HOMESTORE INC
EX-10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v00819exv10w2.txt
<DESCRIPTION>EX-10.2
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

      WARNING: NO REPRESENTATION IS MADE THAT THIS FORM OF CONTRACT FOR THE
       SALE AND PURCHASE OF REAL ESTATE COMPLIES WITH SECTION 5-702 OF THE
                  GENERAL OBLIGATIONS LAW ("PLAIN LANGUAGE").

                                CONTRACT OF SALE
          THIS IS A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD,
  WE RECOMMEND ALL PARTIES TO THE CONTRACT CONSULT AN ATTORNEY BEFORE SIGNING.

NOTE: FIRE AND CASUALTY LOSSES AND CONDEMNATION
This contract form does not provide for what happens in the event of fire, or
other casualty loss or condemnation before the title closing. Unless different
provision is made in this contract, Section 5-1311 of the General Obligations
Law will apply. One part of that law makes a Purchaser responsible for fire and
casualty loss upon taking possession of the Premises before the title closing.

Contract of Sale made as of April ____ 2004 BETWEEN

WELCOME WAGON INTERNATIONAL, INC.

ADDRESS: 115 SOUTH SERVICE ROAD, WESTBURY, NEW YORK

SOCIAL SECURITY NUMBER/FED. I. D. NO(S): HEREINAFTER CALLED "SELLER" AND

-----------------------------              -------------------------

115 SOUTH SERVICE ROAD, LLC

ADDRESS: 760 JERICHO TURNPIKE, WOODBURY, NEW YORK

SOCIAL SECURITY NUMBER/FED. I. D. NO(S): HEREINAFTER CALLED "PURCHASER."

-----------------------------              --------------------------

The parties hereby agree as follows:

1. PREMISES. Seller shall sell and convey and Purchaser shall purchase the
property, together with all buildings and improvements thereon (collectively the
"Premises"), more fully described on a separate page marked "Schedule A,"
annexed hereto and made a part hereof and also known as:

STREET ADDRESS: 115 South Service Road, Westbury, New York

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TAX MAP DESIGNATION: 0017; 00016; 00025

      Together with Seller's ownership and rights, if any, to land lying in the
      bed of any street or highway, opened or proposed, adjoining the Premises
      to the center line thereof, including any right of Seller to any unpaid
      award by reason of any taking by condemnation and/or for any damage to the
      Premises by reason of change of grade of any street or highway. Seller
      shall deliver at no additional cost to Purchaser, at Closing (as
      hereinafter defined), or thereafter, on demand, any documents that
      Purchaser may reasonably require for the conveyance of such title and the
      assignment and collection of such award or damages.

      2. PERSONAL PROPERTY. This sale also includes all fixtures and articles of
      personal property now attached or appurtenant to the Premises, unless
      specifically excluded below. Seller represents and warrants that at
      Closing they will be paid for and owned by Seller, free and clear of all
      liens and encumbrances, except any existing mortgage to which this sale
      may be subject. They include, but are not limited to:

      ALL AS PRESENTLY EXIST, ALL AS IS

      EXCLUDED FROM THIS SALE ARE: FURNITURE AND FIXTURES BELONGING TO THE
      SELLER HEREIN




      3. PURCHASE PRICE. The purchase price is                  $6,500,000.00
      payable as follows:

      (a) on the signing of this contract, by Purchaser's check payable to the
      Escrowee (as hereinafter defined), subject to collection, the receipt of
      which is hereby acknowledged, to be held in escrow pursuant to paragraph 6
      of this contract (the "Downpayment"):                     $  325,000.00

      (b) balance at Closing in accordance with paragraph 7:    $6,175,000.00

      4. DOWNPAYMENT IN ESCROW.

            (a) Seller's attorney ("Escrowee") shall hold the Downpayment for
      Seller's account in escrow in a

