EXHIBIT 10(k)

                           PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE  AGREEMENT is made as of the 1st day of June,  2007,
by and between 180 LINDEN AVENUE CORP., a New York Corporation  ("Seller"),  and
180 LINDEN REALTY, LLC, a New York limited liability company ("Purchaser").

                                   WITNESSETH:

     WHEREAS,  the  Seller  is  the  owner  of  the  Premises  (this  and  other
capitalized  terms used and not otherwise  defined  herein having the meaning as
described to such terms in Section 1); and

     WHEREAS,  the Purchaser desires to acquire the Premises from the Seller and
the Seller wishes to sell the Premises to the Purchaser, subject to and upon the
terms and conditions hereinafter set forth;

     NOW,  THEREFORE,  in consideration of the mutual covenants herein contained
and  other  good and  valuable  consideration,  the  mutual  receipt  and  legal
sufficiency  of which are hereby  acknowledged,  the  Seller  and the  Purchaser
hereby agree as follows:


SECTION 1 DEFINITIONS.  Capitalized  terms used in this Agreement shall have the
meanings set forth below or in the Section of this Agreement referred to below:

     1.1  "Agreement" shall mean this Purchase and Sale Agreement, together with
          Schedules A through F attached  hereto,  as it and they may be amended
          from time to time as herein provided.

     1.2  "Business Day" shall mean any day other than a Saturday, Sunday or any
          other day on which banking  institutions  in the State of New York are
          authorized by law or executive action to close.

     1.3  "Closing" shall have the meaning given such terms in Section 2.2.

     1.4  "Closing Date" shall mean a day which is on or before thirty (30) days
          after the expiration of the Review Period.

     1.5  "Deposit" shall have the meaning given such term in Section 2.3.

     1.6  "Escrow Agent" shall mean Seller's attorneys, a Title Company, or such
          other person as shall be  reasonably  acceptable  to the Purchaser and
          the Seller.

     1.7  "Lease"  shall mean the lease,  dated as of the Closing  Date,  by and
          between Purchaser and Vasomedical,  Inc. ("Vaso") in substantially the
          form annexed hereto as Schedule B.
<PAGE>
     1.8  "Permitted  Encumbrances" shall mean (a) applicable zoning regulations
          and  ordinances  provided  the same do not  prohibit  or impair in any
          material  respect the use of the  Premises as  currently  operated and
          constructed  or as  contemplated  by this  Agreement;  (b) such  other
          non-monetary  encumbrances with respect to such Premises which are not
          objected to by the Purchaser in accordance with Sections 3.2 and 3.3.

     1.9  "Premises" shall mean the following:

          (a)  The certain real property  commonly  known as 180 Linden  Avenue,
               Village of Westbury,  Town of North Hempstead,  County of Nassau,
               State of New York,  described on Schedule A attached  hereto (the
               "Real Property").

          (b)  All of Seller's rights,  privileges and easements  appurtenant to
               the Real Property,  including,  without limitation,  all mineral,
               oil,  gas  and  other  hydrocarbon  substances  as  well  as  all
               development  rights and air rights  relating to the Real Property
               and  any  easements,  rights-of-way,   strips,  gores,  or  other
               appurtenances  used in  connection  with the  beneficial  use and
               enjoyment of the Real Property.

          (c)  All  improvements  and  fixtures  located  on the Real  Property,
               including all buildings and structures  presently  located on the
               Real Property,  all apparatus,  equipment and appliances  used in
               connection  with  the  operation  of the Real  Property,  such as
               heating  and air  conditioning  systems  and  facilities  used to
               provide any utility services, refrigeration, ventilation or other
               services  on the Real  Property  (all of which  are  collectively
               referred  to as the  "Improvements"),  except  any and all  trade
               fixtures  owned  by  any  of  the  Tenants,   herein  called  the
               "Vasomedical Assets."

          (d)  Any tangible personal property owned by Seller and located at the
               Real Property and relating to the ownership, use and occupancy of
               the  Real  Property  and  the  Improvements  (collectively,   the
               "Personal  Property")  except for any tangible  personal property
               used by Seller in the conduct of its business,  herein called the
               "Vaso Personal Property."

          (e)  Any intangible  personal property owned by Seller and relating to
               the  ownership,  use and  occupancy of the Real  Property and the
               Improvements,   including   without   limitation,   any  permits,
               approvals  and  warranties  with respect to the  Improvements  or
               Personal Property (collectively,  the "Intangibles"),  except for
               any  intangible  property  user by Seller in the  conduct  of its
               business, herein called the "Vaso Intangibles".

     1.10 "Purchase Price" shall have the meaning given such term in Section 2.3
          1.

                                       2
<PAGE>
     1.11 "Review Period" shall mean that period  commencing on the date of this
          Agreement and expiring sixty (60) days thereafter.

     1.12 "Survey" shall have the meaning given such term in Section 3.3.

     1.13 "Tenants"  shall mean any person or entity using or  occupying  all or
          any portion of the Premises  pursuant to any Lease or any other lease,
          license or agreement to which the  Landlord has actual  knowledge  and
          consented thereto.

     1.14 "Title  Commitment"  shall have the meaning given such term in Section
          3.2.

     1.15 "Title  Company"  shall  mean such  title  insurance  agency as may be
          selected by  Purchaser  and  licensed to sell title  insurance  in the
          State of New York.

     1.16 "Effective Date" shall mean the first business day after the date that
          Purchaser   receives  from  Seller  a  fully  executed  copy  of  this
          Agreement.

SECTION 2         PURCHASE AND SALE; CLOSING.

     2.1  Purchase  and Sale.  In  consideration  of the payment of the Purchase
          Price by the  Purchaser  to the Seller and for other good and valuable
          consideration,  the Seller hereby agrees to sell to the Purchaser, and
          the Purchaser hereby agrees to purchase from the Seller, the Premises,
          subject to and in  accordance  with the terms and  conditions  of this
          Agreement.

     2.2  Closing. The purchase and sale of the Premises shall be held either at
          the  office  of  Seller's  counsel  through  an in person at a closing
          ("Closing")  to or  held  at the  offices  of  Purchaser's  Lender  or
          Lender's  attorneys,  or at such other  location as the Seller and the
          Purchaser may reasonably  agree, at 10:00,  local time, on the Closing
          Date.

     2.3  Purchase Price.

          (a)  The  purchase  price to be paid for the Premises  (the  "Purchase
               Price") shall be One Million,  Four Hundred  Thousand Dollars and
               00/100 ($1,400,000). The Purchase Price shall be paid as follows:

               (i) Within five (5)  business  days after the  effective  date of
               this Agreement, the Purchaser shall deposit with the Escrow Agent
               the sum of Seventy  Thousand  Dollars and 00/100  ($70,000) (such
               amount,   together  with  all  interest   earned   thereon,   the
               "Deposit"); and

               (ii)  The  Purchase  Price,  less  the  Deposit  and  subject  to
               adjustment  as  provided  in  Article  9,  shall  be  paid by the
               Purchaser to or at the direction of the Seller at the Closing.

                                       3
<PAGE>
          (b)  The  Purchase  Price  shall be payable in  immediately  available
               federal funds by New York  Clearing  House bank checks or by wire
               transfer  to an  account  or  accounts  to be  designated  by the
               Seller.

     2.4  Duties of Escrow Agent.

          (a)  The Escrow  Agent shall hold the  Deposit in an  interest-bearing
               account and shall pay the Deposit to the party  entitled  thereto
               in accordance with the terms of this Agreement; provided however,
               Escrow Account shall not pay any portion of the Deposit or all of
               the Deposit to either  party  without the written  consent of the
               other party.

          (b)  The  acceptance  by the Escrow  Agent of its duties as such under
               this Agreement is subject to the following  terms and conditions,
               which all parties to this Agreement hereby agree shall govern and
               control  with  respect to the  rights,  duties,  liabilities  and
               immunities of the Escrow Agent:

               (i)  The Escrow Agent acts hereunder as a depository only, and is
                    not  responsible  or liable in any manner  whatever  for the
                    sufficiency of any amounts deposited with it.

