Exhibit
      10.1

















**AGREEMENT
      OF SALE**











**BETWEEN**











**NORTHEAST
      COMMUNITY BANK**


**(SELLER)**








**AND**











**MJ
      1353-1355 FIRST AVENUE, LLC**


**(PURCHASER)**














**FOR
      PROPERTY LOCATED AT:**


**1353-1355
      FIRST AVENUE AND THE AIR RIGHTS APPURTENANT TO**


**1359
      FIRST AVENUE, NEW YORK, NEW YORK**




















**Dated:
      December 13, 2006**















**AGREEMENT
      OF SALE**





**THIS
      AGREEMENT** is made
      as of the 13th day of
      December, 2006, by and between NORTHEAST COMMUNITY BANK, formerly known as
      Fourth Federal Savings Bank (“Seller”), having an address at 325 Hamilton
      Avenue, White Plains, New York 10601 and MJ 1353-1355 FIRST AVENUE, LLC
      (“Purchaser”), a New York limited liability company, having an address at c/o
      Wellington Real Estate, Inc., 403 Fairview Avenue, Westwood, NJ
      07675.




The
      Seller agrees to sell, assign, convey and transfer to the Purchaser the Property
      (hereinafter defined), and the Purchaser agrees to purchase the Property from
      the Seller under the terms and conditions provided in this
      Agreement.





**ARTICLE
      1.** Definitions




(a)  Certain
      Defined Terms .




As
      used
      herein the following terms shall have the following meanings (such meanings
      shall be applicable to both the singular and plural forms of the terms
      defined):




**“Agreement”** shall
      mean this Agreement of Sale between the Seller and the Purchaser.




**“Closing”** shall
      mean the execution and delivery of all documents contemplated by this Agreement
      to be executed and delivered on the Closing Date, the delivery of such documents
      to the parties entitled thereto and the payment of the Purchase Price and all
      other sums required to be paid on the Closing Date in the manner required by
      this Agreement.


**“Closing
      Date”** is
      defined in **Section
      4.2** hereof.




**“Deposit”** shall
      have the meaning ascribed to such term in **Section
      3.1(a)** .




**“Governmental
      Authorities”** shall
      mean any board, bureau, commission, department or body of any municipal, county,
      state or federal governmental unit, or any subdivision thereof, having or
      acquiring jurisdiction over the Property or the management, operation, use
      or
      improvement thereof.




**“Legal
      Requirements”** shall
      mean all laws, ordinances, rules, regulations, orders and requirements of all
      Governmental Authorities relating to, or regulating, the ownership, use,
      operation, management, maintenance and repair of the Property, including
      building, fire, safety and health laws and environmental laws.











**“Permitted
      Exceptions”** shall
      mean, with respect to the Property (a) those exceptions listed on **Exhibit
      A** attached
      hereto and (b) matters of title created with the written consent of the
      Purchaser or accepted by Purchaser.




**“Person”** shall
      mean an individual, estate, trust, partnership, corporation, limited liability
      company, Governmental Authority or other legal entity.




**“Personal
      Property”** shall
      mean any tangible and intangible property now or hereafter owned by Seller
      located at the Property and used or usable in connection with the operation,
      management, or ownership of the Property, including, but not limited to,
      machinery, equipment, appliances, fixtures, any other agreements, contract
      rights, building names, trade names relating to the Property, plans and
      specifications in the possession or control of the Seller, warranties, utility
      contracts, telephone numbers, advertising and marketing materials, permits,
      approvals, plans or licenses if any, or any part thereof. “Personal Property”
shall not include any of the Seller's records with respect to the operation
      of
      the existing business at the Property.




**“Prorations
      Date”** shall
      have the meaning given such term in **Section
      5.4** .




**“Property”** shall
      mean collectively the Real Property and the Personal Property.




**“Purchase
      Price”** shall be
      TWENTY EIGHT MILLION and 00/100 ($28,000,000.00) U.S. Dollars, subject to the
      credits, adjustments and prorations in **Section
      5.4** .




**“Real
      Property”** shall
      mean (i) the premises known as 1353-1355 First Avenue, located in the City,
      County and State of New York and as more particularly described in **Exhibit
      B** attached
      hereto, all easements, covenants and other rights appurtenant thereto and the
      improvements located thereon, fixtures affixed thereto and strips and gores
      and
      land lying in any street open or proposed to the center line thereof; (ii)
      the
      air rights purchased and owned by Seller and appurtenant to property located
      at
      1359 First Avenue (340 East 73 rd Street),
      New York, New York; and (iii) all the rights of Seller under the Zoning Lot
      Development Agreement (the “ZELDA”) dated July 7, 2006 among Seller and Regency
      East, LLC and recorded in the Office of the City Register of the City of New
      York on November 13, 2006 as CRFN 2006000627517.




**“Title
      Commitment”** shall
      mean collectively the title commitments issued by the Title Company for the
      Real
      Property.




**“Title
      Company”** shall
      mean Fidelity National Title Insurance Company.




(b)  Other
      Terms .




All
      defined terms used in this Agreement which are not defined in this **Article
      1** ,
      shall
      have the meaning set forth elsewhere in this Agreement.





2





**ARTICLE
      2.**





2.1  Condition
      of Property




(a)  Upon
      execution of this Agreement, Purchaser shall have 60 days from the date hereof
      to complete its due diligence inspection of the property (the “Due Diligence
      Period”) after which Purchaser agrees to accept the Real Property pursuant to
      the terms of this Agreement on the Closing Date in an absolutely “ **AS
      IS** ”
      condition except as provided for herein. If Purchaser is unsatisfied with the
      results of its due diligence for any reason whatsoever, Purchaser shall have
      the
      right to terminate this Agreement by giving written notice of such termination
      to Seller and Escrow Agent not later than the last day of the Due Diligence
      Period, in which event the First Deposit (as such term is hereinafter defined)
      shall be paid to Purchaser and thereafter neither party shall have any
      obligations to each other under this Agreement with the exception of those
      obligations that specifically survive such termination.




(b)  The
      Purchaser shall be entitled to one (1) thirty (30) day extension of the Due
      Diligence Period. If Purchaser requests such extension, the First Deposit (as
      defined in Article 3.1) shall be nonrefundable and the Seller shall be under
      no
      obligation to refund the First Deposit to Purchaser for any reason whatsoever
      except for Seller’s default or inability to convey title as required under this
      Agreement.




(c)  Purchaser
      hereby agrees to indemnify, defend and hold harmless Seller and its agents,
      from
      and against all claims, losses, damages and liabilities (including reasonable
      attorney's fees) which may arise from or grow out of such entry, inspections
      and
      tests, including, without limitation, mechanics' lien claims of any person
      or
      persons who made such tests and inspections (except any claims, losses or
      liabilities caused by Seller) and all injury to persons and physical damage
      to
      the Real Property caused by such tests and inspections. Purchaser's agreement
      to
      indemnify, defend and hold Seller harmless pursuant to this section **** shall
      survive the termination of this Agreement and the Closing. Seller shall
      reasonably cooperate with Purchaser in carrying out its inspection of the Real
      Property and personal property, if any, however, Seller shall not be obligated
      to spend any amounts to complete such Purchaser’s inspections.




(c)  THE
      REAL
      PROPERTY IS SOLD AND PURCHASED IN AN ABSOLUTELY “ **AS
      IS** ”
      CONDITION WITH ALL FAULTS AND DEFECTS. PURCHASER HEREBY WAIVES, RELEASES AND
      RENOUNCES ALL IMPLIED AND EXPRESS WARRANTIES, STATUTORY OR OTHERWISE, INCLUDING
      WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS, OR ANY
      CLAIM FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING THEREFROM.
      EXCEPT AS PROVIDED HEREIN, SELLER MAKES ABSOLUTELY NO REPRESENTATIONS OR
      WARRANTIES, EXPRESSED OR IMPLIED WITH RESPECT TO THE PHYSICAL CONDITION,
      ENVIRONMENTAL, TITLE OR ANY OTHER MATTER RELATING TO THE PREMISES. THIS
      AGREEMENT, AS WRITTEN, CONTAINS ALL THE TERMS OF THE AGREEMENT BETWEEN THE
      PARTIES, AND





3





PURCHASER
      ACKNOWLEDGES THAT SELLER (OR AN AGENT OR OTHER REPRESENTATIVE OF SELLER
      INCLUDING ANY PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER) HAS MADE
      NO
      REPRESENTATIONS AND HELD OUT NO INDUCEMENTS TO PURCHASER IN PURCHASING THE
      PREMISES.





