AGREEMENT OF PURCHASE AND SALE


         THIS  AGREEMENT OF PURCHASE AND SALE (this  "Agreement)  is dated as of
the 14th day of May,  1998 by and  between  DICTAPHONE  CORPORATION,  a Delaware
corporation,  ("Seller"),  at the address of 3191 Broadridge Avenue,  Stratford,
Connecticut  06497;  and STRATFORD CT BUSINESS TRUST, a Delaware  business trust
(the "Purchaser"), at the address of c/o U.S. Realty Advisors, Inc., 1370 Avenue
of the Americas, New York, New York 10019.


                                    RECITALS

         A.  Seller  owns  that  certain  parcel  of real  property  located  in
Stratford,  Connecticut more particularly described herein, which Seller desires
to sell to Purchaser.

         B.  Purchaser and Seller desire to enter into this  Agreement  pursuant
to which  Purchaser  will buy and  Seller  will sell the  Purchased  Assets,  as
defined below, and the other assets hereinafter described.


                                   AGREEMENTS

         In  consideration  of the purchase  price,  the promises and  covenants
contained herein, the parties hereto, hereby agree as follows:

          1. DEFINITIONS:

                  A.  ACCEPTANCE  DATE.  "Acceptance  Date"  means the date upon
which this Agreement is signed by both Seller and Purchaser.

                  B.  APPRAISAL.  "Appraisal"  means the  appraisal  obtained by
Purchaser, at Seller's expense, for each of the Purchased Assets.

                  C. CLOSING.  "Closing" means the  consummation of the purchase
of the Purchased  Assets  (defined  below) as contemplated by Section 12 of this
Agreement.

                  D. CONSENT.  "Consent"  shall mean that certain  Assignment of
Master Lease and Guaranty Consent Agreement,  dated as of the date hereof, among
Seller, Purchaser and Purchaser's Lender.

                  E. DUE DILIGENCE  DOCUMENTS.  "Due Diligence  Documents" shall
have the meaning set forth in Section 8(A).


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<PAGE>


                  F. MASTER LEASE. "Master Lease" means the lease to be executed
at the Closing between Tenant, as lessee, and Purchaser, as lessor, with respect
to all of the Purchased Assets,  the form of which is attached hereto as 
EXHIBIT B.

                  G.  PERMITTED  EXCEPTIONS.  "Permitted  Exceptions"  means the
exceptions  relating to title as more  particularly  described in Section  10(E)
below.

                  H.  PROJECT.  "Project"  shall mean a Real  Property  with the
Improvements located thereon.

                  I.  PURCHASED  ASSETS.  "Purchased  Assets"  means the Project
(Real Property, Improvements and FF&E) as more particularly described in Section
3  below,  which  is  purchased  by  Purchaser  pursuant  to the  terms  of this
Agreement.

                  J. PURCHASE  PRICE.  "Purchase  Price" means the price payable
for the  purchase  of the  Purchased  Assets as more  particularly  set forth in
Section 5 below.

                  K. PURCHASER'S LENDER.  "Purchaser's  Lender" means the lender
engaged by Purchaser to finance a portion of the Purchase Price.

                  L. REAL PROPERTY. "Real Property" means that certain parcel of
real property located in Stratford,  Connecticut described on EXHIBIT A attached
hereto and  incorporated  herein,  together with all  easements,  rights-of-way,
privileges and appurtenances to all of such parcels.

                  M.  SELLER  COSTS.  "Seller  Costs"  means the costs  actually
incurred  by  Seller  in  connection  with the  closing  of the  transaction  as
contemplated by Section 12(D)(1) of this Agreement.

                  N. TENANT. "Tenant" shall mean Dictaphone Corporation.

                  O. TITLE  COMPANY.  "Title  Company" means  Commonwealth  Land
Title Insurance Company.

          2.  AGREEMENT.  Subject to the terms and  conditions set forth in this
Agreement,  Seller will sell and convey to Purchaser and Purchaser will purchase
from Seller at the Purchase Price and upon the terms and conditions set forth in
this  Agreement the Purchased  Assets more  particularly  described in Section 3
below.

          3. PROPERTY TO BE SOLD. The Purchased  Assets to be purchased and sold
(free and clear of all liens, claims, pledges and encumbrances,  subject only to
the Permitted Exceptions) are as follows:

                  A. REAL PROPERTY. Fee simple title to the Real Property.


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<PAGE>


                  B. IMPROVEMENTS. All improvements now or hereafter located in,
upon, and under the Real Property,  including without limitation, all buildings,
utilities systems,  landscaping and lighting facilities,  but excluding Tenant's
Personal  Property  (as  defined  in  the  Master  Lease)   (collectively,   the
"Improvements").

                  C. FF&E.  All fixtures  and  equipment  located in, upon,  and
under the Real Property, excluding only Tenant's Personal Property, as such term
is defined in the Master Lease (the "FF&E").

          4. INTENTIONALLY OMITTED.

          5. PURCHASE PRICE.  The total Purchase Price for the Purchased  Assets
shall be FOURTEEN MILLION and 00/100 Dollars  ($14,000,000);  plus all Purchaser
Costs (if allowed as an addition  pursuant to the provisions of Section  12(D)).
The  Purchase  Price shall be payable by  Purchaser  at Closing via federal wire
transfer, which amount shall be adjusted for closing costs as provided herein
and in Section 12 below.

