EXHIBIT 10.4

                         CONTRACT FOR PURCHASE OF BRANCH


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<PAGE>

CONTRACT OF - SALE-OFFICE, COMMERICAL AND MULTI-FAMILY RESIDENTIAL PREMISES
(2000) This form was prepared by the Committee on Real Property Law of the
Association of the Bar of the City of New York. To view an introduction to the
form, visit the Real Estate Law page at www.abcny,org.
                                        --------------

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

                                Between

                                Shellbar, Inc.
                                1311 Kona Court
                                Boyton Beach, Florida 33437("Seller")
                                ---------------------------

                                And

                                Flatbush Federal Savings and Loan Association of
                                Brooklyn
                                2146 Nostrand Avenue,
                                Brooklyn, New York(Purchaser")
                                ------------------

                                Dated  September 29, 2005
                                       ------------------

                                Premises:

                                Street Address: 6410 18th Avenue
                                                ----------------
                                City or Town:   Brooklyn
                                                --------
                                County:         Kings
                                                -----
                                State:          New York
                                                --------


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<PAGE>

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

CONTRACT DATED ____________________ between Shellbar, Inc. ("Seller") and
Flatbush Federal Savings and Loan ("Purchaser").

      Seller and Purchaser hereby covenant and agree as follows:

Section 1. Sale of Premises and Acceptable Title

      1.01 Seller shall sell to  Purchaser,  and Purchaser  shall  purchase from
Seller,  at the  price  and upon  the  terms  and  condition  set  forth in this
contract:  (a) the parcel of land more  particularly  described  in  Schedule A.
attached hereto  ("Land");  (b) all buildings and  improvements  situated on the
Land (collectively, "Building"); (e) all right, title and interest of Seller, if
any, in and to the land lying in the bed of any street or highway in front of or
adjoining  the Land to the center line  thereof and to any unpaid  award for any
taking by  condemnation or any damage to the Land by reason of a change of grade
of any street or highway; (d) the appurtenances and all the estate and rights of
Seller in and to the Land and Building and (e) all right,  title and interest of
Seller,  if any, in and to the fixtures,  equipment and other personal  property
attached or appurtenant to the Building (collectively, "Premises"). For purposes
of this contract, "appurtenances" shall include all right, title and interest of
Seller in and to (i) the leases  for space in the  Building  and all  guarantees
thereof,  as shown on Schedule E attached  hereto and an leases  entered into by
Seller  between  the  date of this  contract  and the  Closing  (as  hereinafter
defined);  (ii) the Service  Contracts (as  hereinafter  defined):  (iii) plans,
specifications architectural and engineering drawings, prints, surveys, soil and
substrata studies relating to the Land and the Building in Seller's  possession;
(iv) all operating  manuals and books,  data and records  regarding the Land and
the Building and its component systems in Seller's possession; (v) all licenses,
permits,  certificates  of occupancy  and other  approvals  issued by any state,
federal or local authority  relating to the se,  maintenance or operation of the
Land and the  Building to the extent that they may be  transferred  or assigned;
(vi) all warranties or guaranties,  if any,  applicable to the Building,  to the
extent such warranties or guaranties are  assignable;  and (vii) all tradenames,
trademarks, servicemarks, logos, copyrights and good will relating to or used in
connection  with the  operation of the Land and the  Building.  The Premises are
located at or known as 6410 18th Avenue, Brooklyn, New York.

      1.02 Seller  shall convey and  Purchaser  shall accept fee simple title to
the Premises in accordance with the terms of this contract, subject only to: (a)
the matters set forth in Schedule B attached  hereto  (collectively,  "Permitted
Exceptions");  and (b) such other matters as (i) the title insurer  specified in
Schedule D attached  hereto (or if none is so specified,  then any title insurer
licensed to do  business  by the State of New York)  shall be  willing,  without
special  premium,  to omit as exceptions to coverage or to except with insurance
against collection out of or enforcement  against the Premises and (ii) shall be
accepted  by any lender  described  in Section  274-a of the real  Property  Law
("Institutional  Lender")  which has  committed  in writing to provide  mortgage
financing to Purchaser of the  Premises  ("Purchaser's  Institutional  Lender"),
except  that  if  such  acceptance  by  Purchaser's   Institutional   Lender  is
unreasonably  withheld or delayed,  such acceptance shall be deemed to have been
given.

Section 2. Purchase Price, Acceptable Funds, Existing Mortgages, Purchase Money,
Mortgage Escrow of Downpayment and Foreign Persons

      2.01 The  purchase  price  ("Purchase  Price") to be paid by  Purchaser to
Seller  for  the  Premises  as  provided  in  Schedule  C  attached   hereto  is
$1,700,000.00.

      2.02 All monies payable under this contract, unless otherwise specified in
this contract,  shall be paid by (a) certified checks of Purchaser or any person
making a purchase  money loan to  Purchaser  drawn on any bank or trust  company
having a banking office in the City of New York and which is a member of the New
York Clearing  House  Association  or (b) official bank checks drawn by any such
banking  institution,  payable to the order of Seller,  except that  uncertified
checks of Purchaser  payable to the order of Seller up to the amount of one-half
of one percent of the  Purchase  Price shall be  acceptable  for sums payable to
Seller at the Closing,  or (c) with respect to the portion of the Purchase Price
payable at the Closing,  at Seller's  election,  by wire transfer of immediately
available  federal funds to an account  designated by Seller not less than three
business days prior to the Closing.


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<PAGE>

      2.03 [INTENTIONALLY OMITTED BY PARTIES]

      2.04 [INTENTIONALLY OMITTED BY PARTIES]

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

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

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

            (d) If Escrowee is Seller's attorney,  Escrowee or any member of its
firm shall be  permitted  to act as counsel  for Seller in any dispute as to the
disbursement  of the  Downpayment

            (e) or any other dispute between the parties whether or not Escrowee
is in possession of the Downpayment and continues to act as Escrowee.

            (f) Escrowee may act or refrain from action in respect of any matter
referred  to in this 2.05 in full  reliance  upon and with the advise of counsel
which may be  selected  by it  (including  any  member of its firm) and shall be
fully  protected in so acting or refraining  from action upon the advice of such
counsel.

      2.06 In the event  that  Seller  is a  "foreign  person",  as  defined  in
Internal   Revenue  Code  Section  1445  and   regulations   issued   thereunder
(collectively,  the "Code  Withholding  Section"),  or in the event that  Seller
fails to deliver the  certification  of non-foreign  status required under 10.12
(c), or in the event that Purchaser is not entitled  under the Code  Withholding
Section to rely on such certification,  Purchaser shall deduct and withhold from
the Purchase Price a sum equal to ten percent (10%) thereof and shall at Closing
remit the withheld amount with Forms 8288 and 8288A or any successors thereto to
the Internal  Revenue  Service;  and if the cash  balance of the Purchase  Price
payable  to  Seller  at  the  Closing  after   deduction  of  net   adjustments,
apportionments  and credits (if any) to be made or allowed in favor of Seller at
the Closing as herein  provided is less than ten percent  (10%) of the  Purchase
Price, Purchaser shall have the right to terminate this contract, in which event
Seller shall refund the Downpayment to Purchaser and shall  reimburse  Purchaser
for title  examination  and survey  costs as if this  contract  were  terminated
pursuant to 13.02.  The right of termination


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<PAGE>

provided for in this 2.06 shall be in addition to and not in  limitation  of any
other rights or remedies available to Purchaser under applicable law.

Section 3. The Closing

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

Section 4. Representations and Warranties of Seller

Seller represents and warrants to Purchaser as follows:

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

      4.02 [INTENTIONALLY OMITTED BY PARTIES]

      4.03 The  information  concerning  written leases (which together with all
amendments and  modifications  thereof are collectively  referred to as "Lease")
and any  tenancies in the Premises not arising out of the Leases  (collectively,
"Tenancies")  set forth in  Schedule  E attached  herein  ("Rent  Schedule")  is
_________________accurate as of the date set forth therein or, if no date is set
forth therein, as of the date hereof and there are no Leases or Tenancies of any
space in the Premises  other than those set forth  therein and any  subleases or
subtenancies. Except as otherwise set forth in the Rent Schedule or elsewhere in
this contract"

      (a)   all of the  Leases are in full force and effect and none of them has
            been modified, amended or extended;

      (b)   no renewal or extension  option or options for additional space have
            been granted to tenants;

      (c)   no tenant has an option to purchase the Premises or a right of first
            refusal or first offer with respect to a sale of the Premises;

      (d)   the rents set forth are being collected on a current basis and there
            are no arrearages in excess of one month;

      (e)   no tenant is entitled to rental  concessions  or abatements  for any
            period subsequent to the scheduled date of closing;

      (f)   Seller has not sent written notice to any tenant  claiming that such
            tenant is in default, which default remains uncured;

      (g)   No action or proceeding  instituted  against Seller by any tenant of
            the Premises is presently pending in any court,  except with respect
            to claims  involving  personal  injury or property  damage which are
            covered by insurance;

      (h)   There are no  security  deposits  other  than those set forth in the
            Rent Schedule:

      (i)   True and  complete  copies  of the  Leases  have been  delivered  to
            Purchaser  or  its  counsel  and  initialed  by  representatives  of
            Purchaser and Seller;

      (j)   The tenants  under the Leases are in actual  possession of the space
            demised;

      (k)   Seller has performed  all of the  landlord's  obligations  under the
            Leases and no notice of any default of the landlord under the Leases
            has been given or to the knowledge of Seller is pending;


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      (l)   To  the  best  of  Seller's  knowledge,  no  action  or  proceeding,
            voluntary or  involuntary,  is pending  against any tenant under any
            bankruptcy or insolvency act; and

      (m)   No leasing  commissions  are due or owing with respect to any of the
            Leases.

