Exhibit 10.63






Exhibit 10.63 






AGREEMENT OF SALE AND
PURCHASE 



        THIS
AGREEMENT OF SALE AND PURCHASE (“Agreement”) is made this
5th day of August, 2004 by and between KEMBLE-MORRIS L.L.C., a limited liability
company organized under the laws of the State of New Jersey having an address c/o
Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016
(“Seller”), and PERGOLA HOLDING, INC., having an
address at c/o Falcon Real Estate Investment Company, Ltd., 570 Lexington Avenue,
32nd Floor, New York, New York 10022
(“Purchaser”). 



        In
consideration of the mutual promises, covenants, and agreements set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser agree as follows: 



ARTICLE I
DEFINITIONS 





        Section
1.1     Definitions.  For purposes of this Agreement,  the following  capitalized terms
have the meanings set forth in this Section 1.1: 




        “Access
Agreement” means that certain Agreement for the provision of cable television
services to Property between Seller and CSC TKR, Inc., D/B/A Cablevision of Morris, dated
June 12, 2003. 



        “Accommodating
Party” has the meaning ascribed to such term in Section 10.7. 



        “Assignment”
has the meaning ascribed to such term in Section 10.3(d) and shall be in the form
attached hereto as Exhibit A. 



        “Assignment
of Leases” has the meaning ascribed to such term in Section 10.3(c) and
shall be in the form attached hereto as Exhibit B. 



        “Authorities”
means the various federal, state and local governmental and quasi-governmental bodies or
agencies having jurisdiction over the Real Property and Improvements, or any portion
thereof. 



        
“Broker” has the meaning ascribed to such term in Section 16.1. 



        “Business
Day” means any day other than a Saturday, Sunday or a day on which national
banking associations are authorized or required to close. 



        “Certificate
as to Foreign Status” has the meaning ascribed to such term in
Section 10.3(g) and shall be in the form attached as
Exhibit J. 



        “Certifying
Person” has the meaning ascribed to such term in Section 4.3(a). 



        “Closing”
means the consummation of the purchase and sale of the Property contemplated by this
Agreement, as provided for in Article X. 



        “Closing
Date” means the date on which the Closing of the transaction contemplated
hereby actually occurs. 



        “Closing
Statement” has the meaning ascribed to such term in Section 10.4(a). 



        “Closing Surviving
Obligations” means the rights, liabilities and obligations set forth in
Sections 3.2, 4.3, 5.2, 5.4, 7.1(d), 8.1(a), (b), (c) and (e), 8.2, 8.3, 10.4, 10.6, 11.1,
11.2, 16.1, 18.3 and 18.9 and Article XIV, and any other provisions which pursuant to
their terms survive the Closing hereunder. 



        “Code”
has the meaning ascribed to such term in Section 4.3. 



        “Confidentiality
Agreement” means that certain Confidentiality Agreement dated July 6, 2004
between Falcon Real Estate Investment Company, Ltd. and Broker. 



        “Corporate
Authority” has the meaning ascribed to such term in Section 8.1. 



        “Deed”
has the meaning ascribed to such term in Section 10.3(a). 



        “Delinquent
Rental” has the meaning ascribed to such term in Section 10.4(b). 



        “Deposit
Delivery Date” has the meaning ascribed to such term in Section
4.1(a). 



        “Detention
Pond Annual Actions” has the meaning ascribed to such term in Section
7.1(d). 



        “Documents”
has the meaning ascribed to such term in Section 5.2(a). 



        “Drainage
Agreement” has the meaning ascribed to such term in Section 7.1(d). 



        “Earnest
Money Deposit” has the meaning ascribed to such term in Section 4.1. 



        
“Effective Date” means the latest date on which this Agreement has
been executed and delivered by Seller or Purchaser, which date shall be set forth opposite
such party’s signature. 



        
“Environmental Laws” means each and every applicable federal, state,
county and municipal statute, ordinance, rule, regulation, code, order, requirement,
directive, and binding written policy pertaining to Hazardous Substances issued by any
Authorities and in effect as of the date of this Agreement with respect to or which
otherwise pertains to or affects the Real Property or the Improvements, or any portion
thereof, the use, ownership, occupancy or operation of the Real Property or the
Improvements, or any portion thereof, or Purchaser, and as same have been amended,
modified or supplemented from time to time prior to the Effective Date, including but not
limited to the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49
U.S.C. § 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §
6901 et seq.), as amended by the Hazardous and Solid Wastes Amendments of 1984, the Water
Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42
U.S.C. § 300f et seq.), the Clean Water Act (33 U.S.C. § 1321 et seq.), the
Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C.
§ 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.),
the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et
seq.), the Radon Gas and Indoor Air Quality Research Act of 1986 (42 U.S.C. § 7401 et
seq.), the National Environmental Policy Act (42 U.S.C. § 4321 et seq.), the
Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), the
Occupational Safety and Health Act (29 U.S.C. § 651 et seq.) the New Jersey
Environmental Rights Act (N.J.S.A. 2A:35A-1 et seq.), the New Jersey Air Pollution Control
Act (N.J.S.A. 26:2C-1 et seq.), the Hazardous Substances Discharge: Reports and Notices
Act (N.J.S.A. 13:1K-15 et seq.), the Industrial Site Recovery Act (N.J.S.A. 13:1K-6 et
seq.), the New Jersey Underground Storage of Hazardous Substances Ace (N.J.S.A. 58:10A-21
et seq.) (collectively, the “Environmental Statutes”), and
any and all rules and regulations which have become effective prior to the date of this
Agreement under any and all of the Environmental Statutes. 




2







        “Escrow
Agent” means the Title Company as hereinafter defined. 



        “Exchanging
Party” has the meaning ascribed to such term in Section 10.7. 



        “Existing
Legal Discrepancy” has the meaning ascribed to such term in Section
6.1. 



        
“Existing Survey” means Seller’s existing survey of the Real
Property dated October 31, 1997, prepared by Kennon Surveying Services, Inc. 



        
“Governmental Regulations” means all statutes, ordinances, rules and
regulations of the Authorities applicable to Seller or the use or operation of the Real
Property or the Improvements or any portion thereof. 



        “Hazardous
Substances” means (a) asbestos, radon gas and urea formaldehyde foam
insulation, (b) any solid, liquid, gaseous or thermal contaminant, including smoke
vapor, soot, fumes, acids, alkalis, chemicals, petroleum products or byproducts,
polychlorinated biphenyls, phosphates, lead or other heavy metals and chlorine,
(c) any solid or liquid waste (including, without limitation, hazardous waste),
hazardous air pollutant, hazardous substance, hazardous chemical substance and mixture,
toxic substance, pollutant, pollution, regulated substance and contaminant, and
(d) any other chemical, material or substance; to the extent that the presence of or
exposure to the substances listed in (a), (b), (c) or (d) above is prohibited, limited or
regulated by any Environmental Laws. 



        “Improvements”
means all buildings, structures, fixtures, parking areas and other improvements located on
the Real Property. 



        “Intangible
Property” has the meaning ascribed to such term in Section 2.1(g). 




3







        “Lease
Schedule” has the meaning ascribed to such term in Section 5.2(a) and is
attached as Exhibit F. 



        “Leases”
means the lease and other agreements entered into by Seller (or a
predecessor-in-interest) as landlord with respect to the use and occupancy of the
Property, together with all amendments, renewals and modifications thereof, if any, and
all guaranties thereof, if any, shown on the Lease Schedule. 



        “Licensee
Parties” means Purchaser and its authorized agents and representatives. 



        “Licenses and
Permits” means, collectively, all of Seller’s right, title and interest,
if any, to the extent assignable, in and to licenses, permits, certificates of occupancy,
approvals, dedications, subdivision maps and entitlements now or hereafter issued,
approved or granted by the Authorities to Seller exclusively in connection with the Real
Property and the Improvements, together with all renewals and modifications thereof. 



        “Permitted
Exceptions” has the meaning ascribed to such term in Section 6.2(a). 



        “Permitted Parties”
has the meaning ascribed to such term in Section 12.1. 



        “Personal
Property” means all of Seller’s right, title and interest, if any, in
and to all equipment, appliances, tools, supplies, machinery, artwork, furnishings and
other tangible personal property attached to, appurtenant to, located in and used
exclusively in connection with the ownership or operation of the Improvements and situated
at the Property at the time of Closing together with all books, records and files of
Seller relating to the Real Property, Improvements and the Leases, and all keys and
security cards to the Real Property and Improvements in Seller’s possession.
Notwithstanding the preceding sentence, “Personal Property” shall not include
(a) any proprietary or confidential materials, or (b) any property owned by tenants or
others. 



        “Pond”
has the meaning ascribed to such term in Section 7.1(d). 



        “Property”
has the meaning ascribed to such term in Section 2.1. 



        “Proration
Items” has the meaning ascribed to such term in Section 10.4(a). 



        “Purchase
Price” has the meaning ascribed to such term in Section 3.1. 



        “Purchaser’s
Affiliates” means any past, present or future: (i) shareholder, partner,
member, manager or owner of Purchaser (ii) entity that, directly or indirectly,
controls, is controlled by or is under common control with Purchaser and (iii) the
heirs, executors, administrators, successors and assigns of any or all of the foregoing. 



        “Real
Property” means that certain parcel or parcels of real property located at
340 Mt. Kemble Avenue, Morris Township, New Jersey as more particularly described on the
legal description attached hereto and made a part hereof as
Exhibit D, together with all of Seller’s right, title and
interest, if any, in and to the appurtenances pertaining thereto, including but not
limited to Seller’s right, title and interest in and to the adjacent streets, alleys,
right-of-ways and strips or gores of land, and any easement rights, air rights, subsurface
development rights and water rights. 




4







        “Recognized
Terrorist” has the meaning ascribed to such term in Section 8.2(a). 



        “Rental”
has the meaning ascribed to such term in Section 10.4(b), and same are
“Delinquent” in accordance with the meaning ascribed to such term in
Section 10.4(b). 



        “Required
Exceptions” has the meaning ascribed to such term in Section 6.3(b). 



        “Scheduled
Closing Date” means September 30, 2004. 




        
“Seller’s Affiliates” means any past, present or future:
(i) shareholder, partner, member, manager or owner of Seller; (ii) entity that,
directly or indirectly, controls, is controlled by or is under common control with Seller
and (iii) the heirs, executors, administrators, personal or legal representatives,
successors and assigns of any or all of the foregoing. 



        “Seller’s
Knowledge” means the present actual (as opposed to constructive or
imputed) knowledge solely of Albert Spring, Vice President of Operations, and John DeCaro,
Property Manager, of Mack-Cali Realty Corporation, without any independent investigation
or inquiry whatsoever. 



