SysComm International Corp. Form 8-K - January 28, 2002






Exhibit 10.1





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




Table of Contents



	Section 1. 
Section 2.	Sale of premises and acceptable title 

Purchase price, acceptable funds, existing mortgage,	  	Section 13. 	Objections to title, failure of seller or purchase to perform and vendee's lien 
	Section 3. 	The closing	  	Section 14.	Broker
	Section 4. 	Representations and warranties of seller	  	Section 15.  	Notices
	Section 5.
Section 6. 	Acknowledgements of purchaser
Seller's obligations as to leases	  	Section 16. 	Limitations on survival of representations, warranties,
covenants and other obligations
	Section 7. 	Responsibility for violations	  	Section 17.	Gains tax and miscellaneous provisions
	Section 8. 	Destruction, damage or condemnation	  	Signatures and receipt by escrowee
	Section 9. 	Covenants of seller	  	Schedule A.	Description of premises (to be attached)
	Section 10. 	Seller's closing obligations	  	Schedule B.	Permitted exceptions
	Section 11. 	Purchaser's closing obligations	  	Schedule C.	Purchase price
	Section 12. 	Apportionments	  	Schedule D.	Miscellaneous
	 	 	  	Schedule E.	INTENTIONALLY OMITTED
	 	 	  	Schedule F.	Schedule of personal property











CONTRACT dated                , 2001
                          
between      SYSCOMM INTERNATIONAL CORPORATION, a Delaware corporation, having an office at 20 Precision Drive, Shirley, New
York 11967  (“Seller”) and
PARR RESEARCH AND MARKETING, INC., a                   having an office at
21-50 Smithtown Avenue, Suite One, Ronkonkoma, New York 11779 (“Purchaser”). 




          Seller and Purchaser hereby covenant and agree as follows:




	Section 1:     
Sale of Premises and Acceptable Title
     §1.01.
Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the
price and upon the terms and conditions set forth in this contract: (a) the
parcel of land more particularly described in Schedule A attached hereto
(“Land”); (b) all buildings and improvements situated on the Land
(collectively, “Building”); (c) all right, title and interest of
Seller, if any, in and to the land lying in the bed of any street or highway in
front of or adjoining the Land to the center line thereof and to any unpaid
award for any taking by condemnation of any damage to the Land by reason of a
change of grade of any street or highway; (d) the appurtenances and all the
estate and rights of Seller in and to the Land and Building; and (e) all right,
title and interest of Seller, if any, in and to the fixtures, equipment and
other personal property set forth on Schedule F attached hereto,
(collectively, “Premises”). The Premises are located at or known as


          20 Precision Drive

          Shirley, New York 

     §1.02.   
Seller shall convey and Purchaser shall accept fee simple title to the Premises
in accordance with the terms of this contract, subject only to: (a) the
matters set forth in Schedule B attached hereto (collectively,
“Permitted Exceptions”); and (b) such other matters as the title
insurance specified in Schedule D attached	  


	 hereto (or if none is so
specified, then any title insurer licensed to do business by the State of New
York) shall be willing without special premium, to omit as exceptions to
coverage or to except with insurance against collection out of or enforcement
against the Premises.
 


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

        §2.01   
The purchase price  (“Purchase  Price”) to be paid by Purchaser to Seller for the Premises as
provided in Schedule C attached hereto is $2,500,000.00. 



        §2.02.   
All monies payable under this contract, unless otherwise specified in this
contract, shall be paid by (a) certified checks of Purchaser or any person
making a purchase money loan to Purchaser drawn on any bank, savings bank, trust
company or savings and loan association having a banking office in the State of
New York or (b) official bank checks drawn by any such banking institution,
payable to the order of Seller, except that uncertified checks of Purchaser
payable to the order of Seller up to the amount of $1,000.00 shall be acceptable
for sums payable to Seller at the Closing.     







	        §2.03.   (a)   
INTENTIONALLY OMITTED


                  
   (b)   
INTENTIONALLY OMITTED








        §2.04.   (a)   
INTENTIONALLY OMITTED


                  
   (b)   
INTENTIONALLY OMITTED


                  
   (c)   
INTENTIONALLY OMITTED


          
   (i)   
INTENTIONALLY OMITTED


          
   (ii)   
INTENTIONALLY OMITTED


          
   (iii)   
INTENTIONALLY OMITTED


          
   (iv)   
INTENTIONALLY OMITTED


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



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




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







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


	  


	        §4.06.   
INTENTIONALLY OMITTED



        §4.07.   
INTENTIONALLY OMITTED



        §4.08.   
INTENTIONALLY OMITTED



        §4.09.   
INTENTIONALLY OMITTED



        §4.10.   
INTENTIONALLY OMITTED



        §4.11.   
INTENTIONALLY OMITTED



	Section 3.      The
Closing
        §3.01.   
Except as otherwise provided in this contract, the closing of title pursuant to
this Contract (“Closing”) shall take place on the scheduled date and
time of closing specified in Section D (the actual date of the Closing being
herein referred to as “Closing Date”) at the place specified in
Schedule D. 


