PURCHASE AND SALE AGREEMENT


                               201 Industrial Way
                              Eatontown, New Jersey



                                     BETWEEN

                             Osteotech, Inc., Seller

                                       AND

                       201 Industrial Way, Inc., Purchaser




                                 August 5, 2005


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                                TABLE OF CONTENTS

                                                                          Page


1.    THE PROPERTY............................................................1
      1.1      Description....................................................1

2.    PRICE AND PAYMENT.......................................................2
      2.1      Purchase Price.................................................2
      2.2      Payment........................................................2
      2.3      Closing........................................................2

3.    INSPECTIONS AND APPROVALS...............................................3
      3.1      Inspections....................................................3
      3.2      Title and Survey...............................................3
      3.3      [INTENTIONALLY OMITTED]........................................3
      3.4      "As Is" Condition..............................................3
      3.5      Permitted Encumbrances.........................................4
      3.6      [INTENTIONALLY OMITTED]........................................4
      3.7      Delivery of Title Policy at Closing............................4

4.    [INTENTIONALLY DELETED].................................................5

5.    REPRESENTATIONS AND WARRANTIES..........................................5
      5.1      By Seller......................................................5
      5.2      By Purchaser...................................................5
      5.3      Mutual.........................................................6

6.    COSTS AND PRORATIONS....................................................6
      6.1      Purchaser's Costs..............................................6
      6.2      Seller's Costs.................................................6
      6.3      Prorations.....................................................7
      6.4      [INTENTIONALLY OMITTED]........................................7
      6.5      Purpose and Intent.............................................7

7.    [INTENTIONALLY OMITTED].................................................7

8.    NOTICES.................................................................7

9.    CLOSING.................................................................8
      9.1      Seller's Deliveries............................................8
      9.2      Purchaser's Deliveries.........................................9
      9.3      Possession.....................................................9
      9.4      Insurance......................................................9

10.   MISCELLANEOUS...........................................................9
      10.1     Entire Agreement...............................................9
      10.2     Severability...................................................9
      10.3     Applicable Law.................................................9
      10.4     [INTENTIONALLY OMITTED]........................................9
      10.5     Successors Bound...............................................9
      10.6     [INTENTIONALLY OMITTED]........................................9
      10.7     No Public Disclosure..........................................10
      10.8     Captions......................................................10
      10.9     Attorneys' Fees...............................................10
      10.10     No Partnership...............................................10
      10.11     [INTENTIONALLY OMITTED]......................................10
      10.12     Counterparts.................................................10
      10.13     Recordation..................................................10
      10.14     Proper Execution.............................................10
      10.15     Tax Protest..................................................10
      10.16     Survival and Limitation of Representations and Warranties;
                Seller's Knowledge...........................................10
      10.17     [INTENTIONALLY OMITTED]......................................11
      10.18     Calculation of Time Periods..................................11
      10.19     Limitation of Liability......................................11

Exhibit 1.1.1                       Legal Description
Exhibit 1.1.6                       Schedule of Leases
Exhibit 3.3                         Schedule of Contracts
Exhibit 9.2.1                       Bargain and Sale Deed
Exhibit 9.2.2                       Bill of Sale
Exhibit 9.2.3                       Assignment and Assumption of Contracts
Exhibit 9.2.5                       FIRPTA Affidavit


<PAGE>





                           PURCHASE AND SALE AGREEMENT


     THIS  PURCHASE  AND  SALE  AGREEMENT  (the  "Agreement"),  dated  as of the
5th   day of August,  2005 (the "Effective  Date"), is made by and between
Osteotech,  Inc., a Delaware  corporation  ("Seller"),  and 201 Industrial  Way,
Inc., a New Jersey corporation ("Purchaser").

                                R E C I T A L S:

     WHEREAS,  Seller desires to sell certain  improved real property located at
201 Industrial Way, Eatontown,  New Jersey,  along with certain related personal
property  specified herein, and Purchaser desires to purchase such improved real
and personal property.

     WHEREAS,  Seller  desires to  simultaneously  lease such  improved real and
personal property specified herein from Purchaser pursuant to a triple net Lease
(the "Lease") and Purchaser wishes to lease the same to Seller.