        
“Significant Portion” means, for purposes of the casualty provisions
set forth in Article XI hereof, damage by fire or other casualty to the Real Property
and the Improvements or a portion thereof, (a) the cost of which to repair would exceed
Five Million Dollars ($5,000,000) in the aggregate, or (b) which would allow the Tenant to
terminate its Leases. 



        “Tenant
Costs” has the meaning ascribed to such term in Section 10.4(d). 



        “Tenant Notice
Letter” has the meaning ascribed to such term in Section 10.2(e), and is
to be delivered by Purchaser to Tenant pursuant to Section 10.6. 



        “Tenant”means
AT&T Corp. 




        
“Termination Surviving Obligations” means the rights, liabilities and
obligations set forth in Sections 5.4, 12.1, 16.1, 18.3 and 18.9, and Articles XIII
and XIV, and any other provisions which pursuant to their terms survive any
termination of this Agreement. 



        “Title
Commitment” has the meaning ascribed to such term in Section 6.2(a). 



        “Title Company”
means Commonwealth Land Title Insurance Company having an address at 655 Third Avenue,
11th Floor, New York, New York 10017, Attention: Peter G. Doyle, or any other
title insurance company or title companies designated by Purchaser after the date hereof. 



        “Title
Objections” has the meaning ascribed to such term in Section 6.2(a). 




5







        “Title Policy”
has the meaning ascribed to such term in Section 6.2(a). 



        “Township”
has the meaning ascribed to such term in Section 7.1(d). 



        “Updated
Survey” has the meaning ascribed to such term in Section 6.1. 



        “Voluntary
New Title Defect” has the meaning ascribed to such term in Section
6.2(a). 



        Section
1.2     References: Exhibits and Schedules. Except as otherwise specifically
indicated, all references in this Agreement to Articles or Sections refer to Articles or
Sections of this Agreement, and all references to Exhibits or Schedules refer to Exhibits
or Schedules attached hereto, all of which Exhibits and Schedules are incorporated into,
and made a part of, this Agreement by reference. The words “herein,” “hereof,”“hereinafter” and
words and phrases of similar import refer to this Agreement as a whole and not to any
particular Section or Article.  




ARTICLE II
AGREEMENT OF PURCHASE
AND SALE 





        Section
2.1     Agreement. Seller hereby agrees to sell, convey and assign to
Purchaser, and Purchaser hereby agrees to purchase and accept from Seller, on the Closing
Date and subject to the terms and conditions of this Agreement, all of the following
(collectively, the “Property”):  




	(a) 	       
              the
Real Property;  






	(b) 	       
              the
Improvements;  






	(c) 	       
              the
Personal Property;  






	(d) 	       
              all
of Seller’s right, title and interest as lessor in and to the Leases;  






	(e) 	       
              to
the extent assignable, the Licenses and Permits;  






	(f) 	       
              the
Access Agreement; and  






	(g) 	       
              all
of Seller’s right, title and interest, to the extent assignable or
          transferable, in and to (i) the rights of Seller (if any) to the name
          “Kemble Plaza I”; (ii) any goodwill related to the Property; (iii)
any           guaranties and warranties in effect with respect to any portion of the Real
          Property, Improvements or the Personal Property; (iv) the plans and
          specifications prepared in connection with the construction of the
Improvements,           including, but not limited to, “as built” plans and
specifications;           (v) all booklets and manuals, advertising materials, utility
contracts,           telephone exchange numbers (if any); and (vi) all other intangible
rights,           titles, interests, privileges and appurtenances owned by Seller and
related to           or used exclusively in connection with the ownership, use or
operation of the           Real Property, the Improvements, Personal Property, or Leases,
but specifically           excluding any proprietary or confidential materials and any
property that serves           or is used in connection with any property other than the
Property (all of the           foregoing being collectively referred to herein as the
“Intangible           Property”). Purchaser and Seller
acknowledge and agree that           the only Personal Property included in this sale are
keys and security cards to           the Real Property.  







6







        Section
2.2     Indivisible Economic Package. Purchaser has no right to purchase,
and Seller has no obligation to sell, less than all of the Property, it being the express
agreement and understanding of Purchaser and Seller that, as a material inducement to
Seller and Purchaser to enter into this Agreement, Purchaser has agreed to purchase, and
Seller has agreed to sell, all of the Property, subject to and in accordance with the
terms and conditions hereof.  




ARTICLE III
CONSIDERATION 





        Section
3.1     Purchase Price. The purchase price for the Property (the “Purchase
Price”) shall be SEVENTY-SEVEN MILLION DOLLARS ($77,000,000) in
lawful currency of the United States of America, payable as provided in Section 3.3.
No portion of the Purchase Price shall be allocated to the Personal Property 




        Section
3.2     Assumption of Obligations. As additional consideration for the
purchase and sale of the Property, at Closing Purchaser will assume all of the covenants
and obligations of Seller pursuant to the Leases, Access Agreement, Licenses and Permits
and the Intangible Property, which are to be performed subsequent to the Closing Date.
Seller shall be liable for and shall satisfy all of the obligations of Seller pursuant to
the Access Agreement, the Licenses and Permits, the Intangible Property, and, except as
set forth in Section 5.2 and 10.4(e), the Leases, that are to be performed prior to
Closing, except to the extent credit is given to Purchaser at Closing for the cost of any
such obligations that Seller has not performed prior to Closing (in which event,
Purchaser shall assume such obligations).  




        Section
3.3     Method of Payment of Purchase Price. No later than 1:00 p.m. Eastern
Time on the Closing Date, Purchaser shall pay to Seller the Purchase Price (less the
Earnest Money Deposit), together with all other costs and amounts to be paid by Purchaser
at the Closing pursuant to the terms of this Agreement (“Purchaser’s Costs”),
by Federal Reserve wire transfer of immediately available funds to the account of Escrow
Agent, subject to adjustments and prorations set forth herein. Escrow Agent, following
authorization and instruction by the parties at Closing, shall (i) pay to Seller by
Federal Reserve wire transfer of immediately available funds to an account designated by
Seller, the Purchase Price subject to adjustments and prorations set forth herein, less
any costs or other amounts to be paid by Seller at Closing pursuant to the terms of this
Agreement, (ii) pay to the appropriate payees out of the proceeds of Closing payable
to Seller all costs and amounts to be paid by Seller at Closing pursuant to the terms of
this Agreement, and (iii) pay Purchaser’s Costs to the appropriate payees at
Closing pursuant to the terms of this Agreement. All such costs and payments shall be set
forth on the Closing Statement executed by the parties at closing.  




ARTICLE IV
EARNEST MONEY DEPOSIT
AND ESCROW INSTRUCTIONS 





7







        Section
4.1     The Earnest Money Deposit; Failure to Make Deposit. Within
three (3) Business Days of the execution and delivery of this Agreement by Purchaser (the
“Deposit Delivery Date”), Purchaser shall deposit with the
Escrow Agent, by Federal Reserve wire transfer of immediately available funds, the sum of
Three Million Dollars ($3,000,000) as the earnest money deposit on account of the
Purchase Price (together with any interest earned thereon, the “Earnest Money
Deposit”). In the event Purchaser shall fail to post the Earnest Money
Deposit on or before the Deposit Delivery Date, then Purchaser shall be deemed in default
of this Agreement, and Seller shall be entitled to exercise those remedies contained in
Section 13.2 below which remedies shall include, for purposes of this such default only,
the right to institute suit against Purchaser to collect liquidated damages in an amount
equal to the required Earnest Money Deposit not made.  




        Section
4.2     Escrow Instructions. The Earnest Money Deposit shall be held
in escrow by the Escrow Agent in an interest-bearing account, in accordance with the
provisions of Article XVII. The Earnest Money Deposit and the interest earned
thereon are non-refundable to Purchaser, except as otherwise expressly provided in this
Agreement.  




        Section
4.3     Designation of Certifying Person. In order to assure
compliance with the requirements of Section 6045 of the Internal Revenue Code of
1986, as amended (the “Code”), and any related reporting
requirements of the Code, the parties hereto agree as follows:  




	(a)  	       
The
Escrow Agent agrees to assume all responsibilities for information reporting
                    required under Section 6045(e) of the Code, and Seller and
Purchaser hereby                     designate the Escrow Agent as the person to be
responsible for all information                     reporting under Section 6045(e)of
the Code (the “Certifying Person”).  






	(b)  	       
Seller
and Purchaser each hereby agree:  






	(i)  	       
to
provide to the Certifying Person all information and certifications regarding
                    such party, as reasonably requested by the Certifying Person or
otherwise                     required to be provided by a party to the transaction
described herein under                     Section 6045of the Code; and  






	(ii)  	       
to
provide to the Certifying Person such party’s taxpayer identification
                    number and a statement (on Internal Revenue Service Form W-9 or an
acceptable                     substitute form, or on any other form the applicable
current or future Code                     sections and regulations might require and/or
any form requested by the                     Certifying Person), signed under penalties
of perjury, stating that the taxpayer                     identification number supplied
by such party to the Certifying Person is                     correct.  






ARTICLE V
INSPECTION OF PROPERTY 





        Section
5.1     Evaluation Completed. Purchaser acknowledges that it has
completed its investigation and inspection of the Property to its satisfaction and has
accepted the condition and circumstances of the Property as they currently exist.  




8








        Section
5.2     Roof Replacement Agreement. Seller and Purchaser acknowledge
that the landlord under the Lease with Tenant has the obligation to install a new roof on
the building constituting a portion of the Improvements (the “Roof Replacement”),
and that such work shall not be completed by Closing. Accordingly, Seller and Purchaser
hereby mutually approve those contractors listed on Exhibit C attached
hereto as acceptable contractors for the Roof Replacement. Seller, on or before Closing,
will negotiate a form guaranteed maximum price contract (the “Roof Replacement
Agreement”) with any one of such contractors with such warranties and
other provisions as shall be reasonably acceptable to Purchaser, which Purchaser shall
execute at the Closing (the “GMP”). Notwithstanding Purchaser’s execution
of the Roof Replacement Agreement, Seller shall oversee the Roof Replacement work and
shall consult with Purchaser as necessary, but not less than on a weekly basis, to advise
Purchaser as to the status and progress of such work. In addition, any changes to the GMP
shall require Purchaser’s prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned. At Closing, Seller shall deposit in to
escrow an amount equal to 110% of the cost set forth in the GMP (the “Roof
Replacement Deposit”), which shall be held by Escrow Agent pursuant
to Escrow Instructions executed by Seller and Purchaser which will, among other things,
provide for (a) the release of funds to pay for the Roof Replacement under the GMP, and
(b) the return on monies on deposit to Seller after completion of the Roof Replacement
under the GMP. However, and notwithstanding the deposit of the Roof Replacement Deposit
in to escrow, Seller shall be responsible for all costs incurred in connection with the
Roof Replacement and, to the extent that the Roof Replacement Deposit is insufficient,
Seller shall pay the same to Purchaser promptly (but no more than 15 days) after notice
to Seller of such additional costs.  




