Prepared by MerrillDirect





Exhibit 10.13


AGREEMENT OF SALE


             THIS
AGREEMENT OF SALE,
made this 10th day of July, 2001 by and between ORLEANS HOMEBUILDERS, INC., a Delaware corporation authorized
to do business in the State of New Jersey ("Buyer") and ROTTLUND HOMES OF NEW JERSEY, INC. T/A KEVIN
SCARBOROUGH HOMES  a
Minnesota corporation authorized to do business in the State of New Jersey
(“Seller").




BACKGROUND


             A.         Seller
is the owner or equitable owner of approximately 256 acres of land located on
Evesboro-Medford and North Elmwood Roads in the Township of Evesham
(“Township”), Burlington County, being more particularly described in Exhibit A
attached hereto and made a part hereof (the "Entire Tract").   Seller is the equitable owner of certain
portions of the Entire Tract pursuant to an Option to Sell Vacant Land by and
between Seller and South Jersey Assets, Inc. (“South Jersey”) dated January 16,
1997 as amended by First Amendment dated July 17, 1997 (collectively “Option
Agreement”).


             B.          Seller
has sold and conveyed certain lands as more particularly described in Exhibit B attached hereto and made a part
hereof to third party purchasers (“Settled Lots”).


             C.          The
Entire Tract excepting thereout and therefrom the Settled Lots shall be
hereinafter referred to as the “Real Property.”   The Real Property
consists, in part, of Vacant Lots (as hereinafter defined) and WIP Lots (as
hereinafter defined).   That portion of
the Real Property owned in fee by Seller (whether WIP Lots or Vacant Lots)
shall be known as the “Owned Lots” and any Lots (whether WIP Lots or Vacant
Lots) under and subject to the Option Agreement shall be known as “Option
Lots.”  The Vacant Lots, Affordable Lots
(as hereinafter defined and as currently designated subject to the terms of
Paragraph 28 hereof) and WIP Lots are listed on Exhibit C attached hereto and made a part hereof and shall be
collectively known as the “Lots.”


             D.         Seller,
at its sole cost and expense, has obtained all Governmental Approvals (as
hereinafter defined) to permit the construction, development and sale of a
single family detached  age-restricted
dwelling on each of the Lots in accordance with the plans (“Plans”) as more
particularly listed on Exhibit D
attached hereto and made a part hereof ("Intended Use").




          For the purposes of this Agreement, a
“Vacant  Lot” is defined as (i) a fee
simple subdivided parcel sufficient to construct thereon a single family
detached dwelling in width and size as depicted on the Plans (as hereinafter
defined) and which has received all unappealable approvals, permits and
licenses (except for building permits and the payment of water and sewer
connection fees) necessary to construct, develop and market the dwelling, (ii)
no construction of the home has commenced, 
and (iii) for which no restriction or limitation on the sales price or
occupants (other than an age restriction requiring one occupant to be at least
55 years of age or older) are placed or imposed by any governmental body,
agency or court or pursuant to any court order or governmental implementation
of any court order or settlement in furtherance of the Township of Evesham’s,
Burlington County's or New Jersey's obligations under the Mt. Laurel II
decision of the New Jersey Supreme Court, or "Fair Housing Act" of
the State of New Jersey or the New Jersey Council of Affordable Housing
regulations nor shall Buyer, except as otherwise stated herein, be obligated to
make any contribution in furtherance of the above.


             For the purposes of this Agreement,
a “WIP  Lot” is defined as (i) a fee
simple subdivided parcel sufficient to construct thereon a single family
detached dwelling in width and size as depicted on the Plans (as hereinafter
defined) with water and sewer connection fees already paid by Seller and which
has received all unappealable approvals, permits and licenses (except for
certificates of occupancy) necessary to construct, develop and market the
dwelling with a partially completed single family detached home thereon,  and 
for which no restriction or limitation on the sales price or occupants
(other than an age restriction requiring one occupant to be eat least 55 years
of age or older) are placed or imposed by any governmental body, agency or
court or pursuant to any court order or governmental implementation of any
court order or settlement in furtherance of the Township of Evesham’s,
Burlington County's or New Jersey's obligations under the Mt. Laurel II
decision of the New Jersey Supreme Court, or "Fair Housing Act" of
the State of New Jersey or the New Jersey Council of Affordable Housing
regulations nor shall Buyer, except as otherwise stated herein, be obligated to
make any contribution in furtherance of the above.


             For the purposes of this Agreement,
an “Affordable  Lot” is defined as (i) a
fee simple subdivided parcel sufficient to construct thereon a single family
attached dwelling (townhouse) in width and size as depicted on the Plans (as
hereinafter defined) and which has received all unappealable approvals, permits
and licenses (except for building permits) necessary to construct, develop and
market the townhouse, for which a restriction or limitation on the sales price
or occupants are placed or imposed by any governmental body, agency or court or
pursuant to any court order or governmental implementation of any court order
or settlement in furtherance of the Township of Evesham’s, Burlington County's
or New Jersey's obligations under the Mt. Laurel II decision of the New Jersey
Supreme Court, or "Fair Housing Act" of the State of New Jersey or
the New Jersey Council of Affordable Housing regulations.


             E. 
Seller desires to sell and Buyer desires to purchase the Real Property
subject to the terms and conditions set forth herein.


             NOW THEREFORE, in consideration of
the covenants and provisions contained herein, and intending to be legally
bound hereby, the parties hereto agrees as follows:


1.          Agreement to Sell and Purchase.


             Seller agrees to sell to Buyer, and
Buyer agrees to purchase from Seller, subject to the terms and conditions of
this Agreement, the Real Property (either by Deed (as hereinafter defined) or
by Assignment of Option Agreement (as hereinafter defined)), consisting of the
following:


             (a)         The
lands more fully described on Exhibit E
attached hereto, together with the buildings and other improvements situate
thereon, and trees and shrubbery and appurtenances thereto including, without
limitation, all easements, rights–of–way, privileges, licenses and
other rights and benefits belonging to, running with or in any way relating to
the Real Property; together with all right, title and interest of Seller in and
to any land lying in the bed of any street, road or highway opened or proposed,
in front of or abutting or adjoining the Real Property, and all right, title
and interest of Seller in and to any unpaid award for the taking by eminent domain
of any part of the Real Property or for damage to the Real Property by reason
of future change of grade of any street, road or highway.


2.          Purchase Price.


             Subject to adjustment described in
Paragraph 28 below, the purchase price ("Purchase Price") for the
Real Property shall be calculated in the following manner:


(a)         Fifty-Seven
Thousand Dollars ($57,000) for each Owned Lot; and



(b)        Fifty-Seven
Thousand Dollars ($57,000) for each Option Lot less $22,483.44 per Option Lot
(being the option price of $18, 895.68 in effect as of the date of this
Agreement plus $587.76 being Seller’s portion of the rollback taxes payable
under the Option Agreement and the $3000 being the Per Lot Off-Site Improvement
Cost (as described in Exhibit B of the Option Agreement).