          6.  SELLER'S  WARRANTIES  AND   REPRESENTATIONS.   Seller  represents,
warrants and agrees that the  following  are true and correct on the  Acceptance
Date of this Agreement and will be true and correct on and as of Closing:

                  A. AUTHORITY. At Closing, Seller will be the sole owner of the
Purchased Assets and will possess all right, authority, and power to execute and
perform  under this  Agreement,  the Master  Lease,  the  Consent  and the other
documents  executed and delivered by Seller in connection with this transaction.
This Agreement,  the Master Lease, the Consent and the other documents  executed
and  delivered  by Seller in  connection  with this  transaction  have been duly
executed by Seller and are  enforceable  against Seller in accordance with their
terms,  and Seller will convey good and marketable title to the Purchased Assets
to  Purchaser  at  Closing,  free and clear of all liens,  claims,  pledges  and
encumbrances  arising by,  through and under  Seller,  except for the  Permitted
Exceptions.

                  B. TITLE. Seller is the sole owner of all the Purchased Assets
and has not  assigned,  pledged,  transferred,  leased or  otherwise  encumbered
Seller's  interest in the  Purchased  Assets.  Seller  shall be able to and will
transfer to  Purchaser  at Closing good and  marketable  title to the  Purchased
Assets, free and clear of all liens,  claims,  pledges and encumbrances  arising
by, through and under Seller, other than the Permitted Exceptions.

                  C. TAXES.  Subject to Section 12(C),  Seller has paid, or will
pay when due after  Closing,  in full all taxes and special  assessments  on the
Purchased  Assets  that have  become  due and  payable  through  the date of the
Closing, and the Purchased Assets will not be subject to any lien for payment of
taxes,  other than general property and personal  property taxes and assessments
and other taxes constituting a lien not yet payable.


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<PAGE>


                  D. NO  VIOLATIONS.  Neither  execution  and  delivery  of this
Agreement,  the  Master  Lease  nor  the  Consent  nor the  consummation  of the
transactions  hereby   contemplated,   nor  performance  of  the  covenants  and
obligations  on the part of Seller to be performed  hereunder,  under the Master
Lease nor under the Consent nor the  fulfillment of the terms hereof,  under the
Master Lease nor under the Consent are restricted by, will conflict with, result
in a violation or breach of, constitute (with or without notice or lapse of time
or both) a default (or give rise to any right of  termination,  cancellation  or
acceleration  by the other parties  thereto) under or require the consent of any
person under any of the terms, conditions or provision of any agreement to which
Seller is a party, or any order,  writ,  injunction,  decree,  statute,  rule or
regulation applicable to Seller.

                  E. LITIGATION AND CLAIMS. There are no material actions, suits
or proceedings by any  governmental  or  quasi-governmental  entity or any other
person or  entity,  pending  or, to the best  knowledge  of  Seller,  threatened
against any part of the Purchased Assets.

                  F. COMPLIANCE WITH LAW. To Seller's best knowledge and belief,
Seller is in  possession  of all  governmental  licenses,  permits and easements
necessary or required to own and operate the Projects.  Such  licenses,  permits
and  easements  are in full force and effect and Seller as  received  no written
notice  that a  violation  exists  in  respect  of any such  license,  permit or
easement.

                  G. ZONING.  The Real  Property upon which each of the Projects
is located  is  currently  zoned to allow the use of the  Project as a an office
property.

                  H.  INSURANCE.   Seller  presently  causes  to  be  maintained
policies of insurance with respect to the Purchased Assets,  which policies meet
all of the requirements under any existing mortgage and
under the Master Lease.

                  I.  BANKRUPTCY.  There are no  bankruptcy,  reorganization  or
arrangement proceedings pending, being contemplated by or, to the best knowledge
of Seller,  threatened  against  Seller or Tenant.  Each of Tenant and Seller is
solvent  and  will not be  rendered  insolvent  by  virtue  of the  transactions
contemplated by this Agreement.

                  J.  NON-FOREIGN  STATUS.  Seller is not a "foreign  person" as
defined in section 1445 of the Internal  Revenue Code of 1986,  as amended,  and
the Income Tax Regulations thereunder.

          7. PURCHASER'S REPRESENTATIONS AND WARRANTIES AND ACKNOWLEDGMENT.

                  A.  REPRESENTATIONS  AND  WARRANTIES.   Purchaser  represents,
warrants and agrees that on the Acceptance  Date of this Agreement and on and as
of Closing,  Purchaser will have all right,  power and  authorization to execute
and perform under this  Agreement,  the Master Lease,  the Consent and the other
documents   executed  and  delivered  by  Purchaser  in  connection


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<PAGE>

with this transaction.  Purchaser further  represents,  warrants and agrees that
this Agreement,  the Master Lease, the Consent and the other documents  executed
and delivered by Purchaser in connection  with this  transaction  have been duly
executed by Purchaser and are enforceable  against  Purchaser in accordance with
their terms.

