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                        STOCK SALE AND PURCHASE AGREEMENT




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                                     PARTIES


                            THE BETHLEHEM CORPORATION

                                       AND

                             BERGEN COVE REALTY INC.


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                                      DATE


                               SEPTEMBER 29, 2000


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                                TABLE OF CONTENTS

SCHEDULE OF EXHIBITS...........................................................1

BACKGROUND.....................................................................2

TERMS AND CONDITIONS...........................................................2

1.  INCORPORATION OF BACKGROUND; STATEMENT OF INTENTION TO BE LEGALLY BOUND....2

2.  PURCHASE AND SALE OF SHARES................................................3

3.  PURCHASE PRICE.............................................................3

4.  CLOSING AND CLOSING DATE...................................................4

5.  SELLER'S TITLE TO STOCK ...................................................4

6.  DULY ORGANIZED CORPORATION.................................................4

7.  QUALIFICATION TO DO BUSINESS...............................................4

8.  INTERCORPORATE RELATIONS...................................................4

9.  CAPITALIZATION.............................................................4

10. INDEBTEDNESS...............................................................5

11. STOCK RIGHTS...............................................................5

12. FINANCIAL STATEMENTS ......................................................5

13. DISCLOSURE OF DEBTS AND LIABILITIES .......................................6

14. PRESENT STATUS.............................................................6

15. TAX RETURNS................................................................6

16. TAX DELINQUENCIES AND AUDITS...............................................7

17. PAYMENT OF PRIOR DEFICIENCY................................................7

18. LAWSUITS AND PROCEEDINGS...................................................7


<PAGE>

19. COMPLIANCE WITH LAW AND INSTRUMENTS .......................................7

20. TITLE TO FIXED ASSETS .....................................................8

21. CONDITION OF PROPERTIES AND ASSETS.........................................8

22. PATENTS AND TRADEMARKS.....................................................9

23. CONTRACTS .................................................................9

24. COMPENSATION OF OFFICERS AND OTHERS.......................................10

25. INVENTORIES...............................................................10

26. RECORDS ..................................................................10

27. BROKER'S FEES.............................................................10

28. ACCOUNTS RECEIVABLE.......................................................11

29. PURCHASE COMMITMENTS AND OUTSTANDING BIDS.................................11

30. INSURANCE POLICIES........................................................11

31. OPERATIONS................................................................1

32. BUYER'S RIGHT OF EXAMINATION .............................................11

33. COMPLIANCE ...............................................................12

34. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS ..............................12
             a. ..............................................................12
             b. ..............................................................12
             c. ..............................................................12
             d. ..............................................................13

35. RESIGNATION OF DIRECTORS AND OFFICERS ....................................3

36. OPINION OF SELLER'S COUNSEL...............................................13
             a. ..............................................................13
             b. ..............................................................13
             c. ..............................................................14
             d. ..............................................................14
             e. ..............................................................14

<PAGE>

             f. ..............................................................14
             g. ..............................................................15

37. COVENANT NOT TO COMPETE...................................................15

38. INDEMNIFICATION...........................................................15
             a. ..............................................................15
             b. ..............................................................15
             c. ..............................................................16
             d. ..............................................................16
             e. ..............................................................16
             f. ..............................................................16
             g. ..............................................................16
             h. ..............................................................16

39. RECORDS OF THE CORPORATION................................................17

40. EXPENSES..................................................................17

41. AMENDMENT AND WAIVER......................................................18

42. ASSIGNMENT ...............................................................18

43. NOTICES...................................................................18

44. HEADINGS..................................................................19

45. ASSUMPTION OF PENSION PLAN OBLIGATIONS....................................19

46. COUNTERPART EXECUTION.....................................................20

47. PARTIES IN INTEREST ......................................................20

48. INTEGRATED CONTRACT.......................................................20

49. CHOICE OF LAW.............................................................20
<PAGE>
                              SCHEDULE OF EXHIBITS

EXHIBIT            DESCRIPTION
-------            -----------

"A"                Schedule Of Corporation's Long Term and Current Liabilities
"B1" and "B2"      Balance Sheet and Income Statements as of 5/31/00 and 8/31/00
"C"                List of Corporation's Fixed Assets
"D"                Material Contracts of the Corporation
"E"                Inventories
"F"                List Of Corporation's Accounts Receivables
"G"                List Of Policies Of Insurance of the Corporation





                                      -1-
<PAGE>
         This Stock Sale and Purchase Agreement (hereafter  "Agreement") is made
and entered into this 29th day of September  2000,  by and between The Bethlehem
Corporation,  a Pennsylvania  corporation  having a principal  place at 25th and
Lennox  Streets,  Easton,  Northampton  County,  Pennsylvania  18045  (hereafter
"Seller"),  and Bergen Cove Realty  Inc.,  and assigns,  maintaining  a place of
business at 18 East 50th St., New York, New York 10022 (hereafter "Buyer").