             At Closing, Buyer shall pay in cash
by wire transfer such portion of the Purchase Price equal to (i) the amount of
all Owned Lots, (ii) the amount of all Conveyed Lots and (iii) such numberof
Option Lots which when added to all Owned Lots and Conveyed Lots equal fifty
percent of all Lots. If any Owned Lot is conveyed to a third party purchaser
between August 1, 2001 and the date of Closing ( “Conveyed Lots”), then in that
event, the Purchase Price shall be reduced by the Net Proceeds (as hereinafter
defined) which shall be applied against the cash portion of the Purchase
Price.  For the purposes of this
paragraph, “Net Proceeds” shall be calculated in the following manner:


             1. Gross sales price (including lot
premiums, options and upgrades) paid by third party purchaser for the Conveyed
Lot less the sum of :


                           (A).      $57,000;


                           (B).       The value of the Construction Costs of
that Conveyed Lot; and


                           (C).       Normal and ordinary settlement expenses
incurred by Seller in the conveyance of the Conveyed Lot to a third party
purchaser (such costs and expenses include transfer tax, broker commissions,
and title company attendance charges).


             The balance of the Purchase Price
shall be payable in the following manner:


             (c)         Buyer’s
execution of a Purchase Money Note in the form attached hereto and made a part
hereof as Exhibit F (“Note”).  The Note shall be secured by a Collateral
Assignment of Option Agreement,  in the
form attached hereto and made a part hereof as Exhibit G.  The Note
shall be due and payable twelve (12) months from the date of Closing, with
interest payable monthly calculated on a floating daily basis at the Prime Rate
less one percent (1%) as published in the Wall
Street Journal, calculated on the basis of a 360 day year.


3.          Deposit.


             Buyer shall pay to Settlers Title
Agency, Inc. (the "Title Company") a deposit either in the form of
cash or letter of credit substantially in the form attached hereto and made a
part hereof as Exhibit H in the
sum of One Hundred Twenty-Seven Thousand Six Hundred Fifty Dollars ($127,650.00)
((the "Deposit") within three (3) business days of the complete
execution of this Agreement.  The
Deposit, if in cash, shall be held in escrow in an interest bearing money
market account in a federally–insured banking institution in the State of
New Jersey and any interest accruing thereon shall be part of the Deposit.  If the performance and maintenance bonds
(“Bonds”) listed on Exhibit I
attached hereto and made a part hereof have been returned to Seller or are
being returned to Seller at Closing, the Deposit shall be credited against the
cash portion of the Purchase Price due at Closing (as defined below).  Otherwise, the Deposit shall remain in
escrow until all of the Bonds have been returned to Seller, at which time the
Deposit shall be released to Buyer.  If
Buyer terminates this Agreement pursuant to Paragraphs 5, 6, 10, 11, 26 or 27,
the Deposit plus the accrued interest thereon, shall be immediately returned to
Buyer. Seller and Buyer acknowledge that the Title Company is acting solely as
an escrow holder at their request and for their convenience and that the Title
Company shall not be liable to either of the parties for any act or omission on
its part unless taken or suffered in willful disregard of this Agreement or
involving its gross negligence.  Seller
and Buyer shall jointly and severally indemnify and hold Title Company harmless
from and against any loss or liability arising from the performance of its
duties as Title Company hereunder, unless Title Company has wilfully
disregarded the terms of this Agreement or committed gross negligence.  The Title Company shall not be entitled to
any fees for the performance of its services as escrow holder hereunder.


             In the event there is any dispute
between Seller and Buyer with respect to the performance of obligations
hereunder or the disposition of the Deposit or in the event the Title Company
shall otherwise believe in good faith at any time that a disagreement or
dispute has arisen between the parties with respect to release of the Deposit
(whether or not litigation has been instituted), Title Company shall have the
right, at any time upon written notice to both Seller and Buyer (“Title Company
Elections”), to (a) retain the Deposit in escrow pending resolution of the
dispute or (b) place the Deposit with the Clerk of the Court in which any
litigation is pending.

             Prior to releasing the
Deposit from escrow, Title Company shall give notice to the parties hereto of
its disbursement intentions.  The
parties shall be given ten (10) days from receipt of said notice to advise
Title Company of a dispute with respect to the disposition of the Deposit.  In the event Title Company receives notice
of any dispute from Seller or Buyer within said ten (10) days with respect to
the performance of the parties’ obligations hereunder or the disposition of the
Deposit and/or interest, Title Company shall select an alternative within the
Title Company Elections.  If no notice
of a dispute is received within said ten (10) days, Title Company shall be
entitled and hereby directed to release the Deposit (to the extent the parties
are entitled to same) in accordance with its disbursement notice and this
Agreement of Sale.


 4.         Closing.


             Subject to the provisions of
Paragraph 26 hereof and satisfaction of the Conditions Precedent set forth in
Paragraph 5, the closing (“Closing”) shall occur on or before August 24, 2001.


             Closing hereunder shall take place
at such location and at such time as Buyer shall designate by at least five (5)
days notice to Seller.


5.          Conditions Precedent.


             Buyer's obligations under this
Agreement and to complete Closing hereunder is expressly contingent and
conditioned upon the following:


             (a)         Intentionally
Deleted.


             (b)        Intentionally Deleted.


             (c)         Buyer
shall have the right for a period of thirty (30) days after the date of this
Agreement (the “Due Diligence Period”) to (i) investigate the Entire Tract and
surrounding area and perform whatever tests on the Real Property Buyer desires,
in its sole discretion (such tests include, but are not limited to,
environmental testing, preparation of environmental reports and investigation,
soil samples, wetland studies, surveys, percolation tests and test bores), (ii)
review the plans, documents, reports, correspondence and any other information
relevant to the Real Property, (iii) review the estimated costs of construction
and development of any on–site or off–site improvements, and (iv)
review any other information deemed relevant to Buyer, in its sole discretion,
to ascertain whether the Real Property is suitable for the Intended Use.  In the event Buyer determines, in its sole
discretion, that the Real Property is not suitable for the Intended Use,  Buyer shall have the right within such
thirty (30) days to terminate the Agreement by notice to Seller in which case
the Deposit shall be immediately returned to Buyer whereupon this Agreement
shall be null and void (except for the indemnity provisions set forth in
Paragraph 9(a) which shall survive such termination), and neither party shall
have any further rights or obligations hereunder.


             (d)        Intentionally
Deleted.


             (e)         All
easements, licenses or grants necessary to construct, develop and use the Real
Property in accordance with the Intended Use shall have been granted to Seller
at or prior to Closing.  If granted to
Seller, at Buyer's request, such easements, licenses or grants shall be
assigned to Buyer at Closing.


             (f)         All
representations and warranties by Seller set forth in this Agreement shall be
true and correct at and as of date of Closing hereunder in all material
respects as though such representations and warranties were made at and as of
Closing hereunder ("Seller's Representations").


             (g)        Seller
obtaining, at its sole cost and expense, within thirty (30) days of the date
after the date of this Agreement, confirmation from the New Jersey Department
of Environmental Protection ("NJDEP") that the provisions of the
Industrial Site Recovery Act are not applicable to the present transaction (or,
if required, Seller, at its option, obtaining such authorization from NJDEP as
required in order to permit the transaction to proceed).   Seller shall promptly furnish Buyer with a
copy of said ISRA application, as well as copies of any correspondence received
from NJDEP.


             (h)        Seller,
obtaining, at its sole cost and expense, an Assignment of the Option Agreement
duly executed by South Jersey, Seller and Buyer in form satisfactory to the
parties.


             (i)          Each
party shall diligently and, in good faith proceed to fulfill the Conditions
Precedent for which it is responsible, and each party agrees, at no cost and
expense to it to cooperate fully with the other party in fulfilling the
Conditions Precedent and to execute any reasonably required applications and
/or documents.   If either party, after
good faith efforts, determines that it is unable to fulfill or comply with the
Conditions Precedent for which it is responsible, that party shall give notice
to the other in which case, Buyer shall either (i) terminate this Agreement by
notice to Seller, whereupon the Deposit shall be promptly released to Buyer and
this Agreement shall be null and void (except for the indemnity provisions set
forth in Paragraph 9(a) which shall survive such termination) and neither party
shall have any further rights or obligations hereunder, or (ii) waive the
Condition Precedent by written notice to Seller.


