Exhibit
        10.1

      


      HOTEL
        PURCHASE AGREEMENT

      


      


      THIS
        HOTEL PURCHASE AGREEMENT (this “Agreement”)
        is
        made as of September _____ 2005 (the “Effective
        Date”),
        by
        and between WO
        GRAND HOTEL, LLC,
        a New
        Jersey limited liability company, having an address c/o Wilshire Enterprises,
        Inc, One Gateway Center, 10th
        Floor,
        Newark, New Jersey 07102 (“Seller”),
        and
350
        PLEASANT VALLEY
        HOTEL ASSOCIATES, L.L.C.,
        a New
        Jersey limited liability company with an address at 131 U.S. Route 46, Suite
        45,
        Lodi, New Jersey 07644 (“Buyer”).

      AGREEMENT:

      


      SELLER
        AND BUYER HEREBY AGREE AS FOLLOWS:

      


      Section
        1. Definitions.
        Seller and Buyer hereby agree that the terms defined in Annex A shall have
        the
        definitions therein set forth. 

      


      Section
        2. Agreement
        of Sale and Purchase. Seller agrees to sell and convey to Buyer, and Buyer
        agrees to purchase from Seller, upon the terms and conditions set forth in
        this
        Agreement, all of Seller’s right, title and interest in and to the following
        (collectively, the “Property”): (a) the Real Property, (b) the Personal
        Property, (c) the Leases, (d) the Service Contracts (to the extent freely
        assignable to Buyer), (e) the Permits (to the extent freely assignable to
        Buyer), and (f) the Guest Ledger. 

      


      Section
        3. Property
        Information 

      


      3.1 Seller
        shall deliver, or cause to be delivered, to Buyer (without representation
        or
        warranty, except as may otherwise be expressly provided in this Agreement)
        the
        following (the “Property
        Information”),
        to
        the extent in the possession of Seller, not later than thirty (30) day after
        the
        Effective Date (provided that if Seller shall not timely deliver such items,
        then Buyer shall give notice to Seller thereof, and Seller shall deliver
        such
        items within thirty (30) days after receipt of such notice from Buyer, to
        the
        extent in the possession of Seller):

      


      (a) Copies
        of
        all Occupancy Agreements and all commission, brokerage or similar agreements
        pertaining to the Occupancy Agreements, if any;

      


      (b) Copies
        of
        the lease files for all tenants of the Property (but not including the tenant
        under the Operating Lease), including without limitation, each Lease (other
        than
        the Operating Lease) and all correspondence pertaining to each Lease (other
        than
        the Operating Lease) and all consents or waivers with respect thereto
        (“Lease
        Files”);

      


      (c)
         A
        schedule of all Advance Deposits held but not applied by Seller, if
        any;

      


      (d) Copies
        of
        the engineering and technical reports (including structural, plumbing,
        electrical or mechanical studies), environmental reports and site assessments
        related to the Property in the possession of Seller, which are described
        on
Schedule
        E
        (the
“Property
        Reports”); 

      


      (e) As-built
        plans with respect to the Improvements in the possession of Seller, if
        any;

      


      
        
          
          

        

        
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      (f) Copies
        of
        all Permits issued by any governmental authority with respect to the Property,
        if any;

      


      (g) Copies
        of
        Seller’s most current title insurance information and survey, if
        any;

      


      (h) Copy
        of
        the Restaurant Lease;

      


      (i) Copies
        of
        Service Contracts.

      


      3.2 During
        the thirty (30) day period prior to the Closing Date, Buyer, its agents and
        consultants shall have reasonable access to the general manager at the Hotel
        at
        reasonable times at reasonable intervals provided that (i) such access shall
        not
        interfere with or disrupt the performance by such general manager of his
        duties
        nor take up more than a de minimus portion of the working hours of such general
        manager and (ii) if and at such times as Seller shall require, a representative
        of Seller is present. Seller shall make a representative available at reasonable
        times at reasonable intervals if provided reasonable prior notice.

      


      3.3 Buyer
        shall have the right, at reasonable times, at reasonable intervals, to conduct
        reasonable, non-invasive, non-intrusive inspections of the Property, subject
        to
        the provisions of this Section
        3.3
        and
Section
        3.4.
        Buyer
        (a) shall, for the purposes of this Section
        3.3
        and
Section
        3.4,
        give
        Seller not less than one (1) Business Day’s notice of Buyer’s intention to enter
        the Property and at all times conduct Buyer’s inspections in compliance with
        applicable law and the terms of the Leases, in a manner so as not to cause
        damage, loss, cost or expense to Seller, the Property or the tenants, occupants
        or guests, and without unreasonable interference with or disturbance of their
        use and enjoyment of the Property, (b) shall promptly restore the Property
        to
        its condition immediately preceding Buyer’s inspection and examination, (c)
        shall keep the Property free and clear of any mechanic’s liens or materialman’s
        liens caused by Buyer’s activities, (d) shall not contact the Tenants and shall
        not contact any governmental authority having jurisdiction over the Property
        without Seller’s express written consent other than in connection with searches
        of the public record in the ordinary course of Buyer’s preparation for closing,
        and (e) shall, until the Closing, keep all Property Information and all drafts
        or final reports or returns of Buyer’s inspections confidential in accordance
        with this Agreement. Seller may elect to have a representative present for
        Buyer’s physical inspection of the Property. Prior to coming upon the Property
        for any review or inspection in connection with this Agreement, Buyer shall
        furnish to Seller property damage and liability insurance policies in form
        and
        amounts reasonably acceptable to Seller; and Buyer shall restore promptly,
        at
        Buyer’s sole cost and expense, the Property to substantially the same condition
        as existed prior to any such inspection. Buyer and David
        Weiss (personally) and Daniel Sawicki (personally) (collectively, the “Buyer’s
        Principals”),
        jointly
        and severally, shall protect, defend (with counsel reasonably acceptable
        to
        Seller), indemnify, and hold harmless Seller and the other Seller Parties
        from
        and against any and all liabilities, actions, suits, mechanics’ liens,
        judgments, losses, costs, damages, expenses (including, without limitation,
        reasonable attorneys’ fees and expenses), claims and demands of any nature
        whatsoever suffered or incurred by or made against Seller and/or such other
        Seller Parties, arising out of or in any way relating to the acts or omissions
        of Buyer or any of the Buyer Parties in conducting any inspection of the
        Property or any other activities by or on behalf of Buyer. The provisions
        of
        this Section
        3.3
        shall
        survive the Closing or the termination of this Agreement.

      


      3.4 Anything
        in this Agreement to the contrary notwithstanding, including without limitation
        the provisions of Section
        3.3,
        Buyer
        shall not, and shall not permit any of the Buyer Parties to, in connection
        with
        Buyer’s inspection pursuant to Section
        3.3,
        conduct
        any soil tests or sampling or any boring, digging, drilling or other physical
        intrusion, physical invasion, or destructive or intrusive inspection or testing
        of the Property and/or any of the Improvements (collectively, “Testing”)
        without the prior written consent of Seller, in Seller’s sole discretion. If
        Seller consents thereto, Buyer shall furnish to Seller such additional property
        damage and liability insurance policies in form and amounts reasonably
        acceptable to Seller prior to commencing any such Testing and shall, upon
        completion thereof, restore promptly, at Buyer’s sole cost and expense, the
        Property to substantially the same condition as existed prior to such Testing.
        Buyer and Buyer’s Principals, jointly and severally, hereby agree to protect,
        defend (with counsel reasonably acceptable to Seller), indemnify and hold
        harmless Seller and the other Seller Parties from and against any and all
        liabilities, actions, suits, mechanics’ liens, judgments, losses, costs,
        damages, expenses (including, without limitation, reasonable attorneys’ fees and
        expenses), claims and demands of any nature whatsoever suffered or incurred
        by
        or made against Seller and/or such other Seller Parties, arising out of or
        in
        any way relating to the acts or omissions of Buyer or any of the other Buyer
        Parties in conducting the Testing or any other activities by or on behalf
        of
        Buyer. The provisions of this Section
        3.4
        shall
        survive the Closing or the termination of this Agreement. 

      


      
        
          
          

        

        
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      3.5 Anything
        in Section
        3.1
        or
        otherwise in this Agreement to the contrary notwithstanding, except for copies
        of Seller’s most current title insurance information and survey, if any, Seller
        shall not be obligated to deliver to Buyer (or to provide Buyer access to)
        any
        proprietary or confidential documents, files or instruments relating to the
        acquisition of the Property by Seller.

      


      Section
        4. The
        Fund;
        the Purchase Price. 

      


      4.1 The
        Fund;
        Contract Deposit.

      


      (a) The
        sum
        of ONE
        MILLION AND 00/100
        Dollars
        ($1,000,000.00), representing the Fund, shall be paid and deposited by Buyer
        to
        the Fund Account simultaneously with Buyer’s execution of this Agreement and
        Buyer’s receipt of this Agreement executed by Seller, and the execution and
        delivery of the Operating Lease by the parties thereto, by wire transfer
        of
        immediately available federal funds to the account designated by Seller as
        the
        Fund Account. Any interest earned on the principal portion of the Fund shall
        be
        deemed to be part of the Fund and shall be paid together with the principal
        portion of the Fund; except that, it is understood and agreed that if the
        Closing occurs any interest earned on the Fund shall be credited to Buyer
        and
        shall be applied against the Purchase Price. 

      


      (b) Seller
        shall disburse and apply the Fund as provided in the Operating
        Lease.

      


      (c)
         The
        amount of the Fund, as same may from time to time be reduced as the Fund
        is
        disbursed and applied pursuant to the Operating Lease, is sometimes referred
        to
        in this Agreement as the “Initial
        Contract Deposit”.

      


      (d) If
        Buyer
        shall duly exercise Buyer’s option to adjourn the Scheduled Closing Date as
        provided in Section
        9.1
        (and as
        a condition to exercising Buyer’s option to adjourn the Scheduled Closing Date
        as provided in Section
        9.1),
        Buyer
        shall pay the Closing Adjournment Payment. The Closing Adjournment Payment
        is
        sometimes referred in this Agreement as the “Additional
        Contract Deposit;”
        and
        the Initial Contract Deposit and the Additional Contract Deposit are hereinafter
        referred to collectively as the “Contract
        Deposit.”

      


      (e) Except
        as
        otherwise specifically provided in this Agreement, the Fund shall be utilized
        and applied as set forth in the Operating Lease.

      


      
        
          
          

        

        
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      (f) Seller
        or
        Seller’s Manager shall hold the Fund in a separate account of Seller or Seller’s
        Manager at an institution selected by Seller or Seller’s Manager (which
        institution shall be subject to Buyer’s approval, not to be unreasonably
        withheld, delayed or conditioned) (the “Fund
        Account”);
        and
        the Fund shall not be commingled with other accounts of Seller or Seller’s
        Manager or any other moneys of Seller or Seller’s Manager, but nothing herein
        shall require Seller or Seller’s Manager to hold the Fund as an escrow fund or
        escrow account, a trust fund or trust account, or similar special fund or
        account. Seller shall advise Buyer of the location of the institution in
        which
        the Fund is deposited and the identifying number of the account. The Fund
        Account shall be an interest bearing checking account, but Seller (and Seller’s
        Manager”) shall have absolutely no liability for the rate of interest or amount
        of interest (if any) paid on the Fund by such institution. Seller shall have
        no
        liability for any losses to Fund except to the extent directly resulting
        from
        the negligence or willful wrongful act of Seller; and Seller’s Manager shall
        have no liability for any losses to Fund except to the extent directly resulting
        from the negligence or willful wrongful act of Seller’s Manager (and this
        provision shall survive the Closing and/or the termination of this
        Agreement).

      


      (g) Anything
        in this Agreement to the contrary notwithstanding, if (for any reason whatsoever
        or for no reason) the Closing shall not occur, then the Fund Improvements
        ipso
        facto
        automatically shall be and become the property solely of Seller (without
        payment
        of any consideration to Buyer), and Seller shall have the right to keep and
        retain the Fund Improvements as the property solely of Seller (and upon request
        by Seller from time to time, Buyer, without charge to Seller, shall execute,
        acknowledge and deliver to Seller all reasonable documents requested by Seller
        to confirm this); and this agreement by Buyer shall survive the termination
        of
        this Agreement.

      


      (h) If
        (i)
        the Closing occurs or (ii) this Agreement is terminated because of an Event
        of
        Default or otherwise, Seller shall disburse the Contract Deposit to Seller
        or
        Buyer, as the case may be, in accordance with the provisions pertaining to
        the
        consequences of the Closing or such termination, as the case may
        be.

      


      (i) If,
        pursuant to the express provisions of this Agreement, Buyer shall be entitled
        to
        the refund of the Contract Deposit, then Buyer shall be entitled to the refund
        of (i) One Million Dollars ($1,000,000.00), representing the Initial Contract
        Deposit (notwithstanding that all or a portion of the Fund has been expended
        as
        provided in the Operating Lease), plus the interest thereon, if any, plus
        (ii)
        (only if Buyer has paid the Closing Adjournment Payment), Two Hundred Thousand
        Dollars ($200,000.00) representing the Additional Contract Deposit, plus
        the
        interest thereon, if any; provided,
        however,
        that
        (A) the foregoing provisions of this subparagraph notwithstanding, such right
        of
        Buyer to such refund shall be subject to the prior full payment, satisfaction
        and performance of any and all indemnity and/or other obligations of Buyer
        to
        Seller and (B) all Fund Improvements ipso
        facto
        shall
        belong solely to Seller and shall be the property solely of Seller.

      


      4.2 Purchase
        Price.

      


      (a) The
        purchase price for the Property shall be TWELVE
        MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS
        ($12,750,000.00) (the “Purchase
        Price”);
        provided, however, that if the Closing shall be adjourned by Buyer pursuant
        to
        this Agreement to any date after March 2, 2006 (it being understood that
        in no
        event shall Buyer have the right to adjourn the Closing beyond March 28,
        2006),
        then the Purchase Price shall increase by One Thousand Dollars ($1,000) for
        each
        day (including, without limitation, the actual date of Closing) after March
        2,
        2006 that Buyer shall have adjourned the Closing.  

      


      (b) Buyer
        shall pay the Purchase Price to Seller on the Closing Date as follows: On
        the
        Closing Date, (i) the remaining, unexpended portion of the Fund, if any (the
        “Unexpended
        Fund Balance”)
        shall
        be retained by Seller and credited against the Purchase Price, (ii) if the
        Additional Contract Deposit shall have been deposited by Buyer with Seller
        pursuant to this Agreement, the Additional Contract Deposit shall be retained
        by
        Seller and credited against the Purchase Price, and (iii) the balance of
        the
        Purchase Price (the “Purchase
        Price Balance”)
        shall
        be paid by Buyer to Seller by (at the option of Seller) certified or bank
        check
        or wire transfer of immediately available federals funds to an account
        designated by Buyer to Seller prior to the Closing Date.

      


      
        
          
          

        

        
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      4.3 The
        parties have agreed to allocate (i) twenty percent (20%) of the Purchase
        Price
        to the FF&E, and (ii) the balance of the Purchase Price to the Real
        Property. Allocations made pursuant to this Section shall be used by Buyer
        and
        Seller for all tax and other government reporting purposes (and this provision
        shall survive the Closing). 

      


      Section
        5. Operating
        Lease/Masessa Rights.

      


      5.1 Operating
        Lease.
        

      


      (a) Simultaneously
        with the execution and delivery of this Agreement, Pleasant Valley 350 Catering
        Associates, L.L.C., as tenant, and Seller, as landlord, shall execute and
        deliver the Operating Lease. 

      


      (b) Any
        default by the tenant under the Operating Lease beyond any applicable notice
        and/or cure period (if any) specified in the Operating Lease, or the occurrence
        of any of the events described in Section 9.01 of the Operating Lease,
ipso
        facto shall
        be
        a default by Buyer under this Agreement entitling Seller, at Seller’s sole
        option, to exercise any and/or all of Seller’s rights and remedies under this
        Agreement. 

      


      (c) Anything
        in this Agreement or the Operating Lease to the contrary notwithstanding,
        if for
        any reason this Agreement shall terminate, then the Operating Lease shall
        simultaneously terminate and Buyer shall cause the tenant under the Operating
        Lease, not later than two (2) Business Days thereafter, to vacate the premises
        and surrender same to Seller as landlord under the Operating Lease, on the
        same
        terms and conditions as if such date were the date set forth in the Operating
        Lease for the expiration thereof, and Buyer’s Principals, jointly and severally,
        shall cause the tenant under the Operating Lease to perform its obligations
        under this paragraph (and this provision shall survive the termination of
        this
        Agreement).

      


      5.2 Masessa
        Rights.
        Notwithstanding anything to the contrary in this Agreement and/or the Operating
        Lease, Buyer acknowledges and agrees that, as a precondition to Seller incurring
        or having any obligations under this Agreement, Seller has required that
        Buyer,
        at Buyer’s sole cost and expense, obtain from Masessa a release and waiver (the
“Masessa Release”), in form and substance acceptable to Seller in its sole
        discretion, of any and all claims (if any), rights (if any), options (if
        any),
        rights to manage (if any), rights to develop or construct (if any) call options
        (if any), rights of first refusal (if any) and other rights and options (if
        any)
        owned or held by Masessa or any person or entity acting in concert with
        Masessa,, relating to the Property or existing pursuant to the Masessa Rights
        Agreement, including, without limitation the “Masessa Call Option” and the
“Right of Second Refusal” pursuant to, and as defined in, the Masessa Rights
        Agreement.

      


      Section
        6. Permitted
        Exceptions; Title. 

      


      6.1 Permitted
        Exceptions.
        

      


      (a) The
        Property is sold and shall be conveyed subject to the following (collectively,
        the “Permitted
        Exceptions”)
        (and
        this provision and the Permitted Exceptions shall survive the Closing whether
        or
        not the Permitted Exceptions are noted as exceptions to title in the
        Deed):

      


      
        
          
          

        

        
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      (i)
        All
        presently existing and future liens for unpaid real estate taxes and assessments
        not due and payable as of the Closing Date, subject to adjustment as hereinafter
        provided; 

      


      (ii)
        All
        present and future Legal Requirements including, without limitation, any
        laws
        relating to zoning, building, environmental protection and the use and occupancy
        of the Property; the non-compliance of the Property with any of the foregoing;
        all violations of any Legal Requirements noted or issued before, on or after
        the
        Effective Date, whether or not of record; all conditions which would give
        rise
        to or constitute a violation of any Legal Requirements, whether or not noted
        by
        any Governmental Authority; and all fines and penalties relating to or which
        arise or have arisen in connection with any such violation; 

      


      (iii)
        The
        Leases and the rights of tenants of the Property pursuant to Leases, and
        all
        liens and title encumbrances the payment of which is the obligation of a
        tenant
        under a Lease, and all actions and/or suits involving the Leases and/or the
        rights or obligations of the tenants pursuant to the Leases;

      


      (iv)
        The
        Service Contracts, all financial and other obligations under the Service
        Contracts, and all security and other instruments (whether or not of record)
        relating to or arising in connection with the Service Contracts (except,
        in
        respect of the Air Conditioning Agreement, as otherwise hereinafter provided),
        and all actions and/or suits involving the Service Contracts and/or the rights
        or obligations of the contractors pursuant to the Service
        Contracts;

      


      (v)
        Taxes
        and
        water and sewer charges which are a lien but not yet due and payable, subject
        to
        adjustment at Closing;

      


      (vi)
        The
        state
        of facts shown on the certain survey dated March 5, 1998, Survey No. 98-8282,
        prepared by Richard J. Hingos, Inc., and any state of facts or physical
        condition which a current accurate survey or physical inspection of the Property
        would disclose, provide such state of facts shall not both (1) render title
        unmarketable and (2) have a material, adverse effect on (a) access to the
        Property, (b) improvements, if any, made to the Property in connection with
        the
        use of the Property for a hotel, restaurant, and/or catering facility, or
        (c)
        the use of Property for a hotel, restaurant, and/or catering
        facility;

      


      (vii)
        Variations,
        if any, between (i) tax lot lines and the record lines, (ii) fences and record
        lines and (iii) the legal description of the Land set forth on Schedule B
        annexed to this Agreement and the tax map description thereof;

      


      (viii)
        Possible
        encroachments and/or projections of stoop areas, roof cornices, window trims,
        vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs,
        piers, lintels, window sills, fire escapes, satellite dishes, protective
        netting, sidewalk sheds, ledges, fences, coping walls (including retaining
        walls
        and yard walls), air conditioners and the like, if any, on, under or above
        any
        street or highway, the Property or any adjoining property;

      


      (ix)
        The
        covenants, easements, restrictions, reservations and other matters set forth
        on
        Schedule D annexed hereto; 

      


      (x)
        All
        other
        or additional easements, covenants, restrictions, reservations and other
        matters, whether or not of record, the existence of which shall not have
        a
        material, adverse effect on (1) access to the Property, (2) improvements,
        if
        any, made to the Property in connection with the use of the Property for
        a
        hotel, restaurant, and/or catering facility, or (3) the use of Property for
        a
        hotel, restaurant, and/or catering facility;

      


      
        
          
          

        

        
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      (xi)
        Any
        encumbrances upon or defects to title caused by any act or negligence of
        Buyer
        or any other Buyer Party, and any encumbrances upon or defects to title caused
        by the tenant under the Operating Lease); and

      


      (xii)
        Any
        other
        matter that would constitute a Title Objection with respect to which the
        Title
        Company agrees that it will insure title to the Real Property free of such
        Title
        Objection, or with affirmative insurance against the enforcement, or collection
        of such Objection against the Real Property either (i) at regular rates and
        without the payment of additional premiums, or (ii) with any additional rate
        or
        payment paid by Seller (at Seller’s sole option, it being expressly understood
        that Seller shall have no obligation to pay any premium for any title insurance,
        including without limitation any additional rate or additional premium to
        cause
        the Title Company to provide affirmative insurance, or to omit any title
        objection, or to insure against collection out of the Real
        Property);

      


      (xiii) Rights
        of
        the municipal, county and/or state government and/or any subdivision thereof
        and/or any public or private utility or cable television company to install,
        replace, construct, maintain, repair and operate lines, wires, cables, conduits,
        pipes, poles, distribution boxes and other equipment, fixtures or facilities
        in,
        on, over, through or under the Real Property; 

      


      (xiv) Rights
        of
        the public and adjoining owners in highways, streets, roads and lanes bounding
        or abutting the Real Property; and retaining walls or other walls, bushes,
        trees, hedges, fences and the like, extending from or onto the Real Property,
        and any portion of the Premises lying in the bed of any street;

      


      (xv) Consents,
        or lack of consents, by any present or former owner of the Real Property
        or any
        part thereof for the erection or maintenance of any structure or structures
        on,
        under or over any abutting street or streets;

      


      (xvi) The
        existence of any streams, rivers, ponds or other waters on, under or across
        the
        Land, any areas which are could be designated as wetlands on, under or across
        the Land, rights of third parties in or to any such streams and other waters,
        and Legal Requirements imposed or arising out of or in connection with any
        such
        waters and areas; 

      


      (xvii) The
        existence of a stream traversing the Land to which “fresh water wetlands” and/or
“transition area” designation and legal requirements may apply; and

      


      (xviii) The
        actions, proceedings and matters set forth in Schedule H, and all matters
        relating thereto (subject, however, to the indemnification obligations of
        Seller
        set forth in Section 7.1(a)(iv));

      


      (xix) The
        Property Reports and all information set forth therein; and

      


      (xx) Any
        judgments of record or unpaid franchise taxes of any person or corporation
        which
        may have had an interest in the Real Property, provided that the Title Company
        is willing to insure Buyer against collection of such sums without payment
        of
        any additional sums therefore by Buyer. 

      


      
        
          
          

        

        
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      (b) The
        Permitted Exceptions shall not constitute grounds for objection by Buyer,
        and
        Seller shall have no obligation to remove any Permitted Exception as a condition
        to Buyer's obligation to purchase the Property in accordance with this
        Agreement. 

      


      6.2 Title.
        

      


      (a) Buyer
        shall promptly order from the Title Company a title examination of the Real
        Property (the “Title
        Report”)
        and
        shall cause a copy of the Title Report to be delivered to Seller’s attorney
        within two (2) Business Days following the delivery of same to Buyer. Buyer
        may,
        at its sole cost and expense, obtain a survey or an updated survey of the
        Real
        Property, and shall cause of copy thereof to be delivered to Seller’s attorney
        simultaneously with the delivery of same to Buyer. No later than 5:00 PM
        Eastern
        Standard Time on the twentieth (20th) day following the Effective Date (the
        “Title
        Report Objection Date”),
        Buyer
        shall furnish to Seller’s attorney a copy of the Title Report, a copy of any
        survey or updated survey of the Real Property obtained by Seller, and notice
        (the “Title
        Report Objection Notice”)
        specifying any exceptions to title to the Property set forth in the Title
        Report
        and survey (if Buyer has elected to obtain same) (“Title
        Objections”),
        provided, however, that time
        shall be of the essence
        as
        against Buyer to furnish such materials to Seller as of the thirtieth
        (30th)
        day
        following the Effective Date. Buyer’s failure to deliver the Title Report
        Objection Notice to Seller on or prior to 5:00 PM Eastern Standard Time on
        the
        Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of
        the Title Report and survey (if any) and Buyer shall be deemed to have
        unconditionally waived any right to object to any matters set forth therein
        (and, if Buyer has not obtained a survey or updated survey, Buyer shall be
        deemed irrevocably to have accepted any state of facts a new accurate survey
        of
        the Property would reveal). If, after giving the Title Report Objection Notice
        to Seller or after the Title Report Objection Date, if no Title Objection
        Notice
        is given, Buyer learns, through continuation reports or other written evidence,
        of any title defect which are not Permitted Exceptions, Buyer shall give
        written
        notice thereof to Seller’s attorney promptly after the date Buyer learns of
        same. 

      


      (b) (i)
        Except as expressly provided to the contrary herein, Seller shall have no
        obligation either to bring or continue any action or proceeding, or to incur
        any
        expense, obligation or liability (contingent or otherwise), or to take any
        action, to remedy any Title Objection(s), or otherwise to remove any defect
        in
        or objection to title or to fulfill any condition precedent to Buyer’s
        obligations under this Agreement. 

      


      (ii)
        If,
        on
        the Closing Date, Seller is unable to convey to Buyer title to the Property
        subject to and in accordance with the provisions of this Agreement and free
        and
        clear of all liens, encumbrances and defects (including without limitation
        the
        Title Objections), other than Permitted Exceptions, Seller shall be entitled,
        upon written notice delivered to Buyer on or prior to the Closing Date, to
        reasonable adjournments of the Closing one or more times for a period not
        to
        exceed sixty (60) days in the aggregate to enable Seller to attempt to convey
        such title to the Property (it being understood that notwithstanding any
        such
        adjournments, Seller shall have no obligation either to bring or continue
        any
        action or proceeding, or to incur any expense, obligation or liability
        (contingent or otherwise), or to take any action, to remedy any Title
        Objection(s) or otherwise to remove any defect in or objection to title or
        to
        fulfill any condition precedent to Buyer’s obligations under this Agreement). If
        Seller does not so elect to adjourn the Closing, or if at the adjourned date
        Seller is unable to convey title subject to and in accordance with the
        provisions of this Agreement and free and clear of all liens, encumbrances
        and
        defects (including, without limitation, the Title Objections), other than
        Permitted Exceptions, Buyer, as its sole options, shall be entitled to either:
        (A) terminate this Agreement by written notice to Seller delivered on the
        Closing Date, in which event the Contract Deposit shall be promptly refunded
        to
        Buyer and this Agreement shall thereupon be deemed terminated and become
        void
        and of no further effect, and neither party hereto shall have any obligations
        of
        any nature to the other hereunder or by reason hereof, except for those
        provisions that expressly survive such termination; or (B) complete the purchase
        (with no reduction in or abatement of the Purchase Price and no liability
        on the
        part of Seller in connection with such Title Objection(s), title defects
        or
        encumbrances) with such title as Seller is able to convey on the date, as
        applicable, that is either ten (10) days after the Closing Date if Seller
        does
        not elect to adjourn the Closing or ten (10) days after the adjourned date
        of
        the Closing if Seller does elect to adjourn the Closing. If Seller elects
        to
        adjourn the Closing as provided above, this Agreement shall remain in effect
        for
        the period or periods of adjournment, in accordance with its terms.


