**Exhibit
      10.40**





**Purchase
      Agreement dated October 6, 2005 between Wilshire Enterprises, Inc. and Jewel
      Corp.**





PURCHASE
      AGREEMENT





**Contract
      Date:**  October
      6, 2005






**Seller:**
            Wilshire Enterprises, Inc.
              One
                Gateway Center
              10thFloor
              Newark,
                New Jersey 07102
              Attention:Dan
                Pryor
              Telephone:201-420-2796
              Facsimile:201-420-6012with a copy to:
            Wilentz, Goldman & Spitzer, P.A.
              90
                Woodbridge Center Drive
              Suite
                900, Box 10
              Woodbridge,
                New Jersey 07095-0958
              Attention:Joseph
                J. Jankowski, Esq.
              Telephone:732-855-6059
              Facsimile:732-726-6512
              E-Mail:jjankowski@wilentz.com**Buyer:**
            Jewel
              Corp.
              c/o
                Frank Holahan, Esq.
              McElroy,
                Deutsch, Mulvaney & Carpenter, L.L.P.
              40
                West Ridgewood Avenue
              Ridgewood,
                New Jersey 07450
              E-Mail:fholahan@mdmc-Iaw.com**Escrow
              Agent:**
            Wilentz, Goldman & Spitzer, P.A.
              90
                Woodbridge Center Drive
              Suite
                900, Box 10
              Woodbridge,
                New Jersey 07095-0958
              Attention:Joseph
                J. Jankowski, Esq.
              Telephone:732-855-6059
              Facsimile:732-726-6512
              E-Mail:jjankowski@wilentz.com**Real Property:**
            The property that is legally described
              on the
              attached **Exhibit
              "A".**




THE
      TERMS
      LISTED IN BOLD ABOVE ARE DEFINED TERMS THAT ARE REFERRED TO THROUGHOUT THIS
      PURCHASE AGREEMENT.









**ARTICLE
      I**


**AGREEMENT
      AND PROPERTY**





**Section
      1.01. Agreement.** Upon
      the
      execution of this Purchase Agreement and the payment by Buyer of the Initial
      Earnest Money, this Purchase Agreement (referred to as this **"Contract")** will
      constitute a binding and effective agreement of Seller to sell the Property
      to
      Buyer and will constitute a binding and effective agreement of Buyer to purchase
      the Property from Seller subject to Due Diligence and other contingencies set
      forth in this Contract.





**Section
      1.02. Inclusions in Property.** Seller
      agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of
      Seller's right, title and interest in the Property upon the terms and conditions
      of this Contract and subject to the Lease Agreement dated December 31, 2002
      by
      and between Wilshire Enterprises, Inc., successor by merger to Wilshire Oil
      Company of Texas, and Trust Company of New Jersey, predecessor by merger with
      North Fork Bank **("Tenant")** attached
      hereto as **Exhibit
      "B"** and
      made
      a part hereof. The term **"Contract
      Rights"** means
      all
      prepaid rents (for periods after the Closing Date), tenant leases, tenant
      records, tenant files, permits, certificates of occupancy, occupancy and
      operations licenses, and all rights, if any, to any telephone numbers used
      for
      the Property. The term **"Improvements"** means
      all
      buildings, improvements, fixtures, parking areas, sidewalks, landscaping, and
      similar structures and improvements located on the Real Property. The term **"Other
      Rights"** means
      Seller's interest in all logos, designs, trade names, trademarks, service marks,
      plans and specifications, warranties, guaranties, all electronic records
      applicable to the Property, and all additional rights, easements, and
      appurtenances pertaining to the use, ownership, or operation of the
      Improvements, including all right, title, and interest of Seller in and to
      any
      land lying in the bed of any street, road, highway, or alley adjoining the
      Real
      Property and any strips and gores adjoining the Real Property. The term **"Property"** means
      collectively the Real Property, Improvements, Contract Rights, and Other
      Rights.





**Section
      1.03. Definitions.** Capitalized
      terms used in this Contract, including the terms listed on the cover page of
      this Contract, will have the meanings ascribed in this Contract.





**Section
      1.04. Contract.** This
      Contract consists of the main text and all exhibits to this Contract. All
      exhibits supplement this Contract. If there is a conflict between the main
      text
      of this Contract and the exhibits, the main text controls in all
      instances.





**ARTICLE
      II**


**PRICE,
      ESCROW, AND PRORATIONS**





**Section
      2.01. Purchase Price.** The
      total
      purchase price (the **"Price")** for
      the
      Property is **ONE
      MILLION SIX HUNDRED AND TWO THOUSAND AND FIVE HUNDRED AND 00/100 ($1,602,500.00)
      DOLLARS.** The
      Price
      will be paid by Buyer to Seller as follows:




(a) Concurrent
      with the execution of this Contract, Buyer will deposit with the Escrow Agent
      in
      Good Funds (as defined in Section 2.02) an initial earnest money deposit in
      the
      amount of FIFTY THOUSAND AND 00/100 ($50,000.00) DOLLARS **("Initial
      Earnest** Money").




2




(b) By
      no
      later than the date that is 30 days after the Contract Date, and provided that
      this Contract has not been terminated pursuant to Section 3.01, 3.02(b), 3.02(c)
      or 3.03(b), Buyer will deposit with Escrow Agent in Good Funds an additional
      earnest money deposit of ONE HUNDRED THOUSAND DOLLARS AND 00/100 ($100,000.00)
      DOLLARS **("Additional
      Earnest Money"** ).





(c) On
      or
      before the Closing Date, all additional amounts ( **"Closing
      Cash"** )
      required of Buyer to pay the Price, after credit for the Earnest Money, will
      be
      paid by Buyer to Seller in Good Funds.





**Section
      2.02. Earnest Money.** As
      used
      in this Contract, the term **"Earnest
      Money"** means,
      to
      the extent applicable under this Contract, the Initial Earnest Money, the
      Additional Earnest Money, and all interest that may accrue on the Additional
      Earnest Money from time to time, and the term **"Good
      Funds"** means
      in
      cash, by confirmed wire transfer, by certified check drawn on any Bank, or
      by
      cashier's check issued by any Bank representing good, sufficient, and
      immediately available U.S. funds. The Earnest Money will be held by Escrow
      Agent
      in accordance with the terms and conditions of this Contract in a fully
      federally insured or federally backed investment or otherwise as approved by
      Buyer and Seller. At the **Closing** of
      Title
      (as defined in Section 2.04(c)), the Earnest Money will be applied by Escrow
      Agent for the benefit of Buyer to the Price and Buyer's share of any closing
      costs and prorations. The Initial Earnest Money is nonrefundable upon expiration
      of the Inspection Period or any permitted extension thereof without notice
      of
      termination of this Contract by Buyer in accordance with the provisions of
      Section 3.01, 3.02(b), 3.02(c) or 3.03(b) in all instances except in the ease
      of
      a Seller default. The Additional Earnest Money is nonrefundable upon its deposit
      with the Escrow Agent in all instances except in the ease of a Seller
      default.