6.          Title.


             (a)         At
Closing, Seller shall convey fee simple title to the Owned Lots to Buyer or its
designee by delivery of the Deed (as hereinafter defined).  Title to the Owned Lots, shall be good and
marketable, and shall be insurable as such at regular rates by the Title
Company, free of all liens, encumbrances, leases or other rights or occupancies
and title company exceptions, except those liens and other encumbrances (the
"Permitted Exceptions") to which Buyer has not objected in writing
within thirty (30) days of the date of this Agreement.  Any monetary liens or encumbrances other
than the Permitted Exceptions shall be removed by the Seller, at Seller’s
expense, prior to Closing.  Subsequent
to the execution of this Agreement, Seller shall not further encumber the Real
Property in any fashion whatsoever without the written approval of Buyer.   Seller shall deliver to Buyer copies of any
title reports, data or surveys in its possession related to the Real Property
simultaneous with its execution of this Agreement.  At Closing, Seller shall deliver exclusive possession and
occupancy of the Owned Lots.


             Buyer shall deliver to Seller
within thirty (30) days from the date of this Agreement a copy of its title
report together with a written list of all objections thereto.  Seller shall have a period of five (5) days
from receipt of such objections to advise Buyer in writing whether Seller shall
have the objections removed or cured prior to Closing.  Seller’s failure to notify Buyer within the
stated time period shall be deemed Seller’s election not to cure. If Seller is
unwilling to remove or cure the objections prior to Closing, Buyer shall have
five (5) days thereafter to either: (a) terminate its obligation hereunder and
receive the Deposit whereupon this Agreement shall be null and void (except for
the indemnity provisions set forth in Paragraph 9(a) which shall survive such
termination) and neither party shall have any further liability hereunder; or
(b) agree to accept such title as Seller agrees to deliver at Closing.


              At Closing, Seller shall deliver a Bargain and Sale Deed with
Covenants Against Grantor's Acts, in proper recordable form, duly–executed
and acknowledged by Seller for the Owned Lots (the "Deed"), an
Affidavit of Title and such other documents (including, but not limited to,
Assignment of Option Agreement in a form mutually acceptable to the parties and
duly executed by South Jersey, 
Assignment of Special Declarants Rights, Bill of Sale, Assignment of
Plans (which shall include consents of the engineers and architects),
Governmental Approvals and Outstanding Agreements (as hereinafter defined), and
an Closing Agreement confirming and ratifying the representations and
warranties set forth herein)) which shall be reasonably required by Buyer, its
counsel, and/or the Title Company.


             (b)        If
Seller is unable to convey title to the Owned Lots in accordance with the
requirements of  Paragraph 6(a) above,
Buyer shall have the option (i) of taking such title to the Owned Lots as
Seller can convey, with abatement of the Purchase Price to the extent of any
liens and encumbrances of a fixed or ascertainable amount as set forth in the
title report or  (ii) of  terminating Buyer’s obligations under this
Agreement and being repaid the Deposit, together with  the amount of all charges incurred by Buyer for searching title,
and upon payment of these amounts, this Agreement shall be null and void and
neither party shall have any obligations hereunder (except for the indemnity
provisions set forth in Paragraph 9(a) which shall survive such termination).


7.          Seller's Covenants,
Representations, and Warranties.


             Seller, to induce Buyer to enter
into this Agreement and to complete Closing hereunder, makes the following
covenants, representations and warranties to Buyer:


             (a)         Seller
warrants and represents that (i) to its actual knowledge (actual knowledge
meaning the knowledge of John Sheridan and the officers and directors of Seller
and the individuals responsible for construction of the improvements at the
Entire Tract) and except as otherwise disclosed in the Phase I Environmental
Site Assessment dated  August, 1994,
prepared by Environmental Resolutions, Inc., Phase II Environmental Assessment
dated November 1994 prepared by Environmental Resolutions, Inc, Phase I
Environmental Assessment dated March, 1997 prepared by  Environmental Resolutions, Inc., Phase II
Addendum dated May, 1995 prepared by 
Environmental Resolutions, Inc., Letter report dated March 14, 1997
prepared by Environmental Resolutions, Inc. and No Further Action Letter dated
September 18, 1997 from NJDEP ( collectively, the “Environmental Reports”), no
hazardous or toxic materials or substances or hazardous waste, residual waste
or solid waste (as defined in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, the Resource Conservation
and Recovery Act, and any other state or local environmental laws applicable
thereto) are present on the Entire Tract (including, but not limited to,
surface and ground water); (ii) Seller has not been identified in any
litigation, administrative proceedings or investigation as a potentially
responsible party for any liability under any applicable environmental, hazardous
or solid waste laws with respect to the Entire Tract; (iii) except as otherwise
disclosed in the Environmental Reports, Seller does not have any knowledge of
the use, discharge, storage, transfer, handling, disposal or processing over,
in, on or under the Entire Tract of any substances in violation of such laws;
(iv) with respect to the  Entire Tract,
Seller has no actual knowledge of and has not received any notice from any
governmental or quasi–governmental agency regarding any actual or
potential violation of any applicable environmental, hazardous waste or solid
waste laws.  Simultaneous with  its execution of this Agreement, Seller
shall deliver complete and accurate copies of the Environmental Reports
together with reliance letters from the consultant who prepared such reports
authorizing Buyer, its successors and assigns and Buyer’s lenders the right to
use and rely upon such reports.  Seller
has no actual knowledge of any other environmental reports, tests or audits
regarding any portion of the Entire Tract existing elsewhere.  To its actual knowledge, no landfill has
occurred on any portion of the Entire Tract and no debris has been buried or
placed on any portion of the Entire Tract.


             (b)        To
its actual knowledge, there were and are no underground storage tanks on the
Entire Tract.


             (c)        
Except for the Model Leases (as hereinafter defined), there are no other
leases, tenancies, licenses or other rights of occupancy or use for all or any
portion of the Real Property and possession of the Real Property shall be given
to Buyer unoccupied and free and clear of any leases  (excepting the Model Leases) and claims to or rights of
possession, occupancy or use.


             (d)          Seller is under no restriction which would
prohibit or prevent the conveyance of title as herein required and Seller will
do nothing or suffer anything which would impair or hinder the Seller's so
ability to convey.


             (e)         Except
for agreements of sale to third party purchasers, true and correct copies of
which are listed in Exhibit J 
attached hereto and made a part hereof (“Outstanding Agreements”), there
are no other agreements of sale, rights of first refusal, options to purchase,
rights of reverter or rights of first offer relating to the Real Property or
any portion thereof.


             (f)         There
is no claim, action, suit or proceeding, pending or threatened, against Seller
or any portion of the Real Property, or relating to or arising out of the
ownership, management or operation of the Entire Tract or sale of Settled Lots
or Lots in any court or before or by any governmental or public department,
commission, board, bureau or agency. 
There is no claim, action, suit or proceeding, pending or threatened,
against Seller relating to or arising out of Seller’s actions or inaction as
Developer (as such term is defined in the Amended and Limited Public Offering
Statement for Village Greenes registered November 7, 1997 as amended by
amendment dated November 12, 1998 
(“POS”) or as Declarant (as such term is defined in the Declaration of
Covenants, Easements, and Restrictions for Village Greenes dated July 13, 1998
and recorded in Burlington County in Deed Book 5616, Page 157 (“Declaration”)
in any court or before or by any governmental or public department, commission,
board, bureau or agency.


