Exhibit 10.13


AGREEMENT FOR PURCHASE AND SALE


717 MAIN STREET


WESTBURY, 

NASSAU COUNTY, NEW YORK


as of May 19, 2005


-108-









	
   

  	
   

  	
   

  	
   

  
	
  TABLE OF CONTENTS

  
	
   


	
  ARTICLE I
  DEFINITIONS

  	
  110

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  II PURCHASE AND SALE

  	
  112

  
	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Purchase and Sale

  	
  112

  
	
  Section 2.2

  	
   

  	
  Purchase Price

  	
  112

  
	
  Section 2.3

  	
   

  	
  Buyer’s Review and
  Seller’s Disclaimer

  	
  112

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III CONDITIONS PRECEDENT

  	
  115

  
	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Conditions

  	
  115

  
	
  Section 3.2

  	
   

  	
  Failure or Waiver of
  Conditions Precedent

  	
  116

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IV REPRESENTATIONS AND WARRANTIES

  	
  116

  
	
   

  	
   

  
	
  Section 4.1

  	
   

  	
  Representations,
  Warranties and Covenants of Buyer

  	
  116

  
	
  Section 4.2

  	
   

  	
  Representations,
  Warranties and Covenants of Seller

  	
  117

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V
  DEPOSIT; REMEDIES

  	
  117

  
	
   

  	
   

  
	
  Section 5.1

  	
   

  	
  Down Payment

  	
  117

  
	
  Section 5.2

  	
   

  	
  Remedies

  	
  118

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI ESCROW AND CLOSING

  	
  119

  
	
   

  	
   

  
	
  Section 6.1

  	
   

  	
  Escrow

  	
  119

  
	
  Section 6.2

  	
   

  	
  Closing Documents

  	
  119

  
	
  Section 6.3

  	
   

  	
  Closing

  	
  120

  
	
  Section 6.4

  	
   

  	
  Prorations

  	
  120

  
	
  Section 6.5

  	
   

  	
  Insurance

  	
  121

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII DAMAGE, DESTRUCTION OR CONDEMNATION

  	
  121

  
	
   

  	
   

  
	
  Section 7.1

  	
   

  	
  Damage, Destruction or
  Condemnation

  	
  121

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII MISCELLANEOUS

  	
  122

  
	
   

  	
   

  
	
  Section 8.1

  	
   

  	
  Brokerage Commissions and
  Finder’s Fees

  	
  122

  
	
  Section 8.2

  	
   

  	
  Escrow Agent

  	
  122

  
	
  Section 8.3

  	
   

  	
  Successors and Assigns

  	
  123

  
	
  Section 8.4

  	
   

  	
  Notices

  	
  123

  
	
  Section 8.5

  	
   

  	
  Time

  	
  123

  
	
  Section 8.6

  	
   

  	
  No Deductions or Offsets

  	
  123

  
	
  Section 8.7

  	
   

  	
  Attorneys’ Fees

  	
  123

  
	
  Section 8.8

  	
   

  	
  Construction

  	
  124

  
	
  Section 8.9

  	
   

  	
  No Survival

  	
  124

  
	
  Section 8.10

  	
   

  	
  Confidentiality

  	
  124

  
	
  Section 8.11

  	
   

  	
  Exculpation

  	
  124

  
	
  Section 8.12

  	
   

  	
  Counterparts

  	
  124

  
	
  Section 8.13

  	
   

  	
  No Recording

  	
  125

  
	
  Section 8.14

  	
   

  	
  No Partnership

  	
  125

  
	
  Section 8.15

  	
   

  	
  Miscellaneous

  	
  125

  
	
  Section 8.16

  	
   

  	
  Choice of Law and
  Jurisdiction

  	
  125

  
	
  Section 8.17

  	
   

  	
  Waiver of Trial by Jury

  	
  125

  



-109-









          THIS
AGREEMENT FOR PURCHASE AND SALE (this “Agreement”) is made and entered into as
of May 19, 2005 by and between E-Z-EM, Inc., a Delaware corporation (“Seller”),
and KALATY PROPERTIES CORP., a New York corporation (“Buyer”). 


        FOR
TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid,
the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer
hereby agree as follows: 


ARTICLE I


DEFINITIONS


	
   

  	
   

  
	
   

  	
  Clean-Up
  shall have the meaning given to it in Section 2.3(c) of this Agreement. 

  
	
   

  	
   

  
	
   

  	
  Close 
  or Closing,  shall have the meaning given to it in Section 6.3 of this
  Agreement. 

  
	
   

  	
   

  
	
   

  	
  Closing Date 
  shall mean the day thirty (30) days from the earlier of (i) the receipt by
  Buyer of a Mortgage Commitment or (ii) the expiration of the Financing
  Period. 

  
	
   

  	
   

  
	
   

  	
  Contract
  Period shall mean the period from the date of this
  Agreement through and including the Closing Date. 

  
	
   

  	
   

  
	
   

  	
  Contract
  Period Damage shall have the meaning given to it in
  Section 7.1 of this Agreement. 

  
	
   

  	
   

  
	
   

  	
  Deed 
  shall have the meaning given to it in Section 6.2 of this Agreement. 

  
	
   

  	
   

  
	
   

  	
  Deposit
   shall have the meaning given to it in Section 5.1 of this Agreement. 

  
	
   

  	
   

  
	
   

  	
  Diligence
  Period shall mean a period commencing on the date of
  this Agreement and ending on the earlier of (i) the waiving or the
  satisfaction of the environmental contingency set forth in Section 3.1(a)
  hereof by notice to Seller or (ii) 5:00 p.m. Eastern Standard Time on June
  18, 2005, time being of the essence. 

  
	
   

  	
   

  
	
   

  	
  Down Payment 
  shall have the meaning given to it in Section 5.1 of this Agreement. 

  
	
   

  	
   

  
	
   

  	
  Environmental
  Assessment shall have the meaning given to it in
  Section 2.3(a) of this Agreement. 

  
	
   

  	
   

  
	
   

  	
  Escrow Agent 
  shall mean Davies Ward Phillips & Vineberg LLP, having an address at 625
  Madison Ave, 12th Floor, New York, New York 10022, Attention:
  Harry G. Heching, Esq., phone: 212-588-5599. 



  
	
   

  	
  Escrow Costs 
  shall have the meaning given to it in Section 5.1 of this Agreement. 

  
	
   

  	
   

  
	
   

  	
  Financing
  Period shall mean the period beginning on the day on
  which the Diligence Period ends and ending on the earlier of (i) the receipt of
  a Mortgage Commitment or (ii) 30 days from the end of the Diligence Period,
  time being of the essence.