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  of the  covenants,
promises  and  undertakings  set  forth  herein,   and  for  good  and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Seller and Purchaser agree as follows:

1.       THE PROPERTY.

     1.1 Description. Subject to the terms and conditions of this Agreement, and
for the consideration herein set forth, Seller agrees to sell and transfer,  and
Purchaser  agrees to  purchase  and  acquire the  following  (collectively,  the
"Property"):

     1.1.1 Certain land (the "Land") located in Eatontown,  Monmouth County, New
Jersey and more specifically described in Exhibit 1.1.1 attached hereto;

     1.1.2  The  structural  components  of  the  single  story,  flex  building
containing  approximately  73,000  square feet,  including  the roof  structure,
surface,  joists and drains,  the  exterior  and  structural  walls and columns,
windows and doors,  the foundation  footings and floor slabs, and the mechanical
systems  currently  used in the  operation of the building as a building and not
directly  related to the  operation  of Seller's  business,  including,  without
limitation,  heating, ventilation, air conditioning,  plumbing, electrical, fire
sprinklers,  and all other such systems serving the building to the points where
such are plumbed,  wired or otherwise  connected to any of the Excluded Property
(as defined below) (the "Connection Points"), and the parking areas,  sidewalks,
driveways,  landscaping,  and  other  exterior  improvements,  now or  hereafter
situated on the Land (collectively, the "Improvements");

     1.1.3  Certain real  property  fixtures,  built-in  machinery and equipment
currently  used in the  operation,  repair and  maintenance  of the Land and the
Improvements  (but not directly  related to the operation of Seller's  business)
and situated thereon (collectively,  the "Personal Property").  Certain property
and  equipment  directly  related to the  operation  of  Seller's  business  are
excluded from this transaction  (the "Excluded  Property"),  including,  without
limitation,  any  trade  fixtures,  machinery,  equipment,  furniture  and other
personal   property  which  may  be  removed  without  material  damage  to  the
Improvements,  all  alterations as defined in the Lease,  built-in  casework and
cabinets  and  other  similar   additions  and   improvements   built  into  the
Improvements even if they have become an integral part of the Improvements, such
as,  without  limitation,  fume hoods which  penetrate  the roof or plenum area,
built-in clean rooms, built-in laboratories,  walk-in-freezers,  deionized water
systems,  filtering  systems,  glass washing  equipment,  autoclaves,  chillers,
supplemental plumbing,  electrical and mechanical equipment and systems from the
Connection Points, and any power generators and transfer switches.  The Excluded
Property shall be and shall remain the exclusive property of Seller;


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     1.1.4   All   easements,   rights-of-way,   licenses,   interests,   rights
hereditaments,  and  appurtenances  belonging  to or inuring  to the  benefit of
Seller and  pertaining  to the Land,  if any,  including  but not limited to all
right,  title and  interest  of Seller in and to any  adjacent  vaults,  alleys,
strips or gores of land, and any air, zoning or development  rights  appurtenant
to the Land and Improvements;

     1.1.5 All of Seller's  right,  title,  and interest in and to any street or
road  abutting the Land to the center lines  thereof;  and all right,  title and
interest of Seller in and to any awards made,  or to be made,  in lieu  thereof,
and in and to any  unpaid  awards  for  damage  thereto by reason of a change of
grade of any such street or road; and

     1.1.6  All  of  Seller's  right,  title  and  interest  in  all  contracts,
agreements, warranties, guaranties,  architectural,  engineering and other plans
and  drawings,  building  permits and  certificates  of occupancy  and any other
permits  or  authorizations,   and  agreements  relating  to  the  operation  or
maintenance  of the  Land,  Improvements  or  Personal  Property  (but not as to
Seller's  business or the Excluded  Property),  the terms of which extend beyond
midnight of the day preceding the Closing Date (as hereinafter defined).

     1.1.7    [INTENTIONALLY OMITTED].

     1.2 Agreement to Convey.  Seller agrees to convey,  and Purchaser agrees to
accept,  title to the Land and  Improvements,  by  Bargain  and Sale  Deed  with
Covenant  Against  Grantor's  Acts (the  "Deed") in the  condition  described in
Section  3.4,  and  title to the  Personal  Property,  by Bill of Sale,  without
warranty as to the condition of such Personal Property.

2.       PRICE AND PAYMENT.

     2.1 Purchase  Price.  The purchase  price for the Property  (the  "Purchase
Price")  is  SIXTEEN   MILLION   FIVE  HUNDRED   THOUSAND  AND  NO/100   DOLLARS
($16,500,000.00) U.S.

     2.2  Payment.  Payment of the  Purchase  Price is to be made by bank check,
certified check or certified attorney trust check or by wire transfer at Closing
and, subject to adjustment for any prorations as provided herein,  to Seller, or
as instructed by Seller, in immediately available funds.

     2.3 Closing.  Payment of the Purchase Price and the closing  hereunder (the
"Closing") will take place on or before August 5, 2005 (the "Closing Date"). The
Closing will take place at the offices of Purchaser's  attorney,  or Purchaser's
lender's attorney,  at 11:00 a.m. local time, or at such other time and place as
may be agreed  upon in writing by Seller and  Purchaser.  Upon  satisfaction  or
completion of all closing conditions and deliveries, the closing documents shall
be  delivered to the  appropriate  parties and all  disbursements  shall be made
according to the closing statements executed by Seller and Purchaser.

