Exhibit 10.1


             


             


            
            AGREEMENT OF PURCHASE


            
            AND SALE FOR


            
            110 SUMMIT AVENUE


            
            MONTVALE, NEW JERSEY 07645


             


            
            Agreement of Purchase and Sale (“Agreement”) made as of
            December 13, 2007, by and between BUTLER OF NEW JERSEY REALTY
            CORP., a New Jersey corporation with offices at 110 Summit
            Avenue, Montvale, NJ 07645 (“Seller”) and JONG B.
            LIM and YOUNG H.
            LIM, husband and wife (collectively, “Buyer”), an
            individual residing at 13 Wildwood Road, Saddle River, New Jersey.


             


            
            WITNESSETH:


             


            
            1.          
            Definitions. For purposes of this
            Agreement, the following terms have the meanings indicated in this Section
            1.


             


            
            1.1.      “Assignment
            and Assumption of Leases Agreement” means an assignment
            and assumption of the Leases, executed and acknowledged by Seller and Buyer, in the
            form shown on Exhibit “F”
            hereto.


             


            
            1.2.      “Closing
            ” means the accomplishment (or waiver by the party in whose favor each such
            activity runs) of each and every one of the activities described in Section 4.2
            below.


             


            
            1.3.      “Closing
            Date” means the date on which the Closing
            occurs.


             


            
            1.4.      “Deed
            ” means a bargain and sale deed in proper form for recordation in Bergen County,
            New Jersey executed and acknowledged by Seller in favor of Buyer.


             


            
            1.5.      “Improvements
            ” means all buildings, structures, parking lots, walks and walkways and all
            fixtures and building equipment (including without limitation all plumbing, electrical,
            heating, air conditioning and ventilating lines and systems and boilers) and each and
            every other type of physical improvement located at, on or affixed to the Land to the
            full extent such items constitute or are or can or may be construed as realty under the
            laws of the State of New Jersey, but specifically excluding any property belonging to
            the Tenants. “Improvements” also includes all personal property at the
            Project (as hereinafter defined) owned by Seller at the time of this Agreement that has
            been used for the maintenance and operation of the Project, but excludes all such
            personal property used by Seller in its business operations.


             


            
            1.6.      “Land
            ” means all that certain land particularly described in
            Exhibit “A”
            hereto.


             


            
            1.7.      “Leases
            ” means the Leases and all amendments thereto set forth on
            Exhibit “B” hereto.
            Seller makes no representation that the Leases will be in effect on the Closing Date or
            that there will be no Tenant defaults thereunder.


             


            
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            1.8.      “Leaseback Agreement”
            means that certain Office Lease from Buyer to Seller’s affiliated entity for
            leasing back certain portions of the project.


             


            
            1.9.      “Option Agreement”
            means that certain option agreement for Seller to purchase back from Buyer Parcel B for
            $10 and other valuable consideration.


             


            
            1.10.     “Parcel
            A” means all that certain land particularly described
            on Exhibit “C”
            hereto, consisting of approximately 10.9 acres of land and all the
            improvements thereon.


             


            
            1.11.     “Parcel
            B” shall mean all that certain land particularly
            described in Exhibit “D”
            hereto, consisting of approximately six (6) acres of empty
            land.


             


            
            1.12.    “Permitted
            Exceptions” means those certain matters constituting
            exceptions to and/or encumbrances against the Land and Improvements which are
            enumerated in Exhibit
            “E”, and such other matters shown on the
            Title Report as to which Buyer does not object in accordance with the terms
            hereof.


             


            
            1.13.    “Project
            ” means the Land and Improvements, collectively.


             


            
            1.14.    “Purchase
            Price” means the aggregate consideration, specified in
            Section 3 below, to be paid by Buyer for the Project.


             


            
            1.15.    “Survey
            ” means a plot of the results of an instrument survey of the Land made by a
            surveyor or civil engineer duly licensed in the jurisdiction in which the Project is
            located, dated nor earlier than the date of this Agreement and certified to Buyer,
            Lender and the Title Insurer in a manner which will permit the issuance of the Title
            Policy and in form and substance otherwise reasonably satisfactory to Buyer and the
            Title Insurer.


             


            
            1.16.    “Tenant
            ” means the party or parties named as tenants under the Leases.


             


            
            1.17.    “Title
            Company” means a title company authorized to do
            business in the State of New Jersey, selected by Buyer and reasonably acceptable to
            Seller.


             


            
            1.18.    “Title
            Policy” means a most current form ALTA owner’s
            policy of title insurance, dated as of the Closing Date and with liability in the
            amount of the Purchase Price, insuring, at standard rates, Buyer as owner of good,
            marketable and indefeasible fee title to the Land and Improvements, subject only to the
            Permitted Exceptions. A copy of a Title report has been delivered to Buyer and the
            parties agree that the Title Insurer shall be engaged to issue the Title
            Policy.


             


            
            1.19.    “Title
            Report” means a certificate of title or title report
            issued by the Title Insurer to Buyer, which must disclose Seller as owner of fee simple
            interest in the Land and Improvements and shall disclose all exceptions to title and
            all encumbrances on and other matters of record affecting the Land and
            Improvements.


             


             


            
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            2.         
            Purchase and Sale.
            In consideration of the Purchase Price and subject to and in accordance
            with all terms and conditions and based upon all representations and warranties set
            forth in this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to
            sell to Buyer all of Seller’s right, title and interest in and to the Project
            subject to reversionary interest in Parcel B described in Article 11. Jong B. Lim and
            Young H. Lim shall be jointly and severally liable for Buyer’s obligations under
            this Agreement.


             


            
            3.         
            Purchase Price; Payment
            Thereof. The Purchase Price
            is Nine Million Three Hundred Fifty Thousand and 00/100 ($9,350,000.00) Dollars subject
            to prorations and adjustments as described in Section 5 below, and is payable by Buyer
            to Seller as follows:


            
            (a) The sum of One Million and 00/100 ($1,000,000) Dollars is payable by
            Buyer within three (3) business days from the execution of this Agreement as a deposit
            by wire or other mutually agreeable transfer of immediately available funds. The
            deposit shall be kept in a money market type interest-bearing escrow account of Beattie
            Padovano, LLC (the “Escrow Agent”) provided that Buyer gives the Escrow
            Agent an executed form W-9. One-half (1/2) of the interest earned on the Deposit shall
            be paid to Seller at Closing, but shall not be credited against the Purchase Price and
            one-half (1/2) of such interest shall be paid to Seller at Closing and credited against
            the Purchase Price. The party entitled to receive the deposit shall also be entitled to
            the interest thereon. The deposit is hereinafter called the
            “Deposit.”


            
            (b) The balance of the Purchase Price, as calculated, shall be payable
            by Buyer or wire or other mutually agreeable transfer of immediately available funds at
            Closing.


             


            
            (c) The parties acknowledge that the Escrow Agent shall be holding the
            Deposit in escrow solely as a stakeholder at the request of the parties and for their
            convenience and shall not be liable to either party for any act or omission on its part
            unless taken or suffered in bad faith or willful disregard of this Agreement or
            involving gross negligence on the part of the Escrow Agent. The parties jointly and
            severally agree to defend, indemnify and hold the Escrow Agent harmless from and
            against all costs, claims and expenses (including reasonable attorneys' fees) incurred
            in connection with the performance of the Escrow Agent’s duties hereunder, except
            with respect to acts or omissions taken or suffered by the Escrow Agent in bad faith or
            in willful disregard of this Agreement or involving gross negligence on the part of the
            Escrow Agent. In the event that the Escrow Agent, in good faith, is in doubt as to what
            action it should take hereunder, the Escrow Agent, at its option, will be entitled to
            (a) file an interpleader action in any court of competent jurisdiction, and upon
            depositing the Deposit in such court, the Escrow Agent shall be released from any
            further liability under this Agreement, and/or (b) deposit the Deposit in an
            interest-bearing account (with interest to follow the principal). The Escrow Agent may
            act or refrain from acting with respect to any matter referred to herein in full
            reliance upon and with advice of counsel which may be selected by it and shall be fully
            protected in so acting and/or refraining from acting upon the advice of such counsel.
            The parties further acknowledge and agree that notwithstanding Escrow Agent’s
            role as escrow agent, Escrow Agent represents Seller as legal counsel in connection
            with the subject matter of this Agreement and otherwise and may continue to do
            so.