  
	
   

  	
   

  
	
   

  	
  Intangible
  Property shall mean any and all governmental
  licenses, permits and approvals held by Seller relating to the occupancy or
  use of the Real Property, any and all existing warranties held by Seller and
  given by third parties with respect to the Real Property, and 

  



-110-









	
   

  	
   

  	
   

  
	
   

  	
  Seller’s
  rights and interests in the service and equipment contracts which Buyer shall
  assume pursuant to this Agreement. 

  
	
   

  	
   

  
	
   

  	
  Mortgage
  Commitment means a commitment for financing of up to
  Three Million Seven Hundred and Three Thousand One Hundred and Twenty Five
  Dollars ($3,703,125.00) at prevailing interest rates for a term not to exceed
  ten (10) years and subject to customary terms and conditions for mortgage
  loans in the metropolitan New York area. 

  
	
   

  	
   

  
	
   

  	
  Permitted
  Encumbrance shall mean: 

  
	
   

  	
   

  
	
   

  	
  (i)

  	
  Rights of
  any utility company to construct, maintain and operate lines, wires, poles,
  cables, distribution boxes and appurtenances thereto, on, under or across the
  Property; 

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  Violations
  of laws, regulations, ordinances, orders or requirements, if any, noted in or
  issued prior to or subsequent to the date hereof by any governmental or
  municipal department or authority having jurisdiction over the Property and
  any conditions constituting such violations, although not so noted or issued;
  

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  Possible
  projections and/or encroachments of any portion of the Property on, under or
  above any adjoining streets of the Property, or within any setback areas, and
  variations between the lines of record title and fences, retaining walls,
  hedges, and the like; 

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  Rights
  contained in instruments of record, if any, so far as the same may be of
  present force or effect, in favor of any public or quasi-public utility; 

  
	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  Binding and
  zoning restrictions, ordinances and regulations affecting the Premises
  heretofore or hereafter adopted by the state, county, city, town or village
  in which any portion of the Property lie or by any other governmental
  authority having jurisdiction thereof, and all amendments or additions
  thereto now in effect or which will be in force and effect on the Closing
  Date; 

  
	
   

  	
   

  	
   

  
	
   

  	
  (vi)

  	
  Real estate
  taxes, ad valorem personal property taxes, water rates, water frontage
  charges and storm sewer and sanitary sewer taxes, and water meter and sewer
  rent charges based thereon and interest and penalties thereon, subject to
  adjustment as hereinafter set forth; 

  
	
   

  	
   

  	
   

  
	
   

  	
  (vii)

  	
  Any state of
  facts which an accurate survey or personal inspection of the Property would
  show provided the same does not materially and adversely impair the uses of
  the Property for the purposes for which the Property are presently used; 

  
	
   

  	
   

  	
   

  
	
   

  	
  (viii)

  	
  Any and all
  other covenants, restrictions, agreements, reversions, easements and matters
  of record, provided that any title insurance company authorized to conduct
  business as such in the State of New York will insure that the same do not
  prohibit the maintenance of the buildings, structures and all other
  improvements on the Real Property; and 

  
	
   

  	
   

  	
   

  
	
   

  	
  (ix)

  	
  such other
  exceptions and encumbrances on title to the Property as are set forth on
  Schedule 1 attached hereto.  

  
	
   

  	
   

  	
   

  
	
   

  	
  Property 
  shall mean the Real Property and Intangible Property.

  



-111-









	
   

  	
   

  
	
   

  	
  Purchase
  Price shall have the meaning given to it in Section
  2.2 of this Agreement. 

  
	
   

  	
   

  
	
   

  	
  Real Estate Commission has the meaning given to it in Section 8.1 of this Agreement. 

  
	
   

  	
   

  
	
   

  	
  Real
  Property shall mean that certain improved real
  property commonly known as 717 Main Street, Westbury, Nassau County, New
  York, as more particularly described on Exhibit A attached hereto, together
  with all buildings, structures and all other improvements thereon including
  all above ground and underground storage tanks systems and associated piping,
  fuel dispensing, pumping, mechanical, control and electrical equipment, and
  any and all rights, privileges, and easements appurtenant thereto, if any,
  owned by Seller. 

  
	
   

  	
   

  
	
   

  	
  Title Binder 
  shall have the meaning given to it in Section 3.1(c) of this Agreement. 

  
	
   

  	
   

  
	
   

  	
  Title
  Company shall mean such title insurance provider as
  is selected by Buyer. 

  



ARTICLE II


PURCHASE AND SALE


	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Purchase and
  Sale.  Seller agrees to sell the Property to Buyer,
  and Buyer agrees to purchase the Property from Seller, upon all of the terms,
  covenants and conditions set forth in this Agreement, free and clear of any
  and all liens except the Permitted Encumbrances. 

  
	
   

  	
   

  	
   

  
	
  Section 2.2

  	
   

  	
  Purchase
  Price.  The purchase price for the Property (the
  “Purchase Price”) shall be the sum of Four Million Nine Hundred and Thirty
  Seven Thousand Five Hundred Dollars ($4,937,500) and shall be payable by
  Buyer to Seller as follows: 

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Buyer shall
  be credited in escrow with the amount of the Deposit described in Section 5.1
  below; 

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Buyer shall
  be credited in escrow with the amount of $100,000 at the time of the Mortgage
  Commitment, as described in Section 5.1 below; 

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  the balance
  of the Purchase Price in the amount of Four Million, Six Hundred and
  Eighty-Seven Thousand, Five Hundred Dollars ($4,687,500) shall be paid
  directly to Seller on the Closing Date, in cash, unendorsed certified or
  official bank check from any bank, savings bank, trust company or saving and
  loan association having a banking office in the State of New York, or wire
  transfer of immediately available federal funds in accordance with wiring
  instructions to be provided by Seller, in the amount of the balance of the
  Purchase Price. 

  
	
   

  	
   

  	
   

  
	
  Section 2.3

  	
   

  	
  Buyer’s
  Review and Seller’s Disclaimer. 

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  During the
  Diligence Period, Buyer shall be permitted to perform, at its own expense,
  such environmental tests and assessments as are customary and standard with respect
  to the purchase and sale of commercial real estate in the New York
  metropolitan area (the “Environmental Assessment”) by a reputable company
  licensed to perform such assessments in the state of New York (“Consultant”).
  