If any Leases  which have been  exhibited  to and  initialed by Purchaser or its
representative  contain  provisions  that are  inconsistent  with the  foregoing
representations  and warranties,  such  representations  and warranties shall be
deemed modified to the extent necessary to eliminate such  inconsistency  and to
conform such representations and warranties to the provisions of the Leases.

      4.04 [INTENTIONALLY OMITTED BY PARTIES]

      4.05 [INTENTIONALLY OMITTED BY PARTIES]

      4.06 [INTENTIONALLY OMITTED BY PARTIES]

      4.07 [INTENTIONALLY OMITTED BY PARTIES]

      4.08 [INTENTIONALLY OMITTED BY PARTIES]

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

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

      4.11 Except as otherwise set forth in a schedule  attached hereto, if any,
all of the items of personal  property (or replacements  thereof) listed in such
schedule,  if any,  are and on the Closing  Date will be owned by Seller free of
liens and encumbrances other than the lien(s) of the Existing  Mortgages(s),  if
any.

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

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

      4.14 Seller is not a "foreign  person" as defined in the Code  Withholding
Section.

      4.15 Seller is a Corporation  that has been duly  organized and is validly
and  presently  existing  in good  standing  under  the laws of the state of its
formation.

      4.16 Seller has taken all  necessary  action to authorize  the  execution,
delivery and  performance  of its  contract  and has the power and  authority to
execute,  deliver and perform  this  contract  and  consummate  the  transaction
contemplated hereby. Assuming due authorization,  execution and delivery by each
other party hereto,  this contract and all  obligations of Seller  hereunder are
the legal,  valid and binding  obligations of Seller,  enforceable in accordance
with the terms of this contract,  except as such  enforcement  may be limited by
bankruptcy,  insolvency,  reorganization  or other  similar laws  affection  the
enforcement of creditors'  right  generally and by general  principles of equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law).


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<PAGE>

      4.17 The execution and delivery of this  contract and the  performance  of
its obligations  hereunder by Seller will not conflict with any provision of any
law or  regulation  to which Seller is subject or any agreement or instrument to
which  Seller  is a party  or by  which  it is  bound  or any  order  or  decree
applicable  to Seller or result in the creation or imposition of any lien on any
of Seller's assets or property which would  materially and adversely  affect the
ability of Seller to Carry out the terms of this  contract.  Seller has obtained
any  consent,  approval,  authorization  or order of any  court or  governmental
agency or body required for the execution,  delivery or performance by Seller of
this contract.

      4.18 There are no pending  proceedings or appeals to correct or reduce the
assessed valuation of the Premises.

For purposes of this Section,  the phase "to Seller's  knowledge" shall mean the
actual knowledge of actual notice without any special investigation.

The  representations  and  warranties  made by Seller in this contract  shall be
deemed restated and shall be true and accurate on the Closing Date.

Section 5. Acknowledgements, Representations and Warranties of Purchaser

Purchaser acknowledges that:

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

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

      Purchaser represents and warrants to Seller that:

      5.03 The funds  comprising the Purchase Price to be delivered to Seller in
accordance with this contract are not derived from any illegal activity.

      5.04 Purchaser has taken all necessary  action to authorize the execution,
delivery and  performance  of this  contract and has the power and  authority to
execute,  deliver and perform  this  contract and the  transaction  contemplated
hereby.  Assuming due authorization,  execution and delivery by each other party
hereto,  this contract and all obligations of Purchaser hereunder are the legal,
valid and binding  obligations of Purchaser,  enforceable in accordance with the
terms of this contract, except as such enforcement may be limited by bankruptcy,
insolvency,  reorganization  or other similar laws affecting the  enforcement of
creditor's rights generally and by general  principles of equity  (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

      5.05 The execution and delivery of this  contract and the  performance  of
its  obligations  hereunder by Purchaser will not conflict with any provision of
any law or  regulation  to  which  Purchaser  is  subject  or any  agreement  or
instrument to which Purchaser is a party or by which it is bound or any order or
decree  applicable  to Purchaser or result in the creation or  imposition of any
lien on any of  Purchaser's  assets  or  property  which  would  materially  and
adversely  affect  the  ability  of  Purchaser  to carry  out the  terms of this
contract.  Purchaser has obtained any consent, approval,  authorization or order
or any court or governmental agency or body required for the execution, delivery
or performance by Purchaser of this contract.

Section 6. Seller's Obligations as to Leases


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      6.01 Unless  otherwise  provided in a schedule  attached to this contract,
between the date of this  contract  and the Closing,  Seller shall not,  without
Purchaser's  prior written  consent,  which  consent  shall not be  unreasonable
withheld:  (a) amend, renew or extend any Lease in any respect,  unless required
by law; (b) grant a written lease to any tenant  occupying  space  pursuant to a
Tenancy;  or (c) terminate any lease or Tenancy except by reason of a default by
the tenant thereunder.

      6.02 Unless  otherwise  provided in a schedule  attached to this contract,
between  the date of this  contract  and the  Closing,  Seller  shall not permit
occupancy  of, or enter into any new lease for,  space in the Building  which is
presently  vacant or which may  hereafter  become  vacant  without  first giving
Purchaser  written notice of the identity of the proposed tenant,  together with
(a)  either a copy of the  proposed  lease or a summary  of the terms of payment
thereof. If Purchaser objects to such proposed lease,  Purchaser shall so notify
Seller within 4 business  days after  receipt of Seller's  notice if such notice
was  personally  delivered  to  Purchaser,  or within 7 business  days after the
mailing of such notice by Seller to  Purchaser,  in which case Seller  shall not
enter into the proposed lease.  Unless otherwise provided in a schedule attached
to this contract,  Purchaser  shall pay to Seller at the Closing,  in the manner
specified  in 2.02,  the rent and  additional  rent that would have been payable
under the proposed  lease from the date on which the tenant's  obligation to pay
rent would have  commenced  if Purchaser  had not so objected  until the Closing
Date, less the amount of the brokerage  commission  specified in Seller's notice
and the reasonable  cost of decoration or other work required to be performed by
the landlord  under the terms of the proposed  lease to suit the premises to the
tenant's occupancy ("Reletting  Expenses"),  prorated in each case over the term
of the proposed lease and  apportioned as of the Closing Date. If Purchaser does
not so notify Seller of its objection, Seller shall have the right to enter into
the proposed lease with the tenant  identified in Seller's  notice and Purchaser
shall pay to Seller,  in the manner  specified in 2.02, the Reletting  Expenses,
prorated in each case over the term of the lease and apportioned as of the later
of the Closing Date or the rent commencement date. Such payment shall be made by
Purchaser to Seller at the  Closing.  In no event shall the amount so payable to
Seller exceed the sum actually paid by Seller on account thereof.

      6.03 If any space is vacant on the Closing  Date,  Purchaser  shall accept
the  Premises  subject  to such  vacancy,  provided  that  the  vacancy  was not
permitted  or created by Seller in violation  of any  restrictions  contained in
this contract. Seller shall not grant any concessions or rent abatements for any
period following the Closing without  Purchaser's prior written consent.  Seller
shall not apply all or any part of the  security  deposit of any  tenant  unless
such tenant has vacated the Premises.

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

      6.05 Seller hereby  indemnifies and agrees to defend Purchaser against any
claims  made  pursuant  to 7-107 or 7-108 of the  General  Obligations  Law (the
"GOL") by tenants  who resided in the  Premises on or prior to the Closing  Date
other than (a) claims with respect to tenants security deposit paid, credited or
assigned to Purchaser  pursuant to 10.03,  (b) claims made  pursuant to 7-107 of
the GOL,  with respect to funds for which Seller was not liable,  and (c) claims
made  pursuant to 7-108 of the GOL by tenants to whom  Purchaser  failed to give
the written  notice  specified in 7-108 (c) of the GOL within  thirty days after
the Closing  Date.  The  foregoing  indemnity  and  agreement  shall survive the
Closing  and shall be in lieu of any escrow  permitted  by 7-108 (d) of the GOL,
and Purchaser hereby waives any right it may have to require any such escrow.