            
             


             


            
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                        4.

                    	
                        
                        Closing Date;
                        Closing.

                    



            
            4.1       The Closing Date shall take
            place one month after the expiration of the Mortgage Contingency Period.


            
            4.2       Closing.


            The
            Closing shall take place at 10:00 a.m. on the Closing Date, at the offices of
            Buyer’s bank’s attorneys provided it is located in Bergen County, New
            Jersey or any other place to be agreed upon by Seller and Buyer. At the Closing, the
            following actions shall be taken, all of which will be deemed taken simultaneously and
            no one of which will be deemed completed until all have been completed:


            
            A.       Seller shall deliver the
            following to Buyer at Closing:


            
            (i)        Duly executed and
            acknowledged Bargain and Sale Deed with covenants against Grantor’s
            acts;


            
            (ii)       Non-Foreign Person
            Affidavit;


            
            (iii)       Duly executed counterpart
            of Assignment and Assumption of Leases Agreement substantially in the form of
            Exhibit “F” hereto (the
            “Assignment and Assumption of Leases Agreement”);


            
            (iv)       Affidavit of Title in a
            form reasonably acceptable to the Title Insurer;


            
            (v)        Copies of all
            Leases;


            
            (vi)       Resolution of the Board of
            Directors of Seller authorizing the transaction;


            
            (vii)      Duly executed Closing
            Statement;


            
            (viii)     The State of New Jersey, Affidavit
            of Consideration for use by Seller (RTF-1);


            
            (ix)       Duly executed counterpart
            of the Leaseback Agreement between Seller’s affiliated entity and Buyer
            substantially in the form of Exhibit
            “H-3” attached hereto (the “Leaseback
            Agreement”);


            
            (x)       Duly executed counterpart
            of the Access Easement Agreement substantially in the form of
            Exhibit “G” attached
            hereto (the “Access Easement Agreement”);


            
            (xi)       Duly executed counterpart
            of the Ground Lease substantially in the form of Exhibit
            “H-1” (the “Ground Lease”) and
            Memorandum of Ground Lease for


             


            
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            Recordation substantially in the form of
            Exhibit “H-2” attached
            hereto (the “Memorandum of Ground Lease”);


            
            (xii)      Duly executed counterpart of
            the Assignment and Assumption of the Commission Agreement substantially in the form
            of Exhibit “I-2”
            attached hereto;


            
            (xiii)     Duly executed counterpart of
            Management Agreement, as defined below;


            
            (xiv)     Such other and further documents as
            may be reasonably required by the terms of this Agreement or as may be reasonably
            necessary or incidental to consummating the transaction contemplated hereby.


            	
                        
                        B.

                    	
                        
                        Buyer shall deliver the following to Seller at
                        Closing:

                    



            
            (i)        By federal wire funds
            transfer, the balance of the Purchase Price subject to adjustments at Closing as
            hereinafter provided;


            
            (ii)        Duly executed
            counterpart of the Assignment and Assumption of Leases Agreement;


            
            (iii)       Duly executed Closing
            Statement;


            
            (iv)       Duly executed counterpart
            of the Assignment and Assumption of Commission Agreements;


            
            (v)       Duly executed Documents as
            required in Article 11;


            
            (vi)      Resolution of Buyer authorizing
            the transactions;


            
            (vii)      The State of New Jersey
            Affidavit of Consideration for use by Buyer (RTF1EE);


            
            (viii)     Duly executed counterpart of the
            Leaseback Agreement from Buyer to Seller’s affiliated entity;


            
            (ix)       Duly executed counterpart
            of the Ground Lease and Memorandum of Ground Lease for Recordation;


            
            (x)       Duly executed counterpart
            of the Management Agreement;


            
            (xi)       Such other and further
            documents as may be reasonably required by the terms of this Agreement or as may be
            reasonably necessary or incidental to consummating the transaction contemplated
            hereby.


            
            C.        Each party will
            execute and deliver to the other the Leaseback Agreement whereby Seller will lease from
            Buyer certain premises within the Project for an aggregate period of seven (7) years
            from Closing, covering a total of eleven thousand five hundred sixty-one (11,561)
            square feet of office space and five thousand (5,000) square feet of storage space at
            an


             


            
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            initial annual base rent of One Hundred Eighty-Three Thousand and 00/100
            ($183,000.00) Dollars, pursuant to the terms and conditions set forth in the proposed
            Leaseback Agreement attached hereto as Exhibit
            “H-3”. In consideration of below market
            annual basis rent payable by Seller as tenant under the Leaseback Agreement, Seller has
            agreed to enter a Management Agreement in substantially the form attached hereto
            as Exhibit “N”
            (the “Management Agreement”). If after execution, the
            Management Agreement is terminated, other than through Landlord’s fault or the
            sale of the Premises, Seller agrees to pay additional annual base rent of Fifty
            Thousand and 00/100 ($50,000.00) Dollars under the Leaseback Agreement from and after
            the effective date of Seller’s termination of the Management
            Agreement.


            
            D.        At Closing, Seller
            shall assign the Office Sublease Agreement dated May 1, 2000 between Butler
            Service Group and Fred Mackerodt Public Relations, Inc. and the Amendment thereto dated
            December, 2003 (collectively, the “Sublease”) to Buyer pursuant to an
            Assignment and Assumption of Leases Agreement substantially in the form of
            Exhibit “I-2”. From the
            date of Closing, Buyer shall be entitled to the rent in the sublease and the amendment
            thereto as the landlord. Seller represents that it has the right to assign said
            sublease and the amendments thereto to Buyer. Seller also agrees that the rent due
            under the Sublease is separate from any rent payable by Seller to Buyer under the
            Leaseback Agreement and will not be deducted from the rent due under the Leaseback
            Agreement.


            	
                        
                        5.

                    	
                        
                        Adjustments and Prorations; Closing
                        Expenses.

                    



            
            5.1       
            Adjustments and Prorations. The following
            items are to be apportioned between Buyer and Seller as of 11:59 p.m. of the day
            preceding the Closing Date (and Buyer and Seller shall endeavor to compute all closing
            adjustments at least five (5) business days prior to the Closing Date):

            


            
            (a)       Security deposits, if any,
            under the Leases.


            
             


            
            (b)       Real estate taxes, water
            charges, sewer charges, gas and electric charges, and other utility charges (not
            limited to the foregoing), fuels and other similar charges. If the amount of the
            current taxes is not then ascertainable, the adjustment thereof shall be on the basis
            of the amount of the most recent ascertainable taxes;


             


            
            (c)       If, at the date of this
            Agreement, the Project, or any part thereof, shall be or shall have been affected by an
            assessment or assessments which are or may become payable in annual installments of
            which the first installment is then due or has been paid, then for purposes of this
            Agreement all the unpaid installments of any such assessment, including those which are
            to become due and payable after the delivery of the Deed, shall be deemed to be due and
            payable and to be liens upon the Project affected thereby and shall be paid and
            discharged by Seller thereof, upon delivery of the Deed;


             


            
            (d)       Prepaid rents and prepaid
            additional rents under the Leases shall be pro rated as of the Closing Date. Such
            adjustment and apportionment to be made at Closing shall be made only with respect to
            the amount of such items actually collected.


             


             


            
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            (1) With respect to any arrearages of rents, or additional rents, Seller
            shall furnish Buyer at Closing with a statement of such arrearages. Any sums received
            after the Closing Date from tenants in arrears as of the Closing Date shall be first
            applied to such arrearages and shall be paid over to Seller by Buyer promptly following
            receipt by Buyer. Buyer agrees to make diligent efforts to collect all such arrearages
            and fully cooperate with Seller to collect such arrearages.


             


            
            (2) To the extent that items of additional rent cannot be determined at
            Closing (or even if determined or determinable, to the extent said items have not been
            collected), the amount thereof for the period ending on the Closing Date and
            accountings showing a calculation thereof, shall be paid and furnished to Seller by
            Buyer if, as and when received by Buyer after Closing. The apportionment shall be made
            on the calendar year basis so that Seller shall receive a share thereof based upon the
            fraction of which the numerator is the number of days of the year elapsing to the
            Closing Date and the denominator is 365 (subject, however, if any such rent is
            collected other than a calendar year basis such as lease year basis the calculations
            will be made upon such other basis).