        Section
5.3      Intentionally Omitted.  




        Section
5.4     Sale “As Is.” THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER. THIS
AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAD THE
RIGHT TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHER THAN THE MATTERS
EXPRESSLY REPRESENTED BY SELLER IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, BY WHICH ALL
OF THE FOLLOWING PROVISIONS OF THIS SECTION 5.4 ARE LIMITED, PURCHASER HAS NOT RELIED
UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR
WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND PURCHASER
HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE. 




9








        SELLER
SPECIFICALLY DISCLAIMS, AND NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES IS MAKING,
ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO PURCHASER, AND NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR
RELIED UPON BY PURCHASER WITH RESPECT TO THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR
MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO
(a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR
EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS
WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER
UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY
PURCHASER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE
IMPROVEMENTS OR THE PERSONAL PROPERTY, (f) THE FINANCIAL CONDITION OR PROSPECTS OF
THE PROPERTY AND (g) THE COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY OR THE
IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL
LAWS, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, IT BEING THE EXPRESS INTENTION OF
SELLER AND PURCHASER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OF THE
CLOSING DOCUMENTS, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO PURCHASER IN ITS
PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS,” WITH
ALL FAULTS, AND SUBJECT TO REASONABLE WEAR AND TEAR BETWEEN THE DATE HEREOF AND CLOSING.
PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER
OF REAL ESTATE, AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF
PURCHASER’S CONSULTANTS IN PURCHASING THE PROPERTY. PURCHASER HAS BEEN GIVEN A
SUFFICIENT OPPORTUNITY HEREIN TO CONDUCT AND HAS CONDUCTED SUCH INSPECTIONS,
INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE PROPERTY AND RELATED MATTERS AS
PURCHASER DEEMS NECESSARY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AND WILL RELY UPON SAME AND NOT UPON ANY STATEMENTS OF SELLER
(EXCLUDING THE LIMITED MATTERS REPRESENTED BY SELLER IN THIS AGREEMENT OR ANY OF THE
CLOSING DOCUMENTS INCLUDING, WITHOUT LIMITATION, SECTION 8.1 HEREOF) NOR OF ANY
OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER. PURCHASER ACKNOWLEDGES THAT ALL
INFORMATION OBTAINED BY PURCHASER WAS OBTAINED FROM A VARIETY OF SOURCES, AND, EXCEPT FOR
MATTERS EXPRESSLY REPRESENTED BY SELLER IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, SELLER
WILL NOT BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE COMPLETENESS, TRUTH OR ACCURACY OF
ANY OF THE DOCUMENTS OR OTHER SUCH INFORMATION HERETOFORE OR HEREAFTER FURNISHED TO
PURCHASER. UPON CLOSING, PURCHASER WILL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING,
BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN
REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND
AGREES THAT, UPON CLOSING, SELLER WILL SELL AND CONVEY TO PURCHASER, AND PURCHASER WILL
ACCEPT THE PROPERTY, “AS IS, WHERE IS,” WITH ALL FAULTS SUBJECT TO SELLER’S
AGREEMENTS CONTAINED IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING. PURCHASER
FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR
REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR
ANY THIRD PARTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN
STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY
REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET
FORTH OR REFERRED TO HEREIN OR IN THE CLOSING DOCUMENTS. PURCHASER ACKNOWLEDGES THAT THE
PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY
FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE
PROPERTY. PURCHASER, WITH PURCHASER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND
WAIVERS SET FORTH IN THIS AGREEMENT AND UNDERSTANDS THEIR SIGNIFICANCE AND AGREES THAT THE
DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT,
AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO PURCHASER FOR THE PURCHASE
PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT. 




10







        PURCHASER
AND PURCHASER’S AFFILIATES FURTHER COVENANT AND AGREE NOT TO SUE SELLER AND
SELLER’S AFFILIATES AND HEREBY RELEASE SELLER AND SELLER’S AFFILIATES OF AND
FROM AND WAIVE ANY CLAIM OR CAUSE OF ACTION ARISING IN CONNECTION WITH THIS AGREEMENT OR
THE PROPERTY (OTHER THAN THOSE CLAIMS OR CAUSES OF ACTION PURCHASER’S AFFILIATES MAY
HAVE WHICH ARE UNRELATED TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT), INCLUDING
WITHOUT LIMITATION ANY STRICT LIABILITY CLAIM OR CAUSE OF ACTION, THAT PURCHASER OR
PURCHASER’S AFFILIATES MAY HAVE AGAINST SELLER OR SELLER’S AFFILIATES UNDER ANY
ENVIRONMENTAL LAW, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, RELATING TO
ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS IN, ON, UNDER, ABOUT OR MIGRATING FROM
OR ONTO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION AND LIABILITY ACT, OR BY VIRTUE OF ANY COMMON LAW RIGHT, NOW
EXISTING OR HEREAFTER CREATED, RELATED TO ENVIRONMENTAL CONDITIONS OR ENVIRONMENTAL
MATTERS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE PROPERTY. THE TERMS AND
CONDITIONS OF THIS SECTION 5.4 WILL EXPRESSLY SURVIVE THE TERMINATION OF THIS
AGREEMENT OR THE CLOSING, AS THE CASE MAY BE, AND WILL NOT MERGE WITH THE PROVISIONS OF
ANY CLOSING DOCUMENTS AND ARE HEREBY DEEMED INCORPORATED INTO THE DEED AS FULLY AS IF SET
FORTH AT LENGTH THEREIN. 




11







ARTICLE VI
TITLE AND SURVEY
MATTERS 





        Section
6.1     Survey. Purchaser acknowledges receipt of the Existing
Survey, and that Purchaser has reviewed and accepted all of the matters shown on the
Existing Survey with the exception of a discrepancy between the metes and bounds legal
description included on the Survey and the metes and bounds legal description included on
the Title Commitment in that the Title Commitment contains one course and call within the
metes and bounds description that is not included on the Existing Survey (the “Existing
Legal Discrepancy”). Any modification, update or recertification of
the Existing Survey shall be at Purchaser’s election and sole cost and expense. The
Existing Survey together with any update Purchaser has elected to obtain, if any, is
herein referred to as the “Updated Survey.” 




        Section
6.2      Title Commitment.  




	(a) 	       
              Purchaser
acknowledges receipt of that certain title insurance commitment issued           by the
Commonwealth Land Title Insurance Company under Commitment No. S-04 0425           (the
“Title Commitment”), that Purchaser and           Seller
have reviewed all of the matters shown on the Title Commitment, and agree           that
the state of title shown on the pro forma title policy attached           hereto
as Exhibit G so long as the Existing Legal           Discrepancy is
resolved constitutes an acceptable state of title to be conveyed           by Seller to
Purchaser at Closing and that the exceptions noted thereon           constitute Permitted
Exceptions (subject, however, to Purchaser obtaining the           Updated Survey and
providing the same to the Title Company as required by the pro forma title
policy). By the date (the “New Objection           Date”)
which is five (5) Business Days after           Purchaser’s counsel receives notice
of any new exception to the title to           the Real Property raised by the Title
Company after the effective date of the           Title Commitment and prior to the
Closing (or as promptly as possible prior to           the Closing if such notice is
received with less than five (5) Business Days           prior to the Closing), Purchaser
shall provide Seller with written notice of its           objection to such new exception
if Purchaser deems same unacceptable           (“Title Objections”).
Seller covenants and agrees           that neither it nor Seller’s Affiliates shall
voluntarily place or allow           any defects, objections or exceptions to title to
the Property after the date of           the Title Commitment without Purchaser’s
consent, which consent may be           granted or withheld in Purchaser’s sole
discretion (a “Voluntary           New Title Defect”). In
the event Seller does not receive the           Title Objections by the New Objection
Date, Purchaser will be deemed to have           accepted the exceptions to title set
forth on any updates to the Title           Commitment as Permitted Exceptions. Exhibit
G constitutes a           preliminary title report or title commitment, by
the terms of which the Title           Company agrees to issue to Purchaser at Closing,
at Purchaser’s sole cost           and expense, an owner’s policy of title
insurance (the “Title           Policy”) in the amount of
the Purchase Price on the then           standard ALTA owner’s form insuring
Purchaser’s fee simple title to           the Real Property, subject to the terms of
such policy and the exceptions           described therein (including, without
limitation, the standard or general           exceptions). Subject to this Section 6.2(a),
all matters shown on the           Existing Survey and the exceptions shown on Exhibit G          (collectively,
the “Permitted Exceptions”) are           conclusively
deemed to be acceptable to Purchaser.  






	(b) 	       
              All
taxes, water rates or charges, sewer rents and assessments due and payable           with
respect to 2004 and all previous years on the Closing Date which are liens
          against the Real Property and which Seller is obligated to pay and discharge
          will be credited against the Purchase Price (subject to the provision for
          apportionment of taxes, water rates and sewer rents herein contained) and shall
          not be deemed a Title Objection. Notwithstanding the foregoing, to the extent
          that Tenant is obligated to pay such items under the Leases, such items shall
          not be adjusted between the parties at Closing or credited against the Purchase
          Price. If on the Closing Date there shall be financing statements evidencing
          security interests filed against the Property, such items shall not be Title
          Objections if (i) such personal property or fixtures are the property of a
          Tenant, and Seller executes and delivers an affidavit to such effect, or
          (ii) the financing statement was filed more than five (5) years prior to
          the Closing Date and was not renewed. Any other financing statements filed
          against the Property which exist on the Closing Date will be removed by Seller.  







12







	(c) 	       
              If
on the Closing Date the Real Property shall be affected by any lien which,
          pursuant to the provisions of this Agreement, is required to be discharged or
          satisfied by Seller, Seller shall not be required to discharge or satisfy the
          same of record provided the money necessary to satisfy the lien is retained by
          the Title Company at Closing, and the Title Company omits the lien as an
          exception from the Title Commitment, and a credit is given to Purchaser for the
          recording charges for a satisfaction or discharge of such lien.  






	(d) 	       
              No
franchise, transfer, inheritance, income, corporate or other tax open, levied
          or imposed against Seller or any former owner of the Property, that may be a
          lien against the Property on the Closing Date, shall be an objection to title
if           the Title Company omits such exception to the tile policy, and provided
further           that Seller deposits with the Title Company a sum reasonably sufficient
to           secure a release of the Property from the lien thereof. If a search of title
          discloses judgments, bankruptcies, or other returns against other persons
having           names the same as or similar to that of Seller, Seller will deliver to
Purchaser           and the Title Company an affidavit stating that such judgments,
bankruptcies or           other returns do not apply to Seller, and such search results
shall not be           deemed Title Objections so long as Title Company agrees to omit
all such           exceptions from the Title Policy.  