      


      
        
          
          

        

        
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      (iii)
        If
        at any
        time Seller shall give notice to Buyer that Seller elects not to attempt
        to
        remedy or to continue to attempt to remedy a Title Objection (“Seller’s Title
        Objection Election Notice”), Buyer’s sole remedies shall be to (A) terminate
        this Agreement by terminate this Agreement by written notice to Seller not
        later
        than five (5) Business Days after the giving of Seller’s Title Objection
        Election Notice, in which event the Contract Deposit shall be promptly refunded
        to Buyer and this Agreement shall thereupon be deemed terminated and become
        void
        and of no further effect, and neither party hereto shall have any obligations
        of
        any nature to the other hereunder or by reason hereof, except for those
        provisions that expressly survive such termination; or (B) complete the purchase
        (with no reduction in or abatement of the Purchase Price and no liability
        on the
        part of Seller in connection with such Title Objection(s), title defects
        or
        encumbrances) with such title as Seller is able to convey on the date, as
        applicable, that is either ten (10) days after the Closing Date if Seller
        does
        not elect to adjourn the Closing or ten (10) days after the adjourned date
        of
        the Closing if Seller does elect to adjourn the Closing; and upon the failure
        by
        Buyer to give such notice to Seller in a timely manner, Buyer conclusively
        shall
        be deemed to have elected the option set forth in the preceding clause (B).
        

      


      (iv)
        Seller
        shall, on or prior to the Closing Date, pay, discharge or remove of record
        or
        cause to be paid, discharged or removed of record, at Seller’s sole cost and
        expense, the following: (I) mortgages on the Real Property granted by Seller
        or
        taken subject to or assumed by Seller; and (II) the following matters (the
        matters described in this clause (II), collectively, “Required Payment Liens”,
        but, anything herein to the contrary notwithstanding, Required Payment Liens
        shall not include any Permitted Exceptions): any judgments, mechanics’ liens,
        federal, state and municipal tax liens and other liens for financial obligations
        (not including (A) liens or other financial obligations which are Permitted
        Exceptions, (B) liens or other financial obligations in respect of or relating
        to the Service Contracts (other than the Air Conditioning Agreement, which
        Seller shall pay and discharge as provided in this Agreement), (C) liens
        and
        other obligations to be apportioned as provided in this Agreement, and/or
        (D)
        liens or other financial obligations which are the obligation of a tenant
        under
        a Lease (including, without limitation, the Operating Lease) and provided,
        however, that anything herein to the contrary notwithstanding Seller shall
        be
        required to pay, discharge or remove Required Payment Liens only to the extent
        that the aggregate cost of the Required Payment Liens (including without
        limitation the preparation or filing of appropriate satisfaction instruments
        in
        connection therewith) does not exceed One Million Dollars ($1,000,000.00)
        (the
“Required Payment Lien Cap”); and (III) all other liens and other encumbrances
        (other than Permitted Exceptions) on or against the Property which arise
        from or
        out of any intentional, voluntary act of Seller from and after the Effective
        Date. To the extent that the cost of discharging or removing the Required
        Payment Liens exceeds the Required Payment Lien Cap, then unless Seller (in
        Seller’s sole discretion) gives notice to Buyer electing to discharge and remove
        the Required Payment Liens notwithstanding that the cost of discharging or
        removing same exceeds the Required Payment Lien Cap, Buyer, as Buyer’s sole
        options, may elect to (A) terminate this Agreement by written notice to Seller
        delivered on the Closing Date, as may be adjourned pursuant to this Agreement,
        or, if sooner, not later than five (5) Business Days after Seller gives notice
        that Seller does not elect to discharge and remove the Required Payment Liens
        to
        the extent that the cost of discharging or removing same exceeds the Required
        Payment Lien Cap, in which event Seller shall return the Contract Deposit
        to
        Buyer and this Agreement shall thereupon be deemed terminated and become
        void
        and of no further effect, and neither party hereto shall have any obligations
        of
        any nature to the other hereunder or by reason hereof, except for those
        provisions that expressly survive such termination; or (B) complete the purchase
        (with no reduction in or abatement of the Purchase Price and no liability
        on the
        part of Seller in connection therewith) with such title as Seller is able
        to
        convey, provided that Seller expends up to the Required Payment Lien Cap
        or
        grants to Buyer a credit in lieu thereof against the Purchase
        Price.

      


      
        
          
          

        

        
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      (c) The
        acceptance of the Deed by Buyer shall be deemed to be full performance of,
        and
        discharge of, every agreement and obligation on Seller’s part to be performed
        under this Agreement, except for such matters which are expressly stated
        to
        survive the Closing.

      


      (d) Notwithstanding
        anything in this Agreement to the contrary, if the Property shall, at the
        time
        of the Closing, be subject to any Required Payment Liens, the same shall
        not be
        deemed an objection to title provided that, at the time of the Closing, Seller
        delivers certified or official bank checks at the Closing in the amount required
        to satisfy the same and delivers to the Title Company at the Closing instruments
        in recordable form sufficient to satisfy and discharge of record such liens
        and
        encumbrances together with the cost of recording or filing such instruments,
        or
        the Title Company otherwise agrees to “omit” such Required Payment Liens as an
        exception to Buyer’s title insurance policy or to provide affirmative insurance
        against the enforcement or collection of such Required Payment Liens against
        or
        out of the Real Property.

      


      (e) If
        a
        search of title discloses judgments, bankruptcies or other returns against
        other
        persons or entities having names the same as or similar to that of Seller,
        Seller will deliver to the Title Company an affidavit stating that such
        judgments, bankruptcies or other returns are not against Seller, whereupon,
        provided the Title Company omits such returns as exceptions to title or provides
        affirmative coverage with respect thereto, such returns shall not be deemed
        an
        objection to title. 

      


      (f) Notwithstanding
        anything herein to the contrary, at Closing, Seller may (i) use any portion
        of
        the Purchase Price to remove or discharge any Title Objection(s) or (ii)
        deposit
        with the Title Company monies (which may include a portion of the Purchase
        Price) and/or documents or instruments sufficient to effect the issuance
        of
        title insurance in favor of Buyer free of any Objections, or with affirmative
        insurance against the enforcement or collection of any Title Objection against
        or out of the Real Property, and Buyer shall accept title to the Real Property
        with such insurance and/or affirmative coverage. If written request is made
        by
        Seller or Seller's attorneys within a reasonable time prior to the Closing
        Date,
        Buyer shall deliver separate certified or bank checks, or wire funds to separate
        accounts, aggregating the amount of the Purchase Price, to facilitate the
        removal and discharge of any Title Objections and the discharge of Seller's
        other monetary obligations under this Agreement. Any Title Objection removed
        or
        discharged in a manner acceptable to the Title Company shall be deemed resolved
        to the satisfaction of Buyer.

      


      (g) Notwithstanding
        anything in this Agreement to the contrary (including, without limitation,
        the
        provisions of Section
        6.2(b)(iv),
        Buyer
        agrees that if Seller, after using commercially reasonable efforts (which
        shall
        not include an obligation to pay money), shall fail to have released or
        discharged of record any UCC financing statements encumbering the Property
        in
        favor of The Trust Company of New Jersey (or any successor to or assign of
        The
        Trust Company of New Jersey) (the “Specified
        UCC’s),
        then
        (1) if (x) Buyer shall not procure title insurance at the Closing or (y)
        if
        Buyer shall procure title insurance at the Closing,
        if the
        Title Company shall be willing to omit the Specified UCC’s from Buyer’s title
        insurance policy at the Closing or to provide affirmative insurance that
        such
        UCC financing statements will not be collected out of the Property (it being
        understood that Seller shall have the right, but not the obligation, to pay
        any
        additional premium charged by the Title Company for providing such affirmative
        insurance), such UCC financing statements shall not be deemed an objection
        to or
        defect to title, and Buyer shall close title subject thereto with no abatement
        of the Purchase Price and no liability on the part of Seller in connection
        therewith, or (2) (if Buyer shall procure title insurance at the Closing)
        if the
        Title Company shall take an exception for the Specified UCC’s from Buyer’s title
        insurance policy at the Closing, then Buyer, as its sole remedy, shall have
        the
        right either to (x) complete the purchase (with no reduction in or abatement
        of
        the Purchase Price and no liability on the part of Seller in connection with
        Specified UCC’s, or (y) terminate this Agreement by written notice to Seller
        delivered on the Closing Date, in which event the Contract Deposit shall
        be
        promptly refunded to Buyer and this Agreement shall thereupon be deemed
        terminated and become void and of no further effect, and neither party hereto
        shall have any obligations of any nature to the other hereunder or by reason
        hereof, except for those provisions that expressly survive such termination.
        The
        Specified UCC’s shall not be deemed to include any financing statements, UCC’s
        and other notices concerning any equipment financing agreements and/or equipment
        financing leases which are to be assumed by or assigned to Buyer pursuant
        to
        this Agreement.

      


      
        
          
          

        

        
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      Section
        7. Representations
        and Warranties of Parties.

      


      7.1 Seller’s
        Representations and Warranties.
        (a)
        Seller hereby represents and warrants to Buyer as follows:

      


      (i) Seller’s
        Existence. Seller is a limited liability company, duly organized, validly
        existing and in good standing under the laws of the State of New Jersey.
        Seller
        has full limited liability company power and authority and has obtained all
        necessary limited liability company consents to own and sell the Property
        and to
        enter into and comply with the terms of this Agreement.

      


      (ii)
        Authority.
        The execution and delivery of this Agreement by Seller and the consummation
        by
        Seller of the transaction contemplated by this Agreement is within Seller’s
        capacity and all requisite action has been taken to make this Agreement valid
        and binding on Seller in accordance with its terms.

      


      (iii)
        No
        Legal
        Bar. Subject to obtainment of the Masessa Release, the execution by Seller
        of
        this Agreement and the consummation by Seller of the transaction hereby
        contemplated does not and on the Closing Date will not (a) result in a material
        breach of or default under any indenture, agreement, instrument or obligation
        to
        which Seller is a party and which affects all or any portion of the Property
        or
        by which Seller is bound (not including, however, any of the Service Contracts
        which prohibit assignment or which prohibit assignment without the consent
        of
        the other party to the Service Contract), or (b) to Seller’s actual knowledge,
        constitute a violation in a material respect of any Legal Requirement (it
        being
        understood that this representation and warranty shall not be deemed to include
        any matter concerning any liquor license or the transferability thereof or
        the
        aforesaid Service Contracts).  

      


      (iv) Litigation.
        (A) Except as set forth on Schedule H, there are no actions, suits, proceedings
        or investigations (including condemnation proceedings) to Seller’s actual
        knowledge pending or to Seller’s actual knowledge threatened, against Seller
        and/or the Property or that pertain directly to Property, its use, maintenance
        and/or operations as of the Effective Date that are not adequately insured
        against and that, if determined adversely to Seller, would materially impair
        the
        Property, its use, maintenance and/or operations. 

      


      
        
          
          

        

        
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      (B) It
        is
        understood that the foregoing representation and warranty by Seller in Section
        7.1(a)(iv)(A) shall not be deemed to include any representation or warranty
        (1)
        concerning any actions, suits, proceedings or investigations by any Governmental
        Authority which relates in any way to or shall relate in any way to the failure
        or omission of the Property and/or any operations thereat or use thereof
        to
        comply with any Legal Requirement or to have obtained and/or maintained any
        Permit or Certificate, including, without limitation, any liquor license,
        or (2)
        any action, suit or proceeding brought by, involving, or arising out of any
        act
        or omission of, Buyer, or any affiliate of Buyer, or any Buyer’s
        Principal.

      


      (C) It
        is
        understood that if there is any breach by Seller of the foregoing representation
        and warranty in Section 7.1(a)(iv)(A) in respect of any Lease and/or Service
        Contract, then, anything to the contrary in this Agreement notwithstanding,
        Buyer shall be obligated to close title in accordance with the terms and
        provisions of this Agreement, with no reduction in or abatement of the Purchase
        Price and no liability on the part of Seller in connection therewith, except
        that (x) Seller shall be responsible for and shall indemnify, defend (with
        counsel reasonably acceptable to Buyer) and hold Buyer harmless from and
        against
        any damages which may be payable in connection with any suit, action or
        proceeding which relates to any default by the Seller, as landlord under
        such
        Lease or contracting party to such Service Contract which first occurred
        during
        the period of Seller’s ownership of the Property (except to the extent such
        default is attributable to any act or wrongful omission of Buyer, or any
        affiliate of Buyer, or any Buyer’s Principal, or is the responsibility of the
        tenant under the Operating Lease, or any default is precipitated or occasioned
        by the transfer of the Property to Buyer or the assignment of any Lease or
        Service Contract to Buyer) and (y) Seller shall bear the reasonable cost
        of
        curing any such breach by Seller, as landlord under such Lease or contracting
        party to such Service Contract which first occurred during the period of
        Seller’s ownership of the Property (except to the extent such default is
        attributable to any act or wrongful omission of Buyer, or any affiliate of
        Buyer, or any Buyer’s Principal, or is the responsibility of the tenant under
        the Operating Lease, or any default is precipitated or occasioned by the
        transfer of the Property to Buyer or the assignment of any Lease or Service
        Contract to Buyer); and this provision shall survive the Closing.

      


      (D) Anything
        in this Agreement to the contrary notwithstanding, Buyer agrees that Buyer
        shall
        be responsible for and shall indemnify, defend (with counsel reasonably
        acceptable to Seller) and hold Seller harmless from any damages which may
        be
        payable in connection with any suit, action or proceeding which relates to
        (i)
        any default by the landlord under any Lease, to the extent such default occurred
        from and after the Closing (except to the extent that such default is
        attributable to any act or wrongful omission of Seller after the
        Closing),
        (ii)
        any default by the owner of the Property under any Service Contract, to the
        extent such default occurred and accrued from and after the Closing (except
        to
        the extent that such default is attributable to any act or wrongful omission
        of
        Seller after the Closing), and (iii) any injury to person or damage to property,
        to the extent such default occurred and accrued from and after the Closing;
        and
        this provision shall survive the Closing.

      


      (E) Anything
        in this Agreement to the contrary notwithstanding, including without limitation
        the foregoing provisions of Section 7.1(a)(iv)(C), if Buyer shall incur any
        obligation to pay any damages in connection with any of the matters described
        in
        Paragraphs 4,5, 6, 7, and 8 on Schedule
        H,
        then
        Seller shall be responsible for and shall indemnify, defend (with counsel
        reasonably acceptable to Buyer) and hold Buyer harmless from and against
        any
        such damages; provided, however, that the aggregate liability of Seller pursuant
        to this paragraph (including, without limitation, attorneys’ fees and other
        costs of defense) shall not exceed $75,000.00 in the aggregate; and this
        provision shall survive the Closing.

      


      
        


        
          
            
            

          

          
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(v) Contracts.
        The Service Contracts described on Schedule C are the only Service Contracts
        affecting the Property as of the Effective Date. Except as hereinafter provided,
        Buyer shall be required to assume as of the Closing only (i) the Service
        Contracts described Schedule C and (ii) all additional Service Contract entered
        into by Seller pursuant to Section 8.3. Buyer shall not be required to assume
        the Air Conditioning Agreement.

      


      (vi)
        Leases.
        The Restaurant Lease and the Operating Lease are the only occupancy (as opposed
        to financing) Leases affecting the Property as of the Effective Date. Seller
        makes no representation or warranty as respect any of the Leases except that
        Seller represents and warrants to Buyer that (i) to the knowledge of Seller
        as
        of the Effective Date, the copy of the Restaurant Lease provided by Seller
        to
        Buyer is true and complete; and (ii) as of the Effective Date, there are
        no
        outstanding notices claiming default by Seller, as landlord, or by the tenant
        under the Restaurant Lease, as tenant, claiming a default which has not been
        cured as of the Effective Date. Except
        as
        hereinafter provided, Buyer shall be required to assume as of the Closing
        only
        (i) the Restaurant Lease, (ii) the Operating Lease (if same has not been
        terminated or expired), and (iii) all additional Leases entered into by Seller
        pursuant to Section 8.2. 

      


      (vii)
        Intentionally
        omitted.

      


      (viii)
        Occupancy
        Agreements. Set forth on Schedule F annexed hereto is a true, correct and
        complete list of Occupancy Agreements in existence as of the Effective
        Date.

      


      (ix)
        Notices.
        Seller is not aware of, and has not received, any notices from any Governmental
        Authorities (A) of pending or threatened condemnation proceedings with respect
        to the Property, or (B) of any proceedings which could or would cause the
        change
        of the zoning classification of the Property. Seller shall immediately notify
        Buyer of any its receipt of any written notice of any of the foregoing.


      


      (x)
        Patriot
        Act. (i)
        Neither
        Seller nor its investors is a Prohibited Person (as defined below), has
        conducted any business or has engaged in any transaction or dealing with
        any
        Prohibited Person or has engaged in any transaction relating to any property
        or
        interests in property blocked pursuant to the Executive Order (as defined
        below), has engaged in any transaction that evades or avoids any of the
        requirements or prohibitions set forth in the Patriot Act, 50 U.S.C. Sec.
        1701
        et seq.

      


      (ii) Seller
        investors are in compliance with all applicable orders, rules and regulations
        issued by, and recommendations of, the U.S. Department of the Treasury and
        OFAC
        (as defined below) pursuant to IEEPA (as defined below) and the PATRIOT Act;
        and

      


      (iii) None
        of
        Seller’s investors is a “Prohibited Foreign Shell Bank” (as defined in the
        PATRIOT Act), or is named on any available lists of known or suspected
        terrorists, terrorist organizations or of other sanctioned persons issued
        by the
        United States government and/or the government(s) of any jurisdiction(s)
        in
        which Seller is doing business; “Prohibited Person” means any Person: (a) listed
        in the Annex to, or is otherwise subject to the provisions of, the Executive
        Order No. 13224 on Terrorist Financing, effective September 24, 2001, and
        relating to Blocking Property and Prohibiting Transactions With Persons Who
        Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”); (b)
        that is owned or controlled by, or acting for or on behalf of, any person
        or
        entity that is listed in the Annex to, or is otherwise subject to the provisions
        of the Executive Order; (c) that commits, threatens or conspires to commit
        or
        supports “terrorism” as defined in the Executive Order; (d) that is named as a
“specifically designated national (SDN)” on the most current list published by
        the U.S. Treasury Department Office of Foreign Assets Control at its official
        website, http://www.treas.gov.ofac/t11sdn.pdf or at any replacement website
        or
        other replacement official publication of such list or is named on any other
        U.S. or foreign government or regulatory list issued post-09/11/01; (e) that
        is
        covered by IEEPA, OFAC or any other law, regulation or executive order relating
        to the imposition of economic sanctions against any country, region or
        individual pursuant to United States law or United Nations resolution; or
        (f)
        that is an affiliate (including any principal, officer, immediate family
        member
        or close associate) of a person or entity described in one or more of clauses
        (a) - (e) of this definition of Prohibited Person. “IEEPA” means the
        International Emergency Economic Power Act, 50 U.S.C. §1701 et seq.
“OFAC”
        means the U.S. Department of Treasury’s Office of Foreign Asset
        Control.

      


      
        
          
          

        

        
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      (b) All
        representations and warranties made by Seller in this Agreement are made
        as of
        the date of this Agreement and (except as otherwise provided in this Agreement)
        shall be true and correct in all material respects as of the Closing Date
        (it
        being understood that as of the Closing Date Seller shall deliver to Buyer
        (1)
        an updated Schedule of Occupancy Agreements, (2) an updated schedule of Leases
        reflecting terminations and expirations of Leases, modifications of Leases,
        and
        new Leases and/or renewals entered into by Seller in accordance with this
        Agreement, (3) an updated schedule of Service Contracts reflecting terminations
        and expirations of Service Contracts, modifications to Service Contracts,
        and
        new Service Contracts and/or renewals entered into by Seller in accordance
        with
        this Agreement, and (4) an updated schedule (to Seller’s knowledge) of suits,
        claims, investigations and proceedings; and any variations between the
        information shown on such updated schedules and the information shown in
        this
        Agreement (i) shall not be deemed a breach of a representation or warranty
        by
        Seller or an inaccuracy in any representation or warranty by Seller, (ii)
        shall
        not give rise to any liability on the part of Seller, and (iii) shall not
        give
        rise to any right to Buyer to terminate this Agreement, or to receive a refund
        of the Contract Deposit, or to any other right or remedy on the part of Buyer,
        provided
        any such
        variations or changes are permitted in accordance with the provisions of
        this
        Agreement). If, on the Closing Date, any such representations and warranties
        are
        not true or accurate in all material respects, then (subject to the
        parenthetical statement in the immediately preceding sentence) Buyer, as
        its
        sole remedies, shall have the remedies set forth in Section
        14.2(b)
        of this
        Agreement. 

      


      Seller’s
        representations and warranties set forth in this Agreement (as same shall
        be
        subject to amendment or update as provided in this Agreement) shall survive
        the
        Closing for a period of twelve (12) months, and any claim to be asserted
        by
        Buyer in connection with any of Seller’s representations and warranties must be
        asserted not later than the date twelve (12) months after the Closing, failing
        which such claim shall be deemed irrevocably waived.

      


      7.2 Buyer’s
        Representations and Warranties.
        Buyer
        hereby represents and warrants to Seller as follows:

      


      (a) Buyer’s
        Existence.
        Buyer
        is a limited liability company duly organized, validly existing
        and in good standing under the laws of New Jersey. Buyer has all necessary
        limited liability company power and authority to buy
        the
        Property and to comply with the terms of this Agreement, and
        has
        obtained all necessary limited liability company consents to purchase the
        Property and to enter into and comply with the terms of this
        Agreement.

      


      (b) Financial
        Resources.
        Buyer
        has available or has arranged to have available all necessary funds and
        financings (if any) required for Buyer to pay the Purchase Price and otherwise
        perform its obligations under this Agreement in a timely manner. Nothing
        in this
        provision or otherwise in this Agreement shall condition Buyer’s obligations on
        the obtainment of any such funds and/or financing.

      


      
        
          
          

        

        
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      (c) Authority.
        The
        execution and delivery of this Agreement by Buyer and the consummation by
        Buyer
        of the transaction contemplated by this Agreement are within the Buyer’s
        capacity and all requisite action has been taken to make this Agreement valid
        and binding on Buyer in accordance with its terms.

      


      (d) No
        Legal Bar.
        The
        execution by Buyer of this Agreement and the consummation by Buyer of the
        transaction hereby contemplated does not and on the Closing Date will not
        to
        Buyer’s actual knowledge (i) result in a material breach of or default under any
        
        

indenture,
        agreement, instrument or obligation to which Buyer is a party, or (ii) to
        Buyer’s actual
        knowledge, constitute a violation in a material respect of any Legal
        Requirement.

      


      (e) Patriot
        Act.
        (a)
        Buyer is
        not a Prohibited Person, has not conducted any business or in any transaction
        or
        dealing with any Prohibited Person, has not engaged in any transaction relating
        to any property or interests in property blocked pursuant to the Executive
        Order;

      


      (ii) Buyer
        is
        in compliance with all applicable orders, rules and regulations issued by,
        and
        recommendations of, the U.S. Department of the Treasury and OFAC pursuant
        to
        IEEPA and the PATRIOT Act.

      


      (f) Buyer
        Review of Property Information and Inspection of the Property.
        Buyer
        has inspected the Property and fully reviewed the Property Information
        (including, without limitation, the Property Reports) provided by Seller
        to
        Buyer (which reports, Buyer acknowledges, have been provided without
        representation or warranty by Seller), and Buyer is fully familiar with all
        defects and alleged defects affecting the Property, including, without
        limitation, (i) environmental matters, and (ii) structural matters, construction
        matters, maintenance matters, and compliance with law matters, including
        without
        limitation (A) existence of third elevator shaft at the Property which is
        in
        non-working condition (the elevator cab and/or operating equipment may not
        be
        installed, or, if installed, is not working) (this issue may not be noted
        in the
        Property Reports), (B) lack of permanent certificates of occupancy for the
        Property, and possible lack of (or revocable nature of) temporary certificates
        of occupancy for the Property (this issue may not be noted in the Property
        Reports), and possible lack of other required permits, certificates,
        registrations or licenses concerning the Property, (C) the fact that site
        work
        pursuant to municipal site plan and other work for municipal approvals is
        not
        complete, including without limitation: top course of pavement and striping
        in
        rear parking area behind hotel and catering areas, and other required paving
        and
        striping; fence along northerly property line; removal of dirt and construction
        debris in lower parking lot; construction of additional lower parking area;
        renovation of detached building in rear parking area; installation of dumpster
        pads and fencing for hotel and restaurant (this issue may not be noted in
        the
        Property Reports), (D) possible requirement by Governmental Authorities and/or
        Legal Requirements for installation of fencing across the Land) (this issue
        may
        not be noted in the Property Reports), (E) possible requirement for completion
        of paving and/or installation of additional paving for parking areas (this
        issue
        may not be noted in the Property Reports); (F) existence of an underground
        storage tank on the Land (this issue may not be noted in the Property Reports);
        and (G) that certain equipment, fixtures or personal property described in
        certain Service Contracts, including without limitation the kitchen equipment
        Lease (financing agreement) between Team, WOHA and Mase, as described on
        Schedule C, may be lost or missing, including without limitation the
        oven/microwave, slicer and food warmer.

      


      (g)
        No
        Reliance.
        As of
        the Effective Date Buyer has performed all due diligence and inspections
        necessary for Buyer to independently verify all information important to
        Buyer’s
        determination of whether to proceed with the Closing, and Buyer is not relying
        and shall not be relying upon any statements, covenants, agreements,
        representations or warranties from Seller or any other party in proceeding
        with
        the Closing, other than the statements, covenants, agreements representations
        and warranties that are expressly set forth in this Agreement.

      


      
        
          
          

        

        
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      (h)
        Related
        Entity.
        The
        Buyer and the tenant under the Operating Lease are related and affiliated
        entities, having common ownership, and will be so until the Closing has
        occurred, and (i) Buyer has approved the Operating Lease, and the terms and
        provisions thereof, and (ii) the tenant under the Operating Lease, and all
        guarantors of the Operating Lease, have approved this Agreement, and the
        terms
        and provisions thereof. Nothing herein shall limit the right of Buyer and/or
        the
        tenant under the Operating Lease to transfer any ownership interests in the
        Buyer and/or the tenant under the Operating Lease after the
        Closing.

      


      Buyer’s
        representations and warranties shall survive the Closing for a period of
        twelve
        (12) months, and any claim to be asserted by Seller in connection with any
        of
        Buyer’s representations and warranties must be asserted not later than the date
        twelve (12) months after the Closing, failing which such claim shall be deemed
        irrevocably waived.

      


      


      7.3 Closing
        with Knowledge of Misrepresentation.
        Anything in this Agreement to the contrary notwithstanding, if, at the Closing,
        a party to this Agreement has knowledge or notice that any of the
        representations or warranties of the other party to this Agreement are not
        true,
        and notwithstanding such notice or knowledge such party closes title under
        this
        Agreement, then such party conclusively shall be deemed to have waived any
        and
        all claims, rights and/or remedies (if any) if might otherwise have had by
        reason of the untruth of such representations and/or warranties of the other
        party (and this waiver shall survive the Closing). 

      


      Section
        8. Seller’s
        Covenants and Affirmative Obligations. 

      


      8.1 Maintenance
        and Operation of the Property.
        Until
        the Closing or earlier termination of this Agreement, and subject to the
        provisions of this Agreement and the provisions of the Operating Lease, Seller
        shall maintain and operate the Property in substantially the same condition
        and
        manner as the Property is now maintained and operated by the Seller, provided,
        however, that Seller shall have no obligation to perform any maintenance
        or to
        perform any operations that are the obligation of any tenant under any Lease,.
        Seller shall also maintain its books and records in the usual regular and
        ordinary manner. Except as otherwise provided for herein, all Personal Property
        shall be delivered and transferred to Buyer (in its “as is, where is” condition
        as of the Closing) at no additional cost to Buyer. No material items of tangible
        Personal Property owned or leased by Seller shall be removed from the Hotel
        prior to the Closing (except as may otherwise be permitted or performed under
        the Operating Lease), except in the ordinary course of business or except
        for
        items for which replacements or substitutions of approximately equal utility
        and
        value are provided to the Hotel. Seller shall deliver to Buyer upon Buyer’s
        request, approximately fifteen (15) days prior to the scheduled Closing Date,
        such then-current information with respect to Guest Bookings, Occupancy
        Agreements and other bookings, as the Seller customarily keeps or receives
        internally for its own use. Anything in this Agreement to the contrary
        notwithstanding, Seller shall have the right, but not the obligation, to
        make
        any improvements to the Property (including without limitation installation
        of a
        fitness center) which are made in the ordinary course of business or which
        otherwise are reasonably deemed by Seller to be convenient or advantageous
        to
        the Property, provided that, except as otherwise provided in this Agreement
        or
        any of the Leases, such improvements shall be made the cost and expense of
        Seller.