	  


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



	Section 4.      Representations and Warranties of Seller

        Seller represents and warrants to Purchaser as follows:


        §4.01.   Unless  otherwise  provided in this contract,  Seller shall be the sole owner of the Premises
at Closing.
  


	  


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



	        §4.02.   INTENTIONALLY OMITTED



        §4.03.   INTENTIONALLY OMITTED



                      (a)   INTENTIONALLY OMITTED



                      (b)   INTENTIONALLY OMITTED



                      (c)   INTENTIONALLY OMITTED 



                      (d)   INTENTIONALLY OMITTED 



                      (e)   INTENTIONALLY OMITTED



                      (f)   INTENTIONALLY OMITTED



                      (g)   INTENTIONALLY OMITTED 



                      (h)   INTENTIONALLY OMITTED     


	  


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



Section 5.      INTENTIONALLY OMITTED

        §5.1.     INTENTIONALLY OMITTED



        §5.2.     INTENTIONALLY OMITTED



Section 6.      INTENTIONALLY OMITTED

        §6.1.     INTENTIONALLY OMITTED



        §6.2.     INTENTIONALLY OMITTED







	        §4.04.   INTENTIONALLY OMITTED
  


	  


	 



	        §4.05.   INTENTIONALLY OMITTED
  


	  


	      







	        §6.03.   INTENTIONALLY OMITTED



        §6.04.   INTENTIONALLY OMITTED



        §6.05.   INTENTIONALLY OMITTED


	  


	        §7.03.   INTENTIONALLY OMITTED



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



	Section 7.     Responsibility for Violations

        §7.01.   INTENTIONALLY OMITTED



        §7.02.   INTENTIONALLY OMITTED 


	  


	Section 8.     Destruction, Damage or Condemnation

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



Section 9.     Covenants of Seller

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



	   


	  


	        §9.01.   INTENTIONALLY OMITTED



        §9.02.   INTENTIONALLY OMITTED



        §9.03.   INTENTIONALLY OMITTED




	   


	  


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



	   


	  


	        §9.05.   INTENTIONALLY OMITTED



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




	   


	  


	Section 10.     Seller's Closing Obligation

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



        §10.1.   
A statutory form of bargain and sale deed with covenant against grantor’s
acts, containing the covenant required by Section 13 of the Lien Law, and
properly executed in proper form for recording so as to convey the title
required by this contract.




	   


	  


	        §10.2.   
INTENTIONALLY OMITTED



        §10.3.   INTENTIONALLY OMITTED



        §10.4.   INTENTIONALLY OMITTED



        §10.5.   INTENTIONALLY OMITTED










	
        §10.06.   INTENTIONALLY OMITTED



        §10.07.   INTENTIONALLY OMITTED



        §10.08.   INTENTIONALLY OMITTED


	  


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



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




	
        §10.09.   INTENTIONALLY OMITTED



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



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



        §10.12.   
(a)    Checks to the order of the appropriate officers in payment of all applicable
real property transfer taxes and copies of any required tax returns therefor
executed by Seller, which checks shall be certified or official bank checks if
required by the taxing authority, unless Seller elects to have Purchaser pay any
of such taxes and credit Purchaser with the amount thereof, (b)   INTENTIONALLY OMITTED and (c)    a
certification of non-foreign status, in form required by the Code Withholding
Section, signed under penalty of perjury. Seller understands that such
certification will be retained by Purchaser and will be made available to the
Internal Revenue Service on request.



        §10.13.   INTENTIONALLY OMITTED



        §10.14.   INTENTIONALLY OMITTED



        §10.15.   
Notice(s) to the  Mortgagee(s),  executed by Seller or by its agent,  advising of the sale of
the Premises to Purchaser.



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



        §10.17.   
Possession of the Premises in the condition required by this contract, and keys therefor.



	  


	Section 12.   Apportionments

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



        (a)   INTENTIONALLY OMITTED



        (b)   INTENTIONALLY OMITTED



        (c)   
real estate taxes,  wager charges,  sewer rents and vault charges,  if any, on the basis
of the fiscal period for which assessed, except that if there is a water meter on the Premises,
apportionment at the Closing shall be based on the last available reading,
subject to adjustment after the Closing when the next reading is available;



        (d)   INTENTIONALLY OMITTED



         (e)   
value of fuel stored on the  Premises,  at the price then charged by Seller's  supplier,
including any taxes; and



        (f)   INTENTIONALLY OMITTED



        (g)   INTENTIONALLY OMITTED



        (h)   INTENTIONALLY OMITTED



        (i)   INTENTIONALLY OMITTED



        (j)   INTENTIONALLY OMITTED



        (k)   any other items listed in Schedule D.



        If the Closing  shall occur  before a new tax rate is fixed,  the  apportionment  of taxes at
the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest
assessed valuation. Promptly after the new tax rate is fixed, the apportionment
of taxes shall be recomputed. Any discrepancy resulting from such recomputation
and any errors or omissions in computing apportionments at Closing shall be
promptly corrected, which obligations shall survive the Closing.



	        §10.18.   
Any other documents required by this contract to be delivered by Seller.