        Section
6.3      Title Defect.  




	(a) 	       
              In
the event Seller receives any Title Objection (collectively and individually,           a
“Title Defect”) within the time periods           required
under Section 6.2 above, Seller shall remove any Required           Exceptions (as
hereinafter defined) and may elect (but shall not be obligated)           to attempt to
remove, or cause to be removed at its expense, any other Title           Defect, and
shall provide Purchaser with notice, within ten (10) days of its           receipt of any
such objection, of its intention to cure any such Title Defect           that is not a
Required Exception. Seller’s failure to reply within such 10           day period
shall be deemed an election by Seller to cause the Title Defects to           be removed.
If Seller is obligated or elects to attempt to cure any Title           Defect, the
Scheduled Closing Date shall be extended, for a period not to exceed           thirty
(30) days, for the purpose of attempting such removal. In the event that           Seller
elects not to attempt to cure any such Title Defect other than a Required
          Exception, Seller shall so advise Purchaser and Purchaser shall have the right
          to terminate this Agreement and receive a refund of the Earnest Money Deposit,
          together with all interest which has accrued thereon, or to waive such Title
          Defect and proceed to the Closing. Purchaser shall make such election within
ten           (10) days of receipt of Seller’s notice. If Purchaser elects to
proceed to           the Closing, any Title Defects waived by Purchaser shall be deemed
Permitted           Exceptions. In any such event of termination, neither party shall
have any           further obligation to the other under this Agreement except for the
Termination           Surviving Obligations. If Seller is unable to timely cure any
Required Exception           or any other Title Defect which Seller elects or is deemed
to elect to remove           within any period elected by Seller shall be deemed a
default by Seller           hereunder.  







13







	(b) 	       
              Notwithstanding
any provision of this Article VI to the contrary, Seller           will be obligated
to cure exceptions to title to the Property, in the manner           described above,
relating to liens and security interests securing any           financings to Seller, any
mechanic’s liens resulting from work at the           Property commissioned by
Seller, and any Voluntary New Title Defect           (collectively the “Required
Exceptions”).  






ARTICLE VII
INTERIM OPERATING
COVENANTS, ESTOPPELS AND SNDA 





        Section
7.1            Interim Operating Covenants.    Seller covenants to Purchaser that Seller will: 




	(a) 	       
    Operations.
From the Effective Date until Closing, continue           to operate and manage the
Improvements in the ordinary course of Seller’s           business and substantially
in accordance with Seller’s present practice,           subject to ordinary wear and
tear and further subject to Article XI           (Condemnation and Casualty) of this
Agreement. From the Effective Date through           the Closing, Seller shall not amend
or terminate any existing Lease or enter           into any new Lease or any leasing
commissions agreement. In addition, Seller           shall not enter in to any service
contract or any other agreement with respect           to the Property where work to be
undertaken under any such service contract or           other agreement will not be
completed prior to Closing or which cannot be           terminated upon a sale of the
Property or thirty (30) days notice without           Purchaser’s prior written
consent, which may be given or denied in           Purchaser’s sole discretion.  






	(b) 	       
    Compliance
with Governmental Regulations. From the           Effective Date until
Closing, not knowingly take any action that would result in           a failure to comply
with all Governmental Regulations applicable to the           Property, it being
understood and agreed that prior to Closing, Seller will have           the right to
contest any such Governmental Regulations.  






	(c) 	       
    Notices.
To the extent received by Seller, from the           Effective Date until Closing,
promptly deliver to Purchaser copies of written           default notices, notices of
lawsuits, notices of violations affecting the           Property, notices of any pending
or threatened condemnation proceeding, written           notices that Tenant intends to
vacate any portion of the Property prior to the           expiration of the term of the
Lease and shall promptly notify Purchaser of any           significant casualty that
occurs with respect to any portion of the Property or           if Seller receives
written notice that any bankruptcy or similar proceedings           have been filed
against Tenant or Tenant has filed for protection under           bankruptcy or similar
laws.  






	(d) 	       
       Pond
Inspection and Certification. The parties acknowledge           that,
pursuant to an agreement (the “Drainage           Agreement”),
dated May 14, 1980, between Mack Properties Co.           No. 4 and the Township of
Morris (the           “Township”), the owner of the
Property has an           annual obligation to cause a New Jersey licensed engineer to
inspect and test           the retention pond (the “Pond”)
on the Property           and to deliver the results of such tests to the Township’s
engineer. If           such tests disclose a reduction in storage capacity or sediment
accumulation           that exceeds the levels set forth in the Drainage Agreement, the
owner of the           Property must perform restoration to the Pond as set forth in the
Drainage           Agreement (all of such required action is hereinafter referred to as
the           “Detention Pond Annual Actions”.) Seller
believes           that it is the Tenant’s responsibility under the Leases to
perform the           Detention Pond Annual Actions. On or before Closing, Seller will
deliver to           Purchaser a written acknowledgement from Tenant confirming that
Tenant has the           obligation under the Leases to perform the Detention Pond Annual
Actions. In the           event that Seller cannot deliver such a certification, then
Seller shall be           obligated to perform the Detention Pond Annual Actions for the
current year at           its sole cost and expense. If such Detention Pond Annual
Actions cannot be           completed prior to Closing, then Seller and Purchaser shall
cooperate and enter           into a reasonably acceptable agreement pursuant to which
Seller shall promptly           complete the same after Closing and, thereafter, any
Detention Pond Annual           Actions shall be the responsibility of Purchaser. The
provisions of the           subparagraph (d) shall survive Closing  







14







        Section
7.2     Estoppel and SNDA. (a) It will be a condition to Closing that Seller
obtain from the Tenant (a) an executed estoppel certificate containing the information
prescribed by the Leases (the “Tenant Estoppel”), and (b) an executed
subordination, non-disturbance and attornment agreement in the form prescribed by the
Leases (the “Tenant SNDA”). Notwithstanding the foregoing, Seller agrees to
request, promptly upon request of Purchaser, that Tenant execute an estoppel certificate
in the form reasonably requested by Purchaser, and a subordination, non-disturbance and
attornment agreement in the form reasonably requested by Purchaser, each of which will be
hereafter provided to Seller by Purchaser, and Seller shall use good faith efforts to
obtain same. Seller shall not be in default of its obligations hereunder if the Tenant
fails to deliver an estoppel certificate, or delivers an estoppel certificate which is
not in accordance with this Agreement but Purchaser shall have the right to terminate
this Agreement and receive a return of the Deposit if Seller in unable to deliver the
Tenant Estoppel and the Tenant SNDA with the information or in the form required by the
Leases with no material revisions.  




ARTICLE VIII
REPRESENTATIONS AND
WARRANTIES 





        Section
8.1     Seller’s Representations and Warranties. The following
constitute the sole representations and warranties of Seller, which representations and
warranties shall be true in all material respects as of the Effective Date and the
Closing. Subject to the limitations set forth in Section 8.3 of this Agreement,
Seller represents and warrants to Purchaser the following:  




	(a) 	       
    Status.
Seller is a limited liability company, duly           organized and validly existing
under the laws of the State of New Jersey.  






	(b) 	       
    Authority.
The execution and delivery of this Agreement and           the performance of Seller’s
obligations hereunder have been or will be duly           authorized by all necessary
action on the part of Seller, and this Agreement           constitutes the legal, valid
and binding obligation of Seller.  







15







	(c) 	       
    Non-Contravention.
The execution and delivery of this           Agreement by Seller and the consummation by
Seller of the transactions           contemplated hereby will not violate any judgment,
order, injunction, decree,           regulation or ruling of any court or Authority or
conflict with, result in a           breach of, or constitute a default under the
organizational documents of Seller,           any note or other evidence of indebtedness,
any mortgage, deed of trust or           indenture, or any lease or other material
agreement or instrument to which           Seller is a party or by which it is bound.  






	(d) 	       
    Suits
and Proceedings. To Seller’s Knowledge, except           as listed in
Exhibit I, there are no legal actions,           suits or
similar proceedings pending and served, or threatened in writing           against Seller
or the Property which (i) are not adequately covered by           existing insurance
and (ii) if adversely determined, would materially and           adversely affect
the value of the Property or Seller’s ability to           consummate the
transactions contemplated hereby.  






	(e) 	       
    Non-Foreign
Entity. Seller is not a “foreign           person” or “foreign
corporation” as those terms are defined in           the Internal Revenue Code of
1986, as amended, and the regulations promulgated           thereunder.  






	(f) 	       
    Tenants.
As of the date of this Agreement, the only direct           tenant of the Property is
Tenant under the Leases listed on the Lease Schedule           listed on Exhibit F.
To the Seller’s Knowledge,           there exist no sub-tenancies at the Property
except as set forth on Exhibit F.  






	(g) 	       
    Leasing
Commission Agreements. There are no leasing           commission
agreements in effect with respect to the Property.  






	(h) 	       
    Environmental
Condition. Except as disclosed in the           Seller’s existing
environmental reports, copies of which have been           delivered or made available to
Purchaser in accordance with subparagraph (i)           below, to Seller’s
Knowledge:  






	(i)  	       
there
are no Hazardous Substances on or affecting the Property, except those in
               compliance with all applicable Environmental Laws;  







16







	(ii)  	       
Seller
has not received any notice from any governmental authority that                Hazardous
Substances have been discharged on the Property, which would allow a
               governmental authority to demand that a cleanup be undertaken; and  






	(iii)  	       
there
are no underground storage tanks at the Property.  






	(i) 	       
    Material
Documents. Seller has made available to Purchaser           at Seller’s
management office at 325 Columbia Turnpike, Florham Park, New           Jersey, copies of
all material documents in its possession relating to the           Property. The Leases
constitute all of the leases, tenancies or occupancies           affecting the Property
entered into by Seller or its predecessors and, except as           contained in the
Leases, Seller has not granted any party the right or option to           purchase the
Property or to lease or occupy any portion thereof. Seller has           delivered to
Purchaser true, correct and complete copies of the Leases listed on Exhibit F. 






	(j) 	       
    Service
Contracts. There are no service contracts or           similar agreements
for the provision of goods or services to the Property to           which Seller is a
party other than any such agreements entered pursuant to           Section 7.1(a)  






	(k) 	       
     Net
Worth. Seller hereby represents, warrants, covenants           and agrees
that it shall maintain a minimum net worth of not less than Twenty           Million
Dollars ($20,000,000) for a period of not less than two (2) years           following
Closing.  