            
            5.2       
            Closing Expenses. Buyer shall pay all
            closing costs and fees incurred in connection with this transaction that are
            customarily buyer’s responsibility on transactions of this kind in the State of
            New Jersey, including, without limitation, the following: (i) the premium for the Title
            Policy; (ii) the fees for the Survey; (iii) recording costs and fees and (iv) any
            Mansion Tax. Seller shall pay the New Jersey realty transfer tax in connection with
            this transaction.


            
            5.3       
            Real Property Tax Appeals. Seller has filed
            tax appeals for tax years 2006 and 2007 for real estate taxes for the Project (the
            “Tax Appeal”). Seller shall have sole discretion to determine whether to
            continue to pursue the Tax Appeal and/or settle or dismiss the Tax Appeal. In the event
            the Tax Appeal for tax year 2007 has successfully concluded or otherwise settled and
            there is a tax refund or credit for the 2007 tax year, the refund and/or credit less
            the cost of the Tax Appeal will be prorated between Seller and Buyer based upon the
            date of Closing. In the event Buyer receives a credit to be applied to future tax
            payments due on the Project after Closing for the tax savings achieved as a result of
            the tax appeal, Buyer agrees to pay over to Seller the portion of the credit
            attributable to the period from January 1, 2007 to the date of Closing at such time as
            the credit is applied to future tax payment or payments.


            	
                        
                        5.4

                    	
                        
                        Survival. The provisions of
                        this Section 5 shall survive Closing.

                    



            
            6.         
            Representations and Warranties of
            Seller. Seller hereby
            represents and warrants to Buyer as follows, it being expressly understood and agreed
            that all such representations and warranties are to be true and correct at the date of
            this Agreement and as of the Closing and are to survive until the first anniversary of
            the Closing (other than the representations under Section 6.9(d), (e) and (f), which
            shall survive the Closing for the applicable statutory period of limitation under New
            Jersey law).


            
            (a)       There are no actions or
            proceedings pending or, to Seller’s actual knowledge, threatened before any court
            or administrative agency in any way connected with or


             


            
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            relating to the Project, or affecting Seller’s ability to fulfill
            all of its obligations under this Agreement.


            
            (b)       Seller has received no
            notice from any federal, state, county or municipal agency or other governmental body
            asserting that the Project in any respect violates applicable laws, ordinances, rules
            or regulations.


            
            (c)       To Seller’s actual
            knowledge, (without investigation) there are no pending or contemplated special
            assessments or condemnation actions with respect to the Project.


            
            (d)       This Agreement has been,
            and all documents to be delivered by Seller to Buyer at Closing will be, duly
            authorized, executed and delivered by Seller, are or will be legal valid and binding
            obligations of Seller, will be sufficient to convey title, are or will be enforceable
            in accordance with their respective terms and do not and will not, at Closing, violate
            any provisions of any agreements to which Seller is a party or by which Seller is
            bound.


            
            (e)       Seller has not (i) made a
            general assignment for the benefit of creditors; (ii) filed any voluntary petition in
            bankruptcy or suffered the filing of an involuntary petition by Seller’s
            creditors; (iii) suffered the appointment of a receiver to take possession of all or
            substantially all of Seller’s assets; (iv) suffered the attachment or other
            judicial seizure of all, or substantially all, of Seller’s assets; (v) admitted
            in writing its inability to pay its debts as they come due; or (vi) made an offer of
            settlement, extension or composition to its creditors generally.


            
            (f)       Seller is duly organized and
            existing and in good standing under the laws of the State of New Jersey; Seller has the
            full right, power and authority to enter into this Agreement and perform its
            obligations hereunder.


            
            Except as expressly set forth herein, Seller has not, does not and will
            not make any warranties or representations with respect to the Project, and Seller
            specifically disclaims any other implied warranties or warranties arising by operation
            of law, including without limitation, any warranty of condition, merchantability,
            habitability or fitness for a particular purpose or use. Furthermore, Seller has not,
            does not and will not make any representation or warranty with regard to compliance
            with any environmental protection, pollution, zoning or land use laws, rules,
            regulations, orders or requirements, including, without limitation, those pertaining to
            the handling, generating, treating, storing or disposing of any hazardous waste or
            substance, including, without limitation, asbestos, PCBs or radon. Buyer acknowledges
            that it is a sophisticated purchaser who is familiar with this type of property, and is
            fully familiar with the Project and that, subject only to the express warranties set
            forth above or that are contained in the closing documents, Buyer is acquiring the
            Project “AS IS AND WHERE IS” in its present state and physical
            condition.


            
            The term “Seller’s actual knowledge” as used herein
            shall mean the actual knowledge without investigation of Seller’s senior
            executive officers.


            
            Notwithstanding anything to the contrary contained herein, in the event
            of changed circumstances the warranties and representations of Seller prove untrue at
            the Closing, Buyer’s


             


            
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            sole
            remedy shall be to either terminate this Agreement and receive its deposit back or
            waive this provision and proceed immediately to Closing.


            	
                        
                        7.

                    	
                        
                        Representations and Warranties of Buyer; Mortgage
                        Contingency Period.

                    



            
             


            
            A.         Buyer hereby
            represents and warrants to Seller (such representations and warranties to be true and
            correct at the date of this Agreement and as of the Closing) that Buyer has four
            million dollars ($4,000,000.00) in disposable funds to pay on the Purchase Price and
            sufficient other disposable funds to pay on the related fees and expenses associated
            with the transactions contemplated by this Agreement and the Exhibits hereto and the
            Buyer has the financial capacity to perform all of its other obligations under this
            Agreement with a mortgage loan to finance the acquisition of the Project in which the
            lender requires Buyer to make a downpayment from its own funds of up to Four Million
            and 00/100 ($4,000,000.00) Dollars.


            
             


            
            B.         Buyer shall have
            obtained, by 5:00 p.m. on January 14, 2008 (the “Mortgage Contingency
            Period”), a mortgage commitment for a mortgage loan for the acquisition of the
            Project in which the lender requires Buyer to make a downpayment from its own funds of
            up to Four Million and 00/100 ($4,000,000.00) Dollars at prevailing rates, interest,
            and terms. Buyer shall promptly apply for such mortgage commitment, at its sole cost
            and expense, and shall diligently process its mortgage application. Buyer agrees to pay
            all charges required by its mortgage lender to expedite the loan approval, including,
            without limitation, all appraisal fees and charges for inspection reports. If, after
            promptly applying for such mortgage commitment, and diligently processing its
            application, Buyer has not been able to obtain the mortgage commitment at prevailing
            rates, interest, and terms by the end of the Mortgage Contingency Period, then Buyer
            may, as its sole remedy, terminate this Agreement by sending written notice to Seller
            prior to the expiration of the Mortgage Contingency Period, in which case the Deposit
            plus interest thereon shall be returned to Buyer as Buyer’s sole remedy. If Buyer
            fails to send such notice to Seller prior to the expiration of such period, then Buyer
            shall be deemed to have automatically waived this contingency and the provisions of
            this Article 7B deemed deleted from this Agreement. Once Buyer has obtained a mortgage
            commitment, this contingency Buyer shall also be deemed to have automatically waived
            this contingency and the provisions of this Article 7B deemed deleted from this
            Agreement.


             


            
            C.        SELLER HAS THE RIGHT
            TO TERMINATE THIS AGREEMENT FOR ANY REASON OR NO REASON DURING THE MORTGAGE CONTINGENCY
            PERIOD BY GIVING WRITTEN NOTICE TO BUYER AND, IN SUCH EVENT, THE DEPOSIT SHALL BE
            RETURNED TO BUYER AND NEITHER PARTY SHALL THEREAFTER HAVE ANY FURTHER LIABILITY OR
            OBLIGATIONS TO THE OTHER EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. However, Buyer
            has the right to reinstate this Agreement provided that it notifies Seller in writing
            within three (3) days after Seller’s termination notice that Buyer has waived its
            right to obtain a mortgage commitment as described in Article 7B.


             


            
            D.        Buyer shall have the
            right, at its sole risk, cost and expense, during the Mortgage Contingency Period to
            have its prospective mortgage lender examine, inspect and investigate the Project and,
            if available, Seller’s expense statements for the Project to determine whether to
            make the mortgage loan secured by the Project. Seller and Buyer shall establish
            mutually


             


            
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            acceptable procedures for giving Seller reasonable advance notice of
            lender’s examinations, inspections and investigations so that Seller, at its
            option, may have one of its representatives witness same. Seller shall reasonably make
            available to Buyer the following that relate specifically to the Project and that are
            to Seller’s Actual Knowledge in Seller’s possession and readily available:
            environmental reports, surveys and plans.