               (ii) The Escrow  Agent  shall not be liable  for acting  upon any
                    notice,   request,   waiver,   consent,   receipt  of  other
                    instrument or document  which the Escrow Agent in good faith
                    believes to be genuine and what it purports to be.

               (iii) The  Escrow  Agent  shall  not be  liable  for any error in
                    judgment, or for any act done or step taken or omitted by it
                    in good  faith,  or for any  mistake of fact or law,  of for
                    anything which it may do or refrain from doing in connection
                    herewith,  except its own bad  faith,  gross  negligence  or
                    willful misconduct.

               (iv) The Escrow Agent may consult  with,  and obtain advice from,
                    legal  counsel in the event of any dispute or question as to
                    the  construction  of any of the  provisions  hereof  or its
                    duties hereunder,  and it shall incur no liability and shall
                    be fully  protected  in acting in good  faith in  accordance
                    with the opinion and advice of such counsel.

               (v)  In the performance of its duties hereunder, the Escrow Agent
                    shall be entitled to rely upon any  document,  instrument or
                    signature  believed by it to be genuine and signed by either
                    of the other parties hereto or their successors.

                                       4
<PAGE>
               (vi) The Escrow  Agent may assume that any person  purporting  to
                    give any  notice  of  instructions  in  accordance  with the
                    provisions hereof has been duly authorized to do so.

               (vii) The  Seller and the  Purchaser  hereby  release  the Escrow
                    Agent  from any act done or omitted to be done by the Escrow
                    Agent  in  good  faith  in the  performance  of  its  duties
                    hereunder.

          (c)  The Seller and the Purchaser  may, but only upon mutual  consent,
               remove the  Escrow  Agent at any time upon not less than five (5)
               days notice to the Escrow  Agent;  in such case,  the Seller,  by
               notice to the Purchaser,  shall appoint a successor Escrow Agent,
               reasonably satisfactory to the Purchaser, which shall accept such
               appointment and agree in writing to be bound by the terms of this
               Agreement.  In the event no  successor  Escrow Agent is appointed
               and acting  hereunder  within five (5) days after  resignation by
               the Escrow  Agent or there is a dispute  among the  parties  with
               respect to payment of the Deposit, the Escrow Agent shall pay and
               deliver the Deposit into a court of competent jurisdiction.  Upon
               delivery  of  the  Deposit  to a  successor  agent  or  court  of
               competent  jurisdiction,  the Escrow  Agent shall be released and
               discharged from all further obligations hereunder.

          (d)  The Escrow Agent  agrees to serve  without  compensation  for its
               services;  provided,  however,  that the Purchaser and the Seller
               hereby agree to reimburse, or to advance to, the Escrow Agent all
               reasonable   expenses  of  the  Escrow  Agent   incurred  in  the
               performance of its duties hereunder.

SECTION 3 DILIGENCE, ETC.

     3.1  Due Diligence.

          (a)  From and  after  the date of this  Agreement,  the  Seller  shall
               permit the  Purchaser  and its  representatives  to  inspect  the
               Premises  (including,  without limitation,  all roofs,  electric,
               mechanical and structural elements, and HVAC systems), to perform
               due diligence, soil analysis and environmental investigations, to
               examine the records of the Seller with  respect to the  Premises,
               and  make  copies  thereof,  at  such  reasonable  times  as  the
               Purchaser  or  its   representatives   may   request.   Any  such
               inspections  shall be performed in a manner  consistent with this
               Agreement and shall be performed in such a manner to minimize any
               interference  with the use of the Premises by Vaso. The Purchaser
               shall  provide  the Seller  with  copies of all  written  reports
               prepared by third party consultants with respect to the Premises.
               The  Purchaser  and its  employees,  agents  and  representatives

                                       5
<PAGE>
               shall, until Closing, keep all such information,  sampling,  test
               results  and  reports  confidential,   provided,   however,  that
               Purchaser,  its  agents and  representatives  may  disclose  such
               information and data (i) to Purchaser's  employees,  accountants,
               attorneys, prospective lenders, investment bankers, underwriters,
               rating  agencies,  partners,  consultants  and other  advisors in
               connection with the  transactions  contemplated by this Agreement
               (collectively,   "Representatives")   to  the  extent  that  such
               Representatives reasonably need to know such information and data
               in order to assist, and perform services on behalf of, Purchaser;
               (ii) to the  extent  required  by any  applicable  statute,  law,
               regulation or  governmental  authority;  (iii) in connection with
               any  litigation  that may arise between the parties in connection
               with the transactions contemplated by this Agreement, and (iv) to
               any   prospective    transferee   or   assignee   of   Purchaser.
               Notwithstanding  the  prior  sentence,  information  that  is  or
               becomes  publicly  available  or is obtained by or  furnished  to
               Purchaser  on a  non-confidential  basis  shall not be subject to
               this  provision.  To the  extent  that the  Purchaser  damages or
               disturbs  the  Premises,  the  Purchaser  shall,  to  the  extent
               practicable,  return the same to substantially the same condition
               which existed  immediately  prior to such damage or  disturbance.
               The  Purchaser  shall  indemnify,  defend and hold  harmless  the
               Seller from and against any and all expense, loss or damage which
               the  Seller may incur as a result of any act or  omission  of the
               Purchaser or its  representatives,  agents or contractors,  other
               than any expense,  loss or damage to the extent  arising from any
               act or omission of the Seller  during any such  inspection.  Such
               indemnification  agreement  shall survive the termination of this
               Agreement.

          (b)  On  or  before  the  Effective  Date,  Seller  shall  deliver  to
               Purchaser true and correct copies of all Contracts, affecting the
               Premises,  as  well  as the  current  Certificate  of  Occupancy,
               Seller's  most recent  title  insurance  policy and  survey,  any
               environmental and engineering reports in Seller's possession, the
               most  recent two years'  real  estate tax bills,  and Vaso's most
               recent three years' financial statements.

     3.2  Title Matters.

          (a)  New Title  Commitment.  Promptly  following the execution of this
               Agreement,  Purchaser  shall  order a new title  commitment  with
               respect to the Premises (the "Title  Commitment"),  and Purchaser
               may also order a new survey of the Premises (the "Survey").

          (b)  Notice of Objection;  Seller's Response.  If the Title Commitment
               or  Survey  contain   exceptions  which  are  not  acceptable  to
               Purchaser  or there are  exceptions  to title that  appear or are
               created  after  the  effective  date  of  the  title   commitment
               ("Unpermitted  Exceptions"),  Purchaser  shall, at least five (5)
               days prior to the  expiration  of the  Review  Period  (or,  with

                                       6
<PAGE>
               respect to any  exceptions  to title that  appear or are  created
               after the effective date of the title  commitment,  five (5) days
               after Purchaser  receives notice of such exceptions),  deliver to
               Seller  written  notice of  Purchaser's  objections (a "Notice of
               Objection"),  if any, to such exceptions. Any exceptions to which
               Purchaser  does not so object within the  aforesaid  time periods
               are referred to as "Permitted Exceptions".  If Purchaser fails to
               deliver a Notice of Objection to Seller within the aforesaid time
               periods,  Purchaser  shall be deemed to have  waived its right to
               object to any  exceptions  which would  otherwise be  Unpermitted
               Exceptions,  and  such  exceptions  shall  thereafter  be  deemed
               Permitted Exceptions. Notwithstanding the foregoing, on or before
               the Closing Seller shall pay and satisfy all  mortgages,  federal
               tax liens,  mechanic's liens and other  encumbrances  that can be
               satisfied by the payment of money,  and any  exceptions  to title
               that have  been  created  or  consented  to by  Seller  after the
               Effective Date, same shall under no  circumstances  be considered
               Permitted  Exceptions,  and same  shall not be the  subject  of a
               Response Notice under subsection (c) below.