             (g)        No
assessments for public improvements have been made against the Real Property
which will remain unpaid as of Closing on the Real Property and all assessments
for work ordered, commenced or completed prior to the date of Closing shall
have been paid by Seller in full at or prior to Closing.  Buyer shall pay all assessments for work
ordered or commenced after the date of Closing.  Seller has not received written notice from any governmental agency
of any special or other assessments for public improvements affecting the Real
Property or any portion thereof.


             (h)        Seller
has no notice nor actual knowledge of (i) pending annexation or condemnation
proceedings affecting or which may affect, all or any portion of the Real
Property or (ii) could result in the termination or reduction of the current
access of the Real Property to existing public streets or of any reduction
in/or to the sewer, water or other utility services presently serving or
intended to serve the Real Property.


             (i)          Seller
is not a foreign person as defined by the Foreign Investment in Real Property
Tax Act.  At Closing, Seller shall
execute and deliver to Buyer a Non-Foreign Affidavit in form satisfactory to
Buyer and Title Company.


             (j)          There
are no adverse parties in possession of the Real Property.


             (k)         To
Seller’s actual knowledge, no portion of the Real Property is (or there is no
condition existing with respect to the Real Property)  in violation of any applicable law, ordinance, code, rule, order
regulation or requirement of any governmental or quasi-governmental authority
and there are no outstanding and uncured notices of such violations.


             (l)          The
Outstanding Agreements are full force and effect and are assignable to Buyer
without the consent of any third party.


             (m)        To
Seller’s actual knowledge, there is no pending or anticipated reassessment or
reclassification of any or all of the Real Property for state or local real
property taxation purposes.


             (n)        Seller
has and shall continue to have at Closing the full power and authority to
execute and deliver this Agreement and all other documents now of hereafter to
be executed and delivered by Seller pursuant to this Agreement and to
consummate the transactions contemplated thereby.


             (o)        The
authorization, execution and delivery of this Agreement by Seller and the
consummation of the transactions described herein do not and will not, at
Closing, with or without the giving of notice or passage of time or both,
violate, conflict with or result in the breach of any terms or provisions of,
or require any notice, filing, registration or further consent, approval,
authorization under any instrument or agreement to which Seller may be bound
and/or relating  to or affecting the
Real Property or portions thereof.


             (p)        Seller
is a corporation duly organized and validly existing under the laws of the
State of Minnesota, authorized to do business in the State of New Jersey and
has the legal right, power and authority to enter into this Agreement and
perform all of its obligations hereunder, and the execution of this Agreement
by Buyer has been fully authorized by all requisite action.


             (q)        Seller
has duly registered the Entire Tract in accordance with the requirements of the
New Jersey Planned Real Estate Development
Full Disclosure Act (N.J.S.A. 45:22A-21 et seq.) and the regulations
promulgated thereunder, and has complied with the terms and provisions of the
same in its sale of any of the Lots or Settled Lots to third party purchasers.


             (r)         To
Seller’s actual knowledge, Seller, its employees and subcontractors, to the
extent it has constructed, installed, replaced or repaired improvements on the
Entire Tract or off-site (as required by the Governmental Approvals), has
constructed , installed, replaced or repaired such improvements in accordance
with the requirements of the Governmental Approvals and Warranties (as
hereinafter defined) and in accordance with the governmental agencies or
utility companies having jurisdiction over such improvements.


             (s)         Other
than those items listed on the Payables Schedule attached hereto as Exhibit
K attached hereto and made a part
hereof, which shall be updated as of the date of Closing, Seller has paid all
professionals (including but not limited to attorneys, architects, engineers),
subcontractors, suppliers, vendors for all work, equipment, materials, or
supplies relating to the Entire Tract or improvements thereon.  No subcontractor, supplier or vendor has
filed or threatened to, file a claim 
under the New Jersey Construction
Lien Law of any similar statute or took any other action seeking to
be reimbursed for services, materials or supplies.


             (t)         Seller
represents and warrants that  true,
correct and complete copies of the Model Lease dated December 15, 1998 (with
Assignment with Notification dated December 15, 1998 addressed to Union Planters
Bank) (“ESA”), dated December 15, 1998 as amended by letter dated October 30,
2000, Exclusive Sales Agreement, Motivation Agreement dated December 15, 1998
are attached hereto as part of Exhibit
L and are collectively known as
the “Lease Documents”.  The Lease
Documents are  in full force and effect,
and Seller has no knowledge of or notice of any default  under the any of the Lease Documents.  Any defaults by Seller under any of the
Lease Documents shall be cured by Seller, at its sole cost and expense, prior
to Closing.


             Seller shall provide Buyer with a
copy of any notice regarding the Lease Documents within two (2) days after
Seller’s receipt of same.  At Closing,
Seller shall assign its rights under the Lease Documents to Buyer.  Seller shall pay all costs and expenses due
under the Lease Documents up to the date of Closing.  Buyer shall pay all costs and expenses under the Lease Documents
from the date of Closing.  At Closing,
Seller shall deliver an Assignment of Lease Documents substantially in the form
attached hereto and made a part hereof as Exhibit
M and a Non-Disturbance Agreement reasonably acceptable to the
parties.   The calculation of the
Purchase Price does not include the Model Homes since the Model Homes are owned
by Strategic Capital Resources, Inc. (“Strategic”).


Furthermore,
Seller shall assign at Closing with Strategic’s consent,  its rights and obligations under the
Exclusive Sales Agreement dated December 15, 1998 and Motivation Agreement
dated December 15, 1998, true and correct copies of which are also attached as
part of Exhibit L.


             (u)        As
of the date of Closing, Seller has obtained and continued in effect, at its
sole cost and expense, any and all governmental and quasi–governmental
approvals, permits and licenses (except for the payment of sewer and water
connection fees for the Vacant Lots), including, but not limited to those
approvals, permits and licenses listed in Exhibit
N  attached hereto and made a
part hereof as are necessary or required to permit the construction, development
and sale of the Real Property in accordance with the Intended Use
("Governmental Approvals"). 
All Governmental Approvals are valid and unappealable with all appeal
periods having expired with no appeals pending.  Simultaneously with Seller’s execution of this Agreement, Seller
shall provide Buyer with full and complete copies of the Governmental
Approvals.


             (v)        A
true and correct copy of the Option Agreement is attached hereto and made a
part hereof as Exhibit O.  
The Option Agreement is in full force and effect, and Seller and South
Jersey have not defaulted under the terms of the Option Agreement nor has
Seller received any notice of default under the Option Agreement.  Prior to Closing, Seller shall comply with
its obligations under the Option Agreement. 
Seller shall immediately provide copies of any notices received pursuant
to the Option Agreement to Buyer. 
Seller has paid to South Jersey all monies due under the Option
Agreement with respect to each Owned Lot, including, but not limited to, Three
Thousand Dollars ($3000.00) Per Lot Off-Site Improvement Cost (as described in
Exhibit B of the Option Agreement).


             (w)        All
rollback taxes assessed under the "Farmland Assessment Action of
1964" (N.J.S.A 54:4 23.1) or other similar acts against the Entire Tract
have been paid by South Jersey pursuant to the terms of the Option
Agreement.   Seller’s only obligation
with respect to rollback taxes is to pay South 
Jersey $587.76 per Option Lot.