                                       2
<PAGE>

3.       INSPECTIONS AND APPROVALS.

3.1      Inspections.

3.1.1    [INTENTIONALLY OMITTED].

3.1.2    [INTENTIONALLY OMITTED].

3.1.3    [INTENTIONALLY OMITTED].

     3.1.4 Unless Seller specifically and expressly otherwise agrees in writing,
Purchaser agrees that (a) the results of all inspections,  analyses, studies and
similar reports relating to the Property prepared by or for Purchaser  utilizing
any information acquired in whole or in part through the exercise of Purchaser's
inspection  rights;  and (b) all  information  (the  "Proprietary  Information")
regarding  the  Property of  whatsoever  nature made  available  to Purchaser by
Seller or Seller's agents or  representatives  is confidential  and shall not be
disclosed  to any  other  person  except  those  assisting  Purchaser  with  the
transaction,  or Purchaser's lender or prospective lender, if any, and then only
upon Purchaser making such persons aware of and agreeing to this confidentiality
restriction.   Notwithstanding   any   other   term  of  this   Agreement,   the
confidentiality  provisions of this Section 3.1.4 shall survive the  termination
of this Agreement and/or the Closing.

     3.2 Title and Survey. Purchaser shall accept the state of title as shown in
that certain  commitment to insure title issued by Yorktowne Title,  L.L.C.,  as
agent for First American Title Insurance Company (the "Title Company") dated May
5, 2005 (the "Title  Commitment").  Seller has  delivered to Purchaser a copy of
Seller's  existing  survey of the Land,  and  Purchaser  shall  order an updated
survey (the "Survey") at its sole cost and expense if so required by Purchaser's
lender.   Notwithstanding  the  foregoing,   Seller  shall  cause  liens  of  an
ascertainable amount of which it has knowledge on the date hereof or which arise
by,   through  or  under  Seller  after  the  date  hereof   ("Known   Financial
Encumbrances")  to be released at the Closing and the same shall not  constitute
Permitted Encumbrances (as defined below).

3.3      [INTENTIONALLY OMITTED].

     3.4 "As Is" Condition.  Purchaser  acknowledges  and agrees that it has had
sufficient opportunity fully to inspect the Property, the state of title thereto
and all other matters  relating to the Property,  including its current use, its
feasibility for  Purchaser's  intended use, its suitability as an investment and
its   environmental   condition.   Purchaser  has  investigated  to  Purchaser's
satisfaction  as to the physical state and condition of the Land,  Improvements,
and the Personal Property, and the use and occupancy of the Property;  Purchaser
has had the  benefit of a full  physical  inspection  of the  Property  (and the
Improvements,  and the Personal  Property)  by  representatives  of  Purchaser's
selection;  and  Purchaser  waives all right to any objection as to the physical
condition of the Property and the use and  occupancy  thereof.  Purchaser  shall
close and accept title  hereunder with the Land and such  Improvements,  and the
Personal  Property to be accepted "as is," in the condition  thereof on the date
hereof, subject to all normal wear and tear and deterioration, and any damage by
fire or other  casualty as provided  herein between the date hereof and the date
upon which  title  closes  hereunder.  Neither  Seller nor any party on Seller's
behalf  has  made or has  been  authorized  to make  any  statements,  promises,
warranties,  or representations  which would be binding upon Seller, or upon any
party affiliated with or related to Seller, or any of its principals,  officers,
directors,  shareholders or agents, with respect to the Land, Improvements,  and
the  Personal  Property,  or any matter or thing  pertaining  or relating to the
Land,  Improvements,  and the Personal Property,  the income or potential income
therefrom,  or with  respect to the  physical  state and  condition of the Land,
Improvements,   and  the  Personal  Property,  except  only  as  may  be  herein
specifically provided.

                                       3
<PAGE>

     3.5 Permitted Encumbrances.  Purchaser shall be deemed to have approved and
to have agreed to purchase the Property subject to the following:

     3.5.1 All  exceptions  to title  shown in the Title  Commitment  or matters
shown on the Survey;

     3.5.2 the Lease (see Section 6.3 hereof);

     3.5.3 Subordination,  Non-Disturbance and Attornment Agreement satisfactory
to Purchaser's lender and Seller, as tenant under the Lease (the "SNDA"); and

     3.5.4 The lien of real property taxes and assessments which are not yet due
or payable;

     All of the  foregoing  are referred to herein  collectively  as  "Permitted
Encumbrances."