                  B. NO  VIOLATIONS.  Neither  execution  and  delivery  of this
Agreement,  the  Master  Lease  nor  the  Consent  nor the  consummation  of the
transactions  hereby   contemplated,   nor  performance  of  the  covenants  and
obligations on the part of Purchaser to be performed hereunder, under the Master
Lease nor under the Consent nor the  fulfillment of the terms hereof,  under the
Master  Leaser nor under the Consent are  restricted  by,  will  conflict  with,
result in a violation or breach of,  constitute (with or without notice or lapse
of  time or  both)  a  default  (or  give  rise  to any  right  of  termination,
cancellation or acceleration by the other parties  thereto) under or require the
consent of any person  under any of the terms,  conditions  or  provision of any
agreement to which Purchaser is a party, or any order, writ, injunction, decree,
statute, rule or regulation applicable to Purchaser.

                  C.  BANKRUPTCY.  There are no  bankruptcy,  reorganization  or
arrangement proceedings pending, being contemplated by or, to the best knowledge
of Purchaser, threatened against Purchaser. Purchaser is solvent and will not be
rendered insolvent by virtue of the transactions contemplated by this Agreement.

          8. PURCHASER'S INSPECTION OF THE PURCHASED ASSETS.

                  A. DELIVERY OF DOCUMENTS. Seller hereby represents that it has
provided copies of the following documents,  if any, in Seller's possession,  as
they relate to the Purchased Assets, for Purchaser's review:

                     (1)  Copy of existing plans and specifications, and copy of
                          existing location maps;

                     (2)  Audited financial statements for Tenant;

                     (3)  Environmental  studies  or  reports  (Phase 1) for the
                          Purchased  Assets  completed  within six months of the
                          date of this Agreement, certified to Purchaser and its
                          assigns, and to Purchaser's Lender;

                     (4)  A Survey for the Real  Property  completed  within six
                          months of the date of this  Agreement  as specified in
                          Section  9 below,  certified  (in form  acceptable  to
                          Purchaser's Lender) to Purchaser and its assigns,  and
                          to Purchaser's Lender;

                     (5)  A  Title   Commitment   for  the  Real   Property   in
                          conformance with Section 10(B) below; and


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<PAGE>

                     (6)  An engineering and property condition report.

The  documents  referred to this  Section  8(A) shall be referred to as the "Due
Diligence Documents".  The cost of the Due Diligence Documents shall be a Seller
Cost,  and shall be added to the Purchase  Price at Closing if allowed under the
provisions of Section 12(D).

                  B.  PURCHASER'S   ACCESS  TO  THE  PURCHASED  ASSETS.   Seller
covenants  and agrees that from and after the  Acceptance  Date until Closing or
earlier termination of this Agreement,  Purchaser and its lenders,  contractors,
agents and/or  employees,  at the sole expense of Purchaser,  may enter upon any
portion of the Real Property from time to time during reasonable business hours,
without  any  disruption  of the  normal  conduct  of  Seller's  business  in or
construction  activities on, the Real Property, and with reasonable prior notice
to Seller for the purposes of inspection (mechanical, structural and otherwise),
making  surveys  and test,  staking  and  obtaining  topographical  information,
including environmental testing and examination of title and operating condition
of  the  Purchased  Assets.  Except  as  otherwise  provided  herein,  all  such
inspections  and  tests  shall  be at  Purchaser's  sole  cost and  expense.  In
addition,  Purchaser hereby agrees to indemnify, defend and hold Seller harmless
from any and all  losses,  liabilities,  claims,  expenses,  costs,  damages and
mechanics'  liens  which  may be  brought  or  which  may be filed  against  the
Purchased  Assets or any portion  thereof by reason of the performance of any of
the acts herein mentioned by Purchaser or Purchaser's  agents, and to defend any
action  brought  by reason of any of the acts  herein  mentioned  and  reimburse
Seller for reasonable  attorneys' fees and costs incurred by Seller by reason of
any such action.  The  provisions of this  paragraph  shall survive  Closing and
delivery of deeds.

          9.  SURVEY.  Seller has  provided  an ALTA "as built"  survey,  or the
appropriate  documentation  for the state in which the Real Property is located,
for the Real Property, which meets ALTA/ACSM 1992 requirements,  is certified to
Purchaser  and the Title  Company  and  Purchaser's  Lender,  and which shall be
sufficient  for the Title  Company to remove  the  preprinted  title  exceptions
related to survey matters or take other actions as appropriate (the "Surveys").

          10. EVIDENCE OF TITLE.

                  A.  CONDITION OF TITLE.  Seller shall convey to Purchaser good
and marketable, fee simple title to each of the Purchased Assets, free and clear
of all liens,  claims,  pledges and  encumbrances  arising by,  through or under
Seller,  subject  only to the  Permitted  Exceptions  as provided  below.  It is
specifically  understood  that the  Purchased  Assets  will not,  at the time of
Closing, be subject to any monetary liens or encumbrances, regardless of whether
they arose by, through or under Seller.