8.          Buyer's Covenants, Representations
and Warranties.


             Buyer, to induce Seller to enter
into this Agreement and to complete Closing hereunder, makes the following
covenants, representations and warranties to Seller:


             (a)         Buyer
is a corporation duly organized and validly existing under the laws of the
State of Delaware authorized to do business in the State of New Jersey and has
the legal right, power and authority to enter into this Agreement and perform
all of its obligations hereunder, and the execution of this Agreement by Buyer
has been fully authorized by all requisite action.


             (b)        Buyer
hereby agrees to and shall accept the Real Property in its “as is” and “where
is” condition and except as otherwise provided in this Agreement, Seller makes
no representation regarding the state of or condition of the Real Property.


9.          Operations Prior to Closing.


             Between the date of this Agreement
of Sale and Closing hereunder;


             (a)         Buyer
shall have the right to enter upon the Real Property to inspect, appraise and
perform any tests necessary or desirable to determine the suitability and the
adaptability of the Real Property for the Intended Use.  After the date of this Agreement of Sale,
Seller shall afford Buyer full and complete access to all of Seller's records
and files relating to the Real Property which shall remain Seller's property
until Closing.  Buyer shall give at
least verbal notice to Seller before entering the Real Property so Seller can
accompany Buyer if it so desires.  If
Buyer’s inspection activities reveal potential violations of law, Buyer shall
promptly notify Seller.  The parties
agree and acknowledge that Buyer shall not be responsible for any damage caused
to any fields or crops as a result of the Buyer’s exercise of its rights
hereunder but Buyer shall be responsible for, and shall indemnify Seller from
and against  all other injuries to any
person or damage to any personal property associated with Buyer’s testing
activities at the Real Property.   At
Seller’s request, Buyer shall provide Seller with copies of all reports,
investigations and testing activities performed by Buyer.


             Buyer shall carry liability
insurance in an amount of Two Million ($2,000,000) Dollars with respect to such
inspection and testing activities, naming Seller as an additional insured and
shall deliver a certificate of insurance to Seller prior to undertaking any
inspection or testing activities on any part of the Real Property.


             (b)        Seller
shall continue to improve the Real Property in accordance with the requirements
of the Governmental Approvals.


             (c)         Promptly
after the receipt thereof by Seller, Seller shall deliver to Buyer a copy of
any tax bill, notice or statement of value, notice of change in the tax rate
affecting or relating to the Real Property, notice or claim of any violation
from any governmental authority or notice of any taking, affecting or relating
to the Real Property.


             (d)        Seller shall continue to market the Lots upon the prices and
terms existing as of the date of this Agreement, with  any changes to such prices or terms to be approved by Buyer.


             (e)         Seller
shall not enter into a Agreement of Sale for any of the Model Lots without
Buyer’s consent.


10.        Default.


             (a)         Seller's
Default.  If  Seller violates any terms of this Agreement or if Closing under
this Agreement is not consummated on account of Seller's default hereunder, the
Deposit and all monies paid to Seller or on its behalf by Buyer shall be
returned immediately to Buyer and in addition thereto, Buyer may pursue the
remedy of specific performance. If specific performance is unavailable due to
Seller’s intentional acts (such as conveyance of the Real Property to a party
other than Buyer), then Buyer may pursue any and all other remedies available
to it in law or in equity.  Any default
hereunder shall be also be default under the terms and provisions of the
Agreement of Sale between Buyer and Seller dated as of June 29, 2001 for lands
in Hainesport Township, Burlington County, New Jersey (“Hainesport Agreement”).
Notwithstanding anything to the contrary contained in this Agreement, Seller
shall have ten (10) days after notice to cure any default hereunder before
Buyer shall have the right to exercise any remedies hereunder.


             (b)        Buyer's
Default.  If Buyer violates any terms of
this Agreement or if Closing under this Agreement is not consummated on account
of Buyer's default hereunder, Seller shall be entitled to the Deposit and any
interest accruing thereon.   In such
event, the payment of the Deposit  shall
be deemed to be and shall be fully liquidated damages for such default of
Buyer, the parties hereto acknowledging that it is impossible to estimate more
precisely the damages which might be suffered by Seller upon the Buyer's
default.  Seller's receipt of the
Deposit is not intended as a penalty, but as full liquidated damages and upon
such retention, this Agreement shall terminate and become null and void, and
neither party shall have any further rights or obligations hereunder.  The right to retain the Deposit as full
liquidated damages is Seller's sole and exclusive remedy in the event of such
default hereunder by Buyer and Seller hereby waives and releases any right to
(and hereby covenants that it shall not) sue Buyer: (i) for specific
performance of this Agreement; or (ii) to prove that Seller's actual damages
exceed the total of the Deposit.  Any default
hereunder shall be also be default under the terms and provisions of the
Hainesport Agreement.  Notwithstanding
anything to the contrary contained in this Agreement, Buyer shall have ten (10)
days after notice to cure any default hereunder before Seller shall have the
right to exercise any remedies hereunder.


11.        Condemnation.


             If, after the date hereof and prior
to Closing, all or any material portion of the Real Property (for the purposes
of this Paragraph material is defined as loss of more than ten (10) Lots, loss
of clubhouse or a material adverse change in access to the Real Property or
portions thereof) is condemned or taken by eminent domain (or is the subject of
pending or contemplated proceeding or taking by eminent domain), Seller shall promptly
give Buyer a copy of the notice of such condemnation, taking or change, and
Buyer shall have the option to terminate this Agreement by giving notice to
Seller within ten (10) days after the receipt of such Seller's notice.  Upon the giving of such notice by Buyer,
Buyer shall be entitled to the immediate return of the Deposit and upon such
return to Buyer, this Agreement shall terminate and become null and void, and
neither party shall have any further rights or obligations hereunder (except
for the indemnity provisions set forth in Paragraph 9(a) which shall survive
such termination). If Buyer shall not exercise its option to terminate this
Agreement as hereinabove set forth, then this Agreement shall remain in full
force and effect without a reduction in the Purchase Price and Buyer shall be
entitled to, and at Closing, Seller shall assign to Buyer any and all claims
that Seller may have to condemnation awards and/or any and all causes of action
with respect to such condemnation or taking relating to the Real Property.
Furthermore, at Closing, Seller shall pay to Buyer, by the plain check of the
Title Company, an amount equal to all payments theretofore made with respect to
such condemnation, taking or change. Any negotiations, agreements or contests, or
offers or awards relating to such condemnation or taking of or change relating
to the Real Property shall be subject to the participation and consent of Buyer
provided Buyer has waived its termination right hereunder.  Buyer agrees to act with promptness and
reasonableness in its participation in any such negotiations, agreements or
contests or offers or awards.


12.        Assignability.


             Buyer shall have the right to
assign this Agreement and its rights hereunder to any person or entity provided
such assignee is fifty–one percent 
(51%) or more owned by, Buyer, or 
Jeffrey P. Orleans, and, upon notice from Buyer, Seller shall convey the
Real Property to any such assignee of Buyer. 
Any permitted assignee of Buyer shall be entitled to all the rights and
powers of Buyer hereunder provided however that Orleans Homebuilders, Inc.
shall execute a guaranty guaranteeing the obligations under the Note..


