PURCHASE AND SALE AGREEMENT

This  Purchase  and  Sale  Agreement  ("Agreement")  is  made  and  entered into
September  6,  2001  by  and between DCH Technology, Inc. ("Seller") and Rediger
Investment  Corporation  or  assignee  ("Buyer").

                                    RECITALS

     A.   Seller is the owner of the fee estate in that certain real property in
          the City of Valencia, County of Los Angeles, State of California, more
          particularly  described  in  Exhibit A attached hereto and made a part
          hereof, which is improved with an industrial building of approximately
          16,897  square  feet  located  at  24832 Avenue Rockefeller, Valencia,
          California  (which  land and improvements are collectively referred to
          as  the  "Property").

     B.   Buyer  desires  to purchase the Property (as hereinafter defined) from
          Seller,  and  Seller  desires  to sell the Property to Buyer, upon the
          terms  and  conditions  stated  in  this  Agreement.

Now,  therefore,  in consideration of the mutual covenants of the parties herein
contained  and  other  valuable  consideration,  the  parties  agree as follows:

                          ARTICLE 1 - SALE AND PURCHASE

Section  1.1        Sale  of  Property.  Subject  to  the  terms,  covenants and
------------   conditions  of  this  Agreement,  Seller shall sell to Buyer, and
               Buyer  shall  purchase  from  Seller,  all  of  the  Property.

Section  1.2        The  Property.  In  addition  to  the fee simple estate, the
------------   Property  includes,  to  the  full  extent  of Seller's ownership
               thereof,  the  following:

               (a)  Improvements.  The  buildings  and  all  other improvements,
                    structures  and  fixtures of every kind and nature presently
                    on,  in or under or hereafter erected, installed or used in,
                    on  or  about  the  Property  (the  "Improvements").

               (b)  Leases.  All of Seller's right, title and interest in all of
                    the leases and tenancy agreements affecting the Property and
                    any  other leases hereafter executed in accordance with this
                    Agreement  (collectively,  the  "Leases").

               (c)  Equipment.  All  renderings,  models,  and  other  personal
                    property  of  every  kind  and character owned by Seller and
                    attached  to,  appurtenant  to,  or  located  on and used in
                    connection  with  the  operation  of the Improvements or the
                    Property (collectively, the "Tangible Personal Property") as
                    set  forth  on  the  attached  Exhibit  B. Seller to deliver
                    through Escrow Holder to Buyer an inventory list and bill of
                    sale  of  such  Tangible  Personal  Property.

The  Property  and  all  of the items referred to in subsections (a) through (c)
above  are  collectively  referred  to  in  this  Agreement  as  the "Property".

                            ARTICLE 2 - CONSIDERATION


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Section  2.1        Purchase Price.  The  purchase  price (the "Purchase Price")
------------   to  be paid by Buyer to Seller for the Property is cash in United
               States  Dollars  equal  to:

               (a)  One  Million  Two  Hundred  Fifty  Six  Thousand  and No/100
                    Dollars  ($1,256,000.00).

               (b)  Not  less  than  one  (1) day before the Closing Date, Buyer
                    shall  deliver  to Escrow Holder (as defined in Section 7.1)
                    cash,  or a cashier's check made payable to Escrow Holder in
                    the  amount of the required purchase price, less the Deposit
                    referred  to  in  Section  3.1 ("Cash Balance"), and Buyer's
                    share  of escrow costs and prorations as provided in Section
                    7.3 hereof. Seller shall pay its share of costs and expenses
                    under  this  Agreement from the funds of Seller at the close
                    of  escrow.

                              ARTICLE 3 - DEPOSITS

Section  3.1        Deposit.    Within  five (5) days  of the  full execution of
------------   this  Agreement,  Buyer  shall  deliver  to  Escrow Holder a bank
               cashier's  check  payable to Escrow Holder in the amount of Fifty
               Thousand  and  No/100 Dollars ($50,000.00). Said Deposit shall be
               held  by Escrow Holder in an interest bearing account and any and
               all  interest accrued thereon shall be credited to Buyer at close
               or  termination of escrow. For the purposes of this Agreement the
               Closing Date or Closing shall be the date on which the Grant Deed
               for  the  Property  is  recorded  in  the Official Records of Los
               Angeles  County.

