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                                                                  Exhibit 10 (1)

                               Agreement of Sale


     AGREEMENT OF SALE (the "Agreement") made as of this 12th day of March, 1996
by and between, RICHARDSON-VICKS REAL ESTATE, INC. ("Seller"), an Ohio
corporation having a place of business at 2 Procter & Gamble Plaza, Cincinnati,
Ohio 45201-3314, and PHYSICIAN'S HEALTH SERVICES, INC. ("Purchaser"), a Delaware
corporation, having a place of business at 120 Hawley Lane, Trumbull,
Connecticut 06611-5343.

                                  Witnesseth:

     1. DESCRIPTION OF PROPERTY. Subject to the terms and conditions hereof, and
for the Purchase Price set forth in Schedule C (the "Purchase Price") hereto,
Purchaser agrees to purchase, and Seller agrees to sell, the following
(collectively, the "Property"):

     A.   The Land and Improvements. Fee simple marketable title in and to
          certain land located in the State of Connecticut, County of Fairfield
          and Town of Shelton, commonly known as One Far Mill Crossing,
          consisting of 74.864 acres together with a second adjoining parcel
          consisting of 0.9376 acres, and being more particularly described on
          Schedule A attached hereto (the "Land"), together with all of the
          buildings and other improvements located on the Land, including, but
          not limited to three (3) interconnected buildings (collectively, the
          "Improvements"), subject only to the encumbrances, liens or exceptions
          to title set forth on Schedule B attached hereto (the "Permitted
          Encumbrances");

     B.   Furnishings and Equipment. All mechanical systems, fixtures and
          equipment, electrical systems, fixtures and equipment, plumbing
          fixtures, systems and equipment, heating fixtures, systems and
          equipment and air conditioning fixtures, systems and equipment and all
          furnishings currently installed in, belonging to or constructed as
          components of, the Improvements, including, but not limited to, all
          office furniture, window covers, cafeteria furniture and kitchen
          equipment, video and audio equipment and exercise equipment located in
          the fitness center (collectively,
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          the "Furnishings and Equipment"), subject only to the Permitted
          Encumbrances;

     C.   Tangible Personal Property. All tangible personal property located on
          the Land or Improvements and belonging to the Property and/or used in
          the normal operation and maintenance of the Land and Improvements,
          including that listed on Schedule E attached hereto (the "Personal
          Property");

     D.   Appurtenant Interests. All of the Seller's interest in and to the
          appurtenances to the Land and in and to all streets, alleys and other
          public ways adjacent thereto; and

     E.   Other. All interest of the Seller in and to (i) any warranties
          covering the Personal Property and/or the Improvements to the extent
          assignable; (ii) all assignable service or maintenance contracts, held
          by Seller relating to the Property as described at Schedule F,
          providing Purchaser provides Seller with written notice of Purchaser's
          election to assume same prior to the Closing (as defined herein) (the
          "Service Contracts"); and (iii) all assignable licenses, permits,
          approvals and other intangible property rights relating to the
          ownership and operation of the Property (it being the agreement of the
          parties that the cost and expense of effecting said assignments shall
          be the sole responsibility of Purchaser. Purchaser acknowledges that
          any warranties, Service Contracts or licenses, permits, approvals and
          other intangible property rights shall not be deemed assignable in the
          event that Seller's future obligations thereunder do not terminate
          upon assignment).

     2. CONDITION OF THE PROPERTY. Subject to Purchaser's due diligence
investigation under paragraph 10 of this Agreement and the representations,
warranties and covenants of Seller set forth in paragraph 19 of this Agreement
(it being the agreement of the parties that said representations, warranties and
covenants of Seller shall not survive the Closing), Seller shall convey full and
exclusive possession of the entire Property, "as is," to Purchaser at the
Closing, free of the claim of any tenants or others claiming possessory rights
in the Property, in the same condition the Property is in on the date of this
Agreement,

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subject only to reasonable use, wear and tear, and natural deterioration between
the date hereof and the date of Closing hereunder.

     3. FORM OF DEED (the "Deed"); OTHER CLOSING DOCUMENTS. The deed of
conveyance shall be a limited warranty deed in the usual Connecticut form
sufficient to convey to Purchaser fee simple marketable title to the Property
subject only to the Permitted Encumbrances. The Deed shall be in the form
attached hereto as Schedule H and shall be duly executed and acknowledged by
Seller and in proper form for recording and shall be delivered to Purchaser at
Closing together with the following (hereafter, the "Closing Documents"):

     A.   Conveyance Taxes. Seller's checks in payment of the State of
          Connecticut and City of Shelton conveyance taxes;

     B.   Bill of Sale. A bill of sale, duly executed by Seller and witnessed
          with warranties of title, conveying to Purchaser good title to the
          Furnishings and Equipment and Personal Property, together with
          appropriate endorsements or such other instruments as may be necessary
          to transfer title to the Furnishings and Equipment and Personal
          Property to Purchaser;

     C.   Assignment of Service Contracts. A transfer and assignment of Seller's
          interest in and to all assignable Service Contracts, set forth at
          Schedule F hereto, which Purchaser elects to assume and continue by
          written notice provided to Seller prior to Closing, together with the
          originals of each of said Service Contracts, provided said original
          Service Contracts are in Seller's possession, or in the event that an
          original Service Contract is not in Seller's possession, a complete
          photocopy of said Service Contract (it being the agreement of the
          parties that the cost and expense of effecting said assignment shall
          be the sole responsibility of Purchaser. Purchaser acknowledges that
          Service Contracts shall not be deemed assignable in the event that
          Seller's future obligations thereunder do not terminate upon
          assignment);

     D.   Assignment of Warranties. A transfer and assignment of Seller's
          interest in and to all existing

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          and assignable warranties (if any) respecting the Improvements
          including, but not limited to, roofs, foundations, plumbing, heating,
          air conditioning, and electrical, and the Furnishings and Equipment
          with the originals of each of said warranties, provided said original
          warranties are in seller's possession, or in the event that an
          original warranty is not in Seller's possession, a complete photocopy
          of the warranty (it being the agreement of the parties that the cost
          and expense of effecting said assignment shall be the sole
          responsibility of Purchaser. Purchaser acknowledges that warranties
          shall not be deemed assignable in the event that Seller's future
          obligations thereunder do not terminate upon assignment);

     E.   Assignment of Intangible Property. A transfer and assignment of
          Seller's assignable right, title and interest in and to any and all
          licenses, permits, approvals and other intangible property or rights
          relating to the Land and/or Property, with the originals of each of
          said licenses, permits, approvals and other intangible property or
          rights, provided said originals are in Seller's possession, or in the
          event that an original is not in Seller's possession, a complete
          photocopy of the original (it being the agreement of the parties that
          the cost and expense of effecting said assignment shall be the sole
          responsibility of Purchaser. Purchaser acknowledges that licenses,
          permits, approvals and other intangible property or rights relating to
          the Land and/or Property shall not be deemed assignable in the event
          that Seller's future obligations thereunder do not terminate upon
          assignment);

     F.   Seller's Affidavit. An affidavit from Seller that, as of the Closing:
          (i) there are no outstanding unsatisfied judgments, tax liens or
          bankruptcies against the Seller; (ii) there has been no labor or
          materials furnished to the Property within the ninety (90) day period
          preceding the Closing other than: (a) the Demolition and Removal (as
          that term is hereinafter defined) of the Farmhouse (as that term is
          hereinafter defined) as provided in paragraph 10 this

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          Agreement and (b) labor or materials furnished to the Property by
          Purchaser or its affiliates or their respective officers, directors,
          employees, agents or contractors, except as otherwise expressly stated
          in writing by Seller to Purchaser prior to Closing. Seller shall
          deliver to Purchaser at Closing fully executed mechanic's lien waivers
          from all persons undertaking any work, or supplying any materials, to
          the Property on behalf of Seller, or its affiliates or their
          respective officers, directors, employees, agents or contractors,
          within the ninety (90) day period preceding the Closing; (iii) there
          are no leases, tenancies or occupancy agreements in effect respecting
          any portion of the Property; and (iv) there are no fixtures leased by
          Seller, or security interests in any fixtures owned by Seller on the
          Property;

     G.   Seller's Incumbency Certificate. An incumbency certificate or
          certificates with respect to the officers of, or other authorized
          persons acting for, Seller executing any document or instrument, on
          behalf of the Seller, in connection with the transactions contemplated
          by this Agreement, including the Closing Documents;

     H.   Nonforeign Taxpayer Certificate. A certification, signed by Seller
          under penalties of perjury, containing the following: (i) Seller's
          Taxpayer Identification Number; (ii) the business address of Seller;
          and (iii) a statement that Seller is not a foreign person within the
          meaning of Sections 1445 and 7701 of the Internal Revenue Code (i.e.,
          that Seller is not a nonresident alien, foreign corporation, foreign
          partnership, foreign trust or foreign estate (as those terms are
          defined in the Internal Revenue Code and Income Tax Regulations));

               In the event Seller fails to deliver such certification at the
          Closing or in the event Seller delivers such certification but
          Purchaser has actual knowledge that such certification is false or
          Purchaser receives notice that the certification is false from any
          agent of Purchaser or Seller, then Purchaser shall be entitled to
          withhold from the

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          Purchase Price payable hereunder a sum equal to ten percent (10%) of
          the total amount which otherwise would have been realized by Seller
          from the sale, which sum will be paid by Purchaser to the United
          States Treasury pursuant to the requirements of Section 1445 of the
          Internal Revenue Code and the regulations promulgated thereunder;

     I.   Compliance with Hazardous Waste Establishment Transfer Act. Seller
          agrees to comply, at its sole expense, with all the provisions of the
          Connecticut Hazardous Waste Establishment Transfer Act, Connecticut
          General Statutes Sections 22a-134, et seq. (the "Transfer Act").
          Seller shall, at its sole cost and expense, prepare and file a "Form
          I," "Form II" or "Form "III" pursuant to the Transfer Act in
          connection with this transaction. Seller shall be the Certifying
          Party, as defined under the Transfer Act with respect to all matters
          identified in the "Form II" or "Form "III," and shall be responsible
          for all fees payable under the Transfer Act in connection with the
          transfer contemplated hereunder.