      


      
        
          
          

        

        
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      8.2 Leasing
        Activities.
        Until
        the Closing or earlier termination of this Agreement, Seller shall (a) not
        amend
        or modify or renew (except pursuant to existing renewal and/or extension
        provisions in such Leases) the terms of any of the Leases (not including
        the
        Operating Lease) or enter into new leases for all or any portion of the
        Property, without Buyer’s consent (which consent, except in respect of the
        Operating Lease, Buyer shall not unreasonably deny, delay or condition),
        except
        that Seller (in addition to any renewal pursuant to an existing renewal and/or
        extension rights) shall have the right (but not the obligation), in Seller’s
        sole discretion, to enter into new leases or extensions of existing Leases
        in
        the ordinary course of business, provided that the terms of such new leases
        or
        new extensions shall not be greater than one (1) year (unless cancelable
        without
        penalty or premium after such one (1) year; it being agreed that Buyer shall
        not
        unreasonably withhold, delay or condition its consent or approval to such
        new
        leases or extensions of existing Leases which shall have a term greater than
        one
        (1) year), and (b) perform its obligations as landlord under the Leases and
        shall advise Buyer of any notices of default received by Seller from tenants
        under the Leases (not including the Operating Lease). Notwithstanding anything
        to the contrary contained in this Agreement, Seller reserves the right, but
        is
        not obligated, to institute summary or other proceedings against any tenant
        (including without limitation the Restaurant Tenant and/or the Operating
        Tenant)
        as a result of a default by the tenant under its Lease prior to the Closing
        Date. Anything in this Agreement to the contrary notwithstanding, Seller
        makes
        no representations and assumes no responsibility with respect to the continued
        occupancy of the Property or any part thereof by any tenant (including without
        limitation the Restaurant Tenant) and Seller may terminate any Lease (including
        without limitation the Restaurant Lease and/or the Operating Lease) and/or
        allow
        same to expire prior to Closing in accordance with the provisions of such
        Lease.
        Further, Buyer expressly agrees that it shall not be grounds for Buyer’s refusal
        to close this transaction that any tenant (including without limitation the
        Restaurant Tenant and/or the tenant under the Operating Lease) is a holdover
        tenant or is in default under its Lease on the Closing Date, or that such
        Lease
        has expired or been terminated by Seller in accordance with its terms; and
        (unless Seller has exercised a right not to close, in accordance with this
        Agreement) Buyer shall accept title subject to such holding over or such
        default, or with such Lease expired or terminated, with no reduction in or
        abatement of the Purchase Price and no liability on the part of Seller in
        connection therewith.

      


      8.3 Service
        and Supply Contracts; & Other Agreements.
        Until
        the Closing or earlier termination of this Agreement, without Buyer’s prior
        written consent (which consent Buyer shall not unreasonably deny, delay or
        condition), Seller shall not (a) enter into any new service or supply contract,
        or renew any Service Contract except pursuant to existing renewal and/or
        extension provisions in such Service Contracts, that will be binding on either
        Buyer or the Property from and after the Closing, except that Seller (in
        addition to any renewal pursuant to an existing renewal and/or extension
        right)
        shall have the right (but not the obligation), in Seller’s sole discretion, to
        enter into new Service Contracts or extensions of existing Service Contracts
        in
        the ordinary course of business, provided that the terms of such new or new
        extensions shall not be greater than one (1) year (unless cancelable without
        penalty or premium after such one (1) year; it being agreed that Buyer shall
        not
        unreasonably withhold, delay or condition its consent or approval to such
        new
        Service Contracts or extensions of existing Service Contracts which shall
        have a
        term greater than one (1) year), and/or (b) enter into any other contract
        or
        agreement (including any mortgage) that will be binding on either Buyer or
        the
        Property from and after the Closing. Anything in this Agreement to the contrary
        notwithstanding, Seller makes no representations and assumes no responsibility
        with respect to the continued effectiveness of any Service Contract and Seller
        may terminate any Service Contract (and/or allow same to expire) prior to
        Closing. Further, Buyer expressly agrees that it shall not be grounds for
        Buyer’s refusal to close this transaction that the contractor(s) under any
        Service Contract(s) are in default under on the Closing Date, or that such
        Service Contract has expired or been terminated by Seller in accordance with
        its
        terms; and (unless Seller has exercised a right not to close, in accordance
        with
        this Agreement) Buyer shall accept title subject to such default, or with
        such
        Service Contract terminated or expired, with no reduction in or abatement
        of the
        Purchase Price and no liability on the part of Seller in connection
        therewith.

      


      
        
          
          

        

        
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      8.4 Insurance.
        Seller
        shall maintain in full force and effect all of its existing insurance until
        the
        Closing Date. 

      


      8.5 Operations.
        During
        the thirty (30) day period immediately preceding the Closing Date, and provided
        Buyer shall give reasonable prior written notice to Seller, Buyer shall have
        reasonable access at reasonable intervals during normal business hours to
        the
        books, records and other information concerning the operations of the Hotel
        that
        are in the possession of the Seller or Seller’s Manager and located in the
        Hotel, solely to assist Buyer in effectuating a smooth transition in the
        ownership and management of the Property at the Property; provided,
        however,
        that
        (i) Buyer and the Buyer Parties shall not interfere with the normal management
        and operation of the Property, (ii) s Buyer and the Buyer Parties shall hold
        all
        information acquired from such books and records confidential in accordance
        with
        the provisions of this Agreement and any separate confidentiality agreement
        signed by Buyer, (iii) Buyer shall repair any damage to the physical condition
        of the Property caused by Buyer or its agents in any such activities, (iv)
        Buyer
        and the Buyer Principals, jointly and severally, shall protect, defend (with
        counsel reasonably acceptable to Seller), indemnify, and hold harmless Seller
        and the other Seller Parties from and against any and all liabilities, actions,
        suits, mechanics’ liens, judgments, losses, costs, damages, expenses (including,
        without limitation, reasonable attorneys’ fees and expenses), claims and demands
        of any nature whatsoever suffered or incurred by or made against Seller and/or
        such other Seller Parties, arising out of or in any way relating to the acts
        or
        omissions of Buyer or any of the Buyer Parties, and (v) Buyer shall not be
        deemed to have assumed management responsibilities prior to Closing by virtue
        of
        such access (and the obligations of Buyer and the Buyer Principals under
        this
        Section shall survive the termination of this Agreement.

      


      8.6 Covenants
        Regarding Employees.
        Seller
        shall or shall cause Seller’s Manager to terminate all Hotel Employees as of
        Closing. Buyer and Seller agree to cooperate reasonably with each other to
        the
        extent legally permissible in the defense of any claims brought by or on
        behalf
        of Hotel Employees or former employees against Seller or Buyer. With respect
        to
        any information concerning any employees made available to Buyer, Buyer shall
        observe all Legal Requirements relating to the privacy of the information,
        and
        shall indemnify, defend and save harmless Seller from and against all claims
        demands, actions, losses, damages, liabilities, costs and expenses (including
        reasonable attorneys’ fees) filed against or incurred by Seller to the extent
        arising out of any breach (or alleged breach) of the obligations and agreements
        of Buyer under this Section
        8.6;
        provided, however, that to the extent Buyer is obligated to indemnify, defend
        and hold harmless Seller hereunder, such obligation shall be an obligation
        of
        Buyer and Buyer’s Principals, jointly and severally. The provisions of this
Section
        8.6
        shall
        survive the Closing. 

      


      8.7 Reservations,
        Marketing and Sales.
        

      


      (a) Marketing
        and Sales.
        While
        this Contract is in effect, Seller shall to use commercially reasonable efforts
        to take Guest Bookings and enter into Occupancy Agreements (except to the
        extent
        that such Occupancy Agreement are in respect of the premises demised under
        the
        Operating Lease, in which case they shall be governed by the Operating Lease)
        in
        the ordinary course of business in accordance with its past practices. While
        this Contract is in effect, Seller shall continue to support all marketing
        and
        sales functions at the Property (except in respect of catering, the marketing
        and sales respecting which shall be the obligation of the tenant under the
        Operating Lease) and promote the business of the Property in generally the
        same
        manner as Seller did prior to the execution of this Agreement (except in
        respect
        of catering, the promotion respecting which shall be the obligation of the
        tenant under the Operating Lease).
        

      


      (b) Pre-closing
        Reservations.
        All
        inquiries received by Seller prior to the Closing from business generators
        seeking to make advance Guest Bookings, reservations or enter into Occupancy
        Agreements (except to the extent that such Occupancy Agreement are in respect
        of
        the premises demised under the Operating Lease, in which case they shall
        be
        governed by the Operating Lease) for the Property will be booked at the Property
        in accordance with the standard practices of Seller and at rates, prices
        and
        upon terms customarily charged by Seller and Seller’s Manager for such uses and
        services. 

      


      
        
          
          

        

        
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      (c) Cancellations.
        Neither
        Seller nor Seller’s Manager shall, without the prior written consent of Buyer
        (which consent Buyer agrees not to unreasonably withhold, delay or condition),
        cancel any existing Occupancy Agreement or new Occupancy Agreement obtained
        after the Effective Date, except in the event of (i) a default by the other
        party to such Occupancy Agreement or (ii) the booking of a replacement Occupancy
        Agreement which is more advantageous (ie., better price or terms) to the
        Hotel
        than the terminated Occupancy Agreement and either the Occupancy Agreement
        permits Seller to cancel, or the other party to the Occupancy Agreement agrees
        to the cancellation. 

      


      Section
        9. Closing
        and Closing Obligations. 

      


      9.1 Closing.
        The
        closing of the transaction contemplated hereby (the “Closing”)
        shall
        occur on December 29, 2005 or on the next preceding Business Day if such
        date is
        not a Business Day, at a time of no later than 2:00 p.m. Eastern Standard
        Time
        (the “Scheduled
        Closing Date”);
        provided,
        however,
        (i)
        Seller shall have the right to adjourn the Scheduled Closing Date one or
        more
        times pursuant to and in accordance with Section
        6.2
        and/or
        for any other reason, provided that, except for adjournments pursuant to
        Section
        6.2,
        Seller
        shall not adjourn the Scheduled Closing Date for a period or periods in excess
        of sixty (60) days in the aggregate and (ii) time
        shall be of the essence as against Buyer
        as to
        the Scheduled Closing Date set forth above, provided,
        however,
        that
        Buyer, upon payment to Seller (by wire transfer of immediately available
        federal
        funds to the account designated by Seller) of an additional deposit in the
        amount of Two Hundred Thousand Dollars ($200,000) prior to the Scheduled
        Closing
        Date (the “Closing
        Adjournment Payment”)
        shall
        have the right to extend the Closing by written notice to Seller one or more
        times provided that such adjournment shall not in any event be beyond March
        28,
        2006 (the Scheduled Closing Date, as may be adjourned or extended pursuant
        to
        this provision, the “Closing
        Date”);
        provided, however that (a) the first such extension by Buyer shall be effective
        only if notice thereof is given by Buyer to Seller prior to the Scheduled
        Closing Date set forth above, accompanied by simultaneous payment by Buyer
        to
        Seller of the Closing Adjournment Payment and (b) any subsequent such extension
        shall be effective only if notice thereof is given by Buyer to Seller prior
        to
        the date to which the Scheduled Closing Date previously has been duly adjourned
        pursuant to this provision, (c) in no event shall Buyer have the right to
        adjourn the Scheduled Closing Date unless Buyer has paid to Seller the Closing
        Adjournment Payment and (d) in no event shall Buyer have the right to adjourn
        the Scheduled Closing Date beyond March 28, 2006, and time
        shall be of the essence as against Buyer
        as to
        such adjourned Closing Date. 

      


      9.2 Seller’s
        Closing Obligations. (a) On the Closing Date, Seller
        shall execute, acknowledge (if necessary) and deliver to Buyer, and/or
        pay,
        as the
        case may be, the following:

      


      (i) The
        Deed
        with such changes as may be reasonably required by Seller to conform to the
        prevailing facts; 

      


      (ii) An
        unitemized bill of sale conveying to Buyer (without representation or warranty,
        except as hereinafter provided) Seller’s interest in and to the tangible
        Personal Property, in substantially the form attached hereto as Exhibit C,
        with
        such changes as may be reasonably required by Seller to conform to the
        prevailing facts (the “Bill of Sale”); provided, however, that except in respect
        of (1) those items of tangible Personal Property which are subject to a
        financing or leasing agreement otherwise entered into by Seller in accordance
        with the provisions of this Agreement and which do not, in the aggregate,
        require monthly payments in excess of $2,000.00, and (2) those items of tangible
        Personal Property which are subject to a financing or leasing agreement
        described on Schedule C, the Bill of Sale shall provide a warranty by Seller
        than Seller has not leased, pledged, encumbered or hypothecated such items.
        

      


      
        
          
          

        

        
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      (iii) An
        affidavit from Seller in substantially the form attached hereto as Exhibit
        F
        (the “Affidavit of Title”);

      


      (iv) An
        assignment and assumption agreement assigning to Buyer (without representation
        or warranty) all of Seller’s right, title and interest in and to the Leases (to
        the extent then in effect), in substantially the form attached hereto as
        Exhibit
        D, with such changes as may be reasonably required by Seller to conform to
        the
        prevailing facts (the “Assignment and Assumption of Leases”); 

      


      (v) An
        assignment and assumption agreement assigning to Buyer (to the extent freely
        assignable, and without representation or warranty) all of Seller’s right, title
        and interest in and to the Service Contracts, in substantially the form attached
        hereto as Exhibit E, with such changes as may be reasonably required by Seller
        to conform to the prevailing facts (the “Assignment and Assumption of
        Contracts”); 

      


      (vi) An
        assignment and assumption agreement assigning to Buyer (to the extent freely
        assignable, and without representation or warranty) all of Seller’s right, title
        and interest in and to any Permits (not including Seller’s Liquor License), in
        substantially the form attached hereto as Exhibit G, with such changes as
        may be
        reasonably required by Seller to conform to the prevailing facts (the
“Assignment and Assumption of Permits”); 

      


      (vii) Intentionally
        omitted;

      


      (viii) A
        Certificate of Non-Foreign Status from Seller in the form required by law
        in
        order to establish that Seller is not a foreign person or a nonresident person
        for purposes of Section 1445 of the Internal Revenue Code of 1986,
        respectively;

      


      (ix) Notices
        to the Tenants under the Leases and providers under the Service Contracts,
        informing them of the sale and transfer of the Property to Buyer (“Notices to
        Tenants and Service Providers”); Seller shall cooperate with Buyer in furnishing
        the Notices to Tenants and Service Providers but Buyer shall be responsible
        for
        delivery of such notices;

      


      (x) A
        settlement statement (the "Settlement Statement") documenting the Closing
        and
        reflecting the Purchase Price, charges, credits, adjustments and
        prorations;

      


      (xi) Such
        documents (such as limited liability company resolutions, good standing
        certificates, corporate resolutions or partnership authorizations and certified
        limited liability company, corporate or partnership organizational documents)
        as
        are reasonably required by Buyer or the Title Company to evidence the existence
        and good standing of Seller and the authority of Seller as a limited liability
        company to enter into and consummate the transactions contemplated by this
        Agreement;

      


      (xii) All
        forms, affidavits and certificates required to be filed in connection with
        the
        imposition and/or payment of any and all applicable federal, state, county,
        municipal and other real property transfer taxes with respect to the
        transactions set forth herein (collectively, the “Conveyance Tax Documents”), in
        proper form for submission, prepared, executed and acknowledged by
        Seller;

      


      
        
          
          

        

        
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      (xiii) A
        schedule of all Occupancy Agreements as of the Closing Date (the “Occupancy
        Agreement Report”) and copies of the Occupancy Agreements, if any. The Occupancy
        Agreement Report shall be in Seller’s standard reporting format; 

      


      (xiv) An
        updated Guest Bookings Report as of the Closing Date in Seller’s standard
        reporting format and including, without limitation, the name and contact
        information for such reservation, the average rate, the number of room nights,
        projected revenue, arrival and departure dates and the amount of any prepaid
        expenses and Advance Deposits related thereto; 

      


      (xv) A
        statement of all delinquencies under the Leases (not including the Operating
        Lease);

      


      (xvi) Schedule
        of Accounts Receivable updated to the Closing Date;

      


      (xvii) All
        Records (to the extent in the possession of Seller);

      


      (xviii) All
        original (to the extent in the possession of Seller) or (to the extent in
        the
        possession of Seller)certified copies of Lease Files (not including the
        Operating Lease) and Service Contracts;

      


      (xix) Evidence
        of the termination of the Management Agreement;

      


      (xx) Intentionally
        omitted;

      


      (xxi) An
        updated Schedule of Leases, if applicable, and an updated Schedule of Service
        Contracts, if applicable;

      


      (xxii) A
        certificate stating
        that
        each of the representations and warranties of Seller contained in this Agreement
        are made as of the Closing Date and are true and correct, subject only to
        those
        variations from such representations and warranties as are either specifically
        permitted by this Agreement or as are set forth in the
        certification;

      


      (xxiii) All
        Hotel
        building and guest room keys and the combinations to all safes located in
        the
        Hotel; and keys to safe deposit boxes (if any) at the Hotel which are not,
        at
        the Closing, in use by guests, all receipts and agreements relating to all
        safe
        deposit boxes (if any) and a complete list of all safe deposit boxes in use
        by
        guests, which list shall contain the names and room numbers of each
        depositor;

      


      (xxiv) Only
        if
        and to the extent such assignment shall be lawful, an assignment
        and
        assumption agreement assigning to Buyer (and/or, as directed by Buyer, the
        tenant under the Operating Lease), without representation or warranty by
        Seller,
        and otherwise in form and substance reasonably acceptable to the parties,
        all of
        Seller’s right, title and interest in and to
        the
        ownership interests in Wilshire
        Hospitality Services, LLC and Wilshire Hospitality Services II, LLC,
        the
        entities to which were issued, at the request of Seller or an affiliate of
        Seller, the liquor licenses for the Hotel and the catering facility
        (not
        including any liquor license owned or held by, or leased to, the tenant under
        the Restaurant Lease or any other Lease), and pursuant to which Buyer (and/or,
        as directed by the Buyer, the Tenant under the Operating Lease) shall assume,
        as
        of the Closing all such ownership interests and the rights and obligations
        respecting same (the “Assignment and Assumption of Ownership
        Interests”).

      


      
        
          
          

        

        
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      (xxv) All
        other
        documents necessary to consummate the transactions contemplated by this
        Agreement, provided same do not increase the obligations of Seller nor diminish
        the rights of Seller. 

      


      (b) On
        the
        Closing Date, to the extent the same are not credited against the Purchase
        Price
        or will not be paid from the proceeds of the sale of the Property, Seller
        shall
        pay such closing costs and prorations that are to be paid by Seller as provided
        in this Agreement.

      


      9.3 Buyer’s
        Closing
        Obligations. On
        the
        Closing Date, Buyer
        shall:

      


      (a) Pay
        to
        Seller the Purchase Price, as same may be adjusted pursuant to this Agreement
        for all closing costs and prorations to be paid by Buyer as provided herein,
        

      


      (b) Pay
        all
        other sums required to be paid by Buyer as of the Closing Date in order to
        consummate the transactions contemplated by this Agreement or owed by Buyer
        to
        Seller as of the Closing Date pursuant to any provision of this Agreement;
        

      


      (c) Execute
        (as applicable) acknowledge (if necessary) and deliver to Seller,
        the
        following:

      


      (i)
        The
        Bill
        of Sale;

      


      (ii)
        The
        Assignment and Assumption of Leases (pursuant to which Buyer shall assume
        all
        obligations under the Lease from and after the Closing);

      


      (iii)
        The
        Assignment and Assumption of Contracts (pursuant to which Buyer shall assume
        all
        obligations under the Service Contracts from and after the Closing;

      


      (iv)
        The
        Assignment and Assumption of Permits (pursuant to which Buyer shall assume
        all
        obligations under the transferred Permits from and after the
        Closing);

      


      (v)
        The
        Conveyance Tax Documents;

      


      (vi)
        The
        Sales
        Tax Documents;

      


      (vii)
        The
        Ownership Evidence;

      


      (viii) If
        same
        shall be lawful, the Assignment and Assumption of Ownership
        Interests; 

      


      (ix)
        The
        Notices to Tenants and Service Providers; 

      


      (x) Such
        documents (such as limited liability company resolutions, good standing
        certificates, corporate resolutions or partnership authorizations and certified
        limited liability company, corporate or partnership organizational documents)
        as
        are reasonably required by Seller or the Title Company to evidence the existence
        and good standing of Buyer and the authority of Buyer as a limited liability
        company to enter into and consummate the transactions contemplated by this
        Agreement;

      


      (xi)
        The
        Masessa Release (if not previously delivered to Seller and Seller has not
        previously exercised its right to terminate this Agreement by reason of the
        non-delivery thereof); and

      


      
        
          
          

        

        
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      (xii)
        The
        Settlement Statement; 

      


      (d) Enter
        into an Employment Agreement with David Strauss (the “Strauss
        Employment Agreement”),
        in
        form and substance reasonably satisfactory to Buyer and David Strauss, pursuant
        to which David Strauss shall be employed by Buyer for not less than the nine
        (9)
        month period from and after the Closing as general manager of the Hotel and
        the
        other facilities at the Property, having duties and authority substantially
        equivalent to those he had and exercised immediately prior to the Effective
        Date, at a salary and benefits not less than the salary and benefits he received
        as general manager of the Hotel immediately prior to the Effective Date;
        provided, however, that Buyer shall not be required to enter into such
        Employment Agreement unless (A) David Strauss is, immediately prior to the
        Closing, employed by Buyer as general manager of the Hotel and (B) David
        Strauss
        is, at the time of the Closing, willing to enter into such agreement with
        Buyer;
        and

      


      (e) Perform
        and satisfy, or cause to be performed and satisfied, all other obligations
        and
        conditions on the part of Buyer to be performed or satisfied as of
        the
        Closing Date under this Agreement.

      


      9.4 
        Closing
        Costs.
        Expenses in connection with the transaction contemplated
        by this
        Agreement shall be paid as follows:

      


      (a) Seller
        shall pay for the following: (i) Seller’s attorneys’ fees; (ii) all recording
        fees and filing fees to record any release of any mortgages or other liens
        affecting the Property which are not Permitted Exceptions and which Seller
        is
        required to pay or discharge pursuant to this Agreement; and (iii) the
        conveyance tax due on the conveyance and sale of the Real Property to Buyer,
        as
        provided in Section
        9.5.

      


      (b) Buyer
        shall pay for the following: (i) Buyer’s attorneys’ fees; (ii) all recording and
        filing fees to record the Deed and other conveyance documents, (ii) the cost
        of
        the Owner’s Title Policy in the amount of the Purchase Price, plus any
        additional cost for an extended policy and any endorsements thereto and any
        survey or survey updates or certifications or title searches; and (iii) any
        applicable sales taxes as provided in Section
        9.5.
        Buyer
        and Buyer’s Principals, jointly and severally will indemnify, defend (with
        counsel reasonably acceptable to Seller) and hold Seller and/or the other
        Seller
        Parties harmless from applicable sales taxes, and all fines, interest and
        penalties charged in connection therewith, and this provision shall survive
        the
        Closing.

      


      (c) The
        provisions of this Section
        9.4
        shall
        survive the Closing or the earlier termination of this Agreement.

      


      9.5 Sales
        and Transfer Taxes.
        At the
        Closing, Seller shall pay the New Jersey real property transfer taxes imposed
        upon or payable in connection with the transfer of title to the Real Property
        and the recordation of the Deed, which transfer taxes shall, at Seller’s
        election, be allowed for out of the Purchase Price and paid by Buyer on behalf
        of Seller at the Closing. At the Closing, Seller and Buyer shall each execute,
        acknowledge (if appropriate) and deliver the Conveyance Tax Documents to
        the
        Title Company or to the appropriate governmental offices. At the Closing,
        Buyer
        shall pay all applicable sales taxes in connection with the sale and conveyance
        of the Personal Property, and Seller and Buyer shall each execute, acknowledge
        (if appropriate) and deliver any required sales tax documentation (“Sales
        Tax Documents”)
        to the
        Title Company or to the appropriate governmental offices. The payment of
        the
        Real Property transfer taxes and Personal Property sales taxes shall be made
        payable directly to the order of the appropriate governmental offices. The
        provisions of this Section
        9.5
        shall
        survive the Closing. 

      


      
        
          
          

        

        
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      9.6 Conditions
        to the Obligations
        of
        Seller to Close.
        (a) The
        obligation of Seller to close hereunder shall be subject to the satisfaction
        of
        each of the following conditions.

      


      (i) Buyer
        shall
        have performed all of Buyer’s material obligations and covenants under this
        Agreement to be performed at or prior to the Closing, including without
        limitation the payment of all amounts to be paid by Buyer (including without
        limitation the Purchase Price) and the delivery of all documents to be delivered
        by Buyer (including without limitation the Masessa Release).

      


      (ii) All
        of
        the representations and warranties of Buyer hereunder shall be true, complete
        and correct in all material respects.

      


      (iii) There
        shall have occurred no default under the Operating Lease beyond any applicable
        notice and cure period, nor shall there have occurred any of the events
        described in Section 9.01 of the Operating Lease.

      


      (iv) Seller
        shall have obtained the ISRA Compliance Instrument, as provided in Section
        15.

      


      (b) If
        any of
        the forgoing conditions are not satisfied, then Seller may elect (1) to
        terminate this Agreement, (2) to waive noncompliance with any such condition,
        or
        (3) with respect to a default by Buyer under this Agreement, the remedies
        available to Seller for a default by Buyer as set forth in Section
        14.3
        hereof:

      


      9.7 Conditions
        to the Obligations of Buyer to Close.
        (a) The
        obligations of Buyer to close hereunder shall be subject to the satisfaction
        of
        each of the following conditions.

      


      (i) Seller
        shall have performed all of Seller’s material obligations and covenants under
        this Agreement to be performed at or prior to the Closing.

      


      (ii) All
        of
        the representations and warranties of Seller hereunder shall be true, complete
        and correct in all material respects as of the Closing Date; provided, however,
        that Seller shall be permitted to update information as of the Closing Date
        as
        permitted or in accordance with the requirements of this Agreement; and Seller
        shall have delivered at the Closing the certificate described in Section
        9.2(a)(xii) of
        this
        Agreement.

      


      (iii) The
        Title
        Company, or any other title company licensed to do business in New Jersey,
        shall
        be willing to issue to Buyer the Owner’s Title Policy in form and substance
        consistent with the provisions of Section 6 hereof.

      


      (b) If
        any of
        the forgoing conditions are not satisfied, then Buyer may elect (1) to terminate
        this Agreement, (2) to waive noncompliance with any such condition, or (3)
        with
        respect to a default by Seller under this Agreement, the remedies available
        to
        Buyer for a default by Seller as set forth in Section
        14.2
        hereof:

      


      9.8 Possession.
        At the
        Closing, Seller shall cause possession of the Hotel to be delivered to Buyer
        immediately upon Closing, free and clear of all leases, tenancies and
        occupancies, except for (i) the Leases and rights of tenants under the Leases,
        (ii) the Service Contracts, (iii) the Permitted Exceptions, (iv) Hotel guests,
        (v) Occupancy Agreements, and (vi) Permitted Exceptions.

      


      
        
          
          

        

        
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      Section
        10. Prorations.
        