                         ARTICLE 4 - CONDITIONS OF TITLE

Section 4.1         Title.  Title  shall be approved by Buyer in writing through
-----------    escrow  within seven (7) days of receipt of a current preliminary
               title  report furnished at Seller's expense. Seller shall furnish
               Buyer  at  Seller's  expense  a  standard  California  Land Title
               Association  policy issued by Old Republic Title Company, showing
               title  vested  in  Buyer  subject only to those items approved by
               Buyer  as  stated  above.  If  Seller  is  unwilling or unable to
               eliminate  any  title  matter disapproved by Buyer as above Buyer
               may  terminate this Agreement and Escrow Holder shall immediately
               refund  Buyer's  full  deposit  to  Buyer, including any interest
               accrued  thereon,  and escrow shall be canceled as of the date of
               delivery  of said termination notice to Escrow Holder. All rights
               and  obligations  of  the  parties  existing  hereunder  shall
               immediately  terminate  and  be  of  no  further  force or effect
               whatsoever.

            ARTICLE 5 - DELIVERIES BY SELLER AND CONDITIONS PRECEDENT

Section  5.1        Deliveries  by  Seller.  Within five (5) calendar days after
------------   the  date  of  this  Agreement, Seller shall deliver to Buyer the
               following  items:

                    (A)  As  built  approved  building  plans
                    (B)  Notice(s)  of  completion
                    (C)  Expense  records  for  the  property
                    (D)  Copies  of  unexpired warranties regarding the Property
                    (E)  Studies,  reports,  documents, or any other agreements,
                         if  any,  that  will  affect  the  Property  beyond the


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                         Closing.
                    (F)  Completed  American  Industrial Real Estate Association
                         Property  Information  Form

               Seller  shall  provide  Buyer with all of the items required from
               Seller  as set forth in this Section on or before the fifth (5th)
               calendar  day  following the date of this Agreement. In the event
               Seller  does  not  do  so, the Contingency Period and the Closing
               Date  shall  be  extended  one  (1)  day for each day of Seller's
               delay.

Section  5.2        Conditions  Precedent.
------------        Buyer's obligation to purchase the Property shall be subject
                    to:

               (A)  Buyer's  delivery within three (3) days from Buyer's receipt
                    of  those  items  detailed  in  Section  5.1  of  written
                    instructions  to Escrow Holder stating that Buyer intends to
                    proceed  with the Closing (such time period shall deemed the
                    "Contingency  Period").

               (B)  Seller's  (as  Lessee)  and  Buyer's  (as  Lessor) execution
                    within  five  (5)  days  of  the date of this Agreement of a
                    mutually  acceptable  lease  with  Base  Rent  starting  at
                    $10,425.45  per month (61.7" per foot) on a triple net basis
                    for  ten  years  with  annual  3.5%  fixed  increases.

               (C)  Seller's  performance of each and every obligation of Seller
                    set  forth  herein.

               Seller's  obligation  to  sell  the Property shall be subject to:

               (A)  Buyer's  delivery  to  escrow  of the amounts referred to in
                    Section  5.1  and  Buyer's  performance  of  each  and every
                    obligation  of  Buyer  set  forth  herein.

Should  either  i) Buyer, in its sole and absolute discretion and for any reason
whatsoever,  fail to deliver written notice as detailed in Section 5.2 (A) above
to  Escrow  Holder  within the Contingency Period or ii) Buyer and/or Seller not
execute  a lease in accordance with Section 5.2(B) above within the time periods
referenced  therein,  then  without any further instruction from Buyer or Seller
this  Agreement and the escrow contemplated hereunder shall be deemed terminated
and  the  Deposit  along  with  any  and  all  accrued interest thereon shall be
immediately  returned  to Buyer.  In such case, the obligations of each party to
the  other  shall  cease.

                   ARTICLE 6 - REPRESENTATIONS AND WARRANTIES

Section  6.1        Seller  agrees  that the Property shall be maintained in its
------------   present  condition  by Seller until close of escrow at which time
               Seller further agrees that all systems on the Property, including
               but  not  limited  to  electrical, heating, air conditioning, and
               plumbing  will  be in good working condition and the roof will be
               in  good  repair without leakage. Grounds will be maintained free
               of  debris,  and  there  shall  be no broken window glass. Seller
               further  represents  that  he  has  no  knowledge of any material
               defects  affecting  said  Property.

