REAL ESTATE SALE AGREEMENT





         THIS REAL ESTATE SALE AGREEMENT  (hereinafter  sometimes referred to as
the  "Agreement")  is made this 2nd day of February,  2000,  by and between EAST
MORRIS REALTY  ASSOCIATES,  L.L.C., a limited  liability company of the State of
New Jersey, having an address at 16 Elm Street, P. O. Box 1656, Morristown,  New
Jersey 07960 ("Seller") and INTEGRATED ANALYTICAL  LABORATORIES,  LLC, a limited
liability  company  of New  Jersey,  having an  address  at 273  Franklin  Road,
Randolph, New Jersey 07869 ("Buyer").


                                    RECITALS


1.       Seller  is the  owner of all ten  (10)  units  and  100% of all  common
         elements in an industrial  condominium  known as "Millbrook  Industrial
         Park  Condominium"  created by that certain Master Deed dated September
         12, 1986 and recorded on December 24, 1986 in the Morris County Clerk's
         office in Book 2911 of Deeds at page 122 etc.  The  building  and units
         are utilized by five (5) tenants for the following uses:

         a)       Units 1 and 2, J&M Carpet Express for a showroom and warehouse
                  for  carpeting and flooring,  including  offices,  storage and
                  shipping.

         b)       Unit 3, Philip Morris for general warehousing and office for
                  sale of cigarettes.

         c)       Unit 4, Applied Nutrition for a supply,  storage and repair
                  facility and office for computer business.

         d)       Unit  5,  Internetwork  Services  for  supply,  storage  and
                  repair facility and office for computer business.

         e)       Units 6-10, Integrated Analytical  Laboratories for management
                  and  consulting   services  in  the  environmental  field  and
                  environmental testing laboratory.


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         The real estate is  described  in Exhibit I attached  hereto.  The real
         estate shall hereafter be referred to as the Property.

2.       Seller,  for and in  consideration of the purchase price as adjusted as
         hereinafter  provided,  to be paid as  stipulated  herein,  and also in
         consideration of the terms, covenants and agreements to be performed by
         Buyer as set forth herein, agrees to convey the Property to Buyer, free
         from all encumbrances except as otherwise specifically  hereinafter set
         forth, by bargain and sale deed with covenants  against  grantor's acts
         on the date herein fixed for closing of title to the Property.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and agreements  hereinafter  set forth,  the parties  hereto  mutually
covenant and agree as follows:


1.       DEFINITIONS

         The  following  terms,  when  capitalized,  shall  have  the  following
         meanings:

         "Agreement" - means, when fully executed by Seller and Buyer, this Real
         Estate Sale Agreement.

         "Agreement Date", "date of this Agreement", and words of similar import
         - means the date upon which all parties to this Agreement have received
         fully executed copies of this Agreement.

         "Buyer" - means Integrated Analytical  Laboratories,  LLC, a New Jersey
         limited liability company.

         "Buyer's Attorney" - means Lawrence B. Seidman, Esq., P. O. Box 5430,
         Parsippany, New Jersey 07054.

         "Closing" - means the  delivery of the deed to the  Property  and other
         required  documents  of  conveyance  by the Seller to the Buyer and the
         simultaneous payment of the Purchase Price to Seller, all in accordance
         with this Agreement.

         "Closing  Date" - means the date and time  specified  in Section 8.1 of
         this  Agreement  on which  Seller  shall  convey  title to the Property
         pursuant to this Agreement.

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         "Deposit - means the monies payable by Buyer  together with interest on
          account of this  Agreement  pursuant to Sections 3 and 5.

         "Due  Diligence" - means the process  whereby the Buyer shall undertake
         an investigation  and review as to the feasibility and  appropriateness
         of the Property for their  intended use within the context of the terms
         of this Agreement.

         "Industrial  Site  Recovery  Act"  -  means  N.J.S.A.   13:1K-6,  et
         seq.,  the regulations   promulgated   thereunder,   and  any
         successor   legislation   or regulations.

         "NJDEP" - means the New Jersey Department of Environmental Protection.

         "Property" - means the lands and building described on Exhibit I.

         "Purchase  Price" - means ONE MILLION EIGHT HUNDRED FIFTY  THOUSAND AND
         NO/100  DOLLARS  ($1,850,000.00),  as  same  may  be  adjusted  and  as
         hereinafter provided.

         "Seller's  Attorney" - means  Dillon,  Bitar & Luther,  53 Maple
         Avenue,  P. O. Box 398,  Morristown,  New Jersey  07963-0398,
         Attention:  Garth F. Weber.

         "Termination  Notice" - means a  written  instrument  terminating  this
         Agreement in accordance  with the terms of this Agreement and which has
         been provided in conformity with Section 6.2 of this Agreement.