      


      10.1 Items
        to
        be Prorated.
        All
        taxes, assessments, charges, expenses, room revenues and other income shall
        be
        prorated between Seller and Buyer as of the Cut-Off Time (except as otherwise
        specifically provided). The intent of the closing date adjustment set forth
        in
        this Section
        10.1
        (the
“Closing
        Date Adjustment”)
        is to
        credit or charge, as the case may be, Seller with all revenues and expenses
        respecting the Property which are attributable to operations before the Cut-Off
        Time (except as otherwise specifically provided) and to credit or charge,
        as the
        case may be, Buyer with all such revenues and expenses attributable to
        operations on or after the Cut-Off Time (except as otherwise specifically
        provided). Without limiting the generality of the foregoing, specific charges
        and income shall be prorated as follows:

      


      (a) Real
        Property Taxes.
        (i) All
        real property taxes and assessments shall be prorated as of the Closing Date
        on
        a per diem basis. Seller shall be responsible for all such taxes and
        installments of assessments accruing with respect to the Property prior to
        the
        Closing Date and Buyer shall be responsible for all such taxes and assessments
        (with respect to the Property) which accrue from and after the Closing Date.
        Any
        tax refunds or rebates which apply to periods before the Closing Date shall
        remain the property of Seller. If the final amount of such taxes and/or
        assessments and/or liens is not known at the time of Closing (whether by
        reason
        of a change in the Property value or the applicable tax rates or otherwise),
        then to the extent not known the proration shall be based upon the final
        bill
        for the immediately preceding fiscal year for such charge, provided that,
        if the
        actual charges for such items for the current year are more or less than
        the
        charges for the preceding year, Seller and Buyer shall adjust the proration
        of
        such items and Seller or Buyer, as the case may be, shall pay to the other
        within ten (10) calendar days after demand any amount required as a result
        of
        such adjustment and this covenant shall not merge with the Deed but shall
        survive the Closing. Nothing in this provision shall waive or affect the
        obligations of the tenant under the Operating Lease, to make payments on
        account
        of real property taxes

      


      (ii)If,
        subsequent to the Closing Date, any proceeding shall result in a reduction
        of
        any assessment, tax or other charge for the applicable fiscal year in which
        the
        Closing occurs, the amount of the savings or refunds for such fiscal year,
        less
        the reasonable expenses (including reasonable fees and disbursements payable
        to
        attorneys or consultants) incurred in connection with such proceedings shall
        be
        apportioned between Seller and Buyer as of the Closing Date as if the reduction
        had been known as of that date. Neither Seller nor Buyer will withdraw, settle
        or compromise any reduction proceeding affecting the Property without the
        prior
        written consent of the other, which consent shall not be unreasonably withheld
        or delayed, except that the consent of Seller shall not be required for the
        fiscal years after that in which the Closing Date occurs, and the consent
        of
        Buyer shall not be required for fiscal years in which the Closing Date occurs
        and prior thereto. The party benefited by the reduction shall promptly pay
        the
        other party said party's share of such reduction (it being agreed, however,
        that
        Seller shall be obligated to pay to Buyer Buyer’s share of any reduction to
        which Buyer may be entitled hereunder, only if Seller actually receives payment
        of the reduction, and then only in proportion to the amount Seller actually
        receives). Seller shall be entitled to keep and retain all of the savings
        or
        refunds from any proceeding which results in a reduction of any assessment,
        tax
        or other charge for any fiscal year prior to the applicable fiscal year in
        which
        the Closing occurs, and shall have sole control over any such proceeding;
        Buyer
        shall be entitled to keep and retain all of the savings or refunds from any
        proceeding which results in a reduction of any assessment, tax or other charge
        for any fiscal year after the applicable fiscal year in which the Closing
        occurs, and shall have sole control over any such proceeding. This provision
        shall survive the Closing.

      


      (b) Permit
        Fees.
        Current
        payments (that is, attributable to the year or other applicable period in
        which
        the Closing occurs) of fees and charges under any licenses, permits,
        certificates or approvals relating to the Property, or the use or occupancy
        thereof, if any (but this shall apply to the Liquor License only if the
        Assignment and Assumption of Ownership Interests is executed and delivered
        at
        the Closing). 

      


      
        
          
          

        

        
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      (c) Sewer
        and other public utility charges.
        If
        consumption of sewer service is measured by meters, prior to the Closing
        Date
        Seller shall obtain a reading of each such meter and a final bill as of the
        Closing Date. If there is no such meter or if the bill for any of the foregoing
        will not have been issued as of the Closing Date, the charges therefor shall
        be
        adjusted as of Closing Date on the basis of the charges of the prior period
        for
        which such bills were issued and shall be further adjusted between the parties
        when the bills for the correct period are issued (and this obligation shall
        survive the Closing).

      


      (d) Rent.
        Rent
        and additional rent under the Leases shall be prorated as of the Cut-Off
        Time on
        a per diem basis and Buyer shall receive a credit for its proportionate share
        of
        the rent previously actually received by Seller for the month in which the
        Closing Date occurs and for all rent actually prepaid by more than thirty
        (30)
        days. Buyer shall receive a credit for all cash Advance Deposits (if any)
        that
        Seller holds as of the Closing Date, other than any assignable certificates
        of
        deposit or letters of credit, which shall be assigned to Buyer, provided
        that
        Buyer and Buyer’s Principals, jointly and severally, indemnify, defend (with
        counsel reasonably acceptable to Seller) and hold Seller and the other Seller
        Parties harmless from any and all obligations relating to such Advance Deposits
        assigned to Buyer. Seller shall cooperate with Buyer and execute all reasonable,
        necessary documents and instruments and undertake communications with parties
        to
        such certificates of deposits and letters of credit to facilitate their transfer
        to Buyer. Buyer shall be responsible for setting up accounts and making
        necessary deposits with respect to cash Advance Deposits. At Closing, Seller
        shall provide Buyer with a statement of arrearages, if any, under the Leases.
        If
        the any of the Leases contains obligations for utility charges, rent escalations
        for taxes or other operating expenses, insurance or other forms of additional
        rent, and Seller shall have collected any portion of such additional rent
        for a
        period on or after the Closing Date, then the same shall be apportioned and
        credit given to Buyer for such period. If such additional rent have not been
        billed, or if billed, have not been collected by Seller as of the Closing
        Date,
        then Buyer shall (i) in good faith and with due diligence bill and collect
        such
        additional rent and when the amount of such additional rent is determined
        and
        collected by Buyer, the same shall be apportioned as provided herein, (ii)
        to
        the extent allocable to Seller, hold the first monies so received in trust
        for
        the benefit of Seller, and (iii) to the extent required to pay the amounts
        due
        to Seller for the period up to the Closing Date, promptly remit the same
        to
        Seller. 

      


      (e) Utilities.
        Prior
        to the Closing, Seller shall notify all utility companies servicing the Property
        of the anticipated change in ownership and request that all billings after
        the
        Closing be made to Buyer at the Hotel address. As close as practicable to
        the
        anticipated Closing Date, Seller shall request that the utility companies
        perform final readings on all gas, water and electric meters on or before
        the
        Closing Date, if possible. If final readings are not possible, gas, water,
        phone
        line, cable televisions (if any), satellite television service (if any),
        internet service (if any) and electric charges will be prorated based on
        the
        most recent period for which costs are available. Seller shall be responsible
        for charges before the Closing and Buyer shall be responsible for charges
        from
        and after the Closing. There shall be no proration with respect to Seller
        deposits, retentions, and holdbacks then being held by any utility company,
        all
        of which shall remain the property solely of Seller. Buyer shall be responsible
        for setting up accounts and making necessary deposits with any utility
        company.

      


      (f) Service
        Contracts & Other Agreements.
        (i)
        Current charges and payments under the Service Contracts shall be prorated
        as of
        Closing. Any prepaid charges or transferable deposits paid by Seller under
        the
        Service Contracts shall be credited to Seller at the Closing. Any
        non-transferable deposits shall remain the property solely of
        Seller.

      


      
        
          
          

        

        
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      (ii) Any
        other
        provisions of this Agreement to the contrary notwithstanding, including without
        limitation the provisions of Section 4.2(a), Section 6.1(a)(iv), Section
        7.1(a)(iii), and, Section 10.1(f)(i), (A) prior to the Closing Seller shall
        pay
        and discharge the Air Conditioning Agreement, and (B) if for any reason any
        of
        the equipment leases, financing leases or agreements or similar financing
        instruments which are included as Service Contracts cannot be duly assigned
        to
        Buyer and assumed by Buyer at the Closing, with Seller released from all
        obligations in respect of such Service Contracts accruing from and after
        the
        Closing (including without limitation inability or failure by Seller to obtain
        any necessary consent to such assignment and/or release of Seller), then
        (x)
        Seller shall have the right, at or prior to the Closing, to pay and discharge
        such equipment leases, financing leases or agreements or similar financing
        instruments and (y) at the Closing Buyer shall pay to Seller, as additional
        purchase price, the amounts (if any) paid by Seller to pay and discharge
        such
        equipment leases, financing leases or agreements or similar financing
        instruments.

      


      (g) Cash
        House Funds, Guest Ledgers and Accounts Receivable.
        All
        cash on hand in the Hotel in cash registers, cashiers’“banks”, and change funds
        as of the Cut-Off Time will be purchased by Buyer and credited (in the amount
        thereof) to Seller and debited (in the amount thereof) to Buyer. All House
        Funds
        shall remain the sole property of Seller and shall be applied and returned
        to
        Seller at the Closing. “House
        Funds”
        shall
        mean cash on hand in the Hotel’s operating accounts and restricted and other
        cash accounts (e.g., payroll accounts, credit card accounts, money market
        accounts, petty cash bank accounts, travel agent commission accounts and
        accounts for excess operating funds) maintained by Seller with respect to
        the
        Hotel as of the Cut-Off Time. All amounts in the Guest Ledger (including
        charges
        for rooms, food, beverage, telephone charges and otherwise) accruing prior
        to
        the Cut-Off Time, shall be purchased by Buyer and credited to Seller (in
        the
        amount thereof), and all amounts in the Guest Ledger accruing after such
        time
        shall belong to Buyer; however, Seller’s credit for the amounts which are
        attributable to the night preceding the Closing Date shall be fifty percent
        (50%) of such amounts. The entire Guest Ledger shall thereupon become the
        property of Buyer. “Guest
        Ledger”
        shall
        mean any accounts of guests of the Hotel who have not checked out as of the
        Cut-Off Time, subject to customary underwriting (i.e., credit card deposits,
        etc.). Buyer shall receive a credit for all prepaid rents and all Advance
        Deposits and advance payments under Guest Bookings, Occupancy Agreements,
        tradeout agreements, discounts, complimentary rooms, coupons and gift
        certificates for use of the Property on and after the Closing Date. Any Advance
        Deposits or advance payments received by Seller from and after the Closing
        with
        respect to Guest Bookings or Occupancy Agreements for dates from and after
        the
        Closing shall be forwarded to Buyer upon receipt by Seller. Seller makes
        no
        representation or warranty concerning, and shall have no liability or obligation
        in connection with, the collectibility of any accounts assigned or transferred
        by Seller to Buyer (and this sentence shall survive the Closing).

      


      (h) Accounts
        Payable and Expenses.
        Subject
        to the following, all unpaid accounts payable due from
        the
        Hotel and all expenses payable by
        the
        Hotel (not including, for instance, accounts payable by, and expenses of,
        guests, patrons, and/or customers) accrued prior to the Closing and relating
        to
        operations of the Property prior to the Closing shall be paid by Seller.
        Buyer
        alone shall be responsible for all accounts payable related to Personal
        Property, Service Contracts, or otherwise to the extent not yet delivered,
        or
        services, to the extent not yet rendered, as of the Closing, providing the
        same
        are incurred in the ordinary course of business, and such Personal Property,
        Service Contracts or other items are delivered and/or such services rendered,
        after the Closing. In addition to the foregoing, all accounts payable and
        expenses relating to operations of the Property after Closing will be paid
        by
        Buyer. Prepaid expenses with respect to all such items as of the Closing
        Date
        shall be prorated and credited to Seller. 

      


      
        
          
          

        

        
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      (i) Employee
        Compensation.
        Seller
        shall pay all wages and fringe benefits (including accrued vacation pay,
        sick
        pay, payroll taxes and retirement and insurance benefits), if any, of all
        Hotel
        Employees for the period up to but not including the Closing Date. 

      


      10.2 Obligations
        of Tenants.
        Notwithstanding anything to the contrary in Section
        10.1,
        except
        as otherwise provided in this Section 10, no adjustments between Seller and
        Buyer shall be made for any payment of operating expenses which are obligations
        of Tenants under the Leases which have not been paid by such Tenant (unless
        Seller shall have paid such amounts on behalf of such Tenants or Seller shall
        be
        due amounts from such tenants, in which case Buyer and Seller shall adjust
        for
        such items), and Buyer shall look solely to such Tenants for the payments
        of
        such items. 

      


      10.3 Preliminary
        Statement of Prorations and Adjustments; Post-closing Adjustment.
        No
        later than five (5) Business Days before the Closing Date, Seller shall prepare
        and provide to Buyer for its review and comment a preliminary statement of
        the
        prorated and adjusted items set forth above (collectively, the “Prorations”).
        At
        least two (2) Business Days prior to Closing, Buyer and Seller shall agree
        on
        Prorations for the purposes of Closing, subject, however, to a final adjustment
        and review immediately prior to and as of the Cut-Off Time. If the amount
        of any
        prorated item or adjusted item is not known at the Closing, the parties agree
        that such items shall be prorated at the Closing upon the basis of the best
        information available, and shall be adjusted when the actual amount(s) of
        such
        items are known, with appropriate charges and credits to be made. Not
        later
        than thirty (30) days after the Closing Date, Buyer and Seller shall review
        all
        of the amounts and calculations made with respect to the Closing Date
        Adjustment, and any final correction shall be made to the Closing Date
        Adjustment, and Seller and Buyer at that time shall settle any funds owed
        to
        each other. 

      


      10.4 No
        apportionment shall be made of any insurance premiums, nor will any insurance
        policies benefiting or relating to Seller or the Property be assigned to
        Buyer.

      


      10.5 The
        provisions of this Section
        10
        shall
        survive the Closing. 

      


      Section
        11 Additional
        Covenants. 

      


      11.1 Past
        Due
        Rents and Accounts Receivable.
        The
        past due rents and accounts receivable on the Closing Date (except for Guest
        Ledger receivables purchased by Buyer pursuant to Section
        10.1 above)
        shall remain the sole property of Seller. Buyer (without charge to Seller)
        shall
        use commercially reasonable efforts to collect, on Seller’s behalf, delinquent
        rents or accounts receivable accrued during the month in which Closing occurs;
        provided,
        however, that,
        after
        the Closing, the rents and accounts receivable received by Buyer shall be
        applied first to current balances due from such payors, then to delinquent
        balances due Buyer from such payors and then to amounts due Seller from such
        payors for the month in which the Closing occurred (less reasonable costs
        and
        legal fees incurred in collection thereof). If Seller receives any rent or
        other
        sums due under any Leases or accounts receivable attributable to the period
        of
        time from and after the Closing Date, Seller shall pay over to Buyer any
        such
        amounts upon the later to occur of the Closing or Seller’s receipt thereof. The
        provisions of this Section
        11.1
        shall
        survive the Closing.

      


      11.2 Intentionally
        omitted. 

      


      11.3 Intentionally
        omitted. 

      


      
        
          
          

        

        
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      11.4 Permits.
        (a) Buyer
        shall be fully responsible for and shall pay all costs and fees required
        to be
        paid in connection with transfer of any and all Permits currently held by
        Seller, and shall pay all transfer and license fees in connection therewith,
        as
        well as applying for and obtaining any and all new licenses, permits,
        certificates and/or approvals necessary or appropriate in connection with
        the
        operation of the Property and the consummation of the purchase and sale of
        the
        Property. Buyer shall prosecute its applications in accordance with the rules
        and procedures set forth under applicable law. Seller shall, at the sole
        cost
        and expense of Buyer, cooperate in a reasonable manner to assist Buyer in
        obtaining the transfer or issuance of such licenses, permits, certificates
        and
        approvals. Buyer acknowledges and agrees that it may not be possible to complete
        such transfers or issuances prior to the Closing, and Seller covenants and
        agrees that it shall cooperate reasonably with Buyer or its management company
        for the continued operation of the Property under the existing Permits to
        the
        extent permitted by applicable law, at the sole cost and expense of Buyer,
        and
        provided that Buyer at Buyer’s sole cost and expense maintains and keeps in
        effect such insurance for the benefit of Seller as Seller may reasonably
        required (and Buyer and Buyer’s
        Principals,
        jointly
        and severally, hereby agree to protect, defend (with counsel reasonably
        acceptable to Seller), indemnify and hold harmless Seller and the other Seller
        Parties from and against any and all liabilities, actions, suits, liens,
        fines,
        penalties, judgments, losses, costs, damages, expenses (including, without
        limitation, reasonable attorneys’ fees and expenses), claims and demands of any
        nature whatsoever suffered or incurred by or made against Seller an/or the
        other
        Seller Parties, arising out of or in any way relating to cooperation and
        continued operation of the Property). Anything in this Agreement to the contrary
        notwithstanding, nothing in this Agreement shall make Buyer’s obligations under
        this Agreement subject to the transferability of any of the Permits to Buyer,
        and Buyer’s obligations under this Agreement shall remain unamended and in full
        force and effect, and the Closing shall take place as provided in this Agreement
        (except that Seller shall not transfer to Buyer any Permit unless it shall
        be
        lawful and permissible for Seller freely to do so), without any abatement
        of or
        credit against the Purchase Price nor to any liability on the part of Seller.
        This paragraph shall not be applicable to the Liquor License, the transfer
        of
        which shall be governed by Section
        11.15.
        

      


      (b) The
        provisions of Section
        11.4(a)
        and any
        other provision of this Agreement to the contrary notwithstanding, in the
        event
        that any governmental or quasi-governmental authority requires a resale
        certificate, certificate of occupancy, certificate of continued occupancy,
        smoke
        detector permit, fire alarm permit, fire sprinkler permit, or any other permit,
        license, certificate or approval in connection with the transfer of the Property
        contemplated by this Agreement, and/or the use or occupancy of the Property
        or
        any part thereof from or after the Closing, including without limitation
        the use
        or occupancy of the catering premises demised pursuant to the Operating Lease
        (“Certificates”),
        Buyer, at Buyer’s sole expense, and in a timely manner, shall be responsible for
        procuring and shall procure all such Certificates and shall be responsible
        for
        making and shall make any repairs, replacements or improvements required
        therefor; and the absence of any such Certificate shall not give rise to
        any
        right on the part of Buyer to omit or fail to close the transaction described
        in
        this Agreement as and when set forth in this Agreement, nor give rise to
        any
        abatement of or credit against the Purchase Price nor to any liability on
        the
        part of Seller; and Buyer and Buyer’s Principals, jointly and severally, shall
        indemnify, defend (with counsel reasonably acceptable to Seller) and hold
        harmless Seller and the other Seller Parties from and against any and all
        claims, demands, losses, fines, penalties, costs, expenses (including attorney's
        fees and expenses), liabilities and obligations which Seller and/or the other
        Seller Parties may suffer or incur by as a result of the failure or omission
        of
        Buyer to obtains all such Certificates same in a timely manner (and the
        provisions hereof shall survive the Closing). Nothing herein or otherwise
        in
        this Agreement shall condition the obligations of Buyer under this Agreement
        upon the issuance or obtainment of any such Certificates, and notwithstanding
        the lack of issuance or obtainment of any thereof, Buyer shall remain fully
        liable and obligated as provided in this Agreement.
        

      


      (c) The
        provisions of this Section
        11.4
        shall
        survive the Closing.

      


      
        
          
          

        

        
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      11.5 Liquor
        License.
        Without
        limiting the generality of the foregoing provisions of Section
        11.4,
        prior to
        the Closing Date Buyer, at Buyer’s sole cost and expense, shall file or cause to
        be filed an appropriate application with the New Jersey State Liquor Authority
        (and any other appropriate authority) for approval authorizing Buyer (and/or,
        as
        directed by Buyer, the tenant under the Operating Lease) to acquire, at the
        Closing, pursuant to the Assignment and Assumption of Ownership Interests,
        the
        ownership interests in and to Wilshire Hospitality Services, LLC and Wilshire
        Hospitality Services II, LLC,
        to each
        of which entities was issued, at Seller’s request, one of the two liquor
        licenses (collectively, the
        “Liquor
        License”) for
        the
        Hotel
        (excluding the catering facility) and the catering facility (not
        including any liquor license owned or held by, or leased to, the tenant under
        the Restaurant Lease or any other Lease,; and
        such
        applications shall be prosecuted by Buyer with due diligence. Buyer shall
        be
        solely responsible for obtaining such approval and authorization. Buyer
        shall proceed in an expeditious manner and register and qualify Buyer and,
        if
        applicable, the tenant under the Operating Lease, to do business in the State
        of
        New Jersey and take other steps for license processing and/or authorization
        as
        soon as
        possible, but, to the extent lawful and permissible, Seller will reasonably
        cooperate with Buyer (at the sole cost and expense of Buyer, except that
        Buyer
        shall not be responsible for the payment of any legal fees of Seller in
        connection therewith) to assist Buyer in securing such authorization
        expeditiously. The parties acknowledge that federal and state tax clearances
        are
        required for either transfer of the existing Liquor License or a new license
        and, if applicable, the parties shall secure and exchange such certificates
        on a
        timely basis. Anything
        in this Agreement to the contrary notwithstanding, nothing in this Agreement
        shall make Buyer’s obligations under this Agreement subject to the
        transferability of the Liquor License or to the issuance to Buyer and/or
        the
        tenant under the Operating Lease of a liquor license or to the assignability
        or
        assignment to Buyer (and/or the tenant under the Operating Lease) of the
        ownership interests in and to Wilshire Hospitality Services, LLC and/or Wilshire
        Hospitality Services II, LLC, and notwithstanding that any such liquor license
        may not be issued or transferred to Buyer (and/or the tenant under the Operating
        Lease), or that such ownership interests may not be transferable or transferred
        to Buyer (and/or the tenant under the Operating Lease), or that any liquor
        license shall not have been issued to Buyer (and/or the tenant under the
        Operating Lease), Buyer’s obligations under this Agreement shall remain
        unamended and in full force and effect, and the Closing shall take place
        as
        provided in this Agreement (except that Seller shall not transfer to Buyer
        (and/or the tenant under the Operating Lease) the ownership interests unless
        it
        shall be lawful and permissible for Seller freely to do so), without any
        abatement of or credit against the Purchase Price nor any liability on the
        part
        of Seller. Anything in this Agreement to the contrary notwithstanding, Buyer
        acknowledges that Seller shall have the right, at any time, and at Seller’s sole
        option, to deactivate and/or “pocket” the liquor license applicable to the
        catering facility at the Property and to take all steps and actions reasonably
        deemed appropriate by Seller in connection therewith.  

      


      11.6 Leases.
        At the
        Closing, Buyer shall assume all of the Leases then in effect, pursuant to
        the
        Assignment and Assumption of Leases. Notwithstanding anything to the contrary
        contained in this Agreement, Seller reserves the right, but is not obligated,
        to
        institute summary proceedings and/or any other proceedings against any tenant
        (including without limitation the Restaurant Tenant and/or the Operating
        Tenant)
        as a result of a default by the tenant thereunder prior to the Closing Date.
        Seller makes no representations and assumes no responsibility with respect
        to
        the continued occupancy of the Property or any part thereof by any tenant
        (including without limitation the Restaurant Tenant) and Seller may terminate
        any Lease (including without limitation the Restaurant Lease and/or the
        Operating Lease) prior to Closing. Further, Buyer agrees that it shall not
        be
        grounds for Buyer’s refusal to close this transaction that any tenant including
        without limitation the Restaurant Tenant) is a holdover tenant or in default
        under its Lease on the Closing Date and Buyer shall accept title subject
        to such
        holding over or default without credit against, or reduction of, the Purchase
        Price. Buyer and Buyer’s Principals, jointly and severally, shall indemnify,
        defend (with counsel reasonably acceptable to Seller) and hold Seller and
        the
        other Seller Parties harmless from and against all claims, damages, losses,
        liability, costs and expenses (including reasonable attorneys’ fees) incurred by
        Seller and/or the other Seller Parties in connection the failure of Buyer,
        as
        landlord, to perform any obligations under the Leases from and after the
        Closing
        Date. Seller shall indemnify, defend (with counsel reasonably acceptable
        to
        Buyer) and hold Buyer harmless from and against all claims, damages, losses,
        liability, costs and expenses (including reasonable attorneys’ fees) incurred by
        Buyer and/or the other Buyer Parties in connection with the failure of Seller
        to
        perform any obligations as landlord under the Leases prior to the Closing
        Date
        and accruing during Seller’s period of ownership of the Property; and this
        indemnification obligation of Seller shall survive the Closing for a period
        of
        twelve months. Except as otherwise herein provided, the provisions of this
        Section
        11.6
        shall
        survive Closing or the earlier termination of this Agreement.

      


      
        
          
          

        

        
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      11.7 Hotel
        Employees.
        Immediately prior to Closing, Seller shall terminate all Hotel employees
        of
        Seller, if any, and cause Seller’s Manager to terminate all Hotel employees of
        Seller’s Manager. Except for the Strauss Employment Agreement, Buyer shall have
        no obligation to re-hire (or cause its manager to re-hire) such employees
        and
        shall not have any liability with respect to the termination of such employees;
        provided,
        however,
        that
        Buyer agrees that it shall offer employment (or cause its manager to offer
        employment) to a sufficient number of Hotel employees such that Seller shall
        not
        incur any liability under the Worker’s Adjustment and Retraining Notification
        Act, 29 U.S.C. Sections 2201, et. seq., or any similar state or local plant
        closing law (collectively, “WARN Acts”), if applicable Prior to the Closing
        Date, Buyer (or its manager) shall deliver written notice to those Hotel
        employees it wishes to re-hire stating that Buyer (or its manager) is continuing
        to employ such Hotel employee following the Closing Date. During
        the thirty (30) day period prior to Closing, Buyer may interview Seller’s
        employees concerning continued employment following the transfer of the Hotel
        and transition matters related thereto, provided that Buyer shall give Seller
        reasonable advance notice thereof and Seller shall have the right to have
        a
        representative present during any such interview but the interview may be
        conducted notwithstanding the failure of a Seller’s representative to be
        present. Anything in this Agreement to the contrary notwithstanding, Buyer
        agrees, from and after the Closing, at Buyer’s sole expense, to comply with all
        applicable obligations, provisions and requirements, if any, of the Consolidated
        Omnibus Budget Reconciliation Act of 1986, as same may have been or may be
        amended, and all rules and regulations relating thereto (collectively, “COBRA”)
        in connection with all Hotel employees terminated by Seller pursuant to this
        provision, including, without limitation, all obligations to offer insurance
        to
        terminated employees. Buyer and Buyer’s Principals, jointly and severally, shall
        protect, defend (with counsel reasonably acceptable to Seller), indemnify,
        and
        hold harmless Seller and the other Seller Parties from and against any and
        all
        liabilities, actions, suits, mechanics’ liens, judgments, losses, costs,
        damages, expenses (including, without limitation, reasonable attorneys’ fees and
        expenses), claims and demands of any nature whatsoever suffered or incurred
        by
        or made against Seller and/or such other Seller Parties, arising out of or
        in
        any way relating to (i) any failure by Buyer to perform its obligations under
        this Section 11.7, including, without limitation, in connection with COBRA,
        and/or (ii) any decision by Buyer to hire or rehire, or not to hire or rehire,
        any employees at the Hotel, or any action by Buyer in connection with such
        decision to hire, rehire, or not to hire or rehire, including, without
        limitation, any liability or obligation Seller my incur in connection with
        the
        WARN Act. This Section
        11.7
        shall
        survive the Closing or earlier termination of this Agreement. 

      


      11.8 Guest
        Bookings.
        In
        accordance with this Agreement, Buyer will honor, for its account, all transient
        reservations for Guest Bookings for the Property now or hereafter existing
        and
        all Advance Deposits made thereunder (to the extent credited to Buyer) for
        periods from and after the Closing provided such Guest Bookings and Advanced
        Deposits were made or procured in accordance with the provisions of Section
        8
        hereof.
        The provisions of this Section
        11.8
        shall
        survive the Closing. 

      


      11.9 Indemnity.
        Buyer
        and Buyer’s Principals, jointly and severally, agree to indemnify, defend (with
        counsel reasonably acceptable to Seller) and hold Seller and the other Seller
        Parties harmless from and against any and all losses, costs, liens, claims,
        liabilities or damages (including, but not limited to, reasonable attorneys’
        fees and disbursements) arising from or relating to a breach of Buyer’s
        obligations under Section
        11
        and/or
        the termination by Buyer of any of the Hotel employees. Seller agrees to
        indemnify, defend (with counsel reasonably acceptable to Buyer) and hold
        Buyer
        and the other Buyer Parties harmless from and against any and all losses,
        costs,
        liens, claims, liabilities or damages (including, but not limited to, reasonable
        attorneys’ fees and disbursements) arising from or relating to a breach of its
        obligations under Section
        11
        and/or
        the termination by Seller of any of the Hotel employees, except to the extent
        of
        the obligations of Buyer pursuant Section 11.7). This Section
        11.9
        shall
        survive the Closing or termination of this Agreement. 

