Exhibit 10.56



   CONTRACT OF SALE-OFFICE, COMMERCIAL AND MULTI-FAMILY RESIDENTIAL PREMISES

                                     BETWEEN

                       SY SYMS (F/K/A SY MERNS) ("SELLER")

                                       AND

                            SYMS CORP. ("PURCHASER")

                             DATED DECEMBER 21, 2006



                                    PREMISES:

                Street Address:       295-395 Tarrytown Road
                City or Town:         Elmsford
                County:               Westchester
                State:                New York

                Street Address:       18 West 570 North Avenue
                City or Town:         Villa Park
                County:               DuPage
                State:                Illinois



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   CONTRACT OF SALE--OFFICE, COMMERCIAL AND MULTI-FAMILY RESIDENTIAL PREMISES


         CONTRACT OF SALE,  dated  December  21, 2006  between SY SYMS (f/k/a SY
MERNS)  ("Seller"),  an  individual,  having an address at 625 Park Avenue,  New
York, New York 10021 and SYMS CORP., a New Jersey corporation, having an address
at One Syms Way, Secaucus, New Jersey 07094 ("Purchaser").

         Seller and Purchaser hereby covenant and agree as follows:

SECTION 1. SALE OF PREMISES AND ACCEPTABLE TITLE

         ss.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) (i) the  parcel  of land  more  paricularly  described  in
Schedule A-I attached hereto ("Syms Land");  (ii) all buildings and improvements
situated on the Syms Land;  (iii) 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 Syms Land to the center line:  thereof and to any unpaid award for
any taking by  condemnation or any damage to the Syms Land by reason of a change
of grade of any street or highway; (iv) the appurtenances and all the estate and
rights of Seller in and to the Syms Land and Building;  and (v) all right, title
and  interest of Seller,  if any, in and to the  fixtures,  equipment  and other
personal property attached or appurtenant to the Building (the matters set forth
in items (i) through (v),  collectively  the "Syms  Premises").  For purposes of
this contract,  "appurtenances"  shall include all right,  title and interest of
Seller in and to (A) that certain lease,  pursuant to which Purchaser  currently
leases  from  Seller  the Syms Land and  Building,  as more fully  described  on
Schedule  E  attached  hereto  (the "Syms  Lease");  (B) plans,  specifications,
architectural  and  engineering  drawings,  prints,  sureys,  soil and substrata
studies relating to the Syms Land and the Building in Seller's  possession;  (C)
all operating  manuals and books,  data and records  regarding the Syms Land and
the Building and its component systems in Seller's possession; (D) all licenses,
permits,  certificates  of occupancy  and other  approvals  issued by any state,
federal or local authority relating to the use,  maintenance or operation of the
Syms  Land and the  Building  to the  extent  that  they may be  transferred  or
assigned;  (E) all waranties or guaranties,  if any, applicable to the Building,
to the  extent  such  waranties  or  guaranties  are  assignable;  and  (F)  all
tradenames,  trademarks,  servicemarks, logos, copyrights and good will relating
to or used in  connection  with the operation of the Syms Land and the Building.
The Syms Premises are located at or known as 295 Tarytown  Road,  Elmsford,  New
York.

                  (c) (i) the  parcel of land  more  particularly  described  in
Schedule  A-1  attached  hereto  ("Elmsford  Land");   (ii)  all  buildings  and
improvements  situated on the Elmsford Land; (iii) 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 Elmsford Land to the center line thereof and to any
unpaid award for any taking by  condemnation  or any damage to the Elmsford Land
by reason of a change of grade of any street or highway;  (iv) the appurtenances
and all the  estate  and  rights  of  Seller  in and to the  Elmsford  Land  and
Building; and (v) all right, title and interest of Seller, if any, in and to the
fixtures, equipment and other personal property attached or appurtenant to the