                                   BACKGROUND

         Seller is the owner of all the issued and outstanding  shares of common
stock of a corporation known as Bethlehem Advanced Materials Corporation,  being
a Pennsylvania corporation authorized to transact business in Pennsylvania,  and
also maintaining offices in Knoxville, Tennessee (hereafter "Corporation").

         Seller  desires to sell to Buyer,  and Buyer  desires to purchase  from
Seller, all of the issued and outstanding shares of common stock of Corporation,
on the terms and conditions contained in this Agreement.

                              TERMS AND CONDITIONS

          1.  INCORPORATION OF BACKGROUND;  STATEMENT OF INTENTION TO BE LEGALLY
BOUND - The parties  acknowledge and agree that the statements  contained in the
"Background"  section  set  forth  above  are  true and  accurate,  and they are
incorporated into and made a part of this Agreement.

                  Seller and Buyer further agree that each is entering into this
Agreement  intending to be legally bound hereby,  with the mutual  consideration
being as stated herein.




                                       2
<PAGE>

         2. PURCHASE AND SALE OF SHARES - Subject to the terms and conditions of
this Agreement,  Seller agrees to sell,  transfer and assign to Buyer, and Buyer
agrees to  purchase,  at the  closing as defined in this  Agreement,  all of the
issued  and  outstanding  shares  of  common  stock of the  Corporation.  At the
closing,  Seller shall deliver to Buyer a certificate or certificates evidencing
that common stock,  in a form ready for transfer and duly endorsed to Buyer.  At
the closing,  and from time to time after the closing,  Seller shall execute and
deliver other documents and  instruments,  and take other actions,  as Buyer may
reasonably  request,  in order more fully to vest in Buyer all right,  title and
interest in and to the Corporation's common stock, and every other right, title,
interest, claim, or demand of any kind that Seller may have in, to, or on any of
the properties, assets, or business of the Corporation.

         3. PURCHASE PRICE - The total purchase price shall be the Seller's term
loan balance with Bank of America N.A. on the closing date and  $1,500,000 to be
paid  at   settlement/closing.   Buyer's  obligations  are  conditioned  on  the
assumption  of debt where as part of purchase  price Buyer  agrees to assume the
balance of Seller's term loan with Bank of America who must agree and consent to
permit the  existing  indebtedness  to remain with BAM for a minimum of one year
from the closing hereunder.  If for any reason BAM's existing  indebtedness with
Bank of America must be curtailed,  paid off or in Buyer's sole opinion  changed
in any material manner which negatively impacts or erodes BAM's value or Buyer's
return  on  invested  capital,  Buyer  may in its sole  discretion  cancel  this
Agreement without any penalty or further obligation due to Seller. All remaining
proceeds  beyond the  indebtedness  to Bank of America as of the date of closing
will be paid to Seller at the closing.



                                       3
<PAGE>

         4. CLOSING AND CLOSING DATE -  Settlement/closing  of this  transaction
shall take place on or before 5:00 p.m. on November 30, 2000.  The closing shall
be held at Seller's  offices at 25th and Lennox Streets,  Easton,  Pennsylvania,
unless  another  date,  time and/or place is agreed upon by writing  between the
parties.

         5. SELLER'S TITLE TO STOCK - Seller represents and warrants that Seller
has good, absolute, and marketable title to the Corporation's common stock, free
and clear of all liens, claims, encumbrances, and restrictions of every kind and
Seller has the complete and  unrestricted  right,  power, and authority to sell,
transfer, and assign the Corporation's common stock pursuant to this Agreement.

         6. DULY ORGANIZED CORPORATION - Seller represents and warrants that the
Corporation is a duly organized and validly existing Pennsylvania corporation in
good standing,  with all requisite  power and authority to carry on its business
as currently conducted.

         7.  QUALIFICATION TO DO BUSINESS - Seller  represents and warrants that
the  Corporation is duly qualified as a foreign  corporation in good standing in
the state of Tennessee,  where the Corporation  conducts its business activities
and maintains its property.