      


      
        
          
          

        

        
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      11.10 Antitrust
        Notification.
        If
        applicable, Buyer and Seller shall, promptly following the execution of this
        Agreement, file with the appropriate governmental agencies the notification
        and
        report form required for the transactions contemplated hereby, and any
        supplemental information which may be reasonably requested in connection
        therewith, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of
        1976,
        as amended and the rules and regulations promulgated thereunder. 

      


      Section
        12. Post-Closing
        Access to Records. After the Closing, upon reasonable written notice, Buyer
        will
        make available to Seller and its representatives during normal business hours
        any of its books, contracts and records relating to the Hotel in connection
        with
        tax, personnel, litigation or other matters for any period prior to the Closing
        and will permit Seller at its expense to make copies thereof, provided, however,
        that Seller will maintain the confidentiality of these documents to the extent
        possible in the context of the proceedings for which the documents are required.
        The provisions of this Section 12 shall survive the Closing.

      


      Section
        13. Seller’s
        Disclaimers; Buyer’s Indemnification. 

      


      13.1 Seller’s
        Disclaimers; Condition of Property.
        (a)
        Buyer acknowledges that it has had full opportunity to inspect the Property
        and
        review such documents and records as it deems necessary or appropriate
        concerning the Property, including, without limitation, the condition of
        the
        soil, subsoil, surface or other physical condition of the Property; the
        existence or nonexistence of hazardous or toxic materials, wastes or substances;
        archeological matters; the fitness or suitability of the Property for
        any particular
        use or purpose; applicable restrictive covenants, governmental laws, rules,
        regulations, and limitations; the zoning, subdivision, use, density, location
        or
        development of the Property; the necessity or availability or unavailability
        of
        any rezoning, zoning variances, conditional use permits, special management
        area
        permits, building permits, time sharing or vacation ownership approvals,
        environmental impact statements, certificates of occupancy and other
        governmental permits, approvals or acts; the physical condition of the Property,
        including, without limitation, the structural elements, foundation, roof,
        appurtenances, access, landscaping, whirlpool spa (if any), swimming pool
        (if
        any) and other recreational equipment (if any), and the electrical, mechanical,
        HVAC, plumbing, sewage and utility systems, facilities and appliances (if
        any);
        the Property’s compliance or non-compliance with any building code, OSHA,
        Americans with Disabilities Act, as amended, and other laws, statutes,
        regulations or ordinances; the size, dimension, or topography of the Property;
        any surface, soil, geologic, drainage, flooding or groundwater conditions
        or
        other physical conditions and characteristics of or affecting the Property
        or
        adjoining land, such as aircraft overflight, traffic, drainage, flooding,
        air,
        hazardous swimming conditions (if any), and its investment value or resale
        value. Except for the express representations, warranties, covenants of Seller
        contained in this Agreement upon which Buyer is expressly permitted to rely,
        the
        Property is being sold “AS
        IS”
        as of
        the Closing Date. Neither
        Seller’s Manager, employees, agents, nor any other person is authorized to make
        any representations about the state, condition or use of the Property, and
        any
        such statements are not to be attributed to Seller. Buyer acknowledges that
        neither Seller, Seller’s Manager, nor any of its or their agents or
        representatives has made any representations or held out any inducements
        to
        Buyer, except as expressly provided in this Agreement, and Seller hereby
        specifically disclaims any representation, oral or written, past, present
        or
        future, other than those specifically set forth herein. 

      


      
        
          
          

        

        
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      (a) Without
        limiting the generality of the foregoing, Buyer acknowledges and agrees that
        Buyer has not relied on any representations or warranties, and neither Seller
        nor Seller’s Managers, nor any of its or their agents or representatives has or
        is willing to make any representations or warranties, express or implied,
        other
        than as may be expressly set forth herein, as to (i) the status of title
        to the
        Property, (ii) the actual or projected income or operating expenses of the
        Property, (iii) the Contracts, (iv) the Leases, (v) the current or future
        real
        estate tax liability, assessment or valuation of the Property; (vi) the
        potential qualification of the Property for any and all benefits conferred
        by
        any Legal Requirements whether for subsidies, special real estate tax treatment,
        insurance, mortgages or any other benefits, whether similar or dissimilar
        to
        those enumerated; (vii) the compliance of the Property in its current or
        any
        future state with applicable Legal Requirements or any violations thereof,
        including, without limitation, those relating to access for the handicapped,
        environmental or zoning matters, and the ability to obtain a change in the
        zoning or a variance in respect to the Property’ non-compliance, if any, with
        zoning laws; (viii) the nature and extent of any right-of-way, lease,
        possession, lien, encumbrance, license, reservation, condition or otherwise;
        (ix) the availability of any financing for the purchase, alteration,
        rehabilitation or operation of the Property from any source, including, without
        limitation, any government authority or any lender; (x) the current or future
        use of the Property, including, without limitation, the Property’ use for hotel,
        catering and/or restaurant purposes; (xi) the present and future condition
        and
        operating state of any Personal Property and the present or future structural
        and physical condition of the improvements, their suitability for rehabilitation
        or renovation, or the need for expenditures for capital improvements, repairs
        or
        replacements thereto; or (xii) the status of the market for hotel, catering
        and/or restaurant facilities in the area in which the Property is located.
        Buyer
        acknowledges and agrees that (i) the Property Information delivered or made
        available to Buyer by Seller or any of its agents or representatives may
        have
        been prepared by third parties and may not be the work product of Seller;
        (ii)
        Seller has not made any independent investigation or verification of, or
        has any
        knowledge of, the accuracy or completeness of, the Property Information;
        (iii)
        the Property Information delivered or made available to Buyer and Buyer’s
        representatives is furnished to each of them at the request, and for the
        convenience of, Buyer; (iv) except for Seller’s representations and warranties
        set forth herein, Buyer is relying solely on its own investigations,
        examinations and inspections of the Property and those of Buyer’s
        representatives; (v) except as may be expressly set forth to the contrary
        in
        this Agreement, Seller expressly disclaims any representations or warranties
        with respect to the accuracy or completeness of the Property Information
        and
        Buyer releases Seller and Seller’s agents and representatives, from any and all
        liability with respect thereto

      


      (b) The
        provisions of this Section
        13.1
        shall
        survive the Closing.

      


      13.2 Buyer’s
        Indemnification.
        Buyer
        and Buyer’s Principals, jointly and severally, shall indemnify and defend (with
        counsel reasonably acceptable to Seller) and hold Seller and the other Seller
        Parties harmless from and against any and all claims, demands, causes of
        action,
        liability, damages, losses, fines, penalties, taxes, costs or expenses
        (including, without limitation, reasonable attorneys’ fees) which, whether
        insured against or not, may be asserted against, reasonably incurred by or
        paid
        by Seller and/or the other Seller Parties in connection with, by reason of,
        or
        arising out of (1) any transaction, contract, act, activity, event or occurrence
        relating to the Property or its use or operation, occurring, accruing or
        entered
        into after the Closing Date and/or (2) any item, obligation, matter or agreement
        which this Agreement expressly provides shall be assumed by Buyer or accepted
        or
        taken “subject to” by Buyer, and/or (3) any act or negligence by Buyer or any of
        the Buyer Parties at or respecting the Property, whether occurring or accruing
        prior to, on or after the Closing Date. In the event that Seller and/or any
        of
        the other Seller Parties shall be entitled to indemnification pursuant to
        the
        provisions of this Section
        13.2,
        such
        indemnification shall be in addition to and not in lieu of any other remedies
        Seller may have at law or equity. The provisions of this Section
        13.2
        shall
        survive the Closing. 

      


      
        
          
          

        

        
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      13.3 Seller’s
        Indemnification.
        Subject
        to the disclaimers and provisions set forth in Section
        13.1,
        Seller
        shall indemnify and defend (with counsel reasonably acceptable to Buyer)
        hold
        Buyer and the other Buyer Parties harmless from and against any and all claims,
        demands, causes of action, liability, damages, losses, fines, penalties,
        taxes,
        costs or expenses (including, without limitation, reasonable attorneys’ fees)
        which, whether insured against or not, may be asserted against, reasonably
        incurred by or paid by Buyer and/or the other Buyer Parties in connection
        with,
        by reason of, or arising out of any transaction, contract, act, activity,
        event
        or occurrence relating to the Property or its use or operation, occurring
        or
        entered into only during the period of Seller’s ownership of the Property prior
        to the Closing Date, and specifically excluding (x) any obligation, matter,
        claim, thing, agreement or liability to be assumed by Buyer pursuant to this
        Agreement or subject to which Buyer shall purchase the Property pursuant
        to this
        Agreement, (y) any obligation or liability of any Tenant under any of the
        Leases
        and/or (z) any act or negligence by Buyer or any of the Buyer Parties at
        or
        respecting the Property, whether occurring or accruing prior to, on or after
        the
        Closing Date. In the event that Buyer and/or any of the other Buyer Parties
        shall be entitled to indemnification pursuant to the provisions of this
Section
        13.3,
        such
        indemnification shall be in addition to and not in lieu of any other remedies
        Buyer may have at law or equity. The provisions of this Section
        13.3
        shall
        survive the Closing. 

      


      Section
        14. Default
        and Remedies. 

      


      14.1 Events
        of
        Default.
        Any of
        the following shall constitute an “Event
        of
        Default”
        under
        this Agreement:

      


      (a) Buyer
        shall fail to pay or deposit with Seller the monies representing the Fund,
        the
        Additional Contract Deposit, or the Purchase Price Balance when due under
        this
        Agreement; or Buyer shall fail to pay or deposit with Seller any other sum
        of
        money
        when due if same is due on the Closing Date under this Agreement; or
Buyer
        shall fail to pay or deposit with Seller the any other sum of
        money
        within two (2) Business Days after the date due under this
        Agreement;

      


      (b) Tenant
        under the Operating Lease shall default under the Operating Lease beyond
        the
        applicable notice and cure period, if any; or there shall occur any of the
        events described in Section 9.01 of the Operating Lease; or

      


      (c)
         Seller
        or
        Buyer shall, fail to observe or perform, in a material manner, any other
        material term or provision to be observed or performed by such party under
        this
        Agreement and such default shall not be cured by the first to occur of the
        following dates: (i) five (5) days after written notice is received by the
        defaulting party informing such party of the default, or within such longer
        period of time as may be reasonably necessary to cure such default provided
        that
        the defaulting party has taken steps in good faith within such period to
        remedy
        such default and is continuing to so act with diligence and continuity, or
        (ii)
        the Scheduled Closing Date, as such Scheduled Closing Date may be adjourned
        by
        the defaulting party in accordance with the provisions of this Agreement;
        provided, however, that if Seller or Buyer shall fail to observe or perform
        any
        term or provision to be observed or performed by such party under this Agreement
        on any date as to which this Agreement expressly provides that time is of
        the
        essence as against such party in respect of such observance or performance,
        then
        it shall be an Event of Default as respects such party if such party fails
        to
        observe or perform such term or provision to be observed or performed by
        such
        party on the date as to which time is of the essence as against such party.
        

      


      14.2 Remedies
        of Buyer.
        (a) If
        any
        Event of Default shall occur with respect to Seller and Buyer is not in default
        under this Agreement on or prior to the Closing, then Buyer’s sole and exclusive
        remedy shall be, and Buyer shall be entitled, to either (a) receive a refund
        of
        the Contract Deposit, upon which refund this Agreement shall thereupon be
        terminated and become void and of no further effect, and neither party hereto
        shall have any obligations of any nature to the other hereunder or by reason
        hereof, except for those obligations and liabilities that are expressly stated
        to survive termination of this Agreement, or (b) seek specific performance
        of
        Seller’s obligations hereunder, provided that any such action for specific
        performance must be commenced within thirty (30) days after such default;
        provided that such specific performance shall be limited to the right to
        compel
        Seller to convey to Buyer such title as Seller is able to convey without
        incurring any material expense to cure any Title Objections, or any other
        defect
        in (1) title (except for Seller’s obligations to cure certain liens pursuant to
Section
        6.2(b))
        or (2)
        any other matter in respect of the Property or this Agreement; but Buyer
        shall
        not be entitled to avail itself of any remedy at law or equity to recover
        monetary damages from Seller arising from a default or Event of Default by
        Seller (and the provisions of this clause prohibiting Buyer from availing
        itself
        of any remedy to recover monetary damages shall survive the Closing and/or
        the
        termination of this Agreement). This Section
        14.2
        sets
        forth remedies for failure to close and it not intended to apply to or limit
        remedies Buyer may have with respect to indemnities specifically provided
        by
        Seller in this Agreement or in respect of any other obligation of Seller
        which
        survives Closing or termination pursuant to this Agreement; and if any Event
        of
        Default shall occur with respect to Seller after the Closing Date, then Buyer
        may exercise all remedies available under applicable law and/or
        equity.

      


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      (b) Anything
        in this Agreement to the contrary notwithstanding (including, without
        limitation, the immediately preceding Section
        14.(a))
        if, (1)
        at or prior to the Closing, Buyer discovers (or by use of due diligence in
        reviewing the Property and the transaction would have discovered) or is given
        written notice by Seller of an occurrence, condition or fact which would
        constitute a material breach of a representation or warranty on the part
        of
        Seller hereunder, or that such representation or warranty otherwise is
        materially untrue or incorrect and (2) such material breach or material untruth
        or incorrectness of such representation or warranty, by the express terms
        of
        this Agreement, entitles Buyer to terminate this Agreement, then, in such
        event,
        the sole remedy of Buyer shall be to either (a) receive a refund of the Contract
        Deposit, upon which refund this Agreement shall thereupon be terminated and
        become void and of no further effect, and neither party hereto shall have
        any
        obligations of any nature to the other hereunder or by reason hereof, except
        for
        those obligations and liabilities that are expressly stated to survive
        termination of this Agreement, or (b) complete the purchase (with no reduction
        in or abatement of the Purchase Price and no liability on the part of Seller
        in
        respect of such breach, untruth or incorrectness of such representations
        and
        warranties); and if Buyer shall so complete the purchase then Buyer irrevocably
        shall be deemed to have waived any and all claims, remedies, actions and/or
        suits against Seller by reason of the breach of or untruth or incorrectness
        of
        such representations and warranties (and this waiver by Buyer shall survive
        the
        Closing); provided, however, if, and only if, Seller shall have intentionally,
        willfully and knowingly breached a warranty or representation on the part
        of
        Seller hereunder with the intent and purpose of avoiding its obligations
        under
        this Agreement, then Buyer shall be entitled to the remedy provided to Buyer
        under the first sentence of Section
        14.2(a)
        hereof.

      


      14.3 Seller’s
        Remedy.
        If any
        Event of Default shall occur with respect to Buyer prior to the Closing and
        Seller is not in default under this Agreement, then Seller shall be entitled
        to
        receive the Contract Deposit and the Fund Improvements, as liquidated damages,
        as Seller’s sole and exclusive remedy for any default, and this Agreement shall
        thereupon be terminated and become void and of no further effect, and neither
        party hereto shall have any obligations of any nature to the other hereunder
        or
        by reason hereof, except for those obligations and liabilities that are
        expressly stated to survive termination of this Agreement. Buyer acknowledges
        that the aggregate of the Contract Deposit and the value of the Fund
        Improvements represents a reasonable estimate of Seller’s damages. The parties
        agree that it would be impractical and extremely difficult to fix actual
        damages
        suffered by Seller as a result of Buyer’s failure to complete the purchase of
        the Property pursuant to this Agreement, and that under the circumstances
        existing as of the date of this Agreement, the liquidated damages provided
        for
        in this Section
        14.3
        represent a reasonable estimate of the damages which Seller will incur as
        a
        result of such failure. This Section
        14.3
        sets
        forth remedies for failure to close and it not intended to apply to or limit
        remedies Seller may have with respect to indemnities specifically provided
        by
        Buyer and/or the Buyer Principals in this Agreement or in respect of any
        other
        obligation of Buyer and/or the Buyer Principals which survives Closing or
        termination pursuant to this Agreement; and if any Event of Default shall
        occur
        with respect to Buyer after the Closing Date, then Seller may exercise all
        remedies available under applicable law and/or equity.

      


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

      Section
        15. ISRA.

      


      15.1 As
        an
        additional condition precedent to Seller’s obligation to sell the Property
        pursuant to this Agreement, Seller shall have received from the Industrial
        Site
        Evaluation Element or its successor, of the New Jersey Department of
        Environmental Protection or its successor (“NJDEP”),
        no
        later than the Scheduled Closing Date, either: (a) a non-applicability letter;
        (b) a de minimus quantity exemption; (c) approval of Seller’s negative
        declaration; or (d) approval of Seller’s remedial action work plan (any of the
        foregoing, an “ISRA
        Compliance Instrument”);
        for
        any one or more of which Seller (at Seller’s sole discretion) shall promptly
        apply pursuant to the Industrial Site Recovery Act, N.J.S.A. 13:1K-6
et seq.,
        the
        regulations promulgated thereunder and any amending or successor legislation
        and
        regulations (“ISRA”).
        If
        none of the four conditions are met by the date set forth above, or if Seller
        determines prior to the closing of title that the cost of compliance with
        the
        provisions of this Section, including without limitation the cost of any
        sampling, analysis, remediation and professional fees, shall exceed the sum
        of
        Five Thousand Dollars ($5,000.00) or be reasonably expected to exceed that
        sum,
        then Seller may terminate this Agreement on notice to Buyer, in which event
        the
        Contract Deposit shall be promptly refunded to Buyer and this Agreement shall
        thereupon be deemed terminated and become void and of no further effect,
        and
        neither party hereto shall have any obligations of any nature to the other
        hereunder or by reason hereof, except for those provisions that expressly
        survive such termination. Anything in this Agreement to the contrary
        notwithstanding, Seller shall have no obligation to incur any expense, liability
        or obligation in excess of Five Thousand Dollars ($5,000.00) in the aggregate
        to
        obtain a “letter of non-applicability, a de minimus quantity exemption, or a no
        further action letter, or to obtain approval of Seller’s negative declaration,
        or otherwise to comply with the requirements of ISRA and/or obtain an ISRA
        Compliance Instrument (it being agreed that Seller’s failure to obtain an ISRA
        Compliance Instrument shall not be a default by Seller under this Agreement),
        and Seller shall have no obligation to close title or to convey the Premises
        in
        violation of any of the requirements of ISRA).

      


      Section
        16. Miscellaneous
        Provisions. 

      


      16.1 Attorney’s
        Fees.
        In any
        action to enforce the provisions of this Agreement, the prevailing party
        will be
        entitled to payment by the non-prevailing party of its reasonable attorneys’
        fees and expenses; and this provision shall survive termination of this
        Agreement and/or the Closing. 

      


      16.2 No
        Waiver.
        No
        failure by Buyer or Seller to insist upon strict performance by the other
        party
        of any of the terms and provisions of this Agreement shall constitute or
        be
        deemed to be a waiver of any such term or provision, or constitute an amendment
        or waiver of any such term or provision by course of performance, and Buyer
        or
        Seller, notwithstanding any such failure to insist upon strict performance,
        shall have the right thereafter to insist upon the strict performance by
        the
        other party of any and all the terms and provisions of this Agreement. Buyer
        or
        Seller may in its sole and absolute discretion waive only in writing any
        condition set forth in this Agreement which is for such waiving party’s sole
        benefit, in which event the other party shall be obligated to close the purchase
        of the Property upon all of the remaining terms of this Agreement.

      


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

      16.3 Survival
        of Terms.
        Only
        those agreements and obligations of the parties set forth in this Agreement
        that
        are expressly stated to survive the Closing shall continue thereafter to
        be
        binding upon and inure to the benefit of the parties hereto, and their
        respective successors and permitted assigns.

      


      16.4 Risk
        of
        Loss/Eminent Domain.
        

      


      (a) If,
        prior
        to the Closing, a Non-Material Taking (as hereinafter defined) occurs, then
        (i)
        Seller shall notify Buyer of such fact, (ii) Buyer shall not have any right
        or
        option to terminate this Agreement and this Agreement shall continue in effect,
        (iii) at the Closing, Buyer shall accept the Property subject to such
        Non-Material Taking or so much of the Property as remains after such
        Non-Material Taking, as the case may be, with no abatement of the Purchase
        Price, and (iv) at the Closing, Seller shall assign and turn over to Buyer,
        and
        Buyer shall be entitled to receive and keep, all of Seller’s interest in and to
        all awards for such Non-Material Taking. If, prior to the Closing Date, a
        Material Taking (as hereinafter defined) occurs, then (a) Seller shall notify
        Buyer of such fact and (b) either party shall have the right to terminate
        this
        Agreement by delivering notice of such termination to the other party on
        or
        before the earlier of the Closing Date or the date thirty (30) days after
        Buyer
        receives such notice from Seller. If a party fails to exercise such termination
        right within such thirty (30) day (or shorter) period, such party shall be
        deemed to have waived such termination right, in which event (x) such party
        shall not have any right or option to terminate this Agreement due to such
        Material Taking and this Agreement shall continue in effect (unless the other
        party has exercised its termination right in a due and timely manner), (y)
        at
        the Closing, Buyer shall accept the Property subject to such Material Taking
        or
        so much of the Property as remains after such Material Taking, as the case
        may
        be, with no abatement of the Purchase Price, and (z) at the Closing, Seller
        shall assign and turn over to Buyer, and Buyer shall be entitled to receive
        and
        keep, all of Seller’s interest in and to all awards for such Material Taking. In
        the event that a party delivers a notice of termination within such ten (10)
        day
        (or shorter) period, the Contract Deposit shall be promptly refunded to Buyer
        and this Agreement shall thereupon be deemed terminated and become void and
        of
        no further effect, and neither party hereto shall have any obligations of
        any
        nature to the other hereunder or by reason hereof, except for those provisions
        that expressly survive such termination. Anything herein to the contrary
        notwithstanding, Seller shall be entitled to keep and retain as its sole
        property the proceeds of any rent or business interruption insurance maintained
        by or for Seller.

      


      (b) If,
        prior
        to the Closing Date, a Non-Material Casualty (as hereinafter defined) occurs,
        then (i) Seller shall notify Buyer of such fact, (ii) Buyer shall not have
        any
        right or option to terminate this Agreement and this Agreement shall continue
        in
        effect, (iii) at the Closing Buyer shall accept the Property in the then
“as is”
        condition of such Property with no abatement of the Purchase Price, and (iv)
        at
        the Closing, Seller shall assign and turn over to Buyer all of Seller’s interest
        in and to all insurance proceeds payable in connection with such Non-Material
        Casualty or shall deliver to Buyer any such proceeds or awards actually
        theretofore paid, in each case less any Reimbursable Amounts (as hereinafter
        defined), plus the amount of any deductible. If, prior to the Closing Date,
        a
        Material Casualty (as hereinafter defined) occurs, then (a) Seller shall
        notify
        Buyer of such fact and (b) either party shall have the right to terminate
        this
        Agreement by delivering notice of such termination to the other party on
        or
        before the earlier of the Closing Date or the date thirty (30) days after
        Buyer
        receives such notice from Seller. If a party fails to exercise such termination
        right within such thirty (30) day (or shorter) period, such party shall be
        deemed to have waived such termination right, in which event (x) such party
        shall not have any right or option to terminate this Agreement due to such
        Material Casualty and this Agreement shall continue in effect (unless the
        other
        party has exercised its termination right in a due and timely manner), (y)
        at
        the Closing Buyer shall accept the Property in the then “as is” condition of the
        Property with no abatement of the Purchase Price, and (z) at the Closing,
        Seller
        shall assign and turn over to Buyer all of Seller’s interest in and to all
        insurance proceeds payable in connection with such Material Casualty or shall
        deliver to Buyer any such proceeds or awards actually theretofore paid, in
        each
        case less any Reimbursable Amounts, plus the amount of any deductible. In
        the
        event that a party delivers a notice of termination within such thirty (30)
        day
        (or shorter) period, the Contract Deposit shall be promptly refunded to Buyer
        and this Agreement shall thereupon be deemed terminated and become void and
        of
        no further effect, and neither party hereto shall have any obligations of
        any
        nature to the other hereunder or by reason hereof, except for those provisions
        that expressly survive such termination. Anything herein to the contrary
        notwithstanding, Seller shall be entitled to keep and retain as its sole
        property the proceeds of any rent or business interruption insurance maintained
        by or for Seller.

      


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      (c) Notwithstanding
        anything to the contrary set forth in this Agreement, (i) Seller shall have
        no
        obligation to repair any damage or destruction to the Property caused by
        any
        Casualty or to otherwise restore the Property after any Taking, and Seller
        shall
        have no other obligation or liability of any kind or nature in respect of
        any
        Casualty or Taking affecting the Property, but (ii) Seller shall have the
        right
        to apply the insurance proceeds (or any portions thereof) deriving from a
        Casualty, and/or the award (or any portions thereof) deriving from a Taking,
        toward restoration of the Property following a Casualty or Taking, as the
        case
        may be, and in such event, if the Closing shall occur, Seller shall turn
        over to
        Buyer at the Closing the unapplied portion of such insurance proceeds and
        award
        (together with any insurance deductible, as above provided, and less any
        Reimbursable Amounts, as above provided). In the event Seller shall apply
        such
        proceeds and/or award toward restoration, Seller shall have the right, without
        the consent of Buyer, to utilize such proceeds and/or award to restoration
        of
        the Property as near as commercially reasonable and commercially practicable
        (given, among other considerations, the amount of the proceeds and/or award,
        property taken in a Taking, costs of restoration, commercial availability
        of
        materials and equipment, current building codes, currently prevailing design
        fashion, currently prevailing hotel operating practices and procedures, and
        similar considerations) to the condition of the Property immediately prior
        to
        the Casualty or the Taking; and if Seller desires to make changes to the
        Property in connection with such restoration (other than such changes as
        Seller
        is permitted to make without Buyer’s consent), then the prior written consent of
        Buyer shall be required, but Buyer shall not unreasonably withhold, delay
        or
        condition its consent to any such changes to the Property proposed by Seller
        in
        connection with the restoration following a Casualty or Taking.

      


      (d) As
        used
        herein, the following terms shall have the following meanings:

      


      (i) “Casualty”
        means the destruction of all or a portion of the Property by fire or other
        casualty.

      


      (ii) “Material
        Casualty” means a Casualty which would cost more than Five Hundred Thousand
        Dollars ($500,000.00) to repair, as reasonably estimated by a consultant
        selected by Seller which is reasonably satisfactory to Buyer.

      


      (iii) “Material
        Taking” means a Taking permanently affecting more than twenty-five percent (25%)
        percent of the square footage of the Property, or permanently materially
        and
        adversely affecting access to the Property.

      


      (iv) “Non-Material
        Casualty” means any Casualty other than a Material Casualty.

      


      (v) “Non-Material
        Taking” means any Taking other than a Material Taking.

      


      (vi) “Reimbursable
        Amounts” amounts means amount actually and reasonably incurred or expended by or
        for the account of Seller for the cost of any compliance with laws, protective
        restoration or emergency repairs made by or on behalf of Seller (to the extent
        Seller has not theretofore been reimbursed by its insurance carriers for
        such
        expenditures), and/or actually and reasonably incurred or expended by or
        for the
        account of Seller in connection with adjusting any insurance claim, negotiating
        any award for a Taking, or otherwise obtaining any award for a Taking or
        insurance proceeds for a casualty.

      


      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      (vii) “Taking”
        means any taking of any portion of the Property by condemnation or eminent
        domain.

      


      16.5 Brokerage.
        Seller
        and Buyer each represent to the other that no brokers are involved in the
        transaction described in this Agreement and that no brokerage commissions
        or
        finder’s fees are or will be payable hereunder. If any claim is made by any
        third-party for the payment of any commission or fee, then the party whose
        acts
        gave rise (or are alleged to have given rise) to such claim shall indemnify,
        defend and save harmless the other party for the full amount of such claim
        and
        all other claims, demands, actions, losses, damages, liabilities, costs and
        expenses (including reasonable attorneys’ fees) filed against or incurred by
        such other party as a result of such claim; provided, however, that to the
        extent Buyer is obligated to indemnify Seller hereunder, such indemnification
        obligation shall be an indemnification obligation of Buyer and Buyer’s
        Principals, jointly and severally. The provisions of this Section
        16.5
        shall
        survive the Closing or termination of this Agreement. 

