AGREEMENT OF SALE

      AGREEMENT  made  this  14th day of  November,  2003 by and  between  ARROW
ELECTRONICS, INC., a New York corporation,  having an office at 50 Marcus Drive,
Melville,  New York 11747 ("Seller") and Interpharm  Holdings,  Inc., a Delaware
corporation,  having  an  office  at 69 Mall  Drive,  Commack,  New  York  11725
("Purchaser").

                                   WITNESSETH:

      WHEREAS,  Seller is the fee owner of that certain  parcel of land ("Land")
located  at  and  known  as 50  Horseblock  Road,  Yaphank,  NY and  being  more
particularly  described in Exhibit A annexed hereto and made a part hereof,  and
all easements,  rights of way,  privileges,  appurtenances  and other rights and
benefits,  if any,  belonging or in any way related to such land  (collectively,
"Easements"),  together with all buildings, structures and improvements thereon,
if any (collectively, "Improvements"; the Land, Easements and Improvements being
hereinafter  collectively  referred  to as the  "Premises");  and  all  fixtures
attached to the Land or the Improvements  listed on Exhibit B (collectively  the
"Fixtures");

      WHEREAS,  Seller  desires  to sell and  convey,  and  Purchaser  agrees to
purchase,  all of Seller's right,  title and interest in and to the Premises and
the Fixtures;

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
hereinafter  set  forth,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, it is hereby agreed as follows:

      1. Sale of Premises and Fixtures.

            (a) Seller  hereby agrees to sell and convey,  and Purchaser  hereby
agrees to purchase,  all of the Seller's right, title and interest in and to the
Premises and the Fixtures.

            (b) With  respect to the  Premises,  this sale  includes  all right,
title and interest, if any, of Seller in and to any land lying in the bed of any
street, road or avenue, opened or proposed, in front of or adjoining the Land to
the center line  thereof and all right,  title and  interest of Seller in and to
any award made or to be made in lieu  thereof and in and to any unpaid award for
damage to the Premises by reason of change of grade of any street.  With respect
to the Fixtures,  the sale includes all of Seller's  assignable  contract rights
with respect thereto,  including  warranties,  warranty claims,  maintenance and
service  contracts  listed and  described in Exhibit C.

      2.  Purchase  Price.  The  purchase  price is Nine Million Two Hundred and
Fifty Thousand Dollars ($9,250,000) ("Purchase Price"), payable as follows:

            (a) Nine Hundred Twenty Five Thousand Dollars ($925,000) ("Deposit")
upon the signing of this Agreement,  by Purchaser's  delivering to Richard Cahn,
as "Escrow Agent", a check, subject to collection (non-payment of which check in
due course  will give Seller the option of  canceling  this  Agreement)  in that
amount,  the  receipt of which is hereby  acknowledged,  to be held in escrow in
accordance with the terms of the Escrow Agreement annexed as Exhibit D; and


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            (b)  Eight  Million  Three  Hundred  Twenty  Five  Thousand  Dollars
($8,325,000),  on the Closing Date (as  hereinafter  defined),  by official bank
check(s)  or good  certified  check(s)  of  Purchaser  or  Purchaser's  mortgage
lender(s),  drawn on a bank  which is a  member  of the New York  Clearinghouse,
payable  directly  to the  order of Seller or by wire  transfer  of  immediately
available  federal  funds to an account or  accounts  of Seller as  directed  by
Seller, payable directly to the order of Seller.

            (c) Seller shall satisfy,  or at its option, use or direct Purchaser
to apply the necessary  portion of the balance of the Purchase  Price to satisfy
any mortgages,  mechanics' liens, liens for judgments and taxes, and other liens
or encumbrances  other than Permitted  Encumbrances that were placed against the
Premises or the  Fixtures as a direct  result of actions or  omissions of Seller
and that can be satisfied and discharged by payment of a fixed" and  determinate
sum of money.

      3. Title to the Premises.

            (a) Seller shall sell and deliver good and  marketable  title to the
Premises  and the  Fixtures,  subject to the  following  (which are  hereinafter
collectively referred to as the "Permitted Encumbrances"):

                  (i)   All   liens,   encumbrances,    covenants,    easements,
restrictions,  claims,  reversions or other agreements or matters which are more
particularly set forth on Exhibits A-2 annexed hereto and made a part hereof;

                  (ii) Rights now of record of any utility company to construct,
maintain and operate existing lines,  wires, poles,  cables,  distribution boxes
and appurtenances thereto, on, under or across the Premises,  provided that they
do not interfere with the use or occupancy of the Premises as currently  allowed
of right under applicable zoning;

                  (iii) Rights  contained in instruments  of record,  if any, so
far as the same may be of  present  force or  effect,  in favor of any public or
quasi-public  utility,  provided  that  they  do  not  (i)  cause  title  to  be
unmarketable or (ii) prohibit or materially restrict the use or occupancy of the
Premises  or the  existing  Improvements  as  currently  allowed of right  under
applicable zoning;