     J.   Underground Tank Reporting. Seller shall provide Purchaser, no later
          than fifteen (15) days prior to the Closing, with all information
          Seller is required to disclose to Purchaser under Regulations of
          Connecticut State Agencies 22a-449(d), with respect to all underground
          tanks located on the Property, including a certain 550-gallon diesel
          underground storage tank located on the Property;

     K.   Seller's Good Standing Certificate. A recent good standing certificate
          for Seller issued by the Secretaries of State for the States of Ohio
          and Connecticut; and

     L.   Other Documents Requested by Purchaser's Title Insurance Company. Any
          other document or instrument reasonably requested by Purchaser's title
          insurance company which is appropriate to consummate the transactions
          contemplated by this Agreement.

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     The delivery to and acceptance by Purchaser of the executed Deed of
conveyance and all other Closing Documents shall constitute full performance by
Seller of all of the terms, covenants, conditions and representations made
herein that are on Seller's part to be performed, except as set forth herein.

     4. DURATION OF OFFER. The offer to sell on the terms set forth in this
Agreement is conditioned on Purchaser executing this Agreement and delivering
said executed Agreement to Seller together with the payment called for in
subparagraph (a) of Schedule C (the "Deposit") on or before March 14, 1996. If
this Agreement is not executed and delivered to Seller together with the
required payments by that date, this offer to sell shall terminate.

     5. CLOSING AND AFFIDAVITS. The closing of title ("Closing") shall take
place at the offices of Gregory and Adams, P.C., 190 Old Ridgefield Road,
Wilton, Connecticut, on May 31, 1996 at 10:00 a.m. or at such other place or
time as agreed to by the parties, at which time the Deed and all checks and
other Closing Documents to be delivered by Seller shall be delivered upon
receipt by Seller of the balance of the Purchase Price. Counsels for Seller and
Purchaser hereby are respectively authorized to execute an agreement or
agreements on behalf of the parties confirming or adjourning the date of
Closing.

     6. ADJUSTMENTS TO PURCHASE PRICE. Purchaser shall assume and pay all taxes,
sewer assessments and other public improvement assessments affecting the
Property and personal property taxes affecting the Furnishings and Equipment and
Personal Property which become due and payable on or after the date of Closing.
All real estate taxes, personal property taxes, tax assessments, sewer
assessments, water rents, and other assessments and charges affecting the
Property, Furnishings and Equipment and Personal Property shall be apportioned
as of the date of Closing in accordance with local custom. Should any tax or
charge, tax assessment or rate be undetermined on the date of Closing, the last
determined tax or charge, assessment or rate shall be used for the purpose
of the apportionment and a readjustment shall be made after the tax or charge,
assessment or rate is determined. Purchaser shall pay Seller at the Closing for
the value of any fuel oil, bottled gas or gasoline stored on the Property at the
time of Closing. Seller shall be responsible for the payment of all expenses on
account of services and supplies furnished to and for the benefit of the
Property for the period from the date hereof through the day immediately
preceding the date of the Closing, except as such expenses may be paid in
advance or arrears for periods ending prior or subsequent to the date of the
Closing, in which event the same shall be prorated on and as of the date of the
Closing. The readjustment provisions contained in this Paragraph 6 shall survive
the Closing.

     7. UTILITIES. Utility charges shall not be prorated but, rather,
instructions shall be given to the utility companies by Seller (with a duplicate
copy of such instruction being provided concurrently to Purchaser) to read the
meters on the date of the Closing and to issue separate statements thereafter.
Deposits with utility companies, if any, will be returned to Seller after the
Closing of Title.

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     8. INSURANCE AND RISK OF LOSS. Throughout the period between the date of
this Agreement and the Closing, Seller shall keep the buildings on the Property
insured against loss by fire and other casualty to the extent they are presently
insured as set forth in Schedule G. If during said period any of the buildings
on the Property shall be destroyed or damaged by fire or other casualty
resulting in more than $2,500,000.00 in damage (according to estimate of one
appraiser appointed by agreement of Seller and Purchaser, or if Seller and
Purchaser cannot agree, then by three appraisers, one appointed by Seller, one
by Purchaser, and the third appointed by the first two appraisers so appointed),
Seller shall so notify Purchaser, and Purchaser may elect by giving Seller
written notice, within fifteen (15) business days of said notice, to either: (a)
terminate this Agreement, in which event Seller shall return to Purchaser the
Deposit and any interest accrued thereon together with a certified check or
cashier's check to the order of Purchaser in payment of all reasonable expenses
actually incurred by Purchaser (not to exceed $80,000.00) for: (i) the due
diligence investigation provided for in subparagraphs A, B, D and E of paragraph
10 of this Agreement; and (ii) reasonable legal fees in connection with the
transactions contemplated by this Agreement, and Purchaser shall return to
Seller any and all documents and plans delivered to Purchaser by Seller,
whereupon all rights and liabilities of the parties hereunder shall be at an
end, with the exception of the parties' indemnification obligations as provided
in paragraph 10 of this Agreement or (b) declare this Agreement to remain in
full force and effect and at Closing, Seller shall assign, transfer and set over
to Purchaser all of the right, title and interest of Seller in and to any
insurance proceeds or claims that have been or that may thereafter be made for
such damage, and the Purchase Price shall be reduced by the amount of any
insurance deductible (which reduction to the Purchase Price shall reduce the
cash payable by Purchaser at Closing). If such damage is reasonably estimated by
the appraiser or appraisers to be less than $2,500,000.00, then this Agreement
shall remain in full force and effect and Seller may elect, by written notice
delivered to Purchaser not later than ten (10) business days following the
occurrence of such damage, to: (i) repair such damage to its pre-existing
condition prior to Closing; or (ii) reduce the Purchase Price by an amount
sufficient to effect a repair of such damage to its pre-existing condition.

     9. TITLE. At the Closing, Seller shall convey to Purchaser or its designee
good and marketable fee simple title to the Property, subject only to the
Permitted Encumbrances. It is mutually understood and agreed that no matter
shall be construed to be an encumbrance or defect in title so long as such
matter is not considered an encumbrance or defect under the Standards of Title
of the Connecticut Bar Association as amended or ss. ss.47-33b through 47-33l of
the Connecticut General Statutes, where applicable.

     Purchaser shall have a period of thirty (30) days from the execution of
this Agreement to obtain a commitment for title insurance on the Property (the
"Title Commitment"). Within ten (10) days thereafter, Purchaser's attorney shall
notify Seller's attorney in writing of any exceptions to title which do not
appear as Permitted Encumbrances on Schedule B. Seller shall proceed diligently
and in good faith to cure any defects of title within sixty (60) days of receipt
of such notice at Seller's sole cost and expense. Seller shall be required to
undertake any necessary and reasonable measures and to bring any action or
proceeding

                                       -8-
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necessary and reasonable and to incur any reasonable expense necessary to render
the title to the Property marketable at the Closing.

     If Seller is unable to cure such defect within said sixty (60) day period,
Seller shall so advise Purchaser and Purchaser shall have the right to either:
(i) accept such title as Seller can convey, upon the payment of the balance of
the Purchase Price; or (ii) terminate this Agreement. In the event Purchaser
terminates this Agreement pursuant to this paragraph 9, Seller shall return the
Deposit and any interest accrued thereon to Purchaser together with a certified
check or cashier's check to the order of Purchaser in payment of all reasonable
expenses actually incurred by Purchaser (not to exceed $80,000.00) for: (i) the
due diligence investigation provided for in subparagraphs A, B, D and E of
paragraph 10 of this Agreement; and (ii) reasonable legal fees in connection
with the transactions contemplated by this Agreement, and Purchaser shall return
to Seller any and all documents and plans delivered to Purchaser by Seller,
whereupon all rights and liabilities of the parties hereunder shall be at an
end, with the exception of the parties' indemnification obligations as provided
in paragraph 10 of this Agreement.

     No later than five (5) business days prior to the Closing, Purchaser shall
cause an update of the Title Commitment to be prepared. As a condition of
Closing, the updated Title Commitment shall reflect no change since the date of
the original Title Commitment in the state or quality of title to the Property,
except such changes as have been requested by Purchaser, which shall thereafter
be deemed a Permitted Encumbrance. If the updated Title Commitment should
disclose that the Property is affected by an outstanding exception to title
which is not a Permitted Encumbrance and is not disclosed in the original Title
Commitment and is not accepted by Purchaser as an additional Permitted
Encumbrance, Purchaser shall notify Seller in writing of the outstanding
exception and Seller shall have sixty (60) days from the date that it receives
notice from Purchaser of said exception to remove the objection to title or
otherwise reasonably satisfy Purchaser with respect thereto and the Closing
hereunder shall be adjourned until the date which is twenty (20) days following
the earlier of the expiration of Seller's sixty (60) day cure period or the date
that Seller satisfies Purchaser that the objection to title has been removed. If
after any applicable adjournment Seller shall be unable to convey title to the
Property in accordance with the provisions of this Agreement, then Purchaser
shall have the right to either: (i) accept such title as Seller can convey, upon
the payment of the balance of the Purchase Price; or (ii) terminate this
Agreement. In the event Purchaser terminates this Agreement pursuant to this
paragraph 9, Seller shall return the Deposit and any interest accrued thereon to
Purchaser together with a certified check or cashier's check to the order of
Purchaser in payment of all reasonable expenses actually incurred by Purchaser
(not to exceed $80,000.00) for: (i) the due diligence investigation provided for
in subparagraphs A, B, D and E of paragraph 10 of this Agreement; and (ii)
reasonable legal fees in connection with the transactions contemplated by this
Agreement, and Purchaser shall return to Seller any and all documents and plans
delivered to Purchaser by Seller, whereupon all rights and liabilities of the
parties hereunder shall be at an end, with the exception of the parties'
indemnification obligations as provided in paragraph 10 of this Agreement.

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     Purchaser shall bear all costs of any title insurance insuring Purchaser's
interest in the Property.