Section 7. Responsibility for Violations

      7.01  Except  as  provided  in 7.02 and  7.03,  all  notes or  notices  of
violations of law or governmental ordinances,  orders or requirements which were
noted  or  issued  prior  to the  date  of  this  contract  by any  governmental
department,  agency or bureau having jurisdiction as to conditions affecting the
Premises and all liens which have attached to the Premises  prior to the Closing
pursuant  to the  Administrative  Code of the City of New York,  if  applicable,
shall be


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<PAGE>

removed or complied with by Seller.  If such removal or compliance  has not been
completed prior to the Closing, Seller shall pay to Purchaser at the Closing the
reasonably  estimated  unpaid  cost  to  effect  or  complete  such  removal  or
compliance,  and  Purchaser  shall be required to accept  title to the  Premises
subject  thereto,  except  that  Purchaser  shall not be required to accept such
title and may terminate  this  contract as provided in 13.02 if (a)  Purchaser's
Institutional  Lender  reasonable  refuses  to  provide  financing  by reason of
Purchaser.

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

      7.03  Regardless  of whether a violation has been noted or issued prior to
the date of this contract,  Seller's  failure to remove or fully comply with any
violations  which a tenant is required to remove or comply with  pursuant to the
terms of its lease by reason of such  tenant's use or occupancy  shall not be an
objection to title.  Purchaser  shall  accept the  Premises  subject to all such
violations without any liability of Seller with respect thereto or any abatement
of  or  credit   against  the  Purchase   Price,   except  that  if  Purchaser's
Institutional  Lender  reasonably  refuses to provide  financing  by reason of a
violation  described  above,  Purchaser  shall not be  required  to  accept  the
Premises  subject  thereto and Purchaser  shall have the right to terminate this
contract in the manner provided in 13.02.

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

Section 8. Destruction, Damage or Condemnation

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

Section 9. Covenants of Seller

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

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

      9.02 Seller  shall not modify or amend any Service  Contract or enter into
any new service  contract  unless the same is terminable  without penalty by the
then owner of the Premises upon not more than 30 day's notice.

      9.03 If an Insurance schedule is attached hereto, Seller shall maintain in
full force and effect until the Closing the Insurance policies described in such
schedule or renewals  thereof for no more than one year of those expiring before
the Closing.

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

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


                                       46
<PAGE>

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

Section 10. Seller's Closing Obligations

At the Closing, Seller shall deliver the following to Purchaser:

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

      10.02 All  Leases  initialed  by  Purchaser  and all  others  in  Seller's
possession.

      10.03 A schedule of all security  deposits (and, if the Premises  contains
six or more family dwelling units,  the most recent reports with respect thereto
issued by each banking  organization in which they are deposited pursuant to GOL
7-103) and a check or credit to  Purchaser  in the  amount of any cash  security
deposits, including any interest thereon, held by Seller on the Closing Date or,
if held by an  Institutional  Lender,  an  assignment  to Purchaser  and written
instructions to the holder,  of such deposits to transfer the same to Purchaser,
and  appropriate  instruments  of transfer  or  assignment  with  respect to any
security deposits which are other than cash.

      10.04 A schedule  updating the Rent Schedule and setting forth all arrears
in rents and all prepayments of rents.

      10.05 All  Service  Contracts  initialed  by  Purchaser  and all others in
Seller's  possession  which  are in  effect  on the  Closing  Date and which are
assignable by Seller.

      10.06 An assignment to purchaser,  without recourse or warranty, of all of
the  interest  of  Seller  in  those  Service  Contracts,   insurance  policies,
certificates,  permits and other  documents  to be delivered to Purchaser at the
Closing which are then in effect and are assignable by Seller.

      10.07 (a)  Written  consent(s)  of the  Mortgagee(s),  if  required  under
2.03(b)  (b)  certificate(s)  executed  by the  Mortgagee(s)  in proper form for
recording and certifying (i) the amount of the unpaid principal balance thereof,
(ii) the maturity date thereof,  (iii) the interest rate,  (iv) the last date to
which  interest has been paid thereon and (v) the amount of any escrow  deposits
held  by the  Mortgagee(s);  Seller  shall  pay  the  fees  for  recording  such
certificate(s).  Any Mortgagee  which is an  Institutional  Lender may furnish a
letter  complying  with Section  274-a of the Real  Property Law in lieu of such
certificate.

      10.08 An  assignment of all Seller's  right,  title and interest in escrow
deposits for real estate taxes,  insurance  premiums and other amounts,  if any,
then held by the Mortgagee(s).

      10.09 All original  insurance  policies with respect to which premiums are
to be apportioned or, if unobtainable, true copies or certificates thereof.

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

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

      10.12 (a) Checks to the order of the  appropriate  officers  in payment of
all  applicable  real  property  transfer  taxes and copies of any  required tax
returns  therefore  executed  by Seller,  which  checks  shall be  certified  or
official bank


                                       47
<PAGE>

checks  if  required  by the  taxing  authority,  unless  Seller  elects to have
Purchaser pay any of such taxes and credit  Purchaser  with the amount  thereof,
and (b) a  certification  of  non-foreign  status,  in form required by the Code
Withholding  Section,  signed under penalty of perjury.  Seller understands that
such  certification  will be retained by Purchaser and will be made available to
the Internal Revenue Service on request.

      10.13 To the  extent  they  are then in  Seller's  possession,  copies  of
current painting and payroll  records.  Seller shall make all other Building and
tenant files and records  available to Purchaser for copying,  which  obligation
shall survive the Closing.

      10.14 An original letter, executed by Seller or by its agent, advising the
tenants of the sale of the Premises to Purchaser  and  directing  that rents and
other payments thereafter be sent to Purchaser or as Purchaser may direct.

      10.15 Notice(s) to the  Mortgagee(s),  executed by Seller or by its agent,
advising of the sale of the  Premises to  Purchaser  and  directing  that future
bills and other  correspondence  should  thereafter  be sent to  Purchaser or as
Purchaser may direct.

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

      10.17  Possession  of the  Premises  in the  condition  required  by  this
contact, subject to the Leases and Tenancies, and keys therefore.

      10.18 A blanket  assignment,  without recourse or  representation,  of all
Seller's right,  title and interest,  if any, to all  contractors',  suppliers',
material men's and builders'  guarantees  and  warranties of workmanship  and/or
materials  in force and effect with  respect to the Premises on the Closing Date
and a true and complete copy of each thereof.

      10.19 Estoppel  letters in the form attached hereto as Schedule F from the
following tenants; Flatbush Federal Savings and Loan Association of Brooklyn
                   ---------------------------------------------------------

      10.20  A  certificate  of  Seller   confirming  that  the  warranties  and
representations  of Seller set forth in this  contract  are true and complete on
and as of the Closing Date (the  statements  made in such  certificate  shall be
subject to the same  limitations  on  survival  as are  applicable  to  Seller's
representations and warranties under 4).

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

Section 11. Purchaser's Closing Obligations

At the Closing, Purchaser shall:

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

      11.02 [INTENTIONALLY OMITTED BY PARTIES]

      11.03 [INTENTIONALLY OMITTED BY PARTIES]

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


                                       48
<PAGE>

      11.05   Deliver  to  Seller  an  agreement   assuming  all  of  landlord's
obligations  under the Leases from and after the Closing  Date and  indemnifying
and agreeing to defend Seller against any claims made by tenants with respect to
any failure to perform such obligations.

      11.06 Deliver to Seller a certificate  confirming  that the warranties and
representations of Purchaser set forth in this contract are true and complete as
of the Closing Date.

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

Section 12. Apportionments

      12.01 The  following  apportionments  shall be made between the parties at
the Closing as of the close of business on the day prior to the Closing Date:

      (a)   prepaid  rents and  Additional  Rents  (as  defined  in  12.03)  and
            revenues, if any, from telephone booths,  vending machines and other
            income-producing agreements;

      (b)   no adjustments shall be made for taxes,  utilities and other charges
            payable by purchaser under the lease agreement.