                  B. TITLE COMMITMENT. Seller shall provide, at Seller's expense
and such  expense  shall be a Seller  Cost,  and shall be added to the  Purchase
Price if allowed  under  Section  12(D),  to Purchaser a commitment  (the "Title
Commitment")  issued through the Title Company  committing to issue to Purchaser
an ALTA Form 1970 revised 1984 owner's policy of title 


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<PAGE>

insurance,  insuring  good  and  marketable  fee  simple  title  to  each of the
Purchased Assets, free and clear of all liens, claims,  pledges and encumbrances
other than the  Permitted  Exceptions,  but not subject to the standard  printed
exceptions  (unless such standard printed  exceptions cannot be removed with the
Surveys and an affidavit by Seller) and such reasonable  endorsements  requested
by  Purchaser,  together  with  legible  copies of all  exceptions  to the title
referred to in the Title  Commitment  (the "Title  Documents").  Purchaser shall
also be provided with amounts of  reinsurance  and direct  access  agreements as
Purchaser or Purchaser's Lender may require.

                  C. TITLE  POLICY.  Purchaser  shall pay at Closing the cost of
the premium for the Title Policy for the Purchased  Assets (the "Title  Policy")
(and the expense shall be a Purchaser  Cost,  and shall be added to the Purchase
Price if allowed under Section 12(D)),  and the Title Company shall deliver such
title policy to Purchaser at the Closing,  which title policy shall insure title
to the Purchased Assets, subject only to the Permitted Exceptions.

                  D. DEFECTS OF TITLE. If prior to Closing Purchaser asserts the
existence of any encumbrance, encroachment on or defect in or objection to title
to any portion of any Purchased  Asset based on  Purchaser's  examination of the
Title Commitments, the Title Documents, and the Surveys or any other information
received by Purchaser  (any of which is called a "Defect" in Title"),  Purchaser
shall give Seller written notice of such Defect in Title,  and Seller shall have
five (5) days after receipt of such notice to elect to either (i) terminate this
Agreement by written notice to Purchaser (unless Purchaser waives such Defect in
Title),  or (ii) remove,  or otherwise  cure to  Purchaser's  satisfaction,  the
Defect in Title, and if necessary the date of Closing shall be extended for such
5-day  period to allow  Seller to so remove or cure the Defect in Title.  Seller
shall be obligated to remove any monetary  lien or  encumbrance  with respect to
the Purchased  Asset. In the event Seller fails,  refuses or is unable to remove
or cure the Defect in Title, then Purchaser shall have the right to either:  (i)
waive  such  Defect in Title and  proceed  to  Closing  or (ii)  terminate  this
Agreement  by  delivering  written  notice of such to Seller,  except  that with
respect to monetary  liens or  encumbrances,  Purchaser  shall have the right to
enforce Seller's obligation to remove the same.

                  E. PERMITTED EXCEPTIONS.  Any title exceptions not disapproved
by Purchaser in writing on or before the Closing,  including any Defect in Title
waived by  Purchaser as provided in Section  10(D) above,  shall be deemed to be
approved by Purchaser and shall be referred to as "Permitted  Exceptions"  under
this Agreement.

          11. CONDITIONS PRECEDENT TO CLOSING. The obligations of the respective
parties  to close the  purchase  of the  Purchased  Assets  will be  subject  to
fulfillment of the following conditions prior to the Closing:

                  A. SELLER'S CONDITIONS.  Seller will not be obligated to close
the purchase of the Purchased  Assets unless  Purchaser has complied with all of
the terms and  conditions  of this  Agreement  to be met by  Purchaser  prior to
Closing, and has delivered all funds, instruments,  and documents required to be
deposited by Purchaser in connection  with the Closing  pursuant to the 


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<PAGE>

terms of this Agreement and Purchaser's  representations  and warranties  remain
accurate.  Seller  may at any  time at or  prior  to  Closing  waive  any of the
preceding requirements.

                  B. PURCHASER'S CONDITIONS.  Purchaser will not be obligated to
close the purchase of the  Purchased  Assets unless (i) Seller has complied with
all of the terms and  conditions of this  Agreement to be met by Seller prior to
the Closing,  and has delivered  all  instruments  and documents  required to be
deposited by Seller in connection with the Closing pursuant to the terms of this
Agreement;  (ii) there has been no  material,  adverse  change in the  financial
condition  or  results  of  operation  of  Seller  from  and  after  Purchaser's
acceptance of the Due Diligence  Documents  prior to the Closing;  and (iii) all
representations  and warranties of Seller contained herein shall remain accurate
in all material respects. Purchaser may at any time at or prior to Closing waive
any one or more of the preceding requirements.

          12. CLOSING.

                  A.  DATE,  TIME AND  PLACE.  Closing  will  take  place at the
location  designated by Purchaser's  Lender, or at such other location as agreed
to by the  parties,  at 10:00 a.m. on May 14, 1998,  (the  "Closing  Date"),  or
earlier  upon the mutual  agreement  of the  parties.  At  Purchaser's  Lender's
option,  the  Closing  shall be  conducted  either by  delivery  of all  closing
documents into escrow, or in the manner of a New York style closing.

                  The transactions  consummated at Closing, when effected,  will
be deemed to be  effective  as of the close of  business on the date of Closing,
except as otherwise  specifically  provided in this Agreement.  All action to be
taken at  Closing  will be  considered  as taken  simultaneously  and no  paper,
document, or instrument will be considered to be delivered until all items to be
delivered have been delivered.