(d)  With
      respect to the Real Property, Purchaser acknowledges that Seller shall have
      no
      obligation after Closing to perform work to satisfy any requirements of any
      covenants running with land, or any zoning or other governmental laws,
      ordinances or requirements, or to cure any violations or to perform any other
      work, except as expressly set forth in this Agreement.




2.2  Title




(a)  Upon
      the
      Closing, the Purchaser agrees to take title to the Real Property subject only
      to
      the Permitted Exceptions. If any title defect or defects (other than the
      Permitted Exceptions) arise or are discovered by Purchaser between the date
      of
      this Agreement and the Closing Date, Purchaser shall give notice of such title
      defect or defects to the Seller within ten (10) days after such title defect
      or
      defects arises or is discovered, whichever is later, and




(i)  if
      the
      title defect or defects is not of a type described in section 2.2(b) below
      and
      can be cured, removed or eliminated by either or both the payment of money
      or by
      the posting of a bond to the Title Company’s satisfaction for an amount not to
      exceed $100,000 in the aggregate, Seller agrees to make such payment or post
      such bond or both within thirty (30) days of receiving the notice from
      Purchaser, in which event, the Closing shall be adjourned if necessary to a
      date
      ten (10) days after Seller has paid the money or posted the bond to remove
      the
      title defect or defects.




(ii)  if
      the
      title defect or defects is not of a type described in section 2.2(b) below
      and
      can be cured, removed or eliminated only by the payment of money or by the
      posting of a bond in an amount of more than $100,000 in the aggregate, Seller
      shall have no obligation to cure or remove such title defect or defects but
      the
      Purchaser shall have the right, to be exercised in the notice to Seller, either
      (A) to accept the Property as it then is with a decrease in the Purchase Price
      not to exceed $100,000; or (B) to terminate this Agreement, whereupon the
      Deposit shall be returned to the Purchaser. If the Purchaser does not make
      an
      election in its notice to the Seller, it shall be deemed to have elected the
      option in sub-section (B).




(b)  Notwithstanding
      any provisions contained in this section, if a title defect is in the nature
      of
      a lien or security interest created by the Seller (including, without
      limitation, any mortgage(s)), or arises as a result of a breach of Seller's
      covenant under **Section
      9.4** hereof,
      then Seller shall be obligated at Seller’s cost to cure or remove any such title
      defect, failing which, Seller shall be deemed to be in default
      hereunder.





4





(c)  If
      a
      title defect cannot be or is not susceptible of being removed or eliminated
      with
      either or both the payment of money or the posting of a bond in any amount
      and
      did not arise out of a lien or security interest created by the Seller or as
      a
      result of a breach of Seller's covenant under **Section
      9.4** ,
      Seller
      shall have no obligation to cure the title defect and may elect to terminate
      this Agreement by sending notice of its election to terminate to Purchaser
      within fifteen (15) days of Seller's receipt of notice of such title defect
      and
      unless Purchaser, in its sole discretion, within fifteen (15) days of receiving
      such notice of termination, then agrees by sending written notice to the Seller
      to accept title subject to the title defect or defects in question. In the
      event
      the Purchaser does not elect to accept title subject to the title defect or
      defects in question without a reduction in the Purchase Price, the termination
      notice from the Seller shall be effective at the end of such fifteen (15) day
      period and this Agreement shall be deemed terminated, the Deposit shall be
      returned to the Purchaser and all parties hereto released from all obligations
      hereunder except as to those obligations arising under those Sections that
      expressly survive the termination of this Agreement. Notwithstanding, Seller
      will remove any title defects that can reasonable be removed by signing a title
      document as long as it does not impose any additional liability upon the Seller.




2.3  Survival.




This **Article
      2** shall
      survive the termination of this Agreement and the Closing.





**ARTICLE
      3.** Deposits .





3.1  Deposits .




(a)  Upon
      the
      execution of this Agreement, Purchaser shall deposit with LAZARE POTTER GIACOVAS
      & KRANJAC LLP (“Escrow Agent”) the sum of TWO HUNDRED THOUSAND DOLLARS and
      00/100 ($200,000.00) US Dollars by check or wire transfer of same-day funds,
      subject to collection, which shall be held by the Escrow Agent in an interest
      bearing escrow account (such deposit together with the interest earned thereon
      is referred to herein as the “First Deposit”) in accordance with this Agreement
      and the escrow agreement annexed hereto as **Exhibit
      C** (the
“Escrow Agreement”). Purchaser shall also deposit at the end of the Due
      Diligence Period (as the same may be extended pursuant to Article 2.1(b)) the
      sum of EIGHT HUNDRED THOUSAND DOLLARS and 00/100 ($800,000.00) US Dollars by
      check or wire transfer of same-day funds, subject to collection, which shall
      be
      held by the Escrow Agent pursuant to the Escrow Agreement (such deposit together
      with the interest earned thereon is referred to herein as the “Second Deposit”
which combined with the “First Deposit” shall herein after be referred to as the
“Deposit”). In the event a check is delivered to the Escrow Agent for the
      Deposit and said check shall fail collection in due course, Seller, at its
      option, may declare this Agreement null, void and of no further effect and
      may
      pursue its remedies against Purchaser upon said check or in any other manner
      permitted by law. At the Closing, the Purchaser shall receive a credit in the
      amount of the Deposit against the Purchase Price. The Deposit (to the extent
      paid) and all accrued interest thereon are





5





non-refundable
      except as otherwise specifically provided herein including, without limitation,
      pursuant to section 2.1(a) hereof.




**ARTICLE
      4.** Purchase
      and Sale; Closing





4.1  Purchase
      and Sale .




On
      the
      Closing Date, subject to the terms and conditions set forth in this Agreement,
      the Seller agrees to sell the Real Property and the Personal Property to the
      Purchaser, and the Purchaser agrees to purchase the Real Property and the
      Personal Property from the Seller for the Purchase Price. Subject to the
      provisions of **Section
      2.2** ,
      the
      Seller shall sell, convey, transfer or assign and the Purchaser shall purchase
      and accept title to the Real Property free and clear of all liens, encumbrances,
      easements, covenants, conditions, leases, occupancy agreements and other matters
      affecting title, except the Permitted Exceptions. The Purchase Price is for
      the
      Real Property and no portion is attributable to the Personal Property. The
      Personal Property shall not be purchased if the Real Property is not
      purchased.




4.2  Place
      and Time of Closing .




Upon
      satisfaction of the conditions precedent set forth in **Article
      5** ,
      the
      Closing shall occur on the date that is sixty (60) days after the expiration
      of
      the Due Diligence Period at the office of Purchaser’s Lender or, if not
      applicable, at the office of the Seller’s attorney (the “Closing Date”) TIME IS
      OF THE ESSENCE AS TO THE CLOSING DATE provided, however, that Purchaser may
      (i)
      designate an earlier Closing Date on seven (7) days prior written notice to
      the
      Seller and the Title Company or (ii) adjourn the Closing Date for up to ten
      (10)
      days upon written notice to the Seller and the Title Company. On the Closing
      Date, all monies due to be paid hereunder shall be paid by wire transfer or
      certified/bank check and all instruments due to be made, executed and delivered
      shall be made, executed and delivered by the respective parties, each to the
      other as herein provided.




**ARTICLE
      5.**  Seller's
      and Purchaser's Covenants and Deliveries and Conditions to Seller's and
      Purchaser's Agreement to Close .