Section 11.   Purchaser's Closing Obligations

        At the Closing, Purchaser shall:


        §11.01.   Deliver to Seller  checks in payment of the  portion  of the  Purchase  Price  payable at the
Closing, as adjusted for apportionments under Section 12.



        §11.02.   INTENTIONALLY OMITTED



        §11.03.   INTENTIONALLY OMITTED


	  


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

        §13.01.   INTENTIONALLY OMITTED



        §13.02.   INTENTIONALLY OMITTED








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



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



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


	  


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

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



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



Section 17.   Gains Tax and Miscellaneous Provisions

        §17.01.   INTENTIONALLY OMITTED



        §17.02.   
This contract embodies and constitutes the entire understanding between the
parties with respect to the transaction contemplated herein, and all prior
agreements, understandings, representations and statements, oral or written, are
merged into this contract. Neither this contract nor any provision hereof may be
waived, modified, amended, discharged or terminated except by an instrument
signed by the party against whom the enforcement of such waiver, modification,
amendment, discharge or termination is sought, and then only to the extent set
forth in such instrument.



        §17.03.   
This contract  shall be governed by, and construed in accordance  with,  the law of the State
of New York.



	Section 14.   Broker

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


	  


	        §17.04.   
The captions in this contract are inserted for convenience of reference only and
in no way define, describe or limit the scope of intent of this contract or any
of the provisions hereof.



        §17.05.   
This contract shall be binding upon and shall inure to the benefit of the
parties hereto and their respective heirs or successors and permitted assigns.



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



        §17.07.   
As used in this contract, the masculine shall include the feminine and neuter,
the singular shall include the plural and the plural shall include the singular,
as the context may require.   



	Section 15.   INTENTIONALLY OMITTED

        §15.01.   INTENTIONALLY OMITTED


	  


	        §17.08.   
If the provisions of any schedule or rider to this contract are inconsistent
with the provisions of this contract, the provisions of such schedule or rider
shall prevail. Set forth in Schedule D is a list of any and all schedules and
riders which are attached hereto but which are not listed in the Table of
Contents.



        §17.09.   INTENTIONALLY OMITTED









SEE RIDER ANNEXED HERETO AND MADE A PART HEREOF.








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



	   


	Seller:
SYSCOMM INTERNATIONAL CORPORATION




	   	By: 	           
/s/ Anat Ebenstein




	   	Name:	  Anat Ebenstein

	   	Title:	  CEO






	   


	Purchaser:
PARR RESEARCH AND MARKETING, INC.




	   	By: 	           
/s/ Ronald Parr




	   	Name:	  Ronald Parr

	   	Title:	  Vice-President








	Receipt by Escrowee


The  undersigned   Escrowee  hereby   acknowledges
receipt  of  $250,000.00,   by  check  subject  to
collection,  to be  held  in  escrow  pursuant  to
§2.05.
	  	  





	Ruskin, Moscou, Evans & Faltischek, P.C.	  	  






	Schedule A


DESCRIPTION OF PREMISES

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







	Schedule B


PERMITTED EXCEPTIONS
(Attached Separately)	  	  









	Schedule C


PURCHASE PRICE	  	Schedule D


MISCELLANEOUS





	The Purchase Price shall be paid as follows:	  	1.   INTENTIONALLY OMITTED 




	        (a)   
By check subject to collection, the receipt of which is hereby acknowledged by Seller:

	$     250,000.00

	  

	2.   INTENTIONALLY OMITTED


3.   INTENTIONALLY OMITTED   


	        (b)   
By  check  or  checks  delivered  to  Seller  at  the  Closing  in
          accordance with the provisions of §2.02:

	$     2,250,000.00

	  

	4.   INTENTIONALLY OMITTED


5.   Seller's tax identification number (§2.05): 11-2889809  


	        (c)   
   By  acceptance   of  title  subject  to  the  following   Existing
          Mortgage(s):

	- -

	  

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


	        (d)   
   By  execution  and delivery to Seller by Purchaser or its assignee
          of a note secured by a Purchase  Money  Mortgage on the  Premises,
          payable as follows:

	- -

	  

	7.   Scheduled time and date of Closing (§3.01): See below**


8.   Place of Closing (§3.01)

      Ruskin, Moscou, Evans & Faltischek, P.C.

      170 Old Country Road

      Mineola, New York  11501 


	 

	 

	  

	9.   INTENTIONALL OMITTED


10.   INTENTIONALLY OMITTED


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

          See Paragraph 34


12.   INTENTIONALLY OMITTED


13.   INTENTIONALLY OMITTED


14.   INTENTIONALLY OMITTED 


	 

	 	  	15.   Broker, if any (§14.01):  

          John Spielberger


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


17.   INTENTIONALLY OMITTED


18.   INTENTIONALLY OMITTED


19.   Additional Schedules or Riders (§17.08):

          Rider to Contract of Sale dated
	 	 
	  	 
	Purchase Price	$ 2,500,000.00
	  	**7.   
10:00 A.M. on or about the date that is the earlier to occur of:  (a)  the tenth (10th) day after the expiration of the
Inspection Period, or (b)  the tenth (10th) day after the Purchaser has given notice to the Seller that it is waiving the
Inspection Period








RIDER TO
CONTRACT OF SALE,

DATED       November 5      , 2001,

BETWEEN

SYSCOMM INTERNATIONAL CORPORATION, AS SELLER,

AND

PARR RESEARCH AND MARKETING, INC., AS PURCHASER

PREMISES: 20 PRECISION DRIVE, SHIRLEY, NEW YORK 11967



To the extent that there
may be any conflict or inconsistency between the terms and provisions of this
Rider and the printed form of Contract of Sale to which this Rider is annexed
(such Contract of Sale and this Rider together being sometimes herein called
“this Contract”), the terms and provisions of this Rider shall govern. 