          (c)  Notice Period. Within ten (10) days following the date of receipt
               of a Notice  of  Objection  (the  "Seller  Notice  Period")  from
               Purchaser,   Seller  shall  give  notice  (a  "Response  Notice")
               advising   Purchaser  that  either  (a)  Seller  will  cause  the
               Unpermitted Exceptions to be removed from the Title Commitment at
               or prior to  Closing,  or (b) Seller  does not agree to cause the
               Unpermitted Exceptions to be removed from the Title Commitment at
               or prior to Closing.  If Seller fails to give the Response Notice
               during the Seller Notice  Period,  Seller shall be deemed to have
               not agreed to cause all Unpermitted Exceptions to be removed from
               the Title Commitment at or prior to Closing.

          (d)  Title  Termination  Notice.  If, pursuant to Subsection 3.2(c) of
               this Agreement,  Seller  notifies  Purchaser that Seller does not
               agree to cause the Unpermitted  Exceptions to be removed from the
               Title  Commitment  or is  deemed  to have  not  agreed  to do so,
               Purchaser  may  terminate  this  Agreement  by  giving  notice in
               writing to Seller (the  "Title  Termination  Notice")  within ten
               (10) days following  Purchaser's  receipt of the Response Notice,
               or if Seller does not provide a Response  Notice,  within  twenty
               (20) days  following the  expiration of the Seller Notice Period.
               If Purchaser  gives a Title  Termination  Notice,  this Agreement
               shall  terminate  and  Escrow  Agent  shall  promptly  return the
               Deposit  to  Purchaser.  If  Purchaser  does  not  give  a  Title
               Termination   Notice   within   the  period  set  forth  in  this
               Subsection,  the Unpermitted Exceptions will thereafter be deemed
               Permitted  Exceptions,  and this  Agreement  shall remain in full
               force and effect.

     3.3  Other  Diligence  Materials.  Throughout the Review Period and through
          and until the Closing,  the Seller shall permit the  Purchaser and its
          representatives  to review and  examine all  environmental  assessment
          reports, building evaluations, financial data and other investigations

                                       7
<PAGE>
          and materials  pertaining to the Premises as are in the  possession of
          the  Seller  and  shall  permit  the  Purchaser,  at its sole cost and
          expense,  to make copies of any such materials as the Purchaser or its
          representatives may request.

     3.4  Termination of Agreement.  If the results of the inspections performed
          by or on  behalf  of the  Purchaser  pursuant  to  Section  3 shall be
          unsatisfactory  to the Purchaser,  in Purchaser's sole  determination,
          the Purchaser  shall have the right to terminate this Agreement at any
          time prior to the  expiration  of the  Review  Period by the giving of
          written notice thereof to the Seller and upon such termination  Escrow
          Agent shall  promptly  return the Deposit to  Purchaser.  In the event
          that the  Purchaser  shall fail so to terminate  this  Agreement,  the
          Purchaser  shall have no further  right to  terminate  this  Agreement
          pursuant  to this  Section  3.4 and the Deposit  shall  thereafter  be
          nonrefundable  to the  Purchaser,  except  as  otherwise  provided  in
          Sections 4.4, 8.4, 8.5 and 10.1.

SECTION 4 CONDITIONS TO PURCHASER'S  OBLIGATION TO CLOSE.  The obligation of the
Purchaser  to acquire the  Premises on the Closing  Date shall be subject to the
satisfaction  of the  following  conditions  precedent on and as of such Closing
Date:

     4.1  Closing  Documents.  The Seller shall have  delivered to the Purchaser
          the following:

          (a)  A Bargain and Sale Deed with covenants  against grantor's acts in
               proper form for recording,  duly executed and acknowledged by the
               Seller,  conveying  good and  marketable  title to such Premises,
               free from all liens and  encumbrances  other  than the  Permitted
               Encumbrances;

          (b)  The  Lease,  duly  executed  and  acknowledged  by  Vaso,  and  a
               termination  of any other  lease  under  which  Vaso or any other
               tenant occupies the Premises;


          (c)  An assignment  by the Seller and an assumption by the  Purchaser,
               in the form  attached  hereto as  Schedule C, duly  executed  and
               acknowledged  by the  Seller  and  the  Purchaser,  of all of the
               Seller's right,  title,  and interest in, to and under all of the
               Intangibles;

          (d)  A bill of sale, in the form  attached  hereto as Schedule D, with
               respect to all of the Personal Property,  on an "as is, where is"
               condition with "all faults" (it being  understood and agreed that
               no portion of the  Purchase  Price is  allocated  to the Personal
               Property);

          (e)  To the extent the same are in the Seller's possession,  original,
               fully executed  copies of all material  documents and agreements,
               warranties and guarantees,  or letters of credit from Tenants, if

                                       8
<PAGE>
               any, plans and  specifications,  certificates  of occupancy,  and
               other  governmental   licenses  and  permits  pertaining  to  the
               Premises;

          (f)  An assignment by Seller and an assumption by the Purchaser in the
               form   attached   hereto  as  Schedule  E,  duly   executed   and
               acknowledged  by the Seller  and the  Purchaser  of all  Seller's
               right, title and interest in, to and under the Contracts that are
               being assigned to and assumed by Purchaser in accordance with the
               terms hereof,  together with true, correct and complete copies of
               the Contracts being assumed by Purchaser;

          (g)  A certification, duly executed and acknowledged by Seller, in the
               form  attached  hereto as Schedule F that Seller is not a foreign
               person  within the meaning of Section  1445 of the United  States
               Revenue Code of 1986, as amended;

          (h)  Such other conveyance documents,  certificate, deeds, tax returns
               and other  instruments as the Purchaser,  the Seller or the Title
               Company  may  reasonably  require  and as are  customary  in like
               transactions in the greater New York area;

          (i)  A certificate confirming that all of Seller's representations and
               warranties  to the  Purchaser are true and correct on the Closing
               Date; and

          (j)  All keys and combinations to all locks on the Premises.

     4.2  Condition of Premises, Etc.

          (a)  The Premises,  including all Improvements located thereon,  shall
               be in  substantially  the same physical  condition on the date of
               this Agreement, ordinary wear and tear excepted;

          (b)  No action shall be pending or threatened for the  condemnation or
               taking by power of eminent domain of all or any material  portion
               of the Premises;

          (c)  All  representations and warranties of the Seller herein shall be
               true,  correct and complete in all material respects on and as of
               the Closing Date and the Seller shall have performed all material
               covenants and obligations  required to be performed by the Seller
               as to the Premises on or before the Closing Date; and

          (d)  No material  litigation shall have been instituted against Seller
               which would prevent Seller from being able to convey the Premises
               pursuant to this Agreement.


                                       9
<PAGE>
     4.3  Title Policies.  The Title Company shall be prepared,  subject only to
          payment of the  applicable  premium  and  delivery  of all  conveyance
          documents in recordable form, to issue a title insurance policy to the
          Purchaser for the Premises, in form and substance  satisfactory to the
          Purchaser  in  accordance   with  Section  3.2,   together  with  such
          affirmative coverages as the Purchaser may reasonably require.

     4.4  (a) Vaso  shall not have (i) made an  assignment  for the  benefit  of
          creditors,  (ii)  filed  or  acquiesced  to a  petition  in any  court
          (whether or not pursuant to any statute of the United States or of any
          state)  in any  bankruptcy,  reorganization,  composition,  extension,
          arrangement or insolvency proceedings, or (iii) made an application in
          any such  proceedings for or acquiesce to the appointment of a trustee
          or  receiver  for it or all of any  portion  of its  property;  (b) no
          petition   shall   be   filed   against   Vaso   in  any   bankruptcy,
          reorganization,  composition,  extension,  arrangement  or  insolvency
          proceedings;  or (c) no proceeding  shall have been filed against Vaso
          seeking the  appointment of a receiver or trustee for Vaso, or for all
          or any portion of the property of Vaso.

