AGREEMENT OF PURCHASE AND SALE


                                     Between


                     UNITED TRUST FUND LIMITED PARTNERSHIP,

                                  as Purchaser,


                                       and


                                   SUMMIT BANK

                                    as Seller



                             Dated November 5, 1999










<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                           <C>
Section 1.  Agreement To Purchase................................................................................1

Section 2.  Purchase Price.......................................................................................1

Section 3.  Survey; Title; Environmental Audit...................................................................2

Section 4.  Inspection; Due Diligence............................................................................3

Section 5.  Closing..............................................................................................4

Section 6.  Conditions to Closing................................................................................4

Section 7.  Prorations...........................................................................................6

Section 8.  Risk of Casualty Loss................................................................................6

Section 9.  Representations of Seller............................................................................6

Section 10.  Representations of Purchaser........................................................................7

Section 11.  Notices.............................................................................................8

Section 12.  Assignment..........................................................................................9

Section 13.  Earnest Money; Remedies.............................................................................9

Section 14.  Brokerage Commission................................................................................9

Section 15.  Transaction Costs...................................................................................9

Section 16.  Miscellaneous......................................................................................10


EXHIBIT A--Legal Descriptions
EXHIBIT B--Purchase Price Allocations and Rents
EXHIBIT C--Lease
SCHEDULE I--Severable Property
SCHEDULE II--Requirements for Environmental Investigation Report
SCHEDULE III--Engineering Report Guidelines
SCHEDULE IV--Appraisal Requirements



</TABLE>


<PAGE>
                         AGREEMENT OF PURCHASE AND SALE


         THIS  AGREEMENT  OF PURCHASE  AND SALE (this  "Agreement")  is made and
entered  into as of the 5th day of  November,  1999 by and between  UNITED TRUST
FUND LIMITED  PARTNERSHIP,  a Delaware limited  partnership  ("Purchaser"),  and
Summit Bank, a New Jersey banking corporation ("Seller").

W I T N E S S E T H :

         For  and  in   consideration  of  the  mutual  covenants  and  promises
hereinafter set forth, the parties hereto do hereby mutually  covenant and agree
as follows:

         Section 1. Agreement To Purchase.  The Purchaser agrees to purchase and
the Seller agrees to sell,  for the purchase  price and subject to and upon each
and every one of the terms and conditions  hereinafter set forth,  three parcels
of property described below (each, a "Parcel") the following-described  property
(all of which are collectively referred to as the "Premises"):

                  (a) the land  located  at 250 Moore  Street,  Hackensack,  New
         Jersey,  more  particularly  described  on Exhibit  A-1 (the "250 Moore
         Parcel"), the land located at 214 Main Street,  Hackensack,  New Jersey
         more particularly described on Exhibit A-2 (the ("214 Main Parcel") and
         the land  located at 210 Main  Street and 210 Moore  Street  (the ("210
         Parcel") (collectively, the "Land");

                  (b) all of the buildings,  structures,  fixtures,  facilities,
         installations and other  improvements of every kind and description now
         in, on, over and under the Land,  and all  plumbing,  gas,  electrical,
         ventilating,  lighting  and other  utility  systems,  ducts,  hot water
         heaters, oil burners,  domestic water systems,  elevators,  escalators,
         canopies,  air conditioning  systems and all other building systems and
         fixtures  attached  to or  comprising  a  part  of  the  building,  but
         excluding  Severable  Property  as set forth on  Schedule I hereto (the
         "Improvements"); and

                  (c) all of the Seller's right, title and interest,  if any, in
         and to all easements, rights-of-way, appurtenances and other rights and
         benefits  thereunto  belonging,  and to all public or private  streets,
         roads,  avenues,  alleys or passways,  open or proposed, on or abutting
         the Land,  and to any award made to or to be made in lieu thereof,  and
         in and to any  award  for  damage  to the land or any part  thereof  by
         reason of a change of grade in any street,  alley,  road or avenue,  as
         aforesaid (all of the foregoing being included within the term "Land").

Each Parcel is to be purchased by Purchaser in its "as is" condition, subject to
the representations and warranties set forth in this Agreement.

         Section 2. Purchase Price.  The purchase price to be paid to Seller for
the Premises  shall be  $19,600,000  plus the  Capitalized  Costs (as defined in
Section 15 hereof) (the "Purchase  Price") and shall be allocated to each Parcel
as set forth on Exhibit B and as may be  reallocated  based upon the  Appraisals
described in Section 3 hereof.  At Closing (as defined in Section 5 hereof) each
Parcel shall

                                       1
<PAGE>

be leased to Seller  pursuant  to a Lease  Agreement  (as  defined  in Section 6
(a)(ii) hereof) and the annual rent thereunder  shall be as set forth on Exhibit
B and  shall  be  proportionately  increased  to  reflect  the  payment  of  the
Capitalized Costs as part of the Purchase Price and shall be allocated among the
Parcels based upon the allocation of the Purchase Price as described  above. The
Purchase  Price  shall be paid by  Purchaser  by bank  wire of same day funds as
follows:

                  (a) Fifty Thousand  Dollars  ($50,000)  (the "Earnest  Money")
         shall be paid within two business after the execution of this Agreement
         to the Title Company (as defined herein) and which will be placed in an
         interest-bearing  account in an insured  money  market fund account for
         the benefit of  Purchaser,  to be dealt with as provided in  Subsection
         13(a) of this Agreement; and

                  (b) At Closing  the  balance of the  Purchase  Price  shall be
         deposited with the Title Company and shall be paid to Seller.

         Section  3.  Survey;   Title;   Environmental  Audit.  With  reasonable
promptness,  with respect to each Parcel,  Purchaser,  with the  cooperation  of
Seller,  shall  request from third party  providers  the  following  items which
comply with the requirements set forth herein:

                  (a) a  certified  ALTA/ACSM  Class A "as  built"  survey  (the
         "Survey") of each Parcel, together with six (6) copies thereof, in form
         and substance reasonably satisfactory to Purchaser, showing such Parcel
         separately  by metes and bounds and showing,  without  limitation,  the
         location  of all  existing  buildings  and  dimensions  thereof and all
         set-back  lines,  all  improvements  and parking areas  (including  the
         number of parking  spaces  therein)  and the  location  thereof and the
         extent of any and all  existing  utility  and other  easements  on such
         Parcel which are shown on the title  commitment or are visible from the
         surface;

                  (b) an owner's title insurance  commitment (the  "Commitment")
         with  respect  to  each  Parcel  issued  by  Chicago  Title   Insurance
         Corporation (the "Title Company"),  National  Business Unit,  1129-20th
         Street NW, Suite 300,  Washington,  D.C.  20036,  Attention:  Selina I.
         Parelskin,  for an ALTA Form B policy or its  equivalent  with extended
         coverage and such endorsements (including,  but not limited to a zoning
         endorsement) as requested by Purchaser bearing a date subsequent to the
         date of this Agreement;

                  (c) a current  complete  Phase I  environmental  investigation
         report of each  Parcel  (the  "Environmental  Audit")  conducted  by an
         environmental  inspection company acceptable to Purchaser and detailing
         and  analyzing  those  aspects  of  such  Parcel  as set  forth  in the
         guidelines attached as Schedule II;

                  (d)  a  current   engineering   report  on  each  Parcel  (the
         "Engineering  Report")  prepared  in  accordance  with  the  guidelines
         attached  hereto  as  Schedule  III in form  and  substance  reasonably
         satisfactory   to  Purchaser,   prepared  by  an  engineering   company
         acceptable to Purchaser;

                  (e) a current appraisal in form and substance  satisfactory to
         Purchaser  (the  "Appraisal"),  prepared  by  an  appraiser  reasonably
         acceptable  to Purchaser in  accordance  with



                                       2
<PAGE>

         the guidelines attached hereto as Schedule IV; and

                  (f) copies of any existing  leases  between Seller and tenants
         of any Parcel (the "Subleases").

         The materials  referred to in Subsections  3(a),  3(b),  3(c), 3(d) and
3(e) are hereinafter referred to as the "Due Diligence Materials." The date upon
which the last of the Due  Diligence  Materials  are  delivered  to Purchaser is
referred to herein as the "Delivery Date."

         If the Delivery Date is on or before November 15, 1999, Purchaser shall
have until December 10, 1999 (the "Due Diligence Period") within which to object
in writing to the substantive matters reflected in the Due Diligence  Materials.
Seller shall within 30 days  thereafter  (i) use all diligence and good faith to
forthwith  remove or cure any such  substantive  matters to which  Purchaser has
objected or (ii) enter into an agreement  in form and  substance  acceptable  to
Purchaser  to  remove or cure such  matters  prior to  Closing  and  proceed  to
Closing.  With respect to any Parcel, Seller shall not be obligated to expend in
excess of $50,000 to remove or cure such matters, except for monetary liens such
as mortgages,  mechanics' liens,  judgements and other similar encumbrances.  If
Seller  shall  fail to  remove  or  cure,  or  agree to  remove  or  cure,  such
substantive matters to which Purchaser has objected within such 30-day period or
if in the judgment of Seller such  matters  cannot be cured then  Purchaser  may
terminate  this  Agreement  with  respect to any or all Parcels or close on such
Parcel without any reduction in the Purchase Price for such Parcel. In the event
of such  termination  with  respect to all Parcels  the  Earnest  Money shall be
returned to Purchaser and neither party shall have any further  obligation under
this Agreement except as specifically set forth herein.

         Prior to the Delivery Date, Seller shall have delivered with respect to
each Parcel, a certificate of occupancy,  if the local zoning ordinance requires
issuance of a new certificate of occupancy as a condition of transfer.

         Section  4.  Inspection;  Due  Diligence.   During  the  term  of  this
Agreement,  Purchaser or its agents  shall be  permitted  access to the Premises
during normal business hours upon  reasonable  notice so long as Purchaser shall
not interfere  with the  operations of Seller and shall comply with the security
requirements  of Seller.  Purchaser  shall have until the  expiration of the Due
Diligence  Period to  perform  whatever  investigations,  tests and  inspections
Purchaser deems reasonably appropriate.  Seller shall cooperate with Purchaser's
due  diligence  review and shall make  available to Purchaser,  upon  reasonable
notice and during business hours, all books and records concerning the operation
and  maintenance of the Premises.  Seller shall also make available to Purchaser
(i) all public information concerning Seller's general business affairs and (ii)
financial  information  for Seller's parent holding company Summit Bancorp which
would comply with Securities and Exchange Commission  requirements for reporting
by a public company for the most recent annual and quarterly  fiscal periods and
the most recent "call report"  filed by Seller with the Federal  Reserve Bank of
New York. Prior to the expiration of the Due Diligence  Period,  Purchaser shall
have the right to  terminate  this  Agreement  with respect to any or all of the
Parcels if  Purchaser's  due diligence  reveals any matters which would make any
Parcel  or the  transaction  contemplated  by  this  Agreement  unacceptable  to
Purchaser in Purchaser's sole discretion.  Purchaser agrees to indemnify against
and hold  Seller  harmless  from any  claim  for  liabilities,  costs,  expenses
(including  reasonable  attorneys' fees actually incurred),  damages or injuries
arising out of or resulting  from the inspection of the


                                        3
<PAGE>

Premises  by  Purchaser  or its  agents,  and  notwithstanding  anything  to the
contrary in this  Agreement,  such  obligation  to indemnify  and hold  harmless
Seller shall survive Closing or any termination of this Agreement.

         Section  5.  Closing.  Subject to the  provisions  of Section 6 of this
Agreement the closing of the purchase and sale transaction  contemplated by this
Agreement  (the  "Closing")  shall  occur  not  later  than  15 days  after  the
expiration of the Due Diligence Period (the "Closing  Date").  The Closing shall
occur on the  Closing  Date at 10:00 a.m.  in the  offices of the Title  Company
unless another place of Closing is mutually agreed to by Seller and Purchaser.

         At the Closing, and as a condition of Purchaser's  obligation to close,
Seller is to convey title to each Parcel to Purchaser by a bargain and sale deed
with covenant  against  grantor's acts  sufficient to permit the issuance of the
owner's policy of title  insurance  referred to in subsection  6(a)(iii) of this
Agreement,  free  and  clear  of any and  all  liens,  encumbrances,  covenants,
conditions  and  restrictions,  except for such  exceptions  as are set forth on
Schedule B,  Section 2 of each  Commitment  and are not objected to by Purchaser
(the "Permitted  Exceptions").  Any monetary judgements of record against Seller
may be insured over by the Title  Company and removed as exceptions to the title
policies  for any Parcel.  To the extent any title  defect  with  respect to any
Parcel arises after the date of the Commitment and prior to the Closing,  except
with respect to defects arising out of Purchaser's action on such Parcel, Seller
shall be  obligated  to cure such  defect to the same  extent as if it  appeared
during the Due  Diligence  Period and if it is not cured or waived by Purchaser,
Purchaser may terminate this Agreement  without further  liability of one to the
other.

         Section 6. Conditions to Closing.  (a) Purchaser shall not be obligated
to close the purchase and sale transaction  contemplated by this Agreement until
all of the following conditions have been waived by Purchaser or satisfied:

                  (i)  Purchaser  shall have  received all items  referred to in
         Section 3 of this Agreement;

                  (ii) With respect to each Parcel acquired by Purchaser, Seller
         shall have  executed and  delivered  to  Purchaser  (A) a total of five
         original  counterparts  executed  by  Seller,  as  lessee,  of a  lease
         agreement  with  Purchaser,  as lessor,  with respect to such Parcel in
         form attached as Exhibit C to this Agreement with  modifications as may
         be required by  applicable  state law and to conform to the  particular
         facts of such Parcel;  provided,  however,  the rent during the Primary
         Term and  Extended  Terms,  if any,  shall be as  indicated on the Rent
         Schedule attached as Exhibit B to this Agreement as allocated  pursuant
         to this Agreement, together with (B) a memorandum thereof in recordable
         form (a "Lease  Agreement").  To the extent that  Purchaser  finances a
         portion of the  Purchaser  Price and places a mortgage  on any  Parcel,
         such mortgage will either be subordinate to the Lease  Agreement or the
         holder of such  mortgage  shall have entered into a  subordination  and
         nondisturbance agreement reasonably acceptable to Seller;

                  (iii) The Title Company shall have issued to Purchaser an ALTA
         1992 Form B owner's fee policy of title insurance or its equivalent for
         each  Parcel,  insuring  title  to  such  Parcel  to be in the  name of
         Purchaser  as  set  forth  herein,  and a  simultaneously  issued  ALTA

                                       4
<PAGE>
         lender's   policy  of  title   insurance   to   Purchaser's   financial
         institution,  if one is used, in an amount equal to the Purchase  Price
         with  respect to the  owner's  policy and in an amount not in excess of
         the Purchase  Price with respect to the lender's  policy and containing
         only  Permitted  Exceptions  and  otherwise  consistent  with the title
         insurance  commitment  referred to in Subsection 3(b) of this Agreement
         or, in the  alternative,  an  irrevocable  commitment  for the issuance
         thereof showing that all requirements have been satisfied.

                  (iv) Seller shall have delivered to Purchaser  certificates in
         form and substance  satisfactory to Purchaser  evidencing the insurance
         coverage  and  policies to be carried by Seller,  as lessee,  under the
         terms of each Lease Agreement naming  Purchaser or Purchaser's  nominee
         or assigns (if any) as additional insured to the extent required by the
         Lease Agreement;

                  (v) Seller shall have  delivered to Purchaser a certified copy
         of the resolutions of the Board of Directors of Seller  authorizing the
         sale of the  Premises  and  authorizing  the  execution,  delivery  and
         performance of each Lease Agreement;

                  (vi) Seller shall have caused to be delivered to Purchaser and
         Purchaser's financial institution with respect to this transaction,  if
         any,  an opinion by  Seller's  counsel,  to the effect  that each Lease
         Agreement  constitutes  the  legal,  valid and  binding  obligation  of
         Seller, as lessee thereunder  enforceable against Seller, as lessee, in
         accordance with its terms,  subject to qualifications for bankruptcy or
         insolvency  and  principles  of equity,  and to such  other  effects as
         Purchaser may reasonably require;

                  (vii) There shall have been no material  adverse change in the
         financial condition of Seller from the date hereof;

                  (viii) Seller shall have delivered to Purchaser a "nonforeign"
         certificate  pursuant to Treas.  Reg. ss.  1.14452T(b)(2),  in form and
         substance satisfactory to Purchaser, or such other evidence that Seller
         is not a "foreign  person" within the meaning of Internal  Revenue Code
         Section 1445 as Purchaser may reasonably require;

                  (ix) With respect to each Parcel,  Seller shall have obtained,
         at its sole cost and expense, a Letter of  Non-Applicability"  or a "No
         Further  Action Letter"  pursuant to the terms of the  Industrial  Site
         Recovery Act (N.J.S.A. 13:1K-6 et seq.);

                  (x) All  representations,  warranties  and covenants of Seller
         set forth  herein  shall  have been true and  correct  in all  material
         respects  when made and Seller shall  deliver to Purchaser at Closing a
         certificate  stating  that all  such  representations,  warranties  and
         covenants remain true and correct in all material respects at and as of
         the Closing; and

                  (xi) Seller shall have  delivered  to  Purchaser  such further
         documents as  reasonably  may be required in order to fully and legally
         close this transaction.

         (b) Seller shall not be  obligated to close until all of the  following
conditions have been waived by Seller or satisfied:

                                       5
<PAGE>
                  (i) Purchaser, as lessor, shall have caused to be executed and
         delivered to Seller a total of five original counterparts of each Lease
         Agreement;

                  (ii) Purchaser shall have delivered to Seller a certified copy
         of the  resolutions of the Board of Directors of the general partner of
         Purchaser  authorizing  the purchase of the Premises and the execution,
         delivery and performance of each Lease Agreement;

                  (iii)  All   representations,   warranties  and  covenants  of
         Purchaser  set forth  herein  shall  have been true and  correct in all
         material  respects when made and  Purchaser  shall deliver to Seller at
         Closing a certificate stating all such representations,  warranties and
         covenants remain true and correct in all material respects at and as of
         the Closing; and

                  (iv)  Purchaser  shall have  delivered  to Seller such further
         documents as may  reasonably  be required in order to fully and legally
         close this transaction.

         Section 7. Prorations.  In view of the continuing  relationship between
lessee and lessor under each Lease  Agreement,  and the  obligations  of lessee,
under  the terms and  conditions  of each  Lease  Agreement,  there  shall be no
proration  of  insurance,  taxes,  special  assessments,  utilities or any other
costs;  it being the intention of Purchaser and Seller that all such costs shall
be the  obligation of Seller prior to Closing and the  obligation of Seller,  as
lessee from and after Closing.

         Section 8. Risk of Casualty  Loss.  From the date hereof until Closing,
Seller shall continue to maintain each Parcel and all other improvements in good
condition and repair,  and promptly  notify  Purchaser of the  occurrence of any
event known to it which  materially  affects the value or utility of any Parcel.
Notwithstanding  anything herein to the contrary, from and after the date hereof
to the Closing,  Seller is considered  the owner of each Parcel for all purposes
and shall be entitled  to receive all  insurance  proceeds  and/or  condemnation
awards  that  may  become  payable  with  respect  thereto.  Any and  all  risks
associated  with  ownership of any Parcel shall be borne by Seller from the date
hereof until Closing. If any Parcel is substantially  damaged or condemned as to
a material part prior to the Closing Date and is not  substantially  repaired or
restored on or before the Closing  Date,  Purchaser  may,  with  respect to such
Parcel, at its election,  (i) terminate and cancel this Agreement in which event
Seller and Purchaser  shall be relieved and discharged of any further  liability
or  obligation  under this  Agreement  with  respect to such  Parcel,  except as
otherwise  expressly set forth herein, or (ii) proceed to Closing on such Parcel
in which  event  the  occurrence  shall be dealt  with  under  the  terms of the
applicable Lease Agreement as if it had occurred after the commencement  date of
each Lease Agreement.

         Section 9. Representations of Seller. Seller represents and warrants to
and covenants with Purchaser as follows:

                  (a)  Organization  and  Standing,  Etc.  Seller  is a  banking
         corporation duly organized, validly existing and in good standing under
         the  laws of New  Jersey  and has all  requisite  corporate  power  and
         authority to own and operate the Premises, to enter into this Agreement
         and each Lease Agreement and to carry out the transactions contemplated
         hereby and thereby;


                                       6
<PAGE>
                  (b)  Litigation.  There are no actions or proceedings  pending
         with  respect to the  Premises  and no actions or  proceedings  pending
         against  Seller,  which in any way  materially  adversely  affects  the
         Premises,  Seller  or  Seller's  ability  to  perform  under  any Lease
         Agreement or this Agreement;

                  (c) Condemnation and Compliance With Laws. Seller has received
         no notice from any governmental  authority of any proposed condemnation
         of any portion of the Premises. Seller has not received any notice that
         the  Premises  or the use thereof is not  presently  and at the Closing
         Date will not be in material violation of or in material  noncompliance
         with applicable codes, ordinances,  regulations or laws (including, but
         not limited to, those relating to environmental matters); and

                  (d) Satisfy  Conditions.  Seller agrees to use its  reasonable
         efforts to satisfy all conditions set forth in Subsection  6(a) of this
         Agreement on or prior to the Closing Date.