          
18.     Condition  of  Premises.   Subject to the due  diligence  provisions  of  paragraph  "20"
hereof,  Purchaser  acknowledges  that  Purchaser has inspected the Premises,  the  operation,  income and expenses
thereof and all other matters  affecting or relating to this transaction as Purchaser deemed  necessary.  Purchaser
shall accept the Premises in its "as is" condition.  Purchaser  represents  and warrants to Seller that,  except as
otherwise  set forth herein,  Purchaser has made full  examination  and  investigation  of the Premises and related
information  before  entering  into this  Contract and that in entering  into this Contract it has not been induced
by, and has not relied upon any representations,  covenants,  warranties or statements,  whether oral or written or
expressed or implied,  made by Seller or by any real estate broker or any other person  representing  or purporting
to  represent  Seller,  or by the  failure  of  Seller  or such real  estate  broker  to make any  representations,
covenants,  warranties or statements  concerning  the Premises,  its state of title,  condition or state of repair,
income, rents,  expenses,  operations,  environmental  condition,  development rights,  zoning,  subdivision,  soil
bearing  capacity,  elevations,  insurability,  access to public roads,  availability  of water,  electric,  sewer,
telephone or public  utilities of any kind,  or any other matter or thing  affecting or relating to the Premises or
by Seller's failure to make any such representations, covenants, warranties.


          19.     Escrow.   
Supplementing Section 2.05 of this Contract:


                  
(a)     The  Escrowee  shall  have the  right  to act in  reliance  upon any  document,
instrument or signature believed by it to be genuine and to assume that any party to this Contract
purporting to give any notice or instructions in accordance with the provisions
hereof has been duly authorized to do so. 


                  
(b)     The  Escrowee  shall be  entitled  to  represent  itself  and/or  Seller in any
dispute with respect to the Downpayment or otherwise.




                  
(c)     The  Escrowee  shall  not  be  bound  by  any  modification,   cancellation  or
rescission of this Contract unless in writing and signed by the parties hereto. In no event, however, shall
any modification of this Contract which shall affect the rights or duties of the
Escrowee by binding on the Escrowee unless the Escrowee shall have given its
prior written consent thereto. 


                  
(d)     The  Escrowee  shall be  entitled  to rely  upon any  judgment,  certification,
demand or other writing delivered to it hereunder without being required to determine the authenticity
or the correctness of any fact stated therein, the propriety or validity thereof
or the jurisdiction of a court issuing any judgment. 


          
20.     Inspection.     Purchaser  shall have the right,  during the period  commencing on the date
of this Contract and expiring on the fifteenth  (15th) day  thereafter  (the  "Inspection  Period"),  to perform an
environmental  assessment and engineering  inspection of the Premises.  Purchaser shall have the right to terminate
this Contract by giving Seller notice of  termination,  which notice of termination  shall be received by Seller no
later than the day after the Inspection Period (the "Outside Date"),  if, in Purchaser's  discretion,  Purchaser is
not satisfied with the environmental,  structural or mechanical condition of the Premises.  If Purchaser shall fail
to give notice of  termination  on or before the Outside Date,  Purchaser  shall be deemed to have waived the right
of  termination  pursuant to this  paragraph,  and this  Contract  shall  remain in full force and effect as if the
right of termination pursuant to this paragraph was not contained herein.


            
       In connection with  Purchaser's due diligence under this Contract,  Purchaser shall have
the right to have a Phase I environmental inspection performed on the Premises at Purchaser’s sole cost
and expense. Purchaser agrees to immediately notify Seller of any suspected or
actual contamination or hazardous environmental condition it may find on the
Premises, together with a copy of the report or laboratory analysis on which
Purchaser has relied. 


            
       Prior to  entering  upon the  Premises  to perform  any  inspection,  testing or Phase I
environmental inspection:
(i) Purchaser shall deliver to Seller a certificate of insurance in form and
substance acceptable to Seller, naming Seller as an additional insured party
under a comprehensive general liability policy of insurance with combined single
limit of coverage of not less than Three Million Dollars ($3,000,000.00); and
(ii) Purchaser shall give Seller notice of the name and address of any inspector
or consultant wishing to enter the Premises and Seller shall have the right to
refuse access to any inspector or consultant which Seller may reasonably
consider objectionable. Purchaser shall promptly provide Seller with copies of
all results and reports in connection with the engineering and environmental
inspections. 