2.       SALE AND PUCHASE OF THE PROPERTY

         Seller  hereby  agrees to sell and  convey  to Buyer  and Buyer  hereby
         agrees to  purchase  from  Seller,  upon the terms and  subject  to the
         conditions  hereinafter set forth,  good and marketable title, free and
         clear of any liens or encumbrances in and to the Property  insurable by
         a reputable  title  insurance  company doing  business in New Jersey at
         regular rates and in accordance  with this Agreement  together with the
         following:

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         (a)      all the rights and  appurtenances  pertaining to the Property,
                  including  any right,  title and  interest of Seller in and to
                  adjacent streets,  roads, alleys and rights-of-ways  presently
                  existing  or created in the  future,  including  the  existing
                  Leaseholds; and

         (b)      such other  rights and  interest as may be  specified  in this
                  Agreement  to be sold,  transferred,  assigned  or conveyed by
                  Seller to Buyer.

         (c)      None of the  exceptions  above set forth shall prevent the use
                  of the premises as currently used and specified in paragraph 1
                  of the recitals.

3.       PURCHASE PRICE AND MANNER OF PAYMENT

         Purchase  Price:  The Purchase Price (as may be adjusted as hereinafteR
         provided) shall be paid by the Buyer to the Seller in the following
         manner:

         Upon signing of this Agreement                       92,500.00

         By Buyer obtaining a mortgage as
         hereinafter provided in Paragraph 4               1,387,500.00

         Balance to be paid at closing by
         certified or bank cashier's check                   370,000.00
                                                          -------------

                                               Total      $1,850,000.00

4.       MORTGAGE CONTINGENCY

         Buyer's   obligation  to  consummate  this  Agreement  is  specifically
         contingent upon Buyer obtaining a mortgage  commitment from a reputable
         financial  institution in the principal amount of  $1,387,500.00  based
         upon an interest  rate no greater  than 8-1/2% per annum with a minimum
         term of ten  (10)  years  based  on a  twenty  (20)  year  amortization
         schedule.  The  said  mortgage  commitment  is  to be  obtained  within
         forty-five (45) days from the date of this  Agreement,  the application
         for such  mortgage  the Buyer  agrees  to make  without  delay.  If the
         mortgage  commitment has not been received  within said forty-five (45)
         day period,  then either party shall have the right to  terminate  this
         Agreement  by notice  to the other in  writing,  and the  Seller  shall
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         return to the Buyer all deposit monies paid by Buyer and this Agreement
         shall be declared  null and void  without any further  right,  claim or
         demand of either  party  against  the other for any  damages  or claims
         arising directly or indirectly therefrom.

         Seller  acknowledges  that in order for Buyer to obtain a mortgage  and
         close title, the  requirements,  which shall be at the cost and expense
         of Buyer, may include the following:

                  a.       procurement of a Phase I Environmental Audit

                  b.       procurement of tenant estoppel letters and
                           subordination, non-disturbance and attornment
                           agreements

                  c.       structural inspection by an engineer

                  d.       survey

                  e.       internal review of the leases

         Seller agrees to cooperate with the Buyer to furnish the necessary data
for processing Buyer's mortgage application.

5.       DEPOSIT MONIES

         All deposit  monies will be held in trust by Dillon,  Bitar & Luther in
         an interest-bearing account until closing of title. All interest earned
         on the account shall be divided equally between the parties at closing.
         Seller's  Tax   Identification   Number  is  22-2627664.   Buyer's  Tax
         Identification Number is 22-3498363.  If closing does not occur through
         no fault of the Buyer,  all deposit  monies  together with the interest
         earned thereon will be returned to the Buyer.

6.       CONDITIONS OF CLOSING

         6.1      The obligations of Buyer  hereunder  (including its obligation
                  to  close  the   transaction   and   consummate  the  purchase
                  contemplated  hereby) are subject to the conditions  precedent
                  set  forth in this  Section  Six  (any or all of which  may be
                  waived by Buyer by an instrument in writing  making  reference

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                  to this  Section Six or other  applicable  provisions  of this
                  Agreement).  If any of the conditions  precedent  cannot be or
                  are  not  satisfied,   Buyer  or  Seller  may  terminate  this
                  Agreement in accordance with its terms and Buyer shall receive
                  the return of its deposit monies, unless Buyer is the cause of
                  the failure to satisfy the conditions precedent, in which case
                  Buyer  agrees  that the  Deposit  shall be paid to  Seller  as
                  liquidated damages.

                  a.       Status  Quo  of  the  Property.   Seller  shall  not,
                           directly or indirectly, undertake any construction or
                           other work (except for  necessary  repairs)  upon the
                           Property  except  such work as Seller is  directed to
                           undertake   by   any   governmental   agency   having
                           jurisdiction   over  the  Property,   or  any  action
                           required to satisfy  any  condition  of any  approval
                           obtained  by Seller  with  respect  to the  Property.
                           Seller  shall  not  enter  into  any new  leases,  or
                           modify,  amend,  or  terminate  any  existing  leases
                           without Buyer's consent which may be withheld for any
                           reason or no reason.

                  b.       Zoning.  Buyer shall have confirmed that the Property
                           either lies in a zoning district that permits the use
                           of the Property as currently used, or that these uses
                           exist as prior, non-conforming permitted uses.

                  c.       Title Requirements. Buyer shall have satisfied itself
                           within  sixty  (60) days from the  execution  of this
                           Agreement that the  requirements of Section 7 of this
                           Agreement are satisfied.

                  d.       ISRA.   Seller   shall   have   complied   with   the
                           requirements  of  Section  11 of  this  Agreement  in
                           compliance with the Industrial Site Recovery Act.

                  e.       Due Diligence.  During the period  beginning with the
                           date hereof  first above  written,  and ending on the
                           date  thirty  (30)  days from the date  hereof,  (the
                           "Feasibility  period Date"),  Buyer shall, at Buyer's

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                           sole cost and expense,  conduct its own due diligence
                           investigation  into the  condition  of the  Premises,
                           including  but not  limited  to, the roof,  building,
                           structure,  HVAC,  electrical,   plumbing,  financial
                           records and the leases  existing in  connection  with
                           the Premises.