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      segregated bank account at Bank of Smithtown, Mayfair Shopping Center,
      Commack, New York until Closing or sooner termination of this contract and
      shall pay over or apply the Downpayment in accordance with the terms of
      this paragraph. Escrowee shall not hold the Downpayment in an
      interest-bearing account for the benefit of the parties. The Downpayment
      shall be placed in an IOLA account or as otherwise permitted or required
      by law. The Social Security or Federal Identification numbers of the
      parties shall be furnished to Escrowee upon request. At Closing, the
      Downpayment shall be paid by Escrowee to Seller. If for any reason Closing
      does not occur and either party gives Notice (as defined in paragraph 27)
      to Escrowee demanding payment of the Downpayment, Escrowee shall give
      prompt Notice to the other party of such demand. If Escrowee does not
      receive Notice of objection from such other party to the proposed payment
      within 10 business days after the giving of such Notice, Escrowee is
      hereby authorized and directed to make such payment. If Escrowee does
      receive such Notice of objection within such 10 day period or if for any
      other reason Escrowee in good faith shall elect not to make such payment,
      Escrowee shall continue to hold such amount until otherwise directed by
      Notice from the parties to this contract or a final, nonappealable
      judgment, order or decree of a court. However, Escrowee shall have the
      right at any time to deposit the Downpayment and the interest thereon, if
      any, with the clerk of a court in the county in which the Premises are
      located and shall give Notice of such deposit to Seller and Purchaser.
      Upon such deposit or other disbursement in accordance with the terms of
      this paragraph, Escrowee shall be relieved and discharged of all further
      obligations and responsibilities hereunder.

            (b) The parties acknowledge that, although Escrowee is holding the
      Downpayment for Seller's account, for all other purposes Escrowee is
      acting solely as a stakeholder at their request and for their convenience
      and that Escrowee shall not be liable to either party for any act or
      omission on its part unless taken or suffered in bad faith or in willful
      disregard of this contract or involving gross negligence on the part of
      Escrowee. Seller and Purchaser jointly and severally agree to defend,
      indemnify and hold Escrowee harmless from and against all costs, claims
      and expenses (including reasonable attorneys' fees) incurred in connection
      with the performance of Escrowee's duties hereunder, except with respect
      to actions or omissions taken or suffered by Escrowee in bad faith or in
      willful disregard of this contract or involving gross negligence on the
      part of Escrowee.

            (c) Escrowee may act or refrain from acting in respect of any matter
      referred to herein in full reliance upon and with the advice of counsel
      which may be selected by it (including any member of its firm) and shall
      be fully protected in so acting or refraining from acting upon the advice
      of such counsel.

            (d) Escrowee acknowledges receipt of the Downpayment by check
      subject to collection and Escrowee's agreement to the provisions of this
      paragraph by signing in the place indicated on the signature page of this
      contract.

            (e) Escrowee or any member of its firm shall be permitted to act as
      counsel for Seller in any dispute as to the disbursement of the
      Downpayment or any other dispute between the parties whether or not
      Escrowee is in possession of the Downpayment and continues to act as
      Escrowee.

            (f) In the event Escrowee shall be required to hold any escrow
      subsequent to closing and any dispute arises concerning the release of
      such escrow, Escrowee shall be free to release such escrow to Seller
      unless a Summons and Complaint concerning disposition of such escrow are
      served within thirty (30) days of the date of Purchaser's possession of
      the premises.

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      5. ACCEPTABLE FUNDS. All money payable under this contract, unless
      otherwise specified, shall be paid by:

            (a) Cash, but not over $1,000.00;

            (b) Good certified check of Purchaser drawn on or official check
      issued by any bank, savings bank, trust company or savings and loan
      association having a banking office in the State of New York, unendorsed
      and payable to the order of Seller, or as Seller may otherwise direct upon
      not less than 3 business days notice (by telephone or otherwise) to
      Purchaser;

            (c) As to money other than the purchase price payable to Seller at
      Closing, uncertified check of Purchaser up to the amount of $500.00; and

            (d) As otherwise agreed to in writing by Seller or Seller's
      attorney.

      6. PERMITTED EXCEPTIONS. The Premises are sold and shall be conveyed
      subject to:

            (a) Zoning and subdivision laws and regulations, and landmark,
      historic or wetlands designation, provided that they are not violated by
      the existing buildings and improvements erected on the property or their
      use;

            (b) Consents for the erection of any structures on, under or above
      any streets on which the Premises abut;

            (c) Encroachments of stoops, areas, cellar steps, trim and cornices,
      if any, upon any street or highway;

            (d) Real estate taxes that are a lien, but are not yet due and
      payable; and

            (e) Such a state of facts as an accurate survey may show, provided
      same does not render title unmarketable;

            (f) Covenants, utility easements, restrictions and agreements of
      record, if any, provided same are not violated by existing structures or
      the use thereof. The violations of any covenants or restriction shall not
      be deemed an objection to title provided the title company insuring title
      shall agree to insure that such improvements may remain in their present
      location as long as same shall stand.