             


            
            For purposes hereof, “Seller’s Actual Knowledge” shall
            be limited to the knowledge of Mark Koscinski and Beth Butler, officers of Seller which
            knowledge is based on actual knowledge without any independent investigation or
            examination or review of any files, records, or documentation, Buyer acknowledging,
            agreeing and understanding that there have been a number of employees who are no longer
            employed by Seller and that the documentation and paperwork regarding this project is
            voluminous and is not readily accessible.


             


            
            E.         Buyer shall be
            responsible for and shall defend, indemnify and hold Seller harmless from and against
            all damages or loss which may arise as a result of the acts or omissions of lender or
            its representatives or agents in connection with any examinations, inspections or
            investigations conducted by any such parties in connection with Buyer’s rights
            under this paragraph, including any liability to such representatives or agents. Buyer
            shall immediately repair any such damage and restore the Project to the condition that
            the Project was in prior to such examinations, inspections or
            investigations.


            	
                        
                        8.

                    	
                        
                        Brokerage.

                    



            
            A.        Each party represents
            and warrants to the other that it has neither engaged nor employed any broker or finder
            in connection with the transactions contemplated by this Agreement, and each party
            hereby indemnifies and agrees to hold the other harmless from and against any loss,
            cost, damage or expense (including reasonable attorneys’ fees) by reason of the
            incorrectness of such representations and warranty. This provision shall survive the
            Closing.


            
             


            
            B.         There are no
            brokerage or leasing commission or compensation arrangements with any person, firm,
            corporation, or other entity with respect to or account of any of the Leases including
            any expansions, extensions or renewals thereof which shall be binding upon Buyer at or
            after the Closing, except for commissions payable in the future pursuant to the
            commission agreements attached as Exhibit
            “I-1” hereto (the “Commission
            Agreements”) for any expansions, extensions or renewals exercised subsequent to
            the Closing. Buyer acknowledges and agrees that after Closing it shall become solely
            responsible for all commissions payable pursuant to the Commission Agreements in
            connection with expansions, extensions and/or renewals exercised after Closing. At the
            Closing, Purchaser and Seller shall also execute and deliver to each other an
            assignment and assumption of the commission agreements in a form to be mutually agreed
            upon by Seller and Buyer (the “Assignment and Assumption of Commission
            Agreements”). All leasing commissions due on account of the original term of all
            Leases made before the Closing Date and on account of extensions and renewals which are
            effective as of the Closing Date (but not renewals or extensions of such leases which
            are exercised after the Closing Date) shall be paid by Seller. All leasing commissions
            on account of extensions or renewals of Leases made after the Closing Date shall be
            paid by Purchaser.


             


             


            
            10


             


             

            

            


            

            

             


             


            
            C.         The provisions
            of this Article shall survive Closing or the termination of this Agreement.


             


            
            9.         
            Notice.
            All notices, demands, requests, consents, approvals or other
            communications (for the purpose of this Section collectively called
            “Notices”) required or permitted to be given hereunder or which are given
            with respect to this Agreement shall be in writing and shall be sent by tested telex,
            by registered or certified mail, return receipt requested, postage prepaid, nationally
            recognized overnight courier or personal delivery made with evidence of delivery or
            receipt obtained on a business weekday, addressed as follows:


             


            	
                        
                        TO SELLER:

                    



             


            
            Butler of New Jersey Realty Corp.


            
            110 Summit Avenue


            
            Montvale, New Jersey 07645


            	
                        
                        Attn: Richard S. Paras, Esq., Asst. Secretary

                    
	
                        
                        and

                    	
                        
                         

                    



             


            	
                        
                        Robert S. Moran, Esq.

                    	
                        
                         

                    
	
                        
                        Corporate Counsel

                    	
                        
                         

                    
	
                        
                        McBreen & Kopko, Esqs.

                    
	
                        
                        110 Summit Avenue

                    	
                        
                         

                    
	
                        
                        Montvale, NJ 07645

                    	
                        
                         

                    
	
                    	
                    	
                    	
                    	
                    



             


            	
                        
                        TO BUYER:

                    	
                        
                         

                    
	
                        
                        Jong B. Lim

                    	
                        
                         

                    
	
                        
                        13 Wildwood Road

                    	
                        
                         

                    
	
                        
                        Saddle River, NJ 07458

                    	
                        
                         

                    
	
                        
                        201-694-5761 (tel)

                    	
                        
                         

                    
	
                        
                        JongL62614@aol.com (email)

                    
	
                    	
                    	
                    	
                    	
                    	
                    



             


            	
                        
                        and

                    



             


            	
                        
                        Jin Lee, Esq.

                    	
                        
                         

                    
	
                        
                        460 Bergen Blvd. #203

                    



            
            Palisades Park, NJ 07650


            
            201-585-7011 (tel)


            
            201-585-7033 (fax)


            
            LeeparkLLC@hotmail.com (email)


            or
            such other address as such party shall have specified most recently by like Notice.
            Notice mailed as provided herein shall be deemed given on the third New Jersey business
            day following the date so mailed. Notices delivered by nationally recognized overnight
            courier or by personal delivery shall be deemed given on the date of delivery. Notices
            may be given by either party’s counsel.


             


            
            11


             


             

            

            


            

            

             


             


            
             


            
            10.         Condemnation
            and Risk of Loss.


             


            
            A.         
            Condemnation. If, prior to the Closing, the
            Project (or any part thereof) shall be condemned or shall be made the subject of a
            condemnation proceeding or shall be damaged by reason of public or quasi-public
            improvements (any such condemnation, condemnation proceeding or damage resulting from
            public improvements being hereinafter referred to as a “Condemnation”),
            then Seller shall notify Buyer of the Condemnation. In the event the Condemnation
            materially interferes with the current use of the Project, Buyer shall elect within
            thirty (30) days of receipt of notice of the Condemnation from Seller to either: (i)
            terminate this Agreement, in which event the deposit made by Buyer shall thereupon be
            returned to Buyer and Buyer shall not be entitled to any award; or (ii) continue
            without an abatement in the Purchase Price, in which event Seller shall assign to Buyer
            at Closing all its right and interest in and to any Condemnation award arising
            therefrom, and this transaction shall be closed in the same manner as if no such
            Condemnation had occurred.


             


            
            B.        
            Risk of Loss. The risk of loss or damage to
            the Project by fire or otherwise until the Closing is assumed by Seller, provided any
            loss or damage resulting therefrom does not exceed Fifty Thousand and 00/100
            ($50,000.00) Dollars. For the purposes of this Article, the insurance adjuster for
            Seller’s insurance carrier shall determine the amount of loss or damage. If such
            loss or damage exceeds Fifty Thousand and 00/100 ($50,000.00) Dollars, Seller shall
            elect either to (i) continue this Agreement with an abatement in Purchase Price given
            to Buyer equal to said loss or damage (alternatively, Seller may, at its option, make
            repairs equivalent to same), in which case this transaction shall be closed in the same
            manner as if no such loss or damage shall have occurred, or (ii) continue this
            Agreement without an abatement in Purchase Price, or (iii) terminate this Agreement by
            written notice to Buyer, in which event Seller shall return the Deposit. In the event
            Seller elects to continue this Agreement without an abatement in Purchase Price
            pursuant to subsection (ii) of this Article, then Buyer shall elect by written notice
            sent to Seller within ten (10) days after receipt of written notice by Buyer from
            Seller of its election to continue this Agreement without an abatement in Purchase
            Price equal to said loss or damage, to either (a) continue this Agreement without an
            abatement in the Purchase Price in the amount of such loss or damage, in which case
            this transaction shall be closed in the same manner as if no such loss or damage shall
            have occurred or (b) to terminate this Agreement; and Buyer shall not be entitled to
            any other rights and remedies. If Buyer terminates this Agreement under subsection (b)
            of this Article, neither party shall have any liability whatsoever to the other, but
            Buyer shall be entitled to a refund of the Deposit and upon payment of same, this
            Agreement shall be null and void and of no further force and effect without further
            action of the parties. Failure of Buyer to terminate this Agreement in the time and
            manner aforesaid shall be deemed an election to continue same by Buyer without an
            abatement in Purchase Price.