5.1  Covenants
      and Contracts and Deliveries .




5.1
      A. Seller's
      Covenants and Contracts and Deliveries




(a)  The
      Seller agrees to deliver to the Purchaser or its representatives an executed
      and
      acknowledged Bargain and Sale Deed With Covenants in the form attached hereto
      as **Exhibit D.**




(b)  Seller
      agrees to deliver on the Closing Date to the Purchaser or its representatives
      the documents and items described in **Sections
      5.2A(d)** .
      Seller
      also agrees to deliver the certificate required under **Section
      5.2A(a)** ;
      provided however, the





6





delivery
      of a certificate which indicates breaches of representations or warranties
      or
      changes, variations or differences of representations or warranties from those
      set forth in this Agreement as of the date of this Agreement shall constitute,
      to the extent set forth in **Section
      5.2(A)(a)** ,
      the
      non-fulfillment of a condition to Purchaser's obligation to close and not a
      default by Seller. If any of the representations or warranties set forth in
      this
      Agreement are proven to be untrue by Seller when made, or if Seller causes
      any
      of the representation or warranties set forth in this Agreement to become
      untrue, then Seller shall be deemed to be in default under this Agreement.




5.1
      B. Purchaser's
      Covenants and Contracts and Deliveries .




(a)  Purchaser's
      Documents .
      Purchaser agrees to deliver to the Seller or its representatives the following
      documents on the Closing Date (the “Purchaser's Documents”):




The
      Purchaser's filed articles of organization, resolutions authorizing the
      transactions contemplated hereby, members certificate and good standing
      certificate dated no earlier than thirty (30) days prior to
      Closing.




(b)  Purchaser's
      Covenants .
      Purchaser covenants and agrees:




(i)  to
      pay a
      portion of the Purchase Price on the Closing Date in the amount of TEN MILLION
      AND 00/100 ($10,000,000.00) US Dollars by wire transfer or official, bank or
      certified check of same day funds. The $18,000,000.00 remaining balance of
      the
      Purchase Price shall be due and payable pursuant to a promissory note to be
      signed by Purchaser and Seller and which promissory note is attached hereto
      as **Exhibit
      E** (the
“Promissory Note”) the terms of which are incorporated herein by reference;
      and




(ii)  As
      security for Purchaser’s performance of the Promissory Note, Purchaser shall
      execute and provide Seller with a Purchase Money Real Estate Mortgage,
      Assignment, and Security Agreement, which is attached hereto as **Exhibit
      F** (the
“Security Agreement”), the terms of which are incorporated herein by reference;
      and




(iii)  to
      deliver the documents and make any payments required under **Sections
      5.2B (a), (b), (d), and (e)** hereof.




5.2
      A. Conditions
      Precedent to Purchaser's Obligation to Close .




The
      following shall be conditions precedent to the obligations of Purchaser to
      purchase the Real Property and are for the benefit of Purchaser but may be
      waived by Purchaser in whole or in part in its sole discretion:




(a)  Representations
      and Warranties True .
      Purchaser shall have received a certificate from the Seller to the effect that
      the representations and warranties made by Seller in **Article
      6** shall
      be
      true and correct in all material respects on and as of the Closing Date with
      the
      same force and effect as if such representations and warranties had





7





been
      made
      on and as of such date or, subject to the last sentence of section 5.1(A)(b),
      Purchaser may cancel this Agreement and the amount of the Deposit given to
      the
      Seller at that point in time will be refunded to the Purchaser.





(b)  Seller's
      Performance .
      The
      Seller shall have performed all covenants and obligations required by this
      Agreement to be performed by it on or before the Closing Date.





(c)  Title
      to Real Property .
      Purchaser shall receive at closing an owner's ALTA title policy if required
      by
      Purchaser, in which event such ALTA title policy shall be at Purchaser's expense
      (the “Title Policy”) in an amount equal to the Purchase Price, dated the Closing
      Date, insuring, at standard rates, Purchaser's fee simple title to the Real
      Property free and clear of all exceptions, liens and encumbrances except for
      standard printed exceptions (other than the standard exceptions for mechanic
      liens, surveys and tenants in possession) in the Title Commitment (applicable
      to
      Extended Coverage and as modified in the Title Commitment) and the Permitted
      Exceptions, with the endorsements described in the Title
      Commitment.





(d)  The
      Property shall be vacant and free of all occupants at the Closing. Purchaser
      and
      Seller shall enter into a Lease Agreement at Closing for Seller to become a
      tenant of the first floor of the Property after construction is completed by
      the
      Purchaser pursuant to the terms of the Lease attached hereto as **Exhibit
      G** .





(d)  Documents .
      The
      receipt and possession by Purchaser of the following:




(i)  Seller's
      Organizational Documents .
      Seller's filed articles of organization, consent authorizing the transactions
      contemplated hereby and good standing certificate dated no earlier than thirty
      (30) days prior to Closing.




(ii)  No
      Foreign Person .
      An
      affidavit, under penalty of perjury, indicating Seller's United States taxpayer
      identification numbers and stating that Seller is not a foreign person, which
      affidavit shall be in the form attached as **Exhibit
      H.**




(iii)  Seller's
      Affidavit of Title .
      An
      Affidavit of Title, provided by the Title Company and reasonably acceptable
      to
      the Seller, executed by an officer of the Seller.




(iv)  Permits,
      Plans, Warranties and Licenses. Seller shall assign to Purchaser any and all
      permits, plans, licenses or warranties in connection with the Property, if
      applicable.




(v)  All
      required real property transfer tax returns and bank check(s) from Seller to
      the
      order of the appropriate tax collecting agency or official in the amount of
      all
      real property transfer taxes payable by reason of or in connection with the
      sale
      of the Property by Seller to Purchaser.





8





(vi)  An
      assignment of the ZELDA and all of Seller’s right, title and interest thereunder
      from and after the Closing Date in the form of **Exhibit
      I** attached
      hereto.




(iv)  Other
      Documents .
      Any
      other document (i) required by this Agreement to be delivered by Seller, (ii)
      reasonably required by the Title Company, which do not require the expenditure
      of any funds or the incurrence of any obligations beyond those contained in
      this
      Agreement, or (iii) otherwise reasonably necessary to consummate the
      transactions contemplated hereby and in form reasonably acceptable to Purchaser
      and Purchaser's counsel on, at or before the Closing; provided, however, that
      any request hereunder shall be made on a timely basis, so that Seller shall
      have
      a reasonable period of time to satisfy such request.




5.2
      B.  Conditions
      Precedent to Seller's Obligations to Close .




The
      following shall be conditions precedent to the obligation of Seller to sell
      the
      Property and are for the benefit of the Seller and may be waived by Seller
      in
      whole or in part in its sole discretion:




(a)  Purchase
      Price .
      The
      Seller shall have received and be in possession of that portion of the Purchase
      Price as indicated in section 5.1B(b)(i).




(b)  Purchaser's
      Representations and Warranties True .
      The
      Seller shall have received a certificate from the Purchaser to the effect that
      representations and warranties made by the Purchaser in **Article
      7** are
      true
      and correct in all material respects as of the Closing Date with the same force
      and effect as though such representations and warranties had been made on and
      as
      of such date.




(c)  Purchaser's
      Performance .
      The
      Purchaser shall have performed all material obligations required by this
      Agreement to be performed by it on or before the Closing Date.




(d)  Purchaser's
      Documents .
      The
      receipt and possession by Seller of copies of Purchaser’s certificate of
      incorporation, resolutions authorizing the transactions contemplated hereby
      and
      good standing certificate dated no earlier than thirty (30) days prior to
      Closing.




(e)  Other
      Documents .
      The
      receipt and possession by Seller of all other documents (i) required by this
      Agreement to be delivered by Purchaser, (ii) reasonably required by the Title
      Company, which do not require the expenditure of any funds or the incurrence
      of
      any obligation beyond that contained in this Agreement, and (iii) otherwise
      reasonably necessary to consummate the transaction contemplated hereby and
      in
      form reasonably satisfactory to Seller and Seller's counsel on, at or before
      the
      Closing; provided, however, that any request hereunder shall be made on a timely
      basis so that Purchaser shall have a reasonable period of time to satisfy such
      request.