                           In  the  event  Buyer  determines,  in its  sole  and
                           absolute  discretion,   that  any  of  the  foregoing
                           conditions are not satisfactory,  or Buyer determines
                           for any  other  reason  that it does  not  desire  to
                           complete  the purchase of the  Premises,  Buyer shall
                           notify  Sellers  in  writing  of  that  determination
                           within the ten (10) days after the  expiration of the
                           Feasibility Period Date. Upon such notification, this
                           Agreement  shall terminate and be of no further force
                           and  affect,  neither  party  shall  hereto  have any
                           further  liability  to the  other,  and  Buyer  shall
                           receive  a refund  of the  Deposit  and any  interest
                           thereon (as defined in Section 5 hereof).

         6.2      Termination.  If any of the conditions  precedent set forth in
                  Section  6.1 are not  satisfied  within  the time  frames  set
                  forth,  this Agreement may be terminated by Buyer delivering a
                  Termination Notice to Seller,  which Notice shall be effective
                  upon  delivery.  In the event this  Agreement is terminated in
                  accordance  with  the  terms of this  Subsection  6.2 then the
                  Deposit,  and all interest earned  thereon,  shall be promptly
                  returned to Buyer.  The period in which  Buyer must  terminate
                  the  Agreement  pursuant to this Section 6.2 shall end at 5:00
                  P.M. on the forty-fifth  (45th) day following receipt by Buyer
                  of a fully executed Agreement.

7.       TITLE REQUIREMENTS; TITLE EVIDENCE

         7.1      Type of Deed;  Exceptions  to  Title.  The  Property  shall be
                  conveyed  to Buyer by Seller at Closing by a bargain  and sale
                  deed  with  covenants  against  grantor's  acts  free  of  all
                  encumbrances,  covenants,  restrictions,  easement agreements,
                  rights-of-way,  and liens of any kind  whatsoever,  except (a)
                  all utility  easements on that  portion of the Property  which

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                  fronts upon a public road; (b) restrictions of record provided
                  (i)  they  would  not  prohibit  the  use of the  Property  as
                  currently used for  manufacturing,  storage or light assembly;
                  (ii) they have not been  violated  prior to Closing  and (iii)
                  violation  would not  result in  forfeiture  or  reversion  of
                  title;  and (c) such facts as an  accurate  survey may reveal,
                  provided  such  facts do not  render  title  unmarketable  nor
                  prevent the use of the  premises as presently  used.  The Deed
                  shall  contain  a  description  in  accordance  with a  survey
                  prepared on behalf of the Buyer,  at the Buyer's sole cost and
                  expense.

         7.2      Title Search.  Buyer shall apply for a report of title ("Title
                  Insurance  Binder")  from a  title  insurance  company  of its
                  selection  ("Title  Company")  authorized  and  licensed to do
                  business in the State of New Jersey,  promptly upon  execution
                  of this  Agreement  and  shall  pursue  delivery  of the Title
                  Insurance Binder from the Title Company to Seller's  Attorney.
                  Upon receipt of the Title Insurance Binder (and amendments and
                  endorsements to same),  Buyer shall give Seller written notice
                  within  sixty  (60)  days of the  date of  this  Agreement  of
                  defects or exceptions in title requiring  correction,  and the
                  requirements  of the  Title  Company  for  correction  of such
                  defects.  In  the  event  a  defect  or  exception  cannot  be
                  corrected  within  thirty  (30) days of  Seller's  receipt  of
                  Buyer's  notice,  or Seller shall be unwilling to correct such
                  defect or exception, either party may terminate this Agreement
                  upon delivery of a Termination Notice to the other party. Upon
                  termination of this Agreement pursuant to this paragraph,  the
                  Deposit shall be immediately  returned to Buyer and the rights
                  and  obligations  of the  Buyer  and  Seller  hereunder  shall
                  terminate. Notwithstanding the right of either party hereto to
                  terminate   this   Agreement,   Buyer  shall  have  the  right
                  nonetheless  to proceed to Closing  without  reference to such
                  title  defect or  exception  and without an  abatement  in the
                  Purchase Price as a result of such defect or exception.

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         7.3      Leases. Title shall be conveyed subject to the Leases attached
                  hereto as Exhibit II. At closing  Seller shall assign to Buyer
                  any and all  security  deposits  which  Seller is holding  and
                  shall furnish letters of attornment to each tenant.

8.       CLOSING OF TITLE

         8.1      Date and  Place of  closing.  Buyer and  Seller  agree to make
                  March 15, 2000 the  estimated  date for  closing.  The closing
                  shall take place at Buyer's attorney's office, as long as same
                  is located in northern New Jersey.