              
     Anything  contained herein to the contrary  notwithstanding,  Purchaser shall repair all
damage caused to the Premises as a result of Purchaser’s due diligence activities, testing,
inspection and investigations, and shall indemnify, defend and hold Seller
harmless from and against all loss, liability, cost and expense, including
attorneys fees and disbursements, arising out of or in connection with (i) the
enforcement of this indemnity, and (ii) Purchaser’s inspection,
investigation, testing and other due diligence activities pursuant to this
Contract. This provision shall survive termination of the Contract and shall not
be limited by any liquidated damages provision of this Contract. 





2



          
21.     Real  Estate  Tax  Refunds  and  Proceedings.     The  Seller  shall have the sole right to
withdraw,  compromise or settle any pending  application or proceeding for the reduction of the assessed  valuation
of the Premises and reserves all right to, and the proceeds from,  any recovery  under such pending  application or
proceeding.  The Seller agrees,  however,  that where the proceeds from, or recovery under, any such application or
proceeding  shall  cover a tax  period  subsequent  to the date of  Closing,  (a) the  Seller  shall not  withdraw,
compromise or settle such  application or proceeding  applicable to such tax period  subsequent to Closing  without
the consent of Purchaser,  such consent not to be  unreasonably  withheld,  and (b) the Seller shall be entitled to
receive that portion of such  proceeds or recovery as is  attributable  to all periods prior to the date of Closing
and the Purchaser  shall be entitled to receive that portion of such proceeds or recovery that is  attributable  to
all periods  from and  subsequent  to the date of  Closing,  provided  that there first shall be deducted  from the
portion of the proceeds or recovery to be given to the  Purchaser a portion of all  expenses  incurred in obtaining
such proceeds or recovery,  such portion (when  expressed as a percentage) to be equal to the portion  (also,  when
expressed  as a  percentage)  of the  proceeds  or recovery  to be paid to the  Purchaser.  To the extent that such
application  or  proceeding  covers a tax period  prior to the  current  year in which the  Closing of title  takes
place,  the Seller shall have the sole right to withdraw,  compromise or settle such  application  or proceeding or
cause the same to be brought to trial,  and the  proceeds  thereof  shall be  retained  entirely  by the Seller who
shall  likewise bear the expenses  thereof.  The Purchaser  shall execute and deliver any documents that the Seller
may require in connection  with any  applications  or proceedings  mentioned in this Section and in connection with
any recovery had  thereunder,  without  charge to the Seller.  The  provisions  of this Section  shall  survive the
Closing of title and the delivery of the deed hereunder.


          
22.     Sales Tax.     Seller and  Purchaser  hereby  acknowledge  that  $70,384.00 of the Purchase
Price shall be attributable  to personal  property  transferred  under this Contract.  Purchaser  agrees to (a) pay
any sales,  use and similar tax payable with respect to such  transfer and to indemnify  and hold  harmless  Seller
from and against any and all  liability,  loss,  cost,  damage and expense  (including but not limited to interest,
penalties and attorneys'  fees) which Seller may sustain by reason of the  non-payment of such tax and (b) file any
sales, use or other tax reports which may be required.  The provisions of this Section shall survive the Closing.


          
23.     Bill of Sale.     Supplementing  Section  10 of this  Contract,  Seller  shall  deliver  to
Purchaser at the Closing a Bill of Sale for all personal  property  transferred  under this  Contract,  in the form
attached hereto as Exhibit 1.





3




          
24.     Separate Checks.     Supplementing  Section 2.02 of this Contract,  Seller may request,  by
facsimile notice to Purchaser's  attorney at least  forty-eight  (48) hours prior to the Closing,  that the balance
of the Purchase  Price due at Closing be delivered in separate  cashier's  checks or certified  checks of Purchaser
payable directly to the order of Seller or such persons as Seller may designate.



          
25.     Recording of Contract.     Purchaser  shall not record this  Contract or any  memorandum or
notice of this  Contract,  and any attempt to record  same shall be deemed a material  and  irrevocable  default by
Purchaser under this Contract.


          
26.     Severability.     If any portion of this Contract is held  invalid,  the parties agree that
such invalidity shall not affect the validity of the remaining portions of this Contract.


          
27.     Customs in Respect to Title Closings.     Except as otherwise  herein  expressly  provided,
the "customs in respect to title  Closings"  adopted by The Real Estate Board of New York,  Inc. shall apply to the
apportionments and other matters herein mentioned.



          
28.     Survival  of  Indemnities.     Any  obligation  to  defend,  indemnify  and  hold  harmless
expressly  set forth in this  Contract by Purchaser to Seller or Seller to Purchaser  shall survive the Closing and
shall be for the benefit of the parties hereto and their respective successors and assigns.


          
29.     Construction  of  Contract.     The parties took equal part in drafting  this  Contract and
no rule of  construction  that would cause any of the terms  hereof to be  construed  against the drafter  shall be
applicable  to the  interpretation  of this  Contract.  The parties  agree that no  inferences  shall be drawn from
matters deleted from any working draft of this Contract or against the party preparing any draft hereof.


          
30.     Purchaser  Representation  by Attorney.     Seller and  Purchaser  represent and warrant to
each other,  which  representation  shall survive delivery of the deed, that each is represented by an attorney and
represents  that before  signing this Contract,  each has reviewed the terms and conditions  with said attorney and
each is fully familiar with such terms and conditions.