9





5.3  Closing
      Costs .





(a)  The
      following closing costs shall be borne by the Purchaser:




(i)  the
      charges for preparation of the Title Commitment;




(ii)  any
      survey fees necessary to have a survey certified to the Purchaser and the Title
      Company and to have the standard printed survey exception to the Title
      Commitment deleted;




(iii)  title
      insurance premiums for the Purchaser's and owner's mortgagee standard title
      insurance policy subject only to the Permitted Exceptions; and




(iv)  all
      recording fees and costs (including all fees and costs associated with the
      recording of any mortgage), except those required to clear title
      defects.




(b)  At
      the
      Closing, Seller and Purchaser shall execute, acknowledge, deliver and timely
      file all such returns as may be necessary to comply with Article 31 of the
      Tax
      Law of the State of New York and the regulations applicable thereto, as the
      same
      may be amended from time to time (the “RET”) and the New York City Real Property
      Transfer Tax (Admin. Code Article 21) and the regulations applicable thereto,
      as
      the same may be amended from time to time (the “RPT”). On the Closing Date,
      Seller shall pay to the appropriate party the amounts payable under the RET
      and
      RPT.





(c)  All
      other
      expenses and charges associated with the Closing, including attorneys' fees,
      consulting fees, other due diligence expenses, the cost of all opinions,
      certificates, instruments, documents and papers which are required to be
      delivered by any party, and cost of all performances by that party, and all
      other expenses or charges not included in **Section
      5.3(a) and (b)** shall
      be
      paid by the party incurring such expenses. The terms of this **Section
      5.3** shall
      survive the Closing.





5.4  Adjustments
      and Prorations .




The
      following shall be adjusted and prorated in cash at Closing as of 11:59 p.m.
      on
      the day preceding the Closing Date (the “Prorations Date”):




(i)  any
      rents, revenues and other income generated from the Property;




(ii)  any
      proceeds of loss of rents or business interruption insurance shall be prorated
      in the same manner as the rents or receipts insured thereby;




(iii)  real
      estate taxes, special assessments, personal property taxes and payments due
      in
      respect of the Real Property payable in the year in which this transaction
      closes;





10





(iv)  all
      other
      costs, expenses, charges and fees relating to the ownership, management,
      operation, maintenance and repair of the Property, including electricity, gas,
      water, sewer charges, fuel, waste collection and removal, telephone and other
      public utilities. It shall be assumed that the utility charges were incurred
      uniformly during the routine billing period in which the Closing occurs. If
      bills for the applicable period are unavailable, the amounts of such charges
      will be estimated based upon the latest known bills. Notwithstanding the
      foregoing, to the extent possible, meters will be read as of the Proration
      Date
      and bills rendered to the Seller as of that date.




Seller
      shall pay any of the foregoing which are due and payable prior to the Proration
      Date and Seller shall pay or cause to be paid at Closing any delinquent real
      estate taxes and any special and supplemental real estate
      assessments.




5.5  Reproration
      and Post-Closing Adjustments .




(a)  In
      the
      event that any adjustments or prorations cannot be apportioned or adjusted
      at
      Closing by reason of the fact that final or liquidated amounts have not been
      ascertained, or are not available as of such date, or are payable pursuant
      to **Article
      8** ,
      the
      parties hereto agree to apportion or adjust such items on the basis of their
      best estimates of the amounts at Closing and to reprorate any and all of such
      amounts promptly when the final or liquidated amounts are ascertained, and
      a
      statement to this effect shall be set forth in the closing statement. In the
      event of any omission or mathematical error on the closing statement, or if
      the
      prorations, apportionments and computations shall prove to be incorrect for
      any
      reason, the same shall be promptly adjusted when determined and the appropriate
      party paid and monies owed, provided the request is made in writing within
      one
      (1) year after Closing, and a reference to this section shall be set forth
      in
      such request statement.




(b)  The
      provisions of this **Section
      5.5** shall
      survive the Closing.




5.6  Statement
      Prior to Closing .




The
      prorations and payments to be made at Closing under the provisions of **Sections
      5.4** and **5.5** shall be
      made on the basis of a written statement or statements delivered together with
      supporting information reasonably necessary for Purchaser to evaluate such
      statements and to determine the accuracy thereof, to Purchaser by Seller or
      its
      agent not less than three (3) days prior to the Closing Date, and approved
      by
      Purchaser, such approval not to be unreasonably withheld or
      delayed.




**ARTICLE
      6.** Seller's
      Representations and Warranties





6.1  Seller
      represents and warrants to Purchaser as of the date hereof as
      follows:




(a)  Organization





Seller
      is
      a federal savings bank duly organized under the laws of the United
      States.




11




(b)  Power
      and Authority




Seller
      has full legal power, right and authority to execute, deliver and carry out
      its
      obligations under this Agreement and has taken all necessary action to authorize
      the execution, delivery and performance of this Agreement. The instruments
      Seller has agreed to deliver pursuant hereto and this Agreement constitute
      legal, valid and binding obligations of Seller enforceable in accordance with
      their respective terms. No further consent of any member, governmental authority
      or other person is required and the individual executing this Agreement and
      instruments to be delivered pursuant hereto has been duly authorized to do
      so.




(c)  Litigation




There
      are
      no actions, suits or proceedings pending, affecting or, to the best of Seller's
      knowledge, threatened against Seller or the Property at law or equity, or before
      any federal, state or municipal governmental or quasi-governmental department,
      commission, board, bureau, authority, official, agency or instrumentality,
      which
      would affect Seller's ability to consummate the transactions contemplated by
      this Agreement or affect the Property or affect Purchaser.




(d)  Brokers
      Sale




Seller
      has not employed or retained or, consulted or dealt with any real estate broker,
      salesman, advisor, or consultant in connection with the sale and purchase
      contemplated by this Agreement.




(e)  To
      the
      best of Seller’s knowledge, there are currently no condemnation or eminent
      domain proceedings involving the Property.




(f)  There
      are
      no contracts or leases affecting the Property that would be binding upon
      Purchaser after the Closing and any existing contracts or leases will be
      terminated prior to Closing.




(g)  There
      are
      no employees of Seller at the Property and no union contracts or notices from
      any union affecting employment at the Property.




(h)  There
      are
      no pending certiorari proceedings to reduce the assessed valuation of the
      Property.




(i)  There
      are
      no brokerage commissions due in connection with any rental of any space at
      the
      Property.







(m)  All
      of
      Seller’s rights and benefits to the air rights and under the ZELDA are in effect
      and are assignable to Purchaser.




(n)  Other
      Contracts


12




The
      execution, delivery and performance of this Agreement by Seller in accordance
      with its terms, will not violate, conflict with or result in the breach of
      the
      articles of incorporation or by-laws of Seller or any other agreement or any
      law, regulation, contract, agreement, commitment, order, judgment or decree
      to
      which Seller is a party or by which it may be bound or which the Property is
      subject.




**ARTICLE
      7.** Purchaser's
      Representations and Warranties





7.1  Purchaser
      represents and warrants to Seller as of the date hereof as follows:





(a)  Organization




Purchaser
      is a corporation duly formed and validly existing under the laws of the State
      of
      New Jersey.




(b)  Power
      and Authority




Purchaser
      has full power and authority to execute, deliver and carry out its obligations
      under the terms and provisions of this Agreement and has taken all necessary
      action to authorize the execution, delivery and performance of this Agreement.
      This Agreement constitutes the legal, valid and binding obligation of Purchaser
      enforceable in accordance with its terms. No further consent of any member,
      governmental entity or other person is required and the individual executing
      this Agreement and the instruments to be delivered by Purchaser pursuant to
      the
      Agreement have been duly authorized to do so.





