DENDRITE INTERNATIONAL INC
AGREEMENT OF PURCHASE AND SALE - TOWNSEND
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>AGREEMENT OF PURCHASE AND SALE - TOWNSEND
<TEXT>


                         AGREEMENT OF PURCHASE AND SALE
                         (330 SOUTH RANDOLPHVILLE ROAD)

         THIS  AGREEMENT  OF  PURCHASE  AND  SALE  (this  "Agreement")  is  made
effective as of January ___, 2001  ("Effective  Date"),  by and between TOWNSEND
PROPERTY  TRUST  LIMITED  PARTNERSHIP,  a Maryland  limited  partnership,  doing
business  in  New  Jersey  as TPT  Limited  Partnership  ("Seller")and  DENDRITE
INTERNATIONAL, INC., a New Jersey corporation ("Purchaser").

                              W I T N E S S E T H:

                                    ARTICLE I
                                PURCHASE AND SALE

         1.1 Agreement of Purchase and Sale. Subject to the terms and conditions
hereinafter set forth and for the consideration stated herein,  Seller agrees to
sell to Purchaser and Purchaser agrees to purchase from Seller the following:

                  (a) All that certain tract or parcel of land containing 16.085
         acres of land,  more or less,  respectively,  situated  in  Township of
         Piscataway,  Middlesex County, New Jersey, more particularly  described
         on Exhibit A attached  hereto and made a part hereof for all  purposes,
         together with all  improvements  situated thereon  (including,  without
         limitation,  a building containing approximately 145,147 square feet of
         rentable  area),  together with all rights,  tenements,  hereditaments,
         easements,  privileges and appurtenances pertaining thereto,  including
         Seller's  interest  (if  any)  in  (i)  roads,   alleys,   streets  and
         rights-of-way  bounding the real property  described on Exhibit A, (ii)
         all strips or gores of land adjacent to said real  property,  and (iii)
         development  rights,  and water,  wastewater and other utility services
         allocable or available to said real property (collectively, "Realty");

                  (b) All tangible  personal property owned by Seller and
          situated upon and used in connection  with the  ownership,  operation,
          use,  enjoyment  or  occupancy  of  the  Realty,  including,   without
          limitation,  the items  listed  on the  inventory  attached  hereto as
          Exhibit A-1 and made a part  hereof,  all  inventory,  equipment,  and
          assignable permits, if any (collectively, "Personalty");

                  (c) All of Seller's  right,  title and  interest in and to all
         assignable warranties and guaranties, if any, issued in connection with
         any  of  the   Realty   and  any  of  the   Personalty   (collectively,
         "Warranties"); and

                  (d) All of Seller's  right,  title and  interest in and to all
         assignable  contracts and agreements  (collectively,  "M&O Agreements")
         relating to the upkeep, repair,  maintenance or operation of any of the
         Realty and any of the  Personalty  which are  assumed by  Purchaser  as
         provided  in  Section  3.4 below  (which  assumed  M&O  Agreements  are
         collectively, "Operating Agreements").

         1.2 Property Defined.  The property and interests described in Sections
1.1(a) through 1.1(d) above are hereinafter  sometimes  referred to collectively
as "Property." The Property does not include any of Seller's  insurance policies
applicable to the Realty or Seller's business or any employment  agreements with
respect to Seller's employees or contractors.

         1.3 Permitted Exceptions. The Property shall be conveyed subject to the
following matters (collectively, "Permitted Exceptions"):

                  (a) the matters deemed to be Permitted  Exceptions pursuant to
         Section 2.3 hereof;

                  (b) real property  taxes for the year of Closing  (hereinafter
         defined)  (if such taxes are not yet due and  payable)  and  subsequent
         years; and

                  (c)  all  zoning   ordinances  and  development  and  building
         regulations  or  requirements  adopted by any  government  or municipal
         authority having jurisdiction with respect to the Realty.

         1.4  Purchase  Price.  Seller  agrees to sell and  Purchaser  agrees to
purchase the Property for a total  purchase  price of Ten Million  Eight Hundred
Thousand  and 00/100  Dollars  (US$10,800,000)  ("Purchase  Price"),  subject to
adjustments to be made at Closing as provided below.

         1.5 Earnest  Money.  Not later than the second  business  day after the
Effective  Date  Purchaser  shall deposit with Chicago Title  Insurance  Company
("Title  Company"),  having an office at 56 Washington  Street,  Toms River, New
Jersey 08753,  Attn:  Ralph A. Romano,  Resident  Vice  President the sum of Two
Hundred  Fifty  Thousand  and  00/100  Dollars  (US$250,000)  (which sum and any
interest to accrue thereon are collectively, "Initial Earnest Money") in cash to
be held in escrow by the Title Company in accordance  with this  Agreement.  Not
later than the  second  business  day after the  expiration  of the  Feasibili1y
Period  (hereinafter  defined),  Purchaser,  if it  has  not  sent a  Notice  of
Termination  (hereinafter  defined)  pursuant to Section 3.3, shall deposit with
the Title Company the additional sum of Two Hundred Fifty Thousand  (US$250,000)
(which additional sum and any interest to accrue thereon are  collectively,  the
"Final  Earnest  Money";  the Initial  Earnest  Money,  together  with the Final
Earnest  Money are  collectively,  the "Earnest  Money").  The Title  Company is
instructed  to hold the Earnest  Money in an  interest  bearing  account  with a
federally  insured  bank  or  similar  institution   acceptable  to  Seller  and
Purchaser,  with all  interest  accruing  thereon to be added to and to become a
part of the Earnest Money. Upon  consummation of this  transaction,  the Earnest
Money shall be credited  against the Purchase Price.  The Earnest Money shall be
non-refundable, except for a refund of the Earnest Money following a termination
of this Agreement  pursuant to rights granted in Articles II, III, IV, V, VI and
VII below.  Purchaser's  failure to deposit  the  Initial  Earnest  Money by the
second  business day after the Effective Date and the Final Earnest Money by the
second business day after the end of the Feasibility Period shall terminate this
Agreement and all rights of Purchaser hereunder, and any Earnest Money deposited
by  Purchaser  shall be paid to  Seller.  However,  such  termination  shall not
relieve Purchaser of its indemnity obligations hereunder.

         1.6 Payment of Purchase  Price.  The  Purchase  Price (less the Earnest
Money and plus or minus Purchaser's Closing adjustments provided below) shall be
paid by  Purchaser  to Seller at  Closing in cash or by wire  transfer  of funds
immediately  available in New York, New York not later than 2:00 p.m. EST on the
Closing Date (hereinafter defined).

                                   ARTICLE II
                                TITLE AND SURVEY

         2.1 Commitment for Title Insurance. Purchaser acknowledges receipt of a
commitment for title insurance ("Title  Commitment") issued by the Title Company
on October 27, 2000 (and  revised on December 6, 2000),  covering the Realty and
copies  of all  recorded  documents  referred  to in  Schedule  B to  the  Title
Commitment.

         2.2  Survey.  Seller  has  delivered  to  Purchaser  a copy of the most
recent  land  survey  ("Survey")  of the Realty  prepared  by Jaman  Engineering
Associates dated March 2, 2000, and a metes and bounds description of the Realty
based on the Survey.  Purchaser, at its sole cost and expense, has obtained from
Jaman Engineering Associates an updated Survey revised through December 12, 2000
(the "New Survey").

         2.3  Objections.  By  Intra-Office  Memorandum  dated December  4,2000,
Purchaser has notified  Seller in writing  ("Purchaser's  Objection  Notice") of
matters shown in the Title  Commitment to which  Purchaser has an objection.  By
letter dated December 7, 2000,  Seller advised  Purchaser in writing  ("Seller's
Response") which objections (if any) it shall cure or cause to be cured prior to
the Closing. Any matters shown on Schedule B-2 of the Title Commitment or on the
Survey and which were not raised in Purchaser's Objection Notice and any matters
shown on the New Survey shall  constitute  Permitted  Exceptions.  Seller has no
obligation to cure any matters set forth in Purchaser's  Objection Notice except
Seller  shall in all events be  obligated  to cause to be  released on or before
Closing  (i) all  mortgage  liens or deeds of trust  created  by  Seller  or its
predecessors  in title  and  recorded  against  the  Property,  all  mechanic's,
materialmen's  and similar liens, real estate taxes which are due but are unpaid
and judgment  liens,  (ii) all items which Seller agrees to cure in the Seller's
Response,  and (iii) any exceptions to title created by Seller and not reflected
on the Title  Commitment.  If Seller  fails to cure any  objection  which Seller
agrees to cure hereunder, Purchaser shall have the right either to (i) terminate
this  Agreement  or (ii) proceed to Closing and require that all or a portion of
the Purchase Price be applied to the cure of such objection at Closing.  If this
Agreement is  terminated  pursuant to this Section  2.3,  Seller shall  promptly
direct the Title Company to refund the Earnest Money to Purchaser.