         8.  INTERCORPORATE  RELATIONS - Seller represents and warrants that the
Corporation has no subsidiaries and has no direct or indirect equity interest in
any other firm, corporation or business enterprise.

         9. CAPITALIZATION - Seller represents and warrants that the Corporation
is authorized  to issue 10,000  shares of common stock,  1,000 of which are duly
and validly  issued and  outstanding,  and the  Corporation  has no authority to
issue any other common stock or other security.



                                       4
<PAGE>
         10.  INDEBTEDNESS  - Seller  represents  and  warrants  that Seller has
delivered to Buyer true copies of all instruments  relating to the Corporation's
long-term and current liabilities,  and the Corporation is not in any default or
violation of any provision of its outstanding  long-term or current liabilities.
Attached  hereto as Exhibit "A" and  incorporated  in by reference in a true and
correct  copy of the  schedule  of  debt of the  Corporation  which  Seller  has
provided  to  Buyer,  and  Buyer  acknowledges  being  aware  of  all  of  those
obligations, and the terms thereof.

         11. STOCK  RIGHTS - Seller  represents  and warrants  that there are no
outstanding options, contracts,  commitments,  warranties,  agreements, or other
rights of any  character  affecting or relating in any manner to the issuance of
the  Corporation's  common stock or other  securities,  or  entitling  anyone to
acquire the Corporation's common stock or other securities.

         12.  FINANCIAL  STATEMENTS  - Seller has  furnished  Buyer with balance
sheets of the Corporation as of May 31, 2000 and August 31, 2000 and the related
statement of income for the year ended May 31, 2000 and the quarter ended August
31,2000 attached hereto as Exhibits "B1"and "B2"  respectively.  Seller warrants
and represents that these financial  statements are in accordance with the books
of the  Corporation  at such  dates  and the  result of its  operations  for the
periods   specified,   were  prepared  in  accordance  with  generally  accepted
accounting  principles  applied  on a basis  consistent  with  prior  accounting
periods,  and with respect to all contracts and commitments of the  Corporation,
reflect  adequate  reserves for all reasonably  anticipated  losses and costs in
excess of anticipated income.



                                       5
<PAGE>

         13.  DISCLOSURE  OF  DEBTS  AND  LIABILITIES  - Seller  represents  and
warrants that the balance sheet  referenced in Paragraph 12 above  discloses all
of the debts,  liabilities,  and  obligations of the  Corporation at the balance
sheet date (except debts,  liabilities and obligations  that are not required to
be  reflected  in the  balance  sheet  in  accordance  with  generally  accepted
accounting principles) and includes appropriate reserves for all taxes and other
liabilities accrued or due at the balance sheet date, but not yet payable.


         14.  PRESENT   STATUS  -  Seller   represents  and  warrants  that  the
Corporation,  since the balance sheet dates, has not incurred any obligations or
liabilities except current  liabilities in the ordinary course of business;  has
not discharged or satisfied any liens or  encumbrances,  or paid any obligations
or liabilities, except current balance sheet liabilities and current liabilities
incurred since the balance sheet dates in the ordinary  course of business;  has
not declared or made any  shareholder  payment or  distribution  or purchased or
redeemed any of its securities or agreed to do so; has not  mortgaged,  pledged,
or subjected to lien, encumbrance, or charge any of its assets; has not canceled
any debt or claim;  has not sold or transferred any assets except from inventory
in the ordinary course of business; has not suffered any damage, destruction, or
loss (whether or not covered by insurance)  materially affecting its properties,
business, or prospects;  has not waived any rights of substantial value; and has
not entered into any transaction other than in the ordinary course of business.

         15. TAX RETURNS - Seller  represents and warrants that the  Corporation
has duly filed all federal, state, and local tax returns required to be filed by
it and has paid all  federal,  state,  and local taxes  required to be paid with
respect to the periods covered by the returns.



                                       6
<PAGE>

         16. TAX  DELINQUENCIES AND AUDITS - Seller represents and warrants that
the Corporation  has not been delinquent in the payment of any tax,  assessment,
or governmental  charge;  has not had any tax deficiencies  proposed or assessed
against it; has not  executed  any waiver of the statute of  limitations  on the
assessment  or collection of any tax; and has never been audited by the Internal
Revenue Service or state tax authorities.

         17. PAYMENT OF PRIOR DEFICIENCY - In the event that after the closing a
deficiency  is  determined  in the amount of federal or state tax payable by the
Corporation,  relating to periods  prior to the closing,  Seller shall be liable
for the payment of the deficiency.