13.        Notices.


             (a)         Any
notice required or permitted to be given by the terms and provisions of this
Agreement shall be in writing and shall be deemed to have been served and
given:


                           (i)          three (3) business days following the
date when deposited by postage prepaid, registered or certified mail, return
receipt requested, in the United States' mail;


                           (ii)         on the first business day following
delivery thereof to a recognized overnight courier such as Federal Express;


                           (iii)        on the date transmitted by a legible
telecopier transmission; or


                           (iv)       when personally delivered.


             Business days shall mean Monday
through Friday and excludes Saturday, Sunday and national holidays.  Notice given in any other manner shall be
deemed to have been served and given when actually received by the party to
which such notice was directed.  Either
party may designate a different address for the purposes of notice hereunder by
notice given herein prescribed.  Notice
shall be given as follows:


             If intended for Seller:


                           Rottlund Homes of New
Jersey, Inc.

                           3065 Centre
Point Drive

                           Roseville, MN
55113

                           Fax
Number:651-638-0505

                           Attention:
Steven A. Kahn, Chief Financial Officer


             with a copy to:


                           Gary L. Green,
Esquire

                           Archer &
Greiner

                           One
Centennial Square

                           PO Box 3000

                           Haddonfield, NJ
08033-0968

                           Fax Number:
1-856-795-0574


             If intended for Buyer:


                           Orleans Homebuilders, Inc.

                           One Greenwood Square

                           3333 Street
Road, Suite 101

                           Bensalem,
PA  19020

                           Attention:  Benjamin D. Goldman, Vice-Chairman

                           Fax Number
(215) 633-2351


             with a copy to:


                           Orleans Homebuilders,
Inc.

                           One Greenwood
Square

                           3333 Street
Road, Suite 101

                           Bensalem,
PA  19020

                           Attention:
Lawrence J.  Dugan, Esquire

                           Fax Number
(215) 633-2352


14.        Brokerage.


             Each party represents and warrants
to the other that it or they have not made any agreement or taken any action
which may cause anyone to become entitled to a commission, fee or other
compensation as a result of the transactions contemplated by this Agreement
except for Seller’s agreement to pay Cohen Schatz Associates, Inc., a licensed
New Jersey real estate broker, pursuant to a separate agreement.  Seller represents and warrants that it shall
pay the commission due Cohen Schatz, Inc. at 
Closing. Each party agrees to indemnify, defend and hold harmless the
other from and against any and all claims, actual or threatened, losses or expenses
(including attorneys' fees and disbursements and court costs) resulting by
reason of such party's breach (or alleged breach) of the foregoing
representations, warranties and covenants.


15.        Survival.


             Notwithstanding any presumption to
the contrary, all covenants, conditions, representations, warranties and
agreements of Buyer and Seller contained herein shall not be discharged upon,
and except as otherwise stated herein, shall survive for a period of one (1)
year from the date of Closing.


16.        Captions.


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


17.        Successors and Assigns.


             This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their
respective successors and assigns.


18.        No Recording.


             Neither Seller nor Buyer shall
cause or permit this Agreement to be filed of record in any office or place of
public record and, if Buyer or Seller shall fail to comply with the terms
hereof by recording or attempting to record to the same, such acts shall not
operate to bind or cloud  title to the
Real Property.  Filing of this Agreement
in a recorder’s office by Buyer  shall
constitute a default hereunder. 
However, the filing of this Agreement or any suit or any proceeding in
which this document is relevant or material shall not be deemed to be a
violation of this Paragraph.


19.        Entire Agreement.


             This Agreement constitutes and
expresses the whole agreement of the parties hereto with reference to the
subject matter hereof and to any of the matters or things herein provided for,
or hereinbefore discussed or mentioned in reference to the subject matter
hereof, all prior promises, undertakings, representations, agreements, understandings
and arrangements relative thereto being merged herein.


20.        Construction.


             This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New Jersey
without giving any effect to any New Jersey law or other laws regarding
conflicts of law or to any presumption, canon or rule of law requiring or
permitting construction against the party who drafted this Agreement.


21.        Modification.


             This Agreement may be amended or
modified only in a writing signed by the parties hereto.


22.        No Waiver.


             (a)         No
consent or waiver, express or implied, by Buyer to or of a breach of any
representation, covenant, condition, agreement or warranty of Seller shall be
construed as a consent to or waiver of any other breach of the same or any other
representation, covenant, condition, agreement or warranty of Seller.


             (b)        No
consent or waiver, express or implied, by Seller to or of a breach of any
representation, covenant, condition, agreement or warranty of Buyer shall be
construed as a consent to or waiver of any other breach of the same or any
other representation, covenant, condition, agreement or warranty of Buyer.


23.        Severability.


             If any term or provision of this
Agreement or the application thereof to any person or circumstance shall, to
any extent, be invalid or unenforceable, the remainder of this Agreement, or
the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term and provision of this Agreement shall be valid
and be enforced to the fullest extent permitted by law.


24.        Background and Exhibits.


             The Background and Exhibits
attached hereto are hereby incorporated herein and made a part hereof.


25.        Adjustments or Incidental Costs.


             (a)         Real
estate taxes, water and sewer charges (on the basis of actual fiscal years for
which such taxes and charges are assessed) shall be apportioned pro–rata
between Buyer and Seller on a per diem basis as of Closing.  As of Closing, Seller will make any payment
necessary to cause the Association’s year to date net income to be zero,
provided, however, that Seller shall not be responsible for any payment to the
extent resulting from delinquent homeowners’ payments for dues or special assessments.  Any charges, fees or assessments imposed by
the Association against Seller shall be paid by Seller.  Prior to Closing, Seller, at Buyer’s
request, shall obtain a certificate from the Association showing any unpaid
dues, charges or assessments owed by the Seller to the Association through the
date of Closing.


             (b)        Any
realty transfer taxes imposed in connection with this transaction shall be paid
by Seller at Closing hereunder.


26.        Moratorium.


             If prior to Closing, a water, sewer
or building moratorium prevents Buyer from obtaining water, sewer or building
permits or connections sufficient for its Intended Use, then the time within
which Buyer shall be required to complete such Closing shall be extended to the
extent of the moratorium plus thirty (30) days.  In the event a moratorium extends one year beyond the date
originally set for Closing, either party shall have the right to terminate by
notice to the other, whereupon this Agreement, subject to provisions of the
last sentence in this Paragraph,  shall
terminate and become null and void, and neither party shall have any further
rights or obligations hereunder (except for the indemnity provisions set forth
in Paragraph 9(a) which shall survive such termination).  In the event Seller is the party giving such
notice, Buyer shall have the right to nullify the effect thereof by closing
within thirty (30) days after receipt of Seller’s notice.


27.        Fire or Other Casualty.


             If, at any time prior to Closing,
all or any material portion of the Real Property (for the purposes of this
Paragraph, material is defined as loss of more than ten (10) Lots, loss of
clubhouse or a material adverse change in access to the Real Property or
portions thereof) is destroyed or damaged as a result of fire or other casualty,
Seller shall promptly give written notice thereof to Buyer, and Buyer shall
have the option to terminate this Agreement by giving notice to Seller within
ten (10) days after the receipt of such Seller's notice.  Upon the giving of such notice by Buyer, Buyer
shall be entitled to the immediate return of the Deposit and upon such return
to Buyer, this Agreement shall terminate and become null and void, and neither
party shall have any further rights or obligations hereunder (except for the
indemnity provisions set forth in Paragraph 9(a) which shall survive such
termination). If Buyer shall not exercise its option to terminate this
Agreement as hereinabove set forth, then this Agreement shall remain in full
force and effect without a reduction in the Purchase Price and Buyer shall be
entitled to, and at Closing, Seller shall assign to Buyer any and all claims
that Seller may have to insurance and/or any and all causes of action with
respect to such casualty or loss relating to the Real Property. Furthermore, at
Closing, Seller shall pay to Buyer, by the plain check of the Title Company, an
amount equal to all payments theretofore made with respect to such casualty or
loss. Any negotiations, agreements or contests, or offers or awards relating to
such casualty or loss shall be subject to the participation and consent of
Buyer.  Buyer agrees to act with
promptness and reasonableness in its participation in any such negotiations,
agreements or contests or offers or awards.