         2.4 Owner's  Policy.  At Closing,  the Title  Company  shall furnish to
Purchaser,  at  Purchaser's  sole cost and expense,  an owner's  policy of title
insurance (or issue a binder  binding such  coverage)  (the  "Owner's  Policy"),
insuring  good  and  indefeasible  title to the  Realty,  in the  amount  of the
Purchase Price,  subject only to the Permitted  Exceptions and standard  printed
exceptions.

                                   ARTICLE III
                               FEASIBILITY PERIOD

         3.1 Delivery of Materials.  Purchaser acknowledges receipt of the items
referred to in Exhibit B attached-hereto  and made a part hereof  (collectively,
"Submission Items").  Seller shall advise Purchaser in writing,  within five (5)
days thereof, of any material changes, additions,  deletions or modifications in
or to any of the Submission Items and furnish Purchaser with copies thereof.

EXCEPT AS SPECIFICALLY SET FORTH IN SECTIONS 5.1 AND 5.2 BELOW,  SELLER MAKES NO
REPRESENTATION  OR WARRANTY AS TO THE TRUTH,  ACCURACY OR COMPLETENESS OF ANY OF
THE SUBMISSION  ITEMS.  SELLER MAKES NO  REPRESENTATION  OR WARRANTY  CONCERNING
SUBMISSION  ITEMS WHICH WERE NOT  PREPARED BY SELLER,  ITS AGENTS OR  EMPLOYEES.
PURCHASER  ACKNOWLEDGES  AND AGREES THAT ANY  RELIANCE BY PURCHASER ON OR USE OF
SUBMISSION ITEMS SHALL BE AT THE SOLE RISK OF PURCHASER, PURCHASER DISCLAIMS ANY
INTENT TO RELY ON  SUBMISSION  ITEMS,  AND  PURCHASER  AGREES THAT IT SHALL RELY
SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VEREFIED INFORMATION.

         3.2 Right of Inspection.  Purchaser shall have until 5:00 p.m.  Eastern
Standard  Time on January  15,  2001  ("Feasibility  Period")  to make  physical
inspections of the Property,  provided,  however,  any such inspections shall be
conducted  in the  presence  of Seller  or its  designated  representative,  and
subject to the rights of  Motorola,  Inc.  ("Motorola"),  tenant under the Lease
described on Exhibit A-2 attached  hereto as a part hereof (the  "Lease").  Each
entity  retained by Purchaser for purposes of inspecting  the Property,  such as
environmental  engineering  firms and structural  engineering  firms shall carry
(and  deliver  written  evidence  thereof to Seller)  not less than One  Million
Dollars ($1,000,000)  comprehensive general liability insurance with contractual
liability  endorsement which insures Purchaser's indemnity obligations hereunder
and naming Seller as an additional  insured,  and Purchaser agrees to indemnify,
defend and hold Seller  harmless  from and against  any loss,  liability,  cost,
damage or expense (including, without limitation,  attorneys' fees, accountants'
fees, court costs and interest)  resulting from all inspections and examinations
done by or on behalf of  Purchaser.  All  inspections  shall occur at reasonable
times  agreed upon by Seller and  Purchaser  and shall be conducted so as not to
(i)  unreasonably  interfere  with use of the  Property by Seller or Motorola or
(ii)  endanger  or harm  persons  or  property.  Each such  inspection  shall be
scheduled  upon not less than one (1) business day prior notice to Seller of the
proposed  inspection  date and time or as otherwise  agreed by the parties.  Any
final written  report  regarding  environmental  matters  affecting the Property
shall be furnished to Seller by Purchaser  upon receipt by Purchaser.  Purchaser
agrees,   and  shall  cause  each  consultant,   engineer  or  agent  performing
inspections  for or on behalf  of  Purchaser  or any  institution  proposing  to
provide  financing  to  Purchaser  for the  purchase of the Property to agree in
writing that any such report shall not be distributed  without  Seller's written
consent,  except to the extent  required  by  applicable  law. In the event that
Purchaser  does  not  terminate  this  Agreement  before  or at  the  end of the
Feasibility Period, then Purchaser shall continue to have access to the Property
(on the same basis as it had such access  during the  Feasibility  Period) until
the  Closing.  In no event will  Seller's  inability  to obtain  and  provide to
Purchaser any of the Submission  Items within the Feasibility  Period extend the
Feasibility Period or the time for Closing and delivery of the same shall not be
a condition to Closing after the expiration of the Feasibility Period. Purchaser
shall  restore and repair any damage to the Property or any part thereof  caused
as a result of the  inspections  performed by or for Purchaser.  Nothing in this
Section 3.2 shall be construed to imply that Purchaser may seek an adjustment of
the  Purchase  Price as a result of any  matter  discovered  as part of any such
inspection  or  examination.  The  provisions  of this  Section  3.2,  including
indemnification, shall survive the Closing or any termination of this Agreement.

         3.3 Right of  Termination.  Seller  agrees that in the event  Purchaser
determines,  in its sole and absolute  discretion,  for any reason whatsoever or
for no reason that the Property is not suitable for its purposes Purchaser shall
have the right to terminate this Agreement by sending  written notice thereof (a
"Notice of  Termination")  to Seller prior to the expiration of the  Feasibility
Period.  A Notice of Termination  may extend only to the entire Property and not
just a part  thereof.  Upon  Seller's  receipt of a Notice of  Termination  from
Purchaser within the Feasibility  Period,  this Agreement shall  terminate,  the
Earnest Money shall be promptly paid to Purchaser and the  Submission  Items and
all copies  thereof  shall be returned to Seller.  If Seller  fails to receive a
Notice of Termination  from Purchaser prior to the expiration of the Feasibility
Period,  Purchaser's right to terminate this Agreement  pursuant to this Section
3.3 shall  automatically  expire and be  rendered  null and void and the parties
shall  consummate  the purchase and sale of the Property in accordance  with the
terms of this Agreement.

         3.4 M&O  Agreements.  During the  Feasibility  Period,  Purchaser shall
designate  in  writing  to Seller  the  Operating  Agreements,  being  those M&O
Agreements which Purchaser elects to assume at Closing.  Not later than Closing,
Seller agrees to give the notices required to terminate those M&O Agreements not
assumed by Purchaser and to take such other actions,  including, but not limited
to, the  payment of fees,  charges  and other  costs and  expenses  required  to
terminate such agreements. Seller shall cooperate with Purchaser in transferring
the  Operating  Agreements  to Purchaser.  At Closing,  Purchaser  shall only be
obligated  to assume  the  Operating  Agreements  and  Purchaser  shall  have no
obligation with respect to any other M&O Agreements.  Seller's obligations under
this Section 3.4 shall survive Closing.

                                   ARTICLE IV
                                     CLOSING

         4.1 Time and Place. Subject to satisfaction or waiver of the conditions
set forth in Section  5.5 below,  the  closing of the  transaction  contemplated
hereby ("Closing") shall take place at the offices of the Title Company at 10:00
a.m.,  Eastern  Standard  Time, on the  fifteenth  (15th) day following the date
Purchaser receives notice from Seller that the Lease has terminated and Motorola
has  vacated  the  Realty,  or on such  earlier  date and at such time as may be
agreed upon in writing by Seller and Purchaser  ("Closing Date"),  TIME BEING OF
THE ESSENCE.  If Motorola  fails to vacate the Realty by the date required under
the Lease,  Seller  agrees to take  commercially  reasonable  steps to  exercise
Seller's  remedies  under the Lease to enforce  the  requirements  of the Lease.
Notwithstanding  the above,  in no event shall the  Closing  Date occur prior to
February 1, 2001 or later than May 15, 2001. If Motorola has not completed Phase
2 of its schedule for vacating the Realty on or before  February 10, 2001,  then
Purchaser shall have the unilateral right to terminate this Agreement by written
notice to Seller not later than  February 15, 2001.  If the Closing Date has not
occurred on or before May 15, 2001,  then either Seller or Purchaser  shall have
the right to terminate this  Agreement by written notice to the other,  in which
event this  Agreement  shall  terminate  and be rendered null and void and of no
further   force   and   effect,   except   for   those   provisions,   including
indemnification,  which  survive  termination,  and the  Earnest  Money shall be
refunded  to  Purchaser  by the Title  Company.  Seller and  Purchaser  agree to
cooperate one with the other for the purpose of exchanging  Closing documents in
advance of the date and time for  Closing so as to achieve  Closing  through the
mails, if practicable. The Closing Date is subject to being extended as provided
in Section 7.1 hereof.