         18. LAWSUITS AND  PROCEEDINGS - Seller  represents and warrants that to
the  best  of  Seller's  knowledge  there  are  no  lawsuits  or  administrative
proceedings  pending or threatened  against the  Corporation or affecting any of
its  properties  or rights,  nor is the  Corporation  or any of its  officers or
directors  aware of any acts  that  reasonably  could  result  in a  lawsuit  or
administrative  proceeding  against  the  Corporation  or  affecting  any of its
properties or rights.

         19.  COMPLIANCE  WITH  LAW AND  INSTRUMENTS  -  Seller  represents  and
warrants  that the business and operation of the  Corporation  have been and are
being conducted in accordance with all applicable laws, rules and regulations of
all  authorities,  except those that do not materially and adversely  affect the
Corporation  or  its  properties,   assets,   businesses,   or  prospects;  that
performance  under this Agreement will not result in any breach of, constitute a
default  under,  or result in the  imposition of any lien or  encumbrance on any
property  of  the  Corporation  under  any  arrangements,  agreement,  or  other
instrument to which the  Corporation  or Seller is a party or by which either is
bound or  affected,  and will not violate  the  articles  of  incorporation,  as
amended,



                                       7
<PAGE>

or the by-laws of the Corporation; and that the Corporation is not, and will not
be by virtue of the transaction  contemplated by this Agreement, in violation of
its articles of incorporation,  as amended, its by-laws, or of any indebtedness,
mortgage, contract, lease, or other agreement or commitment.

         20. TITLE TO FIXED  ASSETS - Seller  represents  and warrants  that the
Corporation has good,  absolute and marketable title to all of its fixed assets,
(which are listed on Exhibit  "C"  attached  hereto,  and as to which  Buyer has
conducted its own due-diligence  review and is satisfied as to the existence and
condition  of those  assets),  subject to no  mortgage,  pledge,  lien,  charge,
security interest, encumbrance or restriction except those that are disclosed on
the balance sheet as securing specified liabilities.

         21. CONDITION OF PROPERTIES AND ASSETS - Seller represents and warrants
that there are no latent defects or conditions of the assets or equipment of the
Corporation   of  which  Seller  is  aware,   and  which  would  be  a  material
consideration  to a person or entity,  such as Buyer,  interested  in purchasing
those assets.

                  Provided further, Buyer acknowledges having had full and ample
opportunity to inspect all assets, whether tangible personal property, leasehold
interest, work in process, accounts receivable, contracts of the Corporation, or
any other right or interest  which  Corporation  may have in  property,  whether
real,  personal,  tangible or intangible,  and Buyer has satisfied himself as to
the  condition  and value of all such  assets,  and  understands  that Seller is
making no warranties or representations in connection  therewith,  other than as
to their title and ownership being held by Seller.



                                       8
<PAGE>

         22. PATENTS AND TRADEMARKS - Seller represents and warrants that to the
best of Seller's  knowledge and belief,  the Corporation does not own or possess
any  patents  or  trademarks,   and  to  the  best  of  Seller's  knowledge  and
information,  the Corporation is not infringing on or otherwise acting adversely
to the rights of any person under or in respect to any  copyrights,  trademarks,
trademark  rights,  patents,  patent rights,  or licenses owned by any person or
persons;  there is no claim or pending or threatened  action with respect to any
alleged  infringement or related violation;  the Corporation is not obligated to
pay any  royalties  or fees to any  licensee  or other  claimant  to any patent,
trademark, trade name, copyright, or other intangible asset; and, to the best of
Seller's  knowledge and information,  the Corporation has the unrestricted right
to use all trade secrets,  customer  lists,  manufacturing  and other  processes
incident to the manufacture, use, or sale of any and all products currently sold
by it.

         23.  CONTRACTS  - Seller  represents  and  warrants  that all  material
contracts to which the Corporation is a party are listed on Exhibit "D" attached
hereto.  Buyer acknowledges  having had full right and opportunity to review the
terms and provisions of all such contracts, and has no objection thereto.

                  Seller represents and warrants that the Corporation has in all
respects  performed all obligations  required to be performed to date and is not
in  material  default in any  respect  under any of the  contracts,  agreements,
leases, documents, or other commitments to which it is a party or by which it is
otherwise  bound and affected;  and that all parties  having  contracts with the
Corporation  are in material  compliance  and are not in material  default under
their respective contracts.