                  B. CONVEYANCES.

                     (1)  At  Closing,  Seller  will  deliver to  Purchaser  the
                          following:

                              (i) A special or limited warranty deed, sufficient
to permit the  issuance of the Title  Policy,  conveying  each of the  Purchased
Assets free and clear of all liens, claims, pledges and encumbrances arising by,
through or under  Seller,  subject  only to the  Permitted  Exceptions,  and not
subject to any monetary encumbrances.

                              (ii)  Four  original  counterparts  of the  Master
Lease, executed by Tenant, as tenant, and Purchaser, as landlord,  provided that
rent under the Master Lease shall be specified on Schedule C to the Master Lease
as provided in Section 15 below in this Agreement.

                              (iii)  Tenant  shall have  delivered  to Purchaser
certificates  evidencing  the  insurance  coverage and policies to be carried by
Tenant,  as tenant,  under the terms of the Master Lease naming  Purchaser as an
additional insured.


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<PAGE>

                              (iv) Seller  shall have  delivered  to Purchaser a
certified  copy of the  resolutions  of the Board of  Directors  of  Seller  and
Tenant,  as  applicable,  authorizing  the  sale  of the  Purchased  Assets  and
authorizing the execution, delivery and performance of the Master Lease.

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

                              (vi)  Seller  shall have caused to be filed at its
cost and expense  (which expense will be a Seller Cost, and will be added to the
Purchase  Price if allowed  under  Section  12(D)) any negative  declaration  or
similar document which may be required by the statutes of the state in which the
Real Property is located with respect to environmental matters.

                              (vii) Any legal  opinions  reasonably  required by
Purchaser's  Lender or by Purchaser in connection  with the Master  Lease,  this
Agreement or the closing documents.

                              (viii)  Any  other  documents  contemplated  to be
delivered by Seller under the terms of this Agreement or reasonably  required to
effectuate the terms of this Agreement.

                  C. PRORATIONS.  In view of the continuing relationship between
Seller, as tenant, and Purchaser,  as landlord,  under the Master Lease, and the
obligations of Seller under the terms and conditions of the Master Lease,  there
shall be no proration of insurance, taxes, special assessments, utilities or any
other similar costs at Closing.  The parties  acknowledge  that Purchaser  shall
have no  obligation  with respect to such  expenses,  and that the same shall be
paid by Tenant as tenant under the Master Lease.

                  D. CLOSING  COSTS.  The costs incurred by Purchaser and Seller
in connection with the Closing shall be paid as follows:

                     (1) Purchaser shall pay (i) Purchaser's  lender's fee, (ii)
Purchaser's lender's reasonable  attorneys' fees, (iii) mortgage recording taxes
and the cost of obtaining  both the fee and mortgage title policy in excess of a
fee  policy,   (iv)   Purchaser's   local  counsel  fees,  and  (v)  Purchaser's
out-of-pocket  costs.  Purchaser  shall also pay any other expenses  incurred in
connection  with  the  Closing,  unless  Seller  has  agreed  to pay the same as
outlined  below.  To the extent that any  Purchaser  Costs are not allowed to be
included in the Purchase Price,  Purchaser  shall be solely  responsible for the
payment thereof.

                     (2) Seller  shall pay all  transfer  taxes,  title fees and
expenses,  capital gains taxes (if any), its own attorney's fees,  environmental
certification,  engineering  costs,  appraisal fees and all other costs and fees
customarily paid in a net lease transaction.


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<PAGE>

                  E.  POSSESSION.  Possession of the  Purchased  Assets shall be
retained  by Seller from and after the  Closing  Date  pursuant to the terms and
conditions of the Master Lease.

          13.  PURCHASER'S  CLOSING  OBLIGATIONS.  At  Closing,  Purchaser  will
deliver to Seller the following:

                  A. The  amount of the  Purchase  Price  provided  in Section 5
above for the  Purchased  Assets via federal  wire  transfer  (as  adjusted  for
closing costs under Section 12 above).

                  B. Four (4) original  counterparts  of the Master Lease signed
by Purchaser as Lessor.

                  C. The amount of its share of any  closing  costs via  federal
wire transfer, or by proration on the settlement statement.

                  D. A resolution  of  Purchaser  authorizing  the  transactions
contemplated under this Agreement, the Master Lease and the Consent.

                  E. Any  legal  opinions  reasonably  required  by  Purchaser's
Lender or by Seller in connection  with the Master Lease,  this  Agreement,  the
closing documents or the loan obtained from Purchaser's Lender.

                  F.  Any  other  documents  required  by this  Agreement  to be
delivered by Purchaser at Closing or reasonably required to effectuate the terms
of this Agreement.