     10. DUE DILIGENCE INVESTIGATION. Purchaser acknowledges and agrees that the
Property is to be sold and conveyed to, and purchased and accepted by, Purchaser
in its present condition, "as is" and with all faults. Purchaser further
acknowledges and agrees that Purchaser is not relying on, and Seller has not
made and will not make, any representation or warranty, express or implied, with
respect to the Property or its condition (environmental and otherwise and its
potential for further development), present state of repair, compliance with
laws and regulations (environmental and otherwise) or its potential for further
development, merchantability or suitability for any purpose except as provided
in this Agreement, and that Seller shall have no further liability with respect
to any of the foregoing.

     Between the date of execution of this Agreement by both parties and May 25,
1996 (the "Due Diligence Period") Purchaser shall have the opportunity to
inspect the Property, observe its physical characteristics and existing
condition, and conduct such investigations, tests and studies on and of the
Property as Purchaser, in its sole discretion, deems necessary or appropriate to
satisfy itself as to its condition, environmental and otherwise, and its
potential for further development.

     Seller acknowledges that Purchaser's due diligence may, in Purchaser's
sole discretion, include, but not be limited to:

     A.   building structural, mechanical and other engineering inspections of
          the Improvements,

     B.   environmental investigations, inspections and Phase II testing of the
          Land (including groundwater, streams and ponds located on the Land)
          and the Improvements,

     C.   investigations and negotiations with the Town of Shelton relative to
          the feasibility of obtaining a reduction in the tax assessment for the
          Property,

     D.   title search,

     E.   surveying, including locating wetlands,

     F.   zoning investigations as noted in Schedule D hereto,

     G.   soils compression testing relative to the construction
          of future improvements,


                                      -10-
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     H.   traffic studies and investigations relative to the feasibility of
          increasing the traffic to the Property, and

     I.   investigations relative to increasing water usage to and sanitary
          waste disposal from the Property in connection with a contemplated
          expansion of building area on the Property.

     At Purchaser's reasonable request during the Due Diligence Period, Seller
shall use reasonable efforts to respond to requests to provide or make available
to Purchaser documentation and information in Seller's (or Richardson-Vicks
Inc.'s) or Cushman & Wakefield of Connecticut, Inc.'s, in its capacity as the
manager of the Property, possession which pertains to Purchaser's due diligence
investigations relating to the Property.

     Purchaser acknowledges that Seller has provided to Purchaser a copy of
Seller's "ASTM Phase I Environmental Site Assessment" (the "Phase I") pertaining
to the Property dated June, 1995 and "Phase II Environmental Site Assessment"
(the "Phase II") pertaining to the Property, dated February, 1996, prepared by
Geraghty & Miller. Purchaser agrees that it has not and will not rely on such
reports to any degree, and will not seek to hold Seller or its consultant
responsible for anything stated or not stated in such reports, and Seller does
not represent or warrant that such reports are comprehensive or accurate.
Notwithstanding the foregoing, at the request of Purchaser, Seller shall request
Geraghty & Miller to issue to Purchaser a letter advising Purchaser that it may
rely on the Phase I and the Phase II to the extent and subject to the conditions
set forth in said letter, it being the agreement of the parties that Purchaser
shall be solely responsible for any costs or expenses associated with the
issuance of the letter.

     Upon reasonable oral or written notice, Purchaser, its employees, agents
and contractors, may, at their own risk and expense, enter the Property, from
time to time, during the Due Diligence Period for purposes of conducting
Purchaser's due diligence investigations and studies. Purchaser shall indemnify
and hold Seller, its affiliates and all of their respective directors, officers,
employees, contractors and agents harmless from any claims, damages, loss,
judgments and expenses of any kind, including but not limited to reasonable
attorneys' fees, for damage to the property or person (including death) of
Seller, Purchaser, their respective affiliates, their respective directors,
officers, employees, contractors, agents and any other third party whomsoever
arising out of or in connection with Purchaser's or Purchaser's directors',
officers', employees', agents' or contractors' entry onto the Property,
provided, however, that Seller shall remain fully liable for and shall indemnify
and hold Purchaser, its affiliates and all of their respective officers,
directors, employees, agents or contractors harmless from and against, any and
all liability, claims, loss and damage, including, but not limited to,
reasonable attorney fees, arising out of any negligence or misconduct of Seller
or its affiliates or their respective officers, directors, employees, agents or
contractors. In the event such entry by Purchaser or its affiliates or


                                      -11-
<PAGE>

their respective directors, officers, employees, contractors or agents results
in any property damage to the Property, including, but not limited to, lost
opportunity and other damages relating to any delay in Seller's ability or
Seller's inability to promptly market the Property and this Agreement fails to
be consummated for any reason, Purchaser immediately shall restore the Property
to its pre-existing condition reasonable wear and tear and damage due to
casualty not caused by Purchaser's activities excepted (or to the extent
reasonably practicable with respect to any invasive environmental testing) or
reimburse Seller for the reasonable cost of repair of the damage so caused.

     Purchaser shall, at Purchaser's sole expense, keep and maintain a policy of
comprehensive public liability insurance which shall include contractual
liability coverage of the indemnification set forth in this paragraph 10. This
insurance policy shall name Seller as an additional insured and afford
protection in limits of not less than $2,000,000.00 for bodily injury or death
in any one accident, and not less than $1,000,000.00 for property damage on an
"occurrence" not "claims made" basis and shall expire no earlier than one (1}
year from the date hereof. All insurance shall be effected under standard form
policies, issued by insurers of recognized responsibility authorized to do
business in the State of Connecticut and having A.M. Best's rating of "A" or
better. Purchaser shall deliver a copy of the policy to Seller prior to the
commencement of the inspections.


     Except as otherwise provided in this Agreement, any costs or expenses
incurred by Purchaser in connection with the inspection of the Property shall be
the sole responsibility of Purchaser.

     Any objection(s) Purchaser may have to the condition of the Property as a
result of Purchaser's due diligence inspections, tests and studies (including
without limitation objections as to any hazardous substances, hazardous waste,
hazardous materials or other contamination in, at, on, under or related to the
Property) shall be noticed to Seller by the expiration of the Due Diligence
Period or thereafter shall be deemed waived for all purposes. The parties hereby
agree that Seller, in its sole discretion, may elect not to remedy or resolve
the objection. Seller shall provide Purchaser with written notice of its
election within ten (10) days of receipt from Purchaser of notice of
objection(s). In the event Seller elects to remedy the defect giving rise to the
objection(s), Seller shall have sixty (60) days from the date that it notifies
Purchaser of said election to remedy the defect or otherwise reasonably satisfy
Purchaser with respect thereto and the Closing hereunder shall be adjourned
until the date which is twenty (20) days following the earlier of the expiration
of Seller's sixty (60) day cure period or the date that Seller satisfies
Purchaser that the objection has been remedied. In the event Seller: (i) fails
to deliver said notice within said ten (10) day period or (ii) elects not to
remedy the objection(s) or (iii) fails to remedy or resolve the objection(s) to
Purchaser's satisfaction, then Purchaser in its sole discretion, may terminate
this Agreement. In the event Purchaser terminates this Agreement pursuant to
this paragraph 10, Seller shall return the Deposit and any interest accrued
thereon to Purchaser together with a certified check or cashier's check to the
order of Purchaser in payment of all reasonable expenses actually incurred by
Purchaser (not to exceed $80,000.00) for: (i) the


                                      -12-
<PAGE>

due diligence investigation provided for in subparagraphs A, B, D and E of this
paragraph 10; and (ii) reasonable legal fees in connection with the transactions
contemplated by this Agreement, and Purchaser shall return to Seller any and all
documents and plans delivered to Purchaser by Seller, whereupon all rights and
liabilities of the parties hereunder shall be at an end, with the exception of
the parties' indemnification obligations as provided in this paragraph 10.
Notwithstanding the provisions of this paragraph 10 to the contrary, in the
event Purchaser's termination is not based upon the due diligence investigation
provided for in subparagraphs A, B, D and E of this paragraph 10, Seller shall
return the Deposit and any interest accrued thereon to Purchaser and Purchaser
shall return to Seller any and all documents and plans delivered to Purchaser by
Seller, whereupon all rights and liabilities of the parties hereunder shall be
at an end, with the exception of the parties' indemnification obligations as
provided in this paragraph 10.

     The provisions of this paragraph 10 will survive the closing as necessary
to effectuate their purpose and will not merge in any deed or conveyance.

     As a condition precedent to Purchaser's obligation to close herein, Seller
agrees that it shall demolish and remove the residential structure (formerly a
farmhouse) (hereinafter the "Farmhouse") located on the Property and shall
dispose of the Farmhouse structure and all items and debris located within and
about the Farmhouse to the extent required by and in full compliance with all
applicable laws, including, but not limited to all environmental laws (the
"Demolition and Removals"). Any costs or expenses incurred by Seller in
connection with the Demolition and Removal of the Farmhouse to the extent
required by and in full compliance with all applicable laws, shall be the sole
responsibility of Seller. Seller shall make reasonable efforts to complete the
Demolition and Removal on or before May 4, 1996. Upon reasonable notice to
Seller, Purchaser, at its risk, may be present at the Property during the
Demolition and Removal and may conduct, at its sole cost and expense, such due
diligence investigations with respect to the Demolition and Removal as
reasonably may be conducted under the circumstances. In the event that the
Demolition and Removal is not completed by Seller on or before May 4, 1996,
Purchaser shall make its reasonable efforts to complete its due diligence with
respect to the Demolition and Removal prior to May 25, 1996. If, despite its
reasonable efforts, Purchaser does not complete its due diligence with respect
to the Demolition and Removal prior to May 25, 1996, Purchaser may elect, upon
written notice to Seller, to extend the Due Diligence Period with respect to the
Demolition and Removal one (1) day for each day beyond May 4, 1996 that the
Demolition and Removal was not completed by Seller.