                                       9
<PAGE>

         24.  COMPENSATION  OF  OFFICERS  AND  OTHERS  - Seller  represents  and
warrants that since the balance  sheet date,  there has not been a change in any
compensation,  commission,  bonus, or other remuneration payable to any officer,
director,  agent,  employee,  or  consultant  of  the  Corporation,  except  for
increases in the ordinary course of business consistent with prior practice.

         25.  INVENTORIES - Seller  represents and warrants that the inventories
of the  Corporation  as set forth on Exhibit  "E" are  reflected  on the balance
sheet as August 31, 2000 and all inventory  items that have been acquired  since
the balance  sheet date consist of goods of such quality and in such  quantities
as are salable in the  ordinary  course of its  business  with normal  markup at
prevailing  market prices;  that the inventories were determined at the lower of
cost or market value; and that since the balance sheet date, the Corporation has
continued to replenish its inventory in a normal and customary manner consistent
with prior and prudent practice prevailing in the business of the Corporation.

         26. RECORDS - Seller  represents and warrants that the respective books
of account and minute books of the  Corporation  are  complete and correct,  and
they reflect all of the transactions  involving the Corporation's business which
properly should have been set forth in those books.

         27.  BROKER'S FEES - Seller and Buyer each warrants and represents that
each in its own respect is not obligated in any way for any commission,  fee, or
other  remuneration to any finder,  broker, or the like employed by any party in
connection with this Agreement or its  negotiation,  execution,  or performance.
Provided  further,  each party agrees to and does hereby  indemnify and hold the
other  harmless from and against any and all claims,  causes of action,

                                       10
<PAGE>
damage,  lost fees,  costs or  expenses  arising out of or relating to any claim
made  against the  indemnitee  by any person or entity  claiming  the right to a
broker's or finder's fee or commission in connection with this transaction.

         28.  ACCOUNTS  RECEIVABLE - Seller  represents  and  warrants  that the
accounts  receivable  of the  Corporation  are reflected on Exhibit "F" attached
hereto,  and that all such  accounts  receivable  are  believed  to be valid and
enforceable  claims, as to which Seller has no knowledge or information  causing
it to believe that any of these receivables are not fully collectible.

         29. PURCHASE  COMMITMENTS AND OUTSTANDING BIDS - Seller  represents and
warrants  that no  purchase  commitments  of the  Corporation  are in  excess of
normal,  ordinary,  and usual  requirements  of its business,  or were made at a
price in excess of the  market  price,  or  contain  terms and  conditions  more
onerous than those usual and customary in the industry..

         30.  INSURANCE  POLICIES  - Seller  warrants  and  represents  that all
policies  of  insurance  in force at the time of this  Agreement  are  listed on
Exhibit "G" attached hereto.

         31.  OPERATIONS  - Unless  Buyer  consents in writing to the  contrary,
Seller shall cause the  Corporation  to operate  only in the ordinary  course of
business.  Seller shall not cause the  Corporation to enter into any transaction
or  perform  any act that  would  constitute  a breach  of the  representations,
warranties, or agreements contained in this contract.

         32. BUYER'S RIGHT OF EXAMINATION - Seller will cause the Corporation to
afford  Buyer  access,  during  normal  business  hours,  to all of its business
operations, properties, books, files and records, and shall cooperate in Buyer's
examination of these. Until the closing,  Buyer shall hold in strictest and most
absolute confidence all information so obtained,  and any document or


                                       11
<PAGE>
instrument  obtained by Buyer in connection with this Agreement,  whether before
or after the date of this  Agreement,  shall be held in express trust for and on
behalf of Seller and the Corporation,  and it this Agreement does not proceed to
closing,  Buyer shall be obligated to return all such documents,  and all copies
thereof, to Seller.

         33.    COMPLIANCE - Seller shall cause the Corporation and its officers
and employees to comply with all applicable provisions of this contract.

         34.  CONDITIONS  PRECEDENT TO BUYER'S  OBLIGATIONS - The  obligation of
Buyer  to  consummate  this  Agreement  is  subject  to and  conditioned  on the
satisfaction,  at or prior to the closing, of all of the terms and conditions of
this  contract to be complied  with and  performed  by Seller at or prior to the
closing, and subject to the following conditions:

                  a. All  corporate and other  proceedings  and actions taken in
         connection with the transactions  contemplated in this contract and all
         certificates,   opinions,   agreements,   instruments,   and  documents
         mentioned in this contract or incident to any contemplated  transaction
         shall be  satisfactory  in form and  substance  to  Buyer  and  Buyer's
         counsel;

                  b.  The  representations  and  warranties  of  Seller  in this
         Agreement  shall be deemed to have been made again on the closing  date
         and to be  true  and  correct  at that  time,  subject  to any  changes
         contemplated by this Agreement.

                  c.    Bank of America shall have consented to permitting BAM's
         indebtedness  to  remain  in  place  for a minimum of one year from the
         closing of this Agreement.