     4.5  If Conditions Not Satisfied.  If by the Closing Date the conditions to
          Closing set forth in this Section 4 have not been  satisfied or waived
          in writing by Purchaser,  then  Purchaser  shall have the right to (i)
          waive  the  unsatisfied   condition,   (ii)  postpone  Closing  for  a
          reasonable  period  of time (but not more than  thirty  (30)  days) to
          allow  Seller  additional  time to satisfy  the  conditions,  or (iii)
          terminate  this  Agreement by notice to Seller and Escrow  Agent,  and
          upon such  termination  Escrow Agent shall promptly return the Deposit
          to Purchaser.

SECTION 5 CONDITIONS  TO SELLER'S  OBLIGATION  TO CLOSE.  The  obligation of the
Seller to convey the Premises on the Closing Date to the Purchaser is subject to
the satisfaction of the following conditions precedent on and as of such Closing
Date:

     5.1  Purchase Price. The Purchaser shall deliver to the Seller the Purchase
          Price payable hereunder, adjusted as herein provided.


     5.2  Closing  Documents.  The Purchaser  shall have delivered to the Seller
          duly executed and acknowledged counterparts of the documents described
          in Section 4.1, where applicable.

     5.3  Representations and Warranties.  The representations and warranties of
          the Purchaser in this Agreement shall be true, correct and complete in
          all material  respects on as of such  Closing  Date and the  Purchaser
          shall have  performed  all covenants  and  obligations  required to be
          performed by the Purchaser prior to such Closing Date.

SECTION 6  REPRESENTATIONS  AND WARRANTIES OF SELLER. To induce the Purchaser to
enter into this Agreement,  the Seller  represents and warrants to the Purchaser
as follows:

                                       10
<PAGE>
     6.1  Ownership and  Occupancy.  The Seller holds fee title to the Premises.
          Other than Vaso, the Premises has no tenants or occupants.

     6.2  Status  and  Authority  of the  Seller.  The  Seller is a  corporation
          organized, validly existing and in good standing under the laws of its
          state of formation, and has all requisite power and authority to enter
          into  and  perform  its  obligations   under  this  Agreement  and  to
          consummate the transactions contemplated hereby.

     6.3  Action of the  Seller.  The Seller has taken all  necessary  action to
          authorize the execution,  delivery and  performance of this Agreement,
          and upon the execution and delivery of any document to be delivered by
          the  Seller  on or prior to the  Closing  Date,  such  document  shall
          constitute  the valid and  binding  obligation  and  agreement  of the
          Seller,  enforceable  against the Seller in accordance with its terms,
          except as  enforceability  may be limited by  bankruptcy,  insolvency,
          reorganization,  moratorium  or similar  laws of  general  application
          affecting the rights and remedies of creditors.

     6.4  No  Violations  of  Agreements.  Neither  the  execution,  delivery or
          performance of this Agreement by the Seller,  nor compliance  with the
          terms and provisions  hereof,  will result in any breach of the terms,
          conditions or provisions  of, or conflict with or constitute a default
          under,  or result in the creation of any lien,  charge or  encumbrance
          upon the Premises  pursuant to the terms of any  indenture,  mortgage,
          deed of trust,  note,  evidence  of  indebtedness,  lease or any other
          agreement or instrument by which any of the Seller is bound.

     6.5  Litigation.  The Seller has received no written  notice of and, to the
          best of  Seller's  knowledge,  no action or  proceeding  is pending or
          threatened  and no  investigation  looking  toward  such an  action or
          proceeding has begun, which questions the validity of the Agreement or
          any action taken or to be taken  pursuant  hereto,  will result in any
          material  adverse  change  in  the  business,  operation,  affairs  or
          condition of Seller or the Premises, result in or subject the Premises
          to a material  liability,  or involves  condemnation or eminent domain
          proceedings against any part of the Premises.

     6.6  Not a Foreign Person . The Seller is not a "foreign person" within the
          meaning of Section 1445 of the United States  Revenue Code of 1986, as
          amended, and the regulations promulgated thereunder.

     6.7  No Other Agreements.  Seller warrants that no person or entity has any
          option or other right to purchase or lease the Premises or any part of
          the Premises.

     6.8  No  Condemnation.  To the  best of  Seller's  knowledge,  there  is no
          pending  condemnation,   expropriation,  eminent  domain,  or  similar
          proceeding  affecting all or any portion of the  Premises.  Seller has
          not  received any written or oral notice of any of the same and has no

                                       11
<PAGE>
          knowledge that any such proceeding is contemplated.

     6.9  Contracts.  As of the Closing  Date,  there shall be no  construction,
          management,  utility, leasing, service, equipment, supply, maintenance
          or concession  agreements  (oral or written,  formal or informal) with
          respect to or affecting  all or any portion of the Premises  except as
          set forth in Schedule G (the "Contracts").  Each Contract is valid and
          subsisting and all amounts due thereunder  have been paid. To the best
          of Seller's  knowledge,  neither  Seller,  nor any of its agents is in
          default  under any  Contract or has received any notice from any party
          to any  Contract  claiming  the  existence  of any  default  or breach
          hereunder and no event or omission has occurred which, with the giving
          of notice or the lapse of time would  constitute a default.  Except as
          disclosed on Schedule G, all Contracts are terminable without cause on
          thirty  (30) days'  notice or less  without  payment of any penalty or
          termination  payment.  Except as to Contracts that Purchaser  notifies
          Seller to  continue,  each of which shall be assigned to  Purchaser at
          Closing (the "Assigned  Contracts"),  such notice to be in writing and
          given to Seller no later than fifteen (15) days prior to Closing,  all
          parties to such  agreements  will be  notified  prior to Closing  that
          their agreements will be subject to termination as of Closing.

     6.10 Employees.  There are no  persons  employed  or  engaged  by Seller in
          connection with the management, operation or maintenance of all or any
          portion  of the  Premises  except  as set forth in the  Contracts,  or
          except as employed on an at will basis.

     6.11 Permits. Seller will deliver to Purchaser, within one (1) business day
          following the Effective Date, copies of all permanent  certificates of
          occupancy and all other licenses, permits,  authorizations,  consents,
          approvals and other grants of authority (the "Permits")  issued by all
          governmental or  quasi-governmental  authorities having  jurisdiction,
          and  certificates  of the local board of fire  underwriters  (or other
          body exercising similar  functions),  if any, have been issued for the
          Premises which are in its possession.  Seller has not received, and to
          the best of Seller's  knowledge none of the Permits are subject to any
          notice of violation or penalty.

     6.12 Compliance.  To the  best  of  Seller's  knowledge:  (a) no  variance,
          special  use  permits  or  special  exceptions  were  issued  for  the
          construction  or present use of the  Premises;  and (b) the  continued
          maintenance,  operation and use of any buildings,  structures or other
          improvements  on the Premises for their  respective  present  purposes
          does not  violate  any  federal,  state,  county  or  municipal  laws,
          ordinances,  orders, codes,  regulations or requirements affecting all
          or  any  portion  of  the  Premises,  including,  without  limitation,
          violations of the housing,  building,  safety, health,  environmental,
          fire or zoning  ordinances,  codes and  regulations  of the respective
          jurisdictions  within  which the  Premises  is located  (collectively,
          "Applicable  Laws") or the  certificate(s) of occupancy issued for the
          Premises.  Seller has  received  no notices of  requests,  violations,
          orders, claims, citations, penalty assessments, orders, investigations

                                       12
<PAGE>

          or proceedings  under any Applicable Laws. Seller shall cure or comply
          with, prior to Closing or as soon thereafter as reasonably  practical,
          any violation or notice of which Seller or Purchaser  receives written
          notice  prior to the Closing from any of the  foregoing  governmental,
          quasi-governmental or nongovernmental authorities.