                  In the event Seller is awaiting  evidence of  compliance  with
                  ISRA  pursuant to Section 11 of this  Agreement,  or is in the
                  process  of  complying  with its other  obligations  under the
                  Agreement,  the closing shall take place within  fourteen (14)
                  days of  receipt  of  evidence  of  satisfaction  of any  such
                  contingencies  from Seller.  Notwith-standing  the  foregoing,
                  neither  party shall be  compelled  to close  earlier than the
                  estimated date provided herein.

         8.2      Delivery of Good and Marketable Title. At the closing,  Seller
                  shall deliver a bargain and sale deed with  covenants  against
                  grantor's  acts.  Such Property  title shall be insurable by a
                  title insurance  company licensed to do business in New Jersey
                  at ordinary rates.  At the closing,  Seller shall, in addition
                  to the deed and other documents referred to in this Agreement,
                  furnish  to Buyer an  affidavit  of  title  in usual  form,  a
                  resolution,  and such  other  documents  as may be  reasonably
                  required  or   necessary   to  deliver  and  convey  good  and
                  marketable  title to Buyer in accordance  with this Agreement,
                  or as may be  reasonably  required by Buyer's  Title  Company.
                  Buyer shall have the right to discharge  any  encumbrances  or
                  objections  to title  which can be  removed  by  payment  of a
                  liquidated  sum at  closing  with the  proceeds  of  sale.  At
                  closing Seller shall deliver to Buyer an assignment of any and
                  all  warranties  that  Seller  may  have  with  regard  to the
                  premises  such  as the  roof,  water  proofing,  or any  other
                  capital improvement.

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         8.3      Adjustment at Closing. Taxes and municipal assessments (except
                  as otherwise  provided in this  Agreement)  shall be adjusted,
                  apportioned  and  allowed as of the  Closing  Date.  Any other
                  adjustment,   including  adjustments  for  insurance,   rents,
                  profits,  water or sewer fees, and the like,  shall be allowed
                  and  apportioned  as of the  Closing  Date.  Seller  shall  be
                  responsible for payment of the New Jersey Realty Transfer Tax.
                  In the  event any  assessment  for any  municipal  improvement
                  completed  prior to the Closing Date shall be imposed upon the
                  Property  or any  portion  thereof,  the same shall be paid in
                  full by the Seller or allowed as a credit against the Purchase
                  Price  whether  or  not  such  assessment  may be  payable  in
                  installments.  In the  event  any such  assessment  for  which
                  Seller is  responsible  is unconfirmed as of the Closing Date,
                  the Seller  shall  escrow  with the Buyer's  Title  Company an
                  amount reasonably estimated to satisfy the pending assessment.
                  In the event the assessment,  when confirmed, is less than the
                  escrowed  sum, the balance  shall be promptly  returned to the
                  Seller. In the event the assessment,  when confirmed,  is more
                  than the  escrowed  sum,  the Seller  shall  promptly  pay the
                  balance. This provision shall survive the Closing.  Seller has
                  received no notice of any assessments for public improvements.

9.       BROKERAGE FEES AND COMMISSIONS

         Each  party  represents  to the other  that no real  estate  broker was
         instrumental in negotiating this transaction.

10.      FIRPTA REPESENTATION

         Seller  represents  that it is an entity formed and existing  under the
         laws of the  State  of New  Jersey,  and  hence is not  subject  to the
         Foreign  Investment  in Real  Property  Tax Act of 1980.  Seller  shall
         deliver the  appropriate  certification  of its  non-foreign  status at
         closing.

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11.  INDUSTRIAL SITE RECOVERY ACT

               A.   As a condition  precedent to Buyer's  obligation to purchase
                    the Property, Seller shall have received from the Industrial
                    Site Element or its successor  ("Element") of the NJDEP,  on
                    or  before   the   Closing,   a   non-applicability   letter
                    considering  all uses  conducted on the Property,  for which
                    Seller shall apply pursuant to the Industrial  Site Recovery
                    Act.  Seller   represents   that  its  Standard   Industrial
                    Classification Number (SIC Number) is 6512 If this condition
                    precedent  shall not have been  satisfied  on or before  the
                    ninetieth  (90th) day following the date of this  Agreement,
                    Buyer shall have the right to void this  Agreement on notice
                    to Seller,  in which event  neither party shall be under any
                    further obligation to the other, with the exception that the
                    Deposit,  together with interest, shall be promptly returned
                    to the Buyer.  Seller shall make  application for the letter
                    of  non-applicability in accordance with the Industrial Site
                    Recovery  Act  within  thirty  (30) days of the date of this
                    Agreement and shall  simultaneously  provide to Buyer a copy
                    of the application(s).

                    In the event application for a non-applicability letter
                    is  inappropriate,  Seller  shall,  within  thirty (30) days
                    after    denial   of   its   request   for   a   letter   of
                    non-applicability,   apply  for  a  de  minimis   exception,
                    negative  declaration or letter of no further action.  Buyer
                    shall have the right to terminate  the Agreement and receive
                    the return of any and all  monies  paid in  connection  with
                    this  Agreement  if  a  de  minimis  exception,  a  negative
                    declaration  or letter of no further  action is not received
                    within six (6) months of the execution of this Agreement.

