Exhibit 10.14


[EZ-EM LETTERHEAD]


May 19, 2005


Kalaty Properties Corp.. 

443 Park Avenue South

New York, New York 10016


Re: Agreement for Purchase
and Sale of 717 Main Street, Westbury, New York


Ladies and Gentlemen:


We refer to the Agreement
for Purchase and Sale of 717 Main Street, Westbury, New York (the “Property”),
dated as of the date hereof (the “Agreement”) between E-Z-Em Inc. (the “Seller”)
and Kalaty Properties Corp. (the “Buyer”). All terms used herein and not
defined shall have the meaning set forth in the Agreement.


In connection with
Agreement, the Seller hereby undertakes to remove the pass-through structure
connecting the Property with the adjacent property known as 750 Summa Road,
Westbury, New York. Such removal will be at the expense of the Seller, and will
be completed prior to Closing.


Schedule A hereto provides
the terms and conditions on which the Seller agrees to cooperate with the Buyer
in its efforts to effect a tax-free exchange under Section 1031 of the Internal
Revenue Code.


Very truly yours,


E-Z-EM INC.


	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Dennis J. Curtin

  
	
   

  	
  


  	
   

  
	
  Name:

  	
  Dennis J.
  Curtin

  
	
  Title:

  	
  Senior
  Vice President, Chief Financial Officer

  	
   

  



ACKNOWLEDGED AND AGREED:


KALATY PROPERTIES CORP.


	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Farshad Kalaty

  
	
   

  	
  


  	
   

  
	
  Name:

  	
  Farshad
  Kalaty

  
	
  Title:

  	
  President

  



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Tax-Free Exchange Provision


Seller agrees that at Buyer’s
option, Buyer may require that Seller to take all reasonable steps (including,
without limitation, executing and delivering any and all required documents) so
that Buyer may purchase substitute property and this transaction together with
the purchase of the substitute property shall be together a tax free exchange
for Buyer under Section 1031 of the Internal Revenue Code. All defined terms
have the meaning set forth in the Agreement for Purchase and Sale of 717 Main
Street, Westbury, New York, dated as of the date hereof. In connection
therewith, Seller agrees that such right of Buyer to cause a tax-free exchange
shall include, (but not be limited to) the right of Buyer to assign its right
and interest hereunder to a Qualified Intermediary as provided in IRC
Regulation 1.1031 (k)-1(g) 4 on or before the Closing. Seller agrees to take
all of such steps provided that:


	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  such tax free exchange shall not delay the Closing
  hereunder;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  all deposits, fees and other expenses relating to
  the tax free exchange by Buyer, shall be paid by Buyer;

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Buyer agrees to indemnify and save Seller harmless
  from any loss, liability, claim of liability, or any damage which Seller may
  suffer or incur, including reasonable attorneys’ fees, in connection with any
  actions taken in connection with Buyer’s tax free exchange, except for such
  loss resulting from Seller’s willful default. The provisions of this
  subparagraph (c) shall survive the Closing;

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Seller shall in no way be obligated to pay any
  escrow costs, brokerage commissions, title charges, survey costs, recording
  costs or other charges incurred with respect to Buyer’s replacement property
  in the Exchange or to take title to Buyer’s replacement property;

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  the purchase of the Property shall not be contingent
  or otherwise subject to the consummation of the Exchange;

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Buyer shall timely close in accordance with the
  terms of this Contact notwithstanding any failure, for any reason, of the
  consummation of the Exchange;

  
	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  Seller shall have no responsibility or liability on
  account of the Exchange to any third party involved on the Exchange;

  
	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  Seller shall not be required to make any
  representations or warranties, assume any obligations, spend any
  out-of-pocket sum, or acquire title to any other property in connection with
  the Exchange; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  all representations, warranties, covenants and
  indemnification obligations of the parties to one another, whether set forth
  in this Agreement or otherwise, existing at law or in equity, shall not be
  affected by the Exchange.

  



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