	(l) 	       
    Adverse
Notices. To Seller’s Knowledge, Seller has not           received any
written notice (i) of a default under the Leases which remains           uncured, (ii) of
any violations of law against the Property issued as a result           of any work or
improvements undertaken by Seller or for which Seller would have           an obligation
to cure under the Leases, which remain open and uncured, (iii)           that Tenant
intends to vacate any portion of the Property prior to the           expiration of the
term of the Leases, or (iv) that any bankruptcy or similar           proceedings have
been filed against Tenant or that Tenant has filed for           protection under
bankruptcy or similar laws.  






        Section
8.2     Purchaser’s Representations and Warranties. Purchaser
represents and warrants to Seller the following:  




	(a) 	       
    Status.
Neither Purchaser, nor any officer, director,           shareholder, partner, investor or
member of Purchaser is named by any Executive           Order of the United States
Treasury Department as a terrorist, a “Specially           Designated National and
Blocked Person,” or any other banned or blocked           person, entity, nation or
transaction pursuant to any law, order, rule or           regulation that is enforced or
administered by the Office of Foreign Assets           Control (collectively, an “Identified
Terrorist”.) Purchaser is           not engaging in this transaction on the
behalf of, either directly or           indirectly, any Identified Terrorist.  






	(b) 	       
    Authority.
The execution and delivery of this Agreement and           the performance of Purchaser’s
obligations hereunder have been or will be           duly authorized by all necessary
action on the part of Purchaser and this           Agreement constitutes the legal, valid
and binding obligation of Purchaser.  






	(c) 	       
    Non-Contravention.
The execution and delivery of this           Agreement by Purchaser and the consummation
by Purchaser of the transactions           contemplated hereby will not violate any
judgment, order, injunction, decree,           regulation or ruling of any court or
Authority or conflict with, result in a           breach of or constitute a default under
the organizational documents of           Purchaser, any note or other evidence of
indebtedness, any mortgage, deed of           trust or indenture, or any lease or other
material agreement or instrument to           which Purchaser is a party or by which it
is bound.  






	(d) 	       
    Consents.
No consent, waiver, approval or authorization is           required from any person or
entity (that has not already been obtained) in           connection with the execution
and delivery of this Agreement by Purchaser or the           performance by Purchaser of
the transactions contemplated hereby.  







17







        Section
8.3     Survival of Representations, Warranties and Covenants. The
representations and warranties of Seller set forth in Section 8.1(d), (f), (g), (h),
(i), (j) and (l) (the “Limited Survival Representations and Warranties”) will
survive the Closing for a period of nine (9) months, and the representations, warranties,
covenants and agreements of Seller set forth in Section 8.1(k) will survive Closing for a
period of two (2) years, after which time they will merge into the Deed. Purchaser will
not have any right to bring any action against Seller as a result of any untruth or
inaccuracy of any Limited Survival Representations and Warranties, or any such breach,
unless and until the aggregate amount of all liability and losses arising out of any such
untruth or inaccuracy, or any such breach, exceeds Fifty Thousand Dollars ($50,000). In
addition, in no event will Seller’s liability for all such breaches exceed, in the
aggregate, the sum of Seven Million Seven Hundred Thousand Dollars ($7,700,000). Seller
shall have no liability with respect to any such Limited Survival Representations and
Warranties if, prior to the Closing, Purchaser has knowledge of any breach of such
representation, warranty, certification or covenant, or any Document made available for
Purchaser’s review as set forth in Section 8.1(i), tenant estoppel certificate, due
diligence test, investigation or inspection of the Property by Purchaser or any Licensee
Party, or written disclosure by Seller or Seller’s agents or employees delivered to
Purchaser discloses one or more facts that conflict with any such Limited Survival
Representations and Warranties, and Purchaser nevertheless consummates the transaction
contemplated by this Agreement. The Closing Surviving Obligations and the Termination
Surviving Obligations will survive Closing or termination of this Agreement, as
applicable, without limitation unless a specified period is otherwise provided in this
Agreement. All other representations, warranties, covenants and agreements made or
undertaken by Seller under this Agreement, unless otherwise specifically provided herein,
will not survive the Closing for nine (9) months or two (2) years, as the case may be,
and will be merged into the Deed and other Closing documents delivered at the Closing.  




ARTICLE IX
CONDITIONS PRECEDENT
TO CLOSING 





        Section
9.1     Conditions Precedent to Obligation of Purchaser. The obligation of
Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on
or before the Closing Date of all of the following conditions, any or all of which may be
waived by Purchaser in its sole discretion:  




	(a) 	       
              Seller
shall have delivered to Escrow Agent all of the items required to be           delivered
to Purchaser pursuant to the terms of this Agreement, including but           not limited
to, those provided for in Section 10.3, and Seller shall have           provided
authority to Escrow Agent to release them to Purchaser.  






	(b) 	       
              All
of the representations and warranties of Seller contained in this Agreement
          shall be true and correct in all material respects as of the date of Closing.  







18







	(c) 	       
              Seller
shall have performed and observed, in all material respects, all           covenants and
agreements of this Agreement to be performed and observed by           Seller as of the
Closing Date.  






	(d) 	       
              Seller
shall have delivered to Purchaser a letter of non-applicability from the           New
Jersey Department of Environmental Protection specifying that the provisions           of
the Industrial Site Recovery Act do not apply to the sale of this Property.  






	(e) 	       
              Title
to the Property shall be in the form as required by Article VI of this
          Agreement.  






	(f) 	       
              Any
Updated Survey received by Purchaser prior to the Closing Date shall not
          disclose any “material changes” from those conditions shown on the
          Existing Survey. For purposes of this sub-paragraph (e), “material
          changes” shall mean a condition which either (i) prevents or materially
          interferes with the use of the Property as it is currently being used, (ii)
          would result in a material lessening in the value or utility of the Property,
or           (iii) discloses the material violation of an easement on the Property,
including           the construction of any building within such easement area in
violations of the           terms of such easement. In addition, such Updated Survey
shall correct the           Existing Survey Error.  






	(g) 	       
              It
shall be a condition to Closing that the Updated Survey and the title           insurance
policy to be issued to Purchaser at Closing shall contain the exact           same metes
and bounds legal description and that the Title Company shall issue           an
endorsement to the title insurance policy that the property insured by such
          policy is the same property that is depicted on the Updated Survey. Purchaser
          and Seller shall cooperate to ensure that the Existing Legal Discrepancy is
          resolved prior to Closing. In the event that Purchaser shall be unable to
          resolve the discrepancy, then, upon notice of the same to Seller, Seller shall
          be provided with a ten (10) day period to attempt to reconcile the discrepancy
          and satisfy the conditions of this subparagraph (g).  






        Section
9.2     Conditions Precedent to Obligation to Seller. The obligation of
Seller to consummate the transaction hereunder shall be subject to the fulfillment on or
before the date of Closing (or as otherwise provided) of all of the following conditions,
any or all of which may be waived by Seller in it sole discretion:  




	(a) 	       
              Escrow
Agent shall have received the Purchase Price as adjusted pursuant to, and
          payable in the manner provided for, in this Agreement, and Purchaser shall have
          provided authority to Escrow Agent to release such amount to Seller.  






	(b) 	       
              Purchaser
shall have delivered to Seller all of the items required to be           delivered to
Seller pursuant to the terms of this Agreement, including but not           limited to,
those provided for in Section 10.2, and Purchaser shall have           provided
authority to Escrow Agent to release them to Seller.  






	(c) 	       
              All
of the representations and warranties of Purchaser contained in this           Agreement
shall be true and correct in all material respects as of the date of           Closing  







19







	(d) 	       
              Purchaser
shall have performed and observed, in all material respects, all           covenants and
agreements of this Agreement to be performed and observed by           Purchaser as of
the Closing Date.  






ARTICLE X
CLOSING 




        Section
10.1     Closing. The consummation of the transaction contemplated by
this Agreement (the “Closing”) by delivery of documents and payments of money
shall take place at 10:00 a.m. Eastern Time on the Scheduled Closing Date at the offices
of the Escrow Agent provided, however, that Seller and Purchaser shall endeavor to have
all documents required hereunder executed the day prior to Closing for delivery to Escrow
Agent so that neither party will have to be physically present at the Closing. At
Closing, the events set forth in this Article X will occur, it being understood that
the performance or tender of performance of all matters set forth in this Article X
are mutually concurrent conditions which may be waived by the party for whose benefit
they are intended. The acceptance of the Deed by Purchaser shall be deemed to be full
performance and discharge of each and every agreement and obligation on the part of
Seller to be performed hereunder other than the Closing Surviving Obligations.  




        Section
10.2     Purchaser’s Closing Obligations. On the Closing Date,
Purchaser, at its sole cost and expense, will deliver the following items to Seller at
Closing as provided herein:  




	(a) 	       
              The
Purchase Price, after all adjustments and prorations are made as herein
          provided, by Federal Reserve wire transfer of immediately available funds to
the           account of Escrow Agent;  






	(b) 	       
              A
counterpart original of the Assignment of Leases, duly executed by Purchaser;  






	(c) 	       
              A
counterpart original of the Assignment, duly executed by Purchaser;  






	(d) 	       
              Evidence
reasonably satisfactory to Seller that the person executing the           documents
delivered by Purchaser pursuant to this Section 10.2 on behalf of           Purchaser has
full right, power and authority to do so;  






	(e) 	       
              Form
of written notice executed by Purchaser and to be addressed and delivered           to
the Tenant by Purchaser in accordance with Section 10.6 herein,           (i) acknowledging
the sale of the Property to Purchaser, and           (ii) indicating that rent
should thereafter be paid to Purchaser and giving           instructions therefore (the
“Tenant Notice           Letter”);  






	(f) 	       
              A
counterpart original of the Closing Statement, duly executed by Purchaser;  






	(g) 	       
              A
certificate, dated as of the date of Closing, stating (i) that the
          representations and warranties of Purchaser contained in Section 8.2 are
          true and correct in all material respects as of the Closing Date or identifying
          any representation or warranty which is not, or no longer is, true and correct
          and explaining the state of facts giving rise to the change. In the event any
          representation or warranty is at any time or at all times not true or correct
in           all respects, then Purchaser shall be deemed in default of the Agreement and
          Seller shall be entitled to exercise those remedies contained in Section 13.2
          below;  







20







	(h) 	       
              The
Roof Replacement Agreement;  






	(i) 	       
              The
Escrow Agreement for the Roof Replacement Deposit; and  






	(j) 	       
              Such
other documents as may be reasonably necessary or appropriate to effect the
          consummation of the transaction which is the subject of this Agreement.  






        Section
10.3     Seller’s Closing Obligations. At the Closing, Seller
will deliver to Purchaser the following documents:  




	(a) 	       
              A
bargain and sale deed with covenant against the grantor’s act (the “Deed”),
duly executed and acknowledged by           Seller, conveying to Purchaser the Real
Property and the Improvements subject           only to the Permitted Exceptions in the
form attached hereto as Exhibit           E;  






	(b) 	       
              [Intentionally
Omitted.]  