3.6      [INTENTIONALLY OMITTED].

     3.7  Delivery of Title  Policy at Closing.  As a condition  to  Purchaser's
obligation to close,  the Title Company shall deliver to Purchaser at Closing an
ALTA Owner's Policy of Title  Insurance (the "Title Policy") issued by the Title
Company, in accordance with the Title Commitment, as of the date and time of the
recording of the Deed, in the amount of the Purchase Price,  insuring  Purchaser
as owner of indefeasible  fee simple title to the Property,  and subject only to
the  Permitted  Encumbrances.  Seller shall execute at Closing (to the extent it
can truthfully give the same), a customary "common exceptions" affidavit in such
form as the Title Company shall reasonably require for the issuance of the Title
Policy (but not additional  matters  required for any  endorsements  required by
Purchaser or Purchaser's  lender).  The Title Policy may be delivered  after the
Closing  if at the  Closing  the Title  Company  issues a  currently  effective,
duly-executed "marked-up" Title Commitment and irrevocably commits in writing to
issue the Title Policy in the form of the "marked-up" Title Commitment  promptly
after the Closing Date.

                                       4
<PAGE>

     4. [INTENTIONALLY DELETED].

     5. REPRESENTATIONS AND WARRANTIES.

     5.1 By Seller.  Seller  represents and warrants to Purchaser on the Closing
Date as follows:

     5.1.1 Seller is a corporation duly organized and validly existing under the
laws of the State of Delaware,  is authorized to do business in the State of New
Jersey, has duly authorized the execution and performance of this Agreement, and
such  execution  and  performance  will not  violate  any  material  term of its
articles of incorporation or bylaws.

     5.1.2  Performance  of this  Agreement will not result in any breach of, or
constitute  any  default  under,  or  result  in the  imposition  of any lien or
encumbrance upon the Property under, any agreement to which Seller is a party.

     5.1.3 As of the Closing Date, Seller has not received service of process in
connection  with any  existing  litigation  with  respect to the Property and to
Seller's knowledge,  there is no pending litigation with respect to the Property
nor have any such  actions,  suits,  proceedings  or claims been  threatened  or
asserted,  which  would be  reasonably  likely to have an adverse  effect on the
Property or Seller's ability to consummate the transactions contemplated hereby.

     5.1.4 [INTENTIONALLY OMITTED].

     5.1.5  Seller has no  knowledge  as of the Closing  Date of any (i) pending
change  to  the  zoning  classification  of  the  Property,   (ii)  condemnation
proceedings  relating to the Property or (iii)  proceedings  to widen or realign
any street or highway adjacent to the Property.

     5.1.6 [INTENTIONALLY OMITTED].

     5.1.7 Seller is not a "foreign  person" within the meaning of Sections 1445
and  7701 the  Internal  Revenue  Code of 1986,  as  amended  (hereinafter,  the
"Code").

     5.1.8 No petition in bankruptcy  (voluntary or  otherwise),  assignment for
the benefit of creditors,  or petition seeking  reorganization or arrangement or
other  action  under  federal or state  bankruptcy  laws is  pending  against or
contemplated by Seller.

     5.1.9 There are no tenants or other  persons  under  licenses  claiming any
possession (or right to  possession) to any portion of the Land or  Improvements
and Seller has not entered  into any  currently  effective  (or  effective  at a
future date)  leases or licenses  affecting  the Property  other than the Lease.
Seller has not  granted any party a right to purchase  the  Property,  except as
contemplated herein.

     5.2 By  Purchaser.  Purchaser  represents  and  warrants  to  Seller on the
Closing Date as follows:

                                       5
<PAGE>

     5.2.1 Purchaser is a limited  liability  company,  duly organized,  validly
existing  and in good  standing  under the laws of the State of New  Jersey,  is
authorized to do business in the State of New Jersey,  has duly  authorized  the
execution and performance of this Agreement,  and such execution and performance
will not violate any material term of its organizational documents.

     5.2.2 No petition in bankruptcy  (voluntary or  otherwise),  assignment for
the benefit of creditors,  or petition seeking  reorganization or arrangement or
other  action  under  federal or state  bankruptcy  laws is  pending  against or
contemplated by Purchaser.

     5.2.3 Unless otherwise  disclosed to Seller in writing,  neither  Purchaser
nor any  principal  in  Purchaser  is other than a citizen  of, or  partnership,
corporation  or other form of legal person  domiciled  in, the United  States of
America.

     5.2.4  performance  of this  Agreement will not result in any breach of, or
constitute any default under any agreement to which Purchaser is a party.