     6.13 Taxes. All state,  township,  county,  school district and other taxes
          levied or assessed  against the Premises and any penalties or interest
          due and payable  thereon prior to Closing,  and all assessments of any
          kind levied prior to Closing,  if any,  will have been paid in full by
          Seller and all appropriate tax returns  relating to the same have been
          filed  with  the  proper  authorities.  Seller  has no  notice  of any
          proposed increase in the assessed valuation of the Premises.  There is
          no proceeding  pending for the reduction of the assessed  valuation of
          all or any  portion of the  Premises.  No portion of the  Premises  is
          subject to or is  affected by any  special  assessment  whether or not
          there  is  presently  a lien  thereon  and,  to the  best of  Seller's
          knowledge, no such assessment has been proposed.

     6.14 Insurance.  Each insurance policy maintained by Seller with respect to
          the  Premises  is in  full  force  and  effect  and all  premiums  due
          thereunder  have been  paid.  No  notice  has been  received  from the
          insurance  company  which  issued  any of such  policies,  or from any
          agent,  stating in effect that such policy will not be renewed or will
          be renewed at a higher premium than is presently payable therefor, nor
          is Seller aware,  of defects or  inadequacies in the Premises which if
          not corrected  would result in  termination  of insurance  coverage or
          increase in the cost thereof.

     6.15 Environmental   Matters.  To  the  best  of  Seller's  knowledge,   no
          polluting,   toxic  or  hazardous  substances  were  used,  generated,
          treated, stored, released, discharged or disposed of by the businesses
          conducted  on the  Premises  by the Seller or, to the best of Seller's
          knowledge,  by others,  at any time. No  notification  of release of a
          "hazardous  substance" or "hazardous  waste" as such terms are defined
          in  and  pursuant  to  the   Comprehensive   Environmental   Response,
          Compensation  and  Liability  Act,  42  U.S.C.  Section  9601 et seq.,
          ("CERCLA"),  the Resource  Conservation  and  Recovery  Act, 42 U.S.C.
          Section  6901 et seq.,  or the  federal  Clean  Water  Act (33  U.S.C.
          Section  1251 et  seq.),  or any  state  or local  environmental  law,
          regulation  or ordinance  has been received by Seller and, to the best
          of Seller's knowledge, none has been filed as to the Premises, and the
          Premises  is not  listed  or  formally  proposed  for  listing  on the
          National Priority List promulgated  pursuant to CERCLA or on any state
          list of hazardous substance sites requiring investigation or clean-up.
          No PCB-contaminated, friable asbestos or formaldehyde-based insulation
          items are present at the Premises.  To the best of Seller's knowledge,
          no activities or  occurrences  are taking place or have taken place at
          the  Premises  which  might  give  rise  to any  basis  for any of the
          foregoing. In the event that Purchaser's environmental  investigations
          show the existence or potential existence of "hazardous  substance" or
          "hazardous  waste" at the  Premises in  violation  of any of the above
          laws,  regulations or ordinances,  and same can be remediated for less
          than  $25,000,  Seller shall  remediate  same in  accordance  with the

                                       13
<PAGE>
          applicable laws, regulations or ordinances prior to Closing.

     6.16 Utilities.  All water,  sewer,  gas,  electric,  telephone,  and other
          public  utilities  and all storm  water  drainage  required  by law or
          necessary  for the  operation  of the  Premises  (i) either  enter the
          Premises  through open public streets  adjoining the Premises,  or, if
          they pass through  adjoining  private land,  do so in accordance  with
          valid public or private easements or rights of way which will inure to
          the benefit of Purchaser, (ii) are installed, connected and operating,
          in good condition,  with all installation and connection  charges paid
          in full, including,  without limitation,  connection and the permanent
          right to discharge  sanitary  waste into the  collector  system of the
          appropriate  sewer  authority,  and (iii) are  adequate to service the
          Premises as an office  building.  No  moratorium,  proceeding or other
          fact  or  condition   exists  which  threatens  to  impair   continued
          furnishing of such services to the Premises at regular rates and fees.
          Water and  sanitary  sewer  services  are provide to the  Premises via
          publicly operated and maintained sewer and water systems.

     6.17 No Flood Hazard Area. No portion of the Premises is located in an area
          designated by any governmental entity as a flood hazard area.

     6.18 Financial Information.  The financial statements,  if any, provided to
          Purchaser  by Seller are  current,  correct and  complete,  and fairly
          present  the  financial  condition  of the  Premises  and Vaso for the
          periods covered thereby.  There has been no material adverse change in
          the operation of the Premises or Vaso since the effective  date of the
          Financial  Statements.  All of the financial and operating  statements
          for the  Premises  and Vaso are kept and  maintained  at the  Seller's
          address  identified above, and no statements  affecting or relating to
          the Premises or Vaso which are to be delivered to Purchaser  have been
          withheld.

     6.19 Mechanics' Liens. No work has been performed or is in progress at, and
          no materials  have been furnished to, the Premises  which,  though not
          presently  the subject of,  might give rise to,  mechanics',  material
          suppliers',  or  other  liens  against  the  Premises  or any  portion
          thereof.  If any lien for such work is filed  before or after  Closing
          hereunder, Seller shall promptly discharge the same at its cost.

     6.20 Accuracy.  No  representation  or warranty by Seller contained herein,
          and no  statement  or other  information  contained  in any  Schedule,
          certificate  or  other  instrument  furnished  or to be  furnished  to
          Purchaser  pursuant  hereto  or in  connection  with the  transactions
          contemplated  hereunder contains, or at the Closing shall contain, any
          knowingly untrue  statement of a material fact or intentionally  omits
          or shall intentionally omit to state a material fact necessary to make
          it not misleading.

          The  representations  and  warranties  made in this  Agreement  by the

                                       14
<PAGE>

          Seller shall survive Closing for a period of one (1) year.

          Except as  otherwise  expressly  provided in this  Agreement or in any
          other documents previously provided,  or hereafter provided,  by or on
          behalf of Seller to Purchaser,  the Seller disclaims the making of any
          representations  or  warranties,  express or  implied,  regarding  the
          Premises  or  matters  affecting  the  Premises,  whether  made by the
          Seller,  on the  Seller's  behalf  or  otherwise,  including,  without
          limitation,  the physical  condition of the Premises,  title to or the
          boundaries  of  the  Real  Property,   pest  control   matters,   soil
          conditions,  the presence,  existence or absence of hazardous  wastes,
          toxic  substances  or other  environmental  matters,  compliance  with
          building,  health,  safety, land use and zoning laws,  regulations and
          orders,  structural  and other  engineering  characteristics,  traffic
          patterns,  market data,  economic  conditions or projections,  and any
          other   information   pertaining  to  the   Premises.   The  Purchaser
          acknowledges  (i) that the Purchaser  has entered into this  Agreement
          with the intention of making and relying upon its own investigation or
          that of third  parties  with respect to the  physical,  environmental,
          economic  and  legal  condition  of the  Premises  and  (ii)  that the
          Purchaser  is not  relying  upon any  statements,  representations  or
          warranties  of any kind,  other than those  specifically  set forth in
          this  Agreement or in any document to be delivered to the Purchaser at
          the  Closing  made (or  purported  to be made) by the Seller or anyone
          acting  or  claiming  to act on the  Seller's  behalf.  The  Purchaser
          further acknowledges that it has not received from or on behalf of the
          Seller  any  accounting,  tax,  legal,   architectural,   engineering,
          property  management or other advice with respect to this  transaction
          and is relying solely upon the advice of third party accounting,  tax,
          legal,  architectural,  engineering,  property  management  and  other
          advisors,  Subject to the provisions of this Agreement,  the Purchaser
          shall  purchase  the Premises in its "as is"  condition  and "with all
          faults" on the Closing Date.