      


      16.6 Governing
        Law.
        This
        Agreement shall be governed by and construed under the laws of the State
        of New
        Jersey. Any legal action hereunder shall be filed in the New Jersey judicial
        system only, and Seller and Buyer hereby unconditionally submit themselves
        to
        the jurisdiction of the courts of the State of New Jersey and the United
        States
        District Court for the District of New Jersey.

      


      16.7 Interpretation
        of Agreement.
        The
        parties acknowledge that both parties have caused this Agreement to be reviewed
        and approved by legal counsel of their own choice. No negotiations concerning
        or
        modifications made to prior drafts of this Agreement shall be construed in
        any
        manner to limit, reduce or impair the rights, remedies, duties and obligations
        of the parties under this Agreement or to restrict or expand the meaning
        of any
        of the provisions of this Agreement. Ambiguities in this Agreement shall
        not
        be
        construed against the party drafting this Agreement, notwithstanding any
        contrary rule of construction or interpretation at law or in equity. This
        Agreement may be executed in any number of counterparts, each of which shall,
        when executed, be deemed to be an original and all of which shall be deemed
        to
        be one and the same instrument. This Agreement may be executed by facsimile
        signatures, which shall be as binding as original signatures.

      


      16.8 Sole
        Agreement; Amendment.
        This is
        the sole and only agreement between the parties and any and all prior oral
        or
        written representations, correspondence, letters of intent and agreements
        are
        merged into and superseded by this Agreement and shall be of no force or
        effect.
        Any modifications of this Agreement must be in writing and signed by the
        parties
        hereto. Nothing in this provision shall waive, terminate or affect the Operating
        Lease, or the references in this Agreement to the Operating Lease.

      


      16.9 Partial
        Invalidity.
        If any
        provision hereof is held invalid or not enforceable to its fullest extent,
        such
        provision shall be enforced to the extent permitted by law, and the validity
        of
        the remaining provisions hereof shall not be affected thereby.

      


      16.10 No
        Joint
        Venture.
        The
        execution and performance of this Agreement, Buyer’s and Seller’s review and
        approval rights (if any) described in this Agreement, the agreements of the
        parties in this Agreement and the exercise of any rights hereunder, are not
        intended, and shall not be construed, to create a partnership, joint venture
        or
        co-tenancy between Seller and Buyer. Furthermore, the execution of this
        Agreement by Buyer and Seller shall not create (and neither Buyer nor Seller
        intends to create) any relationship of principal and agent between Buyer
        and
        Seller, or any partnership or joint venture relationship between Buyer and
        Seller. Neither Buyer nor Seller shall be deemed to be a fiduciary of the
        other
        party.

      


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      16.11 Assignment.
        Neither
        this Agreement nor any of the rights of Buyer hereunder may be assigned or
        transferred by Buyer without Seller's prior written consent, which consent
        may
        be granted or withheld in Seller’s sole discretion, and any purported assignment
        or encumbrance without Seller's prior written consent shall be null and void,
        and shall constitute a default hereunder, which is not capable of being cured.
        Any change in ownership or control (“control” meaning the possession of the
        power to direct or cause the direction of the management and policies of
        the
        entity in question) of Buyer or of any of the direct or indirect ownership
        interests in Buyer, at any level or tier of ownership, whether in one
        transaction or a series of transactions, between the Effective Date and the
        Closing, shall constitute an assignment for purposes of this provision. Buyer
        represents that on the date hereof (i) the ultimate owners of Buyer are David
        Weiss, an individual, and Daniel Sawicki, an individual, and respectively
        owning, directly, seventy-five percent (75%) and twenty-five percent (25%)
        of
        the ultimate equity interests in Buyer and (ii) David Weiss and Daniel Sawicki.
        have the right to and actually do exercise control of Buyer. Buyer shall
        not
        resell the Property or any part thereof through a “double escrow” or other
        similar procedure without Seller’s prior consent, which consent may be granted
        or withheld in Seller’s sole discretion. At the Closing Buyer shall provide to
        Seller evidence reasonably satisfactory to Seller substantiating the
        then-current ownership and control (including without limitation, direct,
        indirect, and ultimate ownership and control) of the buyer (the “Ownership
        Evidence”).

      


      16.12 Waiver
        of Trial by Jury. THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY
        JURY
        IN ANY ACTION OR PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT
        AND/OR THE TRANSACTIONS CONTEMPLATED HEREUNDER.

      


      16.13 Exhibits.
        The
        following Annex, Schedules and Exhibits are attached to this Agreement and
        incorporated by reference herein:

       

      
        
          
            	 	 	 
	 	
                    Annex
                      A

                  	
                    Definitions

                  
	 	 	 
	 	
                    Schedule
                      A

                  	
                    intentionally
                      omitted

                  
	 	 	 
	 	
                    Schedule
                      B

                  	
                    Land
                      Description

                  
	 	 	 
	 	
                    Schedule
                      C

                  	
                    Service
                      Contract Schedule 

                  
	 	 	 
	 	
                    Schedule
                      D

                  	
                    Certain
                      Permitted Exceptions

                  
	 	 	 
	 	
                    Schedule
                      E

                  	
                    List
                      of Property Reports provided to Buyer 

                  
	 	 	 
	 	
                    Schedule
                      F

                  	
                    Occupancy
                      Agreement Schedule

                  
	 	 	 
	 	
                    Schedule
                      G 

                  	
                    intentionally
                      omitted

                  
	 	 	 
	 	
                    Schedule
                      H 

                  	
                    Disclosed
                      Litigation 

                  
	 	 	 
	 	
                    Schedule
                      I 

                  	
                    intentionally
                      omitted

                  
	 	 	 


          

           

          
            
              
              

            

            
              40

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    Exhibit
                      A

                  	
                    intentionally
                      omitted

                  
	 	 	 
	 	
                    Exhibit
                      B 

                  	
                    Bargain
                      and Sale Deed
                      With Covenants Against Grantor’s Acts

                  
	 	 	 
	 	
                    Exhibit
                      C

                  	
                    Bill
                      of Sale

                  
	 	 	 
	 	
                    Exhibit
                      D 

                  	
                    Assignment
                      and Assumption of Leases 

                  
	 	 	 
	 	
                    Exhibit
                      E 

                  	
                    Assignment
                      and Assumption of Contracts

                  
	 	 	 
	 	
                    Exhibit
                      F 

                  	
                    Affidavit
                      of Title

                  
	 	 	 
	 	
                    Exhibit
                      G 

                  	
                    Assignment
                      and Assumption of Permits

                  
	 	 	 


          

        

        


        16.14 Notices.
          All
          notices, requests, demands or documents which are required or permitted
          to be
          given or served hereunder shall be in writing and (i) personally delivered,
          (ii)
          sent by facsimile transmission (with received confirmation no later than
          5:00
          p.m. New York City Time on the day sent), (iii) sent by overnight courier,
          or
          (iv) sent by registered or certified mail, postage prepaid; in all events,
          addressed as follows:

         

        
          	 	
                  To
                    Seller:

                	
                  WO
                    GRAND HOTEL, LLC

                  c/o
                    Wilshire Enterprises, Inc.

                  One
                    Gateway Center

                  10th
                    Floor

                  Newark,
                    New Jersey 07102

                  Phone:
                    (201) 420-2796

                  Fax:
                    (201) 420-6012

                  Attention:
                    Dan Pryor, President

                
	 	 	 
	 	
                  with
                    a copy to:

                	
                  Herrick,
                    Feinstein LLP

                  210
                    Carnegie Center

                  Princeton,
                    New Jersey 08540

                  Phone:
                    (609) 452-3807

                  Fax:
                    (609) 452 1500

                  Attention:
                    Mark B. Rosenman, Esq.

                
	 	 	 
	 	
                  To
                    Buyer:

                	
                  350
                    PLEASANT VALLEY HOTEL ASSOCIATES, L.L.C.

                  131
                    U.S. Route 46, Suite 45 

                  Lodi,
                    New Jersey 07644

                  Phone:
                    (201) 705 3774

                  Fax:
                    (973) 779 5149

                  Attention:
                    Mr. David Weiss

                
	 	 	 
	 	
                  with
                    a copy to:

                	
                  Feinstein
                    Raiss Kelin & Booker, LLC 

                  100
                    Executive Drive, Suite 360

                  West
                    Orange, NJ 07052 

                  Phone:
                    (973) 324-5400

                  (973)
                    731-4669

                  Attention:
                    Larry Raiss, Esq.

                
	 	 	 


        

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

        Such
          addresses and facsimile numbers may be changed from time to time by the
          addressee by serving notice as heretofore provided. Service of such notice
          or
          demand shall be deemed complete on the date of actual delivery as shown
          by the
          addressee’s registry or certification receipt or at the expiration of the third
          day after the date of mailing (whether or not actually received by the
          addressee), or on the date of facsimile transmission by telecopier with
          confirmation receipt, whichever is earliest in time. Anything herein to
          the
          contrary notwithstanding, if pursuant to this Section service of a notice
          otherwise would be deemed complete at any time other than between the hours
          of
          9:00 am and 5:00 pm (New York City time) on a Business Day, then such service
          of
          such notice shall be deemed complete on the next occurring Business
          Day.

        


        16.15 Headings
          of Sections.
          The
          headings of sections and subsections herein are inserted only for convenience
          and reference and shall in no way define, limit or describe the scope or
          intent
          of any provision of this Agreement.

        


        16.16 References
          to Calendar Days.
          Except
          as expressly provided herein to the contrary, all references to “days” in
          determining the time for performance shall mean calendar days.

        


        16.17 Other
          Parties.
          Nothing
          in this Agreement shall be construed as giving any person, firm, corporation
          or
          other entity, other than the parties hereto, their successors and permitted
          assigns, any right, remedy or claim under or in respect of this Agreement
          or any
          provision hereof.

        


        16.18 Confidentiality.
          Buyer
          and Seller each agrees to maintain the confidentiality, other than to its
          affiliates, officers, employees, advisors, agents, joint venturers, lenders,
          attorneys and consultants or as required by law, rule or regulation, of
          (i) all
          information that is provided by or for the other party that is not public
          information, (ii) the fact the Buyer has made this offer and the terms
          and
          conditions of this offer and (iii) the results of the inspections that
          are done
          at the Property. Notwithstanding the foregoing, Buyer or Seller, as the
          case may
          be, may disclose such of the information as required pursuant to a subpoena
          or
          order issued by a court of competent jurisdiction, or by a judicial or
          administrative or legislative body or committee or as otherwise may be
          required
          by law, rule or regulation and such determination is made on the advice
          of
          counsel. If Buyer or Seller, as the case may be, receives a request to
          disclose
          any information under such subpoena or order, Buyer or Seller, as the case
          may
          be, will, if permitted by such subpoena or order: (a) promptly notify the
          other
          party, and (b) if disclosure is required or deemed by Buyer or Seller,
          as the
          case may be, advisable (acting on advice of counsel), cooperate with the
          other
          party to obtain an order or other reliable assurance that confidential
          treatment
          will be accorded designated portions of the information. Each of Buyer
          and
          Seller acknowledges that this provision to maintain confidentiality is
          an
          essential inducement for the other party to enter this Agreement. Following
          the
          Closing, (i) Seller shall be permitted to issue press releases and make
          other
          public announcement regarding the acquisition of the Hotel by Buyer and
          (ii)
          Buyer shall be permitted to issue press releases and make other public
          announcements regarding the acquisition of the Hotel by Buyer, but such
          press
          releases by Buyer shall not disclose the purchase price or other terms
          or
          conditions of the acquisition, and otherwise shall be subject to the prior
          written approval of Seller, not to be unreasonably withheld, delayed or
          conditioned; in addition, no press release by Buyer shall name or otherwise
          identify any of Buyer’s Principals if such Buyer’s Principal is at such time
          under indictment or the subject of a criminal investigation or other criminal
          proceeding. If a party shall breach its obligations under this Section
          16.18,
          then
          the party who is in breach shall indemnify, defend and save harmless the
          other
          party for the full amount of all claims demands, actions, losses, damages,
          liabilities, costs and expenses (including reasonable attorneys’ fees) filed
          against or incurred by the non-breaching party; provided, however, that
          to the
          extent Buyer is obligated to indemnify, defend and hold harmless Seller
          hereunder, such obligation shall be an obligation of Buyer and Buyer’s
          Principals, jointly and severally. The provisions of this Section
          16.18
          shall
          survive Closing or earlier termination of this Agreement. 

        


        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        

        16.19 Interpretation;
          Joint and Several Liability.
          The
          term “Seller,” whenever used in this Agreement, will include Seller and its
          successors. The term “Buyer” will include Buyer and Buyer’s successors and
          permitted assigns, and as the context requires, the plural. If there is
          more
          than one person who is “Buyer” under this Agreement, then each person will be
          jointly and severally liable for all of the obligations of Buyer under
          this
          Agreement.

        


        16.20 1099-S.
          Provided that Seller shall deliver the signed 1099-S form at closing, Buyer
          hereby agrees that Buyer shall and hereby does assume all responsibility
          for
          compliance with the transaction reporting requirements of the 1986 Federal
          Tax
          Reform Act (and this obligation shall survive the Closing).

        


        16.21 Refund
          of
          Contract Deposit. Notwithstanding anything to the contrary in this Agreement,
          at
          law and/or in equity, in any instance in which, pursuant to this Agreement,
          Buyer shall be entitled to a refund of or return of the Contract Deposit,
          such
          right of Buyer to such refund or return shall be subject to the prior full
          payment, satisfaction and performance of any and all indemnity and/or other
          obligations of Buyer to Seller pursuant to this Agreement and the full
          payment,
          satisfaction and performance of any and all indemnity and/or other obligations
          of the tenant pursuant to the Operating Lease.

        


        16.22 Knowledge.
          As used
          in this Agreement, the words “to Seller’s knowledge,” to “Seller’s actual
          knowledge” or words of similar import shall be deemed to mean and shall be
          limited to, the actual (as distinguished from implied, imputed or constructive)
          knowledge of Dan Pryor. As used in this Agreement, the words “to Buyer’s
          knowledge,” to “Buyer’s actual knowledge” or words of similar import shall be
          deemed to mean and shall be limited to, the actual (as distinguished from
          implied, imputed or constructive) knowledge of David Weiss and/or Daniel
          Sawicki. 

        


        16.23 Submission
          Non-Binding.
          This
          Agreement shall not be binding upon either party until executed by both
          Buyer
          and Seller. Submission of this Agreement by either party shall not bind
          either
          party to the terms of this Agreement as submitted until this Agreement
          is fully
          executed.

        


        16.24 No
          Recording.
          (a) The
          parties hereto agree that neither this Agreement nor any memorandum or
          notice
          hereof shall be recorded, and Buyer agrees not to file any lis pendens
          or other
          instrument against the Property in connection herewith. 

        


        (i) In
          furtherance of the foregoing, Buyer acknowledges that the filing of a lis
          pendens or other evidence of Buyer’s rights or the existence of this Agreement
          against or encumbering the Property could cause significant monetary and
          other
          damages to Seller; and

        


        (ii) In
          furtherance of the foregoing, Buyer and Buyer’s Principals, jointly and
          severally, hereby indemnify and hold harmless Seller from and against any
          and
          all liabilities, damages, losses, costs or expenses (including, without
          limitation, reasonable attorneys’ fees and costs incurred in the enforcement of
          the foregoing indemnification obligation) arising out of the breach by
          Buyer of
          any of Buyer’s obligations under this Section 16.24(a). 

        


        (iii) Notwithstanding
          the provisions of Section 16.24(a)(i) above, Buyer shall have the right
          to file
          a lis pendens against the Property solely under circumstances under which
          Buyer
          is seeking specific performance of Seller’s obligations hereunder, provided (A)
          Buyer files such claim within thirty (30) days after the earlier of (x)
          the date
          on which Seller terminates this Agreement or Buyer alleges that Seller
          has
          defaulted hereunder or (y) the scheduled Closing Date and (B) if it is
          ultimately determined by a court order that Buyer was not entitled to specific
          performance under this Agreement, Buyer and Buyer’s Principals, jointly and
          severally, shall, and hereby do, indemnify and hold harmless Seller (and
          each
          Seller Party) from and against any and all liabilities, damages, losses,
          costs
          or expenses (including, without limitation, reasonable attorneys’ fees and costs
          incurred in the enforcement of the foregoing indemnification obligation)
          arising
          out of the filing of such lis pendens by Buyer (including, without limitation,
          consequential damages incurred by Seller as a result thereof).

        


        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        

        (b) The
          provisions of this Section
          16.24
          shall
          survive the termination of this Agreement.

        


        16.25 Further
          Assurance.
          The
          parties, from time to time, after the Closing Date, shall do such things
          and
          execute and deliver any instruments, agreements or other documents reasonably
          requested by the other which are necessary or convenient in order to evidence
          or
          confirm any of the agreements of the parties hereunder or to effectuate
          any of
          the provisions of this Agreement; provided that in connection therewith
          a party
          shall not be obligated to incur any expense, cost, liability or obligation,
          or
          to waive or release any right or privilege. This provision shall survive
          the
          Closing.

        


        16.26 Buyer’s
          Principals. At the option of Seller, notwithstanding that this Agreement
          and/or
          the Lease has been executed and delivered by Buyer and Seller, Seller may
          cancel
          and terminate this Agreement and the Lease at any time unless and until
          Buyer’s
          Principals have executed this Agreement as set forth below and have executed
          the
          guaranty of the Lease, and have delivered such executed instruments to
          Seller.

        


        16.27 Seller’s
          Rights to Commence or Maintain Litigation. Anything in this Agreement to
          the
          contrary notwithstanding, if Seller (a) is obligated to indemnify Buyer
          (or any
          other person) under this Agreement, pursuant all Section 7.1(a)(ii) or
          otherwise
          or (b) is entitled to any portion of any rent or additional rent or other
          amount
          owed by any tenant under a Lease, Seller (before and/or after the Closing)
          reserves the right to commence and/or continue any and all appropriate
          legal
          proceedings to defend and/or prosecute any claims, actions and/or suits
          (including, without limitation, to defend any claims or other matters respecting
          which Seller is obligated to indemnify Buyer and/or any other person, and/or,
          as
          the case may be, to collect amounts claimed to be due Seller), and Buyer
          agrees
          to cooperate with Seller, at Seller’s sole (but reasonable) cost and expense, in
          connection with such proceedings, actions and suits, provided, that, if
          under
          applicable law it is necessary to use Buyer’s name in order to commence or
          maintain any such proceedings, actions or suits, Buyer shall, at Seller’s
          request and sole (but reasonable) cost and expense, commence and maintain
          such
          proceedings, actions and suits at the direction of Seller and shall otherwise
          freely cooperate with Seller in connection therewith. In addition, if in
          accordance with the provisions of this Agreement, if Buyer shall commence
          any
          legal action to collect any amounts due from a tenant under a Lease and
          such
          tenant shall also owe amounts which Seller shall be entitled to receive
          pursuant
          to the provisions of this Agreement, then, at Seller’s option, Buyer shall
          include in Buyer’s legal action the claim for amounts due to Seller, and Seller
          shall reimburse Buyer for a portion of the reasonable and actual out-of-pocket
          legal fees and disbursements incurred by Buyer in prosecuting such action
          in an
          amount equal to the total amount of such fees and disbursements multiplied
          by a
          fraction, the numerator of which is the total amount realized by Seller
          in such
          action and the denominator of which is the total amount realized by Seller
          and
          Buyer in such action. This provision shall survive the Closing.

        


        16.28 Agreement
          subject to Kroll Inc. Report. 

        


        (a) Buyer
          acknowledges, that, with the consent of Buyer’s Principals, Seller has requested
          that Kroll Inc. or an affiliate of Kroll Inc. conduct background investigations
          concerning Buyer’s Principals and provide reports of such investigations
          (“Kroll
          Reports”).
          

        


        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

        (b) In
          the
          event that any of the Kroll Reports include any information concerning
          any of
          Buyer’s Principals that Seller, in Seller’s reasonable judgment, deems of such
          nature that Seller’s reputation could be adversely affected by engaging in a
          transaction with any of Buyer’s Principals or otherwise being associated with
          any of Buyer’s Principals, then Seller shall have the right to terminate this
          Agreement by notice to Buyer, in which event (provided that Buyer shall
          not be
          in default under this Agreement) the Contract Deposit shall be promptly
          refunded
          to Buyer and this Agreement shall thereupon be deemed terminated and become
          void
          and of no further effect, and neither party hereto shall have any obligations
          of
          any nature to the other hereunder or by reason hereof, except for those
          provisions that expressly survive such termination; provided, however,
          that
          Seller must give notice to Buyer exercising its rights under this subsection
          (b)
          to terminate this Agreement under this Section 16.28 not later than the
          date ten
          (10) days after receipt by Seller of the last of the Kroll Reports concerning
          Buyer’s Principals to be received by Seller. Seller agrees that promptly upon
          receipt by Seller of a Kroll Report concerning a Buyer’s Principal, Seller shall
          send a copy of such report to such Buyer’s Principal.

        


        [SIGNATURE
          PAGE TO FOLLOW]

        


        


        


        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        

        
          

IN
          WITNESS WHEREOF, the parties hereto have executed this Agreement as of
          the day
          and year first above written.

        


        
          	
                  SELLER:

                	 	
                  BUYER:

                
	 	 	 
	
                  WO
                    GRAND HOTEL, LLC

                	 	
                  350
                    PLEASANT VALLEY HOTEL ASSOCIATES, L.L.C.

                
	 	 	 
	
                	 	
                   

                
	By	WILSHIRE
                  ENTERPRISES, INC.,	 	 	 
	 	
                  Managing
                    Member

                	 	By	_______________________
	 	 	 	 	
                  Name:_______________

                
	 	 	 	 	Title:
                  Managing Member
	
                  By

                	 	 	 	 
	 	
                  Daniel
                    C. Pryor, President

                	 	 	 
	 	 	 


        

        


        


        The
          undersigned have signed this document personally to confirm their agreement
          to
          the provisions of Section
          3.3,
          Section
          3.4,
          Section
          5.1(c),
          Section
          8.5,
          Section
          8.6,
          Section
          9.4(b),
          Section
          10.1,
          Section
          11.4,
          Section
          11.5,
          Section
          11.6,
          Section
          11.7,
          Section
          11.9,
          Section
          13.2,
          Section
          16.5,
          Section
          16.18,
          and
Section
          16.24,
          and to
          each other provision of this Agreement which provides for a liability or
          obligation on the part of Buyer’s Principals. The undersigned may execute below
          in counterparts and/or by facsimile signatures, which shall be as binding
          as
          original signatures.

        


        _____________________

        David
          Weiss

        Date:_____________

        


        


        _____________________

        Daniel
          Sawicki

        Date:_____________

        


        


        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        

         

        ANNEX
          A

        


        DEFINITIONS

        (a) “Additional
          Contract Deposit:”
          shall
          have the meaning set forth in Section
          4.1.

        


        (b) “Advance
          Deposits:”
          All
          deposits under or with respect to the Leases, Guest Bookings and Occupancy
          Agreements, whether in cash, by way of letter of credit or otherwise and
          held as
          security for the performance of the obligations of the parties to the Leases,
          Guest Bookings or Occupancy Agreements.

        


        (c) “Affidavit
          of Title:”
          shall
          have the meaning set forth in Section
          9.2.

        


        (d) “Air
          Conditioning Agreement:”
          Individually and collectively, (1) Lease Agreement between WOHA and Triumphe
          Leasing Network, Inc. (“Triumph”), dated December 12, 2003, (2) Lease Agreement
          between WOHA and Triumphe dated December 10, 2003, and (3) Lease Agreement
          between WOHA and Triumphe dated December 10, 2003, respecting the air
          conditioning units specified in such agreements.

        


        (e) “Assignment
          and Assumption of Contracts:”
          shall
          have the meaning set forth in Section
          9.2.

        


        (f) “Assignment
          and Assumption of Leases:”
          shall
          have the meaning set forth in Section 9.2.

        


        (g) “Assignment
          and Assumption of Ownership Interests:”
          shall
          have the meaning set forth in Section
          9.2.

        


        (h) “Assignment
          and Assumption of Permits:”
          shall
          have the meaning set forth in Section 9.2.

        


        (i) “Bill
          of Sale:”
          shall
          have the meaning set forth in Section
          9.2.

        


        (j) “Business
          Day:”
          Any
          Monday through Friday that is not a New Jersey State or Federal holiday
          for
          which financial institutions or post offices are generally closed in the
          State
          of New Jersey.

        


        (k) “Buyer
          Parties:”
          shall
          mean Buyer, its officers, directors, members, shareholders, owners, partners,
          principals (including without limitation, Buyer’s Principals), representatives,
          employees, consultants, contractors, and agents, and their respective successors
          and assigns.

        


        (l) “Buyer’s
          Principals:”
          shall
          have the meaning set forth in Section
          3.4.

        


        (m) “Buyer’s
          Operator:”
          shall
          have the meaning set forth in Section
          11.5.

        


        (n) “Casualty:”
          shall
          have the meaning set forth in Section
          16.4.

        


        (o) “Certificates:”
          shall
          have the meaning set forth in Section
          11.4(b).

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (p) “Closing:”
          shall
          have the meaning set forth in Section
          9.1.

        


        (q) “Closing
          Adjournment Payment:”
          shall
          have the meaning set forth in Section
          9.1.

        


        (r)
           “Closing
          Date:”
          shall
          have the meaning set forth in Section
          9.1.

        


        (s) “Contract
          Deposit:”
          shall
          have the meaning set forth in Section
          4.1.

        


        (t) “Conveyance
          Tax Documents:”
          shall
          have the meaning set forth in Section
          9.2.

        


        (u) “Cut-Off
          Time:”
          11:59
          a.m. (Eastern Standard Time) on the day prior to the Closing Date.

        


        (v) “Deed:”
          The
          bargain and sale deed without covenants against grantor’s acts, pursuant to
          which Seller shall to convey title to the Property to Buyer, in substantially
          the form attached hereto as Exhibit
          B.

        


        (w) “Depositors:”
          shall
          have the meaning set forth in Section
          11.3.

        


        (x) “Environmental
          Law:”
          all
          federal, state and local laws, statutes, ordinances and regulations, now
          or
          hereafter in effect, in each case as amended or supplemented from time
          to time,
          including, without limitation, all applicable judicial or administrative
          orders,
          applicable consent decrees and binding judgments relating to the regulation
          and
          protection of human health, safety, the environment and natural resources
          (including, without limitation, ambient air, surface, water, groundwater,
          wetlands, land surface or subsurface strata, wildlife, aquatic species
          and
          vegetation), including, without limitation, the Comprehensive Environmental
          Response, Compensation and Liability Act of 1980, as amended (42 U.S.C.
§§ 9601
          et seq.), the Hazardous Material Transportation Act, as amended (49 U.S.C.
§§
          1801 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act,
          as
          amended (7 U.S.C. §§ 136 et seq.), the Resource Conservation and Recovery Act,
          as amended (42 U.S. §§ 6901 et seq.), the Toxic Substance Control Act, as
          amended (15 U.S.C. §§ 2601 et seq.), the Clean Air Act, as amended (42 U.S.C. §§
          7401 et seq.), the Federal Water Pollution Control Act, as amended (33
          U.S.C. §§
          1251 et seq.), the Occupational Safety and Health Act, as amended (29 U.S.C.
§§
          651 et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. §§ 300f et
          seq.), the Industrial Site Recovery Act, as amended (N.J.S.A. 13:1K-6
et seq.),
          the
          New Jersey Spill Compensation and Control Act, as amended (N.J.S.A. 58:10-23.11b
          et seq.),
          the
          New Jersey Underground Storage of Hazardous Substances Act, as amended
          (N.J.S.A.
          58:10A-21 et seq.),
          the
          New Jersey Water Pollution Control Act, as amended (N.J.S.A. 58:10A-1
et seq.),
          any
          state or local counterpart or equivalent of any of the foregoing, and any
          federal, state or local transfer of ownership notification or approval
          statutes,
          and all regulations and requirements promulgated in connection with any
          of the
          foregoing, all as same may hereafter be amended or modified.

        


        (y) “FF&E:”
          All
          items of tangible personal property to the extent owned by Seller which
          are
          affixed to or installed in and used in connection with the Hotel, including,
          without limitation, all Inventory, machinery, vehicles (if any), furniture,
          furnishings, artwork (if any) and other decorative items, televisions,
          radios,
          VCRs (if any) and other consumer electronic equipment (if any),
          telecommunications equipment (if any), computer equipment (if any), all
          other
          equipment, plans (if any), specifications (if any), guaranties and warranties
          (if any), and supplies, marketing materials (if any).