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Building  (the  matters set forth in items (i)  through  (v),  collectively  the
"Elmsford  Premises").  For  purposes of this  contract,  "appurtenances"  shall
include  all  right,  title and  interest  of Seller in and to (A) that  certain
lease,  pursuant to which  Elsmford-119  Associates,  LLC currently  leases from
Seller the Elmsford  Land and  Building,  as more fully  described on Schedule E
attached hereto (the "Elmsford Lease"); (B) plans, specifications,  architectual
and engineering drawings,  prints,  surveys, soil and substrata studies relating
to the Elmsford Land and the Building in Seller's possession;  (C) all operating
manuals and books, data and records regarding the Elmsford Land and the Building
and its component  systems in Seller's  possession;  (D) all licenses,  permits,
certificates  of occupancy and other approvals  issued by any state,  federal or
iocal  authority  relating to the use,  maintenance or operation of the Elmsford
Land and the  Building to the extent that they may be  transferred  or assigned;
(E) all waranties or  guaranties,  if any,  applicable  to the Building,  to the
extent such  waranties or guaranties  are  assignable;  and (F) all  tradenames,
trademarks,  servicemarks,  logos, copyrghts and good wil relating to or used in
connection  with  the  operation  of the  Elmsford  Land and the  Building.  The
Elmsford Premises are located at or known as 395 Tarrytown Road,  Elmsford,  New
York.

                  (c) (i) the parcel of vacant land more  paricularly  described
in Schedule A-3 attached hereto (the "Addison Land");  (ii) 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 Addison Land to the center line thereof and
to any unpaid award for any taking by  condemnation or any damage to the Addison
Land by  reason  of a change  of grade  of any  street  or  highway;  (iii)  the
appurtenances  and all the  estate  and  rights of Seller in and to the  Addison
Land;  and (iv) all right,  title and interest of Seller,  if any, in and to any
improvements,  fixtures,  equipment  and other  personal  property  attached  or
appurtenant  to the Addison Land (the matters set forth in items (i) though (iv)
are collectively referred to herein as the "Addison Premises").  For purposes of
this  subparagraph  (b),  "appurtenances"  shall  include  all right,  title and
interest of Seller in and to (i) any plans,  specifications,  architectural  and
engineering  drawings,  prints,  surveys, soil and substrata studies relating to
the Addison  Premises in Seller's  possession;  (ii) all  operating  manuals and
books, data and records  regarding the Addison Premises in Seller's  possession;
(iii) all  licenses,  permits,  certificates  of occupancy  and other  approvals
issued by any state, federal or local authority relating to the use, maintenance
or operation of the Addison  Premises to the extent that they may be transferred
or assigned.  The Addison  Premises are located at or known as 18 West 570 North
Avenue, Villa Park, Ilinois.

         ss.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  insurer
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 willng,
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

         ss.2.01.  The total  purchase  price  ("Purchase  Price") to be paid by
Purchaser to Seller for the  Premises as provided in Schedule C attached  hereto
is Eighteen Milion Four Hundred Forty


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Two  Thousand  Five  Hundred and No/100  ($18,442,500.00)  and is  allocated  as
follows:   $13,516,000.00   applicable  to  the  Syms  Premises,   $4,266,000.00
applicable to the Elmsford  Premises and  $660,500.00  applicable to the Addison
Premises.

         ss.2.02.  All monies  payable  under  this  contract,  uness  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 or
trust  company  having a  banking  office in the City of New York and which is a
member of the New York Clearing  House  Association  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 one-half of one percent of the Purchase  Price shall be acceptable for
sums payable to Seller at the Closing, or (c) with respect to the portion of the
Purchase Price payable at the Closing, at Seller's election, by wire transfer of
immediately  available federal funds to an account designated by Seller not less
than three business days prior to the Closing.

         ss.2.03. If the sum paid under paragraph (a) of Schedule C or any other
sums paid 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,  Escrow  shall give written  notice to the
other party of such demand. If Escrowee does not receive a wrtten 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,  Escrow  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  (or,  with  respect  to the  Addison
Premises,  the  equivalent  thereof).  Escrowee shall give wrtten notice of such
deposit to Seller and  Purchaser.  Upon such deposit  Escrowee shall be relieved
and discharged of all further obligations and responsibilties hereunder.

         ss.2.04.  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


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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.

         ss.2.05.  Escrowee has  acknowledged  agreement to these  provisions by
signing in the place indicated on the signature page of this contract.

         ss.2.06.  Escrowee  may act or  refrain  from  acting in respect of any
matter  referred to in this ss.2.06 in full reliance upon and with the advice of
counsel which may be selected by it (including any member of its firm) and shall
be fully  protected  in so acting or  refraining  from action upon the advice of
such counsel.

         ss.2.07.  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
ss.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 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 ss. 13.02. The right of termination  provided for in
this ss.2.07  shall be in addition to and not in  limitation of any other rights
or remedies available to Purchaser under applicable law.

SECTION 3. THE CLOSING

         ss.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 Schedule D (the actual date of the Closing
being herein  referred to as "Closing  Date") at the place specified in Schedule
D.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Purchaser as follows:

         ss.4.02. Unless otherwise provided in this contract, Seller is the sole
owner of the Premises.

         ss.4.02. If the Premises are encumbered by an Existing Mortgage(s),  no
written notice has been received from the Mortgagee(s)  asserting that a default
or breach exists  thereunder which remains uncured and no such notice shall have
been  received and remain  uncured on the Closing  Date.  If copies of documents
constituting  the Existing  Mortgage(s)  and note(s)  secured  thereby have been
exhibited to and initialed by Purchaser or its  representative,  such copies are
true copies of the originals and the Existing  Mortgage(s)  and note(s)  secured
thereby have not been modified or amended except as shown in such documents.


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         ss.4.03.  The information  concerning the Elmsford Lease is accurate as
of the date set forth therein or, if no date is set fort therein, as of the date
hereof,  and  except  for the Syms  Lease,  the  Elmsford  Lease,  and the Lease
Agreement,  dated  September  24,  1998,  by  Elmsford-119  Associates,  LLC, as
landlord,  and Bed Bath & Beyond,  Inc., as tenant ("BBB  Lease"),  there are no
Leases or  tenancies  of any space in the  Premises  other  than those set forth
therein and any subleases or subtenancies.  Except as otherwise set forth in the
Rent Schedule or elsewhere in this contract:

                  (a) the Elmsford  Lease is in full force and effect and it has
not been modified, amended or extended;

                  (b) no renewal or extension  option or options for  additional
space have been  granted to the tenant  under the  Elmsford  Lease (the  "Ground
Tenant");

                  (c) no tenant  has an option to  purchase  the  Premises  or a
right of first refusal or first offer with respect to a sale of the Premises;

                  (d) the  rents  set  forth in the  Elmsford  Lease  are  being
collected on a current basis and there are no arrearages in excess of one month;

                  (e) the Ground Tenant is not entitled to rental concessions or
abatements for any period subsequent to the scheduled date of closing;

                  (f) Seller has not sent  written  notice to the Ground  Tenant
claiming that such Ground Tenant is in detault, which default remains uncured;

                  (g) no action or proceeding  instituted  against Seller by the
Ground Tenant is presently pending in any court;

                  (h) there are no securty  deposits  other than those set forth
in the Rent Schedule;

                  (i) a true and complete  copy of the  Elmsford  Lease has been
delivered  to  Purchaser  or its counsel and  initialed  by  representatives  of
Purchaser and Seller;

                  (j) Seller has  performed  all of the  landlord's  obligations
under the Elmsford  Lease and no notice of any default of the landlord under the
Elmsford Lease has been given or to the knowledge of Seller is pending;

                  (k)  to  the  best  of  Seller's   knowledge,   no  action  or
proceeding, voluntary or involuntary, is pending against the Ground Tenant under
any bankruptcy or insolvency act; and

                  (1) no leasing  commissions  are due or owing with  respect to
any of the Leases.

If any Leases  which have been  exhibited  to and  initialed by Purchaser or its
representative  contain  provisions  that are  inconsistent  with the  foregoing
representations  and  warranties,  such  representations  and waranties shall be
deemed modified to the extent necessary to eliminate


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such  inconsistency  and to conform such  representations  and warranties to the
provisions of the Leases.

         ss.4.04.  Seller  is not a  "foreign  person"  as  defined  in the Code
Witholding Section.

         ss.4.05.   The   execution  and  delivery  of  this  contract  and  the
performance  of its  obligations  hereunder  by Seller will not conflct with any
provision of any law or  regulation  to which Seller is subject or any agreement
or  instrment to which Seller is a party or by which it is bound or any order or
decree  applicable to Seller or result in the creation or imposition of any lien
on any of Seller's  assets or  property  which would  materially  and  adversely
affect the ability of Seller to carry out the terms of this contract. Seller has
obtained  any  consent,  approval,  authorization  or  order  of  any  court  or
governental  agency or body required for the execution,  delivery or performance
by Seller of this contract.

         ss.4.06.  With respect to the Addison Premises only,  Seller represents
and warrants to Purchaser as follows:

                  (a) There are no employees at the Addison Premises.

                  (b)  There  are  no  service,   maintenance,   supply   and/or
management contracts affecting the Addison Premises.

                  (c) Seller has no actual  knowledge of any assessment  payable
in annual  installments,  or any part  thereof,  which has  become a lien on the
Addison Premises.

                  (d) Seller has no actual knowledge of any pending  proceedings
or appeals to correct or reduce the assessed valuation of the Addison Premises.

         ss.4.07.  For  purposes  of  this  Section,  the  phrase  "to  Seller's
knowledge"  shall  mean the  actual  knowledge  of Seller  without  any  special
investigation.

         ss.4.08.  The  representations  and  waranties  made by  Seller in this
contract shall be deemed  restated and shall be true and accurate on the Closing
Date.

SECTION 5. ACKNOWLEDGMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser acknowledges that:

         ss.5.01.  (a) With respect to the Syms Premises,  Purchaser has been in
occupancy of the Syms Premises  under the Syms Lease since the  commencement  of
the Syms Lease on December 1, 1978,  is fully  familiar  with the  physical  and
financial  condition  and the state of repair  of the Syms  Premises,  and shall
accept  the  Premises  "as  is"  and in  their  present  condition,  subject  to
reasonable use, wear, tear and natural deterioration between now and the Closing
Date,  without  any  reduction  in the  Purchase  Price  for any  change in such
condition by reason thereof subsequent to the date of this contract.

                  (b) Purchaser has inspected both of the Elmsford  Premises and
Addison  Premises,  is fully  familiar with the physical  condition and state of
repair thereof, and, subject to


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the  provisions  of ss.9.04,  shall  accept the  Elmsford  Premises  and Addison
Premises "as is" and in their  present  condition,  subject to  reasonable  use,
wear, tear and natural  deterioration  between now and the Closing Date, without
any reduction in the Purchase  Price for any change in such  condition by reason
thereof subsequent to the date of this contract.

         ss.5.02.  Before  entering into this contract,  Purchaser has made such
examination of the Premises, the operation,  income and expenses thereof and all
other  matters  affecting or relating to this  transaction  as Purchaser  deemed
necessary. In entering into this contract, Purchaser has not been induced by and
has not relied  upon any  representations,  warranties  or  statements,  whether
express  or   implied,   made  by  Seller  or  any  agent,   employee  or  other
representative  of Seller or by any broker or any other person  representing  or
purporting  to  represent  Seller,  which  are not  expressly  set forth in this
contract, whether or not any such representations, warranties or statements were
made in writing or orally.

         Purchaser represents and warrants to Seller that:

         ss.5.03.  The funds  comprising  the Purchase  Price to be delivered to
Seller in  accordance  with  this  contract  are not  derived  from any  illegal
activity.

         ss.5.04.  Purchaser  has taken all  necessary  action to authorize  the
execution,  delivery  and  performance  of this  contract  and has the power and
authority  to execute,  deliver and perform this  contract  and the  transaction
contemplated hereby. Assuming due authorization,  execution and delivery by each
other party hereto, this contract and all obligations of Purchaser hereunder are
the legal, valid and binding obligations of Purchaser, enforceable in accordance
with the terms of this contract,  except as such  enforcement  may be limited by
bankruptcy,  insolvency,  reorganization  or other  similar laws  affecting  the
enforcement of creditors'  rights generally and by general  principles of equity
(regardless  of whether such  enforceabilty  is  considered  in a proceeding  in
equity or at law).

         ss.5.05.   The   execution  and  delivery  of  this  contract  and  the
performance of its obligations hereunder by Purchaser will not conflict with any
provision  of any  law or  regulation  to  which  Purchaser  is  subject  or any
agreement or instrument to which  Purchaser is a pary or by which it is bound or
any order or decree  applicable  to  Purchaser  or  result  in the  creation  or
imposition  of any lien on any of  Purchaser's  assets or  property  which would
materially and adversely  affect the ability of Purchaser to carry out the terms
of this contract. Purchaser has obtained any consent, approval, authorization or
order of any court or  governental  agency or body  required for the  execution,
delivery or performance by Purchaser of this contract.

 SECTION 6. SELLER'S OBLIGATIONS AS TO LEASES

         ss.6.01.  Between the date of this  contract  and the  Closing,  Seller
shall not permit  occupancy  of, or enter  into any new lease for,  space at the
Addison Property and Seller shall not do anything which could result in an event
of default under or cause the termination of the Elmsford Lease.


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<PAGE>

SECTION 7: RESPONSIBILITY FOR VIOLATIONS

         ss.7.01.  Seller shall have no responsibility  for, and Purchaser shall
accept the  Premises  subject to, all notes or notices of  violations  of law or
governmental ordinances, orders or requirements which were noted or issued prior
to the date of this contract by any  governmental  department,  agency or bureau
having jursdiction as to conditions affecting the Premises.

SECTION 8. DESTRUCTION, DAMAGE OR CONDEMNATION

         ss.8.01.  In the event any damage or  destruction to all or any portion
of the Premises by fire or other  casualty,  this Agreement shall remain in full
force and effect, and Buyer's obligation to pay the full Purchase Price (without
reduction  or  abatement)  and close title to the  Property on the Closing  Date
shall not be affected thereby.

SECTION 9. COVENANTS OF SELLER

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

         ss.9.01.  Seller shall not enter into any new service  contract  unless
the same is  terminable  without  penalty by the then owner of the Premises upon
not more than 30 days' notice.

         ss.9.02.  Seller  shall  maintain  in full force and  effect  until the
Closing the insurance policies covering the Premises as of the date hereof.

         ss.9.03.  Subject to the  rights of the  subtenant  under the  Elmsford
Lease, Seller shall allow Purchaser or Purchaser's representatives 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 OBLIGATIONS

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

         ss.10.01.  (a) With respect to the Syms  Premises,  a statutory form of
bargain and sale deed without  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;

                  (b) With respect to the Elmsford Premises, a statutory form of
bargain and sale deed without  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;

                  (c) With respect to the Addison Premises,  a statutory form of
Warranty  Deed,  properly  executed in proper form for recording so as to convey
the title required by this contract;

                  (d) a Bill of Sale;

                  (e) an Assignment and Assumption of Leases and Contracts;


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<PAGE>



                  (f) an Assignment and Assumption of Ground Leases;

                  (g) with respect to each of the Elmsford Premises and the Syms
Premises, a New York State Combined Real Estate Transfer Tax Return, Credit Line
Mortgage Certificate ("TP-584") prepared, executed and acknowledged by Seller in
proper form for  submission  (together  with a  certified  or bank check for the
amount of such tax);

                  (h) with respect to each of the Elmsford Premises and the Syms
Premises,  a New York State Real Property Transfer Report and any other document
required by law to duly  transfer and convey the Elmsford  Premises and the Syms
Premises;

                  (i) with  respect to the Addison  Premises,  an Illinois  Real
Estate  Transfer  Declaration  and any other  documents  required by law to duly
transfer and convey the Addison Premises;

                  (j) Seller's  certificate  stating  Seller's  federal taxpayer
identification  number  and  certifying  that  Seller is not a  foreign  person,
corporation,  partnership,  trust or estate as defined in the  Internal  Revenue
Code and  Regulations  thereunder,  pursuant to the Foreign  Investment  in Real
Property Tax Act of 1980; and

                  (k) Such other  affidavits  and documents as may be reasonably
required  by the  Purchaser's  title  company  or to  otherwise  effectuate  any
provision of this Agreement.

         ss.10.02.  With respect to the Addison Premises, 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.

         ss.10.03. 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.

         ss.10.04. Checks to the order of the appropriate officers in payment of
all applicable real property transfer taxes and/or document stamps 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,  and (b) a  certification  of non-foreign  status,  in form
required  by the Code  Withholding  Section,  signed  under  penalty of peijury.
Seller understands that such certification wil be retained by Purchaser and will
be made available to the Internal Revenue Service on request.

         ss.10.05.  With respect to the Addison  Premises,  vacant possession of
the Premises in the  condition  required by this  contract (it being  understood
that  Purchaser is currently in possession of the Syms Premises  pursuant to the
Syms Lease); and with respect to the Elmsford Premises, the Elmsford Premises in
"as is"  condition  (it being  understood  that  Bed,  Bath &  Beyond,  Inc.  is
currently in possession of the Elmsford Premises pursuant to the BBB Lease).

         ss.10.06. Any other documents required by this contract to be delivered
by Seller.


                                       9
<PAGE>

SECTION 11. PURCHASER'S CLOSING OBLIGATIONS

         At the Closing, Purchaser shall:

         ss.11.01.  Deliver to Seller  checks or wire  transfer  of  immediately
available  federal  funds to Seller,  in payment of the portion of the  Purchase
Price payable at the Closing, as adjusted for apportionments under Section 12.

         ss.11.02.  Cause the deeds 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.

         ss.11.03.  Deliver any other documents  required by this contract to be
delivered by Purchaser.

SECTION 12. APPORTIONMENTS

         ss.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) any fixed rents,  percentage  rents,  additional rents and
any others sums due and/or payable under the Syms Lease and the Elmsford  Lease;
and

                  (b) real estate taxes,  water charges and sewer rents actually
paid by Seller on account of the Syms Lease and/or  Elmsford  Lease,  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.

         ss.12.02.  With respect to the Addison  Premises  only:  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 rate is fixed, the
apportionment of taxes shall be recomputed.  An 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.

         ss.12.03.   If  any  tenants  are  required  to  pay  percentage  rent,
escalation  charges for real estate taxes,  operating  expenses,  cost-of-living
adjustments  or other charges of a similar nature  ("Additional  Rents") and any
Additional  Rents  are  collected  by  Purchaser  after  the  Closing  which are
attributable  in  whole or in part to any  period  prior  to the  Closing,  then
Purchaser  shall promptly pay to Seller  Seller's  proportionate  share thereof,
less a proportionate share of any reasonable attorneys' fees, costs and expenses
of  collection  thereof,  if and when the  tenant  paying  the same has made all
payments  of rent and  Additional  Rent then due to  Purchaser  pursuant  to the
tenant's Lease, which obligation shall survive the Closing.  If any tenant is or
becomes  entitled  to a refund of  overpayments  of  Additional  Rent  which are
attributable  in whole or in part to any  period  prior to the  Closing,  Seller
shall pay to Purchaser an amount equal to the amount of such refund attributable
to any such period within 10 days after notice from Purchaser,  which obligation
shall survive the Closing.


                                       10
<PAGE>

SECTION 13. OBJECTIONS TO TITLE, FAILURE OF SELLER OR PURCHASER TO PERFORM AND
            VENDEE'S LIEN

         ss.13.01.  Purchaser  shall  promptly order an examination of title and
shall cause a copy of the title report to be forwarded to Seller's attorney upon
receipt.  Seller shall be entitled to a reasonable  adjournent or adjournents of
the  Closing  for up to 60 days or  until  the  expiration  date of any  written
commitment of Purchaser's  Institutional  Lender delivered to Purchaser prior to
the scheduled date of Closing,  whichever occurs first, to remove any defects in
or  objections  to title  noted in such title  report  and any other  defects or
objections which may be disclosed on or prior to the Closing Date.