     5.3 Mutual.  Each of Seller and  Purchaser  represents to the other that it
has  had  no  dealings,   negotiations,   or  consultations   with  any  broker,
representative,  employee,  agent or other  intermediary in connection with this
Agreement or the sale of the Property. Seller and Purchaser agree that each will
indemnify,  defend and hold the other free and  harmless  from the claims of any
other   broker(s),    representative(s),    employee(s),   agent(s)   or   other
intermediary(ies)   claiming   to  have   represented   Seller   or   Purchaser,
respectively,  or otherwise to be entitled to  compensation  in connection  with
this  Agreement or in connection  with the sale of the  Property.  The terms and
provisions of this paragraph shall survive the Closing hereunder.

     6. COSTS AND PRORATIONS.

     6.1 Purchaser's  Costs.  Purchaser shall pay the following costs of closing
this transaction:

     6.1.1 The fees and disbursements of its counsel,  inspecting  architect and
engineer, appraiser, surveyor and any other consultants engaged by Purchaser;

     6.1.2 The cost of the Title Policy and for any extended coverage or special
endorsements, including any additional premium charge(s) for endorsements and/or
deletion(s) of exception  items and any  cancellation  charge(s)  imposed by the
Title  Company in the event the Title  Policy is not  issued,  unless  caused by
willful default of Seller hereunder;

     6.1.3 Any and all recording fees;

     6.1.4 [INTENTIONALLY OMITTED]

     6.1.5 Any other expense(s)  incurred by Purchaser or its  representative(s)
in inspecting or  evaluating  the Property or in connection  with the Closing of
this transaction.

     6.2 Seller's  Costs.  Seller shall pay the following  costs of closing this
transaction:

                                       6
<PAGE>

     6.2.1 The fees and disbursements of Seller's counsel; and

     6.2.2 Any and all real estate transfer, stamp or documentary tax(es);

     6.2.3  Any and all  sales or use  taxes  relating  to the  transfer  of the
Personal Property to Purchaser.

     6.2.4  The  cost  of  any  update  or   recertification   of  the  Phase  I
environmental report.

     6.2.5 Any other expense(s) incurred by Seller or its  representative(s)  in
connection with the Closing of this transaction.

     6.3  Prorations.  Purchaser and Seller  recognize that the Property will be
subject to a triple net Lease from Purchaser, as landlord, to Seller, as tenant,
covering the entire Property and therefore  Seller will remain liable to pay all
costs and expenses  (including  real estate taxes) with respect to the operation
and  maintenance  of the  Property  pursuant  to the  terms  of  the  Lease.  If
Purchaser's   lender   shall   require   payment   or  escrow  of  3rd   Quarter
(7/1-9/30/2005)  real estate  taxes,  same shall be paid by Seller and  adjusted
between the parties under the Lease.

     6.4 [INTENTIONALLY OMITTED].

     6.5 Purpose and Intent.  Except as expressly  provided herein,  the purpose
and intent as to the  provisions of prorations and  apportionments  set forth in
this  Section 6 and  elsewhere  in this  Agreement is that Seller shall bear all
expenses of ownership and operation of the Property pursuant to the terms of the
Lease.

     7. [INTENTIONALLY OMITTED].

     8. NOTICES.

     Any notice, approval or consent required or permitted to be given hereunder
shall be in writing and shall be deemed to be given when hand delivered (or upon
refusal to accept  delivery of the same) or one (1) business day after pickup by
Federal Express overnight,  or similar overnight express service, in either case
addressed to the parties at their respective addresses referenced below:

         If to Seller:               Osteotech, Inc.
                                     51 James Way
                                     Eatontown, NJ 07724
                                     Attention:  Michael Jeffries

         With a copy to:             Dorsey & Whitney, LLP
                                     250 Park Avenue
                                     New York, NY 10177
                                     Attention:  Kevin T. Collins, Esq.

                                       7
<PAGE>

         If to Purchaser:           c/o  The Donato Group
                                     80 Corbett Way
                                     Eatontown, NJ 07724
                                     Attention:  John Donato, Jr.

         With a copy to:             Anzell Zaro Grimm & Aaron
                                     1500 Lawrence Avenue - CN-7807
                                     Ocean, NJ 07712
                                     Attention:  Michael V. Benedetto, Esq.

or in each  case,  to such other  address as either  party may from time to time
designate by giving notice in writing to the other party.  Effective notice will
be deemed given only as provided above.

     9. CLOSING.

     9.1 Seller's  Deliveries.  Seller shall deliver either at the Closing or by
making  available  at the  Property,  as  appropriate,  the  following  original
documents, each executed and, if required, acknowledged:

     9.1.1 Deed to the Property,  in the form attached  hereto as Exhibit 9.1.1,
subject to the  matters set out in Section  3.5 and other  matters  subsequently
approved by Purchaser or Purchaser's counsel.