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (z) “Fund:”
          Initially One Million Dollars ($1,000,000.00), to be deposited by Buyer
          with
          Seller as provided in this Agreement; the amount of the Fund shall be reduced
          as
          the Fund shall be disbursed and applied as provided in the Operating
          Lease

        


        (aa) “Fund
          Account”:
          shall
          have meaning set forth in Section
          4.1.

        


        (bb) “Fund
          Improvements”:
          All
          improvements made to the Property during the term of the Operating Lease
          which
          satisfy all of the following criteria: (i) costs of such improvements should
          be
          capitalized in accordance with generally accepted accounting practices,
          and (ii)
          the costs of such improvements are paid for out of the Fund or reimbursed
          out of
          the Fund pursuant to the Operating Lease.

        


        (cc) “Governmental
          Authority:”
          Any
          federal, state, county or other governmental department, entity, authority,
          commission, board, bureau, court, agency or any instrumentality of any
          of the
          foregoing.

        


        (dd) “Guest
          Bookings:”
          Guest
          or room bookings of transient guests.

        


        (ee) “Guest
          Bookings Report:”
          shall
          have the meaning set forth in Section
          11.8.

        


        (ff) “Guest
          Ledger:”
          shall
          have the meaning set forth in Section
          10.1(g).

        


        (gg) “Hazardous
          Material:”
          (i)
          those substances currently or hereafter included within the definitions
          of any
          one or more of the terms “hazardous materials”, “hazardous wastes”, “hazardous
          substances”, “industrial wastes”, and “toxic pollutants”, as such terms are
          defined under the Environmental Laws or any other Legal Requirement, or
          any of
          them, (ii) petroleum and petroleum products, including, without limitation,
          crude oil and any fractions thereof oil, crude oil, (iii) natural gas,
          synthetic
          gas and any mixtures thereof, (iv) asbestos and or any material which contains
          any hydrated mineral silicate, including, without limitation, chrysotile,
          amosite, crocidolite, tremolite, anthophylite and/or actinolite, whether
          friable
          or non-friable, (v) polychlorinated biphenyl (“PCBs”)
          or
          PCB-containing materials or fluids, (vi) radon and other radioactive materials,
          (vii) any other hazardous or radioactive substance, material, pollutant,
          contaminant or waste, (viii) any flammable or explosive materials, solid
          wastes,
          asbestos and asbestos-containing materials, biologically hazardous wastes,
          mold,
          hazardous wastes or substances or toxic wastes or substances, including,
          without
          limitation, (ix) any other material or substances whose use, storage, handling
          or disposal is regulated by a Legal Requirement, and (x) any other substance
          with respect to which any Environmental Law, other Legal Requirement or
          governmental authority requires environmental investigation, monitoring
          or
          remediation. 

        


        (hh) “Hotel”
          or “Improvements:”
          All
          buildings, improvements and fixture on the Land at which the hotel known
          as
“Wilshire Grand Hotel” , having the address of 350 Pleasant Valley Way, Township
          of West Orange, Essex County, New Jersey, is operated (excluding, however,
          any
          improvements or fixtures which are (1) owned or leased by any tenants or
          occupants under leases, or (2) are leased under service contracts).


        


        (ii) “Hotel
          Employees:” shall have the meaning set forth in Section 7.1.

        


        (jj) “House
          Funds:”
          shall
          have the meaning set forth in Section
          10.1(g).

        


        (kk) “Initial
          Contract Deposit:”
          shall
          have the meaning set forth in Section
          4.1.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (ll) “Intangible
          Property:”
          All
          intangible property to the extent owned by Seller solely in connection
          with the
          management, maintenance, repair and operation of the Hotel and other Property,
          including, without limitation, (i) good will, the trade name “Wilshire Grand
          Hotel” (but only to the extent, if any, owned by Seller; and not including the
          name “Wilshire” in connection with any other business or usage other than the
          Hotel), signage and other identifying material associated with the Hotel
          and
          other Property, (ii) the plans and specifications and other architectural
          and
          engineering drawings for the Improvements, if any (to the extent freely
          assignable), (iii) warranties, guaranties, and indemnities from architects,
          contractors, suppliers and others, if any (to the extent freely assignable),
          (iv) surveys, engineering reports and other technical information relating
          to
          the Real Property or Improvements, if any (to the extent freely assignable),
          (v)
          website programs and access and domain names including without limitation,
          CAD
          drawings, graphics, names, marks, artwork, concepts, designs, artwork,
          and
          blueprints and text, if any, to the extent the same relate solely to the
          Hotel
          (to the extent freely assignable),
          and (vi)
          other property, if any, owned by Seller relating solely to the design,
          construction, ownership, use, leasing, maintenance, service, or operation
          of the
          Real Property or any of the items listed in this subsection, provided Intangible
          Property shall not include cash, bank deposits and accounts receivable.
          

        


        (mm) “Inventory:”
          All
          merchandise, goods, materials, supplies, inventory and other items owned
          by
          Seller and used solely for the operation and maintenance of guest rooms,
          guest
          services, restaurants, lounges, swimming pool (if any), health clubs and
          spa (if
          any), and other common areas and recreational areas (if any) located within
          or
          relating to the Improvements, including but not limited to (i) all food
          and
          beverage (alcoholic and non-alcoholic inventory), if any, including, without
          limitation, items used for in-room service bars and mini-bars, if any,
          and any
          such items as may be owned by the holder of the Liquor License, if any,
          specifically excluding all food and beverage (alcoholic and non-alcoholic
          inventory), if any, including, without limitation, items used in-room service
          bars and mini-bars and any such items as may be owned by the Restaurant
          Tenant
          and/or Operating Tenant; (ii) all inventory, if any, maintained in any
          gift shop
          or other retail store, if any located on the Real Property, except for
          inventory
          maintained by a tenant, (iii) office supplies and stationery; (iv) advertising
          and promotional materials, if any; (v) towels, washcloths, mattresses,
          pillows,
          linens, blankets and bedding, if any; (vi) cleaning, paper and other supplies;
          (vii) napkins and tablecloths, china, crystal, dishware, glassware, silverware,
          flatware and other dinnerware, kitchen appliances, cookware and other cooking
          utensils, if any, (viii) upholstery material, carpets, rugs, and furniture;
          (ix)
          engineers’ supplies, paint and painter’s supplies, if any; (x) employee
          uniforms, if any; and (xi) all cleaning and maintenance equipment supplies
          for
          common areas and recreational areas, if any. The foregoing notwithstanding,
          Inventory shall not include (x) any merchandise, goods, materials, supplies,
          inventory and other items owned by Restaurant Tenant, Operating Tenant
          or any
          other tenant or (y) any alcoholic beverages or alcoholic inventory unless
          it
          shall be lawful for Seller to sell and transfer same to Buyer). 

        


        (nn) “ISRA:”
          shall
          have the meaning set forth in Section
          15.1.

        


        (oo) “ISRA
          Compliance Instrument:”
          shall
          have the meaning set forth in Section
          15.1.

        


        (pp) “Kroll
          Reports:”
          shall
          have the meaning set forth in Section
          16.28.

        


        (qq) “Land:”
          That
          certain parcel of land located in West Orange, New Jersey, as more particularly
          described on Schedule
          B
          attached
          hereto and made a part hereof, including all covenants, easements and
          restrictions affecting the Land, together with all other (if any) property
          rights, tenements, rights-of-way, development rights (including, without
          limitation, excess floor area rights), air rights, entitlements, unused
          densities, privileges and appurtenances thereto, if any; all leases, rents
          and
          profits derived therefrom; all right, title and interest of Seller, if
          any, in
          and to any land lying in the bed of any street, road, highway or avenue,
          open or
          proposed, public or private, in front of or adjoining all or any part of
          the
          Land to the centerline thereof; all right, title and interest of Seller,
          if any,
          in and to unpaid award of payment which may now or hereafter be payable
          in
          respect of any taking by condemnation of any portion of the Land or Improvements
          by any Governmental Authority; and all right, title and interests of Seller,
          if
          any, in and to any unpaid award for damage to the Land or any part thereof
          by
          reason of change of grade of any street, road, highway or avenue adjacent
          to the
          Land; all rights, if any, to utility connections and hook-ups; and all
          strips
          and gores adjoining and adjacent to the Land. 

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (rr) “Lease
          Files:” Files
          for
          all tenants of the Property other than the Operating Tenant, including,
          without
          limitation, to the extent in the possession of Seller, each Lease (other
          than
          the Operating Lease) and all correspondence pertaining to each Lease (other
          than
          the Operating Lease).

        


        (ss) “Leases:”
          The
          leases, licenses to enter and use premises or occupancy agreements (other
          than
          the Occupancy Agreements but including the Restaurant Lease) between Seller
          (or
          Seller’s predecessor) or Seller’s Manager on behalf of Seller and any tenants,
          licensee or occupants with respect to the Property, together with all
          amendments, modifications, terminations, guaranties, certificates of occupancy,
          any letter agreements, riders thereto or thereof.

        


        (tt) “Leasing
          Commission Agreement:”
          All
          commission, brokerage or similar agreements pertaining to the
          Leases.

        


        (uu) “Legal
          Requirement.”
          Any
          law, enactment, statute, code, ordinance, order, rule, regulation, rule,
          regulation, judgment, decree, writ, injunction, authorization, covenant,
          condition, restriction or agreement, or other direction or requirement
          of any
          Governmental Authority, which pertains to the Property or any portion thereof
          or
          to the ownership, use, operation, maintenance, possession, construction,
          reconstruction, repair or alteration of the Property or any portion
          thereof.

        


        (vv) “Liquor
          License:”
          shall
          have the meaning in Section
          11.5.

        


        (ww) “Management
          Agreement:” The Hotel Management Agreement dated as of June 2, 2005, between
          Seller, as owner, and Horizon Hotels Limited, as operator, as manager,
          as same
          may have been or may be amended. 

        


        (xx) “Masessa:”
          shall
          mean Jeffrey T. Masessa, an individual, and/or any corporation, association,
          partnership, limited partnership, limited liability company, joint ventures,
          proprietorship or other entity that any time (i) was or is, directly or
          indirectly, in whole or in part, owned by Jeffrey T. Masessa, and/or (ii)
          was or
          is, directly or indirectly, in whole or in part, controlled or operated
          by
          Jeffrey Masessa or affiliated with Jeffrey Masessa, 

        


        (yy) “Masessa
          Rights Agreement:”
          shall
          mean the certain Agreement dated as of June 2, 2005, by and among Jeffrey
          T.
          Masessa, WO Grand Hotel, LLC, Proud Three, LLC and Wilshire Enterprises,
          Inc.,
          as same may have been or may be amended.

        


        (zz) “Masessa
          Release:”
          shall
          have the meaning set forth in Section
          5.2.

        


        (aaa) “Material
          Casualty:”
          shall
          have the meaning set forth in Section
          16.4.

        


        (bbb) “Material
          Taking:”
          shall
          have the meaning set forth in Section
          16.4.

        


        (ccc) “NJDEP:”
          shall
          have the meaning set forth in Section
          15.4.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (ddd) “Notices
          to Tenants and Service Providers:” shall have the meaning set forth in Section
          9.2.

        


        (eee) “Non-Material
          Casualty:”
          shall
          have the meaning set forth in Section
          16.4.

        


        (fff) “Non-Material
          Taking:”
          shall
          have the meaning set forth in Section
          16.4.

        


        (ggg) “Occupancy
          Agreement Report:”
          shall
          have the meaning set forth in Section
          9.2.

        


        (hhh) “Occupancy
          Agreements:”
          All
          occupancy agreements, “trade-out agreements”, advance booking agreements,
          events, banquet room and convention reservation agreements and similar
          agreements or commitments, if any, other than the Leases and Guest Bookings,
          demising space and providing for the use or occupancy of, or otherwise
          similarly
          affecting or relating to the use or occupancy of the Real Property, together
          with all amendments, modifications, renewals and extensions thereof and
          all
          guarantees by third parties of the obligation of the holder of the occupancy
          right.

        


        (iii) “Operating
          Lease:”
          The
          certain lease of even date hereof between Seller, as Landlord, and Pleasant
          Valley 350 Catering Associates, L.L.C., as Tenant, respecting the catering
          facility at the Property, pursuant to which the Operating Tenant shall
          lease and
          operate the catering facility at the Property.

        


        (jjj) “Operating
          Tenant:”
          The
          tenant under the Operating Lease. 

        


        (kkk) “Owner’s
          Title Policy:”
          The
          owner’s policy of title insurance to be issued to Buyer by the Title Company.
          

        


        (lll) “Ownership
          Evidence:”
          shall
          have the meaning set forth in Section
          16.11.
          

        


        (mmm) “Permits:”
          All
          licenses and permits granted by any Governmental Authority and owned or
          held by
          Seller and used in or relating to the current ownership, occupancy or operation
          of the Hotel by Seller, and not subject to a Lease, including, without
          limitation, certificates of occupancy (if any), elevator permits (if any),
          hotel
          occupancy permits (if any), zoning variances (if any), business licenses
          and
          liquor licenses (if any), which are freely capable of assignment by Seller
          to
          Buyer in accordance with the terms of this Agreement.

        


        (nnn) “Personal
          Property:”
          Collectively, FF&E, Inventory, Records, Lease Files, Advance Deposits,
          Occupancy Agreements, Guest Bookings and Intangible Property.

        


        (ooo) “Property:”
          shall
          have the meaning set forth in Section
          2.

        


        (ppp) “Property
          Reports:”
          shall
          have the meaning set forth in Section
          3.1(d).

        


        (qqq) “Prorations”
          shall
          have the meaning set forth in Section
          10.3.
          

        


        (rrr) “Purchase
          Price”
          shall
          have the meaning set forth in Section
          4.2(a).

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (sss) “Purchase
          Price Balance”
          shall
          have the meaning set forth in Section
          4.2(b).

        


        (ttt) “Real
          Property:”
          Collectively, the Land and the Improvements.

        


        (uuu) “Records:”
          All
          books, ledgers, records, correspondence and other files, whether paper
          or
          electronic (and including any accounting, database or other record-keeping
          software used in connection with such records and files which Seller owns
          and
          may freely transfer or may otherwise freely transfer), to the extent in
          the
          possession of Seller at the time of the Closing, which have been received
          or
          generated and maintained in the course of the operation, maintenance or
          repair
          of the Hotel, promotional material, telephone exchange numbers (to the
          extent
          freely assignable) (if any), guest and tenant data (if any), sales files
          and
          market studies (if any), and other materials of any kind (if any) which
          are used
          by Seller solely in connection with the ownership and operation of the
          Real
          Property.

        


        (vvv) “Reimbursable
          Amounts:”
          shall
          have the meaning set forth in Section
          16.4.

        


        (www) “Required
          Payment Lien Cap:”
          shall
          have the meaning set forth in Section
          6.2(b).

        


        (xxx) “Required
          Payment Liens:”
          shall
          have the meaning set forth in Section
          6.2(b).

        


        (yyy) “Restaurant
          Lease:”
          The
          certain Agreement of Lease between West Orange Catering Associates, L.L.C.,
          as
          Landlord, and Dominick Enterprises, Inc. and/or Dominick Casolaro, as tenant,
          dated February 19, 2004 respecting certain premises at the
          Improvements.

        


        (zzz) “Restaurant
          Tenant:”
          The
          tenant under the Restaurant Lease.

        


        (aaaa) “Sales
          Tax Documents:”
          shall
          have the meaning set forth in Section
          9.5.

        


        (bbbb) “Scheduled
          Closing Date:”
          shall
          have the meaning set forth in Section
          9.1.

        


        (cccc) “Seller
          Parties:”
          shall
          mean Seller, its officers, directors, members, shareholders, owners, partners,
          principals, representatives, employees, consultants, contractors, and agents,
          and their respective successors and assigns.

        


        (dddd) “Seller’s
          Title Objection Election Notice:”
          shall
          have the meaning set forth in Section 6.2(b).

        


        (eeee) “Seller’s
          Manager:”
          Horizon
          Hotels Limited.

        


        (ffff) “Seller’s
          Verification Notices:” shall have the meaning set forth in Section
          11.3.

        


        (gggg) “Service
          Contracts:”
          Other
          than the Restaurant Lease, Management Agreement and all other Leases for
          occupancy, the service, supply, maintenance, construction, financing, leasing,
          equipment financing and other contracts entered into by Seller (or Seller’s
          predecessor) or on behalf of Seller by Seller’s Manager, or assumed or accepted
          by Seller when Seller acquired the Property, affecting the Property, or
          otherwise in effect in respect of Personal Property at the Property, including
          without limitation, equipment leases and credit card company agreements,
          if any.


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (hhhh) “Service
          Contract Schedule:”
          shall
          have the meaning set forth in Section
          7.1(e).

        


        (iiii) “Settlement
          Statement:”
          shall
          have the meaning set forth in Section
          9.2.

        


        (jjjj) “Specified
          UCC’s:”
          shall
          have the meaning set forth in Section
          6.2(g).

        


        (kkkk) “Strauss
          Employment Agreement:”
          shall
          have the meaning set forth in Section
          9.3.

        


        (llll) “Taking:”
          shall
          have the meaning set forth in Section
          16.4.

        


        (mmmm) “Testing:”
          shall
          have the meaning set forth in Section
          3.4.

        


        (nnnn) “Title
          Company:”
          shall
          mean Fidelity Title Insurance Company or Stewart Title Insurance
          Company.

        


        (oooo) “Title
          Objections:”
          shall
          have the meaning set forth in Section
          6.2(a).

        


        (pppp) “Title
          Report:”
          shall
          have the meaning set forth in Section
          6.2(a).

        


        (qqqq) “Title
          Report Objection Date:”
          shall
          have the meaning set forth in Section 6.2(a).

        


        (rrrr) “Title
          Report Objection Notice:”
          shall
          have the meaning set forth in Section 6.2(a).

        


        (ssss) “Title
          Review Expiration Date:”
          5:00
          pm Eastern Standard Time on the 21st
          day
          after the Effective Date (or the next succeeding Business Day if such day
          is not
          a Business Day).

        


        (tttt) “Title
          Review Period:”
          The
          period commencing on the Effective Date and expiring on the Title Review
          Expiration Period.

        


        (uuuu) “Unexpended
          Fund Balance:”
          shall
          have the meaning set forth in Section
          4.2(c)..

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        SCHEDULE
          A

        


        Intentionally
          Omitted 

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          B

        


        Land
          Description

        


        The
          Land
          is described on the next following page.

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          C 

        


        SERVICE
          CONTRACTS IN EXISTENCE AS OF THE DATE OF THE AGREEMENT

        


        1. Monitoring
          Agreement with Alcatraz Security Systems, Inc. (three separate
          accounts).

        


        2. Intentionally
          Omitted

        


        3. Copy
          Machine Lease with Citicorp Vendor Finance, Inc.

        


        4. Master
          Lease Agreement (financing agreement) in respect of vehicle made among
          TEAM
          Leasing, L.L.C. (“Team”), West Orange Hotel Associates, L.L.C. (“WOHA”) and J.T.
          Mase & Co., Inc. (“Mase”), dated October 2, 2003, assigned by Team to
          American Finance Company.

        


        5. Kitchen
          equipment Lease (financing agreement) between Team, WOHA and Mase, 

        


        6. The
          Air
          Conditioning Agreement.

        


        7. Agreement
          between LogeNet Entertainment Corporation and WOHA, dated July 7, 2003,
          respecting satellite television services, together with separate agreement
          whereby LodgeNet provides “guest pay programming.”

        


        8. Software
          License and Maintenance Agreement dated June 14, 2001 between UniFocus,
          L.P. and
          J.T. Mase Property Management Corp.

        


        9.
           Website
          hosting agreement between WOHA and Lars & Associates.

        


        10. Elevator
          service Agreement between Payton Elevator Company, Inc. and WOHA, dated
          Septemeber 1, 2004.

        


        11. Intentionally
          Omitted

        


        12. Landscape
          Contract with D. Torluccion Landscaping, LLC.

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        SCHEDULE
          D

        


        CERTAIN
          PERMITTED EXCEPTIONS

        


        


        1. Liens
          for
          taxes, assessments and other charges to be apportioned or adjusted pursuant
          to
          this Agreement.

        


        2. Easements
          contained in Deed Book 4272, Page 541 to Public Service Electric and Gas
          Company
          and/or New Jersey Bell Telephone Company.

        


        3. Boundary
          Agreement recorded in Deed Book 4460, Page 175.

        


        4. Easement
          and right of way recorded in Deed Book 5055, Page 555 and Deed Book 181,
          Page
          354.

        


        5. Easement
          in Deed Book G82, Page 20.

        


        6. 20
          foot
          and 15 foot sanitary sewer easements shown on Tax Map of the Land, and
          all other
          matters shown on the Tax Map of the Land.

        


        8. The
          Leases and the Service Contracts.

        


        9. All
          financing statements, UCC’s and other notices concerning any equipment financing
          agreements and/or equipment financing leases which are to be assumed by
          or
          assigned to Buyer pursuant to this Agreement.

        


        10. Any
          and
          all catering contracts and Occupancy Agreements (if any) in existence as
          of the
          Closing for an event which occurs after the Closing.

        


        11. The
          matters on Schedule H.

        


        12. The
          Specified UCC’s, provided that if Buyer shall procure title insurance at the
          Closing, the Title Company shall be willing to omit same from Buyer’s title
          insurance policy at the Closing or provide affirmative insurance that such
          UCC
          financing statements will not be collected out of the Property (it being
          understood that Seller shall have the right, but not the obligation, to
          pay any
          additional premium charged by the Title Company for providing such affirmative
          insurance).

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          E

        


        PROPERTY
          REPORTS

        


        


        Item
          1.  Property
          Condition Assessment, 4-19-05 Draft, Wilshire Grand Hotel, West Orange,
          New
          Jersey prepared by O & S Associates, Consulting Engineers.

        


        Item
          2:  Essex
          County Regional Health Commission Files re: Property at Town & Campus of
          West Orange, 350 Pleasant Valley Way, West Orange, New Jersey.

        


        • Facility
          Survey Report - 6/16/1997, prepared by Essex County Inspector

        


        • Suburban
          Regional Health Commission Form Permit Application - 6/26/1992

        


        • Emission
          Source Application Data Sheet - 6/10/1992, prepared by Robert Koy,
          Treasurer

        


        • Suburban
          Regional Health Commission Certificate of Registration for Sources of Air
          Emissions - January 1, 1992 to December 31, 1996, Issue Date:
          6/26/1992

        


        Item
          3:  User
          Furnished Information

        


        • Letter
          to
          J.T. Mase Construction Company, Inc. from Dore LaPosta, Director, Division
          of
          Enforcement and Compliance Assistance, U.S. Environmental Protection Agency
          dated 6/1/2004 Re: Section 114 Letter Reference No. CAA 02 2004 1492
          Requirements

        


        • Response
          Letter to Air Compliance Branch, Division of Enforcement and Compliance
          Assistance, U.S. Environmental Protection Agency - Region 2, from J.T.
          Mase
          Construction Company, Inc. dated 2/7/2005 Re: Section 114 Letter Reference
          No.
          CAA 02 2004 1492 Compliance Order

        


        • NJ
          Department of Health Report of Inspection dated 2/7/2005 -
          Unsatisfactory

        


        • Enclosure
          1 - Information Request Under the Clean Air Act (with Responses) - no
          date

        


        • U.S.
          Environmental Protection Agency - J.T. Mase Construction Company Answers
          to
          Enclosure II - no date (with Exhibits)

        


        • Exhibit
          1
          - Notification of Asbestos Abatement dated 7/9/2001

        


        • Exhibit
          2
          - PLM Bulk Asbestos Report dated 7/9/2001

        


        • Exhibit
          3
          - Summary of Bulk Asbestos Analysis Results

        


        • Exhibit
          4
          - Airborne Fiber Analysis - 7/20/2001

        


        • Exhibit
          5
          - Certificate of Completion - Asbestos Removal - 7/27/2001

        


        • Exhibit
          6
          - Asbestos Waste Shipment Record

        


        • Exhibit
          7
          - Notification of Asbestos Abatement - 8/15/2003

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        • Exhibit
          8
          - Asbestos Bulk Sampling Report

        


        • Exhibit
          9
          - NJ Department of Health Report Inspection - 8/6/2003

        


        • The
          Whitman Companies, Inc. Phase I Environmental Site Assessment dated


        5/24/2004
          details existing Conditions of 350 Pleasant Valley Way, West Orange, Essex
          County, New Jersey

        


        • attaches
          References - maps

        


        • Property
          Condition Assessment of Wilshire Grand Hotel - Draft - 4/19/2005

        


        • Performed
          by O & S Associates

        


        • Construction
          Permit Notice & Permit - 6/4/2001 - for 350 Pleasant Valley Way

        


        • Tree
          Permit Application - 6/12/2001 - 350 Pleasant Valley Way

        


        • Permit
          Updates - with attached application for 350 Pleasant Valley Way

        


        • Building
          Subcode (dated 11/16/01)

        


        • Fire
          Subcode (dated 9/30/02)

        


        • Plumbing
          Subcode (dated 9/12/02)

        


        • Electrical
          Subcode (dated 7/15/02(?))

        


        • Letter
          to
          Environmental Energy Consultants from The Trust Co. of New Jersey dated
          12/28/1990 Re: Town & Campus ECRA Walk-through

        


        • Letter
          to
          The Trust Co. of New Jersey from EEC Environmental, Inc. dated 3/7/1991
          Re:
          Results of Environmental Site Inspection for Town & Campus, Inc., 350
          Pleasant Valley Way

        


        • Attachment
          A - Klepp’s October 1989 Tank Removal Operation Report

        


        • Appendix
          A - Tank Registrations

        


        • Appendix
          B - Removal and Abandonment Permits

        


        • Appendix
          C - Soil Sample and Decontamination Procedures

        


        • Appendix
          D - Laboratory Analyses

        


        • Invoice
          from EEC Environmental to Trust Co. of New Jersey for professional services
          -
          $1,500.00

        


        Item
          4:  EDR
          Radius Search Report

        


        • Environmental
          Data Resources, Inc. Manual - “The Standard in Environmental Risk Management
          Information” - 4/8/2005

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        • Environmental
          Data Resources, Inc. Manual - “The Standard in Environmental Risk Management
          Information” - 5/12/2005

        


        Item
          5:  Asbestos
          Containing Materials Rules for Buildings Constructed Before 1981
          (OSHA)

        


        Item
          6:  Statement
          of Qualifications - Lindsay Blount, Environmental Scientist

        


        Item
          7:  Property
          Condition Assessment, dated April 19, 2005, concerning the Wilshire Grand
          Hotel,
          prepared by O&S Associates Consulting Engineers, together with Amendment No.
          1 to such report, dated May 31, 2005

        


        Item
          8:  Phase
          I
          Environmental Site Assessment for 350 Pleasant Valley Way, dated May 24,
          2005,
          prepared by The Whitman Companies, Inc.