      7. GOVERNMENTAL VIOLATIONS AND ORDERS. Subject to paragraph "18" below,
      and not in contravention thereof, Seller shall comply with all notes or
      notices of violations of law or municipal ordinances, orders or
      requirements noted or issued as of the date hereof by any governmental
      department having authority as to lands, housing, buildings, fire, health,
      environmental and labor conditions affecting the Premises. Subject to
      paragraph "18" below, and not in contravention thereof, The Premises shall
      be conveyed free of them at Closing. Seller shall furnish Purchaser with
      any authorizations necessary to make the searches that could disclose
      these matters.

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      8. SELLER'S REPRESENTATIONS.

            (a) Seller represents and warrants to Purchaser that:

                  (i) The Premises abut or have a right of access to a public
      road;

                  (ii) Seller is the sole owner of the Premises and has the full
      right, power and authority to sell, convey and transfer the same in
      accordance with the terms of this contract;

                  (iii) Seller is not a "foreign person," as that term is
      defined for purposes of the Foreign Investment in Real Property Tax Act,
      Internal Revenue Code ("IRC") Section 1445, as amended, and the
      regulations promulgated thereunder (collectively "FIRPTA");

                  (iv) The Premises are not affected by any exemptions or
      abatements of taxes, except ________NONE________________; and

            (b) Seller covenants and warrants that all of the representations
      and warranties set forth in this contract shall be true and correct at
      Closing.

            (c) Except as otherwise expressly set forth in this contract, none
      of Seller's covenants, representations, warranties or other obligations
      contained in this contract shall survive Closing.

            (d) Seller represents that there is a Certificate of Occupancy
      and/or Compliance for all improvements on the premises as currently exist.

      9. CONDITION OF PROPERTY. Purchaser acknowledges and represents that
      Purchaser is fully aware of the physical condition and state of repair of
      the Premises and of all other property included in this sale, based on
      Purchaser's own inspection and investigation thereof, and that Purchaser
      is entering into this contract based solely upon such inspection and
      investigation and not upon any information, data, statements or
      representations, written or oral, as to the physical condition, state of
      repair, use, cost of operation or any other matter related to the Premises
      or the other property included in the sale, given or made by Seller or its
      representatives, and shall accept the same "as is" in their present
      condition and state of repair, subject to reasonable use, wear, tear and
      natural deterioration between the date hereof and the date of closing,
      without any reduction in the purchase price or claim of any kind for any
      change in such condition by reason thereof subsequent to the date of this
      contract. Purchaser and its authorized representatives shall have the
      right, at reasonable times and upon reasonable notice (by telephone or
      otherwise) to Seller, to inspect the Premises before Closing.

      10. INSURABLE TITLE. Seller shall give and Purchaser shall accept such
      title as a licensed title insurance company as described in paragraph 23
      shall be willing to approve and insure in accordance with its standard
      form of title policy approved by the New York State Insurance Department,
      subject only to the matters provided for in this contract.

      11. CLOSING, DEED AND TITLE.

            (a) "Closing" means the settlement of the obligations of Seller and
      Purchaser to each other under this

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      contract, including the payment of the purchase price to Seller, and the
      delivery to Purchaser of a Bargain & Sale Deed without Covenants in proper
      statutory short form for recording, duly executed and acknowledged, so as
      to convey to Purchaser fee simple title to the Premises, free of all
      encumbrances, except as otherwise herein stated. The deed shall contain a
      covenant by Seller as required by Subd. 5 of Section 13 of the Lien Law.

            (b) If Seller is a corporation, it shall deliver to Purchaser at the
      time of Closing (i) a resolution of its Board of Directors authorizing the
      sale and delivery of the deed, and (ii) a certificate by the Secretary or
      Assistant Secretary of the corporation certifying such resolution and
      setting forth facts showing that the transfer is in conformity with the
      requirements of Section 909 of the Business Corporation Law. The deed in
      such case shall contain a recital sufficient to establish compliance with
      that Section.

      12. CLOSING DATE AND PLACE. Subject to an extension of Closing pursuant to
      paragraph "18" below, Closing shall take place on or before such date
      which is sixty (60) days from the date of the last signature to this
      Contract, at 10:00 A.M. at the offices of Forchelli, Curto, Schwartz,
      Mineo, Carlino & Cohn, LLP, 330 Old Country Road, Mineola, New York 11501.

      13. CONDITIONS TO CLOSING. This contract and Purchaser's obligation to
      purchase the Premises are also subject to and conditioned upon the
      fulfillment of the following conditions precedent:

            (a) The accuracy, as of the date of Closing, of the representations
      and warranties of Seller made in this contract.

            (b) The delivery by Seller to Purchaser of a certification stating
      that Seller is not a foreign person, which certification shall be in the
      form then required by FIRPTA. If Seller fails to deliver the aforesaid
      certification or if Purchaser is not entitled under FIRPTA to rely on such
      certification, Purchaser shall deduct and withhold from the purchase price
      a sum equal to 10% thereof (or any lesser amount permitted by law) and
      shall at Closing remit the withheld amount with the required forms to the
      Internal Revenue Service.

            (c) The premises will be delivered vacant at the time of the
      closing, and broom clean.

            (d) The delivery by the parties of any other affidavits required as
      a condition of recording the deed.

      14. DEED TRANSFER AND RECORDING TAXES. At Closing, certified or official
      bank checks payable to the order of the appropriate State, City or County
      officer in the amount of any applicable transfer and/or recording tax
      payable by reason of the delivery or recording of the deed or mortgage, if
      any, shall be delivered by the party required by law or by this contract
      to pay such transfer and/or recording tax, together with any required tax
      returns duly executed and sworn to, and such party shall cause any such
      checks and returns to be delivered to the appropriate officer promptly
      after Closing. The obligation to pay any additional tax or deficiency and
      any interest or penalties thereon shall survive Closing.

      15. APPORTIONMENTS AND OTHER ADJUSTMENTS; WATER METER AND INSTALLMENT
      ASSESSMENTS.

            (a) To the extent applicable, the following shall be apportioned as
      of midnight of the day before the day of possession:

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            (i) taxes, water charges and sewer rents, on the basis of the fiscal
      period for which assessed; (ii) fuel;

            (b) If Closing shall occur before a new tax rate is fixed, the
      apportionment of taxes shall be upon the basis of the tax rate for the
      immediately preceding fiscal period applied to the latest assessed
      valuation.

            (c) If there is a water meter on the Premises, Seller shall furnish
      a reading to a date not more than 30 days before Closing and the unfixed
      meter charge and sewer rent, if any, shall be apportioned on the basis of
      such last reading.

            (d) If at the date of Closing the premises are affected by an
      assessment which is or may become payable in installments, and the first
      installment is then a lien, or has been paid, then for the purposes of
      this contract the unpaid installments coming due within sixty (60) days of
      the closing shall be considered due and shall be paid by Seller at or
      prior to Closing. All subsequent installments shall be paid by the
      Purchaser.

            (e) Any errors or omissions in computing apportionments or other
      adjustments at Closing shall be corrected within a reasonable time
      following Closing. This subparagraph shall survive Closing.

            (f) For the purpose of making apportionments, it shall be presumed
      that there are 360 days in each year and 30 days in each month.

      16. ALLOWANCE FOR UNPAID TAXES, ETC. Seller has the option to credit
      Purchaser as an adjustment to the purchase price with the amount of any
      unpaid taxes, assessments, water charges and sewer rents, together with
      any interest and penalties thereon to a date not less than five (5)
      business days after Closing, provided that official bills therefor
      computed to said date are produced at Closing.

      17. USE OF PURCHASE PRICE TO REMOVE ENCUMBRANCES. If at Closing there are
      liens or encumbrances that Seller is obligated to pay or discharge, Seller
      may use any portion of the cash balance of the purchase price to pay or
      discharge them, provided Seller shall simultaneously deliver to Purchaser
      at Closing instruments in recordable form and sufficient to satisfy such
      liens or encumbrances of record, together with the cost of recording or
      filing said instruments. As an alternative, Seller may deposit sufficient
      moneys with the title insurance company employed by Purchaser acceptable
      to and required by it to assure their discharge, but only if the title
      insurance company will insure Purchaser's title clear of the matters or
      insure against their enforcement out of the Premises and will insure
      Purchaser's Institutional Lender clear of such matters. Upon notice (by
      telephone or otherwise), given not less than three (3) business days
      before Closing, Purchaser shall provide separate certified or official
      bank checks as requested for these matters.

      18. ENVIRONMENTAL INSPECTION.

            (a) Environmental Investigation. Purchaser shall have the right, at
      its sole expense, to perform an environmental investigation including a
      Phase I site assessment, underground oil storage tank test, asbestos test,
      soil test and any follow up of the issues raised in the Phase I site
      assessment of the premises prepared by Enviro-Sciences and dated September
      2000. The results of Purchaser's environmental investigation shall
      hereinafter be referred as the "Report." Purchaser shall use
      Enviro-Sciences for such investigation. Purchaser shall provide to Seller
      a true and accurate copy of the Report upon Purchaser's receipt thereof.
      If the Report does not indicate the presence of any hazardous materials at
      concentrations that require remediation under applicable environmental
      laws, Purchaser shall proceed to Closing. If the Report

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      indicates the presence of hazardous materials at the premises at
      concentrations that require remediation under applicable environmental
      laws, then Purchaser shall have the right, in its reasonable discretion,
      to either (i) terminate this Agreement (in which case the down payment
      shall be returned to Purchaser upon which this Agreement shall terminate
      without any further obligation between the parties hereto), or (ii)
      remediate any such condition, at its sole expense. If Purchaser elects
      "(ii)" in the foregoing sentence, then the parties shall proceed to
      Closing and Purchaser shall conduct such remediation as a post-Closing
      matter. Purchaser shall promptly forward to Seller a true and accurate
      copy of any subsequent report generated following any such remediation,
      which obligation shall survive Closing. If Purchaser elects "(i)" above,
      then notwithstanding such election, Seller may, in its discretion, elect
      to remediate any such conditions identified in the Report at Seller's cost
      and expense, in which case Purchaser's aforesaid election to terminate
      this Contract shall be negated, and Closing shall be delayed to allow
      Seller to complete such remediation. A subsequent report issued by
      Enviro-Scienses concluding that the remediation has been completed and no
      further action is required shall be conclusive evidence of Seller's
      completion of the remediation, and thereafter, Purchaser shall then
      proceed to Closing.

            In the event that Purchaser does not begin its environmental
      investigation within seven (7) days from the receipt of the fully executed
      contracts, or such action is not completed within forty five (45) days
      thereof, the Purchaser will be deemed to have waived the provisions of
      this Paragraph.

            (b) Waiver and Release. Upon Closing, Purchaser, on behalf of itself
      and its successors, assigns and grantees ("Purchaser Parties") waives the
      right of Purchaser Parties to recover from, and forever releases and
      discharges, Seller, Seller's parent, and the affiliates, directors,
      officers, managers, shareholders, employees and agents of Seller and
      Seller's parent ("Seller Parties"), for, from and against any and all
      demands, claims, legal or administrative proceedings, losses, liabilities,
      damages, penalties, fines, liens, judgments, costs or expenses whatsoever
      (including, without limitation, attorneys' fees and court costs), whether
      direct or indirect, known or unknown, foreseen or unforeseen, latent or
      patent, that may arise on account of or in any way be connected with the
      Property, the condition of the Property, asbestos-containing materials at
      the Property, hazardous materials at the Property or any law, regulation,
      order, decree or directive applicable thereto, including, without
      limitation, environmental laws. Without limiting the generality of the
      foregoing, Seller Parties shall have no liability to Purchaser Parties
      with respect to property conditions under common law, or any federal,
      state, or local law or regulation, including, but not limited to, the
      Comprehensive Environmental Response Compensation and Liability Act
      ("CERCLA"), 42 U.S.C. 9601 et seq., as amended; the Resource Conservation
      and Recovery Act ("RCRA"), 42 U.S.C. 6901 et seq., as amended; the Clean
      Air Act ("CAA"), 42 U.S.C. 7401 et seq., as amended; the Clean Water Act
      ("CWA"), 33 U.S.C. 1251 et seq., as amended, and Purchaser Parties hereby
      release and waive any and all claims which Purchaser Parties have or may
      have against Seller Parties with respect to the condition of the Property.
      Purchaser hereby agrees, represents and warrants that Purchaser recognizes
      and acknowledges that factual matters now unknown to Purchaser may give
      rise to causes of action, claims, demands, debts, controversies, damages,
      costs, losses and expenses which are presently unknown, unanticipated and
      unsuspected, and Purchaser further agrees, represents and warrants that
      the waivers and releases herein have been negotiated and agreed upon in
      light of that realization and that Purchaser nevertheless hereby intends
      to release, discharge and acquit Seller Parties from any such unknown
      causes of action, claims, demands, debts, controversies, damages, costs,
      losses and expenses which might in any way be included in the waivers and
      matters released as set forth above, and that the provisions hereof are
      material and included as a material portion of the consideration given to
      Seller by Purchaser in exchange for Seller's performance under this
      Contract. The provisions of this paragraph "18(b)" shall be included in
      the Deed and shall run with the land.

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            (c) Purchaser's Indemnity. Purchaser Parties hereby agree to
      indemnify, defend by legal counsel selected by Purchaser to the reasonable
      satisfaction of Seller, and hold Seller Parties harmless from and against
      all demands, claims, legal or administrative proceedings, losses,
      liabilities, damages, penalties, fines, judgments, costs and expenses
      (including, without limitation, attorney's fees and court costs), whether
      direct or indirect, known or unknown, foreseen or unforeseen, latent or
      patent, arising out of or related to the introduction, deposit or release
      of any hazardous materials at the Property or violation of any law,
      regulation, order, decree or directive applicable thereto, including,
      without limitation, environmental laws following Closing, excluding,
      however, such violation that is caused by or attributable to Seller or
      which arises from conditions at the Property present prior to the date of
      this Contract. The provisions of this paragraph "18 C" shall be included
      in the Deed and shall run with the land.

      19. TITLE EXAMINATION; SELLER'S INABILITY TO CONVEY; LIMITATIONS OF
      LIABILITY.

            (a) Purchaser shall order an examination of title in respect of the
      Premises from a title company licensed or authorized to issue title
      insurance by the New York State Insurance Department or any agent for such
      title company promptly after the execution of this contract. Purchaser
      shall cause a copy of the title report and of any additions thereto to be
      delivered to the attorney(s) for Seller promptly after receipt thereof.

            (b)(i) If at the date of Closing Seller is unable to transfer title
      to Purchaser in accordance with this contract, or Purchaser has other
      valid grounds for refusing to close, whether by reason of liens,
      encumbrances or other objections to title or otherwise (herein
      collectively called "Defects"), other than those subject to which
      Purchaser is obligated to accept title hereunder or which Purchaser may
      have waived and other than those which Seller has herein expressly agreed
      to remove, remedy or discharge and if Purchaser shall be unwilling to
      waive the same and to close title without abatement of the purchase price,
      then, except as hereinafter set forth, Seller shall have the right, at
      Seller's sole election, either to take such action as Seller may deem
      advisable to remove, remedy, discharge or comply with such Defects or to
      cancel this contract; (ii) if Seller elects to take action to remove,
      remedy or comply with such Defects, Seller shall be entitled from time to
      time, upon Notice to Purchaser, to adjourn the date for Closing hereunder
      for a period or periods not exceeding sixty 60 days in the aggregate (but
      not extending beyond the date upon which Purchaser's mortgage commitment,
      if any, shall expire or beyond which it can be extended), and the date for
      Closing shall be adjourned to a date specified by Seller not beyond such
      period. If for any reason whatsoever, Seller shall not have succeeded in
      removing, remedying or complying with such Defects at the expiration of
      such adjournment(s), and if Purchaser shall still be unwilling to waive
      the same and to close title without abatement of the purchase price, then
      either party may cancel this contract by Notice to the other given within
      ten (10) days after such adjourned date; (iii) notwithstanding the
      foregoing, the existing mortgage(s) (unless this sale is subject to the
      same) and any matter created by Seller after the date hereof shall be
      released, discharged or otherwise cured by Seller at or prior to Closing.

            (c) If this contract is canceled pursuant to its terms, other than
      as a result of Purchaser's default, this contract shall terminate and come
      to an end, and neither party shall have any further rights, obligations or
      liabilities against or to the other hereunder or otherwise, except that:
      (i) Seller shall promptly refund or cause the Escrowee to refund the
      Downpayment to Purchaser and, unless canceled as a result of Purchaser's
      default or pursuant to paragraph 8, to reimburse Purchaser for the net
      cost of examination of title, including any appropriate additional charges
      related thereto, and the net cost, if actually paid or incurred by
      Purchaser, for updating the existing survey of the Premises or of a new
      survey, and (ii) the obligations under paragraph 25

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      shall survive the termination of this contract.

      20. AFFIDAVIT AS TO JUDGMENTS, BANKRUPTCIES, ETC. If a title examination
      discloses judgments, bankruptcies or other returns against persons having
      names the same as or similar to that of Seller, Seller shall deliver an
      affidavit at Closing showing that they are not against Seller.

      21. DEFAULTS AND REMEDIES.

            (a) If Purchaser defaults hereunder, Seller's sole remedy shall be
      to receive and retain the Downpayment as liquidated damages, it being
      agreed that Seller's damages in case of Purchaser's default might be
      impossible to ascertain and that the Downpayment constitutes a fair and
      reasonable amount of damages under the circumstances and is not a penalty.

            (b) If Seller defaults hereunder, Purchaser shall have such remedies
      to which Purchaser shall be entitled at law or in equity, including, but
      not limited to, specific performance.

      22. PURCHASER'S LIEN. All money paid on account of this contract, and the
      reasonable expenses of examination of title to the Premises and of any
      survey and survey inspection charges, are hereby made liens on the
      Premises, but such liens shall not continue after default by Purchaser
      under this contract.

      23. NOTICES. Any notice or other communication ("Notice") shall be in
      writing and either

            (a) sent by either of the parties hereto or by their respective
      attorneys who are hereby authorized to do so on their behalf or by the
      Escrowee, by registered or certified mail, postage prepaid, or

            (b) delivered in person or by overnight courier, with receipt
      acknowledged, to the respective addresses given in this contract for the
      party and the Escrowee, to whom the Notice is to be given, or to such
      other address as such party or Escrowee shall hereafter designate by
      Notice given to the other party or parties or their respective attorneys,
      and the Escrowee pursuant to this paragraph. Each Notice mailed shall be
      deemed given on the third business day following the date of mailing the
      same, except that any notice to Escrowee shall be deemed given only upon
      receipt by Escrowee and each Notice delivered in person or by overnight
      courier shall be deemed given when delivered.

      24. NO ASSIGNMENT. This contract may not be assigned by Purchaser without
      the prior written consent of Seller in each instance and any purported
      assignment(s) made without such consent shall be void except to an
      affiliate of Seller.

      25. BROKER. Seller and Purchaser each represents and warrants to the other
      that it has not dealt with any real estate broker in connection with this
      sale other than HARLOWE REALTY SERVICES, INC. And CUSHMAN & WAKEFIELD
      ("Broker") and Seller shall pay Broker any commission earned pursuant to a
      separate agreement between Seller and Broker. Seller and Purchaser shall
      indemnify and defend each other against any costs, claims and expenses,
      including reasonable attorneys' fees, arising out of the breach on their
      respective parts of any representation or agreement contained in this
      paragraph. The provisions of this paragraph shall survive Closing or, if
      Closing does not occur, the termination of this contract.

      26. MISCELLANEOUS.

                                       10
<PAGE>
            (a) All prior understandings, agreements, representations and
      warranties, oral or written, between Seller and Purchaser are merged in
      this contract; it completely expresses their full agreement and has been
      entered into after full investigation, neither party relying upon any
      statement made by anyone else that is not set forth in this contract.

            (b) Neither this contract nor any provision thereof may be waived,
      changed or canceled except in writing. This contract shall also apply to
      and bind the heirs, distributees, legal representatives, successors and
      permitted assigns of the respective parties. The parties hereby authorize
      their respective attorneys to agree in writing to any changes in dates and
      time periods or other consents or options provided for in this contract as
      if made between the parties themselves. Absent fraud or bad faith, the
      attorneys shall have no liability for the exercise of such discretion.

            (c) Any singular word or term herein shall also be read as in the
      plural and the neuter shall include the masculine and feminine gender,
      whenever the sense of this contract may require it.

            (d) The captions in this contract are for convenience of reference
      only and in no way define, limit or describe the scope of this contract
      and shall not be considered in the interpretation of this contract or any
      provision hereof.

            (e) This contract shall not be binding or effective until duly
      executed and delivered by Seller and Purchaser.

            (f) Seller and Purchaser shall comply with IRC reporting
      requirements, if applicable. This subparagraph shall survive Closing.

            (g) Each party shall, at any time and from time to time, execute,
      acknowledge where appropriate and deliver such further instruments and
      documents and take such other action as may be reasonably requested by the
      other in order to carry out the intent and purpose of this contract. This
      subparagraph shall survive Closing.

            (h) This contract is intended for the exclusive benefit of the
      parties hereto and, except as otherwise expressly provided herein, shall
      not be for the benefit of, and shall not create any rights in, or be
      enforceable by, any other person or entity.

            (i) All time periods shall begin to run on the date a fully executed
      counterpart of this agreement is returned to the attorney for the
      Purchaser.

                              [SIGNATURE TO FOLLOW]

                                       11
<PAGE>
IN WITNESS WHEREOF, this contract has been duly executed by the parties hereto.

SELLER:                                      PURCHASER:

WELCOME WAGON INTERNATIONAL, INC.            115 SOUTH SERVICE ROAD, LLC

By: /s/ JACK DENNISON                        By: /s/ JOHN MARCIANO
Name: Jack Dennison                          Name: John Maciano
Title:  COO                                  Title:  Member
Date: 4-26-04                                Date:  4-23-04


ATTORNEY FOR SELLER:                         ATTORNEY FOR PURCHASER:

Forchelli, Curto, Schwartz,                  Certilman Balin
Mineo, Carlino & Cohn, LLP                   90 Merrick Avenue
330 Old Country Road                         East Meadow, NY 11554
Mineola, New York 11501                      ATTN: Howard Stein, Esq.
ATTN:  Brian R. Sahn, Esq.

                                       12
<PAGE>
                                   Schedule A

ALL that certain plot piece or parcel of land, together with the buildings and
improvements thereon erected, situated, lying and being in the Village of
Westbury, Town of Oyster Bay, County of Nassau, and State of New York, bounded
and described as follows:

Beginning at the southwesterly corner therefore, at a stake set in the new
northerly side of Jericho Turnpike at the division line between the premises
herein described and the land now or formerly of Purcell, Hendy and Kinsella;
said beginning point also being distant the following (2) courses and distances
from the intersection of the northerly side of Jericho Turnpike with the
easterly side of East Greentree Circle:

      1.    Easterly along the northerly side of Jericho Turnpike, 849.7 feet
            more or less;

      2.    North 00 degrees 01 minutes 30 seconds west, 27.00 feet to the True
            Point or Place of Beginning.

Running thence north 0 degrees 01 minutes 30 seconds west along said land of
Purcell 704.17 feet to a stake;

Thence south 68 degrees 01 minutes 10 seconds west along said land of Purcell
and land now or formerly of Clark, formally Thompson, 163.69 feet to stake;

Thence north 0 degrees 10 minutes 50 seconds east along said land of Clark
284.73 feet to the southerly side of Long Island Expressway Service Road;

Thence north 84 degrees 07 minutes 20 seconds east along the southerly side of
Long Island Expressway Service Road, 344.16 feet;

Thence south 0 degrees 01 minutes 30 seconds east, 514.14 feet to a stake and
land now or formally of Edgewood Hotel;

Thence south 68 degrees 24 minutes 40 seconds west along land now or formally of
the Edgewood Hotel, 144.08 feet to a stake;

Thence south 0 degrees 18 minutes 40 seconds west along said land now or
formally of the Edgewood Hotel 370.67 feet to a stake on the northerly side of
Jericho Turnpike;

Thence south 55 degrees 40 minutes 18 seconds west along the new northerly side
of Jericho Turnpike, 60.79 feet to the Point Place of beginning.

For information only:  Section 17, Block 16, Lot 25

                                       13
<PAGE>
                       ASSIGNMENT AND ASSUMPTION AGREEMENT

      FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, 115
SOUTH SERVICE ROAD, LLC, a limited liability company having an address at 760
Jericho Turnpike, Woodbury, New York 11590 ("Assignor") hereby grants and
assigns to LONG ISLAND WEST FAMILY, LLC, a New York limited liability company
having an address at c/o PJC REALTY LLC, 184 East Main Street, Babylon, New York
11702 ("Assignee") all of the right, title and interest of Assignor under or in
connection with that certain Contract of Sale ("Sales Agreement") dated April
23, 2004 (attached hereto), by and between Assignor and WELCOME WAGON
INTERNATIONAL, INC., a New York corporation ("Seller"), including, without
limitation, all right, title and interest of the Assignor in the escrow deposit
made pursuant to the Sales Agreement (the "Escrow Fund").

      Assignee hereby assumes and agrees to perform all of the Assignor's
obligations and liabilities under or in connection with the Sales Agreement,
including, without limitation, all obligations and liabilities in connection
with (i) the Escrow Fund and (ii) Paragraph "18" of the Sales Agreement.
Further, Assignor agrees that it shall remain jointly and severally liable for
all such obligations and liabilities.

      This Assignment shall be binding on and shall inure to the benefit of the
parties hereto, and shall inure to the benefit of the Seller and its successors
and assigns. This Assignment may not be amended, terminated or assigned without
the prior written consent of the Seller in Seller's sole discretion.

      IN WITNESS WHEREOF, the undersigned have executed this Assignment and
Assumption Agreement in Mineola, New York as of July 28, 2004.

ASSIGNOR                                ASSIGNEE

115 SOUTH SERVICE ROAD, LLC             LONG ISLAND WEST FAMILY, LLC


By: /s/ JOHN MARCIANO                   By: /s/ PATRICK J. CONSALVAS
        John Marciano                           Patrick J. Consalvas
Title:  Member                          Title: Manager
       -------------------------               -----------------------------

      The undersigned Seller in the Sales Agreement referred to in the foregoing
Assignment and Assumption Agreement, hereby approves and consents to the
foregoing assignment of the Assignor's interest in the Sales Agreement and the
Escrow Fund to the Assignee.

WELCOME WAGON INTERNATIONAL, INC.
a New York corporation

By: /s/ LEW BELOTE                          Dated:  7/28/04

Title:  Treasurer                           Place:  Westlake Village, CA

                                       14

</TEXT>
</DOCUMENT>