(c)  Litigation




To
      the
      knowledge of Purchaser, there are no actions, suits or proceedings pending
      or
      threatened against Purchaser which would affect Purchaser's ability to
      consummate the transaction contemplated by this Agreement.




(d)  Other
      Contracts




The
      execution, delivery and performance of this Agreement by Purchaser in accordance
      with its terms, will not violate, conflict with or result in the breach of
      any
      of the articles of incorporation or by-laws of Purchaser, any other agreement
      or
      any law, regulation, contract, agreement, commitment, order, judgment or decree
      to which Purchaser is a party or by which it may be bound.





13





(e)  Brokers-Sale




Purchaser
      has not employed or retained or, consulted or dealt with any real estate broker,
      salesman, advisor, or consultant in connection with the sale and purchase
      contemplated by this Agreement.




(f)  Investigation




Purchaser
      has, or will have during the Due Diligence Period, had the opportunity to
      independently inspect and to take any other action deemed necessary or
      appropriate by Purchaser to evaluate and become fully acquainted with the Real
      Property and to decide to purchase the Real Property. Purchaser expressly
      acknowledges that, except as expressly provided in this Agreement and in the
      documents and instruments to be executed by Seller pursuant hereto, neither
      Seller nor any agent or representative of Seller has made, and Seller is not
      liable for or bound by in any manner by, any express or implied warranties,
      guaranties, promises, statements, inducements, representations, or information
      pertaining to Real Property.




**ARTICLE
      8.** Insurance,
      Casualty and Condemnation





8.1  Maintenance
      of Insurance .




Seller
      shall maintain or cause to be maintained its insurance policies for the Real
      Property in full force and effect until the Closing. Seller assumes the risk
      of
      loss in and to the Real Property until the Closing, after which such risk shall
      be borne by the Purchaser.




8.2  Notice
      of Casualty or Condemnation .




If
      the
      Real Property, or any part thereof, shall be damaged or destroyed by fire or
      other casualty prior to the Closing Date (the “Casualty”), Seller shall promptly
      notify Purchaser thereof (“Casualty Notice”). If the Real Property, or any part
      thereof, shall be taken or condemned or Seller shall receive notice or be
      informed of any threatened condemnation prior to the Closing Date, Seller shall
      promptly notify Purchaser thereof (“Condemnation Notice”).




8.3  Casualty
      Repaired or Temporary Condemnation before Closing .




Seller
      shall be entitled to the proceeds of any insurance claims relating to damages
      repaired prior to the Closing Date and the proceeds of any condemnation
      proceeding relating to any temporary taking which relates to any period prior
      to
      the Closing Date. If the payment of such proceeds is received by the Seller,
      the
      proceeds shall be retained by Seller. If such proceeds shall not have been
      paid
      to the Seller by the Closing Date, Purchaser shall pay over as a post-closing
      adjustment under **Section
      5.5** the
      amount of such proceeds to Seller promptly after the Purchaser receives them.
      In
      either case, there shall be no set-off or reduction to the Purchase Price by
      reason of such payment or claim for such proceeds.





14





8.4  Absence
      of Major Unrepaired Damage




At
      the
      time of Closing, and as a condition precedent to the obligation of the Purchaser
      to purchase the Real Property pursuant to this Agreement, there shall be no
      unrepaired damage caused by Casualty to any portion of the Property the
      estimated cost of repair of which is more than $250,000. Purchaser retains
      the
      right to waive this condition.




8.5  Effect
      of Unrepaired Damage .





(a)
      If
      (i) any portion of the Real Property is damaged by Casualty after the date
      of
      this Agreement and is not repaired and restored substantially to its original
      condition prior to Closing, and (ii) the estimated cost of repairs is $250,000
      or less and the estimated time to repair is less than sixty (60) days, the
      Purchaser shall be required to purchase the Real Property in accordance with
      the
      terms of this Agreement and, at Closing, the Seller shall assign to the
      Purchaser all insurance claims and proceeds with respect thereto (other than
      claims and proceeds for rent loss insurance with respect to rent payable before
      the Closing) and shall pay or credit to the Purchaser the amount of any
      deductible or uninsured loss with respect to such Casualty;




(b)  If
      the
      estimated cost of repairing such damage is more than $250,000 or the estimated
      time to repair is more than sixty (60) days, the Purchaser may, at its sole
      option: (i) terminate this Agreement, in which case the Escrow Agent shall
      return the Deposit to the Purchaser and no party shall have any further
      liability or obligation to any other party under this Agreement except under
      those sections of the Agreement which survive the termination of this Agreement;
      or (ii) elect to proceed with the Closing, in which case the Seller shall assign
      to the Purchaser all insurance claims and proceeds (other than claims and
      proceeds for rent loss insurance with respect to rent payable and relating
      to a
      period before the Closing) with respect to such damage and shall pay or credit
      to the Purchaser the amount of any deductible or uninsured loss (up to $250,000)
      with respect to such Casualty; and




(c)  If
      a
      Casualty to any part of the Property has occurred and Purchaser is required
      or
      elects to complete the purchase of the Property, the Seller shall cooperate
      with
      the Purchaser in prosecuting all insurance claims assigned to the Purchaser
      at
      Closing.




(d)  Unless
      Seller, reasonably deems repairs or restoration necessary, Seller shall not
      perform any repairs or restoration unless approved by Purchaser.




The
      Purchaser and Seller agree that, notwithstanding the preceding provisions,
      in
      the event an uninsured loss exceeds $250,000, the Seller may elect to cancel
      this Agreement unless Purchaser, by sending a notice to Seller within fifteen
      (15) days of receiving such a notice from Seller, elects to close the purchase
      contemplated by this Agreement, with a reduction of the Purchase Price limited
      to the amount of $250,000, notwithstanding the actual amount of the uninsured
      loss.





15





8.6  Estimate
      of Costs .





For
      purposes of **Section
      8.5** ,
      an
      architect selected by the Seller and approved in writing by the Purchaser (such
      approval not to be unreasonably withheld, delayed or conditioned), shall
      determine the estimated costs and time to repair damage caused by fire or other
      casualty.





8.7  Condemnation .




(a)  Material
      Permanent Condemnation .




In
      the
      event that a permanent public condemnation, eminent domain or other taking
      proceeding shall be completed, commenced or threatened in writing against the
      Real Property or a material portion (such taking shall be material if the result
      shall be a significant reduction in the amount of buildable square feet or
      access to the Property) of the Real Property either party may terminate this
      Agreement by giving a notice of termination to the non-terminating party within
      10 days after delivery to Purchaser of the Condemnation Notice, provided
      however, that notwithstanding any such condemnation, the Purchaser may elect
      by
      giving notice to Seller within such 10 day period to consummate the purchase
      contemplated by this Agreement, without abatement or reduction of the Purchase
      Price. If Purchaser shall so elect to consummate the purchase contemplated
      by
      this Agreement, all condemnation awards shall be paid to Purchaser.




(b)  Non-Material
      Permanent Condemnation .




In
      the
      event of a permanent public condemnation, eminent domain or other taking
      proceeding of a portion of the Real Property which is not described in **Section
      8.7(a)** ,
      Purchaser shall complete the sale without any adjustment to the Purchase Price
      or other compensation for such condemnation except that any proceeds received
      by
      the Seller before Closing on account thereof shall be paid over to Purchaser
      at
      Closing as a Closing adjustment, and Seller shall transfer and assign to
      Purchaser at Closing all of Seller's rights and interests in and to such award
      and proceeds and any proceeds received by the Seller whether before or after
      Closing on account thereof shall be paid over to Purchaser as a Post-Closing
      adjustment under **Section
      5.5** .