Section 6.2         Seller  represents and warrants that (1) Seller is the owner
-----------    of  the  Property  and has the full right, power and authority to
               sell,  convey  and  transfer  the  Property  to Buyer as provided


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               herein,  and to perform Seller's obligations hereunder; (2)Seller
               has  no knowledge of any actions, suits or proceedings pending or
               threatened  before  any  commission,  board,  bureau,  agency,
               instrumentality,  arbitrator(s)  court  or  tribunal  that  would
               affect  the  Property or the right to occupy or utilize same; (3)
               Seller  has  not  received any notice of public improvements that
               will  involve  any charge against the Property; (4) Seller has no
               knowledge,  except as otherwise disclosed to Buyer in writing, of
               the existence or prior existence on the Property of any Hazardous
               Substance nor of the existence or prior existence of any above or
               below  ground  storage  tank  or tanks; and (5) Seller is not the
               subject  of  a  current or contemplated bankruptcy, insolvency or
               probate  proceeding.

Section  6.3        Seller  represents  and warrants that Seller shall not cause
------------   a  Material Change, as hereinafter defined, to have occurred with
               respect  to the Property that has not been approved in writing by
               Buyer.  For purposes of this Agreement, a "Material Change" shall
               be  a  change  in  the  status of the use, occupancy, tenants, or
               condition  of  the  Property  that  occurs after the date of this
               Agreement  and  prior  to  the  Closing. Should a Material Change
               occur  prior to Closing, Buyer shall have ten (10) days following
               receipt  of  written  notice from any source of any such Material
               Change  within  which  to  approve  or  disapprove  same.  Unless
               otherwise  notified  in  writing  by  either  Party or Broker(s),
               Escrow  Holder  shall assume that no Material Change has occurred
               prior to the Closing. If there occurs a Material Change and Buyer
               does  not  approve  of  same,  Buyer  may  elect  to  cancel this
               Agreement  as  a  result  of such Material Change and the Deposit
               plus  any accrued interest thereon shall be returned to Buyer and
               the  Grant  Deed  shall  be  returned  to  Seller.

Section  6.4        Seller  shall  indemnify Buyer and shall hold Buyer harmless
------------   from  any  and  all  loss,  damages,  suits,  penalties,  costs,
               liability,  and  expenses including legal expenses arising out of
               any  claim  for  loss  or  damage to the Property, injuries to or
               death  of  persons,  contamination  of  or adverse effects on the
               environment,  or  any  violation of statutes, ordinances, orders,
               rules,  or  regulations  of  any  governmental  entity or agency,
               caused by or resulting from any hazardous material, substance, or
               waste  currently  on,  in,  or  under  the  Property and existing
               improvements  as  of  the  date  of  close  of  escrow.

                               ARTICLE 7 - CLOSING

Section  7.1        Closing.  The  sale and purchase transaction contemplated by
------------   this Agreement ("Closing") shall be consummated through an escrow
               to  be  opened  with  OLD REPUBLIC TITLE COMPANY. Escrow shall be
               opened  by  delivery  to  Escrow  Holder of a counterpart of this
               Agreement,  executed  by  Seller  and  Buyer  and the delivery of
               Buyer's Deposit to Escrow Holder. This Agreement shall constitute
               Escrow  Holder's  instructions  respecting  the  closing  of  the
               purchase  and  sale  of  the  Property.

Section  7.2        Closing  Date.  Escrow  shall  close  on or before the third
------------   (3rd)  day  following Buyer's receipt of the those items required
               to  be delivered by Seller to Buyer as detailed in Section 5.1 or
               such  other  date  as  the  parties  may  hereafter  determine in
               writing.

Section  7.3        Closing  Costs.  At  Closing, Seller shall pay the following
------------   costs of Closing: Documentary transfer taxes, the premium for the
               CLTA Owner's Policy of Title Insurance and one half of the escrow
               fee.  Any  bond  or  assessment  which is a lien shall be paid by
               Seller.  Buyer  shall  pay  one  half of the escrow fee. Property
               taxes,  premiums  on  insurance  acceptable  to  Buyer,  shall be


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               prorated  as  of  the  Closing  Date.

Section  7.4        Estimated  Closing  Statement.  Escrow  shall  provide  both
------------   Buyer  and  Seller  an  estimated closing statement no later than
               three  days  prior  to  Closing.