     9.1.2 A Bill of  Sale,  in the  form  attached  hereto  as  Exhibit  9.1.2,
conveying the Personal Property.

     9.1.3 [INTENTIONALLY OMITTED].

     9.1.4 An  Assignment  and  Assumption  of  Contracts,  in the form attached
hereto as Exhibit 9.1.4,  assigning  Seller's  right,  title and interest in all
contracts, agreements,  warranties, guaranties,  architectural,  engineering and
other plans and drawings, building permits and certificates of occupancy and any
other permits or  authorizations,  and  agreements  relating to the operation or
maintenance  of the  Land,  Improvements  or  Personal  Property  (but not as to
Seller's  business or the Excluded  Property),  the terms of which extend beyond
midnight of the day preceding the Closing Date.

     9.1.5 An affidavit pursuant to the Foreign Investment and Real Property Tax
Act in the form attached hereto as Exhibit 9.1.5.

     9.1.6 A letter  of  non-applicability  issued  by the  State of New  Jersey
Department of Environmental  Protection in compliance with the provisions of the
Industrial Site Recovery Act N.J.S.A. 13:1k-6 et seq.

     9.1.7 A customary  "common  exceptions"  affidavit  and  certificate  as to
parties in possession and debts and liens in a form  reasonably  required by the
Title Company and reasonably acceptable to Seller.

                                       8
<PAGE>

     9.1.8 A certificate  stating (to the extent Seller can truthfully  give the
same) that the representations and warranties of Seller made herein are true and
correct as of the Closing Date. It shall be a condition precedent to Purchaser's
obligation   to  perform  its   obligations   hereunder   at  Closing  that  the
representations  and  warranties of Seller made herein be true and correct as of
the Closing Date.

     9.1.9 An executed copy of the Lease  between  Purchaser,  as landlord,  and
Seller, as tenant, in the form attached hereto as Exhibit 9.1.9.

     9.1.10 The SNDA as executed by Purchaser's lender.

     9.2 Purchaser's Deliveries. At the Closing, Purchaser shall (i)  pay to, or
as instructed by, Seller the Purchase Price in accordance with Section 2 hereof;
(ii) execute the documents referred to in Section 9.1 required to be executed by
Purchaser; and (iii) execute the Lease and the SNDA.

     9.3  Possession.  Purchaser shall be entitled to possession of the Property
upon conclusion of the Closing subject to the terms of the Lease.

     9.4 Insurance.  Seller shall retain policies of insurance after the Closing
in accordance with the terms of the Lease.

     10. MISCELLANEOUS.

     10.1 Entire Agreement. This Agreement,  together with the Exhibits attached
hereto,  all of which are  incorporated  by reference,  is the entire  agreement
between  the  parties  with  respect  to  the  subject  matter  hereof,  and  no
alteration,  modification  or  interpretation  hereof shall be binding unless in
writing and signed by both parties.

     10.2 Severability. If any provision of this Agreement or application to any
party  or   circumstances   shall  be  determined  by  any  court  of  competent
jurisdiction  to be invalid and  unenforceable  to any extent,  the remainder of
this  Agreement  or  the  application  of  such  provision  to  such  person  or
circumstances, other than those as to which it is so determined to be invalid or
unenforceable, shall not be affected thereby, and each provision hereof shall be
valid and shall be enforced to the fullest extent permitted by law.

     10.3  Applicable  Law.  THIS  AGREEMENT  SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAW.

     10.4 [INTENTIONALLY OMITTED].

     10.5  Successors  Bound.  This Agreement shall be binding upon and inure to
the benefit of Purchaser and Seller and their respective successors.

     10.6 [INTENTIONALLY OMITTED].

                                       9
<PAGE>

     10.7 No Public Disclosure. Purchaser shall make no public disclosure of the
terms of this transaction,  before Closing, without the prior written consent of
Seller,  except that Purchaser may discuss the  transaction  with proposed joint
venturers,  prospective  mortgagees,  and professional advisors, as necessary to
perform due diligence, its members, and as may be required by law, provided that
Purchaser shall advise any such person with which it discusses this  transaction
of Purchaser's obligation under this Section 10.7 and shall obtain such person's
agreement to be bound by Purchaser's  obligations under this Section 10.7 to the
same extent as Purchaser.

     10.8 Captions. The captions in this Agreement are inserted only as a matter
of  convenience  and for reference  and in no way define,  limit or describe the
scope of this Agreement or the scope or content of any of its provisions.

     10.9  Attorneys'  Fees. In the event of any litigation  arising out of this
Agreement,  the prevailing party shall be entitled to reasonable attorneys' fees
and costs.