     11. DEFAULT.

     A. Default by Purchaser. If, through no fault of Seller, Purchaser defaults
in its obligation to close title as required by this Agreement, then providing
Seller is not in default of any of its obligations under this Agreement, Seller
by written notice of default to Purchaser, may terminate this Agreement and
immediately may demand the Deposit from the Trustee (as identified in Schedule
C) and thereafter, as Seller's sole and exclusive remedy


                                      -13-
<PAGE>

therefor, may retain the Deposit and any interest accrued thereon as agreed upon
Seller's liquidated damages. The parties recognize that Purchaser's default will
cause substantial injury to Seller and agree that the amount represented by the
Deposit and any interest accrued thereon shall be a fair and reasonable
approximation of the damages Seller will suffer in the event of Purchaser's
default. It is understood and agreed that upon Purchaser's default and Seller's
retention of the Deposit and any interest accrued thereon, this Agreement will
terminate and the parties will have no further liability or obligation hereunder
except for: (i) Purchaser's obligation to return to Seller all documents and
plans delivered to Purchaser by Seller; and (ii) the indemnification obligations
of the parties as provided in paragraph 10 of this Agreement. Purchaser's and
Seller's obligation to indemnify the Trustee and hold it harmless (as provided
in Schedule C) shall survive any termination of this Agreement. Payment of said
liquidated damages shall be Seller's sole remedy and it shall have no right
against Purchaser for specific performance or monetary damages.

     B. Default by Seller. If, through no fault of Purchaser, Seller defaults in
the performance of its obligations hereunder, then provided Purchaser is not in
default of any of its obligations under this Agreement, Purchaser by written
notice of default to Seller, may elect to terminate this Agreement and
immediately may demand the return of the Deposit from the Trustee and any
interest accrued thereon together with a certified check or cashier's check to
order of Purchaser in payment of all reasonable expenses actually incurred by
Purchaser for: (i) the due diligence investigations provided for in
subparagraphs A, B. C, D, E, F, G, H and I of paragraph 10 of this Agreement;
and (ii) reasonable legal fees in connection with the transactions contemplated
by this Agreement. The parties recognize that Seller's default will cause
substantial injury to Purchaser and agree that the amount represented by the
interest accrued on the Deposit, and the liquidated damages as calculated in
subparagraphs 11.B.(i) and (ii) above shall be a fair and reasonable
approximation of the damages Purchaser will suffer in the event of Seller's
default. It is understood and agreed upon that upon Seller's default and
Purchaser's receipt of the Deposit together with any interest accrued thereon,
and a certified check or cashier's check to the order of Purchaser in the amount
of said liquidated damages due Purchaser, this Agreement will terminate and the
parties will have no further liability or obligation hereunder except for: (i)
Purchaser's obligation to return to Seller all documents and plans delivered to
Purchaser by Seller; and (ii) the indemnification obligations of the parties as
provided in paragraph 10 of this Agreement. Seller's and Purchaser's obligation
to indemnify the Trustee and hold it harmless (as provided in Schedule C) shall
survive any such termination of this Agreement.

     As an alternative to Purchaser's election to terminate this Agreement by
reason of Seller's default, Purchaser shall have the right to: (i) specifically
enforce this Agreement and Seller's obligations hereunder; and (ii) seek actual
damages, including, but not limited to, reasonable legal fees incurred by
Purchaser by reason of Seller's default (excluding expenses incurred by
Purchaser for the due diligence investigations provided for in subparagraphs A,
B, C, D, E, F, G, H and I of paragraph 10 of this Agreement and legal fees in
connection with the transactions contemplated by this Agreement prior to
Seller's default).


                                      -14-
<PAGE>

     12. ASSIGNMENT. Purchaser may not assign this Agreement or any right, title
or interest therein, except to any affiliated or subsidiary entity, without
Seller's prior written consent, which shall not be unreasonably delayed or
withheld. Upon any effective assignment of Purchaser's rights hereunder,
Purchaser and Purchaser's assignee shall become and be jointly and severally
liable hereunder.

     13. POSSESSION. Simultaneously with the Closing, Seller shall deliver
exclusive possession of the Property to Purchaser.

     14. BROKERS. The parties hereto recognize Rostenberg-Doern Company, Inc.
and Cushman & Wakefield of Connecticut, Inc. as the sole brokers who negotiated
the sale of the Property, and Seller shall pay said brokers a commission in
accordance with a listing agreement between Seller and Rostenberg-Doern Company,
Inc. The parties enter into this Agreement in reliance on the representation of
each party, hereby made, that no other broker or agent brought the Property to
Purchaser's attention or was in any way a procuring cause of this sale and
purchase. In the event any other broker shall make a claim against either of the
parties (the "Claimant") based upon dealing with the other party, such other
party shall indemnify the Claimant from and hold it harmless against any and all
damages or reasonable attorney's fees the Claimant may pay as a result of such
claim (it being the agreement of the parties that the Claimant will not settle
or compromise any claim without the other party's prior written consent). Seller
represents that no broker other than Rostenberg-Doern has a listing agreement
for the Property. The representations contained in this Paragraph 14 shall
survive the Closing.

     15. ENTIRE AGREEMENT. This Agreement (including the Schedules and Exhibits
referred to in the body of this Agreement and attached hereto) constitutes the
entire agreement between the parties and they hereby acknowledge that neither
relies on any express or implied representations, warranties, conditions or
understandings except those expressly set forth herein.

     16. LANGUAGE. Wherever herein used, the singular number shall include the
plural, the plural the singuIar, and the use of any gender shall be applicable
to all genders.

     17. BINDING AGREEMENT. This Agreement shall be binding upon, and inure to
the benefit of the successors and permitted assigns of Seller and Purchaser.

     18. NOTICES. All notices, elections or other communications to be given
hereunder shall be deemed to have been validly given only if in writing, sent by
the parties or their respective counsel, and either (a) mailed, postage prepaid,
by registered or certified mail, return receipt requested, or (b) delivered in
person or by overnight mail, or (c) forwarded by facsimile transmission, to the
address of the receiving party set forth below:


                                      -15-
<PAGE>

               If to Seller:

                Richardson-Vicks Real Estate, Inc.
                2 Procter & Gamble Plaza
                Cincinnati, Ohio 45202-3314

                     Attention: E.E. Curry, Manager, Real Estate Department

               If to Purchaser:

                Physician's Health Services, Inc.
                120 Hawley Lane
                Trumbull, Connecticut 06611-5343

                     Attention: Regina M. Campbell, Esq.

     A copy of all such notices, elections or other communications shall be
similarly and simultaneously sent to the attorneys for the parties addressed as
follows: if for Seller, to J. Casey Healy, Esq., Gregory and Adams, P.C., 190
Old Ridgefield Road, Wilton, Connecticut 06897; if for Purchasers, to Michael J.
Hinton, Esq., Cummings & Lockwood, 4 Stamford Plaza, P.O. Box 120, Stamford,
Connecticut 06904. Said notices, elections and other communications may be given
by the attorneys for the party giving such notice. All such notices, elections
or other communications shall be deemed given and received on the next business
day after the date of such mailing or on the day of the facsimile tramsmission
server or delivery in person. The parties shall retain all proofs of delivery
furnished by the messenger, overnight mail delivery service or facsimile
transmission server.

     19. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller hereby
warrants, represents and covenants with Purchaser that each of the following
statements is true and correct as of the date of this Agreement and shall be
true and correct on the date of the Closing:

     A.   Seller shall have, as of the Closing, good and marketable fee simple
          title to the Property free and clear of all liens, charges,
          encumbrances, or restrictions, except for the Permitted Encumbrances.

     B.   There are no leases, tenancies or other occupancy agreements in effect
          with respect to the Property and no individuals occupy the Property or
          any portion thereof.

     C.   Seller and Richardson-Vicks Inc. have no actual knowledge of any
          current violations of zoning and/or building, inland-wetlands,
          environmental, zoning and planning laws, statutes, ordinances, orders,
          or


                                      -16-
<PAGE>

          requirements affecting the Property, with the exception of the 550
          gallon underground diesel fuel tank located on the Property (which
          tank shall be brought into full compliance with all applicable laws by
          Seller, at its sole cost and expense, prior to Closing), nor has
          Seller ever received any notice concerning such noncompliance, the
          terms of which have not been complied with, and no breach presently
          exists under any public or private covenant, condition, restriction,
          right-of-way or easement which affects the use and/or access to the
          Property or any portion thereof and Seller will promptly notify
          Purchaser of the receipt of any notice of any such violations received
          by Seller between the date hereof and the date set for the Closing
          hereunder.

     D.   To the best of Seller's knowledge and belief, no litigation,
          investigation, condemnation, eminent domain or other proceeding or
          taking of any kind is pending or contemplated against the Property or
          any portion thereof and there is no litigation, eviction, proceeding
          or administrative proceeding pending or threatened against, or
          relating to the Property.

     E.   Seller has not filed a voluntary petition in bankruptcy or has not
          been adjudicated a bankrupt or insolvent, or filed any petition or
          answer seeking any reorganization, liquidation, dissolution or similar
          relief under any federal bankruptcy, insolvency, or other law relating
          to 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 its interests in the
          Property. No court of competent jurisdiction has entered an order,
          judgment, or decree approving a petition filed against Seller seeking
          any reorganization, arrangement, composition, readjustment,
          liquidation, dissolution or similar relief under any federal
          bankruptcy act, and no other liquidator has been appointed for Seller
          or of all or any substantial part of its properties or its interest in
          the Property. Seller has not given notice to any governmental body of
          insolvency or pending


                                      -17-
<PAGE>

          insolvency, or suspension or pending suspension of operations.

     F.   To Seller's and Richardson-Vicks Inc.'s actual knowledge, neither
          Seller nor Richardson-Vicks Inc. has received any notice from or on
          behalf of any of its insurance carriers regarding any dangerous,
          illegal, or other condition on the Property requiring corrective
          action or indicating that the insurance rates for any part of the
          Property will be increased, or that such insurance carriers will not
          renew such existing policies, or that alterations to all or any part
          of the Property will be required as a condition to any such renewal or
          as a requirement of avoiding any such increase in premiums, with the
          exception that Richardson-Vicks Inc. may have been advised by its
          insurance carrier to install a sprinkler system in the Farmhouse.

     G.   To the best of Seller's knowledge and belief, there are no intended
          public improvements which would result in any special assessments
          being levied against the Property or any portion thereof and no
          special assessments are currently levied against the Property or any
          portion thereof, except as may be disclosed on Schedule B hereto.

     H.   Seller has not entered into any operation, maintenance, or service
          contract for the Property except those listed on Schedule F attached
          hereto.