28.        Affordable Lots.


As part of the
Governmental Approvals, Seller is obligated to construct seventeen (17)  Affordable Lots either on-site or
off-site.  Seller has entered into an
Agreement dated November 29, 2000 (“B’Nai B’Rith Agreement”) with B’Nai B’Rith
Elmwood House, Inc. (“B’Nai B’Rith”) to facilitate the construction of 15 low
income homes on property owned by B’Nai B’Rith.  Seller shall provide evidence satisfactory to Buyer that the
construction of 15 Affordable Lots on property owned by B’Nai B’rith completely
satisfies the Governmental Approvals. 
If B’Nai B’rith fails to complete construction of the homes or if Seller
otherwise fails to satisfy its obligations with respect to the Affordable Lots
(such as by entering into a Regional Contribution Agreement) by the earlier of
(i) Buyer’s prepayment of the entire amount due under the Note or (ii) the
maturity date of the Note, then Buyer shall have the automatic right to set off
against the amounts due under the Note, such set-off be equal to the amount of
$57,000 x the number of Affordable Lots required to be constructed on the Real
Property. In the event Buyer exercises its set-off rights hereunder and Seller
subsequently satisfies its obligations with respect to the Affordable Lots,
then in that event, Buyer shall reimburse Seller the sum of $57,000 x the
number of Affordable Lots not required to be constructed on the Real
Property(but in no event more than amount set-off) less any expenses incurred
by Buyer as result of Seller’s delay in satisfying this obligation.


29.        Models and Sales Center.


             Seller has constructed six (6)
models on the Entire Tract, being more specifically described in Exhibit L
attached hereto and made a part hereof (“Models”).  Seller has conveyed the Models to Strategic Capital Resources,
Inc. (“Strategic”) as part of a financing transaction.


             The Model Furnishings being more
specifically described in Exhibit P attached
hereto and made a part hereof are owned by Seller.  At Closing, Seller shall convey fee simple title to the Model
Furnishings to Buyer or its designee by delivery of a Bill of Sale upon payment
of Seventy-Three Thousand Five Hundred Dollars ($73,500) in cash, which amount
is in addition to the Purchase Price.. 
Title to the Model Furnishings shall be good and marketable  free of all liens, encumbrances, leases or
other rights.


             In addition to the Models, Seller
has constructed a sales center on one of the Lots (being Block 15.06, Lot 15)
(“Sales Center”).  Seller is the fee
owner of the Sales Center and shall convey the same to Buyer at Closing in
accordance with the terms and provisions of this Agreement upon payment of  Two Hundred Thousand Dollars ($200,000) in
cash, which amount is in addition to the Purchase Price.


30.        Warranty.


             Seller has issued a ten year
builder’s warranty (issued by Residential Warranty Corporation) for each of the
Settled Lots and Model Lots in accordance with the terms and provision of the New Home Warranty and Builder’s Registration Act (N.J.S.A.
46:3B-1 et seq.)(“Home Warranty”) and has further warranted the construction of
certain improvements in accordance with the terms and provisions of the Planned Real Estate Development Full Disclosure Act
(N.J.S.A. 45:22A-21 et seq.) (“PRED Warranties”).  If required by the New Jersey Department of Community Affairs,
Seller will reissue such warranty, as its cost and expense, for each of Model
Lots when each Model Lot is conveyed to a third party purchaser.  The Home Warranty and PRED Warranties are
collectively known as “ Warranties.” 
Seller desires to engage Buyer to supervise any repair work required
under the   Warranties.  Buyer’s agreement to supervise and
coordinate the repair work under the Warranties shall not be construed as or
obligate Buyer to assume the obligations under the Warranties.   Buyer shall engage, on Seller’s behalf, all
subcontractors needed to perform the repair (endeavoring to use the Seller’s
subcontractors if such subcontractors provided a warranty for the item to be
repaired) work under the Warranties, and Seller shall pay all such
subcontractors within thirty (30) days after receipt.  If Seller does not pay such subcontractors, Buyer shall have the
right to pay such amounts and set off those amounts against the amounts due
under the Note.  With respect to any
claim for repairs that would cost less than $500 as to any individual repair or
less than $1,000 in the aggregate as to all repairs requested to a single home,
Buyer shall have the right to determine whether to honor a warranty work
request by a homeowner.  As to any
warranty work request which would exceed the foregoing limits, Buyer shall not
undertake such warranty work without Seller’s prior written consent (which
consent shall be deemed to have been given unless Seller objects to such
warranty work by written notice to Buyer within ten (10) days following
Seller’s receipt of written notice from Buyer of such request).


31.        Seller’s Employees.


             At Closing and in consideration for
Seller keeping the sales offices open until the date of Closing and continuing
to offer Lots for sale in the normal course of business,  Buyer shall reimburse to Seller one-half of
the wages (excluding any employee benefits, such as medical premiums) of the
sales staff (being the salesperson, hostess, and selection employee) incurred
from the date of this Agreement until Closing. 
The amount to be reimbursed to Seller for such wages shall in no event
exceed One Thousand Five Hundred Dollars ($1500.00) per week.  In addition, at Closing, Buyer shall reimburse
Seller one-half of advertising costs incurred by Seller for advertisements for
the Real Property run from the date of this Agreement until Closing, such
amount will not exceed the amounts set forth in Exhibit Q
attached hereto and made a part hereof.


32.        Performance Bonds.


             Attached hereto and made a part
hereof as Exhibit I is a true and
correct list of all performance and maintenance bonds posted by Seller, at its
sole cost and expense (“ Bonds”) and inspection escrows (“Inspection
Escrows”).  The parties agree and
acknowledge that the amount of the Inspection Escrows will change since Seller
will continue to construct homes and improvements at the Real Property.   The parties shall make good faith efforts
and work with each other and the governmental entities holding the Inspection
Escrows to obtain a correct accounting of the Inspection Escrows as of the date
of Closing.  Buyer, at its cost and
expense, shall diligently and in good faith, replace such Bonds and Inspection
Escrows as soon as reasonably possible but in no event earlier than the date of
Closing. Buyer shall tender the replacement Bonds by the date of Closing.


33.        Village Greenes Community
Association.


             Seller has formed Village Greenes
Community Association, Inc. (“Association”) and has recorded the Declaration in
accordance with the terms and provisions of the POS.  Seller has complied with the terms and provisions of the POS and
Declaration.   Buyer acknowledges that
it will need to amend the POS to reflect Buyer’s interest in the Lots.  Such amendment shall be subject to review
and approval by the New Jersey Department of Community Affairs pursuant to the
terms and provisions of Planned Real Estate
Development Full Disclosure Act (N.J.S.A. 45:22A-21 et seq.) (“DCA
Approval”).   Buyer’s receipt of the DCA
Approval is not a condition precedent to Closing hereunder.  Nevertheless, Seller shall cooperate with
Buyer and promptly shall provide Buyer with such documentation requested by
Buyer in order to facilitate the DCA Approval. 
At Closing, Seller shall cause its representatives to resign as
directors of the Association to be replaced by Buyer’s representatives.  Immediately upon execution of this   Agreement, Seller shall provide Buyer with
the latest financial statements of the Association together with a copy of the
latest audit of Association’s funds.