          SECTION 7 REPRESENTATIONS  AND WARRANTIES OF PURCHASER.  To induce the
          Seller  to enter  in this  Agreement,  the  Purchaser  represents  and
          warrants to the Seller as follows:

     7.1  Status and  Authority  of the  Purchaser.  The  Purchaser is a limited
          liability  company duly organized,  validly existing under the laws of
          the State of New York and has all requisite  power and authority under
          the laws of such state under its formation documents to enter into and
          perform its  obligations  under this  Agreement and to consummate  the
          transactions contemplated hereby. The Purchaser has duly qualified and
          is  in  good  standing  as  a  limited   liability   company  in  each
          jurisdiction  in which the  nature  of the  business  conducted  by it
          requires such qualification.

     7.2  Action of the Purchaser.  The Purchaser has taken all necessary action
          to  authorize  the  execution,   delivery  and   performance  of  this
          Agreement,  and upon the  execution and delivery of any document to be
          delivered  by the  Purchaser  on or prior  to the  Closing  Date  such
          document shall  constitute the valid binding  obligation and agreement

                                       15
<PAGE>

          of the Purchaser, enforceable against the Purchaser in accordance with
          its terms,  except as  enforceability  may be  limited by  bankruptcy,
          insolvency,  reorganization,  moratorium  or  similar  laws of general
          application affecting the rights and remedies of creditors.

     7.3  No  Violations  of  Agreements.  Neither  the  execution,  delivery or
          performance of this Agreement by the  Purchaser,  nor compliance  with
          the terms and  provisions  hereof,  will  result in any  breach of the
          terms,  conditions or provisions  of, or conflict with or constitute a
          default  under,  or result  in the  creation  of any  lien,  charge or
          encumbrance  upon any property or assets of the Purchaser  pursuant to
          the terms of any indenture, mortgage, deed of trust, note, evidence of
          indebtedness  or any  other  agreement  or  instrument  by  which  the
          Purchaser is bound.

     7.4  Litigation. No investigation,  action or proceeding is pending and, to
          the  Purchaser's   actual  knowledge,   no  action  or  proceeding  is
          threatened  and no  investigation  looking  toward  such an  action or
          proceeding has begun,  which  questions the validity of this Agreement
          or any action taken or to be taken pursuant hereto.

          The  representations  and  warranties  made in this  Agreement  by the
          Purchaser shall survive Closing for a period of one (1) year.

          SECTION 8 COVENANTS OF THE SELLER.  The Seller hereby  covenants  with
          the Purchaser  between the date of this Agreement and the Closing Date
          as follows:

     8.1  Approval  of  Agreements.  Except  as  otherwise  authorized  by  this
          Agreement, not to enter into, modify, amend or terminate the Contracts
          or any other  agreement  with  respect  to the  Premises  which  would
          encumber or be binding upon the  Purchaser  from and after the Closing
          Date without in each instance  obtaining the prior written  consent of
          the  Purchaser,  which  consent may be withheld  in  Purchaser's  sole
          discretion.

     8.2  Operation  of  Premises.  To  continue  to  operate  the  Premises  as
          currently operated in a good and businesslike  fashion consistent with
          its past  practices and to cause the Premises to be maintained in good
          working  order  and  condition  in a manner  consistent  with its past
          practices.

     8.3  Maintenance.  Prior to Closing, Seller shall (i) maintain property and
          liability  insurance  policies  as  currently  in effect  through  the
          Closing Date,  (ii) correct any violations of any  Applicable  Laws of
          which  Seller  receives  notice  prior to  Closing,  (iii)  notify the
          Purchaser  of any change in condition  with  respect to the  Premises,
          including any casualty or  condemnation,  and (iv) perform all routine
          maintenance   necessary  to  maintain  the  Premises  in  its  current
          condition, and repair any damage to the Premises caused by casualty or
          condemnation.

     8.4  Casualties.  If,  between  the  Effective  Date and the  Closing,  any
          material  portion of any  Premises is damaged or  destroyed by fire or
          other  casualty,  the repair and  restoration  of which will cost less

                                       16
<PAGE>

          than $50,000  (the  "Threshold"),  the  Purchaser  shall  purchase the
          Premises at Closing,  whereupon  the Seller  shall assign to Purchaser
          any insurance  proceeds to which Seller may be entitled as a result of
          such  damage,  destruction,  casualty  or  loss to the  Premises,  and
          Purchaser  shall  receive a credit  against the Purchase  Price in the
          amount of the applicable  deductible  (unless  previously paid by such
          Seller toward the cost of  restoration).  If, however,  such cost will
          exceed the Threshold,  Purchaser shall have the option, exercisable by
          notice to Seller within five (5) days after Purchaser  receives notice
          from Seller of such casualty, to either: (a) elect not to purchase the
          Premises,  whereupon  the Deposit  shall be returned to Purchaser  and
          thereafter this Agreement shall be deemed terminated,  or (b) elect to
          purchase the Premises,  whereupon the Seller shall assign to Purchaser
          any  insurance  proceeds  to which such  Seller may be  entitled  as a
          result of such damage, destruction,  casualty or loss to the Premises,
          and Purchaser shall receive a credit against the Purchase Price in the
          amount of the applicable  deductible (unless previously paid by Seller
          toward  the  cost  of  restoration).  Notwithstanding  the  foregoing,
          Purchaser cannot  terminate if Seller restores  Premises (and notifies
          Purchaser  that Seller  elects to restore)  within ninety (90) days of
          the  casualty,  and the Closing  shall occur within a reasonable  time
          after the completion of the restoration,  as evidenced by the issuance
          of a Certificate  of Occupancy or  Certificate  of Completion  for the
          restoration work or earlier, at Purchaser's sole option.

     8.5  Condemnation.  If,  between  the  Effective  Date and the  Closing,  a
          portion of the Premises which (a) is less than the Threshold, (b) does
          not  affect  access  to the  Premises,  and (c)  does not  render  the
          Premises  non-compliant with Applicable Laws, shall be taken by reason
          of the  exercise  of the  power of  eminent  domain,  Purchaser  shall
          purchase the Premises and pay the full Purchase Price for the Premises
          at  Closing,  whereupon  the  Seller  shall  assign to  Purchaser  all
          damages,  if any,  to which  Seller  may be  entitled  and that may be
          assigned by Seller  pursuant  to the  applicable  eminent  domain law;
          provided,  however,  that such taking that reduces or impairs parking,
          the  adequacy of utilities or  ingress/egress,  or zoning  compliance,
          shall be deemed to exceed the  Threshold.  If,  between the  Effective
          Date and the  Closing,  a portion of the Premises (x) in excess of the
          Threshold,  (y) which affects access to the remainder of the Premises,
          or (z) renders the Premises  non-compliant with Applicable Laws, shall
          be taken by reason of the  exercise  of the power of  eminent  domain,
          Purchaser  shall  have the  option,  exercisable  by  notice to Seller
          within five (5) days after Purchaser learns of such taking,  to either
          (a) elect not to purchase the Premises, whereupon the Deposit shall be
          returned to Purchaser and thereafter  this  Agreement  shall be deemed
          terminated,  or (b) elect to purchase  the  Premises  and pay the full
          Purchase  Price at  Closing,  whereupon  the  Seller  shall  assign to
          Purchaser  all  damages,  if any, to which  Seller may be entitled and
          that may be assigned  by Seller  pursuant  to the  applicable  eminent
          domain  law.  Within  five (5)  days  after  notification  of any such
          taking,  but in no event later than the  Closing,  Seller shall notify
          Purchaser thereof.

                                       17
<PAGE>

SECTION 9 APPORTIONMENTS.

     9.1  Real Property Apportionments.

          (a)  The following items shall be apportioned at the Closing as of the
               close of business on the day  immediately  preceding  the Closing
               Date:

               (i)  municipal  assessments and  governmental  license and permit
                    fees;

               (ii) real  estate  taxes  and  assessments   other  than  special
                    assessments,  based  on the  rated  and  assessed  valuation
                    applicable in the fiscal year for which assessed;

               (iii) water rates and charges; and

               (iv) sewer taxes and rents.