        


        Item
          9:  Letter,
          dated June 1, 2004, from United States Environmental Protection Agency
          to
          Jeffrey T. Masessa, referring to Section 114 Letter Reference No.
          CAA-02-2004-1492

        


        Item
          10: Letter
          from J.T. Mase Construction Company, Inc. to Kenneth Eng, Branch Chief,
          dated
          February 7, 2005, concerning Section 114 Letter Reference No. CAA-02-2004-1492,
          with inspection reports attached and also attached:

        


        
          	 	
                  §

                	
                  Information
                    Requests under the Clean Air Act with Enclosures I and
                    II

                


        

        


        
          	 	
                  §

                	
                  Documentation
                    concerning asphalt shingles without piping for thermal insulation
                    and
                    construction permit notices and
                    updates

                


        

        


        Item
          11: Email
          notice, dated May 2, 2005, from Michelle Novak Bost of The Whitman Companies,
          Inc. to Dan Pryor, with attached emails dated May 1, 2005, April 21,
          2005

        


        Item
          12: Letter
          dated April 22, 2005 from Michelle N. Bost of The Whitman Companies, Inc.
          to Dan
          Pryor

        


        Item
          13: Letter
          dated May 3, 2005 from Lindsay Blount of The Whitman Companies, Inc. to
          Dan
          Pryor with attached email from Michelle Novak Bost, dated April 21, 2005,
          second
          attached email from Michelle Novak Bost dated April 21, 2005, and attached
          email
          from Dan Pryor to Michelle Novak Bost dated May 2, 2005

        


        Item
          14: Email
          from Michelle Novak Bost to Dan Pryor, dated May 2, 2005, with attached
          emails
          from Dan Pryor to Michelle Novak Bost dated May 1, 2005, April 22, 2005
          and
          April 21, 2005

        


        Item
          15: Email
          from Dan Pryor to Michelle Novak Bost dated May 1, 2005 with attached emails
          from Michelle Kovak Bost dated April 22, 2005 and April 23, 2005

        


        Item
          16: 2004-2005
          Preliminary Tax Bill of Block 152.22, Lot 1428

        


        Item
          17: Income
          Statement of West Orange Hotel Associates, LLC for the 12 Periods Ended
          December
          31, 2004

        


        Item
          18: Horizon
          Hotels Budget for second quarter, 2005

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Item
          19: Memo
          dated April 8, 2005 to Dan Pryor from David L. Strauss attaching Capital
          Expenditures for 2005, 2006 and 2007

        


        Item:
          20: Memo
          dated April 7, 2005 to Dan Pryor from David L. Strauss attaching 12 Month
          Rolling-Occupancy/ADR

        


        Item
          21: Memo
          dated May 31, 2005 to Dan Pryor/C. Olcott from David L. Strauss attaching
          outline of Operational Issues

        


        Item
          22: Letter
          dated August 27, 2003 to Susan Borg of the West Orange Planning Board from
          Peter
          Scarpelli of the County of Essex Department of Public Works concerning
          application of West Orange Catering

        


        Item
          23: Three
          temporary Certificates of Occupancy/Compliance: (i) one concerning the
          Banquet
          Halls and dated March 4, 2004, (ii) one concerning the Wilshire Grande
          Hotel and
          dated July 31, 2003, and (iii) one concerning Primavera Restaurant and
          dated
          June 30, 2004

        


        Item
          24: Waldor
          Agency Insurance quote for umbrella liability insurance dated May 31, 2005
          for
          Wilshire Grand Hotel

        


        Item
          25: Letter
          to
          Daniel Pryor from Barry R. Mandelbaum, Esq. dated June 30, 2004 enclosing
          a copy
          of the Lease Agreement for the Primavera Restaurant

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          F

        


        OCCUPANCY
          AGREEMENTS

        


        See
          following pages

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        2005
          CATERING AFFAIRS

        


         

        

          
            	
                    Banquet
                      

                  	
                    Type
                      

                  	
                    Date
                      

                  	
                    Liquor
                      (Y/N)

                  
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                    Hershkowitz
                      Party 

                  	
                    Barmitzvah
                      

                  	
                    10/1/05
                      

                  	
                    N

                  
	 	 	 	 
	
                    UMDNJ
                      

                  	
                    Lunch
                      Meeting 

                  	
                    10/15/05
                      

                  	
                    N
                      

                  
	 	 	 	 
	
                    POA
                      

                  	
                    Business
                      Meeting 

                  	
                    10/19/05
                      

                  	
                    N
                      

                  
	 	 	 	 
	
                    Travel
                      Impressions 

                  	
                    Travel
                      Expo 

                  	
                    10/26/05
                      

                  	
                    Y

                  
	 	 	 	 
	
                    Kraus
                      Hamlet 

                  	
                    Wedding
                      

                  	
                    10/29/05
                      

                  	
                    Y

                  
	 	 	 	 
	
                    Rooney
                      Party 

                  	
                    Sweet
                      16 

                  	
                    11/4/05
                      

                  	
                    Y

                  
	 	 	 	 
	
                    Pecknay
                      Party 

                  	
                    Batmitzvah
                      

                  	
                    11/12/05
                      

                  	
                    Y

                  
	 	 	 	 
	
                    POA
                      

                  	
                    Business
                      Meeting 

                  	
                    11/16/05

                  	
                    N

                  
	 	 	 	 
	
                    Blassberg
                      Party 

                  	
                    Wedding
                      

                  	
                    11/26/05
                      

                  	
                    Y

                  
	 	 	 	 
	
                    Continental
                      Systems 

                  	
                    Holiday
                      Party 

                  	
                    12/9/05
                      

                  	
                    Y
                      

                  
	 	 	 	 
	
                    Spurling
                      Party 

                  	
                    Batmitzvah
                      

                  	
                    12/17/05
                      

                  	
                    Y

                  


          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        2006
          CATERING AFFAIRS

        


        
          
            	
                    Banquet
                      Functions For 2006. 

                  	 	 	
                    Liquor
                      (Y/N)

                  
	 	 	 	 
	
                    Garfinkel
                      Barmitzvah 

                  	
                    1/7/06
                      

                  	
                    Richfield
                      Regency 

                  	
                    Y

                  
	 	 	 	 
	
                    American
                      Savings Meeting

                  	
                    1/19/06
                      

                  	
                    Inhouse
                      

                  	
                    N

                  
	 	 	 	 
	
                    Buchbinder
                      Barmitzvah 

                  	
                    2/10-2/12/06
                      

                  	
                    Total
                      Event 

                  	
                    Y

                  
	 	 	 	 
	
                    Schwartz
                      Barmitzvah 

                  	
                    3/4/06
                      

                  	
                    Total
                      Event 

                  	
                    Y

                  
	 	 	 	 
	
                    Glinn
                      Barmitzvah 

                  	
                    4/23/06
                      

                  	
                    Richfield
                      Regency 

                  	
                    Y

                  
	 	 	 	 
	
                    Freeman
                      Wedding 

                  	
                    5/28/06
                      

                  	
                    TBD
                      

                  	
                    Y

                  
	 	 	 	 
	
                    Wilder
                      Barmitzvah 

                  	
                    6/3/06
                      

                  	
                    Richfield
                      Regency 

                  	
                    Y

                  
	 	 	 	 
	
                    Miller
                      Barmitzvah 

                  	
                    6/10/06
                      

                  	
                    Richfield
                      Regency 

                  	
                    Y

                  
	 	 	 	 
	
                    Berkowitz
                      Barmitzvah 

                  	
                    10/28-29/06
                      

                  	
                    Prestige
                      

                  	
                    Y

                  


          



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          G

        


        Intentionally
          Omitted

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          H

        


        LITIGATION
           AND
          OTHER
          PROCEEDINGS

        


        


        1. Summons
          issued to Owner’s predecessor for failure to install fence along northerly
          property line and failure to maintain an outbuilding.

        


        2. Claims
          by
          AssaBloy VingCard, Inc. for amounts allegedly due in connection with the
          key
          entry system at the Hotel (and possible actions relating thereto).

        


        3. United
          States Environmental Protection Agency Compliance Order (CAA-02-2005-1011)
          and
          Section 114 Letter (CAA-02-2004-1492).

        


        4. Alan
          Party Rentals vs. Wilshire Grand Hotel

        


        Superior
          Court of New Jersey

        Law
          Division: Essex County

        Special
          Civil Part

        Docket
          No. DC 3755-05

        


        5. Incident
          report filed by Wilshire Hotel guest, Brooke Bailey, on or about

        February
          22, 2005, alleging she grabbed a paper towel in the ladies Bathroom and
          was
          pricked by a hypodermic needle wrapped in the paper Towel.

        


        6.
          Solis
          vs. West Orange Hotel Associates, et al.

        


        Superior
          Court of New Jersey

        Law
          Division, Essex County

        Docket
          No. ESX-L-8826-04.

        


        7.
          Moghul
          Caterers vs. J.T. Mase d/b/a Wilshire Grand Hotel

        


        Superior
          Court of New Jersey

        Law
          Division, Morris County

        Special
          Civil Part

        Docket
          No. 003014-05.

        


        8.
          Euro
          Waiters, LLC vs. Wilshire Grand Hotel

        


        Superior
          Court of New Jersey

        Law
          Division, Essex County

        Special
          Civil Part, Docket No. SC-1881-05.

        


        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         


        EXHIBIT
          A

        


        Intentionally
          Omitted

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B

        


        DEED

        


        
          	 	 
	
                   

                   

                  DEED

                   

                  This
                    Deed is made as of ___________ ____, 2005

                	
                   

                  Prepared
                    By:

                   

                  ______________________________

                  MARK
                    B. ROSENMAN , ESQ.

                


        

        


        BETWEEN

        


        WO
          GRAND
          HOTEL, LLC, a New Jersey limited liability corporation, whose address is
          c/o
          Wilshire Enterprises, 1 Gateway Center, Newark, New Jersey 07102.

        


        referred
          to as the Grantor,

        


        AND

        


        __________________________,
          a ___________________limited liability company, whose address is
          _______________________________, 

        


        referred
          to as the Grantee.

        


        The
          words
          "Grantor" and "Grantee" shall mean all Grantors and all Grantees listed
          above.

        


        Transfer
          of Ownership.
          The
          Grantor grants and conveys (transfers ownership of) the property described
          below
          to the Grantee. This transfer is made for the sum of
          [___________________________________________] and __/100 ($__________._))
          Dollars. The Grantor acknowledges receipt of this money.

        


        Tax
          Map Reference.
          (N.J.S.A. 46:15-1.1) Township of West Orange, County of Essex

        Block
          Number 152.22, Lot Number 1428 

        


        Property.
          The
          property consists of the land and all the buildings and structures on the
          land
          in the Township of West Orange, County of Essex and State of New Jersey.
          The
          legal description is:

        


        SEE
          LEGAL
          DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF

        


        BEING
          commonly known as 350 Pleasant Valley Way, West Orange, New Jersey.

        


        BEING
          the
          same premises conveyed to the Grantor herein by Deed from Wilshire Enterprises,
          Inc., dated June 2, 2005 and recorded _____________________ in the Office
          of the
          Clerk of Essex County in Deed Book ________ Page _________.

        


        Promises
          by Grantor.
          The
          Grantor promises that, except for the Permitted Exceptions as hereinafter
          defined, the Grantor has done no act to encumber the property. This promise
          is
          called a "covenant as to grantor's acts" (N.J.S.A. 46:4-6). This promise
          means
          that, except for the Permitted Exceptions, the Grantor has not allowed
          anyone
          else to obtain any legal rights which affect the property (such as by making
          a
          mortgage or allowing a judgment to be entered against the Grantor).

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

        THIS
          DEED
          IS SUBJECT to, among other things, covenants, easements and restrictions
          of
          record, items of public record, taxes, and such state of facts as an accurate
          survey would disclose, and the matters attached hereto on Exhibit
          A
          (collectively, the “Permitted Exceptions”).
          

        


        [balance
          of page intentionally left blank]

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

        Signatures.
          The Grantor signs this Deed as of the date at the top of the first
          page.

        


        


        


        WO
          GRAND
          HOTEL, LLC

        a
          New
          Jersey limited liability company

        


        By:
          Wilshire Enterprises, Inc.

        a
          Delaware corporation

        


        By:
          ____________________________         

        Name:
          

        Title: 

         

        
           

        

        STATE
          OF
          NEW JERSEY

        


        COUNTY
          OF
          ESSEX  

        


        


        I
          CERTIFY
          that on _______________ _____, 2005, ______________ personally came before
          me
          and this person acknowledged under oath, to my satisfaction, that:

        


        
          	 	
                  (a)

                	
                  this
                    person signed, sealed and delivered the attached document as
                    President of
                    Wilshire Enterprises, Inc., a member of the Grantor named in
                    this
                    document; 

                


        

        


        
          	 	
                  (b)

                	
                  this
                    document was signed and made by the ______________ as its voluntary
                    act
                    and deed by virtue of authority from its _____________________;
                    and

                


        

         

        
          
            	 	
                    (c)

                  	the full and actual consideration paid or
                    to be paid for
                    the transfer of title is $________________________.___. (Such
                    consideration is defined in N.J.S.A.
                    46:15-5.)


          

          


        

         

        


        


        ________________________________

        


        
          
             

          

          
             

            
              

            

          

          
             

          

           

        

        
          	 	 
	
                   

                   

                  D
                    E
                    E D

                	
                   

                   

                  Dated:
                    As of __________, 2005

                
	
                   

                   

                  WO
                    GRAND HOTEL, LLC 

                  a
                    New Jersey limited liability company

                   

                  Grantor,

                   

                   

                  TO

                   

                  [______________________________],

                   

                   

                  Grantee.

                	
                   

                   

                  Record
                    and return to:

                   

                   

                
	 	 


        

        


        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

        EXHIBIT
          A

         

        Title
          Exceptions (to be attached)

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        EXHIBIT
          C

        


        BILL
          OF
          SALE

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        BILL
          OF SALE

         

        WO
          GRAND
          HOTEL, LLC, a New Jersey limited liability company ("Assignor"),
          in
          consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), the receipt
          and
          sufficiency of which are hereby acknowledged, does hereby grant, bargain,
          sell,
          convey, assign, transfer, set over and deliver (collectively, "assign")
          unto
[_________________________________],
          a
          [_____________] limited liability company ("Assignee"),
          all
          of Assignor’s right, title and interest in and to all of the Personal Property
          (as such term is defined in that certain Hotel Purchase Agreement dated
          as of
          the __ day of September 2005, by and between Assignor, as seller, and Assignee,
          as purchaser).

         

        TO
          HAVE
          AND TO HOLD the Personal Property unto Assignee and Assignee’s heirs, legal
          representatives, successors and assigns forever.

         

        THE
          PERSONAL PROPERTY IS BEING ASSIGNED AND CONVEYED "AS IS", "WHERE IS", AND
          "WITH
          ALL FAULTS" AS OF THE DATE OF THIS BILL OF SALE, WITHOUT ANY REPRESENTATION
          OR
          WARRANTY WHATSOEVER AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE,
          MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED, EXCEPT THAT,
          WITH
          RESPECT ONLY TO THE ITEMS SET FORTH ON SCHEDULE
          A
          HERETO,
          SELLER REPRESENTS THAT SELLER HAS NOT LEASED, PLEDGED, ENCUMBERED OR
          HYPOTHETICATED THE PERSONAL PROPERTY SET FORTH ON SCHEDULE
          A.
          ASSIGNEE IS HEREBY ACQUIRING THE PERSONAL PROPERTY BASED SOLELY UPON ASSIGNEE’S
          OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS AND NOT IN RELIANCE ON ANY
          INFORMATION PROVIDED BY ASSIGNOR OR ASSIGNOR’S AGENTS OR CONTRACTORS. ASSIGNOR
          HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF THE PERSONAL PROPERTY.
          ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION,
          ORAL
          OR WRITTEN, PAST OR PRESENT, EXPRESSED OR IMPLIED, CONCERNING THE PERSONAL
          PROPERTY OR ASSIGNOR’S TITLE THERETO.

         

        IN
          WITNESS WHEREOF, the parties have signed and delivered this Bill of Sale
          as of
          the _____ day of _______________ 2005.

         

        ASSIGNOR:

        


        WO
          GRAND HOTEL LLC,
          a New
          Jersey limited liability company

        


        
          	 	
                  By:

                	
                  Wilshire
                    Enterprises, Inc., a Delaware corporation, its
                    [________________]

                


        

        


        


        
          	 	
                  By:

                	
                  ______________________________

                


        

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

        SCHEDULE
          A

        


        


        [to
          be
          completed at closing]

        


        


        


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        EXHIBIT
          D

        


        ASSIGNMENT
          AND ASSUMPTION OF LEASES

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

        ASSIGNMENT
          AND ASSUMPTION OF LEASES 

        


        


        This
          Assignment and Assumption Agreement is entered into as of ____________
          ___, 2005
          by and between WO
          GRAND HOTEL, LLC,
          a New
          Jersey limited liability company (“Assignor”),
          as
          assignor, and [_______________________________] a ______________limited
          partnership (“Assignee”),
          as
          assignee.

         

        Background

         

        In
          connection with the sale by Assignor to Assignee of that certain property
          known
          as the Wilshire Grand Hotel located in the Township of West Orange, Essex
          County, New Jersey, pursuant to that certain Hotel Purchase Agreement dated
          September__, 2005 between Assignor, as seller, and Assignee, as purchaser
          (as
          the same may have been amended, the “Purchase
          Agreement”).
          Assignor desires to assign to Assignee, and Assignee agrees to assume Assignor’s
          obligations under the leases listed on Schedule
          “A”
          attached hereto (collectively, the “Leases”), as set forth herein. 

         

        NOW,
          THEREFORE, in consideration of the premises and mutual covenants and agreements
          contained herein, and other good and valuable consideration delivered on
          the
          date hereof, the receipt and sufficiency of which are hereby acknowledged,
          and
          intending to be legally bound, Assignor and Assignee hereby agree as
          follows:

         

        1. Assignor
          hereby grants, assigns, transfers, sets over, conveys, and delivers to
          Assignee,
          its successors and assigns, any and all of its right, benefit, title, interest,
          and privilege in, to, and under, all of the Leases.

         

        2. Assignee
          hereby assumes Assignor’s liabilities and obligations under, and shall be bound
          by, the terms and conditions of each of the Leases from and after the date
          hereof. 

         

        3. This
          Assignment is made without any representation or warranty by Assignor
          whatsoever, except as may otherwise be expressly provided pursuant to the
          Purchase Agreement. 

         

        4.
           Assignor
          and Assignee each indemnify and hold the other harmless with respect to
          the
          Leases, but only to the extent specifically provided in the Purchase Agreement.
          

         

        5. The
          performance and interpretation of this Assignment and Assumption Agreement
          will
          be controlled by the laws of the State of New Jersey without giving effect
          to
          its conflict of laws provisions.

         

        6. The
          covenants and agreements contained in this Assignment and Assumption Agreement
          shall be binding upon and shall inure to the benefit of the parties hereto
          and
          their respective successors and assigns, and are for the sole benefit of
          the
          parties hereto and their permitted successors and assigns, and such covenants
          and agreements shall not be construed as conferring and are not intended
          to
          confer any rights or benefits on any other persons.

         

        7. This
          Assignment and Assumption Agreement may be executed in any number of
          counterparts, each of which when executed and delivered shall be deemed
          to be an
          original and all of which when taken together shall constitute but one
          and the
          same instrument.

        


        [balance
          of page intentionally left blank]

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        IN
          WITNESS WHEREOF, Assignor and Assignee have each caused this Assignment
          and
          Assumption Agreement to be duly executed as of the day and year first above
          written.

         

        ASSIGNOR:

        


        WO
          GRAND HOTEL, LLC

        a
          New
          Jersey limited liability company 

        


        By: Wilshire
          Enterprises, Inc., its [___________]

        


        By: ______________________________

        Name:
          Dan
          Pryor

        Title:
          President

        


        ASSIGNEE:

        


        [_____________________]

        


        


        


        


        By:______________________________

        Name:
          

        Title:
          

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        SCHEDULE
          A

        


        LEASES

        


        


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        EXHIBIT
          E

        


        ASSIGNMENT
          AND ASSUMPTION OF CONTRACTS

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        ASSIGNMENT
          AND ASSUMPTION OF CONTRACTS 

        


        


        This
          Assignment and Assumption Agreement (this “Assignment”)
          is
          entered into as of ____________ ___, ________ by and between WO
          GRAND HOTEL, LLC,
          a New
          Jersey limited liability company (“Assignor”),
          as
          assignor, and [_______________________________] a ______________limited
          partnership (“Assignee”),
          as
          assignee.

         

        Background

         

        In
          connection with the sale by Assignor to Assignee of that certain property
          known
          as the Wilshire Grand Hotel located in the Township of West Orange, Essex
          County, New Jersey, pursuant to that certain Hotel Purchase Agreement dated
          September__, 2005 between Assignor, as seller, and Assignee, as purchaser
          (as
          the same may have been amended, the “Purchase
          Agreement”).
          Assignor desires to assign to Assignee, and Assignee agrees to assume Assignor’s
          obligations under the agreements listed on Schedule
          “A”
          attached hereto (collectively, the “Assigned Contracts”), as set forth herein.


         

        NOW,
          THEREFORE, in consideration of the premises and mutual covenants and agreements
          contained herein, and other good and valuable consideration delivered on
          the
          date hereof, the receipt and sufficiency of which are hereby acknowledged,
          and
          intending to be legally bound, Assignor and Assignee hereby agree as
          follows:

         

        1. Assignor
          hereby grants, assigns, transfers, sets over, conveys, and delivers to
          Assignee,
          its successors and assigns, any and all of its right, benefit, title, interest,
          and privilege in, to, and under, all of the Assigned Contracts. 

         

        2. Assignee
          hereby assumes Assignor’s liabilities and obligations under, and shall be bound
          by, the terms and conditions of each of the Assigned Contracts from and
          after
          the date hereof. This Assignment is made without any representation or
          warranty
          by Assignor whatsoever, except as may otherwise be expressly provided pursuant
          to the Purchase Agreement.

         

        4.
           Assignor
          and Assignee each indemnify and hold the other harmless with respect to
          the
          Assigned Contracts, but only to the extent specifically provided in the
          Purchase
          Agreement. 

         

        5. The
          performance and interpretation of this Assignment and Assumption Agreement
          will
          be controlled by the laws of the State of New Jersey without giving effect
          to
          its conflict of laws provisions.

         

        6. The
          covenants and agreements contained in this Assignment and Assumption Agreement
          shall be binding upon and shall inure to the benefit of the parties hereto
          and
          their respective successors and assigns, and are for the sole benefit of
          the
          parties hereto and their permitted successors and assigns, and such covenants
          and agreements shall not be construed as conferring and are not intended
          to
          confer any rights or benefits on any other persons.

         

        7. This
          Assignment and Assumption Agreement may be executed in any number of
          counterparts, each of which when executed and delivered shall be deemed
          to be an
          original and all of which when taken together shall constitute but one
          and the
          same instrument.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        IN
          WITNESS WHEREOF, Assignor and Assignee have each caused this Assignment
          and
          Assumption Agreement to be duly executed as of the day and year first above
          written.

         

        ASSIGNOR:

        


        WO
          GRAND HOTEL, LLC

        a
          New
          Jersey limited liability company 

        


        By: Wilshire
          Enterprises, Inc., its [___________]

        


        By: ______________________________

        Name:
          Dan
          Pryor

        Title:
          President

        


        ASSIGNEE:

        


        [_____________________]

        


        


        


        


        By:______________________________

        Name:
          

        Title:
          

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        SCHEDULE
          A

        


        ASSIGNED
          CONTRACTS

        


        


        


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        EXHIBIT
          F

        


        AFFIDAVIT
          OF TITLE

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        AFFIDAVIT
          OF TITLE

        


        


        STATE
          OF
          NEW JERSEY     )

        SS.

        COUNTY
          OF
          ESSEX       )

        


        DANIEL
          C.
          PRYOR says under oath:

        


        1. President.
          I am
          president of Wilshire Enterprises, Inc., which is a Member of WO GRAND
          HOTEL,
          LLC, a limited liability company formed under the laws of the State of
          New
          Jersey. The limited liability company will be called the “LLC” and sometimes
          simply “it” or “its”. The LLC has offices located at c/o Wilshire Enterprises,
          Inc., One Gateway Center, Newark, New Jersey 07102. I am fully familiar
          with the
          business of the LLC, a citizen of the United States and at least 18 years
          old.

        


        2. Representations.
          The
          statements contained in this affidavit are true to the best of my knowledge,
          information and belief.

         

        3. Authority.
          The LLC
          is the only owner of fee title to the real property known as the Wilshire
          Grand
          Hotel located at 350 Pleasant Valley Way, West Orange, New Jersey called
          "this
          property". 

        


        This
          property is to be sold by the LLC to ________________, a _____________
          limited
          liability company (the “Buyer”). 

        


        This
          action, and the making of this affidavit of title, have been duly authorized
          by
          the LLC. The Certificate of Formation and Operating Agreement of the LLC
          are
          attached hereto. There has been no change in the composition of the LLC
          since
          its formation and the Operating Agreement has not been modified or amended.
          The
          LLC is legally authorized to transact business in New Jersey. It is not
          restrained from doing business nor has any legal action been taken for
          that
          purpose. It has never changed its name or used any other name. The LLC
          has not
          classified itself as a corporation for federal income tax purposes.

        


        4. Ownership
          and Possession.
          The LLC
          has owned this property since June 2, 2005. 

        


        5. Improvements.
          No
          additions, alterations or improvements are now being made by the LLC or
          have
          been made by the LLC to this property since June 2, 2005 which have not
          been
          paid or will duly be paid. 

        


        6. Bankruptcy
          and Judgments.
          No
          bankruptcy or insolvency proceedings have been started by or against it,
          nor has
          it ever been declared bankrupt. All bankruptcies and judgments listed on
          the
          attached judgment searches are not against the LLC, but against others
          with
          similar names.

        


        7. Reliance.
          The LLC
          makes this affidavit in order to induce the Buyer to buy the Property.
          It is
          aware that the Buyer will rely on the statements made in this affidavit
          and on
          its truthfulness.

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

        Signed
          and sworn to before me on

        _____________
          ____, 2005.

        


        
          
            	
                  	 	
                  
	   
	 	   

	
                  	 	DANIEL C.
                    PRYOR


          

        

         

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        EXHIBIT
          G

        


        ASSIGNMENT
          AND ASSUMPTION OF PERMITS

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        ASSIGNMENT
          AND ASSUMPTION OF PERMITS 

        


        


        This
          Assignment and Assumption Agreement is entered into as of ____________
          ___, 2005
          by and between WO
          GRAND HOTEL, LLC,
          a New
          Jersey limited liability company (“Assignor”),
          as
          assignor, and [_______________________________] a ______________limited
          partnership (“Assignee”),
          as
          assignee.

         

        Background

         

        In
          connection with the sale by Assignor to Assignee of that certain property
          known
          as the Wilshire Grand Hotel located in the Township of West Orange, Essex
          County, New Jersey, pursuant to that certain Hotel Purchase Agreement dated
          September__, 2005 between Assignor, as seller, and Assignee, as purchaser
          (as
          the same may have been amended, the “Purchase
          Agreement”).
          Assignor desires to assign to Assignee, and Assignee agrees to assume Assignor’s
          obligations under the Permits listed on Schedule
          “A”
          attached hereto (collectively, the “Assigned Permits”), as set forth
          herein

         

        NOW,
          THEREFORE, in consideration of the premises and mutual covenants and agreements
          contained herein, and other good and valuable consideration delivered on
          the
          date hereof, the receipt and sufficiency of which are hereby acknowledged,
          and
          intending to be legally bound, Assignor and Assignee hereby agree as
          follows:

         

        1. To
          the
          extent such assignment is lawful and to the extent same may be freely assigned
          by Assignor, Assignor hereby grants, assigns, transfers, sets over, conveys,
          and
          delivers to Assignee, its successors and assigns, any and all of its right,
          benefit, title, interest, and privilege in, to, and under, all of the Assigned
          Permits, expressly excluding any licenses or permits related to the sale
          or
          consumption of liquor or alcoholic beverages.

         

        2. Assignee
          hereby assumes Assignor’s liabilities and obligations under, and shall be bound
          by, the terms and conditions of each of the Assigned Permits from and after
          the
          date hereof. 

         

        3. This
          Assignment is made without any representation or warranty by Assignor
          whatsoever, except as may otherwise be expressly provided pursuant to the
          Purchase Agreement.

         

        4.
           The
          performance and interpretation of this Assignment and Assumption Agreement
          will
          be controlled by the laws of the State of New Jersey without giving effect
          to
          its conflict of laws provisions.

         

        5. The
          covenants and agreements contained in this Assignment and Assumption Agreement
          shall be binding upon and shall inure to the benefit of the parties hereto
          and
          their respective successors and assigns, and are for the sole benefit of
          the
          parties hereto and their permitted successors and assigns, and such covenants
          and agreements shall not be construed as conferring and are not intended
          to
          confer any rights or benefits on any other persons.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        6. This
          Assignment and Assumption Agreement may be executed in any number of
          counterparts, each of which when executed and delivered shall be deemed
          to be an
          original and all of which when taken together shall constitute but one
          and the
          same instrument.

        


        [balance
          of page intentionally left blank]

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        IN
          WITNESS WHEREOF, Assignor and Assignee have each caused this Assignment
          and
          Assumption Agreement to be duly executed as of the day and year first above
          written.

         

        ASSIGNOR:

        


        WO
          GRAND HOTEL, LLC

        a
          New
          Jersey limited liability company 

        


        By: Wilshire
          Enterprises, Inc., its [___________]

        


        By: ______________________________

        Name:
          Dan
          Pryor

        Title:
          President

        


        ASSIGNEE:

        


        [_____________________]

        


        


        


        


        By:______________________________

        Name:
          

        Title:
          

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        SCHEDULE
          A

        


        ASSIGNED
          PERMITS