          
31.     Notices.     In order for the same to be  effective,  each and  every  notice,  request  or
demand  permitted or required to be given by the terms and provisions of this Contract,  or by any law or ordinance
shall be given in writing,  in the manner provided in this Section unless expressly  provided  otherwise  elsewhere
in this Contract.





4




                  
(a)     In the case of notices given by Seller to  Purchaser,  any such notice shall be
deemed to have been served and given by Seller and received by Purchaser, on the third business day
following the date on which Seller shall have deposited such notice by
registered or certified mail return receipt requested enclosed in a securely
closed postpaid wrapper, in a United States general or branch post office
facility or depository box (hereinafter individually and collectively referred
to as a “Post Office”), addressed to Purchaser at its address as
stated on the first page of this Contract and a copy to Purchaser’s
attorneys, Rosenberg & Fortuna, LLP, 666 Old Country Road, Garden City, New
York 11530, Attention: David I. Rosenberg, Esq. 


                  
(b)     In the case of notices  given by Purchaser to Seller,  any such notice shall be
deemed to have been served and given by Purchaser and received by Seller, on the third business day
following the date on which Purchaser shall have deposited such notice by
registered or certified mail return receipt requested in a Post Office,
addressed to Seller at its address as stated on the first page of this Contract
and a copy to Seller’s attorneys, Ruskin, Moscou, Evans & Faltischek,
P.C., 170 Old Country Road, Mineola, New York 11501, Attention: Patricia M.
Schaubeck, Esq. 


                  
(c)     Each  party  hereby  authorizes  its  attorney  named  above  or any  successor
attorney designated by such party to give and receive any notice on its behalf.


                  
(d)     Notices  may  also be given  by  telecopy,  overnight  courier  with  receipted
delivery, or by any other manual or electronic means, or by hand delivery served in the same manner as a
summons in a New York State Supreme Court action is then provided to be made
under New York law. If notice is not delivered by registered or certified mail,
return receipt requested, as set forth in clauses (a) and (b) above, but is
delivered in any other manner authorized herein, it shall be deemed served and
given on the date of receipt if received before 12:00 noon on a business day, or
on the first business day following receipt if it is received at any other time. 


                  
(e)     Either  party may,  by notice as  aforesaid,  designate  one or more  different
parties and addresses for notices in lieu of those specified above. Such designation shall be valid only
when notice of such designation is given in the manner required herein. 


          
32.     Closing.     Supplementing  the provisions of Section 3.01 of this Contract,  Purchaser may
adjourn Closing from  time-to-time  but such  adjournments  shall not exceed thirty (30) days in the aggregate.  If
closing is adjourned by Purchaser for more than an aggregate of thirty (30) days,  Seller may, by giving  Purchaser
not less than five (5)  business  days  notice,  unilaterally  establish a Closing  Date which shall be TIME OF THE
ESSENCE  for the  fulfillment  of  Purchaser's  obligations  under this  Contract,  unless  otherwise  agreed to by
Seller.  Any  adjourned  Closing  Date  agreed to by Seller  shall  likewise  be deemed  TIME OF THE ESSENCE of the
fulfillment of Purchaser's obligations under this Contract.


          
33.     Waiver.     Supplementing  the  provisions of Section 17.02 of this  Contract,  any consent
by any party to, or waiver of, a breach by the other,  shall not be deemed a consent to or waiver of any  different
or  subsequent  breach.  The failure of either party to enforce any of its rights or remedies  hereunder on any one
occasion  shall  not be  deemed a waiver  of the right to  enforce  any  other  right or  remedy  for the same or a
different occasion.





5




          
34.     Industrial  Development  Agency.     Purchaser  acknowledges that fee title to the Premises
is currently held by the Town of Brookhaven  Industrial  Development  Agency (the "Agency") and equitable  title to
the Premises is held by the Seller  pursuant to that certain  Lease  Agreement,  dated as of July 1, 1998,  between
the  Agency  and the  Seller  (the  "Lease  Agreement").  Purchaser  acknowledges  receipt  of a copy of the  Lease
Agreement prior to the date of this Contract.


              
     In  connection  with the Lease  Agreement,  the  Agency and the  Seller  entered  into a
Payment-in-Lieu-of-Tax Agreement, dated as of July 1, 1998 (the “PILOT Agreement”), and an
Environmental Compliance and Indemnification Agreement, dated as of July 1, 1998
(the “Environmental Agreement”). Purchaser acknowledges receipt of the
PILOT Agreement and the Environmental Agreement prior to the date of this
Contract. 


              
     At or  prior  to  Closing,  Seller  shall,  at  Purchaser's  option,  cause  title to be
conveyed from the Agency to the Seller, upon which title shall then be re-conveyed to Purchaser in
accordance with this Contract, or Purchaser shall take title to the leasehold
subject to the existing Lease Agreement, PILOT Agreement and Environmental
Agreement, and Seller shall assign all its right, title and interest thereunder
and to the leasehold, and Purchaser shall expressly assume the obligations
thereunder accruing from and after such assignment and otherwise comply with all
of the requirements of the Agency in connection therewith and pay any fees
associated with same to the Agency and its counsel. Seller shall promptly notify
the Agency of Purchaser’s election and cooperate with the Agency and
Purchaser in effectuating Purchaser’s election. Purchaser shall accept fee
simple title or leasehold title, as the case may be, to the Premises, free and
clear of all liens, encumbrances, tenancies and occupancies, but subject to the
Permitted Exceptions and Section 36 of this Contract. 