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Seller shall
  permit Consultant reasonable access to the Property during the Diligence
  Period to perform the Environmental Assessment, and shall cooperate with 

  



 


-112-









	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Consultant
  in the performance of the Environmental Assessment but shall not be obligated
  to incur any expense in connection therewith. In connection with any entry by
  Consultant onto the Property, Buyer shall give Seller reasonable advance
  written notice of such entry and shall conduct such entry and any related
  inspections so as to minimize, to the greatest extent possible, interference
  with Seller’s business and otherwise in a manner reasonably acceptable to
  Seller. To the extent Consultant, or its agents, employees or contractors
  cause any damage to, performs any tests on, or otherwise alters the Property
  during any such entry, Buyer shall promptly restore the Property to the
  condition it was in prior to such entry. Without limiting the foregoing,
  prior to any entry to perform any on-site testing, Buyer shall give Seller
  reasonable written notice thereof, including, without limitation, the
  identity of the persons or entities who will perform such testing and the
  location and proposed scope of the testing. Seller shall approve or
  disapprove the proposed testing, which approval shall not be unreasonably withheld,
  within five (5) business days after receipt of such notice; provided Seller
  may condition such approval on receipt of additional security and/or proof of
  adequate insurance from Consultant and any other person or entity performing
  any inspection at the Property. Seller or its representative may be present
  to observe any testing or other inspection performed on the Property. Buyer
  shall promptly deliver to Seller copies of all reports relating to the
  Environmental Assessment of the Real Property performed by the Consultant or
  its agents, employees or contractors and shall not deliver such reports to
  any other person or entity or to any governmental or quasi-governmental
  agency or authority. Buyer shall maintain, and shall ensure that the
  Consultant maintains, public liability and Property damage insurance in
  amounts and in form and substance adequate to insure against all liability of
  Buyer and its agents, employees and contractors, arising out of any entry or
  inspections of the Property pursuant to the provisions hereof, and Buyer
  shall provide Seller with evidence of such insurance coverage upon request by
  Seller. Buyer shall indemnify, reimburse and hold Seller harmless from and
  against any costs, damages, liabilities, losses, expenses, liens or claims
  (including, without limitation, reasonable attorneys’ fees and expenses)
  arising out of or relating to any inspection and/or testing activities
  performed by or on behalf of Buyer, including, without limitation, any
  personal injury, property damage or rental loss resulting from any entry on
  the Property by Buyer, Consultant, its agents, employees or contractors in
  the course of performing the Environmental Assessment on the Property. The
  foregoing obligations and indemnity set forth in this subparagraph (b) shall
  survive beyond Closing, or, if the purchase and sale is not consummated,
  beyond the termination of this Agreement. Buyer hereby agrees that the waiver
  or satisfaction of the condition set forth in Section 3.1 below shall
  constitute an acknowledgement that Seller has given Buyer every opportunity
  to perform an Environmental Assessment. 

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Seller
  agrees that it shall be responsible for remedying adverse environmental
  conditions identified by the Environmental Assessment, only to the extent provided
  in the immediately following two sentences. Seller may, at its option, either
  (a) arrange for and oversee the prescribed clean-up steps required to cure
  such adverse environmental conditions (the “Clean-Up”), or (b) provide Buyer
  with a credit against the purchase price (an “Environmental Credit”) for the
  estimated cost of the Clean-Up (as determined by a written estimate stated in
  the Environmental Assessment, or if not stated, to be obtained by the
  Consultant on behalf of the parties, and subject to the approval of both
  parties). In no event shall (i) Seller be 

  



-113-









	
   

  	
   

  	
   

  
	
   

  	
   

  	
  required to
  expend in excess of $100,000.00 in respect of the cost of the Clean-Up, or
  (ii) the amount of the Environmental Credit required to be paid by Seller
  exceed $100,000.00 (the “Threshold Amount”). Notwithstanding the foregoing,
  should a prospective lender condition its Mortgage Commitment on the removal
  of certain storage tanks located on the Property, Seller shall undertake such
  removal, at Seller’s own expense. 

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  SELLER
  DISCLAIMS THE MAKING OF ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR
  IMPLIED, REGARDING THE PROPERTY OR MATTERS AFFECTING THE PROPERTY, INCLUDING,
  WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY, THE QUALITY OF
  ANY WORK OR MATERIALS USED IN CONNECTION WITH THE IMPROVEMENTS ON THE REAL
  PROPERTY, TITLE TO OR THE BOUNDARIES OF THE REAL PROPERTY, PEST CONTROL
  MATTERS, SOIL CONDITION, HAZARDOUS WASTE, TOXIC SUBSTANCE OR OTHER
  ENVIRONMENTAL MATTERS, COMPLIANCE WITH BUILDING, HEALTH, SAFETY, LAND USE AND
  ZONING LAWS, REGULATIONS AND ORDERS, STRUCTURAL AND OTHER ENGINEERING
  CHARACTERISTICS, TRAFFIC PATTERNS, THE DEVELOPMENT POTENTIAL OF THE PROPERTY
  AND THE PROPERTY’S USE, FITNESS, VALUE, OR ADEQUACY FOR ANY PARTICULAR
  PURPOSE, AND ALL OTHER INFORMATION PERTAINING TO THE PROPERTY. BUYER,
  MOREOVER, ACKNOWLEDGES THAT (I) BUYER HAS ENTERED INTO THIS AGREEMENT WITH
  THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE
  STRUCTURAL CONDITION SURVEY, ENVIRONMENTAL, FINANCIAL AND LEGAL CONDITION OF
  THE PROPERTY, AND (II) BUYER SHALL PURCHASE THE PROPERTY IN ITS “AS-IS” AND
  “WHERE-IS” CONDITION ON THE CLOSING DATE. 

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  Buyer its
  agents, employees, contractors, affiliates, successors and assigns, hereby
  releases and forever discharges Seller, its agents, affiliates, successors,
  assigns, Seller’s investment manager, partners and officers from any and all
  rights, claims and demands at law or in equity, whether direct or indirect,
  foreseen or unforeseen, or known or unknown at the time of this Agreement,
  which Buyer has or may have in the future, arising out of, or in any way
  connected with, the structural, survey, environmental, financial or legal
  condition of the Property, or any law or regulation applicable thereto. 

  
	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  Buyer hereby
  specifically acknowledges that Buyer has carefully reviewed this Section 2.3
  and discussed its import with legal counsel and that the provisions of this
  Section 2.3 are a material part of this Agreement. The disclaimer and release
  contained in this Section 2.3 shall not merge with the transfer of title and
  shall survive the Closing Date, the recordation of the Deed or any
  termination of this Agreement. 