         ss.13.02.  If Seller shall be unable to convey title to the Premises at
the Closing in  accordance  with the  provisions of ths contract or if Purchaser
shall have any other  grounds  under this contract for refusing to consumate the
purchase provided for herein, Purchaser,  nevertheless, may elect to accept such
title as Seller may be able to convey  without any credit  against the  Purchase
Price or any other credit or liability on the part of Seller. If Purchaser shall
not so elect,  Purchaser may terminate  this contract and the sole  liability of
Seller  shall  be to  refund  the  Downpayment  to  Purchaser  and to  reimburse
Purchaser  for the net  cost of title  examination,  but not to  exceed  the net
amount  charged by  Purchaser's  title company  therefor  without  issuance of a
policy,  and the net cost of updating the existing survey of the Premises or the
net cost of a new survey of the Premises if there was no existing  survey or the
existing  survey was not capable of being  updated and a new survey was required
by Purchaser's  Institutional  Lender. Upon such refund and reimbursement,  this
contract  shall be null and void and the parties hereto shall be relieved of all
further  obligations  and  liability  other than any arising  under  Section 14.
Seller shall not be required to bring any action or  proceeding  or to incur any
expense to cure any title  defect or to enable  Seller  otherwise to comply with
the  provisions of this contract,  but the foregoing  shall not permit Seller to
refuse to pay off at the  Closing,  to the extent of the  monies  payable at the
Closing,  mortgages  or other liens on the  Premises  which can be  satisfied or
discharged by payment of a sum certain, of which Seller has actual knowledge.

         ss.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 fiing  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 offcicial bills
for such taxes, assessments,  water charges, sewer rents, interest and penalties
and  instruments  in recordable  form suffcient 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 ss.2.02.  If Purchaser's  title  insurance  company is willing to
insure both Purchaser and Purchaser's  Institutional  Lender,  if any, that such
charges, liens and encumbrances will not be collected out of or enforced against
the  Premises,  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.


                                       11
<PAGE>

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.

         ss.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.

         ss.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 14. BROKER

         ss.14.01. Seller and Purchaser mutually represent and warrant that that
neither party knows of any broker who has claimed or may have the right to claim
a commission in connection with this transaction, and Seller and Purchaser shall
indemnfy 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 surive the Closing
or, if the Closing does not occur, the termination of this contract.

SECTION 15. NOTICES

         ss.15.01. All notices under this contract shall be in writing and shall
be  delivered  personally  or shall be sent by prepaid  registered  or certified
mail, or by prepaid  overnight courier with receipt  acknowledged,  addressed as
set forth in Schedule D, or as Seller or Purchaser  shall  otherwise  have given
notice as herein provided.

SECTION 16. LIMITATIONS ON SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS
            AND OTHER OBLIGATIONS

         ss.16.01.   Except  as  otherwise   provided  in  this   contract,   no
representations,  waranties,  covenants or other obligations of Seller set forth
in this contract shall surive 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  ss.4.03  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.

         ss.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. MISCELLANEOUS PROVISIONS

         ss.17.01.   This   contract   embodies  and   constitutes   the  entire
understanding  between the parties with respect to the transaction  contemplated
herein, and all prior agreements,


                                       12
<PAGE>

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.

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

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

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

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

         ss.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.

         ss.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.




                                       13
<PAGE>

IN WITNESS WHEREOF, the paries hereto have executed this contract as of the date
first above wrtten.

                                    SELLER:


                                    /s/ Sy Syms
                                    --------------------------------------------
                                    SY SYMS (f/k/a Sy Merns)



                                    PURCHASER:

                                    SYMS CORP.


                                    By: /s/ Antone Moreira
                                        ----------------------------------------
                                        Name: Antone Moreira
                                        Title: Chief Financial Officer








<PAGE>

                                  SCHEDULE A-I

                            DESCRIPTION OF SYMS LAND





<PAGE>

                                  SCHEDULE A-2

                          DESCRIPTION OF ELMSFORD LAND






                                       2


<PAGE>

                                  SCHEDULE A-3

                           DESCRIPTION OF ADDISON LAND





<PAGE>

                                   SCHEDULE B

                              PERMITTED EXCEPTIONS

         1. Zoning  regulations  and  ordinances  which are not  violated by the
existing  structures  or  present  use  thereof  and which do not  render  title
uninsurable.

         2.  Consents by the Seller or any former  owner of the Premises for the
erection of any structure or structures on, under or above any street or streets
on which the Premises may abut.

         3. Unpaid  installments of assessments not due and payable on or before
the Closing Date.

         4.  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.

         5. (a) Rights of utility companies to lay, maintain, install and repair
pipes,  lines, poles,  conduits,  cable boxes and related equipment on, over and
under the  Premises,  provided  that none of such rights  imposes  any  monetary
obligation on the owner of the Premises.