      (c)   [INTENTIONALLY OMITTED BY PARTIES]

      (d)   [INTENTIONALLY OMITTED BY PARTIES]

      (e)   [INTENTIONALLY OMITTED BY PARTIES]

      (f)   [INTENTIONALLY OMITTED BY PARTIES]

      (g)   [INTENTIONALLY OMITTED BY PARTIES]

      (h)   [INTENTIONALLY OMITTED BY PARTIES]

      (i)   [INTENTIONALLY OMITTED BY PARTIES]

      (j)   [INTENTIONALLY OMITTED BY PARTIES]

      ((k)  [INTENTIONALLY OMITTED BY PARTIES]

      12.02 [INTENTIONALLY OMITTED BY PARTIES]

      12.03 [INTENTIONALLY OMITTED BY PARTIES]


                                       49
<PAGE>

Section 13.  Objections to Title,  Failure of Seller of Purchaser to Perform And
Vendee's Lien

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

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

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

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

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


                                       50
<PAGE>

Section 14. Broker

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

Section 15. Notices

      15.01 All  notices  under this  contract  shall be in writing and shall be
delivered  personally or shall be sent by prepaid  registered or certified mail,
or by prepaid  overnight  courier  with receipt  acknowledged,  addressed as set
forth in Schedule D, or as Seller or Purchaser shall otherwise have given notice
as herein provided.

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

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

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

Section 17. Due Diligence Period

      17.01 During the period (the "Due  Diligence  Period")  commencing  on the
date  hereof  and  ending  at 5:00  P.M.  Eastern  Standard  Time n the 39th day
following the date hereof,  Purchaser  shall have the right to have the Premises
inspected during  reasonable hours,  after reasonable  notice to Seller,  and to
obtain  the  following  inspection  reports  with  respect to the  Premises,  at
Purchaser's sole cost and expense:

      (a) An inspection and report (the "Environmental  Report") from a licensed
environmental  inspection  laboratory or a licensed  engineer  (the  "Inspection
Company")  with  respect  to the  presence  or  absence  of  hazardous  or toxic
substances  or  conditions  at  the  Premises  including,   without  limitation,
asbestos,  polychlorinated  biphenyls,  petroleum  products and those  hazardous
substance defined in the Comprehensive Environmental Response, Compensation, and
Liability  Act, 42 U.S.C.  9601 et seq. and all amendments  thereto,  including,
without limitation,  the Superfund Amendments and Reauthorization Act, 42 U.S.C.
9601 et seq., and the rules and  regulations  promulgated  thereunder;  New York
State  Environmental  Liability Review Act, New York Environmental  Conservation
Law (ECL) 8-0101 et seq.;  and the New York State Water  Pollution  Control Act,
ECL 17-01:01 et seq., (collectively,  "Hazardous Substances"),  on the Premises;
and

      (b) An  inspection  and report (the  Engineering  Report") from a licensed
engineer and other appropriate professionals (collectively, the "Engineer") with
respect to the structural and physical condition of the Premises, all mechanical
systems and utilities  servicing  the Premises,  curtain  walls,  roofs,  wells,
septic and drainage systems, and compliance with the Americans with Disabilities
Act (collectively, "Building Conditions").


                                       51
<PAGE>

      17.02  Purchaser  shall  cause  copies  of the  Environmental  Report  and
Engineering Report (collectively,  the "Report") to be delivered to Seller prior
to the  expiration  of the Due Diligence  Period.  Purchaser may elect to cancel
this contract,  by written notice (the "Termination Notice") to Seller delivered
on or before the last day of the Due Diligence  Period, if (i) the Environmental
Report  states that there are  Hazardous  Substances on the Premises or (ii) the
Engineering Report states that there are defects in the Building Conditions (a "
Defective  Condition") and, in the best  professional  judgment of the Engineer,
such Defective Condition(s) will cost in excess of $ 2,500.00 to correct.
                                                   ----------

      17.03 During the Due Diligence  Period,  Seller agrees to cooperate in all
reasonable respects with Purchaser and agrees to make available to Purchaser and
its agents all of the books,  files and records  relating to the Premises  which
are in the possession or under the control of Seller.

      17.04  Purchaser  hereby  indemnifies and agrees to defend and hold Seller
harmless  from  all  loss,  cost  (including,  without  limitation,   reasonable
attorneys'  fees),  claim or damage caused by the  inspection of the Premises by
Purchaser, its agents, consultants or representatives.

      17.05 TIME SHALL BE OF THE ESSENCE  WITH  RESPECT TO  PURCHASER'S  ACTIONS
PURSUANT TO THIS SECTION 17. In the event  Purchaser  shall (i) fail to have the
Premises  inspected  prior to the expiration of the Due Diligence  Period,  (ii)
fail to deliver a copy of the Reports to Seller prior to the  expiration  of the
Due Diligence  Period or (iii) fail to give the Termination  Notice prior to the
expiration of the Due Diligence period, Purchaser shall be deemed to have waived
the right to cancel this contract as provided in 17.02.

Section 18. Miscellaneous Provisions

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

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

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

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

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

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

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

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


                                       52
<PAGE>

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

                                        Seller: Shellbar, Inc.


                                        By: /s/ Barry E. Franklin
                                            ---------------------
                                        Barry E. Franklin
                                        Vice President and Treasurer

                                        Purchaser: Flatbush Federal Savings and
                                        Loan Association


                                        By: /s/ Anthony J. Monteverdi
                                            -------------------------
                                        Anthony J. Monteverdi
                                        President


                                       53
<PAGE>

Receipt by Escrowee

The undersigned Escrowee hereby acknowledges receipt of $170,000.00, by check
subject to collection, to be held in escrow pursuant to 2.05.


                                                  Marc A. Zirogiannis, Esq. P.C.
                                                  ------------------------------


                                       54
<PAGE>

                                   Schedule A

                             DESCRIPTION OF PREMISES

         (to be attached separately and to include tax map designation)


                                       55
<PAGE>

                                   Schedule B

                               PERMITTED EXCEPTION

1.    Zoning___________________regulations and ordinances which are not violated
      by the existing  structures or present use thereof and which do not render
      title uninsurable.

2.    Consents by the Seller or any former owner of the remises for the erection
      of any structure or structures  on, under or above any streets on which do
      not render title uninsurable..

3.    [INTENTIONALLY OMITTED BY PARTIES]

4.    Leases and Tenancies  specified in the Rent Schedule and any new leases or
      tenancies not prohibited by this contract.

5.    Unpaid  installments  of assessments  not due and payable on or before the
      Closing Date.

6.    [INTENTIONALLY OMITTED BY PARTIES]

7.    (a) Rights of  utility  companies  to lay,  maintain,  install  and repair
pipes,  lines, poles,  conduits,  cable boxes and related equipment on, over and
under the  Premises,  provided  that none of such rights  imposes  any  monetary
obligation on the owner of the Premises.

      (b) Encroachments of stoops, areas, cellar steps, trim cornices,  lintels,
window sills, awnings,  canopies,  ledges,  fences, hedges, coping and retaining
walls  projecting  from the  Premises  over any  street or  highway  or over any
adjoining  property  and  encroachments  of  similar  elements  projecting  from
adjoining property over the Premises.

      (c)  Revocability  or lack of  right  to  maintain  vaults,  coal  chutes,
excavations or sub-surface equipment beyond the line of the Premises.

      (d) Any state of facts that any accurate survey would  disclose,  provided
that such facts do not  render  title  unmarketable.  For the  purposes  of this
contract,  none of the facts shown on the survey, if any, identified below shall
be deemed to render  title  unmarketable,  and  Purchaseer  shall  accept  title
subject thereto:

      (e) Property Delivered "AS IS" except as otherwise stated herein.

      (f) Property Subject to any existing leases and tenancies.


                                       56
<PAGE>

                                   Schedule C

                                 PURCHASE PRICE

           The Purchase Price shall be paid as follows:

(a) By check subject to collection, the receipt of
    Which is hereby acknowledged by Seller:                     $     170,000.00

(b) By check or checks delivered to Seller at the
    Closing in accordance with the provisions of
    2.02:                                                       $   1,530,000.00

(c) By acceptance of title subject to the following
    Existing Mortgages(s):                                      $           0.00

(d) By execution and delivery to Seller by Purchaser
    or a note secured by a Purchase Money Mortgage              $           0.00

Purchase Price                                                  $   1,700.000.00


                                       57
<PAGE>

                                   Schedule D

                                  MISCELLANEOUS

1.    Title insurer designed by the parties (1.02): Any Reputable Title Company
      Licensed in New York State

2.    Last date for consent by Existing mortgagee(s (2.03(b):

3.    Maximum Interest Rate of any Refinances Mortgage (2.04(b):

4.    Prepayment Date on or after which Purchase Money Mortgage may be prepaid
      (2.04(c):

5.    Seller's tax identification number (2.05):

6.    Purchaser's tax identification number (2.05):

7.    Scheduled time and date of Closing (3.01): September 30, 2005 12:00 p.m.

8.    Place of Closing (3.01): Marc A. Zirogiannis, Esq. P.C. 1065 Old Country
      Rd., Suite 204, Westbury, New York

9.    Assessed valuation of Premises (4.10):

10.   Fiscal year and annual real estate taxes on Premises (4.10):

11.   Tax abatements or exemptions affecting Premises (4.10):

12.   Assessments on Premises (4.13):

13.   Maximum Amount which Seller must spend to cure violations, etc. (7.02)
      $500.00

14.   Maximum expense of Seller to cure title defects, etc. (13.02): $500.00

15.   Broker, if any (14.01): None

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

17.   Address for notices (15.01):

      If to Seller: Shellbar, Inc
                    1311 Lona Court,
                    Boyton Beach, Florida  33437