  



-114-









ARTICLE III


CONDITIONS PRECEDENT


	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Conditions. 
  Notwithstanding anything in this Agreement to the contrary, Buyer’s
  obligation to purchase and Seller’s obligation to sell shall be subject to
  and contingent upon the satisfaction or waiver of the following conditions
  precedent: 

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
   

  	
  Provided
  that all of the following shall have occurred: (i) Buyer shall have arranged
  for an Environmental Assessment of the Property to be performed during the
  Diligence Period; (ii) such Environmental Assessment results in findings of
  adverse environmental conditions at the Property which will cost in excess of
  the Threshold Amount to cure and (iii) Buyer shall have provided a copy of
  the Environmental Assessment and written estimate of the cost of the Clean-Up
  to Seller prior to the end of the Diligence Period, Seller shall have the
  right to cancel this Agreement in lieu of giving an Environmental Credit or
  performing the prescribed Clean-Up, upon written notice to Buyer within ten
  (10) days of receipt of the Environmental Assessment and written estimate of
  the cost of the Clean-Up of its intention to cancel this Agreement, this
  Agreement shall be deemed automatically cancelled, except as provided in the
  immediately following sentence. In the event Seller has elected to cancel
  this Agreement pursuant to the immediately preceding sentence, Buyer shall
  have the option, in Buyer’s sole discretion, to be exercised by written
  notice to Seller, received by Seller within ten (10) days of Buyer’s receipt
  of Seller’s cancellation notice, time being of the essence with respect to
  such date, to agree to proceed to Closing subject to the property being
  delivered on an “as-is” basis, as provided in Section 2.3(d) of this
  Agreement, including any adverse environmental conditions identified in the
  Environmental Assessment, and subject to an Environmental Credit in the
  Threshold Amount, in which event the Agreement shall not be cancelled and the
  Parties shall Close pursuant to this Agreement. 

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
  Provided
  that all of the following shall have occurred: (i) Buyer shall have promptly
  applied for financing in an amount not to exceed Three Million Seven Hundred
  and Three Thousand One Hundred and Twenty Five Dollars ($3,703,125.00), at
  prevailing interest rates, for a term not to exceed ten (10) years and
  subject to such terms and conditions as would typically apply to commercial
  mortgage financing in the metropolitan New York area; (ii) Buyer has made
  such application with at least two (2) commercial lenders and has used commercially
  reasonable efforts to comply with the requirements of such lenders; (iii)
  Buyer fails to secure a Mortgage Commitment by the last day of the Financing
  Period; and (iv) Buyer has provided evidence of such unsuccessful
  applications along with notice to Seller of its cancellation of this
  Agreement (a “Cancellation Notice”), this Agreement shall be deemed
  automatically cancelled.  

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
  Buyer shall
  immediately order a title insurance binder (the “Title Binder”) from Title
  Company. Promptly after receipt of the Title Binder from Title Company, Buyer
  shall (i) forward copies of the Title Binder to Seller’s attorneys and (ii)
  give written notice to Seller, with a copy of such notice to Seller’s
  attorneys, of objections to title other than the Permitted Encumbrances, if
  any, appearing in the Title Binder which Buyer has not herein agreed to take
  subject to, it being agreed by Buyer that Buyer will agree to accept title to
  the Property subject to the Permitted Encumbrances, and that failure to raise
  any such objections within 72 hours following both (i) receipt of 

  



-115-









	
   

  	
   

  	
   

  
	
   

  	
   

  	
  the Title
  Binder from the Title Company (which Buyer shall ensure has been
  simultaneously provided to Seller) and (ii) receipt of notice from Seller
  stating that Buyer must provide notice of title objections which it will not
  take subject to, shall be deemed a waiver by Buyer of any such objections. If
  Seller shall desire to remove such objections (it being understood that
  Seller shall be under no obligation to remove any objections, or to commence
  any action or proceeding, or to incur any expense in connection therewith,
  except that Seller agrees to pay and discharge all mortgages and other
  financial liens and encumbrances affecting the Property that it has
  voluntarily entered into), Seller shall be entitled to a reasonable
  adjournment of the Closing Date set forth herein, whereupon Seller shall have
  until such new closing date to dispose of any such objections, at no cost or
  expense to Seller. Any attempt by Seller to cure an objection shall not per
  se be construed as an admission by Seller that such objection is one that
  will give Buyer the right to terminate this Agreement. If Seller elects not,
  or is unable, to cure any such title objections, Buyer’s sole and exclusive
  remedies are to terminate this Agreement by sending a Cancellation Notice to
  Seller or to proceed to Closing with no abatement or reductions to the
  Purchase Price. 

  
	
   

  	
   

  	
   

  
	
  Section 3.2

  	
   

  	
  Failure or
  Waiver of Conditions Precedent. In the event this
  Agreement shall be terminated pursuant to Section 3.1, this Agreement shall
  terminate, all rights and obligations hereunder of each party shall be
  discharged (except for the obligations and undertakings which pursuant to
  this Agreement shall survive the termination hereof), and Escrow Agent shall
  return the Deposit to Buyer plus any interest which may have accrued thereon,
  unless Buyer shall not have restored the Property pursuant to Section 2.3(b),
  in which event Escrow Agent shall first disburse to Seller the amount necessary
  to complete such restoration, and Buyer shall remain liable to pay to Seller
  any balance due in respect thereof. Buyer shall provide to Seller copies of
  all reports, studies and other information with respect to the Property
  generated by any third-party hired by Buyer. Buyer’s failure to send a
  Cancellation Notice pursuant to Section 3.1 on or before the end of the
  Diligence Period in the case of subsection (b), or within five (5) days of
  Seller’s notice to Buyer that Seller elects not to, or is unable to, cure any
  title objections in the case of subsection (c), time being of the essence
  with respect to each of such dates, shall constitute an agreement by Buyer to
  waive said contingencies and proceed to Closing pursuant to this Agreement.
  In any event, the Closing shall be deemed to constitute an irrevocable waiver
  by Buyer of any remaining unfulfilled conditions.

  



ARTICLE IV


REPRESENTATIONS AND WARRANTIES


	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1

  	
   

  	
  Representations,
  Warranties and Covenants of Buyer. In order to
  induce Seller to enter into this Agreement and to perform its obligations
  hereunder, Buyer represents, warrants and covenants to and agrees with Seller
  that: 

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
   

  	
  Buyer (i) is
  a corporation duly organized, validly existing and in good standing under the
  laws of the State of New York, (ii) has the full power and authority to
  purchase the Property and to execute this Agreement and all documents
  contemplated hereby and incur the obligations contemplated herein, and (iii)
  has taken all actions and obtained all consents and approvals required for
  the consummation of the transactions contemplated by this Agreement,
  including all 

  



-116-









	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  such actions
  and consents required pursuant to any law and Buyer’s corporate by-laws in
  connection with this Agreement. 

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
  Neither the
  execution, nor the delivery of, nor the performance under this Agreement or
  any other document executed and delivered by it (both contemporaneously
  herewith or at Closing) in connection with the transaction contemplated
  hereby is precluded by, will conflict with, result in a breach of, or violate
  any provision of (i) any existing Federal, state, local or other governmental
  or quasi-governmental law, statute, ordinance, restriction, rule or
  regulation, or (ii) any judgment, order, decree, writ or injunction of any
  court or governmental department, commission, board, bureau, agency or
  instrumentality applicable to Buyer.