                  (iv)  Building  and  zoning   restrictions,   ordinances   and
regulations affecting the Premises heretofore or hereafter adopted by the state,
county, city, town or village in which any portion of the Premises lie or by any
other governmental  authority having jurisdiction thereof, and all amendments or
additions  thereto  now in  effect or which  will be in force and  effect on the
Closing  Date  provided  that  they do not  cause  title to be  unmarketable  or
restrict the use or occupancy  of the Premises or the existing  Improvements  as
currently used and occupied;

                  (v) Real estate taxes,  ad valorem  personal  property  taxes,
water rates, water frontage charges and storm sewer and sanitary sewer taxes (if
any), and water meter and sewer rent (if any) charges based thereon and interest
and penalties thereon for the fiscal tax period or real estate tax year in which
the Closing occurs, subject to adjustment as hereinafter set forth;


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                  (vi) Unpaid franchise or other taxes of any corporation in the
chain of title,  provided,  that on the  Closing  of title,  Seller  makes  such
deposit or guarantee as might be required by Purchaser's title insurance company
and that  Purchaser's  title  insurance  company  issues  to  Purchaser  and any
institution  providing or facilitating  financing to Purchaser a policy of title
insurance, insuring against the collection thereof out of the Premises; and

                  (vii) Any state of facts which an accurate  survey or personal
inspection  of the  Premises  would show,  provided  the same does not (i) cause
title to be  unmarketable  or (ii)  prohibit or  materially  restrict the use or
occupancy of the Premises or the existing  Improvements as currently  allowed of
right under applicable zoning.

      4. Apportionments.

            (a) The following  items are to be  apportioned  between  Seller and
Purchaser as of midnight preceding the Closing Date:

                  (i) Real estate  taxes are to be  apportioned  on the basis of
the fiscal year for which  assessed.  If the Closing Date shall occur before the
tax rate is fixed, the apportionment of taxes shall be upon the basis of the tax
rate for the next  preceding year applied to the latest  assessed  valuation and
shall be  readjusted  on the basis of the  actual tax bill,  promptly  after the
receipt thereof; which obligation shall survive the Closing.

                  (ii) Water rates,  water frontage  charges and storm sewer and
sanitary  sewer taxes.  If there are water meters on the  Premises,  any unfixed
water charges shall be  apportioned  on the basis of the water meter bills based
upon a reading taken not more than 30 days prior to the Closing Date.

            (b) In the event that the  apportionments  hereinabove  provided for
result in a credit balance to Purchaser,  the same shall  constitute a credit to
the cash  balance of the  Purchase  Price due at Closing.  In the event that the
apportionments  hereinabove  provided for result in a credit  balance to Seller,
Purchaser  shall pay the amount  thereof to Seller at Closing as part of, and in
addition to, the Purchase Price, by check for any amount less than $10,000 or by
official bank check or certified check for amounts greater than $10,000.

            (c) Any items which cannot be  apportioned  at the Closing  shall be
apportioned as soon as practicable after the Closing Date.

            (d) The  provisions  of this  Paragraph 4. shall survive the Closing
Date, but no later than one (1) year after the Closing Date.

      5. Liens.

            (a) All taxes, water rates or charges,  sewer rents and assessments,
plus  interest  and  penalties  which on the  Closing  Date are  liens  upon the
Premises,  and which Seller is obligated  to pay and  discharge,  and all unpaid
balances,  together  with  accrued  interest  thereon,  on  contracts,   chattel
mortgages or  conditional  bills of sale (on file on the Closing  Date),  or any
other  property  constituting  part of the  Premises  or the  Fixtures,  will be
allowed to Purchaser out of the Purchase  Price, to be deducted from the balance
of the  Purchase  Price  due at  the  Closing  (subject  to  the  provision  for
apportionment of taxes, water rates and sewer rents herein contained).


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            (b) If, on the Closing  Date,  the  Premises  shall be affected by a
lien or  encumbrance  which,  pursuant to the provisions of this  Agreement,  is
required to be  discharged  or  satisfied  by Seller,  Seller  shall (i) deliver
proper  instruments  of  satisfaction  or  discharge to Purchaser on the Closing
Date, (ii) make proper allowance to Purchaser for recording charges thereon, and
(iii) direct  Purchaser to pay at the Closing Date by Bank or certified  checks,
any amount,  not exceeding the cash balance of the Purchase  Price,  required to
discharge any such lien or liens,  and the amount so advanced  shall be credited
against the balance of the Purchase Price due at the Closing.  Purchaser  agrees
that not less than two days prior notice from Seller shall be sufficient for the
purpose  of  Purchaser's  compliance  with  clause  (iii).