          14. CASUALTY/CONDEMNATION.  From the date hereof until Closing, Seller
shall continue to maintain the Purchased  Assets in as good condition and repair
as existing on the date of this Agreement,  and promptly notify Purchaser of the
occurrence  of any  event  known to it which  materially  affects  the  value or
utility  of  the  Purchased  Assets.  Notwithstanding  anything  herein  to  the
contrary,  from  and  after  the  Acceptance  Date  to the  Closing,  Seller  is
considered  the owner of the  Purchased  Assets  for all  purposes  and shall be
entitle to receive all insurance  proceeds and/or  condemnation  awards that may
become payable with respect thereto. Any and all risks associated with ownership
of the Purchased  Assets shall be borne by Seller from the Acceptance Date until
Closing.  If the Purchased Assets are  substantially  damaged or condemned as to
material  part prior to the Closing  Date and is not  substantially  repaired or
restored on or before the Closing  Date,  Purchaser  may,  at it  election,  (i)
proceed to Closing on the  Purchased  Assets so damaged,  or (ii)  terminate and
cancel  this  Agreement.  If  Purchaser  does not  exercise  the  election,  the
occurrence shall be dealt with under the terms of the Master Lease, as if it had
occurred after the  commencement  date of the Master Lease and the proceeds will
be applied as set forth in the Master Lease.

         15. MASTER  LEASE.  Upon  closing,  Purchaser  agrees to lease back the
Purchased  Assets to Tenant  and  Seller  agrees to cause  Tenant to lease  from
Purchaser under a Master Lease covering all of the Purchased Assets on the terms
contained in EXHIBIT B attached hereto.


                                       10
<PAGE>

          16. BROKERAGE.  The parties  acknowledge that no real estate broker or
other party,  other than CB Commercial (the "Broker") and U.S. Realty  Advisors,
Inc.  ("Purchaser's  Agent"),  is entitled to any  commission as a result of the
transactions contemplated in this Agreement. Seller shall be responsible for the
payment  at  Closing  of a  commission  to the  Broker  and  Purchaser  shall be
responsible  for the payment of any fees or commission to Purchaser's  Agent. In
the event that any other claim for a broker's fee or real estate  commission  is
asserted,  the party against whom the claim is asserted shall indemnify and hold
harmless the other party from any and all claims,  losses,  damages, or expenses
of any nature whatsoever arising out of said claim,  including,  but not limited
to, reasonably attorneys' fees and costs.

          17. DEFAULT.

                  A.  PURCHASER'S  DEFAULT.  If  Purchaser,  in  default  of its
obligations  under  this  Agreement,  fails to  perform  any of the  obligations
contemplated  by this  Agreement,  Seller  will have the right  to:  (i)  obtain
specific  performance  by  Purchaser  of  Purchaser's   obligations  under  this
Agreement; or (ii) terminate this Agreement,  and both parties shall be released
from all further  obligations  under this Agreement.  Seller shall not terminate
this Agreement pursuant to this Section unless Seller shall have given Purchaser
written notice of default,  and Purchaser shall have failed to cure such default
within ten (10) days after receipt of such notice (other than a failure to close
in accordance with the terms of this  Agreement,  for which Purchaser shall only
be allowed a two (2) business day cure period).

                  B. SELLER'S DEFAULT.  If Seller, in default of its obligations
hereunder,  fails  to  perform  any  of the  obligations  contemplated  by  this
Agreement,  Purchaser will have the right to: (i) obtain specific performance by
Seller of Seller's  obligations  under this  Agreement;  or (ii)  terminate this
Agreement, and both parties shall be released from all further obligations under
this Agreement.  Purchaser  shall not terminate this Agreement  pursuant to this
Section unless Purchaser shall have given Seller written notice of default,  and
Seller shall have failed to cure such default within ten (10) days after receipt
of such notice  (other than a failure to close in  accordance  with the terms of
this  Agreement,  for which  Seller shall only be allowed a two (2) business day
cure period).

                  C. ATTORNEY'S FEES. In the event of litigation  arising out of
any alleged default or breach of this Agreement,  the prevailing  party shall be
entitled  to recover  all costs and  expenses  incurred  in the  prosecution  or
defense of such litigation,  including reasonable attorneys' fees and costs (and
legal assistant  fees). For purposes of this Section,  "prevailing  party" shall
include,  but not be  limited  to, a party who  withdraws  or moves to dismiss a
claim in consideration for payment due, performance owed, or other consideration
in substantial satisfaction of the claim withdrawn or dismissed.

          18. MISCELLANEOUS.

                  A. NOTICES.  All notices  hereunder to the respective  parties
will be in  writing  and will be  served by  personal  delivery  or by  prepaid,
overnight mail via a reputable courier


                                       11
<PAGE>

service, or by telecopy, or by prepaid,  registered or certified mail, addressed
to the respective parties at their addresses set forth below. Any such notice to
Seller or Purchaser will be deemed to be given and effective:  (i) if personally
delivered or sent by telecopy,  then on the date of such delivery,  (ii) if sent
via overnight courier, then twenty-four (24) hours after the date such notice is
sent,  or (iii) if sent by  registered  or certified  mail,  then three (3) days
following  the date on which such notice is deposited in the United  States mail
addressed as aforesaid. Copies of all notices will be sent to the following:

         If to Purchaser:           c/o U.S. Realty Advisors, Inc.
                                    1370 Avenue of the Americas
                                    New York, New York 10019
                                    Attention:  David M. Ledy

         with a copy to:                  Proskauer Rose LLP
                                    1585 Broadway
                                    New York, New York  10036
                                    Attention:  Kenneth S. Hilton, Esq.