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.2

  	
   

  	
  Representations,
  Warranties and Covenants of Seller. In order to
  induce Buyer to enter into this Agreement and to perform its obligations
  hereunder, Seller represents, warrants and covenants to and agrees with Buyer
  that:

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
   

  	
  Seller (i)
  is a corporation duly organized, validly existing and in good standing under
  the laws of the State of Delaware, (ii) has the full power and authority to
  sell and convey the Property and to execute this Agreement and all documents
  contemplated hereby and incur the obligations contemplated herein, and (iii)
  has taken all actions and obtained all consents and approvals required for the
  consummation of the transactions contemplated by this Agreement, including
  all such actions and consents required pursuant to any law and Seller’s
  corporate By-laws in connection with this Agreement.

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
  Neither the
  execution, nor the delivery of, nor the performance under this Agreement or
  any other document executed and delivered by it (both contemporaneously
  herewith or at Closing) in connection with the transaction contemplated
  hereby is precluded by, will conflict with, result in a breach of, or violate
  any provision of (i) any existing Federal, state, local or other governmental
  or quasi-governmental law, statute, ordinance, restriction, rule or
  regulation, or (ii) any judgment, order, decree, writ or injunction of any
  court or governmental department, commission, board, bureau, agency or
  instrumentality applicable to Seller.

  



ARTICLE V


DEPOSIT; REMEDIES


	
   

  	
   

  	
   

  
	
  Section 5.1

  	
   

  	
  Down
  Payment. Simultaneously with the execution of this
  Agreement, Buyer shall deliver to Escrow Agent a certified or bank check or
  cash in the sum of One Hundred and Fifty Thousand Dollars ($150,000) (the
  “Deposit”). Escrow Agent shall deposit such sum into an interest-bearing,
  federally-insured account, to be held for the account of Buyer and Seller
  (the “Escrow Account”). The Internal Revenue Service Employer Identification
  Number (“EIN”) of Buyer is 13-3673013. The EIN of Seller is 11-1999504. At
  the time of the Mortgage Commitment, Buyer shall deliver to Escrow Agent a
  certified or bank check or cash in the sum of One Hundred Thousand Dollars
  ($100,000), such amount together with the Deposit, to being referred to
  herein as the “Down Payment”). At Closing, Escrow Agent shall disburse the
  Down Payment and all interest which has accrued thereon, to Seller. In 

  



-117-









	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  the event
  this Agreement is terminated pursuant to Section 3.1 hereof, the terms and
  conditions of Section 3.2 hereof shall apply. If Buyer fails to Close, Escrow
  Agent shall pay the Down Payment to Seller. 

  
	
   

  	
   

  	
   

  
	
  Section 5.2

  	
   

  	
  Remedies.

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
   

  	
  In the event
  that Buyer shall have fully performed or tendered performance of its
  obligations hereunder and Seller shall be unable to perform its obligations
  hereunder, Buyer shall be entitled only to terminate this Agreement pursuant
  to Section 3.1 hereof, whereupon all rights and obligations hereunder of each
  party shall be discharge, except for those rights and obligations which shall
  survive the termination of this Agreement pursuant to the terms hereof. In
  the alternative, if Seller is able to perform its obligations hereunder
  without being required to expend money in respect thereof (it being
  understood and agreed that Seller shall not be obligated to expend any funds
  other than its legal fees in connection with Closing), and if Buyer shall not
  have elected to terminate this Agreement, Buyer shall be entitled, as its
  sole and exclusive remedy, to sue for specific performance. 

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
  IF BUYER
  FAILS TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, FAILS TO CLOSE ON
  THE CLOSING DATE OR OTHERWISE COMMITS A DEFAULT HEREUNDER, SELLER, AT ITS
  OPTION, MAY TERMINATE THIS AGREEMENT WITHOUT NOTICE AND THEREUPON SELLER
  SHALL BE ENTITLED TO RETAIN THE DOWN PAYMENT AS LIQUIDATED DAMAGES (AND NOT
  AS A PENALTY) AND AS SELLER’S SOLE REMEDY AND RELIEF HEREUNDER (EXCEPT FOR
  THOSE OBLIGATIONS AND UNDERTAKINGS WHICH PURSUANT TO THIS AGREEMENT SHALL
  SURVIVE THE TERMINATION HEREOF). IN SUCH EVENT, ESCROW AGENT, IF IT HAS NOT
  PREVIOUSLY DONE SO, SHALL IMMEDIATELY DELIVER THE DOWN PAYMENT AND ALL
  INTEREST WHICH HAS ACCRUED THEREON TO SELLER AS LIQUIDATED DAMAGES UNDER AND
  IN CONNECTION WITH THIS AGREEMENT WITHOUT THE NECESSITY OF GIVING NOTICE TO
  BUYER AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY
  INSTRUCTIONS CONTAINED IN ESCROW AGENT’S GENERAL PROVISIONS. SELLER AND BUYER
  HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE EXTREMELY
  DIFFICULT AND IMPRACTICABLE TO ASCERTAIN AND CALCULATE ON THE DATE HEREOF THE
  AMOUNT OF ACTUAL DAMAGES SUSTAINED BY SELLER FOR THE BREACH BY BUYER UNDER
  THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTIONS
  CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD
  RECEIVE AS A RESULT OF BUYER’S BREACH OR DEFAULT, AND SELLER AND BUYER AGREE
  THAT THESE SUMS REPRESENT REASONABLE COMPENSATION TO SELLER FOR SUCH BREACH.
  NOTWITHSTANDING THE FOREGOING (I) IN THE EVENT OF ANY OTHER DEFAULT BY BUYER
  UNDER THIS AGREEMENT, SELLER SHALL HAVE ANY AND ALL RIGHTS AND REMEDIES
  AVAILABLE AT LAW OR IN EQUITY BY REASON OF SUCH DEFAULT, AND (II) THE PROVISIONS
  OF THIS SECTION 5.2(B) SHALL 

  



-118-









	
      

  	
    

  
	
   

  	
  NOT LIMIT OR
  AFFECT ANY OF BUYER’S INDEMNITIES AS PROVIDED IN OTHER SECTIONS OF THIS
  AGREEMENT. 

  





	
    

  	
    

  	
    

  
	
  /s/ DJC

  	
   

  	
  /s/ FK

  
	
  


  	
   

  	
  


  
	
   SELLER’S INITIALS

  	
   

  	
  BUYER’S
  INITIALS 

  



ARTICLE VI


ESCROW AND CLOSING


	
     

  	
    

  	
    

  	
    

  	
    

  
	
  Section 6.1

  	
   

  	
  Escrow.