      With a copy to Seller's attorney: Marc A. Zirogiannis, Esq. P.C.
                                        1065 Old Country Rd., Suite 204
                                        Westbury, New York  11590

      If to Purchaser: Flatbush Federal Savings and Loan Association of Brooklyn
                       2146 Nostrand Avenue
                       Brooklyn, New York

      With a copy to Purchaser's attorney: Kevin J. Kiley, Esq.
                                           107 Northern Blvd., Suite 304
                                           Great Neck, New York  11021


                                       58
<PAGE>

18.   Limitation Date for actions based on Seller's surviving representations
      and other obligations (16.01):

19.   Additional schedules or Riders (17.08):


                                       59
<PAGE>

                                   Schedule E

                                  RENT SCHEDULE

                           (to be attached separately)


                                       60
<PAGE>

                                   Schedule F

                             FORM OF ESTOPPEL LETTER

                           (To be attached separately)


                                       61
<PAGE>

RIDER TO CONTRACT OF SALE DATED SEPTEMBER 2005

SHELLBAR, INC., Seller(S)

FLATBUSH FEDERAL SAVINGS & LOAN ASSOCIATION, Purchaser(S)

PREMISES: 6410 18TH AVENUE, BROOKLYN, NEW YORK

The  Purchaser  has had a Phase I  Environmental  Site  Assessment  (ESA) of the
premises conducted by Merrick Engineering Consultants,  PC and a copy of the ESA
report  dated  September  6, 2005 has been  provided to the Seller.  Said report
revealed de minimis  conditions in the premises  which,  although not considered
Recognized   Environmental   Conditions  (REC),  the  engineer  has  recommended
remedying.

The Seller has agreed to remedy the  conditions  contained in the ESA report and
toward that end has contracted  with Safety  Environmental  Company of New York,
Inc. to perform the  remediation  in accordance  with the terms and condition of
their Reversed (sic) Proposal dated September 16, 2005. The Seller agrees Safety
Environmental  shall perform the tasks as set forth in their  September 16, 2005
proposal and that Seller will be responsible for payment thereof.

The  Purchase  shall  advance  payment of the  expenses of Safety  Environmental
Company of New York,  Inc. and shall  receive a credit for said  payments at the
closing of title to the property,  or, if said closing shall occur after October
1, 2005,  then said credit shall be taken by the Purchaser from the rent due the
Seller for the month of October. The limit of Sellers liability is $5,000.00.


                               By: /s/ Barry Franklin, Vice President, Treasurer
                                   ---------------------------------------------
                                   SHELLBAR, INC.


                               By: /s/ Anthony J. Monteverdi, President
                                   ------------------------------------
                                   FLATBUSH FEDERAL SAVINGS
                                   & LOAN ASSOCIATION


                                       62
<PAGE>

This Agreement  Between  THE JACK D. FRANKLIN TRUST

C/O JACK FRANKLIN residing at 6370 San Michel Way, Del Ray Beach, Fl., as
Landlord, and

FLATBUSH FEDERAL SAVINGS AND LOAN ASSOICATION OF BROOKLYN, a banking institution
with offices at 2146 Nostrand Avenue, Brooklyn, New York, as Tenant

Witnesseth: The Landlord hereby leases to the Tenant the following premises:

ENTIRE PREMISES KNOWN AS 6410-18TH AVENUE, BROOKLYN, NEW YORK

For the term of TEN (10) YEARS

To  commence  from  the 1st day of  October  1999  and to end on the 30th day of
September,  2009 to be used end occupied  only for banking  purposes  and/or any
other legal use

Upon the conditions and covenants following:

1st. That the Tenant shall pay the annual rent and additional  rent as set forth
in the annexed Rent Schedule

2nd.  And at the end or other  expiration  of the  term,  shall  deliver  up the
demised premises in good order or condition, damages' by the elements excepted.

3rd.  That the Tenant  shall  promptly  execute  and comply  with all  statutes,
ordinances,  rules, orders, regulations,  and requirements of the Federal, State
and  Local  Governments  and  of any  and  all  their  Departments  and  Bureaus
applicable to said premises,  for the correction,  prevention,  and ebatement of
nuisances or other grievances,  in, upon, or connected with said premises during
said term; and shall also promptly comply with and execute all rules, orders and
regulations  of the New York Board of fire  Underwriters,  or any other  similar
body, at the Tenant's own cost and expense.

4th. [INTENTIONALLY OMITTED BY PARTIES]

5th. [INTENTIONALLY OMITTED BY PARTIES]

6th. The said Tenant agrees that the said Landlord and the Landlords  agents and
other representatives shall have the right to enter into and upon said premises,
or any part thereof,  at all  reasonable  hours for the purpose of examining the
same of making such repairs or  alterations  therein as may be necessary for the
safety and preservation thereof.

7th The Tenant also agrees to permit the  Landlord or the  Landlord's  agents to
show the  premises  to persons  wishing to hire or  purchase  the same;  and the
Tenant  further  agrees that on and after the sixth month,  next  preceding  the
expiration of the term hereby  granted,  the Landlord or the  Landlord's  agents
shall have the right to place notices on the front of said premises, or any part
thereof,  offering the premises,  "To Let" or "For Sale",  and the Tenant hereby
agrees to permit the same to remain thereon without hindrance or molestation.

8th. That if the said premises,  or any part thereof shall be deserted or become
vacant  during  said term,  or if any default be made in the payment of the said
rent or any part thereof, or if any default be made in the performance of any of
the covenants herein contained, the Landlord or representatives may re-enter the
said premises by force, summary proceeding or otherwise,  and remove all persons
there from, without being liable to prosecution therefore, and the Tenant hereby
expressly  waives the service of any notice in writing of intention to re-enter,
and the Tenant shall pay at the same time as the rent becomes  payable under the
terms hereof a sum equivalent to the rent reserved herein,  and the Landlord may
rent the  premises  on behalf  of the  Tenant,  reserving  the right to rent the
premises for a longer  period of time then fixed in the original  lease  without
releasing the original Tenant from any liability, applying any moneys collected,
first to the expense of resuming or  obtaining  possession,  second to restoring
the  premises to a rentable  condition,  and then to the payment of the rent and
all other charges due and to grow due to the Landlord, any surplus to be paid to
the Tenant, who shall remain liable for any deficiency.


                                       63
<PAGE>

9th. [INTENTIONALLY OMITTED BY PARTIES]

10th. That the Tenant shall neither  encumber nor obstruct the sidewalk in front
of, entrance, to, or halls and stairs of said premises, nor allow the same to be
obstructed or encumbered in any manner, and shall promptly remove ice & snow.

11th. [INTENTIONALLY OMITTED BY PARTIES]

12th.  That the Landlord is exempt from any and all  liability for any damage or
injury to person or property  caused by or  resulting  from steam,  electricity,
gas, water, rain, ice or snow, or any leak or flow from or into any part of said
building or from any damage or injury  resulting or arising from any other cause
or happening  whatsoever  unless said damage or injury be caused by or be due to
the negligence of the Landlord.

13th. That if default be made in any of the covenants herein contained,  then it
shall be lawful for the said Landlord to reenter the said premises, and the same
to have again,  re-posses and enjoy. The said Tenant hereby expressly waives the
service of any notice in writing of intention to re-enter.

14th. That this instrument  shall not be a lien against said premises in respect
to any mortgages  that are now on or that  hereafter may be placed  against said
premises,  and that the  recording  of such  mortgage  or  mortgages  shall have
preference  and  precedence  and be  superior  and prior in lien of this  lease,
irrespective of the date of recording and the Tenant agrees to execute  without,
cost, any such instrument  which may be deemed necessary or desirable to further
effect the subordination of this lease to any such mortgage or mortgages,  and a
refusal to execute,  such instrument shall entitle the Landlord, or the Landlord
assigns and legal representatives to the option of cancelling this lease without
incurring any expense or damage and the term hereby granted is expressly limited
accordingly.