         4.2  Seller's  Obligations  at Closing.  The  substance of the forms of
Closing documents  attached hereto as Exhibits shall not be modified without the
prior written consent of Seller and Purchaser. At Closing, Seller shall:

                  (a) execute and deliver to Purchaser a New Jersey  Bargain and
         Sale Deed (with  covenants)  ("Deed") in the form of Exhibit C attached
         hereto and made a part hereof for all purposes,  acknowledged by Seller
         and in  recordable  form,  conveying  the Realty to Purchaser  free and
         clear of all encumbrances except the Permitted Exceptions;

                  (b) execute and deliver a Blanket Conveyance, Bill of Sale and
         Assignment  ("Bill of Sale") in the form of Exhibit D  attached  hereto
         and made a part hereof for all purposes  conveying the Personalty,  the
         Warranties and the Operating  Agreements to Purchaser free and clear of
         all encumbrances except the Permitted Exceptions;

                  (c) join with  Purchaser  in the  execution  and delivery of a
         Closing Memorandum and Indemnification Agreement ("Closing Memorandum")
         in the form of Exhibit E attached hereto and made a part hereof for all
         purposes;

                  (d)  execute  and  deliver  to  Purchaser  a FIRPTA  Affidavit
         (FIRPTA Affidavit") in the form of Exhibit F attached hereto and made a
         part hereof for all purposes;

                  (e) deliver to Purchaser exclusive possession and occupancy of
         the  Property,  broom  clean  and  free of all  personal  property  not
         included in the sale, subject to the Permitted Exceptions;

                  (f) join with  Purchaser  (as  necessary) in the execution and
         acknowledgement  of any  notices  required by  applicable  state law or
         local ordinance or both;

                  (g) deliver to the Title  Company  such  evidence as the Title
         Company may  reasonably  require as to the  authority  of the person or
         persons executing documents on behalf of Seller;

                  (h) pay all costs and expenses  agreed to be paid by Seller in
         Section 4.5 below;

                  (i) deliver to Purchaser all keys and combinations to locks on
         the Property in Seller's possession;

                  j) deliver to Purchaser the original  Operating  Agreements in
         Seller's possession or control;

                  (k)  deliver to  Purchaser  the  originals  of all  Submission
         Items, all other material books, records and correspondence  pertaining
         to the Property  excepting  originals  that Seller may need to keep for
         tax  purposes,  in which case Seller shall  deliver to Purchaser a copy
         thereof;

                  (l) deliver to Purchaser  all permits  issued for the Property
         by the appropriate  governmental authorities and utility companies when
         the  improvements  on the Realty were  completed,  if available  and in
         Seller's possession or control;

                  (m)  deliver  to the Title  Company an  affidavit  of title in
         customary  form and  reasonably  acceptable  to Seller duly executed by
         Seller stating,  among other things,  that there are no unpaid bills or
         claims  (except for bills or  expenses to be prorated  pursuant to this
         Agreement  at Closing) for labor  performed  or materials  furnished in
         connection with the Property;

                  (n) deliver to Purchaser a certificate duly executed by Seller
         to the effect that to Seller's  actual  knowledge and belief all of the
         representations and warranties set forth in Section 5.1 hereof are true
         and correct in all material respects, and that all of the covenants set
         forth in  Section  5.2  hereof  have  been  performed  in all  material
         respects;  provided,  however,  such  certificate may be  appropriately
         qualified  to identify any matter that is no longer true and correct in
         any  material  respect,  with the  understanding  that  this  shall not
         preclude  Purchaser from exercising its  termination  right pursuant to
         Section  5.5 below if any matter is no longer  true and  correct in any
         material respect;

                  (o) deliver to Purchaser evidence that (i) termination notices
         for M&O Agreements  not assumed by Purchaser have been given,  and (ii)
         all fees, charges,  costs,  commissions and expenses due as a result of
         such terminations have been paid by Seller; and

                  (p) deliver to Purchaser a letter of  non-applicability  under
         the New Jersey Industrial Site Recovery Act ("ISRA").

         4.3 Purchaser's Obligations at Closing. At Closing, Purchaser shall:

                  (a) pay to Seller the  Purchase  Price in cash or  immediately
         available  funds,  it being  agreed  that the  Earnest  Money  shall be
         delivered  to Seller at  Closing  and  applied  towards  payment of the
         Purchase Price;

                  (b) pay all costs and expenses  agreed to be paid by Purchaser
         in Section 4.5 below;

                  (c) join with Seller in execution of the instruments described
         in Sections 4.2(b), 4.2(c), and 4.2(f), hereof;

                  (d) deliver to Seller a Purchaser's Certificate  ("Purchaser's
         Certificate")  in the form of Exhibit G attached hereto and made a part
         hereof for all purposes; and

                  (e) deliver to the Title  Company  such  evidence as the Title
         Company may  reasonably  require as to the  authority  of the person or
         persons executing documents on behalf of Purchaser.

         4.4      Prorations.

                  (a)  Subject  to  the  provisions  of  Exhibit  E  hereto  the
         following shall be apportioned with respect to the Property:

                           (i) real  property  taxes  affecting  the  Realty and
                           personal  property taxes affecting the Personalty for
                           the then current year, as of the date of Closing, any
                           apportionment  of such  taxes  with  respect to a tax
                           year  for  which  either  the tax  rate  or  assessed
                           valuation  or both have not yet been fixed to be made
                           upon  the  basis  of the  tax  rate  and/or  assessed
                           valuation  last  fixed;   provided  that  Seller  and
                           Purchaser  agree that to the extent the actual  taxes
                           for the  current  year  differ  from  the  amount  so
                           apportioned  at Closing,  Seller and  Purchaser  will
                           make  all  necessary   adjustments   by   appropriate
                           payments between themselves  following Closing,  such
                           obligation to survive Closing;

                           (ii) current expenses under the Operating Agreements;
                           and

                           (iii) gas,  electricity,  water,  trash  disposal and
                           other utility charges.

                  (b)  In  making  such   apportionments,   Purchaser  shall  be
         responsible  for real  property  taxes and other  expenses  accrued  or
         incurred  from and after the date of Closing.  All such  apportionments
         shall be subject to  post-Closing  adjustments  as necessary to reflect
         later relevant  information not available at Closing and to correct any
         errors  made at Closing  with  respect to such  apportionments  and the
         party  receiving more than it was entitled to hereunder shall reimburse
         the other party hereto in the amount of such overpayment  within thirty
         (30) days after receiving  written demand  therefor;  provided that the
         party hereto receiving such notice has received  sufficient evidence to
         verify the amount of such overpayment.  In the event such party has not
         received sufficient evidence to verify the amount of overpayment,  such
         party shall be afforded  additional  time to verify and/or  dispute the
         amount of  overpayment,  but in no event  longer  than thirty (30) days
         after the notice.  Notwithstanding  the foregoing,  such apportionments
         shall  be  deemed  final  and  not  subject  to  further   post-Closing
         adjustments if no such  adjustments  have been requested after a period
         of sixty (60) days  after the  Closing  Date.  All other  matters  with
         respect to apportionments  shall be governed by the Closing Memorandum.
         The provisions of this Section 4.4(b) shall survive Closing.

                  (c) Governmental  assessments  against the Realty shall not be
         prorated,  but such  assessments  shall be paid in full by Seller at or
         prior to the Closing Date if the work for which assessment was made has
         been fully performed, or assumed and paid by Purchaser if such work has
         not been fully performed by the Closing Date.

         4.5      Closing Costs.

                  (a) Seller shall pay (i) the fees of any counsel  representing
         it  in  connection  with  the  transaction  contemplated  hereby,  (ii)
         Seller's Broker's Commission  (hereinafter defined) and the Purchaser's
         Broker's Commission  (hereafter  defined),  (iii) the New Jersey realty
         transfer  tax,  (iv) the costs of any tax free exchange of the Property
         initiated by or for Seller,  and (v)  one-half  (1/2) of any escrow fee
         which  may be  charged  by the Title  Company  in  connection  with the
         transaction contemplated hereby.

                  (b)   Purchaser   shall  pay  (i)  the  fees  of  any  counsel
         representing Purchaser in connection with the transaction  contemplated
         hereby,  (ii) recording fees, (iii) the premium for the Owner's Policy,
         (iv) the cost of any deletions,  endorsements or  modifications  to the
         Owner's Policy, (v) the cost of the New Survey, and (vi) one-half (1/2)
         of any escrow fees charged by the Title Company in connection  with the
         transaction  contemplated hereby. All other costs and expenses incident
         to the transaction contemplated hereby and the closing thereof shall be
         paid by the party incurring the same.

                                    ARTICLE V
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         5.1 Representations  and  Warranties  of Seller.  Seller hereby
makes  the  following   representations  and  warranties  to  Purchaser,   which
representations  and  warranties  shall be deemed to be  restated at Closing and
shall survive Closing for a period of one (1) year, but no longer:

                  (a) Seller is a limited  partnership,  duly  organized  and in
         good standing  under the laws of the State of Maryland and is qualified
         to do business in the State of New Jersey.

                  (b) Seller has complete power and authority to enter into this
         Agreement  and all other  agreements  to be executed  and  delivered by
         Seller  pursuant to the terms and  provisions  hereof and all necessary
         partner  consents  have  been  obtained,  to  perform  its  obligations
         hereunder and thereunder,  to consummate the  transaction  contemplated
         hereby,  and this Agreement,  when executed and delivered by Seller and
         by  Purchaser,  will  constitute  the valid and  binding  agreement  of
         Seller, enforceable against Seller in accordance with its terms, except
         as limited by bankruptcy.