             


            
            11.       
            Parcel B.
            The parties have agreed that the Purchase Price is for Parcel A only.
            However, Parcel A and Parcel B need to be subdivided which will not occur prior to
            Closing. As a result, Parcel B will be included in the deed to Buyer. Seller shall be
            responsible for all expenses necessary for the subdivision and reconveyance of Parcel
            B, including but not limited to, application fees, cost of preparing documents,
            recording and transfer fees, and title fees.


             


            
            12


             


             

            

            


            

            

             


             


            
            Buyer shall not encumber or permit any encumbrances to be placed against
            Parcel B, except a holder of a first mortgage against Parcel B provided that the lender
            agrees to automatically and unconditionally release the mortgage from Parcel B upon
            Seller obtaining the Subdivision Approval and such mortgage shall be subordinated to
            the Ground Lease and any leasehold mortgage. Seller shall be responsible for 27.5%
            percent of real estate tax on the land portion of the Project from Closing to the
            completion of the subdivision of Parcel A and Parcel B. After the subdivision, Buyer
            will be responsible for the real estate taxes on Parcel A, and Seller will be
            responsible for the real estate taxes on Parcel B.


             


            
            Upon Seller obtaining municipal subdivision approval (the
            “Subdivision Approval”), Buyer will convey, at no cost and expense to
            Seller, Parcel B, free and clear of all liens and encumbrances (other than the
            exceptions set forth on Exhibit
            “E”, within five (5) days of demand from
            Seller. At the time of delivery of the Parcel B Deed, Buyer shall simultaneously
            deliver to Seller an access easement agreement over Parcel A in the form of
            Exhibit “G” (the
            “Access Easement Agreement”). The Access Easement Agreement shall be
            superior to any mortgages and/or liens and Buyer shall simultaneously deliver all
            necessary subordination agreements in recordable form to ensure that the Access
            Easement Agreement shall have first priority on Parcel A. As a result, Buyer shall
            deliver to Seller the following documents (the “Documents”):


             


            
            (i)        Bargain and Sale Deed
            with covenants against Grantor’s acts for Parcel B (the “Parcel B
            Deed”) duly executed and acknowledged in form for recording;


             


            
            (ii)        Affidavit of Title
            in form reasonably acceptable to Seller’s title company;


             


            
            (iii)       Access Easement Agreement
            duly executed and acknowledged in form for recording;


             


            
            (iv)       The State of New Jersey,
            Affidavit of Consideration for use by Seller (RTF-1);


             


            
            (v)       Other and further documents
            as may be reasonably required by the terms of this Agreement or as may be reasonably
            necessary incidental to consummating the transaction contemplated hereby.


             


            
            Notwithstanding anything to the contrary contained herein, Seller may,
            at its option, require that Buyer execute and deliver the Documents at Closing to be
            held in escrow until the Seller obtains subdivision approval. If Seller elects to have
            the Documents delivered in escrow at Closing, Seller shall cooperate and execute any
            other or further documents as may be reasonably required by the terms of this Agreement
            or as may be reasonably necessary incidental to consummating the transaction
            contemplated hereby including, without limitation, any corrections or changes that may
            be necessary to the Documents.


             


            
            Buyer agrees to fully cooperate with Seller and assist Seller in
            obtaining the Subdivision Approval and will, within ten (10) days’ written
            request, execute all documents and applications. However, the parties acknowledge that
            the Subdivision Approval may not be granted by the land use board in the Borough of
            Montvale and it may not want to grant the subdivision because of the shape of the
            property. In the event that Seller is unable to obtain a Subdivision Approval, Seller
            may, in its sole and absolute discretion, create a condominium for


             


            
            13


             


             

            

            


            

            

             


            the
            Project which would create two condominiums on the subject property, Condominium Parcel
            A (property described as Parcel A in Definitions), and Condominium Parcel B, the rear
            portion of the property the subject of the desired subdivision to be retained by Seller
            (property described as Parcel B in Definitions). The proposed Condominium Parcel B is
            the same as Parcel B as described on Exhibit
            “D” attached hereto and Condominium Parcel A
            is the same as Parcel A as described on Exhibit
            “C” attached hereto. In such an event, there
            may be certain common areas shared between Condominium Parcel A and Condominium Parcel
            B, including in particular, the driveway and access to Condominium Parcel B across
            Condominium Parcel A. In the event of completion of the condominium, Buyer, as the
            owner of Condominium Parcel A, shall pay the reasonable common expense assessments
            imposed by the condominium association created to operate and administer the two unit
            condominium regime. In such an event, Seller shall acquire the condominium created,
            known as Condominium Parcel B, which will include an easement for access across
            Condominium Parcel A or use of the defined common areas across Condominium Parcel A.
            Buyer and Seller agree to pay the reasonable and customary share of the common expense
            assessments, including, but not limited to, repair, maintenance and replacement of the
            access drive, insurance over same, landscaping of any common areas, administration
            costs of operating the condominium association.


             


            
            Buyer will cooperate in the sale and creation of a condominium for the
            Project and will within 10 days of written request execute all documents reasonably
            necessary to create the condominium, including the Master Deed which creates the two
            unit condominium. After the condominium is created and the master deed filed to create
            the two condominiums, Buyer shall immediately thereafter re-convey the deed for the
            Condominium Parcel B to Seller and deliver the Access Easement Agreement. In case of
            creation of a condominium without subdivision of the Project, Seller shall be
            responsible for 27.5% of real estate tax on the land portion of the Project as long as
            Parcel B remains undeveloped, unless Parcel A and Parcel B are separately assessed and
            once separately assessed, Buyer will be responsible for the real estate taxes on Parcel
            A, and Seller will be responsible for the real estate taxes on Parcel B. If Seller
            constructs any building or other improvements on Parcel B, Seller shall be responsible
            for the increase in real estate tax resulting from such construction. This covenant
            shall run with the land and be binding on Seller and its successors and
            assignees.


             


            
            Seller may also require that Buyer enter into a 99-year Ground Lease for
            Parcel B at a rental of Ten and 00/100 ($10.00) Dollars per year, with a purchase
            option Ten and 00/100 ($10.00) Dollars, at the time of closing which shall be superior
            to Buyer’s mortgage. The Ground Lease shall be in the form of
            Exhibit “H-1” attached
            hereto and made a part hereof. At Closing, Seller and Buyer shall also enter into the
            Memorandum of the Ground Lease. Seller shall be responsible for 27.5% of the real
            estate tax on the land portion of the Project during the term of the ground lease as
            long as Parcel B remains undeveloped. If Seller constructs any building or other
            improvements on Parcel B during the term of the Ground Lease, Seller shall be
            responsible for the increase in real estate tax resulting from such construction. This
            covenant shall run with the land and be binding on Seller and its successors and
            assignees.


             


            
            Buyer hereby agrees to cooperate with Seller and further agrees not to
            object to any application involving the development and construction of additional
            building or buildings on


             


            
            14


             


             

            

            


            

            

             


            Parcel
            B. Such covenant shall run with the land and be binding on the successors and assigns
            of Buyer and shall be incorporated in the Deed to be delivered to Buyer at
            Closing.


             


            
            Seller may, at its option, abandon its rights to Parcel B as provided
            for in this Section 11 by sending written notice thereof to Buyer at any time after the
            Closing.


             


            	
                        
                        The provisions of this Article 11 shall survive
                        Closing.

                    



             


            	
                        
                        12.

                    	
                        
                        Title.

                    



             


            
            A.        Pursuant to the
            provisions of this Article, Seller shall convey and Buyer shall accept title to the
            Project subject to the exceptions set forth on Exhibit
            “E” attached hereto and made a part hereof
            (the “Permitted Encumbrances”).