              
     Purchaser  acknowledges  that the  Seller  must  provide  notice  to the  Agency  of the
transaction contemplated by this Contract. Seller shall timely provide the Agency with such notice and
provide the Agency with any information it requests in connection therewith. If
the Agency requests information that the Seller cannot, after diligent effort,
provide by the Closing Date, Purchaser shall allow up to ninety (90) days from
the Closing Date for the Seller to comply with the Agency’s requests. If,
at the expiration of said ninety (90) days, the Seller is still unable to comply
with the Agency’s information requests, Seller’s sole obligation shall
be to refund all sums paid by Purchaser to Seller on account hereof and
Purchaser’s net cost of examination of title without insurance and the net
cost of a new survey, if any, and thereupon neither party shall have any further
rights or claims as against the other, except for those obligations which
expressly survive termination of this Contract. 





6




          
35.     Title;  Violations.       (a)    A copy  of  Purchaser's  title  report  must  be  furnished  to
Seller's  attorney  together with a letter  setting  forth any  objections to title no later than fifteen (15) days
following  the execution of this  Contract,  and all updates,  supplements  and  continuations  of the title report
shall thereafter be promptly furnished to Seller.  (Such title report,  updates,  supplements and continuations are
collectively  referred to as the "Title  Report".) If there are any  objections  to title (other than the Permitted
Exceptions)  and if by the date fixed for the Closing,  Seller  shall be unable to convey  title  subject to and in
accordance  with this Contract,  then Purchaser shall allow Seller up to three (3) months to remedy such exceptions
and,  if at the  expiration  of said  time,  Seller  shall  still be  unable  to convey  title to the  Premises  in
accordance  with this Contract,  Seller's sole  obligation  shall be to refund all sums paid by Purchaser to Seller
on account hereof and  Purchaser's  net cost of  examination  of title without  insurance and the net cost of a new
survey,  if any, and thereupon  neither party shall have any further rights or claims as against the other,  except
for those  obligations  which  expressly  survive  termination of this  Contract.  Seller shall not be obligated or
required to bring any action or  proceeding  to render  title  marketable  or  insurable,  and any action  taken by
Seller to remove any such  exception  to title shall not be deemed an  admission  on  Seller's  part that Seller is
obligated  to remove  same or that such  exception  is one which  would  give  Purchaser  the right to cancel  this
Contract.  In the event Seller is unable to remove such  exceptions as hereinabove  provided  Purchaser  shall have
the right to waive any such  exceptions  to title,  and in such event the parties  hereto shall  proceed to Closing
without any  abatement in the purchase  price.  Purchaser  agrees to accept title  subject to all notes and notices
of violations  issued after the date of this  Contract.  Seller shall provide to Purchaser  copies of all notes and
notices of violations  received by Seller after the date of this  Contract.  Seller shall cure and remove of record
all violations issued on or before the date of this Contract.


                  
(b)     Seller shall not be required to spend more than Ten  Thousand  Dollars  ($10,000.00)  to
cure any title defect or to remove or cure any violations of law or municipal  ordinances,  orders or  requirements
noted in or issued by any governmental  department having authority as to lands, housing,  buildings,  fire, health
and labor  conditions  affecting  the Premises on the date  hereof.  In the event the cost to cure any title defect
or to remove or cure such violations  shall exceed the aforesaid sum, Seller may terminate this Contract  provided,
however,  that Purchaser shall be entitled to accept title to the Premises  subject to such violations  without any
further  right or  remedy  against  Seller  by  reason  thereof  and  receive  a  credit  of Ten  Thousand  Dollars
($10,000.00) against the purchase price.


          
36.     Occupancy by Seller.     Seller,  at its option,  may continue to occupy up to two thousand
(2,000)  square  feet of  office  space and up to five  thousand  (5,000)  square  feet of  warehouse  space in the
Building  during the period  commencing  on the Closing  Date and  expiring on  November  15, 2001 (the  "Occupancy
Period").  Seller  shall be  allocated  five (5) reserved  parking  spaces for  Seller's  use during the  Occupancy
Period.  In  consideration  for the  foregoing,  Seller shall pay to  Purchaser,  within thirty (30) days after its
receipt of an invoice from Purchaser,  100% of utility expenses for the Premises during the Occupancy  Period.  If,
at or prior to the  expiration  of the  Occupancy  Period,  Seller  desires to lease storage space at the Premises,
Seller and Purchaser shall negotiate in good faith the provisions of such lease.





7




          
37.     Vacant  Possession.     Except as set forth in Section  36, at Closing the  Premises  shall
be vacant and free of Leases or Tenancies.