                  (c) (i) Seller has furnished Purchaser with true, complete and
         accurate  copy of the  Lease  and  all  amendments,  modifications  and
         supplements to the Lease;  there are no other leases of the Realty;  no
         option to renew the Lease  pursuant  to  Section  36  thereof  has been
         exercised by the tenant thereunder; (ii) Seller has received no written
         notice of any condemnation  proceedings  instituted against the Realty;
         Seller  has  disclosed  to  Purchaser  all M&O  Agreements,  employment
         agreements and management  agreements  applicable to the Property;  and
         (iii)  Seller has  received no written  notice that the Realty fails to
         comply  with  any   applicable   governmental   regulations,   laws  or
         ordinances.

                  (d)  Seller  now has and  will  have on the  Closing  Date fee
         simple indefeasible title to the Realty.

                  (e) To Seller's  actual  knowledge  and except as disclosed in
         the reports  delivered  to Purchaser as described on Exhibit B attached
         hereto,  (i) except for amounts used in the ordinary course of Seller's
         and/or tenants' businesses,  during Seller's ownership of the Realty no
         Hazardous   Substances   (hereinafter   defined)  have  been  released,
         discharged,  placed or disposed of at, on or under the Realty;  (ii) no
         underground  storage tanks are located on the Realty;  and (iii) Seller
         has  received no written  notice that the Realty is in violation of any
         applicable  governmental  law,  regulation or  requirement  relating to
         environmental and occupational  health and safety matters and Hazardous
         Substances   ("Environmental  Laws").   Seller's   representations  and
         warranties with respect to amounts of Hazardous  Substances used in the
         ordinary  course of tenants'  businesses are based solely on the actual
         knowledge of Seller,  and on the  provisions  of the Lease.  Seller has
         made no  independent  analysis  or  investigation  of  tenants'  use of
         Hazardous Substances, or of the degree of compliance of such usage with
         applicable  Environmental  Laws  except to the  extent set forth in the
         Lease.

                  (f) Except as described on Exhibit H attached hereto, there is
         no litigation,  action,  or proceeding  pending or, to Seller's  actual
         knowledge,  threatened  (whether  such  matters  are brought at law, in
         equity or before any  administrative  agency or other governmental body
         or  instrumentality)  relating  to  the  Realty,  or  the  transactions
         contemplated by this Agreement,  including tax appeals or condemnation,
         and Seller is not aware of any facts  which,  to its actual  knowledge,
         might result in any such litigation, action or proceeding.

                  (g)  Seller is not a party to any oral or  written  employment
         contracts or agreements with respect to the Realty.  There are no labor
         disputes  or  organizing  activities  pending  or, to  Seller's  actual
         knowledge,  threatened as to the operation or maintenance of the Realty
         or any  part  thereof.  Seller  is not a party  to any  union  or other
         collective  bargaining  agreement with employees employed in connection
         with the ownership, operation or maintenance of the Realty. To Seller's
         actual knowledge,  the Realty has not been operated by Seller in such a
         way as to violate any applicable labor and employment laws,  including,
         but not  limited  to,  laws  related  to  equal  employment  taxes  and
         withholding requirements.


                  (h) No Act of Bankruptcy has occurred with respect to Seller.

                  The term "Act of Bankruptcy" shall mean if after the Effective
         Date (i) a party hereto or any general  partner thereof shall (a) apply
         for or consent to the appointment of, or the taking of possession by, a
         receiver,  custodian,  trustee  or  liquidator  of  itself  or all or a
         substantial part of its property, (b) admit in writing its inability to
         pay its debts as they become due, (c) make a general assignment for the
         benefit of its creditors,  (d) file a voluntary  petition or commence a
         voluntary case or proceeding under the Federal  Bankruptcy Code (as now
         or hereinafter in effect),  (e) be adjudicated a bankrupt or insolvent,
         (f) file a petition seeking to take advantage of any other law relating
         to bankruptcy, insolvency, reorganization, winding-up or composition or
         adjustment of debts, (g) fail to controvert in a timely and appropriate
         manner, or acquiesce in writing to, any petition filed against it in an
         involuntary  case or proceeding  under the Federal  Bankruptcy Code (as
         now or hereafter in effect),  or (h) take any corporate or  partnership
         action  for the  purpose of  effecting  any of the  foregoing;  or if a
         proceeding  or case shall be  commenced,  without  the  application  or
         consent of a party hereto or any general partner thereof,  in any court
         of competent jurisdiction seeking (1) the liquidation,  reorganization,
         dissolution or winding-up, or the composition or readjustment of debts,
         of such party or general  partner,  (2) the  appointment of a receiver,
         custodian,  trustee or liquidator for such party or general  partner or
         all or any substantial part of its assets,  or (3) other similar relief
         under  any law  relating  to  bankruptcy,  insolvency,  reorganization,
         winding-up  or an order  (including  an order for relief  entered in an
         involuntary case under the Federal Bankruptcy Code (as now or hereafter
         in effect),  or (h) take any  corporate or  partnership  action for the
         purpose of effecting any of the  foregoing;  or if a proceeding or case
         shall be  commenced,  without  the  application  or  consent of a party
         hereto  or any  general  partner  thereof,  in any  court of  competent
         jurisdiction seeking (1) the liquidation,  reorganization,  dissolution
         or winding-up,  or the  composition or  readjustment  of debts, of such
         party or general partner, (2) the appointment of a receiver, custodian,
         trustee or liquidator  for such party or general  partner or all or any
         substantial  part of its assets,  or (3) other similar relief under any
         law relating to bankruptcy, insolvency,  reorganization,  winding-up or
         composition or adjustment of debts,  and such proceeding shall continue
         undismissed; or (ii) an order (including an order for relief entered in
         an  involuntary  case  under  the  Federal  Bankruptcy  Code (as now or
         hereafter in effect),  judgment or decree  approving or ordering any of
         the foregoing shall be entered and continue unstayed and in effect, for
         a period of 60 consecutive days.

                  (i) Seller is not a  "foreign  person"  within the  meaning of
         section 1445 of the Internal Revenue Code, as amended (i.e.,  Seller is
         not a foreign corporation,  foreign partnership, foreign trust, foreign
         estate or foreign  person as those  terms are  defined in the  Internal
         Revenue Code and regulations promulgated thereunder).

         5.2 Covenants of Sell.  Seller hereby  covenants  with  Purchaser  that
subsequent to the Effective Date, Seller will:

                  (a) advise  Purchaser  immediately if Seller  acquires  actual
         knowledge  of  (i)  any   litigation  or   administrative   proceedings
         instigated  or threatened  against the Property,  or (ii) any damage or
         destruction to any portion of the Property or other material  change in
         the condition of the Property;

                  (b) (i) maintain the Realty and the tangible  Personalty in at
         least their  present  condition,  subject to ordinary wear and tear and
         casualty loss and condemnation  which is not required to be repaired or
         restored  by the  provisions  of  this  Agreement;  (ii)  maintain  the
         insurance  now in effect for the Realty  and the  tangible  Personalty;
         (iii) not enter into any new tenant leases;  (vi) not modify the Lease;
         (v) not enter  into any  service,  employment  or  management  contract
         pertaining to or encumbering the Property unless the same is cancelable
         at or prior to  Closing  without  penalty  or  premium,  without  first
         obtaining the written consent of Purchaser,  which consent shall not be
         unreasonably withheld, conditioned or delayed; (vi) continue to operate
         the Property in  substantially  the same manner it is being operated on
         the Effective  Date; and (vii) not  voluntarily  create any new lien or
         modify any existing lien on the Property that will not be discharged at
         Closing out of the Purchase Price; and

                  (c) terminate at or prior to Closing all M&O  Agreements  that
         are  not  to  be  Operating  Agreements,  as  well  as  all  management
         agreements for the Realty.

         5.3 Representations and Warranties of Purchaser. Purchaser hereby makes
the following  representations and warranties to Seller,  which  representations
and  warranties  shall be deemed to be  restated  at Closing  and shall  survive
Closing:

                  (a) Purchaser is duly organized and in good standing under the
         laws of the State of its organization. Purchaser has complete capacity,
         power  and  authority  to  enter  into  this  Agreement  and all  other
         agreements  to be executed and  delivered by Purchaser  pursuant to the
         terms and provisions  hereof, to perform its obligations  hereunder and
         thereunder, and to consummate the transaction contemplated hereby; and

                  (b) Purchaser has experience in financial and business matters
         that  enable it to  evaluate  the risks and  merits of the  transaction
         contemplated hereby.

         5.4 Covenants of Purchaser. Purchaser hereby covenants to Seller, which
covenants shall survive Closing, as follows:

                  (a) Purchaser will conduct its  inspections of the Property in
         accordance with Article III hereof.

                  (b) Purchaser  shall, in connection with its  investigation of
         the Property during the Feasibility Period,  conduct at least a Phase I
         environmental  inspection of the Property for the presence of Hazardous
         Substances  (as such term is  defined  below),  subject to the terms of
         Section 3.2,  Purchaser  hereby assuming full  responsibility  for such
         inspections. As used in this Agreement, the term "Hazardous Substances"
         means any and all substances,  materials and wastes which are or become
         regulated  as  hazardous  or toxic  under  applicable  local,  state or
         federal law or which are  classified as hazardous or toxic under local,
         state or federal laws or regulations,  including,  without  limitation,
         (i) those  substances  included  within the  definitions  of "hazardous
         substances,"  "hazardous materials," "toxic substances," "solid waste,"
         "pollutant" or  "contaminant" as such terms are defined by or listed in
         the Comprehensive Environmental Response,  Compensation,  and Liability
         Act of 1980  (42  U.S.C.ss.9601  et seq.)  ("CERCLA"),  as  amended  by
         Superfund  Amendments and  Reauthorization  Act of 1986 (Pub. L. 99-499
         100 Stat. 1613) ("SARA"),  the Hazardous  Materials  Transportation Act
         (49 U.S.C.ss. 1801 et seq.), the Resource Conservation and Recovery Act
         of 1976  (42  U.S.C.ss.6901  et seq.)  ("RCRA"),  the  Toxic  Substance
         Control  Act (15  U.S.C.ss.2601  et  seq.),  the  Federal  Insecticide,
         Fungicide and Rodenticide  Control Act (7 U.S.C.  ss. 136 et seq.), the
         Occupational  Safety and Health Act of 1970 (29  U.S.C.ss.651 et seq.),
         the  Emergency  Planning  and  Community  Right to Know Act of 1986 (42
         U.S.C.ss.  11001 et seq.),  the Hazardous and Solid Waste Amendments of
         1984  (Public Law 86-616 Nov. 9, 1984),  the Federal  Clean Air Act (42
         U.S.C.ss. 7401 et seq.), and in the regulations promulgated pursuant to
         such laws, all as amended,  (ii) those substances  listed in the United
         States  Department of  Transportation  Table (49 CFR 172.101) or 40 CFR
         Part 302, both as amended,  and (iii) any material,  waste or substance
         which is (A) oil, gas or any  petroleum or  petroleum  by-product,  (B)
         asbestos in any form, (C) polychlorinated  biphenyls, (D) designated as
         a "hazardous  substance" pursuant to Section 311 of the Clean Water Act
         (33 U.S.C.ss.  1251 et seq.), as amended, (E) flammable explosives,  or
         (F) radioactive material.

         5.5 Purchaser's  Conditions to Closing.  It shall be a condition to the
obligation  of Purchaser to close the purchase of the Property  that each of the
following  conditions  be fully  satisfied  as of the date and time of  Closing,
failing which Purchaser may terminate this Agreement by written notice delivered
to  Seller  on the  Closing  Date and  Seller  will  notify  the  Title  Company
immediately upon receipt of such notice to return the Earnest Money to Purchaser
and neither party shall have any further obligation one to the other,  except to
the  extent  expressly  provided  herein:  (a) each of the  representations  and
warranties  of Seller  contained  herein  shall  remain  true and correct in all
material  respects  as of the date and time of Closing to the same  extent as if
made as of the  date  and  time  of  Closing,  (b)  each  of the  covenants  and
agreements of Seller  contained in this Agreement  shall be fully  performed and
there shall be no material breach of the obligations of Seller hereunder and (c)
the Lease shall have terminated,  Motorola shall have vacated the Realty and all
of Motorola's  specialty equipment identified by Purchaser and Seller during the
Feasibility Period shall have been removed from the Realty.

         5.6 Purchaser's Knowledge. If at any time before Closing, Purchaser has
actual  knowledge or  reasonably  believes that any of Seller's  warranties  and
representations  contained  in this  Agreement  are  inaccurate  in any material
respect, or are incomplete and therefore misleading,  or are not true, Purchaser
shall  notify  Seller of such fact within five (5)  business  days of  Purchaser
becoming so aware.  Upon receipt of any such notice,  Seller may terminate  this
Agreement and direct the Title Company to return the Earnest Money to Purchaser,
or at  Purchaser's  election  stated  in such  notice,  Purchaser  shall  permit
Seller's  said  warranties  and  representations  to be modified to conform with
Purchaser's knowledge or belief. Purchaser's failure to give the notice required
by the first sentence of this Section when Purchaser  knows or believes that any
of Seller's  warranties  and  representations  are  inaccurate  in any  material
respect shall constitute a waiver of Purchaser's  rights to subsequently  object
to any such representations and warranties.

                                   ARTICLE VI
                                     DEFAULT

         6.1  Default  by  Purchaser.  In the event  Purchaser  defaults  in its
obligations to purchase the Property,  Seller shall be entitled, as its sole and
exclusive  remedy, to terminate this Agreement and receive the Earnest Money, as
liquidated  damages for the breach of this  Agreement,  it being agreed  between
Seller  and  Purchaser  that the  actual  damages to Seller in the event of such
breach are  impractical  to ascertain  and the amount of the Earnest  Money is a
reasonable estimate thereof.

         6.2 Default by Seller.  In the event Seller defaults in its obligations
to sell the  Property,  Purchaser  shall be entitled,  as its sole and exclusive
remedies, either (a) to enforce specific performance of this Agreement or (b) to
the  return  of the  Earnest  Money,  and,  if the  default  is a result  of the
intentional,  bad faith acts of Seller and specific performance is not available
to Purchaser,  to the reimbursement for its actual  out-of-pocket costs incurred
in connection with its inspection of the Property during the Feasibility Period,
such   reimbursement   in  no  event  to  exceed  $25,000,   which  return  (and
reimbursement,  if  applicable)  shall operate to terminate  this  Agreement and
release Seller from any and all duties, obligations and liability hereunder. The
right of specific  performance,  noted above, shall not entitle Purchaser in any
such proceeding to seek to require Seller to do any of the following:

                  (a) change the  condition  of the Property or restore the same
         after any fire or other casualty;

                  (b) expend money or post a bond to remove a title  encumbrance
         or defect  or  correct  any  matter  shown on a survey of the  Property
         (except  for the defects  that  Seller is required to cure  pursuant to
         Sections 2.3(i), (ii) and (iii));

                  (c) secure any permit,  approval,  or consent  with respect to
         the Property or to Seller's conveyance of the Property; or

                  (d) otherwise  pay monetary  damages or awards to Purchaser or
         to any other party.

                                   ARTICLE VII
                                  RISK OF LOSS

         7.1 Casualty.  In the event of any damage or destruction to any portion
of the  Property  subsequent  to the  Effective  Date  and  prior to the date of
Closing,  the estimated cost of repair of which,  as determined by a third party
contractor  selected by Seller and approved by  Purchaser,  is in excess of Five
Hundred Thousand and No/100 Dollars  (US$500,000),  Purchaser shall, within five
(5) business days after receipt of said repair  estimate,  either terminate this
Agreement  as to the  entire  Property  and not just a part  thereof,  whereupon
Seller shall  promptly  direct the Title  Company to return the Earnest Money to
Purchaser,  or Purchaser may elect to consummate  the  transaction  contemplated
hereby, in which event Seller's right to all insurance  proceeds  resulting from
such damage or  destruction  shall be assigned in writing by Seller to Purchaser
at Closing and Seller shall have no further  obligation to Purchaser with regard
to such damage or destruction.  In the event of any damage or destruction to the
Property subsequent to the Effective Date and prior to the date of Closing,  the
estimated  cost of repair of which,  as determined  by a third party  contractor
selected by Seller and  approved by  Purchaser,  is Five  Hundred  Thousand  and
No/100 Dollars  (US$500,000) or less, Purchaser shall have no right to terminate
this Agreement as a result  thereof,  and all of Seller's right to all insurance
proceeds  resulting from such damage or destruction shall be assigned in writing
by Seller to Purchaser and Seller shall have no further  obligation to Purchaser
with  regard to such damage or  destruction.  Anything  contained  herein to the
contrary  notwithstanding,  in the  event of any  damage or  destruction  to the
Property  subsequent  to the  Effective  Date and prior to the date of  Closing,
subsequent to which Purchaser  either elects to or is required to consummate the
transaction  contemplated hereby,  Purchaser shall, in addition to receiving all
insurance  proceeds  payable with respect to such  casualty,  be entitled to any
deductible  or  deductibles  under any  insurance  policy or  policies  insuring
against  such damage or  destruction.  The Closing Date shall be extended day to
day if necessary to obtain said repair estimate and deliver same to Purchaser or
to afford  Purchaser  the  agreed  upon  time  period  within  which to make its
election under the first sentence of this Section.  If any damage or destruction
occurs prior to Closing,  Seller shall comply with any laws requiring removal of
debris;  provided,  however, Seller may use any available insurance proceeds for
such  compliance.  Seller agrees to provide  Purchaser with a copy of Motorola's
insurance certificate promptly after the Effective Date.

         7.2 Condemnation. After the Effective Date, in the event of a taking or
threatened  taking by condemnation  or similar  proceedings or actions of all of
the Property, or any portion of the Property, Purchaser shall have the option to
terminate  this Agreement upon written notice to Seller within five (5) business
days after such  taking or  notification  of such  threatened  taking,  and upon
receipt of such notice Seller shall promptly  notify the Title Company to refund
the Earnest Money to Purchaser.  If Purchaser does not exercise its option under
the immediately  preceding sentence of this Section to terminate this Agreement,
then the Agreement shall remain in full force and effect and Seller shall assign
or pay to Purchaser at Closing,  Seller's  entire interest in and to any and all
condemnation  awards or proceeds  from any such  proceedings  or actions in lieu
thereof.  Any termination  under this Section 7.2 shall constitute a termination
of all of Purchaser's rights to acquire the Property.

         7.3 Uniform Act. The parties shall have the rights and duties set forth
in this  Article  VII  rather  than as  prescribed  by the  Uniform  Vendor  and
Purchaser Risk Act.

                                  ARTICLE VIII
                                   COMMISSIONS

         8.1  Commissions.  Seller  agrees  to pay  to CB  Richard  Ellis,  Inc.
("Seller's  Broker") a real estate  commission in accordance with the terms of a
separate  written  agreement  ("Seller's  Broker's  Commission").  Purchaser has
engaged The Garibaldi Group, Inc.  ("Purchaser's Broker") to represent it in the
purchase of the Property and Seller  shall be  responsible  for the payment of a
real estate  commission to Purchaser's  Broker in accordance with the terms of a
separate written agreement.  Each party agrees that should any claim be made for
brokerage  commissions  or finder's  fees by any broker,  finder or agent (other
than the brokers retained by such party and identified herein) by, through or on
account  of any acts of the  indemnifying  party  or its  agents,  employees  or
representatives,  the  indemnifying  party will  indemnify,  defend and hold the
other party free and  harmless  from and  against  any and all loss,  liability,
cost,  damage and  expense  (including,  without  limitation,  attorneys'  fees,
accountants'  fees,  court costs and  interest)  in  connection  therewith.  The
provisions of this Section 8.1 shall survive Closing.

                                   ARTICLE IX
                                  MISCELLANEOUS

         9.1 Disclaimers.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS  AGREEMENT,  IT IS  EXPRESSLY  UNDERSTOOD  AND  AGREED  THAT  PURCHASER  IS
PURCHASING  THE PROPERTY "AS IS" AND "WHERE IS" SUBJECT ONLY TO REASONABLE  WEAR
AND TEAR AND DAMAGE DUE TO CASUALTY OR  CONDEMNATION  BETWEEN THE EFFECTIVE DATE
AND THE CLOSING DATE, AND WITH ALL FAULTS AND DEFECTS, LATENT OR OTHERWISE,  AND
THAT  SELLER IS MAKING NO  REPRESENTATIONS  OR  WARRANTIES,  EITHER  EXPRESS  OR
IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE QUALITY, PHYSICAL
CONDITION  OR VALUE OF THE  PROPERTY,  THE  PRESENCE  OR  ABSENCE  OF  HAZARDOUS
SUBSTANCES  IN, ON, UNDER OR ABOUT THE PROPERTY,  OR THE INCOME OR EXPENSES FROM
OR OF THE  PROPERTY  EXCEPT  FOR THE  LIMITED  REPRESENTATIONS,  WARRANTIES  AND
COVENANTS  SET  FORTH  IN  SECTION  4.2 AND  ARTICLE  V HEREOF  AND THE  LIMITED
WARRANTIES  OF TITLE TO BE CONTAINED IN THE  DOCUMENTS TO BE DELIVERED BY SELLER
PURSUANT TO SECTION 4.2 HEREOF AND OTHER DOCUMENTS,  AGREEMENTS AND CERTIFICATES
DELIVERED BY SELLER AT CLOSING. WITHOUT LIMITING THE FOREGOING, IT IS UNDERSTOOD
AND  AGREED  THAT  SELLER  MAKES  NO  WARRANTY  OF  HABITABILITY,   SUITABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE AND EXCEPT AS
EXPRESSLY  SET FORTH HEREIN AND IN THE  DOCUMENTS  TO BE  DELIVERED  PURSUANT TO
SECTION 4.2 HEREOF. THE PROVISIONS OF THIS SECTION 9.1 SHALL SURVIVE CLOSING.

         9.2 Discharge of  Obligations.  The acceptance of the Deed, the Owner's
Title Policy, and the Bill of Sale by Purchaser at Closing shall be deemed to be
a full  performance  and discharge of every agreement and obligation on the part
of Seller to be performed  pursuant to the provisions  hereof,  except those, if
any, which are herein specifically stated to survive Closing.  The acceptance of
the Purchase  Price by Seller at Closing shall be deemed to be full  performance
and discharge of every  agreement and  obligation on the part of Purchaser to be
performed  pursuant to the provisions  hereof,  except those,  if any, which are
herein specifically stated to survive Closing.

         9.3  Assignment.  Seller  may  assign  this  Agreement  to a  qualified
exchange  intermediary  for  purposes of  effecting  a tax free  exchange of the
Property as described in Section  9.24.  This  Agreement  may not be assigned by
Purchaser  without the written  consent of Seller  other than to an affiliate of
Purchaser or an entity in which  Purchaser has an ownership  interest,  provided
that Purchaser's assignee assumes all of the obligations of Purchaser under this
Agreement.  Any  assignment  of this  Agreement by  Purchaser  shall not release
Purchaser of its obligations hereunder.

         9.4 Notices.  Any notice  pursuant  hereto shall be given in writing by
(a) personal delivery, or (b) expedited delivery service with proof of delivery,
or (c)  registered or certified  United  States Mail,  postage  prepaid,  return
receipt  requested,  or (d) prepaid  telegram,  telex or facsimile  transmission
(provided that such telegram,  telex or facsimile  transmission  is confirmed by
expedited delivery service or by mail in the manner previously described),  sent
to the  intended  addressee  at the  address set forth  below,  or to such other
address or to the  attention  of such other person as the  addressee  shall have
designated by written notice sent in accordance herewith, and shall be deemed to
have been  given  either at the time of  personal  delivery,  or, in the case of
expedited  delivery service or mail, as of the date of first attempted  delivery
at the address and in the manner provided  herein,  or, in the case of telegram,
telex or facsimile  transmission,  upon receipt,  provided some evidence of such
receipt is obtained by the sender of such notice.  Unless  changed in accordance
with the preceding  sentence,  the addresses for notices given  pursuant  hereto
shall be as follows:

                           (i)      If to Seller:

                                    c/o Judith Waranch, Esquire
                                    Townsend Capital, LLC
                                    210 W. Pennsylvania Avenue, Suite 700
                                    Towson, MD  21204-4515
                                    Facsimile No.:  (410) 321-1901

                                    with a copy thereof to:

                                    Bart I. Mellits, Esquire
                                    Ballard, Spahr, Andrews & Ingersoll, LLP
                                    1735 Market Street, 51st Floor
                                    Philadelphia, PA  19103-7599
                                    Facsimile No.:  (215) 864-9895

                           (ii)     If to Purchaser:

                                    Dendrite International, Inc.
                                    1200 Mt. Kemble Avenue
                                    Morristown, New Jersey 07960-6797
                                    Facsimile No.: (973) 425-1919


                                    with a copy thereof to:

                                    Pitney, Hardin, Kipp & Szuch LLP
                                    P.O. Box 1945
                                    Morristown, New Jersey 07962-1945
                                    Attn:  Lawrence Reilly, Esquire
                                    Facsimile No.: (973) 966-1550

         9.5  Modification.  This  Agreement  cannot under any  circumstance  be
modified orally, and no agreement shall be effective to waive, change, modify or
discharge this Agreement in whole or in part unless such agreement is in writing
and is signed by both Seller and Purchaser.

         9.6 Confidentiality.  Purchaser recognizes, understands and agrees that
pursuant  hereto it will  become  aware of  certain  information  regarding  the
ownership  and  operation  of the  Property,  including,  specifically,  without
limitation,  the information to be provided to Purchaser pursuant to Section 3.1
hereof.  Purchaser agrees that, prior to Closing, if Closing occurs, and if not,
in any event  unless  required to pursuant  to a subpoena  properly  issued by a
court of competent  jurisdiction,  or as otherwise required by law, it shall not
disclose any such  information to any third party or parties,  except to agents,
employees or independent contractors advising or assisting Purchaser, including,
but not limited to, Purchaser's  officers,  employees,  attorneys,  accountants,
engineers,  surveyors,  consultants,  financiers,  partners,  investors and such
other  parties  whose  assistance  is required  to  consummate  the  transaction
contemplated hereby, potential or actual investors, potential and actual lenders
of all or a portion of the  Purchase  Price and as otherwise  expressly  allowed
pursuant to the terms and provisions of this  Agreement.  After Closing  occurs,
this Section will be of no force or effect.

         9.7 Reporting Requirements. The Title Company hereby agrees to serve as
the "real estate reporting person" as that term is defined in section 6045(e) of
the Internal Revenue Code of 1986, as amended. This Agreement shall constitute a
designation agreement,  the name and address of the transferor and transferee of
the  transaction  contemplated  hereby  appear in Section 9.5 hereof and Seller,
Purchaser and the Title  Company agree to retain a copy of this  Agreement for a
period of four (4) years following the end of the calendar year in which Closing
occurs. The provisions of this Section 9.7 shall survive Closing.

         9.8 Time of  Essence.  Seller and  Purchaser  agree that time is of the
essence with regard to this Agreement.

         9.9  Successors  and Assigns.  The terms and  provisions  hereof are to
apply to and bind the permitted successors and assigns of the parties hereto.

         9.10  Exhibits  and  Schedules.  The  following  schedules  or exhibits
attached  hereto  (collectively,  "Exhibits")  shall be deemed to be an integral
part hereof:

                  (a)      Exhibit A -- legal description of the Realty;

                  (b)      Exhibit A-1 -- tangible personal property inventory;

                  (c)      Exhibit A-2 -- description of Lease;

                  (d)      Exhibit B -- Submission Items;

                  (e)      Exhibit C -- form of Deed;

                  (f)      Exhibit D -- form, of Bill of Sale;

                  (g)      Exhibit E -- form of Closing Memorandum;

                  (h)      Exhibit F -- form of FIRPTA Affidavit;

                  (i)      Exhibit G -- form of Purchaser's Certificate; and

                  (j)      Exhibit H -- Litigation Schedule.

         9.11 Entire Agreement. This Agreement, including the Exhibits, contains
the entire agreement between Seller and Purchaser  pertaining to the transaction
contemplated hereby and fully supersedes all prior agreements and understandings
between Seller and Purchaser pertaining to such transaction.

         9.12 Further Assurance.  Both Seller and Purchaser agree that they will
without further  consideration execute and deliver such other documents and take
such other action,  whether prior or subsequent to Closing, as may be reasonably
requested by the other party to  consummate  more  effectively  the  transaction
contemplated hereby. The provisions of this Section 9.12 shall survive Closing.

         9.13  Fees and  Expenses.  In the  event of any  controversy,  claim or
dispute between Seller and Purchaser affecting or relating to the subject matter
or performance of the rights,  duties and obligations under this Agreement,  the
prevailing party shall be entitled to recover from the  nonprevailing  party all
of the prevailing party's reasonable  expenses,  including,  without limitation,
attorneys' fees, accountants' fees, court costs and interest.

         9.14   Counterparts.   This  Agreement  may  be  executed  in  multiple
counterparts,  and all such  executed  counterparts  shall  constitute  the same
agreement. It shall be necessary to account for only one (1) such counterpart in
proving the existence, validity or content of this Agreement.

         9.15 Severability.  If any provision hereof is determined by a court of
competent  jurisdiction  to be invalid or  unenforceable,  the remainder of this
Agreement shall nonetheless remain in full force and effect.

         9.16  Section  and  Exhibit  Headings.  Section  and  exhibit  headings
contained  herein  are for  convenience  only and  shall  not be  considered  in
interpreting or construing this Agreement.

         9.17 Binding  Effect.  This Agreement  shall not be binding upon either
Seller or Purchaser  unless and until both Seller and  Purchaser  have  executed
this Agreement.

         9.18 Choice of Law. This  Agreement  shall be governed by and construed
in accordance with the internal laws of the State of New Jersey,  without regard
to the conflicts of laws principles  thereof.  Purchaser and Seller, each hereby
irrevocably  and  unconditionally  submits for itself and its  property,  to the
non-exclusive jurisdiction of any New Jersey state court or Federal court of the
United States of America sitting in New Jersey and any appellate court from such
state or Federal circuit, in any action or proceeding arising out of or relating
to this  Agreement,  or for  recognition  and  enforcement of any judgment,  and
irrevocably  and  unconditionally  consents to all claims in respect of any such
action or proceeding  being heard and  determined in such New Jersey state court
or, to the extent  permitted by law, in such Federal  court. A final judgment in
any such action or proceeding  shall be conclusive  and may be enforced in other
jurisdictions  by suit on the judgment or in any manner provided by law. Nothing
in this  Agreement  shall affect any right that any party may otherwise  have to
bring any action or proceeding  relating to this Agreement  against Purchaser or
Seller or their  properties  in the courts of any  jurisdiction.  Purchaser  and
Seller each hereby irrevocably and unconditionally waives, to the fullest extent
it may  legally  and  effectively  do so,  any  objection  which  it may  now or
hereafter have to the laying of venue of any suit, action or proceeding  arising
out of or relating to this  Agreement in any state or Federal  court.  Purchaser
and Seller each hereby  irrevocably  waives,  to the fullest extent permitted by
law, the defense of an  inconvenient  forum to the maintenance of such action or
proceeding in any such court.

         9.19 Standstill.  While this Agreement is in effect,  Seller agrees not
to enter into any  written  agreement  or solicit any offers or  expressions  of
interest to purchase the Property from any prospective purchasers.

         9.20 No Third  Party  Beneficiary.  The  provisions  hereof  and of the
documents  to be  executed  and  delivered  at  Closing  are and will be for the
benefit of Seller and  Purchaser  only and are not for the  benefit of any third
party,  and  accordingly,  no third  party  shall have the right to enforce  the
provisions hereof or of the documents to be executed and delivered at Closing.

         9.21 Approval by Seller.  Purchaser recognizes,  understands and agrees
that this  Agreement  shall not be binding upon Seller unless and until the same
has been  executed by Seller.  Purchaser  further  recognizes,  understands  and
agrees that Seller may,  for  whatever  reason and in its sole  discretion,  not
execute this  Agreement,  in which case this  Agreement  shall not be binding on
either  party.  Purchaser  further  recognizes,  understands  and agrees that it
cannot and will not rely on any  representation,  assertion or action other than
the execution of this  Agreement by Seller as indicating or evidencing  Seller's
intent or desire to be bound by the terms and provisions of this Agreement.

         9.22  Execution.  Upon  execution of this  Agreement  by Purchaser  and
delivery  thereof  to  Seller,  this  Agreement  shall  constitute  an  offer by
Purchaser.  The offer by  Purchaser  contained  herein  shall  automatically  be
withdrawn  and become of no force or effect  unless  accepted  and  executed  by
Seller on or before 5:00 p.m., Eastern Standard Time, on January 9, 2001.

         9.23 Seller's Actual  Knowledge.  As used in this Agreement,  the terms
"Seller's actual knowledge",  "Seller's  Knowledge" or equivalent language shall
mean and apply to the  actual,  conscious  knowledge  of Daniel  C.  Cramer  and
Christopher Petersen,  who are the current officers and responsible employees of
Seller who are directly  engaged in the  operation  and sale of the Property and
not to any  other  persons;  it being  understood  and  acknowledged  that  such
officers and responsible  employees are not charged with knowledge of all of the
acts and/or omissions of the Property management company managing the day to day
operations  or the  predecessors  in title to the  Property  or the acts  and/or
omissions of Seller's agents or other officers or employees. Such term shall not
include a duty to inquire or investigate  any facts or information  with respect
to the Property,  and shall not apply to or be construed to apply to information
or material which may be in the possession of Seller  generally or incidentally,
but which is not actually  known to the officers  and  responsible  employees of
Seller who are directly engaged in the sale and purchase  transaction  described
herein.

         9.24 Purchaser's Actual Knowledge. As used in this Agreement, the terms
"Purchaser's actual knowledge",  "Purchaser's  Knowledge" or equivalent language
(a) shall mean and apply to the actual, conscious knowledge of Michael Atieh and
Christine Pellizzari,  who are the current officers and responsible employees of
Purchaser who are directly  engaged in the  acquisition  of the Property and the
due diligence review thereof, and not to any other persons.  Such term shall not
include a duty to inquire or investigate  any facts or information  with respect
to the Property,  and shall not apply to or be construed to apply to information
or  material  which  may  be  in  the  possession  of  Purchaser   generally  or
incidentally,  but which is not actually  known to the officers and  responsible
employees  of  Purchaser  who are  directly  engaged  in the sale  and  purchase
transaction described herein.


<PAGE>


         9.25 Exchange.  Purchaser agrees to cooperate with Seller to consummate
the purchase of the Property by means of a tax free exchange pursuant to section
1031 of the Internal Revenue Code of 1986, as amended, provided Seller bears all
cost and expense of such exchange and provided  further that  Purchaser will not
be required to take title to any exchange property.

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

                                      PURCHASER

Executed by Purchaser this             DENDRITE INTERNATIONAL, INC.
5th day of January, 2001.
                                      By:      Michael Atieh
                                             -----------------------------------
                                      Name:    Michael Atieh
                                      Title:   Chief Financial Officer &
                                                Senior Vice President


                                      SELLER:
Executed by Seller this
9th day of January, 2001.             TOWNSEND PROPERTY TRUST LIMITED
                                      PARTNERSHIP, doing business in
                                      New Jersey as TPT Limited Partnership

                                      By: DWT A II, LLC, General Partner

                                      By           David C. Cramer
                                           -------------------------------------
                                      Name:        David C. Cramer
                                      Title:       Vice President


<PAGE>


         The Title Company hereby agrees to perform its  obligations  under this
Agreement  and upon receipt of the Earnest  Money from  Purchaser  will hold the
same in escrow in accordance  with this  Agreement.  Receipt of a fully executed
counterpart of this Agreement is acknowledged the ____ day of January, 2001.