               B.   Buyer  shall,  at Buyer's  sole cost and  expense,  obtain a
                    "Phase I  Environmental  Assessment"  report with respect to
                    the Premises  within thirty (30) calendar days from the date
                    of this  Agreement.  A copy of said report shall be provided
                    to Seller  within the  aforesaid  time period.  In the event
                    Buyer deems the Phase I to be  unsatisfactory in any respect
                    whatsoever,  in its sole and non-reviewable  judgment, Buyer

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                    may  terminate  this  Agreement  upon ten (10)  days  notice
                    thereafter and Seller shall return the Deposit together with
                    all interest thereon to Buyer.

12.      CONDEMNATION

         If, at any time prior to Closing, all or any part of the Property shall
         be taken,  or threatened  to be taken,  in the exercise of the power of
         eminent domain by any public or private authority, then Buyer may, upon
         written  notice to the  Seller,  terminate  this  Agreement,  provided,
         however,  that in the event of a partial taking of the Property,  Buyer
         shall not be permitted to terminate  this  Agreement  unless:  (i) that
         portion  of the  Property  taken or sought to be taken  amounts to more
         than ten (10%) percent of the land  constituting the Property;  or (ii)
         any such condemnation or taking effectively restricts ingress or egress
         to the  Real  Property.  Seller  has no  notice  of  any  potential  or
         prospective condemnation proceeding.

13.      LIQUIDATED DAMAGES

         In the event that the Buyer should  default under this  Agreement,  the
         parties  agree that the damages  that  Seller will  sustain as a result
         thereof  will be  difficult,  if not  impossible,  to  ascertain;  and,
         therefore,  the parties agree that in the event of Buyer's default, the
         Seller  shall be  entitled,  as his sole  remedy  for  Buyer's  default
         hereunder,  to the deposit  together with the interest  earned thereon.
         The Buyer shall have no further liability beyond said deposit.

         LIABILITY OF SELLER

         The  liability  of the Seller  hereunder in the event of default in the
         performance of any of the terms and provisions of this Agreement on the
         part of Seller to be performed  is hereby  limited to the return of the
         Deposit  to  Buyer,  with  interest,  and upon  return  to Buyer of its
         Deposit,  the liability of Seller shall wholly  cease,  and Buyer shall
         have no further  claim  against  Seller  for any  default,  breach,  or
         violation hereof; provided, however, that the foregoing shall not limit
         Buyer's right to obtain specific  performance of Seller's obligation to
         convey title pursuant to this Agreement.

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14.      RIGHT OF ENTRY

         After execution of the Agreement,  Buyer shall have the right,  subject
         to  respective  rights of tenants,  to enter upon the  property for the
         purposes of  investigating  the  Property's  condition  and preparing a
         survey or other plans required for Buyer to consummate  the sale.  Such
         right of entry  shall  extend to Buyer's  representatives,  agents,  or
         individual  contractors which will be retained by Buyer to perform such
         activity.  Buyer  shall  indemnify  and hold Seller  harmless  from all
         claims  for  injuries  to  persons  or  damage to  property,  including
         reasonable  attorney fees, arising out of Buyer's entry, or that of its
         representatives, agents or individual contractors, as provided herein.

15.      RISK OF LOSS

         By virtue of  ownership of the premises the risk of loss shall be under
         the  Seller  until  closing  of  title.  In  the  event  of  damage  or
         destruction  to the  property  and if the cost of  restoration  thereof
         shall be  $180,000.00  or more,  then in that event  either party shall
         have the right to terminate this Agreement,  in which event all deposit
         monies and interest earned thereon shall be returned to the Buyer.

         Notwithstanding any of the above, if the Seller elects to terminate the
         contract,  Buyer shall have the right to  reinstate  the  Agreement  in
         accordance  with the terms  hereof  and  receive  the  proceeds  of the
         insurance paid on account of damage.

16.      CERTIFICATE OF OCCUPANCY, SMOKE DETECTOR, SEPTIC AND/OR WELL WATER
         CERTIFICATION

         If required by state,  county or local  regulation,  Seller  shall,  at
         Seller's own cost and expense, provide an unconditional  Certificate of
         Occupancy, and Smoke Detector Certification at closing and deliver same
         to Buyer.  Seller  shall,  at Seller's  sole cost and  expense  (not to
         exceed  $1,000.00),  effect all  necessary  repairs  and/or  other work
         necessary to obtain any such Certificate and/or Certifications.  In the
         event the cost to obtain said Certificate or Certification shall exceed

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         $1,000.00,  Seller may, upon notice to Buyer,  terminate this Agreement
         and return the Deposit with  interest to Buyer,  unless Buyer elects to
         pay for the cost of such  Certifications  and/or Certificates in excess
         of $1,000.00.