                            ARTICLE 8 - MISCELLANEOUS

Section  8.1        Buyer  reserves  the  right  to assign on the same price and
------------   terms  contained  herein,  and  Seller  agrees  to  cooperate  in
               effecting  an  I.R.C. Section 1031 tax deferred exchange prior to
               close  of  escrow  upon  Buyer's written notice through escrow of
               intention to do so. Buyer shall pay any additional costs incurred
               in  said  exchange(s)  and  Seller  shall  incur  no liability by
               cooperating  with  Buyer  in  this  regard.

Section  8.2        Time  is  of  the essence of this Agreement.  "Days" as used
------------   herein  shall  mean  business  days  unless  otherwise specified.

Section  8.3        IN  THE  EVENT  BUYER FAILS OR REFUSES TO PERFORM ANY OF THE
------------   COVENANTS  CONTAINED HEREIN TO BE PERFORMED BY BUYER, OR IF BUYER
               SHALL  FAIL  TO  CLOSE  ESCROW  FOR  ANY  OTHER REASON OTHER THAN
               SELLERS  DEFAULT OR TERMINATION OF THIS AGREEMENT PURSUANT TO THE
               PROVISIONS  OF  THIS  AGREEMENT,  THEN SELLERS SOLE AND EXCLUSIVE
               REMEDY  SHALL BE TO TERMINATE THIS AGREEMENT AND ESCROW BY NOTICE
               TO  BUYER  AND  ESCROW  HOLDER AND RECEIVE THE FUNDS DEPOSITED BY
               BUYER  WITH  ESCROW  HOLDER PLUS ANY INTEREST ACCRUED THEREON, IT
               BEING EXPRESSLY UNDERSTOOD AND AGREED THAT SUCH AMOUNT SHALL BE A
               REASONABLE  APPROXIMATION OF THE DAMAGES SUFFERED BY SELLER SINCE
               THE SAME ARE DIFFICULT TO ASCERTAIN, AND THEREAFTER NEITHER PARTY
               SHALL HAVE ANY OBLIGATIONS TO THE OTHER, EXCEPT THAT ALL COSTS OF
               CANCELLATION SHALL BE PAID BY BUYER. SELLER AND BUYER ACKNOWLEDGE
               AND  AGREE  THAT  SUCH  REMUNERATION  IS REASONABLE AS LIQUIDATED
               DAMAGES  AND  SHALL  BE  IN  LIEU  OF  ANY OTHER RELIEF, RIGHT OR
               REMEDY,  AT  LAW OR IN EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE
               ENTITLED  BY  REASON  OF  BUYERS  DEFAULT.

               BY  INITIALING  THIS  CLAUSE,  BUYER  AND  SELLER  INDICATE THEIR
               AWARENESS  AND  ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF AND
               ACKNOWLEDGES  THAT BOTH BUYER AND SELLER HAVE HAD THE OPPORTUNITY
               TO  SEEK  ADVICE  FROM  LEGAL  COUNSEL  ABOUT  ITS  MEANING  AND
               SIGNIFICANCE

               BUYER'S INITIALS:______________ SELLER'S INITIALS:_______________

               EXCEPT  FOR CIRCUMSTANCES BEYOND SELLER'S CONTROL IF SELLER SHALL
               FAIL  TO  CONVEY  THE  PROPERTY  TO  BUYER IN ACCORDANCE WITH THE
               PROVISIONS  OF  THIS  AGREEMENT,  AND  SUCH FAILURE CONSTITUTES A
               DEFAULT  BY  SELLER HEREUNDER, THEN BUYER SHALL HAVE THE RIGHT TO
               TERMINATE  THIS  AGREEMENT  AND  RECEIVE  BACK  THE  DEPOSIT PLUS