     I.   Seller has full power and authority to enter into and perform this
          Agreement in accordance with its terms and this Agreement has been
          duly authorized and executed by Seller and is enforceable against
          Seller in accordance with its terms, and the documents to be delivered
          by Seller to Purchaser at the Closing will be duly executed by Seller
          and enforceable against Seller in accordance with their terms and 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 Seller


                                      -18-
<PAGE>

          of this Agreement or the transactions herein contemplated or the
          Closing Documents to which Seller is a party.

     J.   Seller is not a foreign person within the meaning of Sections 1445 and
          7701 of the Internal Revenue Code (i.e., Seller is not a nonresident
          alien, foreign corporation, foreign partnership, foreign trust or
          foreign estate (as those terms are defined in the Internal Revenue
          Code and Income Tax Regulations)).

     K.   There are no outstanding agreements to sell, options or rights of
          first refusal held by any third parties to purchase the Property, or
          any portion thereof or any interest therein, except as created under
          this Agreement.

     L.   To the best of Seller's knowledge and belief, the Seller,
          Richardson-Merrell, Inc. and Richardson-Vicks Inc. have each obtained
          all necessary permits, licenses and governmental authorizations
          required for the ownership and current operation of the Property and
          all such permits, licenses and governmental authorizations remain in
          full force and effect.

     M.   At the Closing, there will be no claim in favor of any person or
          entity which is or could become a lien on the Property or the
          Improvements arising out of the furnishing of labor or materials to
          the Property; and there will be no unpaid assessments against the
          Property, except for property taxes assessed but not due and payable
          at the time of Closing.

     N.   Seller will cause all existing policies of insurance for fire and
          extended coverage risks, business interruption, rent loss and
          liability to be kept in full force and effect through and including
          the Closing of title hereunder

     0.   Seller, and to the actual knowledge of Seller, Richardson-Vicks Inc.,
          have not used, consented to the use of, and has no knowledge of the
          use of any


                                      -19-
<PAGE>

          portion of the Property in a manner not permitted by the Certificate
          of Occupancy related to the Property.

     P.   The Property abuts on and has direct vehicular access to Far Mill
          Crossing which is a public road.

     Q.   There are no leased fixtures on the Property.

     R.   To Seller's actual knowledge, neither Seller nor Richardson-Vicks Inc.
          have violated any of the covenants, conditions, restrictions,
          rights-of-way or easements that are listed as Permitted Encumbrances
          and Seller has not violated any other covenants, conditions,
          restrictions, rights-of-way or easements which affect the Properly,

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

                                  SELLER:
                                  RICHARDSON-VICKS REAL ESTATE INC,


                                  By: /s/ Eugene E. Curry
                                      -----------------------------------------
                                      Eugene E. Curry
                                      Its Manager, Real Estate Department
                                      Tax Identification No: 31-1193927

                                  PURCHASER:
                                  PHYSICIAN'S HEALTH SERVICES, INC.

                                  By: /s/ Robert L. Natt
                                      -----------------------------------------
                                      Robert L. Natt
                                      Its Executive Vice President and
                                       Chief Operating Officer
                                      Tax Identification No: 06-1116976



                                     -20-
<PAGE>

                                   SCHEDULE A
                              PROPERTY DESCRIPTION

     All those certain pieces, parcels and tracts of land (collectively the
"Land") located in the City of Shelton, County of Fairfield and State of
Connecticut more particularly described on Exhibit A-1 attached hereto and made
a part hereof.

     Together with:

     1.   All easements, rights of way and passage and other rights appurtenant
          to the Property, including those set forth in the following
          agreements:

          A.   Easement Agreement dated November 27, 1979 and recorded in Volume
               410 of the Shelton Land Records at Page 9.

          B.   Easement and Agreement to Sell dated November 27, 1979 and
               recorded in Volume 401 of the Shelton Land Records at Page 12.

     2.   The buildings and other improvements situated on the Land
          ("Improvements").

     3.   All fixtures, systems, equipment, and machinery attached, affixed or
          appurtenant to the Land and Improvements (the "Fixtures"), except
          pipes, wires, poles, conduits and related equipment of public
          utilities.


                                      -21-
<PAGE>

                                   SCHEDULE A

PARCELS 1, 2 and 3:

All those three (3) certain tracts or parcels of land, with all the buildings
and improvements thereon erected, located in the City of Shelton, County of
Fairfield and State of Connecticut, being a contiguous tract of land containing
74.8364 acres ("Parcels 1 and 2") and an adjoining tract of land containing
0.9376 acres ("Parcel 3").

              Parcel 1 is more specifically described as follows:

          1. Commencing at a point designated by a Connecticut Highway
     Department monument, as more particularly shown in Detail "A" of a certain
     map entitled "Map of Property Prepared for Richardson-Merrell Inc.,
     Shelton, Connecticut, Scale 1" = 120', dated May 9, 1979, Prepared by
     Shaughnessy and Plain, Land Surveyors, Fairfield, Connecticut, recorded on
     the Shelton land records in Volume 29, Page 1650 (the "Map"), running in a
     northeasterly direction, bounded by land of the State of Connecticut as
     shown on map of "Conn. Dept. of Transportation Right of Way Map, Sheet No.
     3 of 4, August, 1978, Scale 1 in. = 80 ft. and as shown on "Town of Shelton
     Map showing land acquired from Anna M. Clapp by the State of Conn.,
     Relocation of Route No. 8, Revised to April 13, 1970, Town No. 126, Project
     No. 126-91, Serial No. 36, Sheet No. 1 of 2. Also Map Serial No. 61, Sheet
     No. 1 of 3, Revised to March 11, 1971" having the following course and
     distance:

                  N41-19-56E, 42.59 feet;

          2. Thence in a general easterly direction, bounded by land now or
     formerly of Lyman L. Wells and more particularly described in "Map of land
     to be conveyed to Lyman L. Wells, Shelton, Connecticut, Scale: 1 in. = 100
     ft., December 13, 1976." Prepared by Joseph L. Alberti, Civil Engineer and
     Land Surveyor. Said map is on file in the Shelton Town Clerk's office in
     Volume No. 27, Page No. 1386, the following courses and distances:

                  S62-40-42E,        90.29 feet;
                  S66-29-50E,        42.86 feet;
                  S54-27-22E,        41.37 feet;
                  S59-38-12E,        90.68 feet;
                  S58-37-36E,       155.54 feet;
                  S63-11-32E,       143.02 feet.
<PAGE>

                                                                               2

     3. Thence in a general northerly direction, bounded by land now or formerly
of Lyman L. Wells, and more particularly described in the map referred to in
paragraph 2 above, the following courses and distances;

                  N53-26-14E,        14.80 feet;
                  N35-47-36E,        69.80 feet;
                  N23-34-44E,       121.32 feet;
                  N30-53-03E,        46.13 feet;
                  N36-41-36E,        83.88 feet;
                  N19-17-59E,       230.68 feet;
                  N84-02-55W,        19.57 feet;
                  N14-48-57W,        86.67 feet;
                  N27-27-25E,       352.90 feet;
                  N21-09-21E,        52.89 feet;
                  N36-52-55E,       128.66 feet.

     4. Thence in a general easterly direction, bounded by land now or formerly
of Lyman L. Wells and more particularly described in the map referred to in
paragraph 2 above, by Old Mill Road, and by Lot No. 46 more particularly
described in "Final Map of Proposed Lots at Laurel Wood Manor, owned by Nicholas
Conti, Shelton, Conn., Scale 1 in. = 100 ft., October, 1958." Said map is on
file in the Shelton Town Clerk's office, File No. 301, the following courses and
distances:

                  S50-54-21E,       341.40 feet;
                  S49-30-48E,       141.27 feet;
                  S54-38-37E,        74.50 feet;
                  S79-53-28E,        59.16 feet;
                  S68-42-54E,        39.62 feet;
                  S21-05-21W,       136.60 feet;
                  S70-46-52E,       196.57 feet;
                  S78-10-54E,        61.11 feet.

     5. Thence in a general southerly direction, bounded by lots 41, 42, 43, 44,
45, 46, 47, 48, 49, 50 and 51 more particularly described in Map of "Section
Two, Soundcrest Estates, Shelton, Conn., owned and developed by Walter V. Brown,
Inc., Taulman Road, Orange, Conn., Scale: 1 in. = 100 ft., Revised to September
5, 1961." Said Map is on file in the Shelton Town Clerk's office file No. 545,
the following courses and distances:


                  S35-49-22W,        28.59 feet;
                  S16-23-30W,       146.30 feet;
                   S6-07-09W,       248.33 feet;
<PAGE>

                                                                               3

                  S11-26-28W,        63.66 feet;
                  S7-00-l1E,        259.90 feet;
                  S8-01-30W,         66.10 feet;
                  S22-50-13E,       122.19 feet;
                  S21-00-49W,        98.18 feet;
                  S31-27-22E,        95.64 feet;
                  S25-41-00E,        48.81 feet;
                  S27-31-06E,       151.17 feet;
                  S32-34-20E,        63.54 feet;
                  S41-30-13E,        74.72 feet;
                  S31-05-14E,       120.74 feet;
                  S2-53-40W,        385.44 feet;
                  S62-06-16E        124.69 feet;
                  S72-19-03E        207.20 feet;
                  S73-27-SOE,        90.00 feet.

     6. Thence in a general southwesterly direction bounded by lots 95 and 94
more particularly described in Map of "Final Plan, Soundcrest Estates, Section
4, owned and developed by Soundcrest Development Corp., Shelton, Conn., Scale; 1
in. = 100 ft., May 27, 1962." Said Map is on file in the Shelton Town Clerk's
office, file No. 644, the following courses and distances:

                  S34-27-0lW,        110.01 feet;
                  S27-02-23W,        266.92 feet;
                  S49-03-20W,         93.16 feet;
                  S36-48-03W,        193.23 feet;
                  S19-18-42W,        151.03 feet;
                  S13-05-28W,        101.19 feet.