             


            
            B.        Buyer shall, before
            the end of the Mortgage Contingency Period, obtain, at its sole cost and expense, a
            title commitment (“Buyer’s Title Commitment”) issued by the Title
            Company. In the event that Buyer’s Title Commitment discloses material exceptions
            or defects affecting title to the Project other than the exceptions set forth on
            Exhibit “E”, then Buyer
            shall notify Seller in writing of its objections to title (including a copy of
            Buyer’s Title Commitment disclosing the exceptions or defects affecting title to
            the Project) before the end of the Mortgage Contingency Period. Any objections to title
            by Buyer shall be made by written notice (stating in such notice specifically the
            objections to title) to Seller sent before the end of the Mortgage Contingency Period.
            In the event that Buyer fails to notify Seller of its objection to the title before the
            end of the Mortgage Contingency Period, all such objections shall be deemed waived
            (other than those objections which may arise subsequent to the date of Buyer’s
            Title Commitment, but prior to the Closing Date), which waiver shall survive Closing.
            Upon receipt of Buyer’s notice, Seller shall either elect, at its option, (a) by
            notice to Buyer, not to eliminate such exceptions, or (b) to undertake to cure same, in
            which event Seller shall have a reasonable time to cure same, not exceeding, however,
            one hundred twenty (120) days after receipt of such notice from Buyer; nevertheless,
            Seller shall be under no obligation to remove any exceptions or to bring any action or
            proceeding or incur any expense in order to remove any exception. If Seller elects not
            to eliminate such exceptions, then Buyer, within ten (10) days after Seller’s
            notice, shall either (x) elect to terminate this Agreement by written notice to Seller,
            in which event the Deposit shall thereupon be returned to Buyer and Buyer shall not be
            entitled to any other rights and remedies, and if Buyer shall terminate this Agreement,
            neither party shall have any liability whatsoever to the other hereunder and this
            Agreement shall be null and void and of no further force and effect without further
            action of the parties; or (y) elect to accept title to the Project without any
            abatement of the Purchase Price and without any liability on the part of Seller, in
            which event Seller shall convey such title to the Project without any abatement in the
            Purchase Price and Buyer’s objections to title shall be deemed waived (other than
            those objections which may arise subsequent to the date of Buyer’s Title
            Commitment, but prior to the Closing Date), which waiver shall survive Closing. If
            Buyer shall not make such election within such ten (10) day period, Buyer shall be
            deemed to have elected clause (y) above with the same force and effect as if Buyer had
            elected clause (y) within such ten (10) day period. Buyer agrees that the requirements
            of this Article (i.e., making title
            good and marketable, subject to the exceptions set forth herein) will be met if Buyer
            can obtain at its expense or Seller, at Buyer’s


             


            
            15


             


             

            

            


            

            

             


            
            expense, can obtain a commitment from a nationally-recognized and
            reputable title insurance company to insure at regular rates the title in Buyer’s
            name subject only to (i) the general exceptions contained in the policy; (ii) the
            Permitted Encumbrances; and (iii) title exceptions pertaining to liens or encumbrances
            of a definite or ascertainable amount which may be removed by the payment of money at
            the time of Closing and which Seller may so remove at that time by using the funds to
            be paid upon the delivery of the Deed. The title commitment shall be conclusive
            evidence of good and marketable title as therein shown as to all matters insured by the
            policy, subject only to the exceptions as therein stated.


             


            
            C.        
            Reliance on Title Policy. With respect to
            all matters affecting title to the Project and any liens or other encumbrances
            affecting the Project, Buyer acknowledges and agrees it is relying upon its own title
            and survey investigations and title insurance policy (if such a policy is obtained by
            Buyer). If Buyer has a claim under any title insurance policy obtained by it and the
            subject matter of that claim also constitutes a breach of any warranty made by Seller
            in this Agreement or any document delivered by Seller at the Closing, Buyer shall look
            first to its title insurance policy for recovery on such claim, and Buyer shall not
            assert any claim against Seller for a breach of a representation, warranty or covenant
            with respect to such claim unless and until Buyer has pursued its remedies against the
            title company to final judgment and has not been made whole. The provisions of this
            Subparagraph C shall survive Closing or termination of this Agreement.


             


            
            D.        Buyer shall pay all
            fees and premiums with respect to issuance of the Buyer’s Title Commitment and
            the premium for the Title Policy and any title endorsements desired by Buyer and the
            cost of any survey.


             


            
            E.        This transaction shall
            be conditioned on Seller obtaining, at Closing, a leasehold title insurance policy from
            a title insurance company selected by Seller which insures Seller’s interest in
            the Ground Lease and the purchase option and rights under the Access Easement Agreement
            free and clear of all liens and encumbrances other than exceptions set forth on
            Exhibit “E” at standard
            rates including such coverages and amounts as determined by Seller. In the event that
            Seller is unable to obtain such leasehold title insurance policy, Seller may, at its
            option, terminate this Agreement, in which case the Deposit shall be refunded to
            Buyer.


            
            13.       
            Counterparts.
            This Agreement may be executed in counterparts, each of which shall be
            deemed an original, but all of which taken together shall constitute but one and the
            same instrument.


            
            14.       
            Governing Law.
            This Agreement shall be governed by, interpreted under, and construed
            and enforced in accordance with, the laws of the State of New Jersey applicable to
            agreements made and to be performed wholly within the State of New Jersey.


            
            15.       
            Entire Agreement.
            This Agreement (including the Exhibits attached here) contains the
            entire agreement between the parties with respect to the subject matter hereof and
            supersedes all prior understandings, if any, with respect thereto. This Agreement may
            not be modified, changed or supplemented, nor may any obligations hereunder be waived,
            except by written instrument signed by the party to be charged or by its agent duly
            authorized in writing or as otherwise expressly permitted herein. The parties do not
            intend to confer any benefit


             


            
            16


             


             

            

            


            

            

             


            
            hereunder on any person, firm or corporation other than the parties
            hereto. This provision shall survive the Closing.


            
            16.       
            Attorneys’ Fees.
            Should either party institute any action or proceeding to enforce this
            Agreement or any provision hereof, or for damages by reason of any alleged breach of
            this Agreement or of any provision hereof, or for a declaration of rights hereunder,
            the prevailing party in any such action or proceeding shall be entitled to receive from
            the other party all costs and expenses, including reasonable attorneys’ fees,
            incurred by the prevailing party in connection with such action or
            proceeding.


            
            17.       
            Non-Waiver of Rights.
            No failure or delay of either party in the exercise of any right to such
            party hereunder shall constitute a waiver thereof unless the time specified herein for
            exercise of such right has expired, nor shall any single or partial exercise of any
            right preclude other or further exercise thereof or of any other right. The waiver of
            any breach hereunder shall not be deemed to be a waiver of any other or any subsequent
            breach hereof.


            
            18.       
            Titles and Headings.
            Titles and headings of Articles and Sections of this Agreement are for
            convenience of reference only and shall not affect the construction of any provision of
            this Agreement.


            
            19.       
            Exhibits.
            Each of the Exhibits referred to herein and attached hereto is an
            integral part of this Agreement and is incorporated herein by this
            reference.


            
            20.       
            Pronouns; Joint and Several
            Liability. All pronouns and
            any variation thereof shall be deemed to refer to the masculine, feminine or neuter,
            singular of plural, as the identity of the parties may require. If Buyer consists of
            two or more parties, the liability of such parties shall be joint and
            several.


            
            21.       
            Further Assurances.
            Seller and Buyer each agrees to do such further acts and things and to
            execute and deliver such additional agreements and instruments as the other may
            reasonably require to consummate, evidence or confirm the sale of any other agreement
            contained herein in the manner contemplated hereby. This provision shall survive the
            Closing.


            
            22.       
            No Assignment.
            Buyer shall have no right to assign this Agreement or its rights
            hereunder without the express written consent of Seller. A sale of a controlling
            interest in the shares or partnership interests of Buyer shall be deemed an assignment
            for purposes of this Agreement.


            
            23.       
            Confidentiality.
            Buyer agrees during the term hereof to keep strictly confidential, and
            not to publish in any manner whatsoever, any and all information or documentation with
            respect to the Project and the ownership and operation thereof, and Buyer shall not
            publicize this transaction without the prior written consent of Seller. Notwithstanding
            the foregoing, (a) Seller agrees not to withhold unreasonably its consent to a press
            release disclosing the closing of this transaction, and (b) Buyer shall have the right
            to disclose such information to its investors, legal counsel, financial advisors and
            accountants or pursuant to the order of any court, or governmental authority having
            jurisdiction or in compliance with applicable securities laws.