            (b)  Encroachments of stoops,  areas,  cellar steps,  trim cornices,
lintels,  window sills, awnings,  canopies,  ledges,  fences, hedges, coping and
retaining walls  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.

            (c) Revocability or lack of right to maintain  vaults,  coal chutes,
excavations or sub-surface equipment beyond the line of the Premises.

            (d) With respect to the Addison Premises, the state of facts that an
accurate  survey would  disclose,  provided  that such facts do not render title
unmarketable.

            (e) With respect to the Elmsford Premises and the Syms Premises, the
state of facts  disclosed by the Survey  dated  November 29, 2006 and revised on
December  8,  2006 by Gerald  T.  O'Buckley,  Professional  Land  Surveyors  and
Engineers.

            (f) With  respect to the Elmsford  Premises  and the Syms  Premises,
exceptions  numbered 2, 4, 5, 6, 7, 9, on Schedule B of the Title Commitment No.
06NYW10595  dated  November  _, 2006 issued by New York Land  Services,  Inc, on
behalf of Commonwealth Land Title Insurance Company.

         6. The Syms Lease, the Elmsford Lease and the BBB Lease.


<PAGE>

                                   SCHEDULE C

                                 PURCHASE PRICE

The entire Purchase Price shall be paid at Closing.






<PAGE>

                                   SCHEDULE D

                                  MISCELLANEOUS


1.       Title  insurer  designed  by  the  parties  (ss.1.02):  NEW  YORK  LAND
         SERVICES, INC, ON BEHALF OF COMMONWEALTH LAND TITLE INSURANCE COMPANY

2.       Seller's tax identification number (ss.2.05):

3.       Purchaser's tax identification number (ss.2.05):

4.       Scheduled time and date of Closing (ss.3.01):

         a)  With  respect  to the  Syms  Premises  and the  Elmsford  Premises,
         December 21, 2006

         b) With respect to the Addison Premises,  upon Purchaser's receipt of a
         reasonably acceptable title report and ALTA survey of the Premises.

5.       Place of Closing (ss.3.01):  Closing in Escrow though the title insurer
         designated by the parties

6.       Broker, if any (ss.14.01): NONE

7.       Address for notices (ss.15.01):

         If to Seller:                          Sy Syms
                                                625 Park Avenue
                                                New York, New York 10021

         If to Purchaser:                       Syms Corp.
                                                One Syms Way
                                                Secaucus, New Jersey 07094
                                                Attn: Mr. Antone Moreria
                                                Chief Financial Offcer

         with a copy to Purchaser's attorney:   Katsky Korins LLP
                                                605 Third Avenue
                                                New York, New York 10158
                                                Attn: Roy M. Koris, Esq.



<PAGE>

                                   SCHEDULE E


                                   SYMS LEASE

Lease and  Agreement,  dated as of June 21,  1977,  by and  between  Seller,  as
lessor, and Syms  Haberdashery,  Inc., a New York corporation,  as lessee,  with
respect to the Syms Premises,  which Lease was amended by (i) Lease Modification
Agreement,  dated as of July 26, 1983,  by and between  Seller,  as lessor,  and
Syms, Inc. (formerly known as Syms Haberdashery,  Inc.), a New York corporation,
as lessee,  (ii) Lease Modification  Agreement,  dated as of January 1, 1991, by
and between Seller,  as lessor,  and Purchaser,  as lessee and (iii) Third Lease
Modification  Agreement,  made as of December 1, 2002, by and between Seller, as
lessor, and Purchaser, as lessee.

                                 ELMSFORD LEASE

Ground Lease,  dated as of March 18, 1977, by and between Seller, as lessor, and
Elmsford-1l9 Associates,  LLC, as lessee, as evidenced by a Memorandum of Lease,
recorded on October 1, 1998 in Liber 12125 page 232,  which Lease was amended by
(i) First  Amendment,  dated as of April 1,  1998,  by and  between  Seller,  as
lessor,  and  Elsmford-119  Associates,  LLC, as lessee and (ii) certain  Second
Amendment, dated as of September 24, 1998, by and between Seller, as lessor, and
Elsmford-119 Associates, LLC, as lessee.