     7. Thence in a general westerly direction bounded by land now or formerly
of Mibern Corp. and by land now or formerly of Myrtle Perri Gutmann to an
intersection with the center line of Far Mill River, the following course and
distance:

                  S73-48-08W,        230.90 feet;

     8. Thence in a northerly, northwesterly, westerly and again northerly
direction to an iron pipe, bounded by the centerline of Far Mill River and Beard
Saw Mill Road, the following courses and distances:

                  N18-34-34E,        251.88 feet;
                  N15-59-58E,        165.25 feet;
                  N00-51-02E,        169.46 feet;
<PAGE>

                                                                               4

                  N16-05-26W,        107.46 feet;
                  N38-23-59W,        222.51 feet;
                  N44-16-32W,        354.85 feet;
                  N62-09-27W,        140.49 feet;
                  S54-51-35W,        173.58 feet;
                  S77-17-40W,        251.78 feet;
                  S66-30-37W,        202.23 feet;
                  S75-23-15W,         44.67 feet;
                  N51-41-49W,         99.04 feet;
                  N23-18-36W,        167.55 feet;
                  N57-25-llW,         79.61 feet;
                  N31-58-00W,        122.61 feet;
                  N48-23-39E,         67.70 feet to the iron pipe.

     9. Thence from the iron pipe in the general northerly direction bounded by
Beard Saw Mill Road the following courses and distances:

                  N3-35-0lE,         64.98 feet;
                  N30-42-27W,       153.15 feet to a railroad spike in Twin Oak;
                  N12-52-05W,        93.68 feet;
                  N17-07-SlW,        70.19 feet;
                  N19-03-55W,       322.31 feet;
                  N20-02-33W,       142.58 feet;
                  N34-09-37W,       201.33 feet;
                  N38-12-26W,       179.93 feet.

     10. Thence in a general northeasterly direction to the point or place of
beginning at the Connecticut Highway Department monument as more particularly
described in paragraph 1 above, and bounded by land of the State of Connecticut
also as more particularly described in paragraph 1 above, the following course
and distance:

                  N26-40-59E, 221.51 feet.

Excepting therefrom from said Parcel 1 the following described premises:

     All that certain parcel of land situated in the City of Shelton, County of
Fairfield and State of Connecticut, consisting of .3730 acre, shown as "Parcel
to be Conveyed to Lyman L. Wells" on a map entitled "Survey Map Showing Proposed
Exchange of Property Between Lyman L. Wells and Richardson-Merrell Inc., Beard
Saw Mill & Route 8- Shelton, CT" scale 1" = 40', dated March 7, 1980, Revised
October 26, 1981, and prepared by J. & D. Kasper & Associates, which map has
been filed in the Shelton Town Clerk's Office, in Volume 32, Page 1898, to which
reference is made.
<PAGE>

                                                                               5

                                   Parcel 2

              Parcel 2 is more specifically described as follows:

     All that certain parcel of land situated in the City of Shelton, County of
Fairfield and State of Connecticut, consisting of .3730 acre, shown as "Parcel
to be Conveyed to Richardson-Merrell Inc." on a map entitled "Survey Map Showing
Proposed Exchange of Property Between Lyman L. Wells and Richardson-Merrell
Inc., Beard Saw Mill & Route 8 - Shelton, CT" scale 1" = 40', dated March 7,
1980, Revised October 26, 1981, and prepared by J. & D. Kasper & Associates,
which map has been filed in the Shelton Town Clerk's Office, in Volume 32, Page
1898, to which reference is made.

                                    Parcel 3

               Parcel 3 is more specifically described as follows:

     All that certain parcel of land situated in the City of Shelton, County of
Fairfield and State of Connecticut, consisting of .9376 acres, shown as "Area
40,842 Sq. Ft. Or .9376 acres" on the Map, recorded in Volume 29, Page 1650 of
the Shelton land records, being more particularly bounded and described as
follows:

     Commencing at a point in the westerly streetline of Beard Saw Mill Road;
thence southwesterly along land now of Matthew F. Smith and Elma K. Smith the
following course and distance: S 61(degree) 49' 50" W, 155.87 feet;

     Thence, in a general northerly direction, bounded by the centerline of Far
Mill River the following courses and distances: N 14(degree) 21' 24" W, 321.65
feet, N 34(degree) 08' 24" W. 86.29 feet;

     Thence, in a general northeasterly direction, bounded by land of the State
of Connecticut and more particularly described in Map of "Conn. Dept. of
Transportation Right of Way Map, Sheet No. 3 of 4, August, 1978, Scale: 1 in. =
80 ft.," and "Town of Shelton, Map Showing Land Acquired From Anna M. Clapp by
the State of Conn., Relocation of Route No. 8, Revised to April 13, 1970, Town
No. 126, Project No. 126-91, Serial No. 36, Sheet No. 1 of 2. Also Map Serial
No. 61, Sheet No. 1 of 3, Revised to March 11, 1971", N. 26(degree) 40' 59" E,
55.22 feet to the streetline of Beard Saw Mill Road;

     Thence, in a general southerly direction, bounded by Beard Saw Mill Road to
the point or place of beginning, the following courses and distances: S
38(degree) 12' 26" E, 167.33 feet, S 34(degree) 09' 37" E, 197.34 feet, S
22(degree) 29' 04" E, 69.27 feet.
<PAGE>

                                                                               6

Parcels 1 and 2 are conveyed Together With all rights of the Grantor in and to
the easements recorded Vol. 401 at Page 9 and in Vol. 401 at Page 12 of the
Shelton Land Records.
<PAGE>

                                  EXHIBIT A-1
                                Legal Description








                                      -22-
<PAGE>

                                   SCHEDULE B
                             PERMITTED ENCUMBRANCES

The Property is subject to such liens and encumbrances as are set forth below:

1.   Any restrictions or limitations imposed or to be imposed by governmental
     authority, including, but not limited to, laws and regulations pertaining
     to environment, toxic hazards, zoning and planning and inland wetlands and
     watercourses, of the City of Shelton, State of Connecticut and United
     States of America and any agency thereof, provided none have been violated
     as of Closing.

2.   Taxes of the City of Shelton which become due and payable after the date of
     Closing, and which taxes Purchaser assumes and agrees to pay as part of the
     consideration for the deed.

3.   Sewer maintenance charges, water rents, fire district taxes, special
     assessments, other public improvement assessments and any unpaid
     installments thereof, which assessments or installments become due and
     payable after the date of Closing, and which assessments or installments
     Purchaser will assume and pay as part of the consideration for the Deed.

4.   Any state of facts an accurate survey of the Property would show, which
     Purchaser has not objected to on or before May 25, 1996, provided the same
     does not render Seller's title thereto unmarketable.

5.   Riparian rights of others in and to any brooks, streams or other bodies of
     water running through, bordering upon or situated on the Property.

6.   Waterflow rights to the Bridgeport Hydraulic Company dated July 27, 1915
     and recorded in Volume 60 of the Shelton Land Records at Page 103.

7.   Denial of rights of access and other easements in favor of the State of
     Connecticut as set forth in certificates dated March 30, 1971 and recorded
     in Volume 245 of the Shelton Land Records at Page 20 and dated January 17,
     1973 and recorded in Volume 260 at Page 632.


                                      -23-
<PAGE>

8.   Easement to Southern New England Telephone dated January 20, 1982 and
     recorded in Volume 458 of the Shelton Land Records at Page 19.

9.   Waiver to Matthew F. Smith dated April 12, 1982 and recorded in Volume 468
     of the Shelton Land Records at Page 159 (If requested by Purchaser, Seller
     shall make a reasonable effort to obtain a release from Matthew F. Smith of
     whatever rights he has to enter the Property).

10.  Inland Wetlands Notices recorded in Volume 776 at Page 207 and in Volume
     869 at Page 106 of the Shelton Land Records.

11.  Notes on filed map numbered Volume 29 at Page 1650 in the Shelton City
     Clerk's office.

12.  Easement to excavate referenced in deed from Anna M. Clapp to
     Richardson-Merrell Inc. dated November 27, 1979 and recorded in Volume 401
     of the Shelton Land Records at Page 2.

13.  Easement agreement dated November 27, 1979 and recorded in Volume 401 of
     the Shelton Land Records at Page-9.

14.  Easement and Agreement to Sell dated November 27, 1979 and recorded in
     Volume 401 of the Shelton Land Records at Page 12.

15.  Easement in favor of Iroquois Gas Transmission System, L.P. dated November
     19, 1991 and recorded in Volume 1040 of the Shelton Land Records at Page
     209.

16.  Slope rights in favor of Lyman L. Wells as set forth in a warranty deed
     dated January 20, 1983 and recorded in Volume 494 of the Shelton Land
     Records at Page 240.

17.  Notice of the Water Pollution Control Authority of the City of Shelton
     dated April 24, 1992 and recorded in Volume 1063 of the Shelton Land
     Records at Page 103.

18.  Easement in favor of the Water Pollution Control Authority of the City of
     Shelton recorded on May 20, 1992 in Book 1069 of the Shelton Land Records
     at Page 197.


                                      -24-
<PAGE>

                                   SCHEDULE C
                                 PURCHASE PRICE

     The Purchase Price is EIGHTEEN MILLION FIVE HUNDRED THOUSAND and 00/100
{$18,500,000.00) DOLLARS which Purchaser shall pay as follows:

     (a)  Upon the signing of this Agreement, by wire
          transfer, certified check of Purchaser or bank
          check payable to Gregory and Adams, P.C., Trustee
          for Richardson-Vicks Real Estate, Inc., the sum of
                                                                  $ 1,000,000.00

     (b)  At the Closing, by wire transfer to a bank and
          account designated by Seller, subject to
          adjustments as provided herein, the sum of

                                                                  $17,500,000.00
                                                                  --------------

 TOTAL                                                            $18,500,000.00
                                                                  ==============

     The Purchase Price shall be allocated as follows: $16,588,000.00 to the
Land and Improvements; and $1,912,000.00 to the Furnishings and Equipment and
Tangible Personal Property.

     The Seller shall be solely responsible for the payment of any sales tax to
the State of Connecticut which may be due by reason of the sale of the
Furnishings and Equipment and Personal Property.