               If any of the foregoing  cannot be apportioned at Closing because
               of the unavailability of the amounts which are to be apportioned,
               such  items  shall be  apportioned  on the basis of a good  faith
               estimate  by the parties and  reconciled  as soon as  practicable
               after such Closing Date but, in any event, no later than one year
               after such Closing Date.

          (b)  If any refunds of real property taxes or assessments, water rates
               and  charges  or sewer  taxes and rents  shall be made after such
               Closing,  the same  shall be held in trust by the  Seller  or the
               Purchaser,  as the case may be, and shall first be applied to the
               unreimbursed  costs  incurred in obtaining the same,  then to any
               required  refunds to the Tenants in  accordance  with the Leases,
               and the  balance,  if any,  shall be paid to the Seller  (for the
               period prior to such Closing Date) and to the Purchaser  (for the
               period commencing with such Closing Date).

          (c)  If, on the Closing Date, the Premises shall be or shall have been
               affected by any special or general  assessment or  assessments or
               real  property  taxes  payable  on a lump sum or which are or may
               become payable in installments of which the first  installment is
               then a charge or lien and has become  payable,  the Seller  shall
               pay or cause to be paid at such  Closing the unpaid  installments
               of such  assessments due up to the Closing Date and the Purchaser
               shall be responsible to pay all installments thereof which are to
               become due and payable after such Closing Date.

          (d)  No insurance  policies of the Seller are to be transferred to the
               Purchaser,  and no apportionment of the premiums  therefore shall
               be made.

                                       18
<PAGE>
          (e)  If a net amount is owed by the Seller to the  Purchaser  pursuant
               to this  Section 9.1,  such amount shall be credited  against the
               Purchase  Price of the  Premises.  If a net amount is owed by the
               Purchaser  to the Seller  pursuant  to Section  9.1,  such amount
               shall be added to the Purchase Price.

     9.2  Closing  Costs.  Seller  shall pay New York State  transfer  taxes and
          shall be  responsible  for any  charges  normally  imposed  on Seller.
          Purchaser shall pay any charges normally imposed on Purchaser.

          The  obligations  of the parties  under this  Section 9 shall  survive
          Closing.

SECTION 10 DEFAULT

     10.1 Default  by  the   Seller.   If  the   Seller   shall  have  made  any
          representation  or warranty herein which shall be materially untrue or
          misleading  in any  material  respect,  or if the Seller shall fail to
          perform any of the covenants  and  agreements  contained  herein to be
          performed  by it and such failure  continues  for a period of ten (10)
          days after notice thereof from the Purchaser, the Purchaser shall have
          the right to (i)  terminate  this  Agreement and receive the return of
          the  Deposit,  unless  Seller  shall take  steps to cure such  default
          within the ten (10) day period,  but if not  completed by said period,
          such right to terminate  shall extend until after a reasonable  period
          of time to cure has  expired  (and,  in any  event,  hold  cured  such
          default within thirty (30) days following such Notice from Purchaser),
          or (ii) the  Purchaser may pursue a suit for specific  performance  or
          other equitable  relief;  provided,  however,  that in addition to the
          aforesaid remedies, Purchaser shall be entitled to recover from Seller
          reimbursement  for all costs and  expenses  incurred by  Purchaser  in
          connection with the negotiation of this Agreement,  the performance of
          due  diligence,  and fees payable to title  companies,  surveyors  and
          lenders with respect to the anticipated  purchase of the Premises,  in
          the aggregate maximum amount of not more than $50,000.

     10.2 Default  by the  Purchaser.  If the  Purchaser  shall  have  made  any
          representation  or warranty herein which shall be untrue or misleading
          in any material respect, or if the Purchaser shall fail to perform any
          of the covenants and agreements contained herein to be performed by it
          and such  failure  shall  continue for a period of ten (10) days after
          notice  thereof  from  the  Seller,  the  Seller  may  terminate  this
          Agreement.  The damages that the Seller  would  sustain as a result of
          any such  termination  would be substantial but would be impracticable
          and excessively costly and difficult to establish or ascertain and the
          parties  hereto  agree  that the  Seller's  sole  remedy at law and in
          equity,  shall be to retain any  unapplied  portion of the  Deposit as
          liquidated damages and not as a penalty.

                                       19
<PAGE>
     SECTION 11 MISCELLANEOUS.

     11.1 Brokers. The broker is Newmark of Long Island LLC d/b/a Newmark Knight
          Frank LI  ("NKF"),  and such firm  shall be paid by Seller at  closing
          pursuant to a separate agreement.  Each party shall indemnify,  defend
          and hold harmless the other party from and against any and all claims,
          loss, costs and expenses, including reasonable counsel fees, resulting
          from any  claims  that may be made  against  such  party by any broker
          claiming a commission by, through or under the other party.

     11.2 Publicity. The parties agree that no party shall, with respect to this
          Agreement and the transactions contemplated hereby, contact or conduct
          negotiations  with public officials,  make any public  pronouncements,
          issue press releases or otherwise furnish  information  regarding this
          Agreement or the transactions  herein  contemplated to any third party
          without the consent of the other  party,  which  consent  shall not be
          unreasonably withheld or delayed.

     11.3 Notices.

          (a)  Any  and  all  notices,  demands,  consents,  approvals,  offers,
               elections and other  communications  required or permitted  under
               this Agreement shall be deemed adequately given if in writing and
               the same shall be delivered  either in hand, by  telecopier  with
               written confirmation of receipt, or by mail or Federal Express or
               similar expedited commercial carrier,  addressed to the recipient
               of the notice,  postpaid and  registered or certified with return
               receipt  requested  (if by  mail),  or with all  freight  charges
               prepaid  (if by Federal  Express or  similar  carrier).  Notices,
               demands and other communications may be sent by the attorneys for
               the parties  hereto with the same force and effect as though sent
               by the parties.

          (b)  All notices  required or permitted to be sent hereunder  shall be
               deemed to have been given for all purposes of this Agreement upon
               the date of  acknowledged  receipt,  in the  case of a notice  by
               telecopier,  and, in all other cases, upon the date of receipt or
               refusal,  except that whenever  under this  Agreement a notice is
               either  received on a day which is not a Business Day, the day of
               receipt or required  delivery shall be extended  automatically to
               the next Business Day.

          (c)  All such notices shall be addressed, if to the Seller:

                              180 Linden Avenue Corp.
                              180 Linden Avenue
                              Westbury, NY
                              Attn:  Tricia Efstathiou
                              Facsimile: 516-997-9038

                       with a copy to:

                                       20
<PAGE>

                              Beckman, Lieberman & Barandes, LLP
                              Suite 1313
                              116 John Street
                              New York, NY 10038
                              Attn:  Michael Beckman
                              Facsimile:  (212) 406-3750

                       if to the Purchaser:

                              180 Linden Realty LLC
                              2545 Hempstead Turnpike
                              East Meadow, NY 11554

                              Attn:  Mr. Scott Burman
                              Facsimile: (516) 731-9400

                       with a copy to:

                              Farrell Fritz, P.C.
                              1320 RexCorp Plaza
                              Uniondale, NY 11556-1320
                              Attn: Peter L. Curry, Esq.
                              Facsimile:  (516) 336-2208

          (d)  By notice given as herein provided,  the parties hereto and their
               respective  successor  and assigns shall have the right from time
               to time and at any time  during  the  term of this  Agreement  to
               change their respective  addresses  effective upon receipt by the
               other  parties  of such  notice  and each shall have the right to
               specify as its address any other address within the United States
               of America.