15th. [INTENTIONALLY OMITTED BY PARTIES]

16th. [INTENTIONALLY OMITTED BY PARTIES]

17th. It is expressly  understood  and agreed that in case the demised  premises
shall be deserted  or vacated,  or if default be made in the payment of the rent
or any part  thereof as herein  specified,  or if,  without  the  consent of the
Landlord, the Tenant shall sell, assign, or mortgage this lease or if default be
made in the  performance  of any of the covenants  and  agreements in this lease
contained on the part of the Tenant to be kept and  performed,  or if the Tenant
shall  fail to  comply  with any of the  statutes,  ordinances,  rules,  orders,
regulations and requirements of the Federal,  State and Local  Governments or of
any and all their  Departments and Bureaus,  applicable to said premises,  or if
the Tenant shall file or there he filed against  Tenant a petition in bankruptcy
or  arrangement,  or Tenant he ad indicated a bankrupt or make an assignment for
the benefit of creditors or take advantage of any  insolvency  act, the Landlord
may, if the Landlord so elects, at any time thereafter  terminate this lease and
the term  hereof,  on giving to the Tenant  five days'  notice in writing of the
Landlord's  intention  so to do, and this lease and the term hereof shall expire
and come to an end on the date fixed in such notice as if the said date were the
date originally fixed in this lease for the expiration  hereof.  Such notice may
be given by mail to the Tenant addressed to the demised premises.

18th. [INTENTIONALLY OMITTED BY PARTIES]

19th. [INTENTIONALLY OMITTED BY PARTIES]

20th. The failure of the Landlord to insist upon a strict  performance of any of
the terms,  conditions and covenants herein, shall not be deemed a waiver of any
rights or remedies that the Landlord may have,  and shall not be deemed a waiver
of any  subsequent  breach or  default in the terms,  conditions  and  covenants
herein contained.  This instrument may not be changed,  modified,  discharged or
terminated orally.

21st.  If the whole or any part of the  demised  premises  shall be  acquired or
condemned by Eminent Domain for any public or quasi public use or purposes, then
and in that event,  the term of this lease shall  cease and  terminate  from the
date of title vesting in such  proceeding and Tenant shall have no claim against
Landlord for the value of any unexpired term of


                                       64
<PAGE>

said lease. No part of any award shall belong to the Tenant. The tenant shall be
entitled,  however,  to any fixture  award,  provided same does not diminish the
landlord's award for taking of the real estate.

22nd. If after default in payment of rent or violation of any other provision of
this lease,  or upon the  expiration  of this lease,  the Tenant moves out or is
dispossessed  and fails to remove any trade  fixtures or other property prior to
such said default, removal, expiration of lease, or prior to the issuance of the
final  order  or  execution  of the  warrant,  then and in that  event  the said
fixtures  and  property  shall be deemed  abandoned by the said Tenant and shall
become the property of the Landlord.

23rd.  In the event that the  relation of the  Landlord  and Tenant may cease or
terminate  by  reason  of the  re-entry  of the  Landlord  under  the  terms and
covenants  contained in this lease or by the  ejectment of the Tenant by summary
proceedings  or  otherwise,  or after the  abandonment  of the  premises  by the
Tenant,  it is hereby  agreed that the Tenant  shall  remain  liable if able and
shall pay in monthly payments the rent which accrues  subsequent to the re-entry
by the  Landlord,  and the Tenant  expressly  agrees to pay as  damages  for the
breach of the  covenants  herein  contained,  the  difference  between  the rent
reserved and the rent collected and received, if any, by the Landlord during the
remainder of the unexpired term, such difference or deficiency  between the rent
herein  reserved and the rent  collected if any, shall become due and payable in
monthly  payments  during the remainder of the unexpired term, as the amounts of
such difference or deficiency shall from time to time be ascertained:  and it is
mutually agreed between  Landlord and Tenant that the respective  parties hereto
and  shall  hereby  do  waive  trail  by  jury  in  any  action,  proceeding  or
counterclaims  brought by either of the parties against the other on any matters
whatsoever  arising out of or in any way connected with this lease, the Tenant's
use or occupancy of said premises and/or any claim of injury or damage.

24th.  The Tenant  waives all rights to redeem under any law of the State of New
York.

25th.  This lease and the obligation of Tenant to pay rent hereunder and perform
all of the other  covenants  and  agreements  hereunder  on part of Tenant to be
performed shall in nowise be affected,  impaired or excused because  Landlord is
unable to supply or is delayed in supplying  any service  expressly or impliedly
to be  supplied  or is unable to make,  or is  delayed  in making  any  repairs,
additions,  alterations  or  decorations or is unable to supply or is delayed in
supplying  any equipment or fixtures if landlord is prevented or delayed from so
doing by  reason  of  governmental  preemption  in  connection  with a  National
Emergency or in connection with any rule,  order or regulation of any department
or subdivision there of any governmental agency or by reason of the condition of
supply and demand which have been or are affected by war or other emergency.

26th.  No  diminution  or abatement  of rent,  or other  compensation,  shall be
claimed or allowed for  inconvenience  or discomfort  arising from the making of
repairs or improvements to the building or to its appliances,  nor for any space
taken to comply with any law, ordinance or order of a governmental authority. In
respect to the various  "services," if any, herein expressly or impliedly agreed
to be furnished by the Landlord to the Tenant,  it is agreed that there shall be
no  diminution  or  abatement  of the  rent,  or  any  other  compensation,  for
interruption  or  curtailment  of  such  "service"  when  such  interruption  or
curtailment  shall be due to  accident,  alterations  or  repairs  desirable  or
necessary to be made or to inability or difficulty in securing supplies or labor
for the  maintenance  of  such  "service"  or to some  other  cause,  not  gross
negligence on the part of the Landlord.  No such  interruption or curtailment of
any such "service" shall be deemed a constructive  eviction.  The Landlord shall
not be required to furnish, and the Tenant shall not be entitled to receive, any
of such  "services"  during any period wherein the Tenant shall be in default in
respect  to the  payment  of  rent.  Neither  shall  there be any  abatement  or
diminution of rent because of making of repairs,  improvements or decorations to
the  demised  premises  after the date above fixed for the  commencement  of the
term, it being understood that rent shall, in any event, commence to run at such
date so above fixed.

27th. [INTENTIONALLY OMITTED BY PARTIES]


                                       65
<PAGE>

SEE ATTACHED RIDER

Upon the expiration of this lease, or earlier termination,  tenant shall restore
the premises to the original condition of the premises in 1974.

      And the said  Landlord  doth  covenant  that the said Tenant on paying the
said  yearly  rent,  and  performing  the  covenants  aforesaid,  shall  and may
peacefully  and quietly have,  hold and enjoy the said demised  premises for the
term aforesaid,  provided however,  that this covenant shall be conditioned upon
the retention of title to the premises by the Landlord.

      And it is mutually understood and agreed that the covenants and agreements
contained in the within lease shall be binding upon the parties  hereto and upon
their respective successors, heirs, executors and administrators.

      In Witness Whereof,  the parties have  interchangeable set their hands and
seals (or caused these  presents to be signed by proper  corporate  officers and
caused their proper corporate seal to be hereto affixed) this day

      Signed, sealed and delivered
      In the present of


                                           By: /s/ Jack D. Franklin L.S.
                                               -------------------------

                                           THE JACK D. FRANKLIN TRUST,
                                           LANDLORD


                                           BY: JACK FRANKLIN L.S.
                                               ------------------


                                           By: /s/ Anthony J. Monteverdi L.S.
                                               ------------------------------
                                           FLATBUSH FEDERAL SAVINGS & LOAN
                                           ASSOCIATION, TENANT
                                           BY: ANTHONY J. MONTEVERDI,
                                           AS PRESIDENT


                                       66
<PAGE>

RIDER TO LEASE dated                            BETWEEN

JACK D. FRANKLIN  TRUST of 6370 San Michel Way, Del Ray Beach,  Fl. As Landlord,
and  FLATBUSH  FEDERAL  SAVINGS  &  LOAN  ASSOCIATION  OF  BROOKLYN,  a  banking
institution with offices at 2146 Nostrand Avenue, Brooklyn, NY., as Tenant.

Premises: 6410 18th Avenue, Brooklyn, New York

28th. The tenant, at its own cost and expense, may from time to time, during the
term of this lease,  make any  installations,  alterations  or  additions to the
premises  which,  in its sole judgment,  shall be necessary or desirable for the
conduct of its  business,  and may  install  such trade  fixtures as it may deem
appropriate.  Any and all such alterations  shall be made in accordance with the
rules,  regulations,  ordinances and requirements of the various municipal state
and  federal  bureau,  boards  and/or  commissions  having  jurisdiction  of the
premises.  The  tenant  agrees  to  keep  the  premises  free  from  any and all
mechanic's  and other liens  arising out of any such  alterations  and agrees to
indemnify  the  landlord  from any  loss,  damage  or  expense  by reason of any
mechanic's  or other  liens.  Any  mechanic's  liens  filed  against the demised
premises  for work or  materials  claimed to have been done or  furnished to the
tenant shall be discharged by the tenant, at its own expense, within twenty (20)
days after demand,  provided,  however, that the tenant May cause the same to be
discharged by the filing of a surety bond required by law for the discharge of a
mechanic's lien.