	(c) 	       
              A
counterpart original of an assignment and assumption of Seller’s           interest,
as lessor, in the Leases in the form attached hereto as Exhibit B (the
“Assignment of           Leases”), duly executed by
Seller, conveying and assigning           to Purchaser all of Seller’s right, title
and interest, as lessor, in the           Leases;  






	(d) 	       
              A
counterpart original of an assignment and assumption of Seller’s interest
          in the Access Agreements, the Licenses and Permits and the Intangible Property
          in the form attached hereto as Exhibit A (the
          “Assignment”), duly executed by Seller,
conveying           and assigning to Purchaser all of Seller’s right, title, and
interest, if           any, in the Licenses and Permits, the Intangible Property and the
Access           Agreement;  






	(e) 	       
              The
Tenant Notice Letter, duly executed by Seller;  






	(f) 	       
              Evidence
reasonably satisfactory to Purchaser and Title Company that the person
          executing the documents delivered by Seller pursuant to this Section 10.3
          on behalf of Seller has full right, power, and authority to do so;  






	(g) 	       
              A
certificate in the form attached hereto as Exhibit J(“Certificate
as to Foreign Status”)           certifying that Seller is not a
“foreign person” as defined in           Section 1445 of the Internal
Revenue Code of 1986, as amended;  






	(h) 	       
              All
original Leases, to the extent in Seller’s possession (or copies where
          originals are not available), and all original Licenses and Permits and Access
          Agreement in Seller’s possession (or copies where originals are not
          available), all of which may remain on site at the Property and need not be
          delivered to the location of the Closing;  







21







	(i) 	       
              The
Roof Replacement Agreement;  






	(j) 	       
              The
Tenant Estoppel and Tenant SNDA;  






	(k) 	       
              (Intentionally
Omitted);  






	(l) 	       
              The
Escrow Agreement for the Roof Replacement Deposit;  






	(m) 	       
              A
certificate, dated as of the date of Closing, stating that the representations
          and warranties of Seller contained in Section 8.1 are true and correct in
          all material respects as of the Closing Date or identifying any representation
          or warranty which is not, or no longer is, true and correct and explaining the
          state of facts giving rise to the change. In the event any representation or
          warranty is at any time or at all times not true or correct in all respects,
          then Seller shall be deemed in default of the Agreement and Purchaser shall be
          entitled to exercise those remedies contained in Section 13.1 below; and  






	(n) 	       
              An
owner’s affidavit in a form reasonably required by the Title Company and
          such other documents as may be reasonably necessary or appropriate to effect
the           consummation of the transaction which is the subject of this Agreement.  






        Section
10.4      Prorations.  




	(a) 	       
              Seller
and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the
          Closing Date (the “Proration Time”), the
          following (collectively, the “Proration Items”):  






	(i) 	       
                 Rentals,
in accordance with Section 10.4(b) below and other income from the
          Property.  






	(ii) 	       
                 Any
prepaid rents.  






	(iii) 	       
                 Taxes.  






	(iv) 	       
                 All
operating expenses paid by the owner of the Property.  







22







        Seller
will be charged and credited for the amounts of all of the Proration Items relating to the
period up to and including the Proration Time, and Purchaser will be charged and credited
for all of the Proration Items relating to the period after the Proration Time. The
estimated Closing prorations shall be set forth on a preliminary closing statement to be
prepared by Seller and submitted to Purchaser prior to the Closing Date (the
“Closing Statement”). The Closing Statement, once agreed
upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by
Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to
Purchaser (if the prorations result in a net credit to Purchaser) by increasing or
reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the
Closing. If the actual amounts of the Proration Items are not known as of the Closing
Date, the prorations will be made at Closing on the basis of the best evidence then
available; thereafter, when actual figures are received, re-prorations will be made on the
basis of the actual figures, and a final cash settlement will be made between Seller and
Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s
insurance policies will not be assigned to Purchaser. The provisions of this
Section 10.4(a) will survive the Closing for twelve (12) months. 



	(b) 	       
              Purchaser
will receive a credit on the Closing Statement for the prorated amount           (as of
the Proration Time) of all Rental previously paid to or collected by           Seller and
attributable to any period following the Proration Time. After the           Closing,
Seller will cause to be paid or turned over to Purchaser all Rental, if           any,
received by Seller after Closing and attributable to any period following           the
Proration Time. “Rental” as used herein includes           fixed
monthly rentals, additional rentals, percentage rentals, retroactive           rentals,
all administrative charges, utility charges, tenant or real property
          association dues, storage rentals, special event proceeds, temporary rents,
          telephone receipts, locker rentals, vending machine receipts and other sums and
          charges payable by the Tenant under the Leases or from other occupants or users
          of the Property. Rental is “Delinquent” when it was due
          prior to the Closing Date, and payment thereof has not been made on or before
          the Proration Time. Purchaser agrees to use commercially reasonable efforts
with           respect to the collection of any Delinquent Rental, but Purchaser will
have no           liability for the failure to collect any such amounts and will not be
required           to pursue legal action to enforce collection of any such amounts owed
to Seller           by Tenant. All sums collected by Purchaser from and after Closing
from Tenant           (excluding tenant specific billings for tenant work orders and
other specific           services as described in and governed by Section 10.4(c)
below) will be           applied first to current amounts owed by the Tenant to Purchaser
and then to           delinquencies owed by Tenant to Seller. Any sums due Seller will be
promptly           remitted to Seller. Seller shall have no rights after Closing to
attempt to           collect any amounts due under the Lease or to otherwise pursue
Tenant.  






	(c) 	       
              With
respect to specific tenant billings for work orders, special items           performed or
provided at the request of a Tenant or other specific services,           which are
collected by Purchaser after the Closing Date and are identified by           the Tenant
as being payment for the foregoing specific services rendered by           Seller prior
to the Proration Time, then notwithstanding anything to the           contrary contained
herein, Purchaser shall cause the first amounts collected           from such Tenant to
be paid to Seller on account thereof.  






	(d) 	       
              Notwithstanding
any provision of this Section 10.4 to the contrary,           Purchaser shall be
responsible for all leasing commissions, tenant improvement           costs or other
expenditures, (collectively “Tenant           Costs”), due
with respect to (i) any Lease amendments           entered into after the Closing
Date; (ii) any expansions or renewals of any           Leases pursuant to an option
exercised after the Closing Date, and           (iii) any new Lease executed on or
after the Closing Date (collectively, “New Tenant Costs”).  






	(e) 	       
              Notwithstanding
any provision of this Section 10.4 to the contrary, Seller shall           be responsible
for all Tenant costs relating to that period of time up to, but           not including,
the Closing Date, including, without limitation, the obligation           to reimburse
the Tenant an amount up to One Million Nine Hundred Thirty-Five           Thousand
Dollars ($1,935,000) for tenant improvement costs (the “Tenant           Improvement
Allowance”) and up to Two Hundred Thousand Dollars ($200,000)           for
structural repairs to a pedestrian bridge at the Real Property, upon the           terms
and conditions and as set forth in the Leases (the “Bridge Repair           Allowance”).
If either of the Tenant Improvement Allowance or the Bridge           Repair Allowance
have not been fully paid to Tenant (which payments shall be           confirmed or denied
in writing by the Tenant), Seller shall give Purchaser a           credit against the
Purchase Price at Closing in the amount of any Tenant           Improvement Allowance
and/or Bridge Repair Allowance which has not been paid to           Tenant.  







23







        Section
10.5     Costs of Title Company and Closing Costs. Costs of the Title
Company and other Closing costs incurred in connection with the Closing will be allocated
as follows:  




	(a) 	       
              Seller
shall pay (i) Seller’s attorney’s fees; (ii) the cost           of
discharging any lien and other title matters required to be discharged by
          Seller under this Agreement or which Seller elects to discharge under this
          Agreement; (iii) one-half (1/2) of escrow fees, if any; (iv) all realty
transfer           fees including, without limitation, all state, county and local
transfer taxes,           and (v) the Broker’s commission.  






	(b) 	       
              Purchaser
shall pay (i) the costs of recording the Deed to the Property and           all
other documents other than as set forth in subparagraph (a) above;           (ii) the
cost of the premium for the Title Policy and customary title           searches,
endorsements, and the costs of the modification or deletion of the           survey
exception to the Title Policy that are desired by Purchaser;           (iii) all
premiums and other costs for any mortgagee policy of title           insurance, if any,
including but not limited to any endorsements;           (iv) Purchaser’s
attorney’s fees; (v) one-half (1/2) of           escrow fees, if any; and (vi) the
costs of the Updated Survey, as provided           for in Section 6.1.  






	(c) 	       
              Any
other costs and expenses of Closing not provided for in this           Section 10.5
shall be allocated between Purchaser and Seller in accordance           with the custom
in the area in which the Property is located.  






        Section
10.6     Post-Closing Delivery of Tenant Notice Letters. Immediately
following Closing, Purchaser will deliver to the Tenant a Tenant Notice Letter, as
described in Section 10.2(e).  




        Section
10.7     Like-Kind Exchange. Seller and Purchaser each hereby acknowledge
that the other (the “Exchanging Party”) may now or hereafter desire to enter
into a partially or completely nontaxable exchange (a “Section 1031 Exchange”)
involving the Property under Section 1031 of the Internal Revenue Code of 1986, as
amended, and the Treasury Regulations promulgated thereunder. In connection therewith,
and notwithstanding anything herein to the contrary, the non-Exchanging Party (the “Accommodating
Party”) shall cooperate with the Exchanging Party and shall take, and consent to the
Exchanging Party taking, any action in furtherance of effectuating a Section 1031
Exchange (including, without limitation, any action undertaken pursuant to Revenue
Procedure 2000-37, 2000-40 IRB, as may hereafter be amended or revised (the “Revenue
Procedure”)), including, without limitation, (a) permitting the Exchanging
Party or an “exchange accommodation titleholder” (within the meaning of the
Revenue Procedure) (“EAT”) to assign, or cause the assignment of, this
Agreement and all of the Exchanging Party’s rights hereunder with respect to any or
all of the Property to a “qualified intermediary” (as defined in Treasury
Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “QI”); (b) permitting
the Exchanging Party to assign this Agreement and all of the Exchanging Party’srights
and obligations hereunder with respect to any or all of the Property and/or to convey,
transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or
more limited liability companies (“LLCs”) that are wholly-owned by an
EAT; or (iii) any one or more LLCs that are wholly-owned by the Exchanging Party
and/or any affiliate of the Exchanging Party and to thereafter permit the Exchanging
Party to assign its interest in such one or more LLCs to an EAT; and (c) pursuant to
the terms of this Agreement, having any or all of the Property conveyed by an EAT or any
one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the
consideration therefor to be paid by an EAT, any such LLC or a QI; provided, however,
that (1) the Accommodating Party shall not be required to delay the Closing; (2) the
Exchanging Party shall provide whatever safeguards are reasonably requested by the
Accommodating Party, and not inconsistent with the Exchanging Party’s desire to
effectuate a Section 1031 Exchange involving any of the Property,to ensure that
all of the Exchanging Party’s obligations under this Agreement shall be satisfied in
accordance with the terms thereof, (3) the Accommodating Party shall incur no liability
as a result thereof, and (3) the Exchanging Party shall pay all out of pocket expenses
reasonably incurred by the Accommodating Party in connection with the Accommodating Party’s
obligations under this Section 10.7.  