         If to Seller:              Dictaphone Corporation
                                    3191 Broadridge Avenue
                                    Stratford, Connecticut  06497
                                    Attn:  Mr. Joseph K. Skrzypczak

         with a copy to:                  Kelley, Drye & Warren LLP
                                    281 Tresser Blvd.
                                    Two Stamford Plaza
                                    Stamford, CT  06901
                                    Attention:  Steven M. Torkelsen, Esq.

All such  addresses  may be  changed  by notice  given in  accordance  with this
Section.

                  B. PARTIES IN  INTEREST.  All of the terms and  provisions  of
this  Agreement  will  be  binding  upon  and  inure  to the  benefit  of and be
enforceable by the successors,  representatives, and permitted assigns of Seller
and Purchaser.

                  C. ENTIRE  AGREEMENT.  There are and were no verbal or written
representations,   warranties,  understandings,   stipulations,  agreements,  or
promises pertaining to the subject matter of this Agreement made by either party
or any agent, employee, or other representative of either party or by any broker
or any other person  representing or purporting to represent  either party,  not
incorporated in writing in this Agreement, and neither this Agreement nor any of
the terms, provisions,  conditions,  representations,  or covenants contained in
this  Agreement can be modified,  changed or  terminated,  amended,  superseded,
waived, or extended except by an appropriately  written instrument duly executed
by the parties.


                                       12
<PAGE>

                  D. SURVIVAL. The representations and warranties on the part of
Seller or Purchaser  contained in this  Agreement  shall survive the Closing and
delivery of the deed and shall not be merged thereby.

                  E.  ORIGINALS.  This  Agreement may be executed in two or more
counterparts, each of which will be an original.

                  F. TIME. Time is of the essence under this  Agreement.  In the
event  the  last  day  permitted  for the  performance  of any act  required  or
permitted under this Agreement falls on a Saturday, Sunday, or holiday, the time
for such performance will be extended to the next succeeding  business day. Time
periods under this Agreement will exclude the first day and include the last day
of such time period.

                  G. SECTION AND OTHER HEADINGS.  The section and other headings
contained in this Agreement are for reference  purposes only and will not in any
way affect the meaning or interpretation of the text of this Agreement.

                  H.  GOVERNING  LAW.  This  Agreement  will  be  construed  and
enforced in accordance with the laws of the State of New York.

                  I.  ASSIGNMENT  OF  AGREEMENT.  Seller  acknowledges  that the
actual  purchaser under this Agreement may be a trust in which Purchaser (or its
permitted assignee) owns the beneficial interest.  Except as provided in Section
12.1, Purchaser may not assign all or any interest in this Agreement, nor any of
the benefits or obligations of this Agreement, without the prior written consent
of Seller, and such consent shall not be unreasonably withheld if the assignment
is to any entity that owns or is owned in whole or in part by  Purchaser  or any
entity  affiliated  with Purchaser or to a partnership  of which  Purchaser is a
general partner.  Seller shall be entitled to assign all or any interest in this
Agreement  without the prior  written  consent of Purchaser.  Any  assignment in
violation hereof will be void.

                  J.  RECORDING.  This Agreement may not be recorded in whole or
in part, and any recordation in violation hereof shall be deemed to be a default
under this Agreement by the recording party.

                  K.  BINDING  EFFECT.  This  Agreement  will not be  binding or
effective until property executed and delivered by the Seller and Purchaser.

                  L.  GENDER.  As used in this  Agreement,  the  masculine  will
include the feminine and neuter,  the singular will include the plural,  and the
plural will include the singular, as the context may require.

                  M. NO JOINT VENTURE, PARTNERSHIP,  AGENCY, ETC. This Agreement
shall not be construed as in any way establishing a partnership,  joint venture,
express or implied agency, or  employer-employee  relationship between Purchaser
and Seller.


                                       13
<PAGE>

                  N. NO THIRD PARTY  BENEFICIARIES.  This  Agreement  is for the
sole  benefit  of  Purchaser  and  Seller and their  respective  successors  and
permitted assigns,  and no other person or entity shall be entitled to rely upon
or receive any benefit from this Agreement.

                  O. NO WAIVER.  No consent or waiver,  express or  implied,  by
Purchaser  to or of any breach of any  representation,  covenant  or warranty of
Seller  shall be  construed  as a consent or waiver to or of any other breach of
the same or any other representation, covenant or warranty.

                  P.  PUBLICITY.  Seller  and  Purchaser  agree  that  before or
following  Closing under this  Agreement,  neither party will issue or authorize
the issuance of any press release,  publicity, or information to any third party
whatsoever  (except  Purchaser's Lender or other lenders and agents and Seller's
lender(s) or to governmental  authorities as necessary in any approval  process)
pertaining to the transaction  contemplated  hereunder without the prior written
approval  of the other  party.  The  results  of any  inspections  conducted  by
Purchaser prior to Closing and any other  information  delivered to Purchaser by
Seller related to this  transaction  shall be treated as strictly  confidential,
except that Purchaser may transmit such information to Purchaser's Lender and to
Purchaser's agents, attorneys and other consultants.