29th. The tenant,  shall take good care of the demised premises and, at its sole
cost  and  expense,  make all  repairs  to the  roof,  sidewalk,  doors,  glass,
electrical  system,  plumbing and heating plants and water mains and, at the end
or other  expiration of the term,  shall deliver up the demised premises in good
order  and  condition.  Any  additions  to or  alterations  of the  premises  or
replacements  made of the roof,  sidewalk,  doors,  glass,  plumbing and heating
plants and water mains or electrical  wiring shall become part of the realty and
belong to the  landlord,  provided,  however,  that nothing  herein shall affect
tenant's rights with respect to trade fixtures and other movable property.

30th.  The  tenant  shall  provide  heat for the  premises,  at its own cost and
expense,  and shall obtain all permits  required for the heating system,  at its
own expense.

31st. All notices, demands and requests which may or are required to be given by
either party, pursuant to the terms of this Lease, shall be in writing.  Notices
by the landlord to the tenant shall be deemed to have been properly given if and
when sent by United  States  Registered  or  Certified  Mail,  postage  prepaid,
addressed to the tenant at 2146 Nostrand Avenue, Brooklyn, New York 11210, or at
such other  place or places as the tenant  may from time to time  designate,  in
writing.  All notices by to the tenant to the  landlord  shall be deemed to have
been properly  given if and when sent by United  States  Registered or Certified
mail,  postage prepaid,  addressed to the landlord,  at 6370 San Michel Way, Del
Ray Beach,  Fl., or at such other place or places as the  landlord may from time
to time designate, in writing.

32nd. In case of damage to the building on the leased  premises by fire or other
case, the tenant shall repair the damage with  reasonable  dispatch after notice
of  the  damage.   In  determining   what   constitutes   reasonable   dispatch,
consideration  shall  be  given to  delays  caused  by  strikes,  adjustment  of
insurance  and other  causes  beyond the tenant's  control.  If the damage shall
render  the  premises  untenantable,  in  whole or in  part,  there  shall be an
apportionment  of rent  until the  damage  shall  have been  repaired,  provided
however,  that the tenant shall at its own cost and expense furnish the landlord
with a policy of rent insurance  insuring the landlord  against any loss of rent
by reason of such damage or the apportionment during the term of this lease. The
fire insurance  policies to be provided by the tenant pursuant to the provisions
of Paragraph 3. of the Rent  Schedule  hereunto  annexed shall be payable to the
landlord,  the tenant and to any mortgagee as their interest may appear,  and in
the event of loss,  the  proceeds  thereof  shall be payable to the tenant  upon
repair of the damage and the  landlord  agrees to execute any and all  necessary
papers to effect  payment  thereof to the tenant.  It is further agreed that, if
the property is damaged during the last two (2) years of the term of this lease,
and the damage is so extensive as to amount  practically to a total  destruction
of the lease premises, either party shall have the right to terminate this lease
on ten (10) days' notice to the other, which notice shall be given within thirty
(30) days after the date of the loss and,  if such notice  shall be given,  this
lease  shall cease and come to an end and the rent shall be  apportioned  to the
time of the  damage.  In the event that this  lease  shall be  cancelled  by the
tenant  pursuant  to the  terms of this  paragraph,  the  tenant  shall  have no
obligation  to repair the damage,  but, in the event,  the  proceeds of the fire
insurance  hereinbefore  described  shall be payable to the  landlord and tenant
agrees to execute any and all necessary  papers to effect payment thereof to the
landlord.


                                       67
<PAGE>

33rd. Anything in this lease to the contrary  notwithstanding,  it is understood
and agreed that tenant shall not be in default hereunder unless and until tenant
shall be given at least ten (10)  days'  written  notice,  with  respect  to the
failure  to pay any fixed or  additional  rent  hereunder,  and with  respect to
defaults  other than those  involving the payment of money as aforesaid,  tenant
shall not be in default  unless an until thirty (30) days' written  notice shall
have been given with  respect to defaults  not  involving  the payment of money;
provided, however, in case of a default which cannot with due diligence be cured
within  such  thirty  (30)  days,  tenant  shall only be deemed to be in default
hereunder  if it shall fail to proceed with all due  diligence  within such (30)
day period to cure such  default and  thereafter  to complete  the curing of the
same with all due dispatch.

34th. Tenant shall have the right to assign this lease or sublet all or any part
of the demised premises without first obtaining  landlords' consent,  written or
otherwise;  provided,  however,  that in connection  with any assignment of this
lease,  tenant's  assignee  shall  assume,  in  writing,  all of the  terms  and
provisions  hereof  and a written  duplicate  original  of such  assignment  and
assumption  agreement  shall be delivered  to the landlord  within ten (10) days
after the  execution  thereof and,  further  provided that no assignment of this
lease or subletting of all or any part of the premises  shall in any way release
or relieve  present tenant with respect to the  performance  of its  obligations
hereunder. See Paragraph 39

35th. Landlord shall request any future mortgagee to agree, in writing,  that in
the event of  default  by  landlord  under  said  mortgage  and the  foreclosure
thereof,  the  mortgagee  shall not disturb  tenant's  possession of the demised
premises, provided tenant continues to pay its rent as herein provided.

36th.  Notwithstanding  the provisions of paragraph 14 hereof,  it is understood
and agreed as follows:

      a)  Landlord  may  encumber  the  premises as  hereinafter  stated in this
paragraph.

      b) With respect to future mortgages,  this Lease shall be subordinate only
to a mortgage made to an institutional  lender  (commercial bank,  savings bank,
savings and loan  association,  insurance  company and  similar),  provided said
mortgage  does  not  exceed  the sum One  Hundred  and  Fifty  Thousand  Dollars
($150,000.00),  and provided the interest  rate on said mortgage does not exceed
eight and one-half (8 1/2%) percent.

      c) The payments for interest and  amortization  required by said  mortgage
shall not  exceed  the  amount of rent  provided  by  Paragraph  1st of the Rent
Schedule of this Lease.

      d) In the event of a default in the payment of  interest or  amortization,
the tenant  shall have the right to cure any such  default and deduct any amount
paid to the mortgagee form the rent next accruing.

37th.  The tenant agrees,  at the end of the term of this Lease,  to deliver the
premises to the  landlord in  substantially  the same  condition  as received in
1974,  reasonable wear and tear excepted.  In the event that the legal occupancy
of the  premises  shall be changed by the tenant,  it is  understood  and agreed
that, if required by the landlord upon  termination of the lease,  the occupancy
of the premises shall be restored to its present legal occupancy.

38th.  It is  understood  that the tenant is leasing  the demised  premises  for
purposes of operating a branch banking office. The tenant represents that it has
obtained  permission from the Federal Home Loan Bank Board to open and operate a
branch in the general  vicinity of the demised  premises.  It is agreed that the
within  lease shall be  conditioned  upon the  approval of the Federal Home Loan
Bank Board to operate  the said  branch at this  specific  location.  The tenant
agrees to promptly  apply for  approval of the said  location  and, in the event
that said  approval  shall be denied,  the tenant shall have the right to cancel
this lease and, in the event of such  cancellation,  the deposit made on signing
this lease  shall be  retained  by the  landlord  and there  shall be no further
obligations or liabilities between the parties.

39th.  In the event that the  within,  Lease  shall be assigned by the tenant or
that all or substantially  all of the demised premises shall be subleased by the
tenant for a term of over two (2) years  pursuant to the provisions of Paragraph
34th  hereof,  the tenant or it assignee or  sub-lessee  will  deposit  with the
landlord the sum of $25,000.00 as security for the full and faithful performance
by the tenant,  its assignee or  sub-lessee  of all of the terms,  covenants and
conditions of this lease upon the tenant's part to be performed,  which said sum
shall be returned to the tenant after the time fixed as  expiration  of the term
herein or the  expiration of the options  herein  provided,  provided,  that the
tenant,  its assignee or sub-lessee has fully performed all of the terms of this
Lease.  The landlord  shall have the right to transfer the security in the event
of a sale of the  premises to the vendee for the  benefit of the tenant,  and in
the event of such transfer,  the landlord shall be considered  released from all
liability  for the return of such  security  and the  tenant,  its  assignee  or
sub-lessee agrees to


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<PAGE>

look to the new  owner  for the  return  of such  security.  The  amount of said
security shall be deposited in an interest  bearing  account with any depositary
requested by the tenant and interest or dividends credited to said account shall
be the property of the tenant, its assignee or sub-lessee  annually on or before
January  15 in each year  during the term  hereof.  It is  understood  that this
provision for the deposit of security  shall not be applicable in the event of a
merger by the tenant with another banking  corporation or the acquisition of the
tenant's assets by another banking corporation continuing to do a branch banking
business on the premises.