     10.10  No  Partnership.  Nothing  contained  in  this  Agreement  shall  be
construed to create a partnership or joint venture  between the parties or their
successors in interest.

     10.11 [INTENTIONALLY OMITTED].

     10.12  Counterparts.  This  Agreement  may be executed and delivered in any
number of counterparts,  each of which so executed and delivered shall be deemed
to be an original and all of which shall constitute one and the same instrument.

     10.13 Recordation.  Purchaser and Seller agree not to record this Agreement
or any memorandum hereof.

     10.14  Proper  Execution.  The  submission  by Seller to  Purchaser of this
Agreement  in  unsigned  form  shall be deemed  to be a  submission  solely  for
Purchaser's  consideration and not for acceptance and execution. Such submission
shall have no binding  force and effect,  shall not  constitute  an option,  and
shall not confer any rights upon Purchaser or impose any obligations upon Seller
irrespective of any reliance thereon, change of position or partial performance.
The  submission  by Seller of this  Agreement for execution by Purchaser and the
actual  execution  and delivery  thereof by Purchaser to Seller shall  similarly
have no binding  force and effect on Seller  unless and until  Seller shall have
executed this  Agreement and a counterpart  thereof shall have been delivered to
Purchaser.

     10.15 Tax  Protest.  If, as a result of any tax protest or  otherwise,  any
refund is paid or  reduction  of any real estate or other tax or  assessment  is
made  available  relating to the Property  with respect to any period for which,
under  the  terms of this  Agreement,  Seller is  responsible,  Seller  shall be
entitled to receive or retain such refund or the benefit of such reduction, less
the equitable prorated costs of collection.

     10.16 Survival and Limitation of Representations  and Warranties;  Seller's
Knowledge.  The  representations  and  warranties set forth in Section 5 of this
Agreement  are made as of the  Closing  Date and shall  survive  the Closing but
written  notification  of any claim  arising  therefrom  must be received by the
party against whom claim is being made within six (6) months of the Closing Date
or such claim  shall be forever  barred and such party  shall have no  liability
with respect  thereto.  Seller  shall have no  liability to Purchaser  after the
Closing for matters (i) disclosed in writing by Seller,  (ii) known by Purchaser
prior to Closing,  or (iii)  contained  in any third party  reports  received by
Purchaser (collectively the "Representation  Matters"). This Section 10.16 shall
survive the Closing.

                                       10
<PAGE>

     10.17 [INTENTIONALLY OMITTED].

     10.18 Calculation of Time Periods. Unless otherwise specified, in computing
any period of time described herein, the day of the act or event after which the
designated  period of time begins to run is not to be included  and the last day
of the period so computed is to be included  unless such last day is a Saturday,
Sunday or legal holiday for national banks in the location where the Property is
located, in which event the period shall run until the end of the next day which
is neither a Saturday,  Sunday, or legal holiday.  The last day of any period of
time described herein shall be deemed to end at 6:00 p.m. New York.

                  [Remainder of page intentionally left blank]


                                       11
<PAGE>


     IN WITNESS  WHEREOF,  Purchaser and Seller have executed this  Agreement on
the date set forth below, effective as of the date set forth above.

         SELLER:                  OSTEOTECH, INC.



Date:  August 5, 2005         By:  /s/ MICHAEL J. JEFFRIES
                                        Name:  Michael J. Jeffries
                                        Title:    Executive Vice President


         PURCHASER:               201 INDUSTRIAL WAY, INC.



Date:   August 5, 2005         By:  /S/ JOHN DONATO, JR.
                                        Name:  John Donato, Jr.
                                        Title:    President





                                       12
<PAGE>







                                  EXHIBIT 1.1.1

                                LEGAL DESCRIPTION



<PAGE>



                                  EXHIBIT 9.1.1

                              BARGAIN AND SALE DEED



Prepared by:_____________________________




                                      DEED


     This Deed is made on                     2005


      BETWEEN


whose address is

                         referred to as the Grantor,

                  AND


whose address is about to be

                         referred to as the Grantee.

     The words  "Grantor" and "Grantee" shall mean all Grantors and all Grantees
listed above.


     Transfer of Ownership.  The Grantor grants and conveys (transfers ownership
of) the property  described below to the Grantee.  This transfer is made for the
sum of

                 The Grantor acknowledges receipt of this money.


Tax Map Reference.(N.J.S.A. 46:l5-1.1) Municipality of
                                                             Block No. Lot

     Property.  The property  consists of the land and all of the  buildings and
structures on the land in the  __________ of __________,  ___________  County of
________________ and State of New Jersey. The legal description is:

<PAGE>

             SEE SCHEDULE A ATTACHED HERETO AND MADE A PART HEREOF.