**ARTICLE
      9.**   Rights
      and Obligations Pending Closing




Between
      the date of this Agreement and the Closing:




9.1  Contracts
      and Leases .




Except
      as
      otherwise provided in this **Article
      9** ,
      from
      and after the date hereof, Seller shall not enter into any new contract or
      lease
      other than in the ordinary course of business, without Purchaser's prior written
      consent; provided, however, that without Purchaser's consent Seller for cause
      may (a) terminate any Contract for any material default thereunder or (b) enter
      into a new agreement which replaces an existing





16





agreement,
      provided that such new agreement, is on substantially the same terms as the
      agreement being replaced with the same or shorter period for termination thereto
      (but in any event any replacement agreement shall permit termination by the
      then
      owner of the Property without penalty on not more than 5 days notice, provided
      all leases and contracts are terminated prior to Closing) and provided further
      that Seller promptly notifies Purchaser upon terminating any agreement or
      entering into any new agreement as aforesaid.




9.2  Operation .





(a)  Seller,
      at its expense, shall cause the Real Property to be operated and maintained
      consistent with the past practices of Seller and in accordance with a standard
      of diligence and care consistent with the past practice of Seller and maintained
      (including making all necessary routine repairs and replacements arising after
      the date hereof) in substantially the same condition as it was on the date
      of
      full execution hereof, reasonable wear and tear, loss by casualty and/or
      condemnation excepted (subject to **Article
      8** )
      and
      shall advise Purchaser of all decisions materially affecting the Real Property.
      Seller will not unreasonably defer any routine or normal maintenance of the
      Real
      Property and will not and shall have no obligation to make any Major Repair
      or
      Alteration. For the purposes of this Agreement, a “Major Repair or Alteration”
shall be a repair or repairs or an alteration or alterations having a cost
      individually or in the aggregate of $75,000 or more. Seller shall maintain
      or
      cause to be maintained the Licenses in full force and effect until the Closing.
      Except as otherwise provided in this **Article
      9** and
      otherwise at the Seller's invitation, Purchaser shall have no right to
      participate in the management or operation of the Real Property prior to
      Closing.





(b)  In
      the
      event between the date of this Agreement and the Closing Date, a Major Repair
      or
      Alteration is required, Seller shall notify Purchaser of the Major Repair or
      Alteration and the estimated cost thereof and Purchaser shall have the right,
      to
      be exercised in writing within ten (10) days of the delivery of the notice
      from
      the Seller either, to (i) close the purchase of the Real Property in accordance
      with this Agreement, or (ii) cancel this Agreement and receive a return of
      the
      Deposit. In the event Purchaser fails to respond to a notice from Seller within
      ten (10) days of delivery, Purchaser shall be deemed to elect alternative
      (i).





9.3  Legal
      Compliance .




Unless
      disclosed to Purchaser, Seller shall use commercially reasonable efforts to
      comply with all notices of non-compliance with federal, state, county and
      municipal laws, ordinances, and regulations issued by Governmental Authorities
      relating to the Real Property delivered to the Seller on or before the Closing,
      copies of which shall be promptly delivered to Purchaser, subject, however,
      to
      good faith contests thereof. Seller shall keep Purchaser informed of and,
      promptly after receipt thereof, send Purchaser copies of all notices of
      non-compliance received on or before the Closing and of such contests. In the
      event Seller is unable to comply with any notice of non-compliance by the
      Closing Date, Purchaser may elect either (a) to close the purchase of the Real
      Property





17





notwithstanding
      the non-compliance without a reduction of the Purchase Price or (b) to cancel
      the Agreement and receive a return of the Deposit.




9.4  No
      Conveyance .




Seller
      shall not (a) sell, assign, convey (absolutely or as security), grant a security
      interest in, or otherwise encumber or dispose of, the Real Property or Personal
      Property or any portion thereof or any interest or estate therein, (b) subject
      the Real Property to any liens, encumbrances, covenants, conditions, easements,
      rights or similar matters not in effect on the date hereof, or (c) enter into
      or
      negotiate with any party for the purpose of entering into any agreement to
      sell,
      assign, convey (absolutely or as security), grant a security interest in, or
      otherwise encumber or dispose of, the Real Property or Personal Property or
      any
      portion or any interest or estate therein, without the prior written consent
      of
      the Purchaser, which consent may be withheld by Purchaser without
      cause.




9.5  Mortgage
      Contingency .





(a)  It
      is
      agreed that Purchaser shall within thirty (30) days from the expiration of
      the
      Due Diligence Period obtain a commitment from one or more lending institutions
      (collectively, the “First Lender”) for acquisition and construction loans
      (collectively, the “Mortgage Loan”) in the estimated principal amount of
      $30,000,000.00 for a maximum period of thirty (30) years, with interest not
      to
      exceed the higher of the present prevailing rate of interest for commercial
      mortgage loans or the prevailing rate of interest at the time of Closing.
      Purchaser further agrees to promptly furnish all credit information required
      by
      the First Lender and any other proper authority where required, to render
      truthful and accurate statements to the First Lender and to execute all
      necessary papers and documents necessary for the procurement of the Mortgage
      Loan in a timely fashion. It is understood and agreed that all costs, fees
      and
      financing charges relating to the Mortgage Loan shall be paid by Purchaser.
      The
      Purchaser shall deliver to Seller, upon its request, copies of any
      correspondence from the First Lender relating to the status of Purchaser's
      Mortgage Loan application. In the event that Purchaser fails to obtain a
      commitment for the Mortgage Loan within thirty (30) days from the expiration
      of
      the Due Diligence Period, this Agreement may be terminated by Purchaser upon
      notification in writing to the other party provided that Purchaser's right
      to
      terminate this Agreement shall be subject to: (i) the diligent compliance by
      Purchaser of its obligations herein to apply for the Mortgage Loan and provide
      any information or documentation requested by the First Lender; and (ii) receipt
      by Seller of Purchaser's termination notice within five (5) days after the
      end
      of the thirty (30) day period following the expiration of the Due Diligence
      Period as provided herein for Purchaser to obtain the Mortgage Loan. Purchaser's
      failure (or election not) to give such notice of termination shall be deemed
      a
      conclusive waiver of such right to terminate. Upon such termination this
      Agreement shall be null and, void and Purchaser shall be entitled to a refund
      of
      all sums paid on account of the purchase price, except as set forth in Article
      2.1(b). Purchaser agrees to forward to Seller a copy of any commitment it
      receives from the First Lender which has agreed to make the Mortgage
      Loan.





18





(b)  Upon
      request of the First Lender, the Security Agreement from Purchaser to Seller
      shall be subordinate to the Mortgage Loan and all amendments, modifications,
      consolidations, spreaders, and extensions thereof and to all advances
      thereunder. Notwithstanding the foregoing, if the First Lender does not permit
      Seller to have the Security Agreement recorded against the Property to secure
      any future payments of the Purchase Price or portions thereof, then Purchaser
      shall provide Seller with a first priority pledge and security interest in
      all
      direct and indirect interests of Purchaser. In addition, Seller shall execute
      and deliver an intercreditor agreement in a form reasonably satisfactory to
      Seller, which (i) provides Seller with notice and cure periods with respect
      to
      all defaults under the Mortgage Loan, (ii) gives Seller the right to commence
      an
      enforcement action against the Collateral without causing a default under the
      Mortgage Loan, (iii) gives Seller the option to become the borrower under the
      Mortgage Loan, and (iv) provides that Seller may only commence a foreclosure
      of
      the Security Agreement with the prior written consent of First Lender and
      subject to the terms and conditions of a subordination agreement to be executed
      and delivered by Seller to the First Lender.





**ARTICLE
      10.** Continuing
      Obligations .





10.1  Further
      Assurances .





(a)  After
      the
      Closing Date, Seller and Purchaser shall cooperate with one another at
      reasonable times and on reasonable conditions and shall execute and deliver
      such
      instruments and documents as may be reasonably necessary in order fully to
      carry
      out the intent and purpose of the transactions contemplated hereby.





(b)  After
      the
      Closing, Seller agrees to cooperate with Purchaser and to provide Purchaser
      with
      such information as Purchaser may reasonably request relating to rent, expenses
      and other charges or financial matters relating to the Real Property, provided,
      however, Seller shall have no obligation to incur any liability or expense
      in
      connection with any of the foregoing.