                                       12
<PAGE>

                  d. Honeywell International Inc. (formerly Allied Signal) shall
         have  agreed to the sale of BAM or shall have  agreed  that the sale of
         BAM does not  effect  or  interrupt  the  existing  Toll  Manufacturing
         Agreement For  Carbonization  Services dated November 23, 1998, and any
         amendments  thereto,  or shall  have  agreed to revised  language  that
         permits the sale of BAM without any requirement for their consent.

         35.  RESIGNATION  OF DIRECTORS  AND OFFICERS - Seller shall  deliver to
Buyer at the closing the written  resignations  of the directors and officers of
the Corporation.

         36.  OPINION OF SELLER'S  COUNSEL - Seller  shall  deliver to Buyer the
opinion, dated the closing date, of Seller's counsel, Kevin T. Fogerty, Esquire,
in form  and  substance  satisfactory  to  Buyer  and  Buyer's  counsel,  to the
following effect:

                  a.  The  Corporation  is a  duly  and  validly  organized  and
         existing  corporation  in good  standing  under the law of the State of
         Pennsylvania  with full  corporate  power to carry on the  business  in
         which it is engaged,  and it is legally  qualified  to do business as a
         foreign corporation in good standing in the State of Tennessee.

                  b. The  performance of this Agreement and the  consummation of
         the transactions  contemplated in this Agreement will not result in any
         breach or violation of any of the terms or provisions of, or constitute
         a  default  under,  the  Corporation's  Articles  of  Incorporation  or
         By-laws, or any order, rule, or regulation of any court or governmental
         agency or body having  jurisdiction  over the Corporation or any of its


                                       13
<PAGE>

         activities or properties, or any statute, indenture,  mortgage, deed of
         trust, lease, loan agreement, security agreement, or other agreement or
         instrument  known to Seller's  counsel,  to which the  Corporation is a
         party,  by  which  it is  bound,  or to which  any of its  property  is
         subject;

                  c. No provision of the articles of incorporation,  as amended,
         by-laws, as amended, minutes, or share certificates of the Corporation,
         or of any contract to which the  Corporation or Seller is a party or by
         which  it  is  otherwise  bound  or  affected,   prevents  Seller  from
         delivering  good,  absolute and marketable  title to the  Corporation's
         common stock to Buyer as contemplated by this Agreement;

                  d. Except as  disclosed  herein,  Seller has the  complete and
         unrestricted power and right to transfer,  sell, assign, and deliver to
         Buyer  the  Corporation's  common  stock,  and  good,   absolute,   and
         marketable title to the  Corporation's  common stock, free and clear of
         all  liens,   encumbrances,   charges,  escrows,  equities,  and  other
         restrictions.

                  e. The  Corporation  is  authorized  to issue shares of common
         stock,  par value $10 cents per share,  of which there are 1,000 shares
         issued  and  outstanding,  all of which  are duly  authorized,  validly
         issued, and outstanding,  and to the knowledge of Seller's counsel, the
         issuance and sale of the shares did not violate the  Securities  Act of
         1933, as amended or the rules and  regulations  of the  Securities  and
         Exchange Commission or any applicable state securities laws;

                  f. The  Corporation  has no other  authorized  or  outstanding
         series or class of common stock or other securities;



                                       14
<PAGE>

                  g.  Seller's  counsel  has no  knowledge  of  any  litigation,
         proceeding,  or  governmental  investigation  or labor dispute or labor
         trouble pending or threatened against or relating to the Corporation or
         its properties or business, except as set forth in the opinion.

         37.  COVENANT  NOT TO COMPETE - For ten years  following  the  closing,
Seller will not, directly or indirectly,  within the existing  marketing area of
the Corporation in the United States,  enter into or engage  generally in direct
competition  with  the  Corporation  in  the  business  of  manufacturing   high
temperature furnaces or offering toll processing services for advanced materials
such as carbon or  graphite,  either as an  individual  or as a partner or joint
venturer,  as an employee or agent for any person, as an officer,  director,  or
shareholder  of any  corporation,  or  otherwise.  This  covenant on the part of
Seller shall be construed as an agreement  independent of any other provision of
this  Agreement;  and the  existence  of any  claim or cause of action of Seller
against  Buyer,  whether  predicated on this  Agreement or otherwise,  shall not
constitute a defense to the enforcement by Buyer of this covenant.