40th. The landlord  represents that he is the owner of the demised  premises and
has good title in fee simple thereto and that there are no liens or encumbrances
against  the  property.  The  landlord  agrees  to  furnish  to the  tenant  any
additional  documents,  affidavits or assurances of title so that the tenant may
obtain,  at its own cost and expense,  from any  licensed  title  company  doing
business in the State of New York, a policy of leasehold title insurance without
exception.

                                           THE JACK D. FRANKLIN TRUST, LANDLORD


                                           By: /s/ Jack D. Franklin
                                               --------------------
                                           By:  JACK FRANKLIN

                                           Flatbush Federal Savings and Loan
                                           Association of Brooklyn


                                           By: /s/ Anthony J. Monteverdi
                                               -------------------------
                                           By:  Anthony J. Monteverdi, President
                                           Tenant


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<PAGE>

                                  RENT SCHEDULE

                                       TO

RIDER BETWEEN JACK D. FRANKLIN TRUST, as Landlord,  and FLATBUSH FEDERAL SAVINGS
& LOAN ASSOCIATION OF BROOKLYN,  as Tenant.  Dated October 1, l999, FOR PREMISES
#6410 18TH AVENUE, BROOKLYN, NEW YORK.

1. The tenant shall pay the annual rent as hereinafter  set forth;  said rent to
be paid in equal monthly payments,  in advance, on the 1st day of each and every
month during the term of this Lease.  Rents  thereinafter  stated are predicated
upon gross  annual  payments;  however,  payments  shall be made  monthly;  each
payment being 1/12th of the said annual rental charges.

      A. SIXTY-SIX THOUSAND DOLLARS  ($66,000.00) per annum during the first two
      and one-half (2 1/2 ) years,  commencing October 1, 1999, and ending March
      31, 2002.

      B. SIXTY-NINE THOUSAND THREE-HUNDRED DOLLARE ($69,300.00) per annum during
      the next two and  one-half (2 1/2)  years,  commencing  April 1, 292,  and
      ending September 30, 2004.

      C. SEVENTY-TWO THOUSAND  SEVEN-HUNDRED SIXTY FIVE DOLLARS ($72,765.00) per
      annum during the next two and one-half (2 1/2) years,  commencing  October
      1, 2004, and ending March 31, 2007.

      D. SEVENTY SIX THOUSAND  FOUR-HUNDRED THREE DOLLARS ($76,403.00) per annum
      during  the next two and  one-half  years,  commencing  April 1,  2007 and
      ending September 30, 2009.

2. Tenant shall pay as additional  rent any and all taxes or assessments  levied
against the premises by the City of New York, or any other municipal  authority,
during the term of this Lease. Said taxes of or assessments shall be paid within
thirty  (30) days after the same shall  become  due and  payable  and the tenant
shall  exhibit  proof of  payment of said taxes to the  landlord  promptly  upon
demand. The tenant, at its own cost and expense,  shall have the right, as agent
of the landlord,  to apply for  reduction of assessed  valuation of the property
for any tax year  during the terms of this  Lease,  and the  landlord  agrees to
execute  any and all papers  necessary  to enable the tenant to  prosecute  such
proceedings, provided, however, that the tenant agrees to indemnify the landlord
against any loss, cost or damage by reason of such proceedings.

3. The tenant shall keep the building on the demised  premises  insured  against
loss or damage by fire or other risks such as would be  ordinarily  covered by a
full extended coverage endorsements, in such amounts as may from time to time be
determined to be required to cover the full insurable  value of the premises and
to pay the  premiums  for  such  insurance  during  the  term of this  lease  as
additional  rent. The said  insurance  shall provide that loss, if any, shall be
payable to the landlord/and/or the tenant/and/or the holder of any mortgage that
may be a lien on the  premises  during  the term  hereof as their  interest  may
appear.  The original  policy or policies shall be delivered to the landlord not
less than ten (10) days prior to the inception  date  thereof.  The tenant shall
not do or  permit  to be  done  anything  on the  demised  premises  which  will
invalidate or be in conflict with the aforesaid insurance policy or policies and
the tenant at its own cost and expense  shall  comply with all  regulations  and
requirements of the New York Board of Fire  Underwriters or any similar body. In
the event that the tenant shall fail to obtain and deliver  said  policies or to
pay any renewal  premium  therefore and the amount of said premiums shall be due
and  payable by the tenant to the  landlord as  additional  rent within ten (10)
days after demand.

Should an appraisal be required to determine the amount of fire  insurance to be
fixed, then both landlord and tenant agree to accept the findings of a reputable
recognized New York actuarial agent.

4. The tenant shall  maintain  general  liability  insurance  against claims for
bodily  injury  or death or  property  damage  occurring  upon,  in or about the
demised premises,  such insurance to have limits or not less than  $1,000,000.00
in respect to bodily injury or death to any one person,  and up to $2,000,000.00
in respect to any one occurrence, and $500,000.00 in respect to property damage.
The said  policy or  policies  shall  name both the  landlord  and the tenant as
assureds.  The tenant  agrees to obtain the said policy or policies  and pay the
premiums  therefore as additional rent, and to deliver a


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<PAGE>

certificate thereof to the landlord.  In the event that the tenant shall fail to
obtain said policy or to pay any renewal  premium  therefore,  then the landlord
may obtain the required policy and pay the premium for the account of the tenant
and the amount of said premium shall be payable by the tenant to the landlord as
additional  rent  within ten (10) days after  demand.  The tenant may carry such
insurance under its blanket coverage.

5. The tenant shall pay as additional  rent, the rent or charge which may during
the demised term be assessed or imposed for water used or consumed in, or on the
said premises, whether determined by meter or otherwise, within thirty (30) days
after the same shall be assessed  or imposed,  and will also pay the expense for
the  setting  of a water  meter in the  said  premises,  should  the  latter  be
required.  The tenant shall also pay as additional rent any sewer rent or charge
imposed upon the building. The tenant shall exhibit proof of payment of any such
rent or charge for water or sewer to the landlord promptly upon demand.

6. The  landlord  agrees,  that the tenant may record a summary of this Lease in
the usual form  without  expressing  the terms and  conditions  thereof  and the
landlord agrees to execute any such summary.


                                        By: /s/ Jack D. Franklin
                                            ------------------------------------
                                            Jack D. Franklin Trust, Landlord


                                        By: /s/ Anthony J. Monteverdi
                                            ------------------------------------
                                            Flatbush Federal Savings and
                                            Loan Association of Brooklyn, Tenant
                                            By: Anthony J. Monteverdi, President


                                       71
<PAGE>

State of Florida

County of Palm Beach

      On the 30th day of March 1999,  before me personally came JACK FRANKLIN to
me known and known to me to be the  individual  described  in, and who executed,
the foregoing instrument and he acknowledged to me that he executed the same.


                                        By: /s/ Barbara Cavalieri  -Seal-
                                            ---------------------

State of New York

County of Kings

      On the 6th day of  April  1999,  before  me  personally  came  ANTHONY  J.
MONTEVERDI to me known,  who, begin by me duly sworn, did depose and say that he
resides at No.  36-23  209th  Street,  Bayside,  New York,  11361 that he is the
PRESIDENT  of  FLATBUSH  FEDERAL  SAVINGS & LOAN  ASSOCIATION  OF  BROOKLYN  the
corporation mentioned in, and which executed, the foregoing instrument;  that he
knows the seal of said corporation;  that the seal affixed to said instrument is
such corporate  seal;  that it was so affixed by order of the Board of Directors
of said corporation and that he signed his name thereto by like order.


                                        By: /s/ Robert Carrano
                                            ------------------

      In  Consideration  of the letting of the premises within  mentioned to the
within  named Tenant and the sum of $100 paid to the  undersigned  by the within
named  Landlord,  the  undersigned do hereby covenant and agree, to and with the
Landlord and the Landlord's legal representatives,  that if default shall as any
time he made by the said Tenant in the  payment of the rent and the  performance
of the covenants  contained in the within lease, on the Tenant's part to be paid
and performed,  that the  undersigned  will well and truly pay the said rent, or
any arrears  thereof,  that may remain due unto the said Landlord,  and also pay
all  damages  that  may  arise in  consequence  of the  non-performance  of said
covenants,  or either of them without  requiring notice of any such default from
the said Landlord.  The undersigned  hereby waives all right to trail by jury in
any action or proceeding  hereinafter  instituted by the Landlord,  to which the
undersigned may be a party.

      In Witness Whereof the undersigned he set hand and seal this day of .19


WITNESS                    _______________________________________L.S.


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