(c)  At
      Closing, Purchaser and Seller shall enter into a Lease Agreement for Seller
      to
      become a Tenant at the Premises pursuant to the provisions of the Lease attached
      hereto as **Exhibit
      G** ,
      the
      terms of which are incorporated herein by reference. This provision shall
      survive the Closing and transfer of the Deed.





10.2  Survival .


Notwithstanding
      anything in this Agreement to the contrary, only those Sections of this
      Agreement which expressly state that they shall survive either or both of the
      termination of this Agreement and the Closing shall survive the termination
      of
      this Agreement and the Closing.





19





**ARTICLE
      11.** Defaults
      and Termination; Remedies .





(a)  Defaults
      by Purchaser and Termination by Seller .





In
      the
      event Purchaser shall fail to perform its obligations hereunder on the Closing
      Date and all conditions to such performance have then been satisfied, Seller
      shall have as its remedies the right to terminate this Agreement and to retain
      (by notifying the Escrow Agent) the entire Deposit as damages and not as a
      penalty and Seller shall have such other remedies available to it at law or
      in
      equity, including, but not limited to, specific performance.





(b)  Termination
      by Purchaser-Seller Default .





In
      the
      event of a default of Seller under this Agreement (which default shall include,
      without limitation, if Seller has sold, transferred, conveyed, assigned or
      leased all or substantially all of the Real Property, except in accordance
      with
      this Agreement, or failed to perform any of its obligations under this
      Agreement), Purchaser's remedy shall be, at Purchaser’s option, either (1) to
      terminate the Agreement and to obtain the return of the Deposit, or (2) to
      obtain specific performance of this Agreement, or (3) to pursue any and all
      other remedies available to Purchaser at law or in equity including, without
      limitation, the right to recover all actual damages and out-of-pocket costs
      and
      expenses incurred by Purchaser that are caused by and are attributable to
      Seller's default; provided however, Purchaser's remedies shall in all events
      be
      limited by the provisions of **Section
      12.13** hereof.





(c)  Termination
      of Agreement by Purchaser-No Default .


The
      Purchaser shall be entitled to a return of the Deposit (to the extent paid)
      (1)
      upon the termination of this Agreement by Seller pursuant to **Sections
      8.5 or 8.7** hereof,
      (2) upon a termination of this Agreement by the Purchaser pursuant to **Sections
      2.1(a)** , **8.5 or 8.7** hereof,
      (3) upon a termination of this Agreement by Purchaser pursuant to **Section
      11(b)** hereof,
      (4) if any condition to Purchaser's obligation to close is not satisfied or
      (5)
      if this Agreement is terminated or the purchase and sale is not closed for
      a
      reason other than a default under or breach of this Agreement by
      Purchaser.





(d)  Post-Termination
      Rights and Obligations .





Upon
      the
      termination of this Agreement, neither party shall have any further rights
      or
      obligations, except those rights and obligations arising under any Sections
      of
      this Agreement which expressly survive termination of this Agreement. In the
      event this Agreement shall be terminated by either party in accordance with
      the
      terms hereof, either party shall, at the request of the other, execute and
      deliver an agreement in form reasonably satisfactory to the party terminating
      the Agreement and its attorney evidencing such termination.





20





(e)  Survival .




**Section
      11** shall
      survive the Closing and/or the termination of the Agreement.





**ARTICLE
      12.** Miscellaneous.





12.1  Exhibits .




The
      Exhibits referred to herein and attached hereto are hereby made a part hereof
      as
      fully as if set forth in the text of this Agreement.





12.2  Assignments .




This
      Agreement may not be assigned by the Purchaser without the prior written consent
      of Seller. Purchaser may assign this Agreement to an entity or affiliate of
      the
      Purchaser without consent and only notice as long as such entity is controlled
      and managed by John Johnson or any entity controlled and managed by John
      Johnson. Subject to the foregoing, this Agreement shall inure to the benefit
      of
      and be binding upon the successors and assigns of the parties.




12.3  Governing
      Law .




This
      Agreement shall be governed and construed in accordance with the laws of the
      State of New York, without regard to principles of conflicts of
      law.




12.4  Headings .




Headings
      and captions at the beginning of each numbered section and articles of this
      Agreement are solely for the reference of the parties and are not a part of
      or
      to affect the interpretation of this Agreement.




12.5  Attorney’s
      Fees.




In
      the
      event of any litigation arising out of a breach or claimed breach of this
      Agreement, the prevailing party shall be entitled to recover all costs and
      expenses incurred, including reasonable attorneys' fees and expenses. References
      to “reasonable attorneys fees” herein shall be deemed to include all such fees
      in connection with litigation, including any trial, appeal and post-trial
      proceeding, whether or not so stated in a particular instance.




12.6  Multiple
      Counterparts .




This
      Agreement may be executed in any number of counterparts and it shall not be
      necessary that each party to this Agreement execute each counterpart. Each
      counterpart so executed (or, if all parties do not sign on the same counterpart,
      each group of counterparts signed by all parties) shall be deemed to be an
      original, but all such





21





counterparts
      together shall constitute one and the same instrument. In making proof of this
      Agreement, it shall not be necessary to account for more than one counterpart
      or
      group of counterparts signed by all parties.




12.7  Interpretation .




This
      Agreement shall be construed without regard to any presumption or other rule
      requiring construction against the party causing this Agreement to be drafted.
      If any words or phrases in this Agreement shall have been stricken out or
      otherwise eliminated (whether or not any other words or phrases have been added)
      and initialed by the party in favor of which such words or phrases are
      construed, this Agreement shall be construed as if the words or phrases so
      stricken out or otherwise eliminated were never included in this Agreement
      and
      no implication or inference shall be drawn from the fact that such words or
      phrases were so stricken out or otherwise eliminated. If any provision of this
      Agreement shall not be enforceable or shall be determined by any court to be
      invalid, all other provisions of this Agreement shall be unaffected thereby
      and
      shall remain in full force and effect. All terms and words used in this
      Agreement, regardless of the number or gender in which they are used, shall
      be
      deemed to include any other number and any other gender as the context may
      require.




12.8  Amendment .




This
      Agreement can be modified, amended, changed, or rescinded only by a writing
      expressly referring to this Agreement and signed by all of the
      parties.




12.9  Notices .





(a)  Manner
      of Giving Notice .




Each
      notice, request, demand, consent, approval or other communication (hereafter
      in
      this Section referred to collectively as “notices” and referred to singly as a
“notice”) which the Seller or the Purchaser is required or permitted to give to
      the other party pursuant to this Agreement shall be in writing and shall be
      deemed to have been duly and sufficiently given if


(i)  personally
      delivered with proof of delivery thereof (any notice so delivered shall be
      deemed to have been received at the time so delivered),




(ii)  sent
      by
      Federal Express (or other similar overnight courier) designating early morning
      delivery (any notice so delivered shall be deemed to have been received on
      the
      next Business Day following receipt by the courier),




(iii)  sent
      by
      United States registered or certified mail, return receipt requested, postage
      prepaid, at a post office regularly maintained by the United States Postal
      Service (any notice so sent shall be deemed to have been received two days
      after
      mailing in the United States), or






22






(iv)  sent
      by
      telecopier or facsimile machine which automatically generates a transmission
      report that states the date and time of the transmission, the length of the
      document transmitted and the telephone number of the recipient's telecopier
      or
      facsimile machine (with a copy thereof sent in accordance with paragraph (1),
      (2) or (3) above) (any notice so delivered shall be deemed to have been received
      (i) on the date of transmission, if so transmitted before 12:00 midnight (local
      time of the sender) on a Business Day, or (ii) on the next Business Day, if
      so
      transmitted on or after 12:00 midnight (local time of the sender) on a Business
      Day or if transmitted on a day other than a Business Day), addressed to the
      parties at their respective addresses designated pursuant to subsection
      (b).




(b)  Addresses
      for Notices .