34.        Sales Commissions.


             After Closing, Buyer shall pay
all  real estate commissions due and
payable on Outstanding Agreements which settle after Closing.  In the event Seller has prepaid such
commission or any portion thereof, Buyer shall reimburse Seller the amount of
such prepayment at Closing.


35.        Construction Costs.


             At Closing, in addition to the
Purchase Price, Buyer shall reimburse Seller the Construction  Costs (as hereinafter defined) pursuant to
the Combined Job Cost Activity Report (as agreed to by the parties during the
Due Diligence Period) as of the date of Closing for the WIP Lots.  Seller shall prepare a Combined Job Cost
Activity Report for each WIP Lot under construction, which shall be agreed to
by the parties.  A sample of the
Combined Job Cost Activity Report is attached hereto as Exhibit R
attached hereto and made part hereof.


             Buyer acknowledges that during the
term of this Agreement, Seller will continue to construct homes on the WIP
Lots.  Accordingly, the parties agree
that the Construction Costs of each WIP Lot will need to be determined by the
parties immediately prior to Closing and any work performed on the WIP Lots but
not detailed on the Combined Job Cost Activity Report shall be paid by Buyer to
the subcontractor (subject to Buyer’s verification of such work).  The term “Construction Costs” shall include
the sums expended for wages of Seller’s construction personnel supervising the
WIP Lots and such other amounts agreeable to parties as detailed in the
Combined Job Cost Activity Report.


36.        Site Improvements.


             The parties acknowledge that Seller
has partially completed the site improvements for the Entire Tract.  After Closing, Buyer shall be responsible
for completion of the remaining site 
improvements.  Accordingly,
Seller shall provide Buyer with a Site Credit (as hereinafter defined) equal to
the amounts described in Exhibit S.  The Site Credit shall equal the costs to
complete the  uncompleted site
improvements, including , but not limited to, direct construction costs,
bonding fees, inspection fees, dedication costs, installation and replacement
of street trees and other landscaping required pursuant to the Governmental
Approvals.  The Site Credit shall be
allocated in the following manner: (i) if the site work is estimated  by the parties (using reasonable discretion)
to be completed within twelve (12) months of the date of Closing, that portion
of the Site Credit attributable to such work shall be reimbursed by Seller upon
Buyer’s presentation of the invoice for such work, and (ii) if the site work is
estimated by the parties (using reasonable discretion) to be completed more
than twelve (12) months after the date of Closing, that portion of the Site
Credit attributable to such work shall be credited against the principal amount
of the Note.  In addition, any amounts
needed to repair the existing site improvements (as noted on the Pre-Closing
Inspection described in Paragraph 37 below) shall be added to the Site Credit,
and allocated in the same manner as the Site Credit.


37.        Pre- Closing Inspection.


             Prior to
Closing, representatives of the parties shall inspect the Entire Tract
excepting the Settled Lots to determine (i) the condition of the Site
Improvements installed by Seller and note any repairs to be made thereto, (ii)
stage of completion of the WIP Lots under construction so that the proper
amount of Construction Costs can be allocated to such Unit and reimbursed to
Seller at Closing, (iii) the stage of completion of the Site Improvements, and
(iv) the general state of improvements constructed by Seller.  At such inspection, Buyer and Seller shall
detail these items on a written inspection report, to be signed by Buyer and
Seller.


38.        Indemnity.


             Seller hereby agrees to indemnify,
defend and hold Buyer, its officers, directors, shareholders, employees,
representatives, agents, successors and assigns harmless from and against and
to reimburse Buyer with respect to all losses, claims, demands, liabilities,
obligations, causes of action, damages, costs, expenses, fines, or penalties (including,
without limitation, reasonable attorneys’ fees and costs) (collectively,
“Losses”) suffered by or asserted against Buyer arising from or relating to (i)
Seller’s installation, construction, repair or replacement of any of the
improvements (including, but not limited to, the improvements on Settled Lots)
existing as of the date of Closing, 
(ii) its actions or inaction as Declarant with respect to the
Association, (iii) the sale, construction and settlement of any Settled
Lots.  This indemnity shall survive for
a period of two (2) years after the date of Closing.  Notwithstanding any other provisions of Paragraph 38, no claim
for indemnification shall be asserted unless the aggregate of all Losses exceed
$50,000, in which case the indemnity shall cover all Losses in excess of
$25,000.  Further, any claim for
indemnification by Buyer under this Paragraph 38 arising from the turnover to
the Association of common areas and improvements therein (including, without
limitation, costs of repairs or replacements to such improvements) shall be
limited such that Seller’s indemnification obligation (which shall likewise be
limited to the extent provided in the immediately preceding sentence) shall be
pro rated based on the ratio of Settled Lots to the total number of homes to be
built within the Entire Tract as permitted under all applicable governmental
approvals.


             Buyer hereby agrees to indemnify,
defend and hold Seller, its officers, directors, shareholders, employees,
representatives, agents, successors and assigns harmless from and against and
to reimburse Seller with respect to all losses, claims, demands, liabilities,
obligations, causes of action, damages, costs, expenses, fines, or penalties
(including, without limitation, reasonable attorneys’ fees and costs) suffered
by or asserted against Seller arising from or relating to (i) Buyer’s
installation, construction, repair or replacement of any of the
improvements,  (ii) its actions or
inaction as Declarant with respect to the Association, and (iii) the sale,
construction and settlement by it of any Vacant  Lots, WIP Lots or Affordable Lots.  This indemnity shall survive for a period of two (2) years after
the date of Closing.  Notwithstanding
any other provisions of Paragraph 38, no claim for indemnification shall be
asserted unless the aggregate of all Losses exceed $50,000, in which case the
indemnity shall cover all Losses in excess of $25,000. Further, any claim for
indemnification by Seller under this Paragraph 38 arising from the turnover to
the Association of common areas and improvements therein (including, without
limitation, costs of repairs or replacements to such improvements) shall be
limited such that Buyer’s indemnification obligation (which shall likewise be
limited to the extent provided in the immediately preceding sentence) shall be
pro rated based on the ratio of number of Lots conveyed by Buyer to the total
number of homes to be built within the Entire Tract as permitted under all
applicable governmental approvals.


39.        Counterparts.


             This Agreement may be executed in
any number of counterparts, each of which when executed and delivered shall be
an original, but all such counterparts shall constitute one and the same
instrument.


40.        Mutual Cooperation.


             Buyer and Seller agree to mutually
cooperate, as required or appropriate to carry out the intent and purposes of
this Agreement.


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement the day and year first
above written.


	 	 	SELLER:
	 	 	 
	 	 	ROTTLUND HOMES OF NEW JERSEY, INC
	 	 	

	 
	 	 	Attest
	 	 	 
	 	 	By:/s/ Steven A. Kahn
	 	 	 
	 	 	BUYER:
	 	 	 
	 	 	ORLEANS HOMEBUILDERS, INC.
	 	 	By: /s/ Benjamin D. Goldman
	 	 	   Vice-Chairman
	 	ATTEST:	[SEAL]
	 	 	

	 
	 	 	Lawrence J. Dugan, Assistant Secretary