            
             


             


            
            17


             


             

            

            


            

            

             


             


            
            24.        
            Recording.
            This Agreement shall not be recorded in the County Clerk’s office,
            office of the recorder of deeds or in any other office or place of public record and if
            Buyer shall record this Agreement or cause or permit the same to be recorded, Seller
            may, at its option, elect to treat such act as a breach of this Agreement.


             


            
            25.        
            A. No Warranties and Representations
            by Seller. Buyer
            acknowledges and agrees that, except as expressly set forth in this Agreement, neither
            Seller nor any agent or representatives of Seller have made, and Seller is not liable
            or responsible for, or bound in any manner by, any express or implied representations,
            warranties, covenants, agreements, obligations, guarantees, statements, information or
            inducements pertaining to the Project or any part thereof, the title and physical or
            environmental condition thereof, the quantity, character, fitness and quality thereof,
            merchantability, fitness for particular purpose, the income, expenses or operation
            thereof, the value and profitability thereof, the uses which can be made thereof or any
            other matter or thing whatsoever with respect thereto. Buyer acknowledges, agrees,
            represents and warrants that it has had access to information and data relating to all
            of same as Buyer has considered necessary, prudent, appropriate or desirable for the
            purposes of this transaction and, without limiting the foregoing, that Buyer and its
            agents and representatives have independently inspected, examined, analyzed and
            appraised all of same, including the condition, value and profitability thereof. Buyer
            further acknowledges, agrees, represents and warrants that it has been offered the
            opportunity to inspect the Project and thereby accepts and assumes any and all
            liabilities or obligations relating to any physical or environmental conditions. Buyer
            agrees to conduct and to rely exclusively on its own inspections of the Project.
            Seller’s delivery of surveys, title reports, inspections, plans, specifications
            or other information, including the records, shall not constitute a representation that
            such information is current, correct or complete. It has been and remains the
            responsibility of Buyer, at Buyer’s expense, to satisfy itself as to the
            condition of the Project, including, without limitation, the environmental condition of
            the Project. Without limiting the foregoing, Buyer acknowledges and agrees that, except
            as expressly set forth in this Agreement, Seller is not liable or responsible for or
            bound in any manner by (and Buyer has no relief upon) any oral or written or supplied
            guarantees, statements, information or inducements pertaining to the Project or any
            part thereof, or the condition of the Project, including, without limitation, the
            physical or environmental condition of the Project or the operations of the Project and
            any other information respecting same furnished by or obtained from Seller or any agent
            or representative of Seller. After Closing, all conditions of the Project shall be the
            responsibility of Buyer. Upon Closing, Buyer shall assume the risk that adverse
            matters, including but not limited to, construction defects and adverse physical and
            environmental conditions, may not have been revealed by Buyer’s investigations.
            Buyer agrees that should any cleanup, remediation or removal of hazardous substances or
            other environmental conditions on the Project be required after the date of Closing,
            insofar as Seller and Buyer are concerned, Seller shall not have any responsibility for
            such cleanup, removal or remediation. Without limiting the foregoing, the Project
            (including the buildings and structures located thereon) will be conveyed by Seller in
            its “AS IS” condition.


             


            
            B.         
            RELEASE.
            WITHOUT LIMITING THE PROVISIONS OF SUBPARAGRAPH A OF THIS ARTICLE AND
            NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER HEREBY
            RELEASES


             


            
            18


             


             

            

            


            

            

             


            SELLER,
            ITS PARENT, SUBSIDIARIES, AFFILIATES AND RELATED COMPANIES AND ENTITIES (COLLECTIVELY
            CALLED “SELLER’S RELATED ENTITIES”) AND SELLER’S AND
            SELLER’S RELATED ENTITIES’ OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS,
            TRUSTEES, PARTNERS, EMPLOYEES, MANAGERS, AGENTS AND ATTORNEYS FROM ANY AND ALL CLAIMS,
            DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES,
            LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS ’ FEES AND DISBURSEMENTS
            WHETHER THE SUIT IS INSTITUTED OR NOT) OF ANY AND EVERY KIND OR CHARACTER, WHETHER
            KNOWN OR UNKNOWN, LIQUIDATED OR CONTINGENT (HEREINAFTER COLLECTIVELY CALLED THE
            “CLAIMS”) ARISING FROM
            OR RELATING TO (i) ANY DEFECTS (PATENT OR LATENT), ERRORS OR OMISSIONS IN THE DESIGN OR
            CONSTRUCTION OF THE PROJECT WHETHER THE SAME ARE THE RESULT OF NEGLIGENCE OR OTHERWISE
            (ii) ANY PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT
            LIMITATION, ANY ENVIRONMENTAL LAWS) OR ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS,
            CIRCUMSTANCES OR MATTERS REGARDING THE PROJECT, OR (iii) ANY OTHER CONDITIONS,
            INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL AND OTHER PHYSICAL CONDITIONS, AFFECTING
            THE PROJECT WHETHER THE SAME ARE A RESULT OF NEGLIGENCE OR OTHERWISE. THE RELEASE SET
            FORTH IN THIS ARTICLE SPECIFICALLY INCLUDES, WITHOUT LIMITATION, ANY CLAIMS UNDER ANY
            ENVIRONMENTAL LAWS OF THE UNITED STATES, THE STATE IN WHICH THE PREMISES IS LOCATED OR
            ANY POLITICAL SUBDIVISION THEREOF OR UNDER THE AMERICANS WITH DISABILITIES ACT OF 1990,
            AS ANY OF THOSE LAWS MAY BE AMENDED FROM TIME TO TIME AND ANY REGULATIONS, ORDERS,
            RULES OF PROCEDURES OR GUIDELINES PROMULGATED IN CONNECTION WITH SUCH LAWS, REGARDLESS
            OF WHETHER THEY ARE IN EXISTENCE ON THE DATE OF THIS AGREEMENT. BUYER ACKNOWLEDGES THAT
            BUYER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF BUYER’S SELECTION AND
            BUYER IS GRANTING THIS RELEASE OF ITS OWN VOLITION AND AFTER CONSULTATION WITH
            BUYER’S COUNSEL. THE RELEASE SET FORTH HEREIN DOES NOT APPLY TO THE
            REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY INDEMNITY OR
            WARRANTY EXPRESSLY MADE BY SELLER IN ANY DOCUMENT DELIVERED BY SELLER AT
            CLOSING.


             


            	
                        
                        C.

                    	
                        
                        The provisions of this Article shall survive the
                        Closing.

                    



             


            
            26.        
            Time of the Essence.
            Time is of the essence with respect to Buyer’s obligations and
            elections contained in this Agreement within the time periods expressly set forth,
            except the Closing with respect to which either party may make time of the essence by
            giving ten (10) days’ written notice to the other party at any time after the
            scheduled Closing Date (as same may be extended by Seller pursuant to Article
            35).


            
             


            
            27.        
            Survival of Contract
            Terms. Unless specifically
            stated to the contrary, all terms and conditions of this entire Agreement which do not
            by the terms of this Agreement expressly survive Closing and the transfer of title
            shall be null and void and of no further force


             


            
            19


             


             

            

            


            

            

             


            and
            effect upon delivery of the Deed as provided in this Agreement. Acceptance by Buyer of
            the Deed at Closing shall constitute an acknowledgment by Buyer of full performance by
            Seller of all of Seller’s obligations under this Agreement, except for the
            obligations of Seller which are expressly provided in this Agreement to survive
            Closing.


             


            
            28.        
            Tender.
            In the event of a default by Buyer under this Agreement, Buyer hereby
            waives tender of a deed by Seller.


             


            
            29.        
            Reports.
            In any case where Buyer has the right to elect to terminate this
            Agreement, it shall be a condition precedent to any such termination that Buyer deliver
            to Seller, free and clear of all liens, all title commitments and information, surveys,
            inspections, tests, audits, studies, reports and other information relating to the
            Project.


             


            
            30.        
            Computation of
            Periods. If the final day of
            any period of time in any provision of this Agreement falls upon a Saturday, Sunday or
            a holiday observed by federally insured banks in the State of New Jersey or by the
            United States Postal Service (any of the foregoing, a “Holiday”), then the
            time of such period shall be extended to the next day which is not a Saturday, Sunday
            or Holiday. Unless otherwise specified, in computing any period of time described in
            this Agreement, the day of the act or event after which the designated period of time
            begins to run is not to be included and the last day of the period so computed is to be
            included, unless such last day is a Saturday, Sunday or Holiday in which event the
            period shall run until the end of the next day which is neither a Saturday, Sunday or
            Holiday.