         38.  INDEMNIFICATION  - Seller shall  indemnify  Buyer on and after the
closing  with  respect  to any  claim,  action,  demand,  loss,  cost,  expense,
liability,  penalty,  or  damages,  including  counsel  fees and other costs and
expenses  reasonably  incurred in  investigating  or in  attempting  to avoid or
oppose the  imposition of damages or in enforcing this  indemnity,  resulting to
Buyer from any of the following:

                  a.  Any  inaccurate  representation  made by or on  behalf  of
         Seller in or pursuant to this Agreement;

                                       15
<PAGE>

                  b.  Breach  of any of the  warranties  made by or on behalf of
         Seller in or pursuant to this Agreement;

                  c.  Breach or default of the  performance  by Seller of any of
         the obligations to be performed by it under this Agreement;

                  d. All debts, liabilities,  and obligations of the Corporation
         at the balance sheet date that are not reflected in the balance  sheet,
         whether known or unknown by Seller;


<PAGE>
                  e. Any  litigation  involving the  Corporation  whether or not
         disclosed to Buyer;

                  f. The Corporation's  failure to own,  possess,  and have good
         title to all  copyrights,  trademarks,  trademark  rights,  patents  or
         business;

                  g. The Corporation's  infringing on or acting adversely to the
         rights or  claimed  rights of any  person  under or in  respect  to any
         copyrights,  trademarks,  trademark rights,  patents, patent rights, or
         patent licenses;

                  h. The  Corporation's  failure in any  respect to perform  any
         obligation  required by it to be  performed  at or prior to the date of
         this  Agreement or at or prior to the closing date, or by reason of any
         default of the  Corporation,  at the date of this  Agreement  or at the
         closing  date,  under  any  of  the  contracts,   agreements,   leases,
         documents,  or other  commitments to which it is a party or by which it
         is otherwise bound or affected.

                  Seller shall reimburse Buyer on demand for any payment made by
Buyer at any time  after  the  closing,  based on the  judgment  of any court of
competent  jurisdiction  or pursuant



                                       16
<PAGE>

to a bona fide  compromise  or  settlement  of claims,  demands,  or action,  in
respect to any damages to which the  foregoing  indemnity  relates.  Buyer shall
give Seller prompt  written  notice of any  litigation  threatened or instituted
against the Corporation that might constitute the basis of a claim for indemnity
by Buyer against Seller.  Notwithstanding any other provision of this Agreement,
Buyer  shall  have the  right to set off  against  any notes of  payment  it may
otherwise  owe to  Seller  any  amount  for which  Buyer  would be  entitled  to
indemnification. Buyer shall indemnify and hold Seller harmless from and against
any and all claims, actions, demand, loss, cost, expense, liability,  penalty or
damages,  fees or expenses,  (including but not limited to reasonable  attorneys
fees, expert witness fees and litigation-related  costs and expenses),  incurred
by Seller as a result of any act,  conduct or omission of Buyer,  in  connection
with the Corporation, after/following the date of closing.

         39.  RECORDS  OF THE  CORPORATION  - For a period  of seven  (7)  years
following the closing date, the books of account and records of the  Corporation
pertaining  to all periods  prior to the  closing  date shall be  available  for
inspection by Seller for use in connection with tax audits (if any).

         40.  EXPENSES - Each party shall bear all expenses  (including  but not
limited to attorneys fees),  incurred by it in connection with this contract and
in the consummation  and preparation for the  transactions  contemplated in this
contract.

         41.  AMENDMENT  AND  WAIVER  - This  contract  may only be  amended  or
modified by an instrument in writing, executed by Seller, Buyer and Corporation,
and each party  waives the right


                                       17
<PAGE>
to argue that the other has  implicitly  waived the right to require this signed
writing, by its actions of conduct.

         42.  ASSIGNMENT - Neither this  contract nor any right  created by this
contract  shall be assignable by either party without the prior written  consent
of the other, and any such non-permissible  attempted assignment shall be deemed
null,  void and of no legal  force  and  effect.  Nothing  in this  contract  is
intended to confer on any person,  other than the parties and their  successors,
any  rights or  remedies  under or by reason of this  contract.  However,  it is
agreed and  understood  that Buyer may assign  this  Agreement  to any  business
entity in which Buyer is a principal.