All such  representations  and  warranties  shall be true and  correct as of the
Closing Date and shall not survive the Closing Date

         Section 10.  Representations  of Purchaser.  Purchaser  represents  and
warrants to and covenants with Seller as follows:

                  (a)  Organization  and Standing,  Etc.  Purchaser is a limited
         partnership  duly formed,  validly  existing and in good standing under
         the laws of the  State of  Delaware  and has all  requisite  power  and
         authority to acquire the  Premises,  to enter into this  Agreement  and
         each Lease  Agreement  and to carry out the  transactions  contemplated
         hereby and thereby.

                  (b)   Litigation.   There  are  no  actions,   proceedings  or
         investigations  pending involving Purchaser which question the validity
         of this Agreement or adversely affect Purchaser's ability to consummate
         the   transactions   contemplated  by  this  Agreement  or  each  Lease
         Agreement;

                  (c) Compliance With Other Instruments. The execution, delivery
         and  performance by Purchaser of this  Agreement  will not violate,  or
         constitute a default under,  any provision of  Purchaser's  partnership
         agreement or of any agreement or other  instruments to which  Purchaser
         is a party or by which Purchaser or any of its property is bound; and

                  (d) Satisfy Conditions. Purchaser agrees to use its reasonable
         efforts to satisfy all conditions set forth in Subsection  6(b) of this
         Agreement on or prior to the Closing Date.

All such  representations  and  warranties  shall be true and  correct as of the
Closing Date and shall not survive the Closing Date

         Section  11.  Notices.  All  notices  given  or  delivered  under  this
Agreement shall be in writing and shall be validly given when  hand-delivered or
sent by a courier or  express  service  guaranteeing  overnight  delivery  or by
telecopy,  with  original  being sent  promptly  as  otherwise  provided  above,
addressed as follows:



                                       7
<PAGE>

                  If intended for Purchaser:

                  c/o United Trust Fund, Inc.
                  Suite 1300
                  701 Brickell Avenue
                  Miami, FL  33131
                  Attention:  Sidney Domb, President
                  Telecopy:  (305) 358-4002

                  With a copy to:

                  Kutak Rock
                  The Omaha Building
                  1650 Farnam Street
                  Omaha, NE  68102
                  Attention:  Walter L. Griffiths, Esq.
                  Telecopy:  (402) 346-1148

                  If intended for Seller:

                  Summit Bank
                  301 Carnegie Center
                  Princeton, NJ  08543-3200
                  Attention:  Director of Real Estate
                  Telecopy:  (609) 987-3107

                  With a copy to:

                  Summit Bank
                  301 Carnegie Center-Second Floor
                  Princeton, NJ  08543-3200
                  Attention:  General Counsel
                  Telecopy:  (609) 987-3107

                  And a copy to:

                  Drinker Biddle & Shanley LLP
                  500 Campus Drive
                  Florham Park, NJ  07932-1047
                  Attention: Gerald W.  Hull, Jr., Esq.
                  Telecopy:  (973) 360-9831



or such other person or address which Seller or Purchaser  shall have given upon
notice as herein provided.  Notices given by any means described herein shall be
deemed delivered on the day after such notices are sent.


                                       8
<PAGE>
         Section  12.   Assignment.   Except  as  otherwise  set  forth  in  the
immediately succeeding sentence, the rights and obligations of Purchaser arising
under this  Agreement may not be assigned  without the prior written  consent of
Seller,  which consent will not be unreasonably  withheld or delayed. The rights
and obligations of Purchaser under this Agreement may be assigned to one or more
entities owned or controlled by Purchaser or General  Electric  Capital Business
Asset  Funding  Corporation  formed for the sole  purpose of  entering  into the
transaction contemplated by this Agreement, without the prior written consent of
Seller.  In any  assignment  which may be made by  Purchaser  of its  rights and
obligations under this Agreement,  Purchaser shall remain primarily liable under
this Agreement. Seller may not assign its rights under this Agreement.

         Section 13.  Earnest  Money;  Remedies.  (a) The Earnest Money shall be
dealt with as provided in this Subsection 13(a).

                  (i) Subject to the provisions of Subsection  13(a)(ii) of this
         Agreement,  if  the  Closing  of  the  purchase  and  sale  transaction
         contemplated  by this  Agreement  shall fail to occur  pursuant  to the
         terms hereof for any reason, Title Company shall immediately return the
         Earnest Money, together with accrued interest thereon, to Purchaser;

                  (ii) If Purchaser shall be obligated by the provisions of this
         Agreement to Close the purchase and sale  transaction  contemplated  by
         this  Agreement and shall fail to Close,  Seller's sole remedy  against
         Purchaser  shall be to receive  the Earnest  Money from Title  Company,
         together  with  accrued  interest  thereon,   as  liquidated   damages.
         Purchaser and Seller acknowledge that actual damages suffered by Seller
         in such event will be difficult or  impossible  to measure and that the
         amount of the Earnest Money, together with interest thereon, represents
         a good-faith estimate thereof; and

                  (iii) At Closing,  the Earnest  Money,  together  with accrued
         interest  thereon,  shall  be paid to  Seller  as part of the  Purchase
         Price.

         (b) If Seller shall be obligated by the provisions of this Agreement to
Close the purchase and sale transaction contemplated by this Agreement and shall
fail to Close,  in  addition  to a return of the Earnest  Money,  together  with
accrued  interest   thereon,   Purchaser  shall  have  the  remedy  of  specific
performance as its sole and exclusive remedy hereunder.

         Section 14. Brokerage  Commission.  Each of the parties  represents and
warrants  to the other that  neither  party dealt  with,  negotiated  through or
communicated  with any broker in connection  with this  transaction.  Each party
shall  indemnify,  defend and hold harmless the other party from and against any
and all claims,  loss, costs and expenses,  including  reasonable  counsel fees,
resulting  from any  claims  that may be made  against  such party by any broker
claiming a commission by, through or under the other party.

         Section 15.  Transaction  Costs. The costs of this transaction shall be
paid at or prior to Closing by Seller whether or not the transaction  closes and
shall include the Appraisal,  the Engineering  Report, the Environmental  Audit,
the Survey,  all title insurance and title updates,  property transfer taxes and
all other similar costs and reasonable fees and expenses of Purchaser's  counsel
and may be included in the Purchase Price as Capitalized  Costs. The transaction
costs


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<PAGE>

described  in this  Section  15, if paid by  Purchaser  on behalf of Seller  and
included in the  Purchase  Price shall be  referred to as  "Capitalized  Costs".
Seller  shall  not be  obligated  to pay the fees and  expenses  of  Purchaser's
counsel in the event Closing does not occur as a result of Purchaser's default.

         Section 16.  Miscellaneous.  (a) The provisions of this Agreement shall
not be amended,  waived or modified except by an instrument,  in writing, signed
by the parties hereto to be charged.

         (b) In  construing  this  Agreement,  the  singular  shall  include the
plural,  the plural  shall  include the singular and the use of any gender shall
include every other and all genders.

         (c)  All  sections  and  descriptive  headings  of this  Agreement  are
inserted  for  convenience  only  and  shall  not  affect  the  construction  or
interpretation hereof.

         (d) This Agreement may be executed in any number of counterparts,  each
of  which,  when  executed  and  delivered,   shall  be  an  original,  but  all
counterparts shall together constitute one and the same instrument.

         (e) This  Agreement  and the  exhibits  hereto  constitute  the  entire
understanding between the parties with respect to the Premises.

         (f) The waiver of any party of any breach or default by any other party
under any of the terms of this  Agreement  shall not be deemed to be,  nor shall
the same constitute, a waiver of any subsequent breach or default on the part of
any other party.

         (g) This Agreement  shall be used as instructions to the Title Company,
as escrow  agent,  if one is  appointed,  which may attach  hereto its  standard
conditions of acceptance of escrow; provided,  however, that in the event of any
inconsistency  between such standard  conditions of acceptance  and the terms of
this Agreement,  the terms of this Agreement shall prevail.  If requested by the
Title Company,  Purchaser and Seller shall enter into an escrow agreement on the
Title  Company's  standard  form so long as the  provisions of such form are not
inconsistent with this Agreement.

         (h) This Agreement shall be construed and enforced pursuant to the laws
of the State of New Jersey.


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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first set forth above.

                                       UNITED TRUST FUND LIMITED
                                       PARTNERSHIP

                                       By United Trust Fund, Inc., its General
                                          Partner


                                       By /s/ Fred M. Berliner
                                       Printed Name: Fred M. Berliner
                                       Title: Senior Vice President


                                       SUMMIT BANK

                                       By /s/ Marion B. Brady
                                       Printed Name: Marion B. Brady
                                       Title: Senior Vice President












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