          
38.     Contract  Assignment.     This Contract may not be assigned by Purchaser  without  Seller's
express  written  consent and any  purported  assignment  without such consent shall be null and void ab initio and
shall  constitute a material and  incurable  breach of this  Contract;  provided,  however,  that prior to Closing,
Purchaser  may on fourteen  (14) days prior  notice to Seller,  assign this  Contract to an entity in which  Ronald
Parr and John  Spielberger  are  principals or majority  shareholders  or members.  Any  assignment of  Purchaser's
interest  hereunder  shall be upon the condition  that Purchaser  shall only be released from liability  under this
Contract  at  Closing,  and further  that such  assignment  is  pursuant  to a written  assignment  and  assumption
agreement  wherein  the  assignee  shall  assume  and agree to pay and  perform  all of the  terms,  covenants  and
conditions of this Contract to be paid and performed by Purchaser hereunder.


          
39.     Certificate  of  Occupancy.     At Closing,  Seller will  deliver to  Purchaser a valid and
subsisting  temporary  or permanent  Certificate  of  Occupancy  covering  the Building and all other  improvements
located at the Premises as the same currently exists.


          
40.     Purchaser's   Authorization.      At  Closing,   Purchaser  shall  provide  Seller  with  a
resolution  of  Purchaser's  board  of  directors  authorizing  the  purchase  of the  Premises  and a  secretary's
certificate certifying as to the adoption of such resolution.


          
41.     Delivery of Lease  Assignment.     Supplementing  Section  10.01 of this  Contract,  if the
transaction  contemplated  by this Contract is a transfer or  conveyance to Purchaser of the leasehold  interest of
the Seller  with the  Agency,  rather  than the Deed set forth in  Section  10.01  above,  Seller  will  deliver an
assignment and  assumption of the Lease  Agreement,  the PILOT  Agreement,  the  Environmental  Agreement,  and all
related documents in connection  therewith,  all in form satisfactory to the Agency;  provided that Seller is fully
and  completely  released of all liability  under such  documents  and provided  further that such  assignment  and
assumption is without warranty by Seller.



	  


	SELLER:

SYSCOMM INTERNATIONAL CORPORATION 



	  	By: 	  /s/ Anat Ebenstein 




	  	Name: 	Anat Ebenstein

	  	Title: 	CEO 







8








	  


	PURCHASER:

PARR RESEARCH AND MARKETING INC. 



	  	By: 	   /s/ Ronald Parr 




	  	Name: 	Ronald Parr

	  	Title: 	Vice-President









SCHEDULE A


DESCRIPTION OF PREMISES







SCHEDULE B


PERMITTED EXCEPTIONS





          
1.     
Zoning and building laws, ordinances, resolutions and regulations of all
governmental authorities having jurisdiction which affect the Premises and the
use and improvement thereof existing as of the date hereof and at the time of
the closing, provided the same are not violated by the structures at the
Premises; 


          
2.     
Unpaid real estate  taxes or  payment-in-lieu-of  taxes,  water  charges and sewer  rents,  vault
charges,  whether or not due and whether or not a lien on the Premises  (subject to apportionment as provided under
this Contract);


          
3.     
Encroachments of retaining walls, roofs, coping, awnings, window sills, ledges,
fences and hedges projecting from the Premises over any street or highway or
over any adjoining property and encroachments of similar elements projecting
from adjoining property over the Premises; 


          
4.     
Any state of facts an accurate  survey or  inspection of the Premises  would show,  provided same
does not render title uninsurable;


          
5.     
Unpaid New York State Franchise Taxes, whether or not any of the same are a lien
or charge against the Premises, of Seller, any former owner, or any former
tenant of the Premises, provided the title company will omit such New York State
Franchise Taxes as exceptions to title; 


          
6.     
Covenants, restrictions, utility agreements or utility easements of record, if
any, provided the same are not violated by the structures at the Premises or
their use and do not impose monetary requirements upon the owner of Premises. 


          
7.     
Financing statements, chattel mortgages and liens on personalty filed more than
5 years prior to the Closing Date and not renewed, or filed against property or
equipment no longer located on the Premises or owned by Tenants. 


          
8.     
Exceptions from Coverage listed on Schedule B of Title Policy Number Y0097909,
dated July 9, 1998, issued by First American Title Insurance Company of New York
to Purchaser and to the Agency. 


          
9.     
If the leasehold is assigned and transferred pursuant to Section 34 of this
Contract, the Lease Agreement, any memorandum thereof, UCC Financing Statements
relating to same, the PILOT Agreement, the Environmental Agreement and all
ancillary documents of record (other than any loan documents or mortgages
required to be satisfied by Seller under this Contract). 





SCHEDULE F


PERSONAL PROPERTY





30 MODULAR UNITS

BLINDS

CHAIRS

COLOR TELEVISION

CREDIT CARD MACHINE

DESKS

FAX MACHINES

FURNITURE

LATERAL FILE

LAWN MOWER

PALLET TRUCKS

TELEPHONE AND COMPUTER LINES

TELEPHONE EQUIPMENT

TELEPHONE SYSTEMS

TELEPHONES

PLANTS

PRINTER

REFRIGERATOR/DISHWASHER

SCALE

SECURITY CAMERAS

SERVER RACK

SHELVES