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
   

  	
  The Escrow
  Account for the purchase and sale contemplated by this Agreement has been
  opened for Buyer by Escrow Agent. Buyer and Seller each authorizes the Escrow
  Agent to hold and disburse the Down Payment as provided in this Agreement.

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.2 

  	
   

  	
  Closing
  Documents.

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
   

  	
  Seller shall
  deposit with Title Company the following documents (the “Closing Documents”):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  a bargain
  and sale deed without covenants to the Real Property (the “Deed”); 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  a bill of
  sale; 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (3)

  	
  a
  certificate from Seller certifying the information required by Section 1445
  of the Internal Revenue Code and the regulations issued thereunder to
  establish, for the purposes of satisfying Buyer’s tax withholding
  obligations, that Seller is not a “foreign person” as defined in Internal
  Revenue Code §1445(f)(3) (the “FIRPTA Certificate”); 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (4)

  	
  a New York
  State Combined Real Estate Transfer Tax Return, Credit Line Mortgage
  Certificate and Certification of Exemption from the Payment of Estimated
  Personal Income Tax (Form TP-584); 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (5)

  	
  a New York
  State Real Property Transfer Report (RP-5217); and 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
  Buyer shall
  deposit with Title Company the following documents:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  a New York
  State Combined Real Estate Transfer Tax Return, Credit Line Mortgage
  Certificate and Certification of Exemption from the Payment of Estimated
  Personal Income Tax (Form TP-584); 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  a bill of
  sale; 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (3)

  	
  a New York
  State Real Property Transfer Report (RP-5217); and 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
  Contemporaneously
  with Closing, Seller shall deliver to Buyer the following, to the extent in
  Seller’s possession or control and to the extent not previously delivered:
  the originals (or copies) of all contracts; the originals (or copies) of any
  governmental licenses, permits and approvals held by Seller relating to the
  Property,

  



-119-









	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  including,
  without limitation, all original Certificates of Occupancy and any existing
  warranties held by Seller relating to the Property; and all sets of all
  master keys to the improvements of the Real Property. All the foregoing shall
  become the property of Buyer at Closing. 

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
   

  	
  Contemporaneously
  with Closing, Seller shall deliver to Title Company payment of any and all
  New York State and local real property transfer taxes in connection with this
  Agreement and the transaction contemplated thereby, including, but not
  limited to, an unendorsed certified or official bank check drawn to the order
  of the recording officer of the county in which the deeds are to be recorded
  for the documentary stamps to be affixed thereto in accordance with Article
  31 of the Tax Law.

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.3

  	
   

  	
  Closing. 
  On the Closing Date, Title Company shall close (“Close”, or “Closing”) by:

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
   

  	
  arranging for
  recording the Deed in the official property records of Nassau County, New
  York;

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
  issuing a
  Buyer’s title policy to Buyer (at Buyer’s sole cost and expense);

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
  delivering
  to Buyer the FIRPTA Certificate, the counterpart of the bill of sale executed
  by Seller and Buyer, and a copy of all other materials delivered pursuant to
  Section 6.2;

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
   

  	
  delivering
  to Seller a copy of all materials delivered to Title Company; and

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
   

  	
  paying all
  documentary and other real property transfer taxes incurred in connection
  with Closing.

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.4

  	
   

  	
  Prorations.

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
   

  	
  Real estate
  taxes and assessments, personal property taxes, if any, and all other items
  of income and expense with respect to the Property shall be prorated between
  Seller and Buyer as of the Closing Date. All such items attributable to the
  period through and including the Closing Date shall be credited to Seller.
  All such items attributable to the period following the Closing Date shall be
  credited to Buyer. Seller shall be credited at Closing with any refundable
  deposits or bonds held by any utility, governmental agency or service
  contractor with respect to the Property as of the Closing Date, and such
  deposits and bonds shall thereafter become the property of Buyer and shall
  remain posted for Buyer’s benefit.

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
  Seller and
  Buyer shall cooperate to produce on or before the Closing Date a schedule of
  prorations as complete and accurate as reasonably possible. All prorations
  which can be liquidated accurately or reasonably estimated as of the Closing
  Date shall be made in escrow on the Closing Date. All other prorations, and
  adjustments to initial estimated prorations, shall be made by Buyer and
  Seller with due diligence and cooperation within thirty (30) days following
  the Closing Date, or such later time as may be required to obtain necessary
  information for proration, but in no event later than ninety (90) days
  following the Closing Date. Any net credit due one party from the other as a
  result of such post-closing prorations and

  



-120-









	
   

  	
   

  	
   

  
	
   

  	
   

  	
  adjustments
  shall be paid by the other in cash immediately upon the parties’ written
  agreement to a final schedule of post-closing prorations and adjustments. 

  
	
   

  	
   

  	
   

  
	
  Section 6.5

  	
   

  	
  Insurance.
  Seller’s existing blanket fire and extended coverage insurance policy, as it
  affects the Property, shall be cancelled as of the Closing Date, and Seller
  shall receive any premium refund due thereon.

  



ARTICLE VII


DAMAGE, DESTRUCTION OR CONDEMNATION


	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1

  	
   

  	
  Damage,
  Destruction or Condemnation.

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
   

  	
  Subject to
  the provisions of subsection (b) below, Buyer shall be bound to purchase the
  Property for the Purchase Price as required by the terms of this Agreement
  without regard to the occurrence during the Contract Period of any damage to
  or destruction of the improvements on the Real Property or any condemnation
  thereof (“Contract Period Damage”). Buyer shall receive a credit against the
  Purchase Price in the amount of any insurance or condemnation proceeds (net
  of reasonable costs incurred in securing such proceeds) collected by Seller
  prior to the Closing Date as a result of any Contract Period Damage (and, if
  any insurance proceeds have been collected, the amount of any deductible on
  the insurance policy) and not expended by Seller on repair, replacement or
  restoration of the Property pursuant to subsection (c) below. If the proceeds
  have not been collected as of the Closing Date, there shall be no credit
  against the Purchase Price (other than the amount of the deductible), and
  such proceeds shall be assigned to Buyer (less the amount of any expenditures
  by Seller to repair or restore the Property). 

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
  Notwithstanding
  the foregoing, if Contract Period Damage occurs and the cost of repair,
  replacement or restoration of the Property as estimated by Seller exceeds One
  Hundred Thousand dollars ($100,000.00), either party may elect to terminate
  this Agreement by written notice to the other given not more than ten (10)
  days following the date that Seller notifies Buyer in writing of such damage,
  destruction or condemnation and assigns an estimated valuation thereto, but
  in no event later than the scheduled Closing Date. Upon termination of this
  Agreement pursuant to this paragraph, Seller shall cause Escrow Agent to
  return to Buyer the Down Payment and all rights and obligations hereunder of
  each party shall be at an end, except for those obligations and undertakings
  which pursuant to this Agreement shall survive the termination hereof. In the
  event neither party timely elects to terminate this Agreement pursuant to
  this subsection (b), the provisions of subsection (a) above shall be
  applicable. 