17.      REPESENTATIONS, WARRANTIES AND COVENANT OF SELLER

         To the best of their knowledge,  information and belief,  Seller hereby
         makes the following representations,  warranties and covenants to Buyer
         which representations, warranties and covenants are true and correct as
         of the date  hereof  and  shall be true and  correct  as of the date of
         closing:

         A.       The execution  and  consummation  of this  Agreement by Seller
                  will not violate,  conflict with or constitute a default under
                  any  Agreement or other  instrument to which Seller is a party
                  or by which Seller is bound;

         B.       All documents and  instruments to be executed and delivered by
                  Seller in  connection  with  this  Agreement  will be  legally
                  enforceable, valid and binding obligations of Seller;

         C.       Seller has good and marketable  title to the Property.  Seller
                  represents that there are no encumbrances or liens against the
                  Property  except for its  mortgage  loan with  Banco  Popular.
                  Seller shall be permitted to pay-off this loan,  and any other
                  lien or  encumbrance  against the Property out of the proceeds
                  at  closing.  Seller  further  represents  that  they  will do
                  nothing to impair or encumber the Property;

         D.       To the best of Seller's  knowledge,  there are no  outstanding
                  taxes of any type due and owing on the  Property,  other  than
                  currently   real  estate  taxes.   To  the  best  of  Seller's
                  knowledge,  there are no assessments  for public  improvements
                  whether confirmed,  unconfirmed,  completed, approved, pending
                  or  under  construction  as of the  date  of  this  Agreement.
                  Notwithstanding,  and in any event,  Seller shall pay all such
                  assessments at closing;

                                       14
<PAGE>


         E.       Seller will cooperate with Buyer with regard to processing any
                  application for financing;

         F.       Seller  shall  assign  all  leases   respecting   the  various
                  tenancies  on the  Property to Buyer at closing of title.  The
                  names and  addresses of all current  tenants on the  Property,
                  and the amounts of their  monthly  rents are listed on Exhibit
                  "III"  hereto.  Seller  agrees to provide Buyer with copies of
                  all written leases with said tenants within five (5) days from
                  the date of this Agreement. Seller further represents that all
                  payments  due and owing  under the  terms of said  leases  are
                  current; and

         G.       Seller  certifies,  represents  and warrants that there are no
                  pending or  threatened  claim,  action,  complaint,  notice of
                  violation or proceeding by any governmental authority or third
                  party  respecting the Property arising out of any violation or
                  alleged violation of any environmental law.

18.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER

         Buyer,  to the best of its knowledge,  information  and belief,  hereby
         makes  the  following  representations,  warranties  and  covenants  to
         Seller,  which  representations,  warranties and covenants are true and
         correct as of the date  hereof and shall be true and  correct as of the
         date of closing:

         A.       Buyer is financially  capable of entering into and
                  consummating  the  transaction  contemplated by this Agreement
                  in accordance with the terms hereof;

         B.       The  execution and  consummation  of this  Agreement  will not
                  violate,  conflict  with,  or  constitute a default  under any
                  Agreement or other instrument to which Buyer is a party, or by
                  which Buyer is bound.  Buyer has full power and  authority  to
                  perform and consummate  this Agreement in accordance  with the
                  terms and conditions herein contained;

         C.       All documents and  instruments to be executed and delivered by
                  Buyer  in  connection  with  this  Agreement  will be  legally
                  enforceable, valid and binding obligations of Buyer; and

                                       15
<PAGE>


         D.       Except  as  otherwise  set  forth  in  this  Agreement,  Buyer
                  acknowledges  that it is  accepting  the  Property  in "as is"
                  condition.

19.      CONDEMNATION

         In the  event  condemnation  or  eminent  domain  proceedings  shall be
         commenced,  before closing,  by any governmental or  quasi-governmental
         authority having jurisdiction therefor against all or any material part
         of the Property,  Buyer may, at its option,  by giving notice to Seller
         within  ten  (10)  days  after  its  receipt  of  the  notice  of  such
         proceedings, terminate this Agreement. Seller agrees to serve a copy of
         all such notices on Buyer  within ten (10) days of Seller's  receipt of
         such notice.

         In the event of a non-material  condemnation or if Buyer does not elect
         to terminate this Agreement,  then any award in  condemnation  shall be
         assigned to Buyer at closing, or if paid to Seller prior thereto, shall
         be credited  against the unpaid  balance of the  purchase  price due at
         closing.  If Buyer  determines not to terminate this Agreement,  Seller
         shall not adjust or settle any  condemnation  awards  without the prior
         written  approval of Buyer and shall allow Buyer to  participate in all
         proceedings.

20       PERSONAL PROPERTY AND FIXTURES

         All personal  property and fixtures  belong to Seller,  if any,  unless
         otherwise  specifically  excluded  elsewhere  in  this  Agreement,  are
         included in the sale.

21.      RIGHT TO ASSIGN CONTRACT

         Buyer  shall have the right to assign  this  Contract  to any entity in
         which Buyer, or the principals of Buyer,  have a controlling  interest,
         and  as  long  as  Buyer   guarantees  the  performance  of  all  Buyer
         obligations contained in this Contract.