     11.4 Waivers,  Etc. Any waiver of any term or condition of this  Agreement,
          or of the breach of any covenant, representation or warranty contained
          herein, in any open instance,  shall not operate as or be deemed to be
          or construed as a further or continuing  waiver of any other breach of
          such term,  condition,  covenant,  representation  or  warranty or any
          other term, condition, covenant, representation or warranty, nor shall
          any failure at any time or times to enforce or require  performance of
          any  provision  hereof  operate as a waiver of or affect in any manner
          such party's  right at a later time to enforce or require  performance
          of such provision or any other  provision  hereof at any time prior to
          the Closing.  This Agreement may not be amended, nor shall any waiver,
          change,  modification,  consent or discharge be effected, except by an
          instrument  in writing  executed by or on behalf of the party  against
          whom  enforcement  of any  amendment,  waiver,  change,  modification,
          consent or discharge is sought.

                                       21
<PAGE>
     11.5 Assignment; Successors and Assigns.

          (a)  This Agreement and all rights and obligations hereunder shall not
               be  assignable  by any party  without the written  consent of the
               other  parties,  except that at Closing the  Purchaser may assign
               this  Agreement or designate to receive  title to the Premises to
               any person or entity owned by or affiliated  with the  Purchaser.
               No assignment  (including  any  assignment  permitted  hereunder)
               shall  release the  Purchaser  named herein from any liability or
               obligation under this Agreement.

          (b)  The  Purchaser  may elect to effect  the  Seller's  transfer  and
               conveyance of the Premises as part of an exchanged  under Section
               1031 of the  Internal  Revenue  Code of  1986,  as  amended  (the
               "Code"), in lieu of purchasing such Premises. If the Purchaser so
               elects,  it shall provide  notice to the Seller of such election,
               and  thereafter may at any time at or prior to the Closing assign
               its rights (but such  assignment  shall not relieve the Purchaser
               of its  obligations)  under this  Agreement  with  respect to the
               Premises to a "qualified  intermediary" as defined in Treas. Reg.
               1.1031(k)-  1(g)(4),   subject  to  all  rights  and  obligations
               hereunder of the Seller and shall promptly provide written notice
               of such assignment to the Seller. The Seller shall cooperate with
               all  reasonable  requests  of the  Purchaser  and the  "qualified
               intermediary"  in  arranging  and  effecting  the transfer of the
               Premises to the "qualified  intermediary".  Without  limiting the
               generality of the foregoing, if the Purchaser has given notice of
               its intention to effect the  acquisition  of the Premises as part
               of an exchange  under Section 1031 of the Code,  the Seller shall
               (i) promptly provide the Purchaser with written acknowledgment of
               such  notice  and (ii) at the  Closing,  transfer  and convey the
               Premises  to the  "qualified  intermediary"  rather  than  to the
               Purchaser.

          (c)  This  Agreement  shall be  binding  upon and  shall  inure to the
               benefit  of  the  parties  hereto  and  their   respective  legal
               representatives, successors and permitted assigns. This Agreement
               is not  intended  and shall not be construed to create any rights
               in or to be enforceable in any part by any other persons.

     11.6 Severability.  If any  provision  of this  Agreement  shall be held or
          deemed  to  be,  or  shall  in  fact  be,   invalid,   inoperative  or
          unenforceable as applied to any particular case in any jurisdiction or
          jurisdictions, or in all jurisdictions or in all cases, because of the
          conflict of any provision with any  constitution or statute or rule of
          public policy or for any other  reason,  such  circumstance  shall not
          have the effect of rendering  the  provision or provisions in question
          invalid,  inoperative or unenforceable in any other jurisdiction or in
          any other case or  circumstance or of rendering any other provision or
          provision  herein contained  invalid,  inoperative or unenforceable to
          the extent that such other  provisions are not themselves  actually in

                                       22
<PAGE>
          conflict with such constitution, statute or rule of public policy, but
          this   Agreement   shall  be  reformed  and   construed  in  any  such
          jurisdiction or case as if such invalid,  inoperative or unenforceable
          provision had never been contained herein and such provision  reformed
          so that it would be valid,  operative and  enforceable  to the maximum
          extent permitted in such jurisdiction or in such case.

     11.7 Counterparts,  Etc.  This  Agreement  may be  executed  in two or more
          counterparts,  each of which shall be deemed an  original,  but all of
          which together  shall  constitute  one and the same  instrument.  This
          Agreement  constitutes the entire agreement of the parties hereto with
          respect to the subject matter hereof and shall  supersede and take the
          place of any other  instruments  purporting  to be an agreement of the
          parties hereto  relating to the subject matter hereof.  This Agreement
          may not be  amended  or  modified  in any  respect  other  than by the
          written agreement of all of the parties hereto.

     11.8 Governing Law.

          (a)  This  Agreement  shall be  interpreted,  construed,  applied  and
               enforced  in  accordance  with the laws of the  State of New York
               applicable  to  contracts  between  residents of the State of New
               York  which  are  to  be  performed  entirely  within  New  York,
               regardless of (i) where this  Agreement is executed or delivered;
               or (ii) where any payment or other  performance  required by this
               Agreement  is made or  required  to be made;  or (iii)  where any
               breach of any provision of this Agreement occurs, or any cause of
               action  otherwise  accrues;  or (iv)  where  any  action or other
               proceeding  is  instituted  or pending;  or (v) the  nationality,
               citizenship,  domicile,  principal domestication of any party; or
               (vi) whether the laws of the forum  jurisdiction  otherwise would
               apply  the laws of a  jurisdiction  other  than the  State of New
               York; or (vii) any combination of the foregoing.

          (b)  To the maximum extent  permitted by applicable law, any action to
               enforce,  arising  out of, or  relating in any way to, any of the
               provisions  of this  Agreement  may be brought and  prosecuted in
               such court or courts located in the State of New York,  County of
               Nassau,  as is  provided by law;  and the parties  consent to the
               jurisdiction  of such court or courts located in the State of New
               York,  County of Nassau,  and to service of process by registered
               mail, return receipt  requested,  or by any other manner provided
               by law.

     11.9 Performance  on  Business  Days.  In  the  event  the  date  on  which
          performance or payment of any obligation of a party required hereunder
          is other  than a Business  Day,  the time for  payment or  performance
          shall  automatically  be extended to the first  Business Day following
          such date.

     11.10 Attorney's  Fees.  If any  lawsuit  or  arbitration  or  other  legal
          proceeding arises in connection with the interpretation or enforcement
          of this Agreement,  the prevailing  party therein shall be entitled to
          receive  from  the  other  party  the  prevailing  party s  costs  and

                                       23
<PAGE>
          expenses,  including  reasonable attorneys fees incurred in connection
          therewith,  in  preparation  therefor and on appeal  therefrom,  which
          amounts shall be included in any judgment therein.

     11.11 Section and Other Headings.  The headings contained in this Agreement
          are for  reference  purposes  only and shall not in any way affect the
          meaning or interpretation of this Agreement.

     11.12 Time is of the  Essence.  Time is of the essence with respect to each
          and every  obligation  of the  Seller  and the  Purchaser  under  this
          Agreement.

     11.13 No Recordation. The Seller and the Purchaser agree not to record this
          Agreement or any memorandum hereof.

               [Signatures lines are on the next succeeding page.]

                                       24
<PAGE>
     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
as a sealed instrument as of the date first above written.

SELLER:

180 LINDEN AVENUE CORP.



By: /s/
    -----------------------------
          John C. K. Hui


PURCHASER:

180 LINDEN REALTY LLC


By: /s/
    -----------------------------
             Scott Burman

                                       25
<PAGE>



                                     JOINDER

THE UNDERSIGNED  ESCROW AGENT HEREBY  ACKNOWLEDGES AND AGREES TO BE BOUND BY THE
PROVISIONS OF SECTION 2.4 OF THE FOREGOING AGREEMENT.

ESCROW AGENT:

BECKMAN, LIEBERMAN & BARANDES, LLP


By:/s/ David H. Lieberman
   ----------------------------------
       Authorized Officer

                                       26