            
             


            
            31.        
            Sophistication of the
            Parties. Each party hereto
            hereby acknowledges and agrees that it has consulted legal counsel in connection with
            the negotiation of this Agreement and that it has bargaining power equal to that of the
            other parties hereto in connection with the negotiation and execution of this
            Agreement. Accordingly, the parties hereto agree the rule of contract construction to
            the effect that an agreement shall be construed against the draftsman shall have no
            application in the construction or interpretation of this Agreement.


            
             


            	
                        
                        32.

                    	
                        
                        Default.

                    



            
             


            
            A.         BUYER AND SELLER
            HEREBY AGREE THAT IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER ON OR BEFORE
            CLOSING, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES (AS HEREINAFTER DEFINED). THE
            PARTIES AGREE THAT THE LIQUIDATED DAMAGES FOR BREACH OF THIS AGREEMENT BY BUYER SHALL
            EQUAL THE SUM OF ONE-HALF OF THE DEPOSIT AND ALL INTEREST ACCUMULATED ON THE DEPOSIT.
            THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE EXTENT OF DAMAGES TO SELLER
            OCCASIONED BY SUCH A BREACH WOULD BE IMPOSSIBLE OR EXTREMELY IMPRACTICABLE TO
            ASCERTAIN, AND THAT THE LIQUIDATED DAMAGES REPRESENT FAIR AND REASONABLE COMPENSATION
            UNDER THE CIRCUMSTANCES EXISTING AT THE DATE OF THIS AGREEMENT FOR SELLER HAVING BEEN
            PREVENTED FROM SELLING THE PROJECT TO A THIRD PARTY AND FOR SELLER’S EXPENSES IN
            CONNECTION WITH THIS TRANSACTION. IF THE PURCHASE IS NOT CONSUMMATED BECAUSE OF SUCH A
            BREACH BY


             


            
            20


             


             

            

            


            

            

             


            BUYER,
            ESCROW AGENT SHALL RELEASE THE DEPOSIT TO SELLER FIVE (5) DAYS AFTER SELLER’S
            WRITTEN DEMAND THEREFOR, WITHOUT FURTHER INSTRUCTIONS, DIRECTIONS, OR AUTHORIZATIONS
            FROM BUYER BEING REQUIRED, THIS AGREEMENT CONSTITUTING IRREVOCABLE JOINT ESCROW
            INSTRUCTIONS TO ESCROW AGENT TO RELEASE SUCH SUM TO SELLER, PROVIDED THAT ESCROW AGENT
            RECEIVES NO WRITTEN OBJECTION TO THE RELEASE OF THE DEPOSIT PRIOR TO 5:00 P.M. EDT TIME
            OF THE LAST DAY OF SUCH FIVE (5) DAY PERIOD. NOTWITHSTANDING ANYTHING TO THE CONTRARY
            CONTAINED HEREIN, THE PARTIES' AGREEMENT WITH RESPECT TO LIQUIDATED DAMAGES IS IN
            ADDITION TO AND NOT IN SUBSTITUTION FOR THE INDEMNIFICATION OBLIGATIONS OF BUYER AS
            PROVIDED FOR IN THE INDEMNIFICATION PROVISIONS.


            
             


            
            B.         IN THE EVENT OF
            A DEFAULT UNDER THIS AGREEMENT BY SELLER, BUYER MAY, AS ITS SOLE REMEDY, TERMINATE THIS
            AGREEMENT IN WHICH CASE THE DEPOSIT SHALL BE RETURNED TO BUYER.


             


            
            C.         NOTWITHSTANDING
            ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN THE EVENT THAT BUYER BREACHES ANY OF THE
            PROVISIONS OF ARTICLE 11, SELLER SHALL BE ENTITLED TO ALL REMEDIES AVAILABLE AT LAW AND
            IN EQUITY.


            
             


            
            33.        
            Basement.
            Seller hereby discloses that there may be limitations to the uses that
            could be made of the basement areas under municipal and governmental land use
            regulations. Attached to this Agreement is Exhibit
            “L” is the Site Plan Review and Variance
            Application dated October, 2007 which Seller has made to the Borough of Montvale for
            release of certain restrictions set forth in resolutions adopted by the Planning Board
            of the Borough of Montvale, New Jersey (which resolutions are attached to the
            application) and to expand the permissible area within the basement which may be used
            for offices. Seller makes no warranty or representation that it will be successful in
            removing the restrictions and this transaction is not conditioned on removal of the
            restrictions.


            
             


            
            34.        
            Estoppel Certificate. Within fifteen
            (15) days after the date of this Agreement, Buyer shall submit to Seller a copy of
            estoppel certificate in the form required by Buyer’s bank, which form shall be
            reasonably acceptable to Seller. Seller agrees to use commercially reasonable efforts
            to cause the certificates to be completed and executed by all the tenants and return
            them to Buyer. If, prior to the Closing, Seller is unable to obtain and return to Buyer
            completed and executed estoppel certificates from the Tenant, Buyer shall have the
            right to terminate this Agreement and receive back its Deposit. However, Seller may
            nullify Buyer’s termination by providing a Landlord’s certification to
            Buyer in lieu of such estoppel certificate containing the information in the estoppel
            certificate.


            
             


            
            35.        
            Use Permits/Continuing Certificate of
            Occupancies. Seller will
            make application to the Borough of Montvale for use permits and continuing certificates
            of occupancy for each of the Tenants (collectively called the “Use
            Permits/Continuing Certificates of Occupancy”). In the event that Seller is
            unable to obtain the Use Permit/Continuing Certificates


             


            
            21


             


             

            

            


            

            

             


            of
            Occupancy for all the Tenants in the building on or before the Closing, Seller may
            postpone the Closing for up to forty-five (45) days in order to obtain the Use
            Permit/Contingency Certificates of Occupancy. Also, if Seller is unable to obtain the
            Use Permit/Continuing Certificates of Occupancy for all the Tenants in the Building on
            or before the Closing (as same may be postponed by Seller), either party may terminate
            this Agreement by sending written notice to the other party in which case the Deposit
            shall be refunded to Buyer.


            
             


            	
                        
                        36.

                    	
                        
                        Death of
                        Buyer.

                    



            
             


            
            If Jong B. Lim, dies at any time before Closing, this Agreement and all
            other related agreements shall be terminated, and the Deposit and the interest accrued
            on the Deposit shall be delivered to the personal representatives of his
            estate.


            
             


            
            37.        
            Service Contracts.
            Seller shall assign to Buyer at the Closing and Buyer shall assume the
            service contracts (the “Service Contracts”) listed on
            Exhibit “M-1” attached
            hereto and made a part hereof, provided that if any Service Contract requires the
            consent of the provider, Seller will request such consent from the provider. Buyer
            agrees to fully cooperate with Seller in obtaining any such consent. If Seller is
            unable to obtain any such consent prior to the Closing, the Service Contract will not
            be assigned to Buyer. The fees and expenses prepaid under the Service Contracts
            assigned at Closing shall be prorated as of the Closing Date and paid by Buyer to
            Seller.


            
             


            
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            22


             


             

            

            


            

            

             


             


            
            IN WITNESS WHEREOF, Seller and Buyer have duly executed this Agreement
            as of the day and year first above written.


             


            	
                        
                        SELLER:

                    	
                        
                         

                    	
                        
                        BUYER:

                    
	
                        
                        BUTLER OF NEW JERSEY REALTY CORP.

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                        By: /s/ Beth Butler

                    	
                        
                         

                    	
                        
                        /s/ Jong B. Lim

                    
	
                        
                        Name: Beth Butler

                    	
                        
                         

                    	
                        
                        JONG B. LIM

                    
	
                        
                        Title: Assistant Controller

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        /s/ Young H. Lim

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        YOUNG H. LIM

                    



             


             


             


            The
            Escrow Agent is executing this Agreement to evidence its agreement to act as the escrow
            agent with respect to the Deposit and to handle the Deposit as required by this
            Agreement.


             


            BEATTIE
            PADOVANO, LLC


             


            	
                        
                        By: /s/ Martin W. Kafafian

                    
	
                        
                        Name: Martin W. Kafafian

                    
	
                        
                        Title: Member

                    



             


             


             


            
            23