                  Q.  CONCERNING  WILMINGTON  TRUST  COMPANY.  It  is  expressly
understood  and agreed by the parties hereto that (a) this Agreement is executed
and delivered by Wilmington  Trust Company,  not  individually or personally but
solely as trustee  of  Landlord,  in the  exercise  of the powers and  authority
conferred and vested in them under the Trust  Agreement of Landlord  dated as of
May 4, 1998 (b) each of the representations,  undertakings and agreements herein
made  on  the  part  of   Purchaser   is  made  and  intended  not  as  personal
representations,  undertakings and agreements of Wilmington Trust Company but is
made and intended for the purpose of binding  only  Purchaser,  and (c) under no
circumstance shall Wilmington Trust Company be personally liable for the payment
of any  indebtedness  or other  obligations  of  Purchaser  or be liable for the
breach or failure of any obligation,  representation,  warranty or covenant made
or undertaken by Purchaser under this Agreement.


                                       14
<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date specified below.


                                     SELLER:

                                     DICTAPHONE CORPORATION,
                                     a Delaware corporation

                                     By:  /s/ Joseph D. Skrzypczak
                                          -----------------------------
                                          Name:  Joseph D. Skrzypczak
                                          Title:  Senior Vice President
                                                     and Chief Financial Officer



                                   PURCHASER:

                                   STRATFORD CT BUSINESS TRUST,
                                   a Delaware business trust

                                   By:  WILMINGTON  TRUST  COMPANY,  not  in its
                                        individual   capacity,   but  solely  as
                                        trustee under Trust  Agreement  dated as
                                        of May 4, 1998


                                        By:  /s/ Donald G. Mackelcan
                                             ----------------------------
                                             Name:  DONALD G. MACKELCAN
                                             Title:  ASSISTANT VICE PRESIDENT




                                       15
<PAGE>



                                    EXHIBIT A


Policy No:              S985180


         ALL THAT CERTAIN  tract or parcel of land  situate,  lying and being in
         the Town of Stratford,  County of Fairfield,  and State of Connecticut,
         more particularly described as follows:

         Beginning  a point on the  southwesterly  line of  Broadbridge  Avenue,
         which  point is located at the  northeast  corner of land  formerly  of
         Remington  Arms Company,  Inc. and 324.66 feet  northwesterly  from the
         intersection  of  said  street  line of  Broadbridge  Avenue  with  the
         westerly street line of Broadmere Road; thence proceeding the following
         courses and distances:

           S 19"(degree)" 52' 50" W 63.84 feet
           S 19"(degree)" 31' 50" W 341.15 feet
           S 19"(degree)" 11' 20" W 447.03 feet
           S 19"(degree)" 25' 30" W 486.81 feet
           S 82"(degree)" 41' 50" E 10.00 feet
           S 82"(degree)" 51' 10" E 163.56 feet
           S 05"(degree)" 47' 35" W 82.76 feet
           S 00"(degree)" 38' 40" E 105.87 feet
           S 00"(degree)" 34' 50" E 18.77 feet
           S 00"(degree)" 22' 30" W 64.06 feet
           S 08"(degree)" 03' 40" E 81.43 feet
           S 13"(degree)" 20' 30" E 43.29 feet
           S 10"(degree)" 40' 20" E 161.02 feet
           S 05"(degree)" 28' 10" E 288.27 feet
           S 04"(degree)" 51' 10" E 174.61 feet
           S 00"(degree)" 53' 20" E 36.06 feet
           S 82"(degree)" 57' 20" W 61.98 feet
           S 77"(degree)" 59' 40" W 420.15 feet
           N 07"(degree)" 52' 45" E 643.57 feet
           N 17"(degree)" 03' 40" E 65.41 feet
           N 07"(degree)" 55' 30" E 43.33 feet
           N 16"(degree)" 13' 20" W 31.34 feet
           N 13"(degree)" 48' 40" E 142.76 feet
           N 74"(degree)" 57' 55" W 28.32 feet
           N 13"(degree)" 56' 36" E 133.34 feet
           N 18"(degree)" 12' 28" E 133.89 feet
           N 18"(degree)" 41' 22" E 486.79 feet
           N 19"(degree)" 02' 29" E 447.09 feet and
           N 19"(degree)" 29' 44" E 422.49 feet to the southwesterly street line
           of Broadbridge  Avenue;  thence along said street line S 45"(degree)"
           55' 00" E, 41.83 feet, to the point or place of  beginning,  which is
           also the  northwesterly  corner of land now or formerly of L. J. & C.
           Cristini.
                                                                  Continued....


<PAGE>


                                                            EXHIBIT A (cont'd.)
Policy No.: S985180

Containing  within  said bounds  9.6789  acres,  be the same more or less,  said
premises  being all that  certain  tract or parcel of land shown on the  drawing
entitled  "Plan of Survey of Property  in  Stratford,  Connecticut"  prepared by
Fuller & Co., Inc., dated November 30, 1984 and filed in the office of the Clerk
of the Town of Stratford as Maps #2574 & 2575.

TOGETHER WITH the rights and privileges conveyed to Dictaphone  Corporation in a
deed from Remington Arms Company, Inc. dated June 26, 1986 and recorded June 27,
1986 in Book 636 at Page 964 of the Stratford Land Records.





                                       2
<PAGE>


                                    EXHIBIT B


                             MASTER LEASE AGREEMENT


                  [See execution copy filed as Exhibit 10.21].