**Section
      2.03. Broker's Commission.** Except
      Marcus & Millichap **("Employed
      Broker"),** Buyer
      and
      Seller represent to each other that neither has dealt with any broker or any
      other person concerning the purchase and sale of the Property in a manner that
      would give rise to a claim for the payment of a commission. Each party agrees,
      on demand, to indemnify, defend, and hold harmless the other party for, from,
      and against any claim, damage, loss, liability, or exposure, (including attorney
      fees in a reasonable amount) arising out of any act or omission of the party
      or
      its representatives that forms the basis for any claim for a real estate
      brokerage commission. As used in this Contract, the term **"broker"** means
      any
      real estate broker, salesperson, agent, finder, or any other person entitled
      to
      a real estate brokerage commission. If and only if title closes in accordance
      with the terms of this Contract, Seller will pay to Employed Broker a brokerage
      commission in the amount specified in a separate brokerage agreement between
      Seller and Employed Broker. The brokerage indemnity described above will survive
      the cancellation or termination of this Contract. If the sale contemplated
      by
      this Contract is not consummated for any reason whatsoever, no commission or
      any
      portion of the Earnest Money will be paid to the Employed Broker, and the
      consent, approval, or joinder of the Employed Broker is not required to modify
      or cancel this Contract.




3




**Section
      2.04. Time Periods, Closing.**





(a) This
      Contract constitutes an enforceable obligation of Seller to sell and Buyer
      to
      purchase the Property on the terms and conditions of this Contract when this
      Contract is executed by both Buyer and Seller (the **"Contract
      Date").**





(b) The
      "Inspection Period" will commence on the Contract Date and will expire on the
      date that is thirty (30) days after the Contract Date unless otherwise extended
      in writing by Buyer and Seller.





(c) The
      completion of the purchase and sale transaction described in this Contract **("Closing
      of Title")** will
      occur on or before the date that is sixty (60) days from the Contract Date **("Closing
      Date")** on
      a date
      mutually agreed upon by Buyer and Seller at the office of Buyer's attorney
      unless otherwise extended in writing by Buyer and Seller. As used in this
      Contract the term **"Closing
      Date"** means
      the
      actual date established for closing under this Contract.





**Section
      2.05. Closing Costs and Prorations.** The
      following items will be prorated between Seller and Buyer at Closing of Title
      (and Buyer and Seller agree to pay their respective portions):





(a)
      Real
      property taxes will be prorated between Seller and Buyer as of the Closing
      Date,
      based upon the actual amount of taxes that are attributable to the Property
      for
      the year in which the closing occurs (even if payable, in whole or in part,
      in
      the following year) and, if the actual amount is not available, an estimate
      of
      the taxes based upon the best available information. If any prorations are
      based
      upon estimates, then re-prorations will be made post-closing when tax bills
      for
      the year in which the Closing Date occurs are received. Seller will be
      responsible for the payment of all real property taxes that are attributable
      to
      the period of time on and prior to the Closing of Title, and Buyer will be
      responsible for the payment of all real property taxes that are attributable
      to
      the period of time after the Closing of Title.





(b)
      With
      respect to any special assessments, improvement district assessments, municipal
      assessment districts, and the like that are a financial obligation on the
      Property or an owner of the Property (referred to collectively as **"Property
      Assessments"),** Buyer
      and
      Seller agree ,as follows: (i) all Property Assessments that are collected as
      part of the real property taxes will be prorated as established above along
      with
      (and on the same basis as) the real property taxes; and (ii) all Property
      Assessments that are collected/paid separate from the real property taxes but
      that exist as of the Closing of Title also will be prorated in the same manner
      as real estate taxes.




4




(c) (i)
      All
      Property Assessments for Improvements which have been completed and confirmed
      prior to Closing shall be paid by Seller; (ii) all Property Assessments for
      Improvements which have been completed but not confirmed prior to Closing shall
      be paid by Seller or an amount reasonably calculated to pay the Property
      Assessment in full shall be withheld from the proceeds at Closing; and (iii)
      any
      unconfirmed Property Assessments for Improvements which have not been completed
      prior to Closing shall be paid by Buyer.





(d) All
      prepaid rents paid to Seller by Tenant for periods subsequent to the Closing
      of
      Title will be paid by Seller to Buyer at the Closing of Title or, alternatively,
      will be credited toward the payment of the Price. All rental payments actually
      collected for the month in which the Closing Date occurs will be prorated as
      of
      the Closing of Title. Seller will not be entitled to any credit or payment
      for
      rents due and unpaid as of the Closing of Title. Buyer, after the Closing of
      Title, will use its good faith efforts to collect any past due rents and other
      damages that are owed to Seller from Tenant as of the Closing of Title, but
      Buyer's good faith efforts will not require it to incur any expense to collect
      past due rents and other damages. If Buyer collects any money from Tenant if,
      as
      of the Closing of Title, Tenant has past due rents, Seller agrees that the
      first
      money received by Buyer from Tenant will be applied to then-current rents and
      damages until all such amounts are fully paid, and subsequently, Buyer agrees
      to
      use good faith efforts to promptly remit to Seller any additional amounts
      collected from Tenant to tenant arrearages as of the Closing of Title. Seller
      acknowledges that Buyer will not be required to institute any litigation or
      eviction proceedings or incur any cost to collect any arrearages owed to
      Seller.





(e) All
      operating expenses for the Property during the period of time prior to and
      including the Closing of Title will be paid by Seller. Any bills for operating
      expenses that apply to the period of time prior to the Closing of Title but
      are
      received by Seller or Buyer after the Closing of Title will be paid by Seller
      through the post-closing adjustment mechanism described below. Buyer will be
      responsible for all operating expenses for the Property incurred after the
      Closing Date. All utility deposits posted by Seller will remain the property
      of
      Seller and will not be prorated. To the extent possible, utility prorations
      will
      be handled by meter readings on the day immediately preceding the Closing Date;
      otherwise, they will be based on prior months' bills and re-prorated on receipt
      of the actual bills. To the extent not prorated on the Closing Date, all
      operating expenses will be prorated and paid (adjusted), if applicable, under
      the post-closing adjustment mechanism established below.





(f) Seller
      will pay all lease taxes and sales and use taxes for rents collected by Seller
      on and prior to the Closing of Title and past-due rents collected by Buyer
      after
      the Closing Date and remitted to Seller, and Buyer will pay all lease taxes
      and
      sales and use taxes for rents collected ands retained by Buyer subsequent to
      the
      Closing of Title.





(g) All
      prorations will be made through the Closing Date (with the Seller being deemed
      the owner of the Property on Closing Date).




5




(h) To
      the extent
      the items established above cannot be accurately prorated on the Closing Date,
      adjustments to the prorations will be made from time to time after the Closing
      of Title by Buyer and Seller directly to take account of final information
      as to
      taxes and other expenses estimated as of the Closing of Title or to adjust
      rents
      or expenses that were not included in the prorations done at the Closing of
      Title. Buyer or Seller, as applicable, will pay the other on demand all amounts
      as may be appropriate based on the post-closing adjustments, together with
      interest at l0% per annum on any amount due from the date of written demand
      if
      the amount remains unpaid more than 30 days after written demand. Adjustments
      to
      prorations (other than prorations for taxes) must be demanded within 90 days
      after the Closing of Title, and adjustments to tax prorations must be demanded
      within 30 days after tax bills are received by both Buyer and Seller (Buyer
      and
      Seller each agreeing to provide the other with a copy of any property tax bill
      received by it) after the Closing Date. Adjustments to which either party may
      be
      entitled which are not demanded within the aforesaid time periods shall be
      deemed waived. These post-closing adjustment provisions (and the other
      provisions to which it applies) will survive the Closing.





**ARTICLE
      III**


**DUE
      DILIGENCE AND BUYER CONTINGENCIES**





**Section
      3.01. Due Diligence Documents.** During
      the Inspection Period, Buyer and its designated agents will be permitted
      reasonable access to the documents listed on **Exhibit
      "C"** (collectively,
      the **"Due
      Diligence Documents").** If
      Buyer
      determines, in its sole and absolute discretion and for any reason, that the
      Property is not satisfactory, then Buyer may terminate this Contract by
      providing Seller with written notice of termination. Upon termination of this
      Contract in accordance with the provisions of this Section 3.0 l, the Earnest
      Money shall be refunded to Buyer by the Escrow Agent.





**Section
      3.02. Title and Survey.** As
      soon
      as reasonably possible after the Contract Date, Buyer will obtain a commitment
      for an owner's policy of title insurance (the **"Title
      Report")** and
      copies of all non-standard exceptions to the Title Report. Buyer will obtain
      at
      its expense prior to the end of the Inspection Period a current survey prepared
      to Buyer's specifications if required by Buyer **("Survey").** Buyer
      will have until the end of the Inspection Period within which to notify Seller,
      in writing, of Buyer's disapproval, in its sole and absolute discretion, **("Title
      Objections"),** of
      any
      title exceptions or other matters that are contained in the Title Report or
      the
      Survey. Buyer's failure to make its Title Objections on a timely basis will
      be
      deemed a waiver of its title contingency under Section 3.02(a) and (b)
      below.





(a) If
      Buyer
      notifies Seller of any Title Objections on or before the end of the Inspection
      Period, Seller may elect, by delivering written notice to Buyer, to: (i) cure
      all of the Title Objections, in which case any Title Objections cured by Seller
      will be considered to have been approved by Buyer; or (ii) not attempt to cure
      all or any of the Title Objections. Seller may cure the Title Objections only
      by
      causing the removal of record of the Title Objections, modifying of record
      the
      Title Objections, obtaining a commitment from Buyer's title insurer to eliminate
      the Title Objections from the Title Policy, or causing Buyer's title insurer
      to
      issue an endorsement insuring Buyer against loss or damage from the Title
      Objections or to provide other affirmative assurances reasonably satisfactory
      to
      Buyer with regard to the Title Objections. All such cures (other than formal
      removal of record) must be in a form and content reasonably acceptable to Buyer.
      Seller's election under subsection (i) or (ii) above must be made within 10
      days
      after Seller's receipt of the Title Objections. Seller's failure to make a
      timely election under subsection (i) or (ii) above will be deemed an election
      not to attempt to cure under subsection (ii) above. Seller will have no
      obligation or duty to cure the Title Objections or to incur any expense in
      curing the Title Objections, except the Monetary Liens described
      below.




6




(b) If
      Seller
      has elected to cure any of the Title Objections pursuant to Section 3.02(a)(i)
      above and does not or cannot cure those objections within 30 days after the
      end
      of the Inspection Period (or otherwise deliver sufficient evidence within that
      time of Seller's ability to cure the matter at the closing), or if Seller has
      elected or is deemed to have elected not to attempt to cure pursuant to Section
      3.02(a)(ii) above, Buyer, as its sole and exclusive remedy, may elect to: (i)
      waive its Title Objections and complete the purchase of the Property at the
      Price (without any price adjustment and without any right or claim to damages,
      credit, or offset for the Title Objections, except removal of the Monetary
      Liens, which will be paid from Seller's proceeds of sale); or (ii) cancel this
      Contract. Buyer's failure to make the election described in the previous
      sentence within ten (10) days after the earlier to occur of the expiration
      of
      Seller's cure period described above or Buyer's receipt (or deemed receipt)
      of
      Seller's election not to attempt to cure will be deemed an acceptance of title
      as described in the Title Report and Survey (except for items that Buyer's
      title
      insurer has agreed to delete or modify) and a waiver of Buyer's right to cancel
      this Contract for a failure of Buyer's title contingency.





(c) If
      Buyer's title agent, after the expiration of the Inspection Period, updates,
      adds to, or amends the Title Report (by endorsement, amendment, or otherwise)
      to
      include a new title exception resulting from any new matters or facts that
      became known or were revealed to Buyer's title insurer after the Contract Date
      and that were not caused by Buyer's acts, Buyer will have until the earlier
      of
      two days prior to the Closing Date or five business days following Buyer's
      receipt of the amended Title Report (including legible and complete copies
      of
      all new title exceptions) to notify Seller in writing of its objections (with
      all new objections being considered as **"Additional
      Title Objections").** If
      Buyer
      timely objects to any new title exception, the timing and cure provisions
      outlined in Sections 3.02(a) and (b) will apply. Notwithstanding the preceding
      portions of this Section 3.02(c), the Closing Date will not be extended as
      a
      result of the application of Sections 3.02(a), (b), and (c) and all decisions
      of
      Buyer must be made on or prior to the Closing Date.





(d) Notwithstanding
      anything to the contrary in this Contract, Seller, at its cost on or before
      the
      Closing of Title, will discharge, defease, and release the Property from all
      deeds of trust, mortgages, installment land contracts, mechanic's liens, and
      consensual liens applicable to the Property (including the payment of any
      so-called prepayment, defeasance, or other fee) (called collectively the
      " **Monetary
      Liens** ").




7


**Section
      3.03**  **Inspection**





(a) During
      the Inspection Period, Buyer and its designated agents and independent
      contractors may access the Property, including meeting with and interviewing
      the
      Tenant, during normal business hours to investigate the physical and
      environmental condition of the Property and its major components including
      heating, plumbing, air conditioning, electricity, etc. and to conduct all tests
      that Buyer may deem necessary. All investigations and tests must be conducted
      in
      a manner that does not unreasonably interfere with Seller's maintenance,
      ownership, or operation of the Property or the use and enjoyment of the Property
      by Tenant. Written notification of the date and time of Buyer's investigations
      and tests must be sent to Seller at least seventy-two (72) hours before entry
      on
      the Property. All scheduling is to be coordinated among Buyer, Employed Broker,
      a representative of Seller (to be designated for each property), and
      Tenant.





(b) In
      the
      event that Buyer, in its sole and absolute discretion, is dissatisfied with
      the
      results of its inspections or its examination of the Due Diligence Documents,
      Buyer may terminate this Contract by providing Seller with written notice of
      termination prior to the expiration of the Inspection Period. Upon termination
      of this Contract in accordance with the provisions of this Section 3.03(b),
      the
      Earnest Money shall be refunded to Buyer by the Escrow Agent.





(c) Buyer
      agrees to indemnify, defend, and hold harmless Seller for, from, and against
      all
      damages, claims, and liabilities resulting from any tests and inspections
      performed on the Property by Buyer or its consultants, including personal injury
      and property damage. Specifically, Buyer agrees to restore the Property to
      its
      condition immediately prior to any invasive testing.





**ARTICLE
      IV**


**DEED
      AND REPRESENTATIONS**





**Section
      4.01. Deed** .
      Seller
      will convey fee simple title to the Property to Buyer at Closing of Title by
      a
      Bargain and Sale Deed with Covenants Against Grantor's Acts ("Deed") in the
      form
      that is attached as Exhibit
      "D".





**Section
      4.02. Seller Representations**. As of the Contract Date and through and
      including the Closing Date, the representations and warranties made by Seller
      to
      Buyer as detailed on **Exhibit
      "E"** (collectively,
      the **"Seller
      Contract Representations")** shall
      be
      true and correct.




8




**Section
      4.03. Representation Breach.**





(a) Buyer's
      obligation to purchase the Property is conditioned upon the truth and accuracy,
      in all material respects, of the Seller Contract Representations. If Seller
      obtains actual knowledge of a material error in or material breach of any of
      the
      Seller Contract Representations prior to Closing of Title, Seller promptly
      will
      give written notice to Buyer. Upon receipt of Seller's notice, Buyer will have
      until the later of the end of the Inspection Period or 10 days after Seller's
      notice of error or breach to cancel this Contract and declare Seller in breach.
      If Buyer declares a breach, the Initial Earnest Money shall be returned to
      Buyer, by the Escrow Agent as Buyer's sole remedy. If the breach, however,
      is
      caused by the intentional, willful, or grossly negligent acts or
      misrepresentations of Seller, Buyer will be entitled to exercise its remedies
      established under Section 6.03 below.





(b) If,
      after
      the Closing of Title, Buyer first discovers a material breach of the Seller
      Contract Representations, Buyer will be entitled to bring an action against
      Seller for the actual and direct damages incurred by Buyer as a result of the
      breach. Any award of damages will not include punitive damages (except to the
      extent of fraud of Seller) or consequential damages, whether or not foreseeable.
      .





**Section
      4.04. Non-Survival.** The
      Seller Contract Representations will not survive the Closing of Title but will
      merge with the delivery of the Deed.




**Section
      4.05. No Other Warranty.** Except
      as
      expressly set forth in this Contract or any of the documents to be executed
      pursuant to this Contract **("Additional
      Documents"),** Buyer
      acknowledges that Seller is selling the Property "AS IS" and that neither Seller
      nor its representatives or agents have made any warranties or representations,
      express or implied, oral or written, regarding any matter pertaining to the
      Property or its use including: (i) the physical condition, environmental
      condition, zoning, use, valuation, intended use, or other condition of the
      Property; (ii) its merchantability; (iii) its fitness for a particular purpose;
      or (iv) the physical condition, environmental condition, zoning, use, valuation,
      intended use, or other condition of any neighboring property.





**Section
      4.06. Property Condition; Operating Policies.**





(a) Between
      the Contract Date and the Closing of Title, Seller will use its reasonable
      efforts to operate and maintain the Property in substantially the same manner,
      condition, and repair (subject to only ordinary wear and tear and damage by
      insured casualty) as Seller has operated the Property prior to this Contract
      Date. During the pendency of this Contract, Seller will not sell or otherwise
      dispose of any of the items comprising the Property or mortgage or create liens
      or encumbrances against the Property, except the use of regular operating
      inventory in the ordinary course of business and, to the extent Seller would
      otherwise replace any disposed of item in the normal course of its operations,
      Seller will replace the disposed of items.




9




(b) After
      the
      Contract Date and except for tenant leases, Seller agrees that it will not
      enter
      into, terminate, or amend Project Contracts (as defined in Section 4.06(d))
      affecting the Property, including those for the furnishing of goods or services
      to or for the benefit of the Property, except for the entering into Project
      Contracts that are terminable without penalty upon not more than 30 days notice
      or unless Seller first obtains Buyer's written consent, whose consent will
      not
      be unreasonably withheld.





(c) Seller
      will maintain all existing property, casualty, and liability insurance on the
      Property until the Closing of Title. Prior to the Closing of Title, Seller
      will
      not market the Property for sale or otherwise accept, solicit or negotiate
      any
      offers for sale or refinance.





(d) On
      or
      before the expiration of the Inspection Period, Buyer may give written notice
      to
      Seller of Buyer's disapproval of any business leases and all project, service,
      advertising, locater service, and management contracts affecting the use or
      operation of the Property including laundry, telephone, signage, cable
      television, broadband, internet, cell towers, and antennae contracts
      (collectively, the " **Project
      Contracts** ").
      If
      Buyer disapproves any of the Project Contracts, Seller, without adjustment
      to
      the Price, must cause the Project Contracts to be cancelled as of the Closing
      Date and, notwithstanding anything to the contrary must cause all recorded
      memorandum, security interests, or other written and recorded instruments
      evidencing the Project Contracts to be fully released of record. All Project
      Contracts not disapproved by Buyer are called " **Approved
      Project Contracts** ."





**ARTICLE
      V**


**CLOSING
      DOCUMENTS**





**Section
      5.01. Seller's Closing Documents and Items** .
      At
      Closing of Title, Seller will deliver to Buyer the following documents and
      items
      (all in form reasonably acceptable to Buyer, to the extent not in agreed form
      as
      an exhibit to this Contract) as to the premises described in **Exhibit
      "A"** (as and
      to the extent applicable):




(a)
              The Deed;(b)
              The Assignment and Assumption of Contracts,
                Leases and Other Rights ("Assignment") in the form attached as **Exhibit
                "F**";(c)
              The
                most current rent roll for the Property, not dated more than three
                days
                prior to Closing of Title and certified as true and complete by
                Seller;(d)
              All keys, combinations, tenant leases,
                tenant
                histories, and the like pertaining to the Property that are in Seller's
                possession;(e)
              Authorizations and resolutions from
                Seller
                authorizing the consummation of this
                sale;
  10
  (f)
              A
                Non-Foreign Affidavit;(g)
              Evidence of termination of all Project
                Contracts required to be terminated by Seller pursuant to other provisions
                of this Contract;(h)
              Title affidavits, undertakings and
                any and
                all other documents reasonably required by the Buyer's Title Insurer
                to
                issue the Title Policy;(i)
              A letter jointly signed by Seller
                and Buyer
                notifying Tenant that the Property has been sold to Buyer, advising
                Tenant
                to pay all rent to Buyer and containing other similar information
                reasonably required by Buyer;(g)
              Letters to all vendors under agreements
                to be
                assigned to Buyer at Closing of Title advising them of the transfer
                of the
                Property to Buyer and containing other related information reasonably
                required by Buyer;(k)
              Originals (or certified copies to
                the extent
                that originals are unavailable) of all warranties, guaranties, licenses,
                permits, leases, service contracts and other documents related to
                the
                ownership, construction, operation and leasing of the Property;
                and(l)
              Any other documents that may be reasonably
                necessary or appropriate to perform and satisfy the obligations of
                Seller
                under this Contract (including the release, discharge, and/or defeasance
                of the Monetary Liens).




**Section
      5.02. Buyer's Closing Documents and Items.** At
      Closing of Title, Buyer will deliver to Escrow Agent the following documents
      and
      items:





(a) The
      Closing Cash;





(b) If
      applicable, appropriate evidence of due authorization and proper formation
      of
      Buyer; and





(c) Any
      other
      documents that may be reasonably necessary or appropriate to perform and satisfy
      the obligations of Buyer under this Contract.





**Section
      5.03. Title Policy; Realty Transfer Fee.** The
      cost
      of the Buyer's Title Policy and recordation of any Deed will be the
      responsibility of Buyer. Seller shall be responsible for the New Jersey Realty
      Transfer Fee and the recording fees required for the discharge or cancellation
      of the Monetary Liens.





**Section
      5.04. Possession** .
      On the
      Closing Date, Seller will deliver exclusive possession of the Property to Buyer,
      subject to those title matters approved by Buyer, the tenant leases, and the
      Approved Project Contracts.




11




**ARTICLE
      VI**


**GENERAL
      PROVISIONS**





**Section
      6.01 .Indemnity for Entry** .
      Buyer,
      on demand, must indemnify, defend, and hold harmless Seller for, from, and
      against any and all loss, cost, damage, claim, liability, or expense, including
      court costs and attorney fees in a reasonable amount, arising out of Buyer's
      or
      its agent's or its independent contractor's entry on the Property for the
      purposes of its inspections and tests; however, Buyer will have no liability
      for
      any punitive damages or for or with respect to pre-existing conditions. The
      foregoing indemnity includes any repairs necessary to restore the Property
      to
      its condition prior to the entry and to remove and release any mechanic's and
      materialman's liens.





**Section
      6.02. Default of Buyer** .
      If
      Buyer breaches this Contract, Seller, as its sole remedy, will be entitled
      to
      deliver a notice of immediate cancellation to Buyer and Escrow Agent and be
      paid
      the Earnest Money, as full, liquidated, and agreed-upon damages for Buyer's
      breach or default. With the fluctuation in land values, the unpredictable state
      of the economy, the fluctuating money market for real estate loans, and other
      factors that affect the marketability of the Property, Buyer and Seller agree
      that it would be impractical and extremely difficult to estimate the actual
      damages that Seller may suffer in the event of a default by Buyer. This remedy
      provision has been agreed upon after specific negotiation, keeping in mind
      the
      difficulties in estimating actual damages. Buyer and Seller agree that the
      Earnest Money represents a reasonable estimate of the total
      damages.





**Section
      6.03. Default by Seller** .
      If
      Seller breaches this Contract, Buyer, as Buyer's sole and exclusive remedy,
      may
      elect to: (i) cancel this Contract and receive a refund of its Earnest Money;
      (ii) enforce specific performance of this Contract without any right whatsoever
      against Seller to any offset or credit against the Price or to any other
      equitable or legal remedies or monetary damages; (iii) if specific performance
      is not available, commence an action for actual damages; or (iv) elect to waive
      the breach and close the transaction. Buyer's cancellation notice under
      subsection (i) above will be deemed effective immediately upon delivery of
      written notice of the cancellation to Seller and Escrow Agent. If Buyer fails
      to
      institute suit for its remedy of specific performance within ninety (90) days
      following the scheduled Closing Date, Buyer will be deemed to have waived its
      specific performance remedy.





**Section
      6.04. Attorney's Fees** .
      If any
      action is brought by either Buyer or Seller regarding its rights under this
      Contract, the prevailing party will be entitled to attorney fees in a reasonable
      amount, expenses, and court costs both at trial and on appeal.





**Section
      6.06. Casualty and Condemnation** .
      Seller
      will promptly provide notice to Buyer of any loss, damage, or taking ("Loss")
      prior to Closing of Title. If the Loss involves the complete taking of access,
      parking or other material benefits, or facilities, then, within 15 days of
      Buyer's receipt of Seller's notice of the Loss, Buyer may elect to either:
      (i)
      terminate this Contract, in which case Buyer will be entitled to a return of
      all
      Earnest Money; or (ii) proceed with the purchase of the Property. If Buyer
      fails
      to timely provide notice of its election or if the Loss does not involve the
      complete taking of access, parking, or other material benefits or facilities,
      then Buyer and Seller will proceed under subsection (ii); or (iii) If Buyer
      and
      Seller proceed, the Price will be adjusted downward by the amount of all awards
      and payments actually paid to Seller by the insurer or the condemning authority
      plus any deductible amounts under any applicable policies of insurance an other
      uninsured amounts. If Seller has not actually received the entire award or
      payment from the insurer or the condemning authority at the Closing of Title,
      Seller also will assign to Buyer all of its rights to any further awards or
      payments (including, without limitation, all casualty and rent loss
      proceeds).




12




**Section
      6.07. Governing Law and Exclusive Jurisdiction.** This
      Contract is to be governed by and construed and enforced in accordance with
      the
      laws of the State of New Jersey. Any action brought to interpret enforce, or
      construe any provision of this Contract must be commenced and maintained in
      the
      Superior Court of the State of New Jersey, or in the United States District
      Court for the District of New Jersey. All parties irrevocably consent to this
      jurisdiction and venue and agree not to transfer or remove any action commenced
      in accordance with this Contract.





**Section
      6.08. Construction.** The
      terms
      and provisions of this Contract represent the results of negotiations between
      Seller and Buyer, neither of which have acted under any duress or compulsion,
      whether legal, economic, or otherwise. Consequently, the terms and provisions
      of
      this Contract will be interpreted and construed in accordance with their usual
      and customary meanings, and Seller and Buyer each waive the application of
      any
      rule of law which states that ambiguous or conflicting terms or provisions
      are
      to be interpreted or construed against the party whose attorney prepared this
      Contract or any earlier draft of this Contract.





**Section
      6.09. Entire Agreement.** This
      Contract constitutes the entire understanding between the parties pertaining
      to
      the subject matter of this Contract and all prior agreements, representations,
      and understandings of the parties, whether oral or written, are superseded
      and
      merged in this Contract. No supplement, modification, or amendment of this
      Contract will be binding unless in writing and executed by the parties. No
      waiver of any of the provisions of this Contract will be deemed or will
      constitute a waiver of any other provisions, whether or not similar, nor will
      any waiver be a continuing waiver. No waiver will be binding unless executed
      in
      writing by the party making the waiver. Time is of the essence in the
      performance of each and every term of this Contract.





**Section
      6.10. Miscellaneous Definitions and Standards.** Whenever
      the terms **"sole
      discretion", "sole and absolute discretion", or "sole option"** are
      used,
      these terms will mean that the act or decision of the party may be made in
      the
      party's independent and individual choice of judgment without regard to any
      objective or other standard of consideration. Except for those acts or decisions
      that may be made in a party's **"sole
      discretion"** etc.,
      all
      acts or decisions of any party to this Contract must be exercised with
      reasonable discretion. Whenever the phrase "to Seller's knowledge" or any
      variation of such phrase is used, the phrase will mean that the matter
      represented is made based upon the actual knowledge of Daniel Pryor and Sherry
      Wilzig Izak, without any duty of investigation or verification of the matter
      on
      a current or ongoing basis and subject to all information given and disclosures
      made pursuant to this Contract. The term "will" denotes a mandatory obligation,
      and the term "may" is a permissive word denoting an option.




13




**Section
      6.11. Counterparts** .
      This
      Contract and any amendments may be executed in any number of original or
      telecopy counterparts, each of which will be effective on delivery and all
      of
      which together will constitute one binding agreement of the parties. Any
      signature page of this Contract may be detached from any executed counterpart
      of
      this Contract without impairing the legal effect of any signatures and may
      be
      attached to another counterpart of this Contract that is identical in form
      to
      the document signed (but that has attached to it one or more additional
      signature pages).





**Section
      6.12. Severability** .
      If
      anyone or more of the provisions of this Contract or the applicability of any
      provision to a specific situation is held invalid or unenforceable, the
      provision will be modified to the minimum extent necessary to make it or its
      application valid and enforceable in a manner consistent with the intent of
      this
      Contract, and the validity and enforceability of all other provisions of this
      Contract and all other applications of the enforceable provisions will not
      be
      affected by the invalidity or unenforceability of any provision, so long as
      this
      Contract may still be enforced in a manner consistent with the intent of Buyer
      and Seller.





**Section
      6.13. Confidentiality** .
      Without
      the prior written approval of Buyer and Seller, neither Seller, Buyer, nor
      Escrow Agent will make, authorize, or confirm any public announcement of this
      transaction or discuss this transaction or otherwise disclose any portion of
      the
      Due Diligence Documents (including all operating information) or results of
      environmental reports and assessments performed by Buyer, except as required
      by
      law or, as for Buyer, with those persons directly involved in the transaction
      including attorneys, advisors, partners, investors, consultants, accountants,
      and prospective lenders, without the prior written or oral consent of
      Seller.





**Section**  **6.14.
      Tax Deferred Exchange** .
      Seller
      and Buyer agree to cooperate in a commercially reasonable manner with each
      other
      and any designated exchange intermediary or exchange accommodation titleholder
      in order to effectuate a tax deferred exchange of the Property under Section
      1031 of the Internal Revenue Code. This obligation to cooperate does not include
      requiring the other party to take title to any other property to complete the
      exchange, to issue any legal opinions, to increase the potential liability
      of
      the non-exchange party, or to expand legal fees to review exchange documents
      in
      other than a diminimus (less than $1,000) amount.





**Section
      6.15. Escrow Agent** .
      Buyer
      and Seller will indemnify and hold Harmless Escrow Agent from all costs,
      damages, attorney fees, expenses, and liabilities that Escrow Agent may incur
      or
      sustain in connection with this Contract, including any interpleader action
      brought by Escrow Agent, except for those matters arising out of the negligent
      acts or omissions, willful misconduct; breach contract, or breach of fiduciary
      duty of Escrow Agent.





If
      conflicting demands are made upon Escrow Agent concerning this Contract, Buyer
      and Seller agree that Escrow Agent may hold any money and documents deposited
      under this Contract until Escrow Agent receives mutual instructions from Buyer
      and Seller or until a civil action has been finally concluded in a court of
      competent jurisdiction determining the rights of Buyer and Seller. In the
      alternative and at its discretion, Escrow Agent may commence a civil action
      to
      interplead any conflicting demands in a court of competent jurisdiction. Escrow
      Agent's deposit with the court of all documents and funds concerning this Escrow
      will relieve Escrow Agent of all further liability and responsibility under
      this
      Contract, except for those matters arising out of the negligent acts of
      omissions of Escrow Agent. Buyer and Seller agree that Escrow Agent may
      represent Seller in any litigation, mediation or arbitration between Buyer
      and
      Seller.




14




**Section
      6.16. Time for Performance.** The
      time
      for performance of any obligation or for the taking of any action under this
      Contract will be deemed to expire at 5:00 p.m. (prevailing Eastern Time) on
      the
      last day of the applicable time period established in this Contract. In
      calculating any time period under this Contract that commences upon the receipt
      of any notice, request, demand, or document, or upon the happening of any event,
      the date upon which the notice, request, demand, or document is received or
      the
      date the event occurs (or is deemed to have occurred) is not included within
      the
      applicable time period, but the applicable time period will commence on the
      day
      immediately following. If the time for performance of any obligation or for
      taking any action under this Contract expires on a Saturday, Sunday, legal
      holiday, or any date Escrow Agent is not open for business, the time for
      performance or for taking such action will be extended to the next succeeding
      day which is not a Saturday, Sunday, or legal holiday and during which Escrow
      Agent is open for business.





**Section
      6.17. Notices.** All
      notices, requests, demand, and other communications required or permitted under
      this Contract must be in writing and will be deemed to have been delivered,
      received, and effective: (i) on the date of service, if served by hand-delivery
      or by facsimile telecopy on the party to whom notice is to be given; or (ii)
      on
      the date that is one business day after deposit of the notice properly addressed
      to the party at the address shown on the cover page to this Contract, if sent
      by
      national overnight delivery; or (iii) three days after deposit of the notice
      properly addressed if sent by U.S. certified mail, return-receipt requested.
      The
      addresses, telephone numbers, and telecopy numbers shown on the first page
      of
      this Contract are the places and numbers for delivery of all notices. Any party
      may change the place or number for delivery of notice by notifying all other
      parties.





**[THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**




15


Executed
      as of this Contract Date.




**Jewel
              Corp.**
            
            **Wilshire Enterprises,
              Inc.**By:
            
            
            By:






ESCROW
                AGENT'S ACCEPTANCE




By
      its
      execution below, Escrow Agent accepts this Contract as its escrow instructions
      and acknowledges receipt of this Contract executed by Buyer and
      Seller.




Wilentz,
              Goldman
              & Spitzer P.A.By:




16





**EXHIBIT
      "A"**


**TO**


**PURCHASE
      AGREEMENT**




**Legal
      Description of the Property**





The
      Tax
      Map Reference of the property conveyed hereby is Borough of Rutherford, Block
      No. 73, Lot No. 29.





ALL
      that
      tract or parcel of land and premises, situate, lying and being in the Borough
      of
      Rutherford in the County of Bergen and State of New Jersey, more particularly
      described as follows:





BEGINNING
      at the intersection of the southeast line or side of Franklin Place with the
      northwest side or line of Park Avenue and running; thence





1.
      South
      71 degrees 31 minutes West along the northeast side or line of Park Avenue
      87.50
      feet; thence





2.
      North
      18 degrees 29 minutes West and at right angles to Park Avenue 139.23 feet;
      thence





3.
      North
      45 degrees 30 minutes East and in a direction at right angles to Franklin Place
      17.56 feet to the southwest line or side of Franklin Place; thence





4.
      South
      44 degrees 30 minutes East and along the southwest side or line of Franklin
      Place 163.50 feet to the point or place of BEGINNING.






17




**EXHIBIT
      "B"**


**TO**


**PURCHASE
      AGREEMENT**





(Lease
      Agreement)




18




**EXHIBIT
      "C"**


**TO**


**PURCHASE
      AGREEMENT**





The
      Due
      Diligence Documents consist of the following:





(a)
      The
      Lease Agreement dated December 31, 2002 by and between Wilshire Oil Company
      and
      Trust Company of New Jersey;




(b)
      Most
      recent property tax billing;




(c)
      Copy
      of existing survey with metes and bounds description;




(d)
      Copy
      of the Owner's Title Insurance Policy; and




(e)
      Deed.






19




**EXHIBIT
      "D"**


**TO**


**PURCHASE
      AGREEMENT**





(Deed)




20





CORP.
      TO
      IND. OR CORP - Plain Language


Prepared
      by:(Print signer's name below signature)


**DEED**  By:








This
      Deed
      is made on





**BETWEEN
      _______________________________________** **.** ,
      a
      corporation of the State of New Jersey, having its principal office at
      _______________________________ referred
      to as the
      Grantor,





**AND
      ___________________________________________** , 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    **AND                 
       NO/100---**


**($___________________)
      DOLLARS** . 
      The Grantor acknowledges receipt of this money.







**Tax
      Map Reference.** (N.J.S.A. 46:15-2.1) Municipality of
      ________________________________________




Block
      No.
      ________________ Lot
      No. ___________________  Account
      No. ______________________





**o** No lot
      and block or account number is available on the date of this deed. (Check box
      if
      applicable).





**Property.** The
      property consists of the land and all the buildings and structures on the land
      in the _____________________ , County
      of


and
      State
      of New Jersey. The legal description is:





PLEASE
      SEE ATTACHED LEGAL DESCRIPTION ANNEXED HERETO AND MADE A PART
      HEREOF.





Being
      the
      same premises conveyed to the





Subject
      to easements, restrictions, rights of way, if any, and such state of facts
      as an
      accurate survey may reveal.




21




The
      street address of the Property is:
      __________________________________________________________











**Promises
      by Grantor.** The
      Grantor promises that 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 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).





**Signatures.** This
      Deed is signed and attested to by the Grantor’s proper corporate officers as of
      the date at the top of the first page. (Print name below each
      signature).








Witness:







_______________________   By:___________________________














**STATE
      OF NEW JERSEY, COUNTY OF**     **SS:**





I
      CERTIFY
      that on __________ ,
      2005
      ____________________ , personally
      came before me and stated to my satisfaction that this person (or if more than
      one, each person):





(a)
                was the maker of the attached Deed;


(b)
                    was authorized to and did execute this Deed as ____________________of
                    __________________________________,
                    the entity named in this
                    Deed;


(c)
                      make this Deed for $______________________as
                      the full and actual consideration paid or to be paid for the
                      transfer of
                      title. (Such consideration is defined in N.J.S.A. 46:15-5);
                      and,


(d)
                executed this Deed as the act of the
                entity.





________________________________




22




**EXHIBIT
      "E"**


**TO**


**PURCHASE
      AGREEMENT**





**Seller's
      Contract Representations**





**E-l** --
      As to
      those matters related to the power and authority of Seller to sell the Property
      to Buyer under this Contract (collectively called the "Seller Authority
      Representations"), Seller represents and warrants to Buyer as
      follows:





(a)
      Seller is not prohibited from consummating the transaction contemplated by
      any
      law, regulation, agreement, order, or judgment.





(b)
      Seller is legally capable and properly authorized to perform all of


its
      obligations as described in this Contract. No additional shareholder, director,
      member, or partner approvals are required to make this Contract a binding
      agreement of Seller once Seller has signed this Contract and Buyer has deposited
      the Initial Earnest Money with the Escrow Agent.





(c)
      Seller is not party to any other current contracts for the sale, exchange,
      or
      transfer of all or any portion of the Property.





(d)
      The
      person signing this Contract on behalf of Seller is legally and properly
      authorized and empowered to sign this Contract and bind Seller to its terms
      and
      conditions.





(e)
      Any
      existing monetary liens on the Property can be defeased, and Seller will
      undertake, at its sole cost, all actions necessary to cause the defeasance
      to
      occur.





**E-2** --
      As to
      those matters with respect to the condition of the Property disclosed or
      referred to in third party notices (collectively called the "Notice
      Representations"), Seller represents and warrants to Buyer as
      follows:





(a)
      Seller has no knowledge of any pending or threatened condemnation or similar
      proceedings affecting the Property or any portion.





(b)
      Seller has no knowledge and has received no notifications from any Governmental
      Authorities having jurisdiction over the Property: (i) requiring any work to
      be
      done on the Property; or (ii) alleging any violation of an applicable ordinance,
      rule, regulation, or law with respect to the Property.





(c)
      Seller has received no notices by from any tenant claiming that Seller is in
      material default of its obligations as landlord.





(d)
      Seller has received no notice and has no knowledge of any actual or threatened
      claim, demand, damage, action, cause of action, litigation or other proceedings
      affecting the Property other than for rent collection or eviction related
      matters that have been disclosed to Buyer in writing.




23




**E-3** --
      As to
      those matters related to the legal or physical condition of the Property
      (collectively called the "Physical Condition Representations"), Seller
      represents and warrants to Buyer as follows:





(a)
      Seller has no knowledge of the existence of any past or present environmental
      condition (including, without limitation, mold, PCBs and other hazardous or
      toxic waste or substance) or hazardous substance on the Property.





(b)
      Seller owns marketable fee simple title to the Property subject only to: (i)
      easements and restrictions of record that do not render title unmarketable
      or
      affect the use of the Property, (ii) monetary liens to be defeased, and (iii)
      those matters disclosed by any Existing Survey.





**E-4** --
      As to
      those matters related to the financial or operational status or condition of
      the
      Property (collectively called the "Operational Representations"), Seller
      represents and warrants to Buyer as follows:





(a)
      All
      rent rolls of the Property delivered to Buyer pursuant to this Contract
      accurately set forth the lease status of the Property and all information
      established in the rent rolls is true and complete in all material respects
      as
      of the


respective
      dates.





(b)
      To
      Seller's knowledge, all Due Diligence Documents provided by Seller to Buyer
      are
      true and complete copies in all material respects of the Due Diligence Documents
      in Seller's possession.





(c)
      Other
      than tenants in possession as disclosed in the rent roll delivered to Buyer
      or
      as otherwise disclosed in the Title Report, no one other than Seller is in
      possession of the Property.





(d)
      There
      are no property agreements or contracts affecting the Property or its use or
      operation or to which Seller is a party other than as disclosed in the Due
      Diligence Documents. To Seller's knowledge, there are no material defaults
      in
      existence with respect to any Project Contracts. There are no locator
      agreements, leasing brokerage agreements or other similar agreements affecting
      the Property or to which Seller is a party that will be binding on Buyer after
      Closing of Title.




24




**EXHIBIT
      "F"**


**TO**


**PURCHASE
      AGREEMENT**





(Assignment
      of Leases, Contracts, and Other Rights)




25


**ASSIGNMENT
      OF LEASES, CONTRACTS, AND RIGHTS**




This
      Assignment of Leases, Contracts, and Rights, **("Assignment")** is
      executed and delivered as of **[insert
      Closing Date], 20 ("Effective Date") by _____________, a ____________ ("Seller")
      to _____________ ("Buyer").**





**BACKGROUND**





A.
      Seller, by Bargain and Sale Deed with Covenants Against Grantor's Acts **("Deed")** executed
      concurrently with this Assignment, has sold and conveyed to Buyer the
      _____________ complex **("Project")** commonly
      known as “____________________________,” located at ________________, in the
      City of ____________, County of ______________, State of New Jersey, as more
      particularly described in the Deed.





B.
      The
      terms and provisions of this Contracts and agreements in effect between Seller
      and Buyer relating to the sale/purchase of the Project (collectively, the **"Purchase
      Contract")** require,
      among other things, that Seller execute this Assignment transferring and
      assigning to Buyer Seller's rights in this Contract Rights (including all tenant
      leases) and Other Rights (collectively, the **"Assigned
      Items").**





C.
      Capitalized terms that are used in this Assignment but are not defined
      specifically in this Assignment will be ascribed the meanings contained in
      the
      Purchase Contract.





**TRANSFER
      AND ASSIGNMENT**





In
      consideration of the closing of the purchase of the Project by Buyer and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      acknowledged, Seller makes the following assignments to Buyer:




1.
      Assignment of Rents, Tenant Leases, and Contracts.




(a)
      Seller transfers, assigns, and conveys to Buyer, and its successors and assigns,
      all of the right, title, interest, powers, and privileges of Seller in and
      under
      all tenant leases applicable to the Project **("Tenant
      Leases"),** all
      of
      which are referred to in the Rent Roll attached as **Appendix
      One** **("Rent
      Roll").** This
      assignment of Tenant Leases includes the right of Buyer to collect all rents
      due
      or payable under the Tenant Leases for periods commencing on or following the
      Effective Date of this Assignment





(b)
      Seller certifies that the information shown on the Rent Roll is true and correct
      as of the date of this Assignment, and there is no rent or other concessions
      given to any occupant of an apartment unit in the Project, except as accurately
      reflected in the Rent Roll.




26




(c)
      Seller further represents and warrants to Buyer that: (i) Seller is the lawful
      owner of all of the Tenant Leases; (ii) all Tenant Leases are in full force
      and
      effect and, after the date of this Assignment, will be enforceable by Buyer
      in
      accordance with their terms; (iii) except as otherwise disclosed to Buyer in
      writing, there are no defaults by Seller (or its agents or representatives)
      or
      any tenant under the Tenant Leases; and (iv) all future rights and obligations
      assumed by Buyer under the Tenant Leases are accurately established in the
      Tenant Leases, true, correct, and complete copies of which were previously
      furnished by Seller to Buyer.





**2.
      Assignment of Security Deposits.** Seller
      transfers and assigns to Buyer all Tenant Deposits. **[Seller
      represents and warrants to Buyer that the aggregate sum of the Tenant Deposits
      is** $_.]




**3.**  **Assignment
      of Project Contracts.**




(a)
      Seller transfers and assigns to Buyer, and its successors and assigns, all
      of
      the right, title, interest, powers, and privileges of Seller under only the
      Project Contracts listed on **Appendix
      Two** to
      this
      Assignment. No other Project Contracts are transferred or assigned to
      Buyer.





(b)
      Seller represents and warrants to Buyer that: (i) all right, title, interest,
      powers, and privileges being assigned to and assumed by Buyer and all rights
      and
      options of third parties relating to the Approved Project Contracts are
      accurately established in their entirety in the Approved Project Contracts
      attached as **Appendix** Two; and
      (ii)
      no contracts or agreements relating to management, maintenance, ownership,
      or
      operation of the Project, other than those listed on **Appendix
      Two.** have
      been
      entered by Seller which will remain in effect or become effective after the
      Effective Date of this Assignment.





**4.
      Assignment of Miscellaneous Items.** Without
      limitation of Section I above, Seller transfers, assigns, and conveys to Buyer,
      its successors and assigns, all Contract Rights and Other Rights owned by Seller
      and located on the Project that have not otherwise been conveyed.





**5.
      Assignment of Warranties, Claims and Causes of Action.** Seller
      transfers and assigns to Buyer, and its successors and assigns, all of Seller's
      right, title, and interest in all representations or warranties (express or
      implied) and all other rights, causes of action, or all claims of any kind
      (collectively, the **"Warranties")** arising
      out of the Assigned Items. Without intending to limit the generality of the
      foregoing, Seller assign to Buyer all rights, claims, and causes of action
      which
      Seller may have against any contractor, materialman, supplier, distributor,
      or
      vendor relating to any work, materials, or equipment furnished for the Project
      prior to the date of this Assignment.




**6.** **Miscellaneous.**





(a)
      Seller agrees, at its sole cost and expense, to perform, execute, and/or deliver
      (or to cause to be performed, executed, and/or delivered) any additional
      documents and/or assurances as Buyer may reasonably request to insure, secure,
      or perfect Buyer's interest in any of the items assigned to Buyer by this
      Assignment or to otherwise fully and effectively carry out the intent and
      purpose of this Assignment or this Contract.




27




(b)
      Seller warrants and represents to Buyer that the rights and interests of Seller
      intended to be assigned under this Assignment are not subject to any prior
      assignment, pledge, or encumbrance.





(c)
      Seller and Buyer warrant and represent to each other that they have the
      requisite power and authority to enter this Assignment and have performed all
      acts and secured all approvals necessary to make this Assignment effective
      and
      legally binding on such party in accordance with its terms. Each person
      executing this instrument on behalf of either party, as agent or otherwise,
      personally warrants that he or she is duly authorized and empowered to do so
      and
      that all signatures and approvals of persons with an ownership interest in
      such
      party have been obtained so as to make this Assignment legally enforceable
      and
      effective against such party.




(d)
      This
      Assignment is binding upon the successors and assigns of Seller and will inure
      to the benefit of the successors and assigns of Buyer, and all warranties and
      representations of Seller contained in this Assignment shall survive the
      Effective Date of this Assignment, the recordation of the Deed, and the delivery
      of this Assignment.




(e)
      This
      Assignment shall be governed by and interpreted under the laws of the State
      of
      New Jersey.




(f)
      Seller, on demand, agrees to indemnify and hold harmless Buyer for, from, and
      against any and all loss, cost, damage, claim, liability, or expense (including
      court costs and attorney fees in a reasonable amount) arising out of the acts
      or
      omissions of Seller or its agents prior to the Effective Date with respect
      to
      the Assigned Items. Buyer, on demand, agrees to indemnify and hold harmless
      Seller for, from, and against any and all loss, cost, damage, claim, liability,
      or expense (including court costs and attorney fees in a reasonable amount)
      arising out of the acts or omissions of Seller or its agents after the Effective
      Date with respect to the Assigned Items. The foregoing indemnities include
      loss,
      cost, damage, claim, liability, or expense from any injury or damage of any
      kind
      whatsoever (including death) to persons or property. The indemnity described
      in
      this Assignment is intended to be separate and distinct from any obligations
      of
      the Seller or the Buyer under the terms of the Purchase Contract





This
      Assignment has been executed and delivered as of the Effective
      Date.




28





**"Seller"**





_______________________________


a______________________________





By:
      ____________________________


Name:__________________________


Title:___________________________




**"Buyer"**





_______________________________
 a______________________________
 By:
        ____________________________
 Name:__________________________
 Title:___________________________


29





**APPENDIX
      ONE**


**the**


**ASSIGNMENT
      OF LEASES, CONTRACTS, AND RIGHTS**





(Rent
      Roll)





**[TO
      BE PROVIDED ON THE CLOSING DATE]**




30


**APPENDIX
      TWO**


**TO**


**ASSIGNMENT
      OF LEASES, CONTRACTS, AND RIGHTS**





(Lease
      and Project Contracts)




**[TO
      BE PROVIDED ON THE CLOSING DATE]**




31