     Being the same  premises  conveyed  to the  Grantors  herein by deed from ,
dated , recorded the County Office in Deed Book , Page .

     Promises by Grantor.  The Grantor promises that the Grantor has done no act
to encumber  the  property.  This  promise is called a "covenant as to grantors'
acts"  (N.J.S.A.  46:4-6).  This promise  means that the Grantor has not allowed
anyone else to obtain any legal rights  which  affect the  property  (such as by
making a mortgage or allowing a judgment to be entered against the Grantor).

     Signatures.  The  Grantor  signs this Deed as of the date at the top of the
first page.


Witnessed by:


__________________________                        _____________________________




STATE OF  , COUNTY OF                   SS:


I CERTIFY that on                        , 2005,

     _________________________  ,  personally  came  before me and  stated to my
satisfaction that this person(s);

     (a) was the maker of the attached deed;

     (b) executed this deed as his or her own act; and,

     (c)  made  this  Deed  for   $_________________  as  the  full  and  actual
consideration paid or to be paid for the transfer of title.

                  (Such consideration is defined in N.J.S.A. 46:15-5.)



                            ______________________________




Record and Return to:



<PAGE>



                                  EXHIBIT 9.1.2

                                  BILL OF SALE


                                  SEE ATTACHED



<PAGE>



                             EXHIBIT 9.2.3 - Page 2

                                  EXHIBIT 9.1.4

                     ASSIGNMENT AND ASSUMPTION OF CONTRACTS


     In consideration  of One Dollar and other good and valuable  consideration,
the   receipt   and    sufficiency    of   which   are   hereby    acknowledged,
_____________________________________,    a     ___________________________
("Assignor"),  hereby  assigns  and  delegates  to  _______________________,   a
________________________________  ("Assignee"),  with an  office  and  place  of
business   at   ___________________________,________________________   ,  ,  and
Assignee  hereby  assumes and accepts the  assignment  and  delegation of all of
Assignor's  right,  title and  interest  in and to the  contracts  described  on
Exhibit A   attached   hereto   relating  to  certain  real  property  known  as
_____________________________   and  located  at  _____________________________,
_________________   ,   ______________   ,  and  Assignee  hereby  accepts  such
assignment.


     Assignee  hereby  agrees to hold  Assignor  harmless from any and all cost,
liability, loss, damage or expense,  including,  without limitation,  reasonable
attorneys' fees,  originating on or after the date hereof and arising out of the
Assignee's obligations under the contracts described in Exhibit A.

     Assignor  hereby  agrees to hold  Assignee  harmless from any and all cost,
liability, loss, damage or expense,  including,  without limitation,  reasonable
attorneys'  fees,  originating  before the date  hereof and  arising  out of the
Assignor's obligations under the contracts described in Exhibit A.

     If  any  litigation  between  Assignor  and  Assignee  arises  out  of  the
obligations  of the parties under this  Assignment or concerning  the meaning or
interpretation of any provision contained herein, the losing party shall pay the
prevailing  party's  costs and expenses of such  litigation  including,  without
limitation, reasonable attorneys' fees.

     This Agreement may be executed and delivered in any number of counterparts,
each of which so executed  and  delivered  shall be deemed to be an original and
all of which shall constitute one and the same instrument.


<PAGE>



     IN WITNESS  WHEREOF,  Assignor and Assignee have  executed this  Assignment
effective as of the _______ day of , ______.


                          ASSIGNOR:


                          a

                          By:                                           ,
                              a                                         , its


                          By:
                              Name:
                              Title:



                          ASSIGNEE:



                          a

                          By:                                           ,
                              a                                         , its

                          By:
                              Name:
                              Title:




<PAGE>






                                  EXHIBIT 9.1.5

                    AFFIDAVIT PURSUANT TO FOREIGN INVESTMENT
                            AND REAL PROPERTY TAX ACT


     The undersigned  hereby  declares that the name,  address and United States
taxpayer  identification  number of the owner of the real property  described in
Exhibit A attached hereto and incorporated herein by reference is as follows:

         Name and Address                         Tax I.D. Number






     There is no other  person or entity who has an  ownership  interest  in the
property.  The owner is  ___________________,  a  _______________  organized and
existing under the laws of the State of ______________________, and, as such, is
not a foreign citizen or entity.

     The undersigned  understands  that the purchaser of the property intends to
rely on the  foregoing  representations  in  connection  with the United  States
Foreign Investment and Real Property Act.


                                              a

                                              By:                            ,
                                                  a
                                                  its

Date:                       , ______          By:
                                                   Name:
                                                   Title: