Prepared by MerrillDirect





Exhibit 10.14


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 of approximately 9.821 acres of land located in the Township of
Monroe (“Township”), Gloucester County, being more particularly described in Exhibit A
attached hereto and made a part hereof (the "Entire Tract").


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


             C.          The
Entire Tract excepting thereon and therefrom the Seller Lots shall be
hereinafter referred to as the “Real Property” and is more particularly
described in Exhibit C attached
hereto and made a part hereof.  The Real
Property consists, in part, of fifteen (15) Lots (as hereinafter defined) and
associated improvements, open space, common areas and roads.


             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  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 “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 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 Monroe’s, Gloucester 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.


             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, consisting of the following:


             (a)         The
lands more fully described on Exhibit C
attached hereto, together with the 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.


             The purchase price ("Purchase
Price") for the Real Property shall be calculated at the rate of
Forty-Eight Thousand Dollars ($48,000) per Lot.  At Closing, Buyer shall pay the balance of the Purchase Price
(less the Deposit) in cash by wire transfer. 
In addition at Closing, Buyer shall reimburse Seller the sum of $5,267
per Lot for water/sewer connection fees paid by Seller.  Seller shall provide a letter from the water
and sewer supplier of such payment.


3.          Deposit.


             Buyer shall pay to Settlers Title
Agency, Inc.  (the "Title
Company") a deposit in the sum of Ten Thousand Dollars ($10,000.00) ((the
"Deposit") within three (3) business days of the complete execution
of this Agreement.  The Deposit 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 E
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.  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
Paragraphs 5 and 26 hereof, the 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)        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 Real Property to Buyer or
its designee by delivery of the Deed (as hereinafter defined).  Title 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 Real Property.


             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 (the
"Deed"), an Affidavit of Title and such other documents (including,
but not limited to, 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 Real Property in accordance with the
requirements of paragraph 6(a) above, Buyer shall have the option (i) of taking
such title to the Real Property 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            , prepared by           for part of the Entire Tract
(“Environmental Report”), 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 Report, 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
a complete and accurate copy of the Environmental Report together with reliance
letters from the consultant who prepared such report 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)         There
are no 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 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)         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 Seller 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 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)          To
its 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.


             (m)        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.


             (n)        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.


             (o)        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.


             (p)        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.


             (q)        Other
than those items listed on the Payables Schedule attached hereto as Exhibit F
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.


             (r)         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, including, but not limited to those approvals,
permits and licenses listed in Exhibit G 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.


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
toany 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)        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.


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.  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.   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 Two (2) or more Lots or an
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.


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
#:651-638-0501

                                        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: 1-856-795-05754


                           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 Buyer’s agreement to pay Cohen Schatz Associates, Inc., a licensed
New Jersey real estate broker, pursuant to a separate agreement.  Buyer 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,
but 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.


             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.


             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.


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


             (c)         If
the Real Property or any portion thereof have been or are assessed as
agricultural or horticultural under the "Farmland Assessment Action of
1964" (N.J.S.A. 54:4 23.1) or other similar acts,  and the Real Property is subjected to a
"rollback" tax as a result of the change in use, then, in that event,
Seller shall be responsible for any and all accrued taxes, interest and penalty
imposed upon the Real Property which may be eventually assessed against the
Real Property.  At Closing, Seller shall
deposit with the Title Company the amount estimated for the rollback
taxes.  When the rollback tax bills are
received, the bills shall be forwarded to the Title Company for processing of
payment.  If the total liability is less
than the estimated amount, the excess shall be released to Seller.  If the total liability exceeds the estimated
amount, Seller shall pay promptly the deficit to the Title Company.


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 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.


             [Intentionally deleted.]


29.        Performance Bonds.


             Attached hereto and made a part
hereof as Exhibit E 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.


30.        [Intentionally Deleted]


31.        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 H.
 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
credited against the Purchase Price.  In
addition, any amounts needed to repair the existing site improvements (as noted
on the Pre-Closing Inspection described in Paragraph 32 below) shall be added
to the Site Credit, and allocated in the same manner as the Site Credit.


32.        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)
the stage of completion of the Site Improvements, and (iii) 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.


33.        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
Seller Lots) existing as of the date of Closing and (ii) the sale, construction
and settlement of any Seller  Lots.  This indemnity shall survive for a period of
two (2) years after the date of Closing. 
Notwithstanding any other provisions of Paragraph 33, 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.


             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,
and (ii) the sale, construction and settlement by it of the Lots.  This indemnity shall survive for a period of
two (2) years after the date of Closing. 
Notwithstanding any other provisions of Paragraph 33, 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.


34.        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.


35.        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