                                       16
<PAGE>

22.    MISCELLANEOUS

         22.1     Entire Agreement.  This Agreement and any Exhibits annexed (or
                  to be annexed) hereto embody the entire Agreement  between the
                  parties in connection with this transaction,  and there are no
                  oral or parole  agreements,  representations,  or  inducements
                  existing  between  the parties  relating  to this  transaction
                  which are not expressly  set forth herein and covered  hereby.
                  This  Agreement  may  not  be  modified  except  by a  written
                  agreement executed by all parties.

         22.2     Binding Effect. This Agreement shall be binding upon and inure
                  to  the  benefit  of  the  respective  parties  hereto,  their
                  respective  heirs,  legal   representatives,   administrators,
                  successors, and assigns.

         22.3     Waiver.  A  Waiver  by  any  party  to  this  Agreement  shall
                  constitute  a waiver only for that one  occasion and shall not
                  be deemed a  permanent  waiver of same.  If any  action by any
                  party shall require the consent or approval of another  party,
                  such  consent or  approval  on any one  occasion  shall not be
                  deemed a consent or approval  of any other  action on the same
                  or any subsequent occasion.

         22.4     Notices.  Any notice which is required to be given pursuant to
                  this  Agreement  shall be given by  delivery of said notice by
                  personal delivery, Federal Express or equivalent service or by
                  certified mail,  return receipt requested (the actual delivery
                  of said notice by express mail service or the posting of which
                  notice with the U.S. mails shall be deemed sufficient for this
                  purpose),  and such notices shall be to the parties in care of
                  the  addresses  set forth on the first page of this  Agreement
                  (or such other  address as the  parties  may direct by written
                  notice to the other party).  In case of Seller,  copies of all
                  notices  shall  be sent to  Garth F.  Weber,  Esq.  In case of
                  Buyer,  copies of all  notices  shall be sent to  Lawrence  B.
                  Seidman, Esq.

                                       17
<PAGE>


         22.5     Captions.  The captions and other  headings  contained in this
                  Agreement as to the contents of particular articles, sections,
                  paragraphs or other subdivisions contained herein are inserted
                  for  convenience  of  reference  only  and are in no way to be
                  construed as part of this  Agreement or as  limitations on the
                  scope of the  particular  articles,  sections,  paragraphs  or
                  other  subdivisions  to which  they refer and shall not affect
                  the interpretation or meaning of this Agreement.

         22.6     Governing Law. This Agreement  shall be controlled,  construed
                  and  enforced in  accordance  with and will be governed by the
                  laws of the State of New Jersey.

         22.7     Counterparts. This Agreement may be executed simultaneously in
                  any number of  counterparts,  each of which shall be deemed an
                  original,  but all of which together shall  constitute one and
                  the same instrument.

         22.8     Parity.  This Agreement  shall be construed on a parity basis.
                  The Agreement is the result of  negotiation  between the Buyer
                  and the Seller and the identity of the draftsman  shall not be
                  utilized  in the  interpretation  of  any  provision  of  this
                  Agreement.

         22.9     Gender;  Context. Where the context shall indicate or require:
                  (a) all references to singular nouns or pronouns shall include
                  the plural,  and vice versa;  (b) the masculine  shall include
                  the  feminine,  and the neuter,  and vice  versa;  and (c) all
                  pronouns  shall be deemed  modified  to  reflect  the  correct
                  gender where so required.

                                       18

<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands
and seals as of the day and year first above written.

WITNESS:                                    SELLER:

                         EAST MORRIS REALTY ASSOCIATES,
                                                     L.L.C.



/s/ Garth F. Weber                  By: /s/ Thomas J.Collins
--------------------                ------------------------
Garth F. Weber                        Thomas J. Collins, Manager
                                      and Member


/s/ Garth F. Weber                  By: /s/ John E. Haug II
-------------------                 ------------------------
Garth F. Weber                        John E. Haug, II, Manager
                                      and Member



WITNESS:                            BUYER:

                                    INTEGRATED ANALYTICAL
                                    LABORATORIES, LLC



/s/ Alan Belkin                     By: /s/Michael Leftin
------------------                  -------------------------
Alan Belkin                           Michael Leftin, Manager


<PAGE>

                CENTURY/INTERCOUNTY TITLE INSURANCE AGENCY, INC.
                             18 Hook Mountain Road,
                                 P.O. Box 607,
                              Pine Brook, NJ 07058,
                     Phone (201) 808-0770 Fax (201)227-6604

                         CHICAGO TITLE INSURANCE COMPANY
                              COMMERCIAL COMMITMENT
                                   SCHEDULE A
                                    NUMBER 4
                                   (CONTINUED)


DESCRIPTION:                                         Title Number:     CHI 56402

All that certain  tract,  lot and parcel of land lying and being in the Township
of  Randolph  County of Morris and State of New Jersey  being more  particularly
described as:

BEGINNING  at a point in the center line of  Franklin  Road also known as Palmer
Road, where it is intersected by the easterly boundary of lands belonging to the
Township of Denville, said point beginning being distant 16.42 feet, on a course
of South 41 degrees 03 minutes  east from a monument  found on the north side of
the existing payment, and running; thence