      6.  Representations,  Warranties and Covenants of the Parties. In order to
induce the parties to enter into this  Agreement  and to perform its  respective
obligations  hereunder,  each party  represents  warrants  and  covenants to and
agrees with the other that:

            (a)  Each  party  (i)  is a  corporation,  duly  organized,  validly
existing and in good standing  under the laws of the state of its  incorporation
and is in good standing and, where  applicable,  qualified to do business in the
State of New York,  (ii) has the full power and  authority to purchase and sell,
as  appropriate,  the Premises  and the  Fixtures,  and to execute,  deliver and
perform this  Agreement and all  documents  contemplated  hereby,  and (iii) has
taken all actions and  obtained  all  consents  and  approvals  required for the
consummation of the transactions  contemplated by this Agreement,  including all
such  actions  and  consents  required  pursuant  to any  law and  said  party's
corporate by-laws in connection with this Agreement.

            (b) Neither the execution,  nor the delivery of, nor the performance
under this  Agreement or any other  document  executed and delivered by it (both
contemporaneously herewith or at the Closing) in connection with the transaction
is  precluded  by, will  conflict  with,  result in a breach of or violate,  any
provision of (iv) any existing federal,  state,  local or other  governmental or
quasi-governmental law, statute, ordinance,  restriction, rule or regulation, or
(v) any judgment,  order decree, writ or injunction of any court or governmental
department,  commission,  board, bureau, agency or instrumentality applicable to
Purchaser.

            (c)  There  is no  action,  arbitration,  or  other  proceeding,  or
investigation  (zoning  or  otherwise)  pending,  or to a  representing  party's
knowledge,  threatened  against or relating to the parties which would impact on
or  interfere  with a party's  ability  to  execute,  deliver  and  perform  its
respective obligations hereunder and consummate the transactions contemplated by
this Agreement.

      7. Closing. The closing ("Closing") shall be held at the offices of Seller
at 50 Marcus Drive,  Melville, New York 11747, or in the offices of the attorney
for Purchaser's  lender if Purchaser's  lender so requires,  at 10:00 A.M. on or
about March 31, 2004 ("Closing Date").


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      8.  Seller's  Responsibilities.  (a) Seller shall  deliver the Premises in
broom clean condition,  free of debris,  vacant and not subject to any tenancies
or other rights of occupancy.  Prior to said delivery, Seller shall have removed
all  non-structural  racking  (that is, all  racking  not  presently  within the
automated storage and retrieval area, as identified by the cross hatched area on
Exhibit E annexed hereto,  and all shelving which supports mezzanine floors) and
all trade equipment. The parties agree that the ten robot cranes, bin boxes, and
all shelving,  rack, rail and post structures  which are and have been a part of
the automated  storage and retrieval  system in the area shown on Exhibit E may,
together  with all existing  mezzanines  and shelves  supporting  them,  may, at
Seller's  option be left in place,  in whole or in part, by Seller upon delivery
of the  Premises,  Between the date hereof and the Closing  Date,  Seller  shall
maintain the Premises and the Fixtures in their existing  condition,  consistent
with past practice.

            (b) If Purchaser  requests,  Seller shall make a written  request to
the holder or holders of any existing mortgage to assign the same to Purchaser's
lender for the purposes of consolidating it with  Purchaser's  mortgage.  Seller
shall permit  Purchaser to communicate with such mortgage holders and coordinate
with them in connection with obtaining such assignments.

            (c) Seller  shall use its  reasonable  best  efforts to deliver true
copies of all contracts  relating to the use or  maintenance  of the Premises or
the Fixtures,  all of which are listed and described on Exhibit C. If requested,
Seller will request the other party to each such  contract to assign the same to
Purchaser,  or at  Purchaser's  instructions,  Seller  will  terminate  any such
contracts  which  may be  terminated  without  liability  or  financial  penalty
effective at the Closing Date.

            (d) Seller shall deliver all permits, approvals, and/or certificates
of occupancy for any  alternations or  improvements  Seller made or performed to
any  buildings  or  Improvements  located on the  Premises,  and shall  close or
otherwise remedy any open building permits.

      9. Closing Deliveries.

            (a) At the Closing, Seller shall deliver to Purchaser the following:

                  (i) Bargain  and Sale Deed with  Covenants  Against  Grantor's
Acts  ("Deed"),  with the  covenant  required by Section 13 of the New York Lien
Law,  which shall  convey the  Premises to  Purchaser  subject to the  Permitted
Encumbrances, in proper form for recording;

                  (ii)  Evidence  of  Compliance  with  FIRPTA  as  provided  in
Paragraph 31;

                  (iii) Any surveys,  site plans, building plans or blue prints,
specifications  (including  specifications with respect to Fixtures and facility
equipment  maintenance  logs and  reports  and other  documents  relating to the
Premises, to the extent the same are in the possession of Seller and kept in the
normal course of Seller's business; and


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                  (iv) All keys and security codes to all entrance doors to, and
equipment and utility rooms located in, the Premises,  with keys properly tagged
for identification.

            (b) At the  Closing,  Purchaser  shall  deliver  to Seller  the cash
portion of the Purchase Price payable at the Closing.

            (c) At the  Closing,  the  parties  shall  deliver to each other the
following:

                  (i) The New  York  State  Form  TP-584,  7/03  revision,  with
Seller's  payment  by check in the  amount  of the New York  State  Real  estate
Transfer Tax due in connection therewith;

                  (ii) The New York State  Board of  Equalization  &  Assessment
Real Estate Transfer Report;

                  (iii)  Evidence of corporate  authority to execute and deliver
this Agreement and to perform the other transactions contemplated hereby; and

                  (iv) Such other documents as may be reasonably required by the
title company or any governmental authority or agency, to effectuate the closing
of the transaction contemplated hereby.

      10. Default.

            (a) If Purchaser  shall default  under the terms of this  Agreement,
Seller shall retain the Deposit as liquidated damages,  whereupon this Agreement
shall be deemed  canceled and neither party shall have any further claims and/or
rights against the other,  except for any claims pursuant to Paragraph 17 hereof
entitled  "Brokerage,"  and the lien, if any, of Purchaser  against the Premises
shall  cease.  Purchaser  also shall  forfeit the Deposit to Seller if Purchaser
elects to terminate  this  Agreement in accordance  with  Paragraph  34(B).  The
parties  agree that  actual  damages in the event of a failure by  Purchaser  to
accomplish  the  Closing  by  reason  of its  default  or by  terminating  under
Paragraph  34(B) would be  impossible  to  ascertain  and that the amount of the
Deposit is a reasonable estimate thereof, was freely negotiated and is otherwise
reasonable in the circumstances.

            (b) If without being in default and after having made a diligent and
good  faith  effort to do so,  Seller  shall be  unable  to convey  title on the
Closing Date as provided in this Agreement or otherwise be unable to comply with
this Agreement,  its sole liability and obligation  hereunder shall be to return
or cause to be  returned  the  Deposit  to Seller  and  Seller  shall  reimburse
Purchaser for any non-refundable title, survey and bank fees or expenses and due
diligence expense relating to its  Investigations  (defined below) up to $30,000
in the aggregate,  whereupon this Agreement shall be deemed canceled and neither
party shall have any further claims and/or rights against the other,  except for
any claims pursuant to the Paragraph entitled  "Brokerage" hereof, and the lien,
if  any,  of  Purchaser  against  the  Premises  shall  cease.   Purchaser  may,
nevertheless,  elect to  accept  such  title as  Seller  may be able to  convey,
without  reduction of the Purchase Price or any credit or allowance  against the
same and without any other  liability on the part of Seller.  The  acceptance of
the Deed by Purchaser shall be deemed to be a full  performance and discharge of
every agreement and obligation on the part of Seller to be performed pursuant to
the provisions of this Agreement.


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<PAGE>

            (c) Subject to the limitations  described in Paragraph 22, if Seller
shall default in its obligations under this Agreement,  Purchaser shall have all
remedies available under applicable law.

      11.  Condition of the  Premises.  Subject to  Purchaser's  inspection  and
examination  of  the  Premises  as  provided  in  Paragraph  32  and  the  other
requirements  of this  Agreement,  Purchaser  agrees to acquire the Premises "as
is", in such condition as the same may be on the date hereof, subject,  however,
to reasonable use, wear, tear,  casualty and natural  deterioration  between the
date  hereof  and the  Closing  Date.  Seller  has not and  does  not  make  any
representations as to the physical condition, expenses, value of the Land or the
Improvements, availability of sewage connections, adequacy or fitness for use of
any  mechanical  equipment or any other matter or thing  affecting or related to
the Premises or the  transaction,  which might be pertinent in  considering  the
making of the purchase of the Premises or entering into this Agreement except as
herein specifically set forth, and Purchaser hereby expressly  acknowledges that
no such other  representations  have been made. Seller is not liable or bound in
any manner by expressed or implied warranties, guaranties, promises, statements,
representations or information pertaining to the Premises,  made or furnished by
any real estate broker, agent, employee, servant or other person representing or
purporting to represent Seller,  unless such warranties,  guaranties,  promises,
statements,  representations  or information are expressly and  specifically set
forth  herein.  Seller  further  agrees that all Fixtures  (including  the HVAC,
plumbing  and  electrical  systems,  but  excluding  the  automated  storage and
retrieval  system) on the Premises  will be in  reasonable  working order on the
date of Closing,  and the roof on the buildings free of leaks.  Without limiting
the foregoing,  Purchaser  acknowledges  that the shelving,  rack, rail and post
structures which are and have been a part of the automated storage and retrieval
system within the Premises and existing  mezzanines and support shelving may, at
Seller's option,  be left in place, in whole or in part, by Seller upon delivery
of the Premises;  that such structures may be, in whole or in part, load-bearing
or otherwise required for the structural integrity of the Premises; and that the
possibility  of the removal of such  structures  and the costs thereof  formed a
part of the negotiation of the Purchase Price.

      12. Title  Report.  Purchaser  shall within three (3) business  days after
Seller delivers to Purchaser two manually signed,  fully executed copies of this
Agreement,  order a title  insurance  policy from a title  insurance or abstract
company  authorized  to do  business  in the State of New York.  Promptly  after
receipt  of a title  report and any  continuation  searches  from said  company,
Purchaser  shall forward copies of such report to Seller's  attorneys or arrange
for same to be sent  directly  by the title or  abstract  company.  If Seller is
required to remove any  objections,  Seller  shall be  entitled to a  reasonable
adjournment,  not to  exceed 60 days,  of the  Closing  Date set  forth  herein,
whereupon  Seller  shall have until such new Closing Date to dispose of any such
objections, at no cost or expense to Purchaser. Any attempt by Seller to cure an
objection  shall not per se be  construed  as an  admission  by Seller that such
objection is one that will give Purchaser the right to cancel this Agreement.


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<PAGE>

      13.  Removal of Objections.  Except as otherwise set forth herein,  Seller
may, but shall not be required to, bring any action or proceeding,  or incur any
expense or expenses exceeding $45,000 in the aggregate,  in order to correct any
inadvertent,  correctable misrepresentations,  remove any violations against the
Premises that Purchaser's Investigations may reveal, or remove any objections to
title that  Purchaser has not agreed herein to accept.  Seller shall be required
to expend up to $45,000 in the aggregate for such purposes.

      14. Real Estate Tax Proceedings.  Seller is hereby  authorized to continue
any  proceeding  or  proceedings  now pending for the  reduction of the assessed
valuation of the Premises, and to try or settle the same in Seller's discretion,
but  with  respect  to any  tax  year  included  within  Purchaser's  period  of
ownership,  with Purchaser's approval,  which shall not unreasonably be withheld
or  delayed.  The net  refund  of  taxes,  if any,  for any tax year  for  which
Purchaser  shall be  entitled  to share in the refund  shall be divided  between
Seller and Purchaser in accordance with the  apportionment  of taxes pursuant to
the provisions  hereof,  after deducting there from a pro rata share (based upon
Purchaser's  percentage  interest in the proceeds of any judgment or settlement)
of all expenses,  including counsel fees, necessarily incurred in obtaining such
refund,  the  allocation  of such  expenses  to be based  upon the total  refund
obtained in such proceeding and in any other proceeding  simultaneously involved
in the trial or  settlement.  Purchaser  shall  deliver to Seller,  upon demand,
receipted tax bills and canceled  checks used in payment of such taxes and shall
execute  any  and all  consents  or  other  documents,  and do any act or  thing
necessary for the collection of such refund by Seller.

      15. Personal Property.  No representation or warranty is made by Seller as
to the quality, kind or condition of any Fixture or article of personal property
attached or  appurtenant  to or used in  connection  with the  Premises or other
personal property located therein and sold hereunder. The parties mutually agree
that no part  of the  Purchase  Price  shall  be  deemed  to have  been  paid by
Purchaser for such personal property.  However,  if any Federal,  state or local
governmental body deems any part of the Purchase Price to have been paid for any
personal property  transferred  hereunder,  Purchaser agrees to pay to Seller on
the Closing  Date or  subsequent  thereto the amount of any sales tax payable in
connection herewith.  The provisions of this Paragraph shall survive the Closing
Date for a period of one year.

      16.  Expenses.  Seller shall pay all transfer taxes and recording fees for
Seller's  documents and Purchaser shall pay all mortgage recording tax, mortgage
recording fees, recording costs for Purchaser's  documents and Purchaser's title
insurance  premiums  (including he cost of preparing or updating  surveys of the
Premises  as  well  as the  cost  of any  special  endorsements  or  affirmative
assurances),  payable with respect to the sale and  conveyance of he Premises to
Purchaser.

      17.  Brokerage.  Each party  represents  and warrants to the other that no
broker or person  acting as such was  instrumental  or had any part in  bringing
about the  transaction  other than CB Richard  Ellis.  Each party  covenants and
agrees to indemnify and hold the other harmless from and against any loss, cost,
damage, expense (including reasonable attorneys' fees and expenses) or liability
resulting from any claims that may be made against the indemnified  party by any
broker or other person so acting, other than CB Richard Ellis, claiming a fee or
other  compensation  as a result of the  transaction  arising by,  through or on
account  of  any  act  or  purported  act  of  the  indemnifying  party  or  its
representatives.  Seller will pay the  commissions due CB Richard Ellis pursuant
to separate  agreements.  The  provisions  of this  paragraph  shall survive the
Closing Date.


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<PAGE>

      18. Risk of Loss.  Between the date hereof and the Closing Date,  the risk
of ownership and loss of the Premises  shall belong solely to Seller,  except as
hereinafter  provided.  If,  prior to the  Closing  Date,  all or a  substantial
portion of the Premises is condemned or  threatened  to be condemned or taken by
or threatened to be taken by eminent domain,  or damaged by fire or by any other
cause of any nature,  Seller  shall  notify  Purchaser of such taking or damage.
After receipt of notice of such  condemnation,  taking or damage (from Seller or
otherwise),  Purchaser shall have the option, to be exercised within twenty (20)
business days following receipt of such notice,  either (a) to require Seller to
convey the Premises on the Closing  Date to Purchaser in its damaged  condition,
upon and subject to all of the other terms and conditions of this Agreement, and
to assign to Purchaser all of Seller's  right,  title and interest in and to any
claims Seller may have under the insurance policies,  condemnation awards and/or
any causes of action with respect to such condemnation or taking of or damage to
the  Premises and to pay  Purchaser  all  payments  theretofore  made under such
insurance  policies or by such  condemning  authorities or (b) to terminate this
Agreement  by  giving  notice  to  Seller,  whereupon  this  Agreement  shall be
terminated  and Seller shall return,  or cause to be returned to Purchaser,  the
Deposit  and  thereafter   neither  party  shall  have  any  further  rights  or
obligations  to the other,  except  pursuant to the  provisions  of Paragraph 16
hereof.   Seller  shall  maintain  hazard  insurance  of  the  type  and  amount
customarily maintained for buildings similar to the Premises and if Seller fails
to maintain such insurance and Purchaser should become entitled to an assignment
of  insurance  proceeds as provided  above,  Seller shall pay to Purchaser a sum
equal to the  amount of such  proceeds  that  would  have  been paid had  Seller
maintained the required  insurance.  In the event that  Purchaser  shall fail to
make the election provided in the preceding  sentence within the prescribed time
period,  Purchaser shall be  conclusively  deemed to have elected the option set
forth in clause (a) of the preceding sentence. For purposes of this Paragraph, a
substantial  portion of the Premises shall mean, in the event of condemnation or
taking by eminent domain, a taking which (i) will result in a condemnation award
in excess of  $100,000  (ii)  materially  reduces  parking or  staging  areas or
changes  or limits  access to the  Premises  such that use of parking or staging
areas are materially impaired,  (iii) has an effect which prohibits or restricts
the use of the existing  improvements or interferes with the use of the Premises
as an office or warehouse or for light  industrial or light  manufacturing  use,
and, in the event of damage by fire or any other cause, where the cost to repair
and restore the same to its condition  immediately  preceding such fire or other
casualty would exceed $100,000.  If, prior to the Closing Date, an unsubstantial
portion of the Premises is  condemned,  taken by eminent  domain,  or damaged by
fire or by any other cause of any nature,  this Agreement shall continue in full
force and effect without  abatement of the Purchase Price or credit or allowance
of any kind or any claim or right of action  against Seller and, at the Closing,
Seller shall assign to Purchaser any and all right, title and interest of Seller
in and to any  insurance  policies,  condemnation  awards  and/or  any causes of
action with respect to such condemnation or taking of or damage to the Premises.
Seller  represents that there are no pending or, to its knowledge,  contemplated
condemnation  or eminent domain  proceedings  affecting the Premises or any part
thereof.

      19. Notices. All notices, consents,  demands, waivers, approvals and other
communications made hereunder or in connection therewith shall be in writing and
shall  be given  by  mailing  the same  addressed  to the  party  for whom it is
intended,  at the  address  set forth  above,  by  United  States  certified  or
registered mail, return receipt requested,  postage prepaid, or by a recognized,
national  overnight  courier.  Copies of all notices to Seller shall be sent, as
provided herein, to Arrow Electronics, Inc., 50 Marcus Drive, Melville, New York
11747 attention:  Director,  Real Estate, with a separately  transmitted copy to
Wayne  Brody,  VP Legal  affairs at the same  address.  Copies of all notices to


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<PAGE>

Purchaser shall be sent, as provided herein, to 69 Mall Drive, Commack, New York
11725,  attention Munish K. Rametra, with a copy to William Cornachio,  Esq., at
Rivkin Radler LLP, EAB Plaza, Uniondale,  New York 11556- 0111. Either party may
designate by notice to the other given as hereinabove  provided a new address to
which  notices shall  thereafter  be delivered or mailed.  Notices given by mail
shall be effective  five (5) business  days after  mailing and notices  given by
overnight courier on the business day following delivery of same to the courier,
except notices of change of address which shall be effective upon receipt.

      20.  Governing Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of New York,  without regard to principles
of conflicts of law.

      21.  Assignment.  No  assignment  or attempted  assignment of any kind (by
operation  of law or  otherwise)  by  Purchaser  of this  Agreement,  its rights
hereunder or its interests in any sums paid pursuant  hereto,  shall be valid or
enforceable  against  Seller,  except that Purchaser may assign its rights under
this Agreement (without relieving  Purchaser of its obligations  hereunder) to a
wholly owned subsidiary.

      22. Liability of Seller.  Seller shall not have any liability to Purchaser
with respect to any of Seller's obligations under this Agreement,  or otherwise,
in excess of the  liability  that  Seller  would  have had if the only  asset of
Seller were the  Premises,  and in no event shall  either party be liable to the
other for any  incidental,  consequential  or  indirect  damages  of any kind or
nature.  The parties agree that liquidated  damages under Paragraph 10(a) hereof
shall be treated as direct damages and not limited by the foregoing sentence.

      23. Fuel. Purchaser shall reimburse to Seller the cost of all oil or other
fuel on the premises on the Closing  Date.  The amount of fuel shall be measured
by a representative  of the oil company and the price to be paid therefore is to
be the then  prevailing  price of the company which  supplied  same,  plus sales
taxes thereon.  Seller shall deliver at Closing a written statement from the oil
company.

      24. No Recording.  This  Agreement  shall not be recorded by Purchaser and
any attempted  recordation  by Purchaser  shall be void and constitute a default
hereunder.

      25. Right of Inspection.  Purchaser and its agents shall have the right at
reasonable  times and from time to time to inspect the  Premises,  provided that
reasonable written notice thereof shall be given to Seller as herein provided.

      26. Further  Documents.  Each party to this  Agreement  agrees to execute,
acknowledge and deliver or cause to be delivered, such other deeds, assignments,
affidavits,   certificates  and  other  instruments  and  documents  as  may  be
reasonably  necessary  and  required  by the  other  party  from time to time to
confirm  and  carry  out  the  intent  and  purpose  of this  Agreement  and the
performance of each party's  obligations  under the terms of this Agreement,  in
such form as shall be reasonably satisfactory to counsel for both parties.


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<PAGE>

      27. Benefits and Obligations;  No Third Party Beneficiary.  This Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective  successors and permitted  assigns.  Notwithstanding  anything to the
contrary  contained  herein,  no party  other than the  parties  hereto or their
respective  successors  and  permitted  assigns  shall have any right or benefit
herein,  including,  without  limitation,  the right to insist  upon or  enforce
against  either  Seller  or  Purchaser  the  performance  of all or any of their
respective obligations hereunder and no such third party shall be deemed to have
received any benefit as a result of any of the revisions of this Agreement.

      28. Remedies Cumulative;  No Waiver. Each right, power and remedy provided
for  herein or now or  hereafter  existing  at law,  in  equity,  by  statute or
otherwise  shall be  cumulative  and  concurrent  and shall in addition to every
other right, power or remedy provided for herein or now or hereafter existing at
law, in equity,  by statute or  otherwise,  and the exercise or beginning of the
exercise or the  forbearance of exercise by a party hereto of any one or more of
such rights,  powers or remedies  shall not preclude the  simultaneous  or later
exercise by such party of any or all of any such rights,  powers or remedies. No
waiver by a party  hereto of any breach of this  Agreement or of any warranty or
representation  made hereunder by the other party shall be deemed to be a waiver
of any other  breach of any kind or  nature  and no  acceptance  of  payment  or
performance  by a party  after such  breach by the other party shall be deemed a
waiver of any breach of this Agreement or of any  representation  or warranty by
such other party. No failure on the part of a party to exercise any right it may
have  hereunder  by law upon the  default of the other party and no delay in the
exercise of such right shall prevent the exercise  thereof at any time that such
defaulting party continues to be in default,  and no such failure to delay shall
operate  as a  waiver  of  any  default,  or as a  modification  of  any  of the
provisions of this Agreement.

      29. Limitations on Survival of Representations,  Warranties, Covenants and
Other  Obligations.   No   representations,   warranties,   covenants  or  other
obligations of Seller set forth in this Agreement shall survive the Closing, and
no action based thereon shall be commenced after the Closing except as otherwise
specifically set forth herein.

      30.  Miscellaneous.  This Agreement,  including  Exhibits A, B, C, D and E
annexed  hereto,  contain the entire  agreement  between the parties hereto with
respect to the sale of the Premises and supersedes all prior understandings,  if
any, with respect thereto. All oral or written prior statements, representations
or promises, if any, and all prior negotiations and agreements are superseded by
this Agreement and merged herein.  If any term or provision of this Agreement or
any application thereof shall be invalid or unenforceable, the remainder of this
Agreement and any other application thereof shall not be affected thereby.  This
Agreement may not be modified,  terminated or amended nor any of its  provisions
waived  except by a written  instrument  signed by the party to be charged or by
its agent duly  authorized  in writing.  This  Agreement  may be executed in any
number of  counterparts,  each of which  shall be deemed an  original  and shall
constitute  but one and the same  instrument.  The captions and headings used in
this  Agreement are for  convenience  of reference only and shall not affect the
construction to be given any of the provisions  hereof. The delivery of the Deed
by Seller,  and the  acceptance  thereof by Purchaser,  shall be deemed the full
performance  and  discharge  of every  obligation  on the part of  Seller  to be
performed  hereunder,  except for  obligations  expressly  stated to survive the
Closing.


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<PAGE>

      31.  FIRPTA.  At Closing  the Seller and  Purchaser  agree to execute  and
deliver as directed, any instrument,  affidavit or statement,  or to perform any
act reasonably  necessary to carry out the provisions of the Foreign  Investment
in Real Property Tax Act.

      32.  Investigation  Contingency.  (A) During the period beginning with the
date Seller delivers to Purchaser two (2) manually signed, fully executed copies
of this Agreement, and ending on the date that is forty-five (45) days from that
date (the "Investigation  Period"),  Purchaser may, at Purchaser's sole cost and
expense, conduct any and all investigations, inspections and examinations of the
Premises  and  the  Fixtures,   including  a  violation  search,  title  review,
structural  engineering  study, and a phase one  environmental  audit (but not a
phase two) of the  Premises  ("Investigations").  If the  result of  Purchaser's
Investigations  reveals (i) any Environmental  Condition  (defined below),  (ii)
violations  which  Seller does not agree at its sole cost and expense to remedy,
discharge and remove of record or (iii) any structural defect,  damage or unsafe
or unsound condition  concerning any of Improvements which Seller does not agree
at its sole  cost and  expense  to  remedy  to the  reasonable  satisfaction  of
Purchaser's professional engineer, in its sole discretion,  Purchaser shall have
the right to cancel this Agreement by exercising  such right of  cancellation in
writing  and  delivering  said  notice  of  cancellation  to Seller  within  the
Investigation Period. If this Agreement is so canceled, then the Deposit and all
other sums paid hereunder  shall be returned to the Purchaser,  and  thereafter,
all rights of the parties hereunder shall cease. If Purchaser fails to give such
notice of  cancellation  to Seller  within the time period  provided  therefore,
then, in that event,  the  contingency  of this  Paragraph  shall cease and this
Contract  shall be firm and  unconditional  except to the extent  otherwise  set
forth in this Contract.

      (B)  "Environmental  Conditions" means any condition,  which constitutes a
violation of applicable environmental law, or requires reporting,  investigation
and/or remediation  activities due to the presence of Hazardous Materials or the
reasonable  suspicion  of  such  presence.   "Hazardous   Materials"  means  any
substance,  waste or material  regulated  under by any applicable  environmental
laws, and any substance that poses a threat to human health or environment.

      33. Hazardous  Materials.  Seller has received no notice nor otherwise has
knowledge  of the presence of  hazardous  materials  on the Premises  other than
those that might  ordinarily  be kept or used at a facility such as the Premises
in  compliance  with all  applicable  law.  Seller  makes  no  other or  further
representation concerning the use, presence or absence of hazardous materials or
contaminants of any kind on, in or under the Premises.

      34.  Town of  Brookhaven  IDA.  (A)  Purchaser's  obligations  under  this
Agreement  are subject to  Purchaser's  obtaining  by December  30, 2003 written
notice that the Town of Brookhaven Industrial Development Agency (the "IDA") has
adopted an inducement  resolution evidencing the intention of the IDA to provide
certain  financial  assistance  with respect to  Purchaser's  acquisition of the
Premises  pursuant to this Agreement (the  "Inducement  Resolution").  Purchaser
shall make a truthful  and prompt  application  for the  Inducement  Resolution,
which  Purchaser  shall pursue with  diligence,  and shall furnish all necessary
information  and documents  and pay all fees and charges  required in connection
with  such  application.  Purchaser  shall  furnish  Seller  with a copy  of the
Inducement Resolution promptly following its receipt.


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<PAGE>

      (B) In attempting to obtain the  Inducement  Resolution,  Purchaser  shall
comply with all  reasonable  requirements  of the IDA.  Purchaser  shall  notify
Seller of any inability to obtain the Inducement  Resolution  promptly.  In that
case, Seller may, in its sole discretion,  extend Purchaser's time to obtain the
Inducement  Resolution.   If  Purchaser  is  unable  to  obtain  the  Inducement
Resolution on or before December 30, 2003 or on such later date as Seller may in
its sole discretion permit,  Purchaser may by notice to Seller elect (i) to seek
financing for this acquisition  from alternative  sources and proceed to Closing
as otherwise  provided for herein but without any financing  contingency or (ii)
to cancel this Agreement,  in which event the Deposit shall  immediately  become
Seller's sole  property as liquidated  damages for  Purchaser's  exercising  its
right to terminate.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed and delivered as of the date and year first above written.


ARROW ELECTRONICS, INC.

By:_______________________
Printed Name: IRA M BIRNS
Its: VICE PRESIDENT & TREASURER
Date: 11/14/03______________


Interpharm, Inc

By:_______________________
Printed Name: MAGANLAL SUTARIA
Its: CEO Interpharm__________
Date: 11-14-03______________


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