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               $375,000  AS  LIQUIDATED  DAMAGES AT WHICH TIME THE PARTIES SHALL
               HAVE  NO  FURTHER  OBLIGATIONS  TO  EACH OTHER AND THIS AGREEMENT
               SHALL  BE  TERMINATED.  EXCEPT  FOR CIRCUMSTANCES WITHIN SELLER'S
               CONTROL  IF  SELLER SHALL FAIL TO CONVEY THE PROPERTY TO BUYER IN
               ACCORDANCE  WITH  THE  PROVISIONS  OF  THIS  AGREEMENT,  AND SUCH
               FAILURE  CONSTITUTES  A  DEFAULT  BY SELLER HEREUNDER, THEN BUYER
               SHALL  HAVE THE RIGHT TO EITHER ONE AND ONLY ONE OF THE FOLLOWING
               REMEDIES;  (A)  THE  RIGHT  TO PURSUE THE SPECIFIC PERFORMANCE OF
               THIS  AGREEMENT, OR (B) TERMINATE THIS AGREEMENT AND RECEIVE BACK
               THE  DEPOSIT PLUS $50,000 AS LIQUIDATED DAMAGES AT WHICH TIME THE
               PARTIES  SHALL HAVE NO FURTHER OBLIGATIONS TO EACH OTHER AND THIS
               AGREEMENT  SHALL  BE  TERMINATED. IF BUYER FAILS TO FILE SUIT FOR
               SPECIFIC PERFORMANCE AGAINST SELLER IN AN APPROPRIATE COURT ON OR
               BEFORE THE DATE WHICH IS THIRTY (30) DAYS FOLLOWING THE LAST DATE
               UPON  WHICH  THE  CLOSING DATE COULD HAVE OCCURRED WITHOUT SELLER
               BEING  IN DEFAULT, THEN BUYER SHALL BE DEEMED TO HAVE ELECTED THE
               REMEDY  UNDER  CLAUSE (B) PRECEDING. SELLER AND BUYER ACKNOWLEDGE
               THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION
               8.4  AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY
               ITS  TERMS.

               BUYER'S  INITIALS:_______             SELLER'S  INITIALS:_______


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Section  8.4        ARBITRATION  OF  DISPUTES.  ANY  CONTROVERSY  AS  TO WHETHER
------------   SELLER  IS  ENTITLED  TO  THE  LIQUIDATED DAMAGES AND/OR BUYER IS
               ENTITLED  TO  THE RETURN OF DEPOSIT MONEY, SHALL BE DETERMINED BY
               BINDING  ARBITRATION  BY  AND  UNDER  THE COMMERCIAL RULES OF THE
               AMERICAN  ARBITRATION  ASSOCIATION  ("COMMERCIAL  RULES").
               ARBITRATION  HEARINGS  SHALL  BE  HELD  IN  THE  COUNTY WHERE THE
               PROPERTY  IS LOCATED. ANY SUCH CONTROVERSY SHALL BE ARBITRATED BY
               THREE ARBITRATORS WHO SHALL BE IMPARTIAL REAL ESTATE BROKERS WITH
               AT  LEAST  5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE AREA WHERE
               THE  PROPERTY  IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE
               SUBJECT  OF  THIS  AGREEMENT.  THEY  SHALL BE APPOINTED UNDER THE
               COMMERCIAL  RULES.  THE ARBITRATORS SHALL HEAR AND DETERMINE SAID
               CONTROVERSY  IN  ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF
               THE  PARTIES  AS  EXPRESSED  IN THIS AGREEMENT AND ANY AMENDMENTS
               THERETO,  AND  UPON  THE  EVIDENCE  PRODUCED  AT  AN  ARBITRATION
               HEARING.  PRE-ARBITRATION  DISCOVERY  SHALL  BE  PERMITTED  IN
               ACCORDANCE  WITH  THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO
               ARBITRATION  PROCEEDINGS. THE AWARD SHALL BE EXECUTED BY AT LEAST
               TWO  OF  THE  THREE ARBITRATORS, BE RENDERED WITHIN 30 DAYS AFTER
               THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS FEES AND
               COSTS  TO  THE  PREVAILING PARTY. JUDGEMENT MAY BE ENTERED ON THE
               AWARD  IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE
               FAILURE  OF  A  PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO
               APPEAR  THEREAT.


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               BUYER'S  RESORT  TO  OR  PARTICIPATION  IN  SUCH  ARBITRATION
               PROCEEDINGS  SHALL  NOT  BAR  SUIT  IN  A  COURT  OF  COMPETENT
               JURISDICTION BY THE BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE
               UNLESS  AND  UNTIL  THE  ARBITRATION  RESULTS  IN AN AWARD TO THE
               SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT
               AS  A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC
               PERFORMANCE.

               NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE
               ANY  DISPUTE  ARISING  OUT  OF  THE  MATTERS  INCLUDED  IN  THIS
               "ARBITRATION  OF  DISPUTES"  PROVISION  DECIDED  BY  NEUTRAL
               ARBITRATION  AS  PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP
               ANY  RIGHTS  YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
               COURT  OR  JURY  TRIAL.  BY INITIALING IN THE SPACE BELOW YOU ARE
               GIVING  UP  YOUR  JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS
               SUCH  RIGHTS  ARE  SPECIFICALLY  INCLUDED  IN THIS ARBITRATION OF
               DISPUTES  PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER
               AGREEING  TO  THIS  PROVISION,  YOU MAY BE COMPELLED TO ARBITRATE
               UNDER  THE  AUTHORITY  OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.
               YOUR  AGREEMENT  TO  THIS  ARBITRATION  PROVISION  IS  VOLUNTARY.

               BY  INITIALING  THIS  CLAUSE,  BUYER  AND  SELLER  INDICATE THEIR
               AWARENESS  AND  ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF AND
               ACKNOWLEDGES  THAT BOTH BUYER AND SELLER HAVE HAD THE OPPORTUNITY
               TO  SEEK  ADVICE  FROM  LEGAL  COUNSEL  ABOUT  ITS  MEANING  AND
               SIGNIFICANCE.

               BUYER'S  INITIALS:__________       SELLER'S INITIALS:____________

Section  8.5        Any  and  all  agreements  affecting  the  Property  not
------------   specifically  approved  and  assumed by Buyer in writing shall be
               terminated  by  Seller  prior to the close of escrow so that said
               agreements,  after  the  close  of  escrow, shall have no further
               force  or  effect nor shall be in any way binding upon the Buyer.

Section  8.6        If  any  party  brings  an  action  or proceeding (including
------------   arbitration) involving the Property, to enforce the terms hereof,
               or  to  declare  rights  hereunder,  the  Prevailing  Party  (as
               hereinafter  defined)  in  any such proceeding, action, or appeal
               thereon,  shall  be  entitled to reasonable attorneys' fees. Such
               fees  may  be awarded in the same suit or recovered in a separate
               suit,  whether  or  not  such  action or proceeding is pursued to
               decision or judgement. The term "Prevailing Party" shall include,
               without  limitation, a party who substantially obtains or defeats
               the  relief  sought,  as  the case may be, whether by compromise,
               settlement,  judgement,  or the abandonment by the other party of
               its  claim  or  defense.  The  attorneys' fees award shall not be
               computed  in accordance with any court fee schedule, but shall be
               such  as  to  fully  reimburse  all  attorneys'  fees  reasonably
               incurred.

Section  8.7        Buyer  and  Seller  acknowledge  that  there  are no oral or
------------   written  agreements  made  outside  this  Agreement not contained
               herein  in writing and all parties agree that they are not acting
               on  any  representations whatsoever except as is specifically set
               forth  in  writing  herein.


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Section 8.8         Seller  is aware that Buyer is a real estate licensee who in
-----------    no  manner  represent  the  interests  of  Seller.

Section  8.9        Buyer  and  Seller  hereby  acknowledge  and agree that Daum
------------   Commercial  Real  Estate  Services is the procuring cause of this
               transaction.  Daum  Commercial  Real  Estate  Services represents
               Seller  only  and  in  no  manner whatsoever is a subagent and/or
               representative  of  Buyer.  Buyer  and  Seller each represent and
               warrant  to  the other that he/she/it has had no dealing with any
               person, firm, broker or finder in connection with the negotiation
               of  this  Agreement  and/or  the consummation of the purchase and
               sale  contemplated  herein,  other than the Broker(s) named above
               and  no  broker  or other person, firm or entity, other than said
               Broker(s)  is/are  entitled  to any commission or finder's fee in
               connection with this transaction as the result of any dealings or
               acts  of  such  Party.

Section  8.10       This  Agreement  shall  be  binding  upon,  and inure to the
-------------  benefit  of, Seller and Buyer and their respective successors and
               assigns, except  as  otherwise  provided  herein.

The offer made by this Purchase and Sale Agreement dated September 6, 2001 shall
remain  open  until  5:00  PM on that date and must be accepted as presented and
returned  with receipt acknowledged by Buyer on or before that time, in writing,
or  otherwise  this  Agreement  shall  be  of  no  further  force  or  effect.

BUYER:     REDIGER  INVESTMENT  CORPORATION


______________________________                 _________________________________
Denis  K. Rediger, Secretary                   Daren R. Rediger, Vice President

SELLER:


______________________________                 _________________________________


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