         43.  NOTICES - Any  notice,  communication,  request  reply,  or advice
("notice")  required or permitted to be given, made, or accepted by either party
under  this  contract  must be in  writing  and may be  given or  served  by (i)
facsimile   transmission   (deemed  given  or  delivered  on  the  date  of  the
transmission),  (ii) a personal  delivery (deemed given or delivered on the date
of  delivery),  (iii) by deposit  with a  reputable  overnight  courier/delivery
service (Airborne  Express,  Federal Express,  etc.) in which event, the notice,
communication,  etc. shall be deemed given or delivered on the day following the
date on which it was  deposited  with or delivered to the carrier for  overnight
delivery  (assuming the delivery actually takes place), or (iv) by registered or
certified mail,  restricted delivery,  postage to be paid, which shall be deemed
delivered of given on the third day following deposit in the mail.

                  For purposes of these notice  requirements,  the  addresses of
the  parties as well as their  legal  counsel to whom notice must also be given,
are follows:



                                       18
<PAGE>

         Seller:                                     With a copy to:
         The Bethlehem Corporation                   Kevin T. Fogerty, Esquire
         25th & Lennox Streets                       1620 Pond Road, Suite 301
         Easton, PA 18045..                          Allentown, PA 18104
         Attn:  President or CFO                     (fax: 610o 366o 0955)
         (fax: 610-258-8154)

         Buyer:                                      With a copy to:

         Bergen Cove Realty Inc.                     Robert A. Bruno, Esquire
         18 East 50th Street                         871 Annette Drive
         New York,  NY 10022                         Wantagh, NY 11793
         (fax: 212-272 -3693)                        (fax: 516-409-5261)


         44.  HEADINGS - Headings  contained in this  contract are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this contract.

         45.  ASSUMPTION OF PENSION PLAN OBLIGATIONS - All of the  corporation's
retirement, employee benefit, employee welfare or other pension plans (hereafter
collectively "the Plan"), and shall assume all obligations and  responsibilities
in  connection  with the Plan.  Seller  shall  deliver  all records of the Plan,
resignations of appointed  trustees and the  administrative  committee,  and all
forms necessary to transfer the assets of the Plan to the trustees  appointed by
Buyer.  Seller  represents  and warrants that as of the closing  date,  the Plan
shall  be in  substantial  compliance  with  all  requirements  of the  Employee
Retirement  Income  Security  Act of 1974  (ERISA),  as amended,  and shall be a
qualified  plan and trust under  Internal  Revenue  Code  Sections  401 and 501.
Seller represents and warrants that all contributions  then required by the Plan
and by law shall have been made as of the closing  date,  that the Plan shall be
in compliance with minimum funding standards under Internal Revenue Code Section
412, and that there are


                                       19
<PAGE>

and have been no "reportable  events" under Title IV of ERISA or the regulations
of the Pension Benefit Guaranty Corporation.

         46.  COUNTERPART  EXECUTION - This  contract  may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

         47.  PARTIES  IN  INTEREST  - All of the terms and  provisions  of this
contract  shall be binding on and inure to the benefit of and be  enforceable by
Buyer and  Seller,  their  heirs,  executors,  administrators,  successors,  and
assigns.

         48.  INTEGRATED  CONTRACT  -  This  contract   constitutes  the  entire
agreement  between  the  parties,  there  are  no  agreements,   understandings,
restrictions,  warranties,  or  representations  between the parties  other than
those  set  forth or  provided  for in  herein,  and  that any and all  prior or
contemporaneous oral or written promises, warranties,  representations and other
communications  shall be deemed  extinguished  herein and merged hereby,  unless
expressly set forth in this agreement.

         49.  CHOICE  OF  LAW - It is the  intention  of the  parties  that  the
substantive   laws  of  the   Commonwealth   of   Pennsylvania   (excluding  its
conflicts-of-law  principles),  shall govern the validity of this contract,  the
construction of its terms,  the  interpretation  of the rights and duties of the
parties,  and any and all rights or claims  arising  out of or  relating to this
Agreement.  The parties agree that any and all disputes or claims arising out of
or relating to this Agreement shall be submitted to binding  arbitration  before
the American Arbitration Association,  to be subject to


                                       20
<PAGE>
the rules and procedures of the AAA, to be administered out of the AAA's offices
in Philadelphia, Pennsylvania.

                                     SELLER:
                                     THE BETHLEHEM CORPORATION


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


                                     BUYER:
                                     BERGEN COVE REALTY INC.

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