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
  Notwithstanding
  anything in this Agreement to the contrary, the insurance proceeds to be
  credited or delivered to Buyer pursuant to this Section 7.1 shall exclude
  business interruption or rental loss insurance proceeds, if any, allocable to
  the period through the Closing Date, which proceeds shall be retained by
  Seller. 

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
   

  	
  This Section
  7.1 shall be in lieu of the provisions contained in Section 5-1311 of the
  General Obligations Law. 

  



-121-








ARTICLE VIII


MISCELLANEOUS


	
   

  	
   

  	
   

  
	
  Section 8.1

  	
   

  	
  Brokerage
  Commissions and Finder’s Fees. Each party to this
  Agreement warrants to the other that no person or entity, other than Schacker
  Real Estate Corp. and Park Place Realty Group, LLC (collectively, the “Broker”)
  is entitled to a real estate commission, real estate finder’s fee, real
  estate acquisition fee or other real estate brokerage-type compensation
  (collectively, “Real Estate Commission”) based upon the acts of that party
  with respect to the transaction contemplated by this Agreement. Each party to
  this Agreement hereby agrees to indemnify and defend the other against and to
  hold the other harmless from any and all loss, cost, liability or expense
  (including, but not limited to attorneys’ fees and returned commissions)
  resulting from any claim for Real Estate Compensation by any person or entity
  other than the Broker, based upon the acts of the indemnifying party. The
  provisions of this Section 8.1 shall survive Closing or, if the purchase and
  sale is not consummated, any termination of this Agreement. Seller agrees to
  pay Broker a Real Estate Commission pursuant to a separate agreement. 

  
	
   

  	
   

  	
   

  
	
  Section 8.2

  	
   

  	
  Escrow
  Agent. 

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  It is
  understood and agreed that Escrow Agent’s only duties and obligations
  hereunder are as expressly set forth in this Agreement. Escrow Agent shall
  have the right to consult with separate counsel of its own choosing (if it
  deems such consultation advisable) and shall not be liable for any action
  taken, suffered, or omitted by it in accordance with the advice of such
  counsel. Escrow Agent shall be protected in acting upon any written or oral
  communication notice, certificate, or instrument or document believed by it
  to be genuine and to be properly given or executed without the necessity of
  verifying the truth or accuracy of the same or the authority of the person
  giving or executing the same. In the event of a dispute between the parties
  relating to the Down Payment Escrow Agent may elect to deposit the Down Payment
  in any court of competent jurisdiction. 

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Upon
  disposing of the Down Payment in accordance with the provisions of this
  Agreement, Escrow Agent shall be relieved and discharged of all claims and
  liabilities relating to the Down Payment, and shall not be subject to any
  claims or surcharges made by or on behalf of either party hereto. 

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  The fact
  that Escrow Agent is acting as such under this Agreement shall not in any way
  prevent it from representing Seller or any other party with respect to this 

  



-122-









	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Agreement,
  the transactions herein contemplated, and any litigation arising out of this
  Agreement. 

  
	
   

  	
   

  	
   

  
	
  Section 8.3

  	
   

  	
  Successors
  and Assigns. This Agreement shall be binding upon
  and inure to the benefit of the parties hereto, their successors and assigns,
  provided that Buyer may not assign its interest under this Agreement without
  the prior written consent of Seller, which consent Seller may give or
  withhold in its sole and absolute discretion. 

  
	
   

  	
   

  	
   

  
	
  Section 8.4

  	
   

  	
  Notices.
  All notices required to be given pursuant to the terms hereof must be in
  writing and shall be either personally delivered, deposited in the United
  States express mail or first class mail, registered or certified return
  receipt requested, postage prepaid, sent via a nationally-recognized
  overnight courier, or sent by telephone facsimile and addressed as follows
  (or to any other address which Seller, Buyer or Escrow Agent may designate
  from time to time by notice delivered pursuant to this Section): 

  






	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To Seller:

  	
   

  	
  E-Z-EM Inc.

  
	
   

  	
   

  	
   

  	
  iPark
  Building

  
	
   

  	
   

  	
   

  	
  Suite LL-26

  
	
   

  	
   

  	
   

  	
  1111 Marcus
  Avenue

  
	
   

  	
   

  	
   

  	
  Lake
  Success, New York 11042

  
	
   

  	
   

  	
   

  	
  Fax: (516)
  302-2921

  
	
   

  	
   

  	
   

  	
  Attn: Arthur
  Zimmet

  
	
   

  	
  To Buyer:

  	
   

  	
  KALATY
  PROPERTIES CORP.

  
	
   

  	
   

  	
   

  	
  443 Park
  Avenue South

  
	
   

  	
   

  	
   

  	
  New York,
  New York 10016

  
	
   

  	
   

  	
   

  	
  Fax: (212)
  689-2705

  
	
   

  	
   

  	
   

  	
  Attn:
  Farshad Kalaty

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To Escrow

  	
   

  	
  Davies Ward
  Phillips & Vineberg LLP

  
	
   

  	
  Agent:

  	
   

  	
  625 Madison
  Avenue

  
	
   

  	
   

  	
   

  	
  12th
  Floor

  
	
   

  	
   

  	
   

  	
  New York, NY
  10022

  
	
   

  	
   

  	
   

  	
  Attn: Harry
  Heching

  






	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  All notices
  shall be deemed given when received. 

  
	
   

  	
   

  	
   

  
	
  Section 8.5

  	
   

  	
  Time.
  Notwithstanding anything to the contrary herein, time shall be of the essence
  with respect to the terms setting forth the Diligence Period and the
  Financing Period. In the event that the date for performance of any
  obligation hereunder falls on a Saturday, Sunday, or nationally-recognized
  holiday, such date shall be extended to the next regular business day. 

  
	
   

  	
   

  	
   

  
	
  Section 8.6

  	
   

  	
  No
  Deductions or Offsets. Buyer acknowledges that the
  Purchase Price to be paid for the Property pursuant to this Agreement is a
  net amount and shall not be subject to any offsets or deductions other than
  as expressly provided in Article VII and other than prorations and Closing
  costs as expressly provided in Sections 2.2 and 6.4. 