     The proceeds of the $1,000,000.00 check ("Deposit") to the order of Gregory
and Adams, P.C., Trustee for Richardson-Vicks Real Estate, Inc. (the "Trustee")
shall be held by the Trustee in escrow and the Trustee shall invest the Deposit
in one or more interest bearing accounts or instruments maintained at an
F.D.I.C. insured bank or financial institution jointly selected by the parties
at the time of delivery to the Trustee. The Trustee shall pay over the Deposit
and all interest accrued thereon to Seller at the Closing or sooner in
accordance with the terms of this Schedule C. In the event that the Trustee
receives a letter ("Demand for Deposit") from either party dated not earlier
than ten (10) days after the Closing date set forth in paragraph 5 certifying
that the other party has defaulted under this Agreement by failing to close and
further certifying that the party demanding payment of the Deposit is not in
default under this Agreement and demanding payment of the Deposit, the Trustee
promptly will notify the alleged defaulting party by certified mail of the
Demand for Deposit and if the alleged defaulting party does not notify the
Trustee of its objection to such payment within ten (10) days of receipt of the
written notification, the Trustee shall pay over the Deposit and all interest
accrued thereon to the party demanding same. Purchaser and Seller understand
that upon being served with a Demand for Deposit or the alleged defaulting
party's objection thereto, the Trustee shall not be required to substantiate any
claim of


                                      -25-
<PAGE>

default or of objection alleged by Seller or Purchaser and except for the
Deposit and any interest accrued thereon each party hereby waives any claim
either may have against the Trustee as a result of the making or withholding of
the payment referred to above and each agrees to indemnify the Trustee and hold
it harmless from and against any and all claims or losses (including reasonable
attorneys fees) relating thereto except claims or losses arising in instances
where the Trustee: (i.) fails to pay a Demand for Deposit when the alleged
defaulting party has not objected to such payment within the period allowed for
said objection as set forth above; (ii.) pays a Demand for Deposit when the
alleged defaulting party has objected to said payment within the period allowed
for said objection as set forth above; (iii.) fails to deliver the Deposit and
any interest accrued thereon to the Seller at the Closing or when otherwise
required to do so under the terms of this Agreement; or (iv.) fails to refund
the Deposit and any interest accrued thereon to Purchaser when required to do so
under the terms of this Agreement.


                                      -26-
<PAGE>

                                   SCHEDULE D
                        ADDITIONAL CONDITIONS OF CLOSING

This Agreement is conditioned upon:

1.   The satisfaction of Purchaser that an additional 500 parking spaces can be
     constructed on the Property at a location and in such configuration which
     is acceptable to Purchaser in the exercise of its reasonable discretion.
     Purchaser undertakes to use its reasonable, good faith efforts to make this
     determination as soon as reasonably possible. In the event that the
     Purchaser is unable to satisfy itself on or before May 25, 1996 as to
     whether the additional 500 parking spaces can be constructed on the
     Property, Purchaser shall have the option to terminate this Agreement by
     giving written notice thereof to the Seller by 5:00 p.m Eastern Standard
     Time on May 25, 1996. In such event, the Deposit, together with all
     interest accrued thereon, shall be delivered to Purchaser by the Trustee
     whereupon all rights and liabilities of the parties hereunder shall be at
     an end except for Purchaser's obligation to return to Seller all documents
     and Plans delivered to Purchaser by Seller and the parties' indemnification
     obligations as provided in paragraph 10 of this Agreement. Failure of
     Purchaser to give such notice on or before the date and time specified
     hereunder shall constitute a waiver by Purchaser of the aforesaid
     condition.

2.   The satisfaction of Purchaser that a minimum of 150,000 square feet of
     additional floor area can be constructed on the Property at a location and
     in such configuration which is acceptable to Purchaser in the exercise of
     its reasonable discretion. Purchaser undertakes to use its reasonable, good
     faith efforts to make this determination as soon as reasonably possible. In
     the event that the Purchaser is unable to satisfy itself on or before May
     25, 1996 as to whether a minimum of 150,000 square feet of additional floor
     area can be constructed on the Property, Purchaser shall have the option to
     terminate this Agreement by giving written notice thereof to the Seller or
     Seller's attorneys by 5:00 p.m Eastern Standard Time on May 25, 1996. In
     such event, the Deposit, together with all interest accrued thereon, shall
     be delivered to Purchaser by the Trustee whereupon all rights and
     liabilities of the parties hereunder shall be at an end except for
     Purchaser's obligation to return to Seller all documents and Plans
     delivered to Purchaser by Seller and the parties' indemnification


                                      -27-
<PAGE>

obligations as provided in paragraph 10 of this Agreement. Failure of Purchaser
to give such notice on or before the date and time specified hereunder shall
constitute a waiver by Purchaser of the aforesaid condition.

3.   The satisfaction of Purchaser that the terms of Permitted Encumbrances
     numbered 1, 11, 17 and/or 18 as set forth in Schedule B of this Agreement
     do not prevent Purchaser from constructing an additional 500 parking spaces
     and a minimum of 150,000 square feet of additional floor area on the
     Property at a location and in such configuration which is acceptable to
     Purchaser in the exercise of its reasonable discretion. Purchaser
     undertakes to use its reasonable, good faith efforts to make this
     determination as soon as reasonably possible. In the event that the
     Purchaser is unable to satisfy itself on or before May 25, 1996 as to
     whether the terms of Permitted Encumbrances numbered 1, 11, 17 and/or 18
     prevent Seller from constructing an additional 500 parking spaces and a
     minimum of 150,000 square feet of additional floor area on the Property,
     Purchaser shall have the option to terminate this Agreement by giving
     written notice thereof to Seller or Seller's attorneys by 5:00 p.m Eastern
     Standard Time on May 25, 1996. In such event, the Deposit, together with
     all interest accrued thereon, shall be delivered to Purchaser by the
     Trustee whereupon all rights and liabilities of the parties hereunder shall
     be at an end except for Purchaser's obligation to return to Seller all
     documents and Plans delivered to Purchaser by Seller and the parties'
     indemnification obligations as provided in paragraph 10 of this Agreement.
     Failure of Purchaser to give such notice on or before the date and time
     specified hereunder shall constitute a waiver by Purchaser of the aforesaid
     condition.


                                      -28-
<PAGE>

                                   SCHEDULE E
                                PERSONAL PROPERTY

     Seller promptly shall determine whether it or its affiliated entities have
a listing of the Personal Property. If such a listing can be located, Seller
promptly shall provide it to Purchaser, provided, however, Seller shall not
warrant the accuracy or completeness of said listing.


                                      -29-
<PAGE>

                                   SCHEDULE F
                                SERVICE CONTRACTS

     1. Management contract with Cushman & Wakefield of Connecticut, Inc., dated
December 1, 1992.





                                      -30-
<PAGE>

                                   SCHEDULE G
                                    INSURANCE

     Seller maintains an insurance policy insuring certain named perils (fire,
lightning, removal, wind, hail, leaking from fire protection equipment,
explosion (except for boilers or rotating equipment), smoke, aircraft or
vehicles, some shockwave, civil commotion, vandalism, molten material and civil
or military action with respect to the Property, which provides loss coverage in
an amount equal to the smallest of: (i) limit of specified liability
($51,000,000.00); (ii) actual cash value at the time of loss; or (iii) reduction
in the fair market value as a result of the loss or damage.


                                      -31-
<PAGE>

                                   SCHEDULE H
                          FORM OF LIMITED WARRANTY DEED





                                      -32-
<PAGE>

                             Limited Warranty Deed

           To all People to Whom these Presents shall Come, Greeting:

Know Ye, That RICHARDSON-VICKS REAL ESTATE, INC., a Delaware corporation, having
a place of business at 2 Proctor & Gamble Plaza, Cincinnati, Ohio ("Grantor")

for the consideration of Ten Dollars ($10.00) and other good and valuable
consideration received to its full satisfaction of

PHYSICIANS HEALTH SERVICES, INC., a___________________ corporation, having an
office at 120 Hawley Lane, Trumbull, Connecticut 06611-5343 ("Grantee")

Does give, grant, bargain, sell and confirm, unto the said Grantee, its
successors and assigns forever, ALL THAT CERTAIN piece, parcel or tract of land
situated in the City of Shelton, County of Fairfield and State of Connecticut
described on Schedule A attached hereto and incorporated herein.

SAID PREMISES being conveyed subject only to the matters set forth on Schedule B
attached hereto and incorporated herein.

To have and to hold the above granted and bargained premises, with the
privileges and appurtenances thereof, unto it, the said Grantee, its successors
and assigns forever, to its and their own proper use and behoof.

And also, it, the said Grantor, does, for itself and its successors and assigns,
executors and administrators, covenant with the said Grantee, its successors and
assigns, that, at and until the ensealing of these presents, Grantee is well
seized of the premises as a good indefeasible estate in fee simple and has good
rights to bargain and sell the same in the manner and form as is above written.

And furthermore, it, the said Grantor, does, by these presents, bind itself and
its successors and assigns forever to Warrant and Defend the above granted and
bargained premises to it, said Grantee, its successors and assigns against all
claims and demands of any person



<PAGE>

                                   SCHEDULE A

PARCELS 1,2 and 3:

All those three (3) certain tracts or parcels of land, with all the buildings
and improvements thereon erected, located in the City of Shelton, County of
Fairfield and State of Connecticut, being a contiguous tract of land containing
74.8364 acres ("Parcels 1 and 2") and an adjoining tract of land containing
0.9376 acres ("Parcel 3").