24








ARTICLE XI 
CONDEMNATION AND
CASUALTY





        Section
11.1Casualty. If, prior to the Closing Date, all or a
Significant Portion of the Real Property and Improvements is destroyed or damaged by fire
or other casualty, Seller will notify Purchaser of such casualty. Purchaser will have the
option to terminate this Agreement upon notice to Seller given not later than twenty (20)
days after receipt of Seller’s notice. If this Agreement is terminated, the Earnest
Money Deposit and all interest accrued thereon will be returned to Purchaser and
thereafter neither Seller nor Purchaser will have any further rights or obligations to
the other hereunder except with respect to the Termination Surviving Obligations. If
Purchaser does not elect to terminate this Agreement or less than a Significant Portion
of the Real Property and Improvements is destroyed or damaged as aforesaid, Seller will
not be obligated to repair such damage or destruction but (a) Seller will assign and
turn over to Purchaser any insurance proceeds actually received by Seller net of
reasonable collection costs (or if such have not been awarded, all of its right, title
and interest therein) with respect to such fire or other casualty together with any
deductible payable by Seller under such insurance or received from Tenant, and (b) the
parties will proceed to Closing pursuant to the terms hereof without abatement of the
Purchase Price.  




Section 11.2
     Condemnation of Property. In the event of prior to Closing there
occurs (a) any condemnation or sale in lieu of condemnation (or notice of either) of
all of the Property; or (b) any condemnation or sale in lieu of condemnation (or
notice of either) of greater than ten percent (10%) of the fair market value of the
Property; or (c) any condemnation or sale in lieu of condemnation (or notice of either)
that would give Tenant the right to terminate its Lease, Seller will notify Purchaser of
such notice of or condemnation or sale in lieu of condemnation, Purchaser will have the
option, to be exercised within twenty (20) days after receipt of notice of such
condemnation or sale, of terminating Purchaser’s obligations under this Agreement, or
electing to have this Agreement remain in full force and effect. In the event that either
(i) Purchaser is not entitled to terminate this Agreement pursuant to the foregoing
terms of this Section 11.2, or (ii) Purchaser does not terminate this
Agreement pursuant to the preceding sentence, Seller will assign to Purchaser any and all
claims for the proceeds of such condemnation or sale to the extent the same are applicable
to the Property, and Purchaser will take title to the Property with the assignment of such
proceeds and subject to such condemnation and without reduction of the Purchase Price.
Should Purchaser elect to terminate Purchaser’s obligations under this Agreement
under the provisions of this Section 11.2, the Earnest Money Deposit and any interest
thereon will be returned to Purchaser and neither Seller nor Purchaser will have any
further obligation under this Agreement, except for the Termination Surviving Obligations. 




25







ARTICLE XII 
CONFIDENTIALITY





        Section
12.1     Confidentiality. Except as hereinafter permitted, Seller and
Purchaser each expressly acknowledge and agree that prior to Closing, the transactions
contemplated by this Agreement and the terms, conditions, and negotiations concerning the
same will be held in the strictest confidence by each of them and will not be disclosed
by either of them except to their respective legal counsel, accountants, consultants,
officers, partners, directors, shareholders, members, brokers, consultants,
potential lenders, investors and potential investors and other Licensee Parties, and
except and only to the extent that such disclosure may be necessary for their respective
performances hereunder (collectively, the “Permitted Parties”). Prior to making
such information available to the Permitted Parties, Seller and Purchaser, as the case
may be, will advise them of the confidential nature of the same. Notwithstanding the
foregoing, Purchaser understands and agrees that Seller intends to immediately announce
to the public the existence of the Agreement and certain of its basic provisions,
including the Purchase Price, but will not disclose the name of the Purchaser prior to
Closing without Purchaser’s consent or as otherwise provided herein. Except as
expressly provided in this Agreement, Purchaser further acknowledges and agrees that,
unless and until the Closing occurs, all information obtained by Purchaser in connection
with the Property will not be disclosed by Purchaser to any third persons other than
Permitted Parties without the prior written consent of Seller. Nothing contained in this
Article XII will preclude or limit either party to this Agreement from issuing a
press release or making other disclosures with respect to any information otherwise
deemed confidential under this Article XII (a) in response to lawful process or
subpoena or other valid or enforceable order of a court of competent jurisdiction or (b) required
by law or (c) required by rule or regulation of the Securities and Exchange
Commission or the New York Stock Exchange, including without limitation in any filings
required by a governmental authority. In determining whether a disclosure contemplated in
the preceding sentence is required by law or by rule or regulation of the Securities and
Exchange Commission or the New York Stock Exchange, the disclosing party is entitled to
rely upon the written advice of counsel. Nothing in this Article XII will negate,
supersede or otherwise affect the obligations of the parties under the Confidentiality
Agreement, and the provisions of this Article XII will survive the termination of
this Agreement.  




ARTICLE XIII
REMEDIES 





        Section
13.1Default by Seller. In the event the Closing and the
transactions contemplated hereby do not occur as herein provided by reason of any default
of Seller, Purchaser may, as Purchaser’s sole and exclusive remedy, elect by notice
to Seller within thirty (30) days following the Scheduled Closing Date, either of the
following: (a) terminate this Agreement, in which event Purchaser will receive from
the Escrow Agent the Earnest Money Deposit, together with all interest accrued thereon
whereupon Seller and Purchaser will have no further rights or obligations under this
Agreement, except with respect to the Termination Surviving Obligations; or (b)  seek
to enforce specific performance of Seller’s obligations hereunder. Except as set
forth below, Purchaser expressly waives its rights to seek damages in the event of Seller’s
default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement
and receive back the Earnest Money Deposit if Purchaser fails to file suit for specific
performance against Seller in a court having jurisdiction in the county and state in
which the Property is located on or before thirty (30) days following the Scheduled
Closing Date. Notwithstanding the foregoing, (i) nothing contained in this Section 13.1
will limit Purchaser’s remedies at law, in equity or as herein provided in pursuing
remedies for a breach by Seller of any of the Termination Surviving Obligations, and (ii)
should the right of specific performance be unavailable to Purchaser through no fault or
action on the part of the Purchaser or Purchaser’s Affiliates, then Purchaser shall
have the right to recover from Seller damages in an amount equal to all actual
out-of-pocket third party costs incurred by Purchaser in connection with the transaction
contemplated by this Agreement up to a maximum aggregate amount of Three Million Dollars
($3,000,000).  




26








Section 13.2      Default by
Purchaser. In the event the Closing and the consummation of the
transactions contemplated herein do not occur as provided herein by reason of any default
of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult
to fix the damages which Seller may suffer. Purchaser and Seller hereby agree that
(a) an amount equal to the Earnest Money Deposit, together with all interest accrued
thereon, is a reasonable estimate of the total net detriment Seller would suffer in the
event Purchaser defaults and fails to complete the purchase of the Property, and (b) such
amount will be the full, agreed and liquidated damages for Purchaser’s default and
failure to complete the purchase of the Property, and will be Seller’s sole and
exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in
the failure of consummation of the Closing, whereupon this Agreement will terminate and
Seller and Purchaser will have no further rights or obligations hereunder, except with
respect to the Termination Surviving Obligations. The payment of such amount as liquidated
damages is not intended as a forfeiture or penalty but is intended to constitute
liquidated damages to Seller. Notwithstanding the foregoing, nothing contained herein will
limit Seller’s remedies at law, in equity or as herein provided in the event of a
breach by Purchaser of any of the Termination Surviving Obligations. 



ARTICLE XIV
NOTICES 





        Section
14.1      Notices.  




	(a) 	       
              All
notices or other communications required or permitted hereunder shall be in
          writing, and shall be given by any nationally recognized overnight delivery
          service with proof of delivery, or by facsimile or e-mail transmission
(provided           that such facsimile or e-mail is confirmed by the sender by expedited
delivery           service in the manner previously described), sent to the intended
addressee at           the address set forth below, or to such other address or to the
attention of           such other person as the addressee will have designated by written
notice sent           in accordance herewith. Unless changed in accordance with the
preceding           sentence, the addresses for notices given pursuant to this Agreement
will be as           follows:  







27









	If to Purchaser:		c/o Falcon Real Estate Investment Company
570 Lexington Avenue, 32nd Floor

New York, NY  10022
Attn:  Kenneth Lorman
(212) 271-5445 ext. 111 (tele.)
(212) 251-5589 (fax)
email:  klorman@FalconReal.com








	with a copy to:		Sonnenschein Nath & Rosenthal, LLP
8000 Sears Tower

Chicago, IL  60606
(312) 876-8928 (tele).
(312) 876-7934  (fax.)
email:  mnations@sonnenschein.com







	If to Seller:		c/o Mack-Cali Realty Corporation
11 Commerce Drive

Cranford, New Jersey  07016

with separate notices to the attention of:

Mr. Mitchell E. Hersh

(908) 272-8000 (tele.)
(908) 272-0214 (fax)

email:  mhersh@mack-cali.com











			            and


Roger W. Thomas, Esq.
(908) 272-2612 (tele.)

(908) 497-0485 (fax)

email:  rthomas@mack-cali.com









	(b) 	       
              Notices
given by (i) overnight delivery service as aforesaid shall be           deemed
received and effective on the first Business Day following such dispatch           and
(ii) facsimile transmission as aforesaid shall be deemed given at the           time
and on the date of machine transmittal provided same is sent and           confirmation
of receipt is received by the sender prior to 4:00 p.m. (EST) on a           Business Day
(if sent later, then notice shall be deemed given on the next           Business Day).
Notices may be given by counsel for the parties described above,           and such
notices shall be deemed given by said party, for all purposes           hereunder.  







28







ARTICLE XV
ASSIGNMENT AND BINDING
EFFECT 





        Section
15.1     Assignment: Binding Effect. Purchaser will not have the
right to assign this Agreement except (i) to Purchaser’s Affiliates, (ii) in
connection with a transaction contemplated by Section 10.7, or (iii) to an entity which
is owned in whole or in part by any entity or person for which Falcon Real Estate
Investment Company, Ltd. is an investment advisor on the Effective Date.  