  
	
   

  	
   

  	
   

  
	
  Section 8.7

  	
   

  	
  Attorneys’
  Fees. In the event any dispute between Buyer and
  Seller should result in litigation, the prevailing party shall be reimbursed
  for all reasonable fees, costs and expenses incurred in connection with such
  litigation, and any appeals or petitions 

  



-123-









	
   

  	
   

  	
   

  
	
   

  	
   

  	
  taken therefrom,
  whether such litigation occurs in any judicial proceeding, administrative
  proceeding or any bankruptcy proceeding, including, without limitation,
  reasonable attorneys’ fees and expenses. 

  
	
   

  	
   

  	
   

  
	
  Section 8.8

  	
   

  	
  Construction.
  The parties acknowledge that each party and its counsel have reviewed and
  revised this Agreement and that the normal rule of construction to the effect
  that any ambiguities are to be resolved against the drafting party shall not
  be employed in the interpretation of this Agreement or any amendments or
  exhibits hereto. The captions and headings used in this Agreement are for
  convenience of reference only and shall not affect the construction to be
  given any of the provisions hereof. Wherever the context requires, the gender
  of all words used in this Agreement shall include the masculine, feminine and
  neuter and the number of all words shall include the singular and plural. The
  provisions of this Agreement are not intended to benefit any third parties. 

  
	
   

  	
   

  	
   

  
	
  Section 8.9

  	
   

  	
  No Survival.
  Except as otherwise provided in this Agreement, no representations,
  warranties, covenants or obligations hereunder shall survive Closing, and no
  action based thereon may be commenced after Closing. Buyer acknowledges that
  delivery of the Deed by Seller, and acceptance thereof by Buyer, at Closing
  shall constitute full performance by Seller of all of Seller’s covenants and
  obligations pursuant to this Agreement. 

  
	
   

  	
   

  	
   

  
	
  Section 8.10

  	
   

  	
  Confidentiality.
  The parties agree not to advertise or publish any information regarding this
  transaction until Closing. Buyer further agrees not to deliver or distribute
  to any third party any material received from Seller or Seller’s agents,
  employees, contractors, affiliates, successors or assigns or Buyer’s agents,
  affiliates, successors or assigns concerning the Property prior to Closing,
  provided that Buyer may deliver such material to its advisors, potential
  lenders and potential investors (to the extent reasonably necessary or
  appropriate for such investors to make their investment decisions), so long
  as such parties agree to maintain such material confidential and not to
  deliver such material to any third party. Buyer shall indemnify and defend
  Seller against and hold Seller harmless from any and all loss, cost,
  liability and expense (including reasonable attorneys’ fees and expenses)
  arising out of Buyer’s failure to keep any acquired information relating to
  the Property confidential in accordance with this Section 8.10. The
  provisions of this Section 8.10 shall survive the Closing Date and any
  termination of this Agreement. 

  
	
   

  	
   

  	
   

  
	
  Section 8.11

  	
   

  	
  Exculpation.
  Seller and Buyer agree that their respective remedies shall be limited as set
  forth in Section 5.2 above. In no event shall Seller or Buyer seek
  satisfaction for any rights or remedies hereunder or under any document or
  instrument executed in connection herewith (including any Closing Documents)
  from any of the officers, directors, shareholders or agents of the other or
  their respective investment managers. The provisions of this Section 8.11
  shall survive the Closing Date or any termination of this Agreement. 

  
	
   

  	
   

  	
   

  
	
  Section 8.12

  	
   

  	
  Counterparts.
  This Agreement may be executed in one or more counterparts. All counterparts
  so executed shall be deemed and original and constitute one and the same
  instrument, binding on all parties, even though all parties are not signatory
  to the same counterpart. 

  



-124-









	
   

  	
   

  	
   

  
	
  Section 8.13

  	
   

  	
  No Recording.
  Neither this Agreement or any memorandum or short form hereof may be recorded
  by Buyer. 

  
	
   

  	
   

  	
   

  
	
  Section 8.14

  	
   

  	
  No
  Partnership. The relationship of the parties hereto
  is solely that of seller and buyer with respect to the Property and no joint
  venture or other partnership exists between the parties hereto. Neither party
  has any fiduciary relationship hereunder to the other.

  
	
   

  	
   

  	
   

  
	
  Section 8.15

  	
   

  	
  Miscellaneous.
  This Agreement (including all schedules and exhibits annexed hereto) contains
  the entire agreement between the parties hereto with respect to the sale of
  the Property and supersedes all prior understandings, if any, with respect
  thereto. All oral or written prior statements, representations or promises,
  if any, and all prior negotiations and agreements are superseded by this
  Agreement and merged herein. If any term or provision of this Agreement or any
  application thereof shall be invalid or unenforceable, the remainder of this
  Agreement and any other application thereof shall not be affected thereby.
  This Agreement may not be modified, terminated or amended nor any of its
  provisions waived except by a written instrument signed by the party to be
  charged or by its agent duly authorized in writing. 

  
	
   

  	
   

  	
   

  
	
  Section 8.16

  	
   

  	
  Choice of
  Law and Jurisdiction. This Agreement and all
  disputes arising therefrom, shall be interpreted under, and governed by, the
  laws of the State of New York, and the parties hereto hereby submit to the
  jurisdiction of the federal and state courts located in the City of New York
  with respect to any litigation arising out of this Agreement and the
  transactions herein described. 

  
	
   

  	
   

  	
   

  
	
  Section 8.17

  	
   

  	
  Waiver of
  Trial by Jury. EACH PARTY WAIVES ANY RIGHT IT MAY
  HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH ANY
  FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCE DOCUMENT.
  THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT. 

  



[The remainder of this page intentionally
left blank.]


-125-









          IN
WITNESS WHEREOF, Seller and Buyer have executed this Agreement for Purchase and
Sale on the date first written above. 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SELLER:

  	
   

  	
  BUYER:

  
	
   

  	
   

  	
   

  
	
  E-Z-EM, INC.

  	
   

  	
  KALATY
  PROPERTIES CORP.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Dennis J. Curtin

  	
   

  	
  By:

  	
  /s/  Farshad Kalaty

  
	
   

  	
  


  	
   

  	
   

  	
  


  
	
   

  	
   

  	
  Name:

  	
  Dennis J. Curtin

  	
   

  	
   

  	
   

  	
  Name:

  	
  Farshad Kalaty

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  Chief Financial Officer

  	
   

  	
   

  	
   

  	
  Title:

  	
  President

  



ACKNOWLEDGED
AND AGREED: 


ESCROW AGENT: 


DAVIES WARD
PHILLIPS & VINEBERG

LLP 


	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Davies
  Ward Phillips & Vineberg LLP

  
	
   

  	
  


  
	
   

  	
  Name:

  	
  Davies Ward Phillips &

  Vineberg LLP

  
	
   

  	
  Title:

  	
   

  



-126-