              Parcel 1 is more specifically described as follows:

     1. Commencing at a point designated by a Connecticut Highway Department
monument, as more particularly shown in Detail "A" of a certain map entitled
"Map of Property Prepared for Richardson-Merrell Inc., Shelton, Connecticut,
Scale 1" = 120', dated May 9, 1979, Prepared by Shaughnessy and Plain, Land
Surveyors, Fairfield, Connecticut, recorded on the Shelton land records in
Volume 29, Page 1650 (the "Map"), running in a northeasterly direction, bounded
by land of the State of Connecticut as shown on map of "Cone. Dept. of
Transportation Right of Way Map, Sheet No. 3 of 4, August, 1978, Scale 1 in. =
80 ft. and as shown on "Town of Shelton Map showing land acquired from Anna M.
Clapp by the State of Conn., Relocation of Route No. 8, Revised to April 13,
1970, Town No. 126, Project No. 126-91, Serial No. 36, Sheet No. 1 of 2. Also
Map Serial No. 61, Sheet No. 1 of 3, Revised to March 11, 1971" having the
following course and distance:

                  N41-19-56E,        42.59 feet;

     2. Thence in a general easterly direction, bounded by land now or formerly
of Lyman L. Wells and more particularly described in "Map of land to be conveyed
to Lyman L. Wells, Shelton, Connecticut, Scale: 1 in. = 100 ft., December 13,
1976." Prepared by Joseph L. Alberti, Civil Engineer and Land Surveyor. Said map
is on file in the Shelton Town Clerk's office in Volume No. 27, Page No. 1386,
the following courses and distances:

                  S62-40-42E,        90.29 feet;
                  S66-29-5OE,        42.86 feet;
                  S54-27-22E,        41.37 feet;
                  S59-38-12E,        90.68 feet;
                  S58-37-36E,       155.54 feet;
                  S63-11-32E,       143.02 feet.
<PAGE>

                                                                               2

     3. Thence in a general northerly direction, bounded by land now or formerly
of Lyman L. Wells, and more particularly described in the map referred to in
paragraph 2 above, the following courses and distances;

                  N53-26-14E,        14.80 feet;
                  N35-47-36E,        69.80 feet;
                  N23-34-44E,       121.32 feet;
                  N30-53-03E,        46.13 feet;
                  N36-41-36E,        83.88 feet;
                  N19-17-59E,       230.68 feet;
                  N84-02-55W,        19.57 feet;
                  N14-48-57W,        86.67 feet;
                  N27-27-25E,       352.90 feet;
                  N21-09-21E,        52.89 feet;
                  N36-52-SSE,       128.66 feet.

     4. Thence in a general easterly direction, bounded by land now or formerly
of Lyman L. Wells and more particularly described in the map referred to in
paragraph 2 above, by Old Mill Road, and by Lot No. 46 more particularly
described in "Final Map of Proposed Lots at Laurel Wood Manor, owned by Nicholas
Conti, Shelton, Conn., Scale 1 in. = 100 ft., October, 1958." Said map is on
file in the Shelton Town Clerk's office, File No. 301, the following courses and
distances:

                  S50-54-21E,       341.40 feet;
                  S49-30-48E,       141.27 feet;
                  S54-38-37E,        74.50 feet;
                  S79-53-28E,        59.16 feet;
                  S68-42-54E,        39.62 feet;
                  S21-05-21W,       136.60 feet;
                  S70-46-52E,       196.57 feet;
                  S78-10-54E,        61.11 feet.

     5. Thence in a general southerly direction, bounded by lots 41, 42, 43, 44,
45, 46, 47, 48, 49, 50 and 51 more particularly described in Map of "Section
Two, Soundcrest Estates, Shelton, Conn., owned and developed by Walter V. Brown,
Inc., Taulman Road, Orange, Conn., Scale: 1 in. = 100 ft., Revised to September
5, 1961." Said Map is on file in the Shelton Town Clerk's office file No. 545,
the following courses and distances:

                   S35-49-22W,       28.59 feet;
                   S16-23-30W,      146.30 feet;
                   S6-07-09W,       248.33 feet;
<PAGE>

                                                                               3

                  S11-26-28W,        63.66 feet;
                  S7-00-llE,        259.90 feet;
                  S8-01-30W,         66.10 feet;
                  S22-50-13E,       122.19 feet;
                  S21-00-49W,        98.18 feet;
                  S31-27-22E,        95.64 feet;
                  S25-41-00E,        48.81 feet;
                  S27-31-06E,       151.17 feet;
                  S32-34-20E,        63.54 feet;
                  S41-30-13E,        74.72 feet;
                  S31-05-14E,       120.74 feet;
                  S2-53-40W,        385.44 feet;
                  S62-06-16E        124.69 feet;
                  S72-19-03E        207.20 feet;
                  S73-27-SOE,        90.00 feet.

     6. Thence in a general southwesterly direction bounded by lots 95 and 94
more particularly described in Map of "Final Plan, Soundcrest Estates, Section
4, owned and developed by Soundcrest Development Corp., Shelton, Conn., Scale; 1
in. = 100 ft., May 27, 1962." Said Map is on file in the Shelton Town Clerk's
office, file No. 644, the following courses and distances:

                  S34-27-0lW,       110.01 feet;
                  S27-02-23W,       266.92 feet;
                  S49-03-20W,        93.16 feet;
                  S36-48-03W,       193.23 feet;
                  S19-18-42W,       151.03 feet;
                  S13-05-28W,       101.19 feet.

     7. Thence in a general westerly direction bounded by land now or formerly
of Mibern Corp. and by land now or formerly of Myrtle Perri Gutmann to an
intersection with the center line of Far Mill River, the following course and
distance:

                  S73-48-08W,       230.90 feet;

     8. Thence in a northerly, northwesterly, westerly and again northerly
direction to an iron pipe, bounded by the centerline of Far Mill River and Beard
Saw Mill Road, the following courses and distances:

                  N18-34-34E,       251.88 feet;
                  N15-59-58E,       165.25 feet;
                  N00-51-02E,       169.46 feet;
<PAGE>

                                                                               4

                  N16-05-26W,       107.46 feet;
                  N38-23-59W,       222.51 feet;
                  N44-16-32W,       354.85 feet;
                  N62-09-27W,       140.49 feet;
                  S54-51-35W,       173.58 feet;
                  S77-17-40W,       251.78 feet;
                  S66-30-37W,       202.23 feet;
                  S75-23-15W,        44.67 feet;
                  N51-41-49W,        99.04 feet;
                  N23-18-36W,       167.55 feet;
                  N57-25-llW,        79.61 feet;
                  N31-58-00W,       122.61 feet;
                  N48-23-39E,       67.70 feet to the iron pipe.

     9. Thence from the iron pipe in the general northerly direction bounded by
Beard Saw Mill Road the following courses and distances:

                  N3-35-0lE,         64.98 feet;
                  N30-42-27W,       153.15 feet to a railroad spike in Twin Oak;
                  N12-52-05W,        93.68 feet;
                  N17-07-SlW,        70.19 feet;
                  N19-03-l5W,       322.31 feet;
                  N20-02-33W,       142.58 feet;
                  N34-09-37W,       201.33 feet;
                  N38-12-26W,       179.93 feet.

     10. Thence in a general northeasterly direction to the point or place of
beginning at the Connecticut Highway Department monument as more particularly
described in paragraph 1 above, and bounded by land of the State of Connecticut
also as more particularly described in paragraph 1 above, the following course
and distance:

                  N26-40-59E,       221.51 feet.

Excepting therefrom from said Parcel 1 the following described premises:

     All that certain parcel of land situated in the City of Shelton, County of
Fairfield and State of Connecticut, consisting of .3730 acre, shown as "Parcel
to be Conveyed to Lyman L. Wells" on a map entitled "Survey Map Showing Proposed
Exchange of Property Between Lyman L. Wells and Richardson-Merrell Inc., Beard
Saw Mill & Route 8 -Shelton, CT" scale 1" = 40', dated March 7, 1980, Revised
October 26, 1981, and prepared by J. & D. Kasper & Associates, which map has
been filed in the Shelton Town Clerk's Office, in Volume 32, Page 1898, to which
reference is made.
<PAGE>

                                                                               5

                                    Parcel 2

              Parcel 2 is more specifically described as follows:

     All that certain parcel of land situated in the City of Shelton, County of
Fairfield and State of Connecticut, consisting of .3730 acre, shown as "Parcel
to be Conveyed to Richardson-Merrell Inc." on a map entitled "Survey Map Showing
Proposed Exchange of Property Between Lyman L. Wells and Richardson-Merrell
Inc., Beard Saw Mill & Route 8 - Shelton, CT" scale 1" = 40', dated March 7,
1980, Revised October 26, 1981, and prepared by J. & D. Kasper & Associates,
which map has been filed in the Shelton Town Clerk's Of lice, in Volume 32, Page
1898, to which reference is made.

                                    Parcel 3

               Parcel 3 is more specifically described as follows:

     All that certain parcel of land situated in the City of Shelton, County of
Fairfield and State of Connecticut, consiting of .9376 acres, shown as "Area
40,842 Sq. Ft. Or .9376 acres" on the Map, recorded in Volume 29, Page 1650 of
the Shelton land records, being more particularly bounded and described as
follows:

     Commencing at a point in the westerly streetline of Beard Saw Mill Road;
thence southwesterly along land now of Matthew F. Smith and Elma K. Smith the
following course and distance: S 61(degree) 49' 50" W. 155.87 feet;

     Thence, in a general northerly direction, bounded by the centerline of Far
Mill River the following courses and distances: N 14(degree) 21' 24" W. 321.65
feet, N 34(degree) 08' 24" W. 86.29 feet;

     Thence, in a general northeasterly direction, bounded by land of the State
of Connecticut and more particularly described in Map of "Conn. Dept. of
Transportation Right of Way Map, Sheet No. 3 of 4, August, 1978, Scale: 1 in. =
80 ft.," and "Town of Shelton, Map Showing Land Acquired From Anna M. Clapp by
the State of Conn., Relocation of Route No. 8, Revised to April 13, 1970, Town
No. 126, Project No. 126-91, Serial No. 36, Sheet No. 1 of 2. Also Map Serial
No. 61, Sheet No. 1 of 3, Revised to March 11, 1971 ", N. 26(degree) 40' 59" E,
55.22 feet to the streetline of Beard Saw Mill Road;

     Thence, in a general southerly direction, bounded by Beard Saw Mill Road to
the point or place of beginning, the following courses and distances:
S 38(degree) 12' 26" E, 167.33 feet, S 34(degree) 09' 37" E, 197.34 feet,
S 22(degree) 29' 04" E, 69.27 feet.
<PAGE>

                                                                               6

Parcels 1 and 2 are conveyed Together With all rights of the Grantor in and to
the easements recorded Vol. 401 at Page 9 and in Vol. 401 at Page 12 of the
Shelton Land Records.