ARTICLE XVI 
BROKERAGE





        Section
16.1     Brokers. Seller agrees to pay to Eastdil (the “Broker”)
a brokerage commission pursuant to a separate agreement by and between Seller and Broker.
Purchaser and Seller represent that they have not dealt with any brokers, finders or
salesmen, in connection with this transaction other than Broker, and agree to indemnify,
defend and hold each other harmless from and against any and all loss, cost, damage,
liability or expense, including reasonable attorneys’fees, which either party may
sustain, incur or be exposed to by reason of any claim for fees or commissions made
through the other party. The provisions of this Article XVI will survive any Closing
or termination of this Agreement.  




ARTICLE XVII
ESCROW AGENT 





        Section
17.1      Escrow.  




	(a) 	       
              Escrow
Agent will hold the Earnest Money Deposit in escrow in an           interest-bearing
account, as instructed by Purchaser until the earlier of           (i) the Closing,
or (ii) the termination of this Agreement in           accordance with any right
hereunder. All interest earned on the Earnest Money           Deposit shall be paid to
the party entitled to the Earnest Money Deposit . In           the event the Closing
occurs, the Earnest Money Deposit and all interest accrued           thereon will be
released to Seller, and Purchaser shall receive a credit against           the Purchase
Price in the amount of the Earnest Money Deposit, and all interest           earned
thereon. In all other instances, Escrow Agent shall not release the           Earnest
Money Deposit to either party until Escrow Agent has been requested by           Seller
or Purchaser to release the Earnest Money Deposit and has given the other           party
five (5) Business Days to dispute, or consent to, the release of the           Earnest
Money Deposit. Purchaser represents that its tax identification number,           for
purposes of reporting the interest earnings, will be provided later. Seller
          represents that its tax identification number, for purposes of reporting the
          interest earnings, is 22-3557187.  






	(b) 	       
              Escrow
Agent shall not be liable to any party for any act or omission, except           for bad
faith, gross negligence or willful misconduct, and the parties agree to
          indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims,
          damages, losses or expenses arising in connection herewith. The parties
          acknowledge that Escrow Agent is acting solely as stakeholder for their mutual
          convenience. In the event Escrow Agent receives written notice of a dispute
          between the parties with respect to the Earnest Money Deposit and the interest
          earned thereon (the “Escrowed Funds”), Escrow Agent
          shall not be bound to release and deliver the Escrowed Funds to either party
but           may either (i) continue to hold the Escrowed Funds until otherwise
directed           in a writing signed by all parties hereto or (ii) deposit the
Escrowed           Funds with the clerk of any court of competent jurisdiction. Upon such
deposit,           Escrow Agent will be released from all duties and responsibilities
hereunder.           Escrow Agent shall have the right to consult with separate counsel
of its own           choosing (if it deems such consultation advisable) and shall not be
liable for           any action taken, suffered or omitted by it in accordance with the
advice of           such counsel.  







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	(c) 	       
              Escrow
Agent shall not be required to defend any legal proceeding which may be
          instituted against it with respect to the Escrowed Funds, the Property or the
          subject matter of this Agreement unless requested to do so by Purchaser or
          Seller and is indemnified to its satisfaction against the cost and expense of
          such defense. Escrow Agent shall not be required to institute legal proceedings
          of any kind and shall have no responsibility for the genuineness or validity of
          any document or other item deposited with it or the collectibility of any check
          delivered in connection with this Agreement. Escrow Agent shall be fully
          protected in acting in accordance with any written instructions given to it
          hereunder and believed by it to have been signed by the proper parties.  






ARTICLE XVIII
MISCELLANEOUS 





        Section
18.1     Waivers. No waiver of any breach of any covenant or
provisions contained herein will be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision contained herein. No extension of time for
performance of any obligation or act will be deemed an extension of the time for
performance of any other obligation or act.  




        Section
18.2     TIME OF THE ESSENCE. TIME IS OF THE ESSENCE WITH RESPECT TO ALL TIME
PERIODS AND DATES FOR PERFORMANCE SET FORTH IN THIS AGREEMENT. 




        Section
18.3     Recovery of Certain Fees. In the event a party hereto files
any action or suit against another party hereto by reason of any breach of any of the
covenants, agreements or provisions contained in this Agreement, then in that event the
prevailing party will be entitled to have and recover certain fees from the other party
including all reasonable attorneys’fees and costs resulting therefrom.
For purposes of this Agreement, the term “attorneys’ fees” or “attorneys’ fees
and costs” shall mean the fees and expenses of counsel to the parties hereto, which
may include printing, photocopying, duplicating and other expenses, air freight charges,
and fees billed for law clerks, paralegals and other persons not admitted to the bar but
performing services under the supervision of an attorney, and the costs and fees incurred
in connection with the enforcement or collection of any judgment obtained in any such
proceeding. The provisions of this Section 18.3 shall survive the entry of any
judgment, and shall not merge, or be deemed to have merged, into any judgment.  




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        Section
18.4     Construction. Headings at the beginning of each Article and
Section are solely for the convenience of the parties and are not a part of this
Agreement. Whenever required by the context of this Agreement, the singular will include
the plural and the masculine will include the feminine and vice versa. This Agreement
will not be construed as if it had been prepared by one of the parties, but rather as if
both parties had prepared the same. All exhibits and schedules referred to in this
Agreement are attached and incorporated by this reference, and any capitalized term used
in any exhibit or schedule which is not defined in such exhibit or schedule will have the
meaning attributable to such term in the body of this Agreement. In the event the date on
which Purchaser or Seller is required to take any action under the terms of this
Agreement is not a Business Day, the action will be taken on the next succeeding Business
Day.  




        Section
18.5     Counterparts. This Agreement may be executed in multiple
counterparts, each of which, when assembled to include an original signature for each
party contemplated to sign this Agreement, will constitute a complete and fully executed
original. All such fully executed original counterparts will collectively constitute a
single agreement.  




        Section
18.6     Severability. If any term or other provision of this
Agreement is invalid, illegal, or incapable of being enforced by any rule of law or
public policy, all of the other conditions and provisions of this Agreement will
nevertheless remain in full force and effect, so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any adverse manner to either
party. Upon such determination that any term or other provision is invalid, illegal, or
incapable of being enforced, the parties hereto will negotiate in good faith to modify
this Agreement so as to reflect the original intent of the parties as closely as possible
in an acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible.  




        Section
18.7     Entire Agreement. This Agreement is the final expression of,
and contains the entire agreement between, the parties with respect to the subject matter
hereof, and supersedes all prior understandings with respect thereto. This Agreement may
not be modified, changed, supplemented or terminated, nor may any obligations hereunder
be waived, except by written instrument, signed by the party to be charged or by its
agent duly authorized in writing, or as otherwise expressly permitted herein.  




        Section
18.8     Governing Law. THIS AGREEMENT WILL BE CONSTRUED, PERFORMED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
SELLER AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OR
FEDERAL COURT SITTING IN THE STATE IN WHICH THE PROPERTY IS LOCATED IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN A
STATE OR FEDERAL COURT SITTING IN THE STATE IN WHICH THE PROPERTY IS LOCATED.  




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        Section
18.9     No Recording. The parties hereto agree that neither this
Agreement nor any affidavit or memorandum concerning it will be recorded and any
recording of this Agreement or any such affidavit or memorandum by Purchaser will be
deemed a default by Purchaser hereunder.  




        Section
18.10     Further Actions. The parties agree to execute such
instructions to the Title Company and such other instruments and to do such further acts
as may be reasonably necessary to carry out the provisions of this Agreement.  




        Section
18.11          Exhibits.  The following sets forth a list of Exhibits to the Agreement: 



		
	Exhibit A -	Assignment
	Exhibit B -	Assignment of Leases
	Exhibit C -	List of Roofing Contractors
	Exhibit D -	Legal Description of Real Property
	Exhibit E -	Deed
	Exhibit F -	Lease Schedule
	Exhibit G -	Pro Forma Title Policy
	Exhibit H -	Intentionally Deleted
	Exhibit I -	Suits and Proceedings
	Exhibit J -	Certificate as to Foreign Status





        Section
18.12     No Partnership. Notwithstanding anything to the contrary
contained herein, this Agreement shall not be deemed or construed to make the parties
hereto partners or joint venturers, it being the intention of the parties to merely
create the relationship of Seller and Purchaser with respect to the Property to be
conveyed as contemplated hereby.  




        Section
18.13     Limitations on Benefits. It is the explicit intention of
Purchaser and Seller that no person or entity other than Purchaser or Seller and their
permitted successors and assigns is or shall be entitled to bring any action to enforce
any provision of this Agreement against any of the parties hereto, and the covenants,
undertakings and agreements set forth in this Agreement shall be solely for the benefit
of, and shall be enforceable only by, Purchaser and Purchaser’s Affiliates, Seller
and Seller’s Affiliates or their respective successors and assigns as permitted
hereunder. Except as set forth in this Section 18.13, nothing contained in this
Agreement shall under any circumstances whatsoever be deemed or construed, or be
interpreted, as making any third party (including, without limitation, Broker) a
beneficiary of any term or provision of this Agreement or any instrument or document
delivered pursuant hereto, and Purchaser and Seller expressly reject any such intent,
construction or interpretation of this Agreement.  




        Section
18.14     Facsimile Signatures. Signatures to this Agreement transmitted by
telecopy shall be valid and effective to bind the party so signing. Each party agrees to
promptly deliver an execution original to this Agreement with its actual signature to the
other party, but a failure to do so shall not affect the enforceability of this
Agreement, it being expressly agreed that each party to this Agreement shall be bound by
its own telecopied signature and shall accept the telecopied signature of the other party
to this Agreement.  




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        IN
WITNESS WHEREOF, Seller and Purchaser have respectively executed this Agreement as of
the Effective Date. 










	Date Executed:

August 5, 2004		PURCHASER:

PERGOLA HOLDING, INC.


By:      Falcon  Real  Estate  Investment  Company,
Ltd., as authorized agent



By:  /s/ Howard E. Hallengren 
——————————————
Name:  Howard E. Hallengren
Title:  Chairman








	

August 5, 2004		SELLER:

KEMBLE-MORRIS L.L.C.


By:  Mack-Cali Realty, L.P., sole member
By:  Mack-Cali Realty Corporation, general partner



By:  /s/ Mitchell E. Hersh
——————————————
Name:  Mitchell E. Hersh
Title:  President and Chief Executive Officer

As to Sections 3.3, 4.3 and Article XVII only:









	

August 5, 2004		ESCROW AGENT:

COMMONWEALTH LAND TITLE INSURANCE COMPANY



By:   /s/ Mark S. Baillie
——————————————
Name:  Mark S. Baillie
Title:  Vice President











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