1) passing  through said monument,  and along lands of the Township of Denville,
north 41 degrees,  03 minutes  west  439.47 feet to a monument in the  southerly
right of way line of the Erie  Lackawanna  Railroad;  thence
2) in an easterly  direction  along said southerly  line,  being parallel to and
distant  90 feet  southerly  from the old  center  line of the  Morris and Essex
Railroad,  along a curve curving to the left, having a radius of 2000.08 feet, a
length of 57.36 feet whose chord is south 84 degrees 41 minutes 29 seconds east,
57.35  feet,  to a point;  thence
3) still along said  Erie-Lackawanna  Railroad right of way line, in an easterly
direction along a spiral curving to the left, whose chord is north 88 degrees 05
minutes 50 seconds east, 203.04 feet to a point; thence
4) still along the southerly sideline of the  Erie-Lackawanna  Railroad right of
way along a curve curving to the left,  having a radius of 5819.65 feet a length
of 402.90 feet,  and whose chord is north 88 degrees 35 minutes 30 seconds east,
402.79 feet to a point; thence
5) still  along said  southerly  sideline  being
along a spiral curve, whose chord is north 86 degrees 16 minutes 32 seconds east
100.85 feet to a point;  thence
6) still along said  southerly  sideline  north 86 degrees 06 minutes 30 seconds
east 154.75 feet to a point where is  intersected  by the division  line between
the Township of Randolph and the Township of Rockaway; thence
7) along said  boundary  and crossing a monument  marking the  division  between
Rockaway Township and Denville Township,  south 19 degrees 29 minutes 31 seconds
west 218.50 feet, to a point in the  centerline of the  aforementioned  Franklin
(Palmer) Road; thence
8) along the  centerline  in a westerly  direction  along a curve curving to the
left  having a radius of 191.106  feet a length of 77.58 feet and whose chord is
south 73 degrees 11 minutes 49 seconds west 77.05 feet to a point; thence
<PAGE>

9) still along said center line in a westerly direction along a curve curving to
the right having a radius of 613.43  feet, a length of 159.35 feet,  whose chord
is south 69 degrees 00 minutes 30 seconds  west 158.90  feet to a point;  thence
10) still along said center line south 76 degrees 27 minutes  west 70.00 feet to
a point;  thence
11) still along said center line south 80 degrees 27 minutes west 269.79 feet to
the point and place of BEGINNING.

Description  in  accordance  with a  survey  made by THE RBA GROUP THOMAS
R. BADENOCH,  NJLS,  dated May 18, 1987 revised September 10, 1987.

BEING units 1-10,  "Millbrook  Industrial  Park  Condominium"  together with 100
percent of the individual interest in the common elements thereto,  according to
the Master Deed dated  September 12, 1986 recorded  December 24, 1986, deed book
2911 page 122 and as same may now or hereafter be lawfully amended.


<PAGE>



                         DILLON, BITAR & LUTHER, L.L.C.
                               COUNSELLORS AT LAW

THOMAS J. BITAR                     53 MAPLE AVENUE         WORRALL F. MOUNTAIN
HENRY N. LUTHER, III                                             (1909-1992)
PETER E. HENRY                       P.O. BOX 39
ROBERT W. DELVENTHAL                                           SIDNEY G. DILLON
GARTH F. WEBER             MORRISTOWN, N.J. 07963-0398   WILLIAM E. BARDUSH, JR.
WILLIAM F. CAMPBELL, III                                      BARRY M. JOHNSTON
MARY A. POWERS                      __________________              RETIRED
PETER J. WOLFSON                    (973) 539-3100       DOROTHEA GARBER CRACAS
MICHAEL L. RICH                   FAX (973) 292-2960            OF COUNSEL
STEVEN B. GREENAPPLE
MARIE-LAURENCE FABIAN                                             ______
CHARLES V. QUINN
LAURA J. LANDE                         March 15,                ARNOLD M. STEIN
JACK V. VALINOTI                                            COUNSEL TO THE FIRM
LARA B. PENNINGTON
LEONARDO M. TAMBURELLO


     Laurence J. Rappaport, Esq.
     Bray, Chiocca, Rappaport & Rothstadt, L.L.C.
     Lanidex Executive Center
     100 Misty Lane
     Parsippany, New Jersey 07054-2710

         Re:      East Morris Realty Associates, L.L.C. - Sale
                  To Integrated Analytical Laboratories, LLC;
                  Premises at 273 Franklin Road, Randolph, NJ
                  --------------------------------------------

Dear Mr. Rappaport:

         We have been  advised  that your client has  requested  an extension of
time  to  obtain  a  mortgage   commitment   and   consummate   closing  in  the
above-referenced  matter.  Apparently,  this request has been made,  since Banco
Popular has made what your client considers an unreasonable  request  concerning
guaranty of the contemplated mortgage loan.

         My  client  has  indicated  that  it  is  agreeable  to  an  extension.
Accordingly,  please  consider  this letter as Seller's  agreement to extend the
mortgage  contingency  period to April 30, 2000 and the closing  date to May 15,
2000.  Would you please contact your client and confirm to me Buyer's  agreement
with respect to these two dates.

         If you have any questions, please call me.

                                             Very truly yours,

                                             /s/ Garth F. Weber
                                             ------------------
                                             Garth F. Weber

GFW:jd
cc:      Mr. Thomas J. Collins
         Mr. John E. Haug, II