All
      notices shall be addressed to the parties at the following
      addresses:




Seller:




NORTHEAST
      COMMUNITY BANK


325
      Hamilton Avenue


White
      Plains, New York 10601


Attention:
      Kenneth A. Martinek, President and CEO





with
      copies to:




Lazare
      Potter Giacovas & Kranjac LLP


950
      Third
      Avenue


New
      York,
      New York 10022


Attention:
      Michael E. Cavanaugh, Esq.





Purchaser:




MJ
      1353-1355 First Avenue, LLC


c/o
      Wellington Real Estate, Inc.


403
      Fairview Avenue


Westwood,
      New Jersey





with
      a
      copy to:




Pryor
      Cashman Sherman & Flynn, LLP


410
      Park
      Avenue


New
      York,
      NY 10022


Attention:
      Wayne B. Heicklen, Esq.





Either
      party may, by notice given pursuant to this Section, change the Person or
      persons and/or address or addresses, or designate an additional Person or
      Persons or an additional address or addresses, for its notices, but notice
      of a
      change of address shall only be






23




effective
      upon receipt in accordance with **Section
      12.9(a)** hereof.
      Seller and Purchaser each agree that it will not refuse or reject delivery
      of
      any notice given hereunder, that it will acknowledge, in writing, receipt of
      the
      same upon request by the other party and that any notice rejected or refused
      by
      it shall be deemed for all purposes of this Agreement to have been received
      by
      the rejecting party on the date so refused or rejected, as conclusively
      established by the records of the U.S. Postal Service or the courier
      service.





12.10  Waiver .




No
      waiver
      shall be effective unless such waiver shall be particularly set forth in writing
      and signed by the party making the waiver. Any and all written waivers under
      this Agreement shall be valid only for the particular time and circumstances
      for
      which such waiver is given.




12.11  No
      Recordation .




Purchaser
      shall not record this Agreement or any memorandum of this Agreement without
      the
      prior written consent of Seller. In the event Purchaser shall violate the
      provisions of this **Section
      12.11** ,
      such
      violation shall, at Seller's option, constitute a default of the Purchaser
      under
      this Agreement entitling Seller to terminate this Agreement and retain the
      Deposit if not remedied by Purchaser within three (3) business days after
      receipt of notice from Seller. In the event that Purchaser violates the
      provisions of this **Section
      12.11** ,
      Purchaser hereby irrevocably appoints Seller and as its attorney-in-fact,
      coupled with an interest, to execute and record a certificate conclusively
      terminating this Agreement, which certificate shall be recorded in the office
      of
      the City Register, New York County, it being intended that such certificate
      shall serve to clear any cloud on the title to the Property created by the
      erroneous or improper recordation of this Agreement.




12.12  Confidentiality .





(a)  If
      for
      any reason whatsoever this transaction is terminated prior to Closing, all
      information and documentation delivered to Purchaser by Seller or its agents
      shall be promptly returned to Seller by Purchaser. Additionally, all such
      information and documentation, as well as any information otherwise obtained
      or
      generated by Purchaser and its consultants, to the extent not now or hereafter
      in the public domain, is confidential and shall not be disclosed by Purchaser
      to
      any party at any time prior to Closing or if this Agreement is terminated in
      accordance with its terms, other than Purchaser's attorneys, accountant,
      consultants, and potential or existing lenders, tenants and investors, without
      Seller's prior written consent or unless required by subpoena or order of a
      Court or governmental agency. Prior to Closing, Seller and Purchaser agree
      to
      maintain in confidence and agree not to disclose the terms and provisions of
      this Agreement and matters relating to the acquisition of the Property by
      Purchaser, including, without limitation, the identity of the Purchaser, except
      as such disclosure may be necessary to attorneys, accountant, consultants,
      lenders, investors or regulators or judicial order or subpoena. In this regard,
      Seller and Purchaser each agree to use their good faith efforts to prevent
      any
      and all such persons retained by them from disclosing any information
      to






24




third
      parties with respect to this transaction, other than as such disclosure may
      be
      necessary in connection with the matters expressly set forth hereinabove and
      with respect to any judicial orders or subpoenas the parties agree to use good
      faith efforts to secure a judicial order enforcing this confidentiality
      provision. The provisions of this paragraph (i) shall terminate as to Purchaser
      and survive as to the Seller after the Closing and (ii) shall terminate as
      to
      the Seller and survive as to Purchaser in the event of the termination of this
      Agreement.




(b)  Upon
      Seller's request, after any termination of this Agreement, Purchaser shall
      within ten (10) business days return to Seller the files and records that were
      furnished by Seller to Purchaser in connection with this transaction in the
      possession or control of Purchaser, and shall use diligent, good faith efforts
      to cause its consultants, attorneys, lenders and potential investors to do
      the
      same. This paragraph shall survive the termination of this Agreement.




12.13  Liability
      of Seller .




Any
      and
      all claims against Seller arising out of or in connection with this Agreement
      shall be enforceable only against the assets of the Seller. No member, officer,
      director, shareholder, trustee, employee, investment manager, advisor, or agent
      of the Seller (and no officer, director, shareholder, trustee, employee,
      investment manager, advisor or other agent of any such person) shall have any
      personal liability arising out of or in connection with this Agreement.




12.14  Liability
      of Purchaser .




Any
      and
      all claims against Purchaser arising out of or in connection with this Agreement
      shall be enforceable only against the assets of the Purchaser. No member,
      partner, officer, director, shareholder, trustee, employee, investment manager,
      advisor, or agent of the Purchaser (and no officer, director, shareholder,
      trustee, employee, investment manager, advisor or other agent of any such
      person) shall have any personal liability arising out of or in connection with
      this Agreement.


12.15  Severability .




The
      provisions of this Agreement are independent of and severable from each other.
      If any provision hereof or any document or agreement delivered pursuant hereto
      shall for any reason be held invalid or unenforceable, it is the intent of
      the
      parties that such invalidity or unenforceability shall not affect the validity
      or enforceability of any other provision hereof and that this Agreement shall
      be
      construed as if such invalid or unenforceable provision had never been contained
      herein.




**12.16**  **WAIVER
      OF JURY TRIAL** .




**SELLER
      AND PURCHASER HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY
      WAIVE
      ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,**




25




**PROCEEDING
      OR COUNTERCLAIM BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER, OR IN
      CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN
      CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
      STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS
      PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS
      AGREEMENT.**




12.17  Telecopy .




This
      Agreement may be executed and delivered by telecopy and a telecopy counterpart
      of this Agreement executed by any party shall constitute, for all purposes,
      an
      original document; any party executing this Agreement by telecopy agrees
      promptly to deliver an executed counterpart of this Agreement but the failure
      of
      such party to deliver or of any other party to account for or produce such
      counterpart shall not affect the binding and enforceable nature of the telecopy
      counterpart and the telecopy counterpart shall continue to be an original,
      binding agreement.




12.18  Entire
      Agreement .




All
      understandings and agreements heretofore made between the parties are merged
      in
      this Agreement. There are no oral promises, conditions, representations,
      understandings, interpretations or terms of any kind as conditions or
      inducements to the execution of this Agreement in effect between the parties,
      except as expressly set forth in this Agreement.




[THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]






26





EXECUTED
      as of the date first above written.




**PURCHASER:****MJ
                1353-1355 FIRST AVENUE, LLC,**a
                New York limited liability companyBy:
                /s/ John J.
                JonsonName:
                John J. JohnsonTitle:
                Managing Member**SELLER:****NORTHEAST
                COMMUNITY BANK**By:
                /s/ Kenneth A.
                MarinekName:
                Kenneth A. MarinekTitle:
                Chairman, President and Chief Executive
                Officer










27





**EXHIBIT
      LIST**








A.
                -
            Permitted
                Exceptions





B.
                -
            Real
                Property (Schedule A Description and/or
                Survey)





C.
                -
            Escrow
                Agreement





D.
                -
            Bargain
                and Sale Deed With Covenants





E.
                -
            Promissory
                Note





F.
                -
            Security
                Agreement





G.
                -
            Lease





H.
                -
            FIRPTA
                Affidavit





I.
                -
            Assignment
                of ZELDA