                                      TITLE COMPANY:
                                      -------------

                                      CHICAGO TITLE INSURANCE COMPANY

                                      By:      Ralph A. Romano
                                         --------------------------------------
                                      Name:    Ralph A. Romano
                                      Title:   Vice President


<PAGE>


                                    EXHIBIT A

         ALL THAT CERTAIN TRACT,  PARCEL AND LOT OF LAND LYING AND BEING SITUATE
IN THE TOWNSHIP OF PISCATAWY,  COUNTY OF MIDDLESEX,  STATE OF NEW JERSEY,  BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE WESTERLY SIDELINE OF SOUTH RANDOLPHVILLE ROAD, BEING
DISTANT THE FOLLOWING TWO COURSES AND DISTANCES FROM ITS  INTERSECTION  WITH THE
EXTENSION OF THE NORTHERLY SIDELINE OF COLONIAL DRIVE (A) ON A COURSE OF NORTH 4
DEGREES 18 MINUTES 13 SECONDS WEST A DISTANCE OF 575.26 FEET; (B) IN A NORTHERLY
DIRECTION  ALONG A CURVE TO THE LEFT  HAVING A RADIUS OF  1000.00  FEET,  AN ARC
DISTANCE OF 51.35 FEET TO THE BEGINNING POINT AND RUNNING THENCE

1.       IN A NORTHWESTERLY  DIRECTION ALONG A CURVE TO THE LEFT HAVING A RADIUS
         OF 44.00 FEET AN ARC DISTANCE OF 44.77 FEET TO A POINT; THENCE

2.       ON A COURSE OF SOUTH 73 DEGREES  58 MINUTES 5O SECONDS  WEST A DISTANCE
         OF 78.33 FEET TO A POINT; THENCE

3.       ON A COURSE OF NORTH 80 DEGREES  49 MINUTES 48 SECONDS  WEST A DISTANCE
         OF 34.26 FEET TO A POINT; THENCE

4.       ON A COURSE OF SOUTH 72 DEGREES  58 MINUTES 17 SECONDS  WEST A DISTANCE
         OF 490.58 FEET TO A POINT; THENCE

5.       ON A COURSE OF NORTH 16 DEGREES  56 MINUTES 23 SECONDS  WEST A DISTANCE
         OF 49.82 FEET TO A POINT; THENCE

6.       ON A COURSE OF SOUTH 73 DEGREES  03 MINUTES 37 SECONDS  WEST A DISTANCE
         OF 413.53 FEET TO A POINT; THENCE

7.       ON A COURSE OF NORTH 16 DEGREES  59 MINUTES 30 SECONDS  WEST A DISTANCE
         OF 719.09 FEET TO A POINT; THENCE

8.       ON A COURE OF NORTH 63 DEGREES 44 MINUTES 53 SECONDS EAST A DISTANCE OF
         416.53  FEET TO A POINT IN THE  SOUTHWESTERLY  SIDELINE  OF NEW  JERSEY
         ROUTE NO. 287; THENCE

9.       ALONG SAID SOUTHWESTERLY SIDELINE OF NEW JERSEY STATE HIGHWAY ROUTE NO.
         287 ON A COURSE  OF SOUTH 76  DEGREES  53  MINUTES  15  SECONDS  EAST A
         DISTANCE OF 60.80 FEET TO A POINT; THENCE


                            (continued on next page)

<PAGE>

10.      STILL ALONG SAID  SOUTHWESTERLY  SIDELINE OF NEW JERSEY  STATE  HIGHWAY
         ROUTE NO.  287 ON A COURSE OF SOUTH 65  DEGREES  39  MINUTES 24 SECONDS
         EAST A DISTANCE OF 112.70 FEET TO A POINT; THENCE

11.      STILL ALONG SAID  SOUTHWESTERLY  SIDELINE OF NEW JERSEY  STATE  HIGHWAY
         ROUTE NO.  287 ON A COURSE OF SOUTH 67  DEGREES  56  MINUTES 32 SECONDS
         EAST A DISTANCE OF 150.27 FEET TO A POINT; THENCE

12.      STILL ALONG SAID  SOUTHWESTERLY  SIDELINE OF NEW JERSEY  STATE  HIGHWAY
         ROUTE NO.  287 ON A COURSE OF SOUTH 67  DEGREES  55  MINUTES 33 SECONDS
         EAST A DISTANCE OF 10.57 FEET TO A POINT; THENCE

13.      STILL ALONG SAID  SOUTHWESTERLY  SIDELINE OF NEW JERSEY  STATE  HIGHWAY
         ROUTE NO.  287 ON A COURSE OF SOUTH 73  DEGREES  14  MINUTES 39 SECONDS
         EAST A DISTANCE OF 40.65 FEET TO A POINT; THENCE

14.      STILL ALONG SAID  SOUTHWESTERLY  SIDELINE OF NEW JERSEY  STATE  HIGHWAY
         ROUTE NO.  287 ON A COURSE OF SOUTH 73  DEGREES  14  MINUTES 25 SECONDS
         EAST A DISTANCE OF 51.06 FEET TO A POINT; THENCE

15.      STILL ALONG SAID  SOUTHWESTERLY  SIDELINE OF NEW JERSEY  STATE  HIGHWAY
         ROUTE NO.  287 ON A COURSE OF SOUTH 73  DEGREES  14  MINUTES 31 SECONDS
         EAST A DISTANCE OF 64.50 FEET TO A POINT; THENCE

16.      STILL ALONG SAID  SOUTHWESTERLY  SIDELINE OF NEW JERSEY  STATE  HIGHWAY
         ROUTE NO.  287 ON A COURSE OF SOUTH 78  DEGREES  11  MINUTES 22 SECONDS
         EAST A DISTANCE OF 198.32 FEET TO A POINT; THENCE

17.      STILL ALONG SAID  SOUTHWESTERLY  SIDELINE OF NEW JERSEY  STATE  HIGHWAY
         ROUTE NO. 287 IN A  SOUTHEASTERLY  DIRECTION ALONG A CURVE TO THE RIGHT
         HAVING A RADIUS  OF 139.00  FEET AN ARC  DISTANCE  OF 135.96  FEET TO A
         POINT; THENCE

18.      STILL ALONG SAID  SOUTHWESTERLY  SIDELINE OF NEW JERSEY  STATE  HIGHWAY
         ROUTE NO.  287 ON A COURSE OF NORTH 67  DEGREES  5l  MINUTES 17 SECONDS
         EAST A DISTANCE  OF 1.67 FEET TO A POINT IN THE  WESTERLY  SIDELINE  OF
         SOUTH RANDOLPHVILLE ROAD; THENCE

19.      ALONG SAID WESTERLY SIDELINE OF SOUTH RANDOLPHVILLE ROAD ON A COURSE OF
         SOUTH 22 DEGREES 08 MINUTES 43 SECONDS  EAST A DISTANCE  OF 117.56 FEET
         TO A POINT; THENCE


                            (continued on next page)

<PAGE>

20.      STILL ALONG SAID  WESTERLY  SIDELINE OF SOUTH  RANDOLPHVILLE  ROAD IN A
         SOUTHERLY  DIRECTION  ALONG A CURVE TO THE  RIGHT  HAVING  A RADIUS  OF
         1000.00  FEET AN ARC DISTANCE OF 260.04 FEET TO A POINT BEING THE POINT
         OR PLACE OF BEGINNING.

THE  ABOVE  DESCRIPTION  IS IN  ACCORDANCE  WITH  A  SURVEY  PREPARED  BY  JAMAN
ENGINEERING ASSOCIATES, STEVEN I. SMITH, P.L.S., DATED DECEMBER 12, 1994 REVISED
THROUGH DECEMBER, 12, 2000

TOGETHER WITH AND SUBJECT TO THE RIGHTS AS SET FORTH IN DECLARATION OF EASEMENTS
IN DEED  BOOK  3339 PAGE  551,  AMENDED  BY DEED  BOOK  3495  PAGE  497,  SECOND
AMENDEMENT  IN DEED BOOK 4262 PAGE 514 AND ACCEPTED BY  MEMORANDUM OF ACCEPTANCE
IN DEED BOOK 4371 PAGE 896

BEING ALSO KNOWN AS (REPORTED FOR INFORMATIONAL PURPOSES ONLY):

LOT 5.05 IN BLOCK 460.3, ON THE OFFICIAL TAX MAP OF PISCATAWAY TOWNSHIP



<PAGE>


                                  EXHIBIT A- 1

                       LIST OF TANGIBLE PERSONAL PROPERTY

                  None



<PAGE>


                                   EXHIBIT A-2

                              DESCRIPTION OF LEASE

                  1. Lease  Agreement  dated  January 3, 1996,  between MBL Life
         Assurance Corporation and AT&T Corp.

                  2. Assignment of Lease dated as of February 1, 1996, from AT&T
         Corp. to Lucent Technologies Inc. (formerly known as NS-MPG Inc.)

                  3.  Assignment  and Assumption of Lease dated October 1, 1997,
         from Lucent Technologies Inc. to Philips Consumer Communications L.P.

                  4.  Assignment  of Lease  dated  April 3, 1998,  from MBL Life
         Assurance Corporation to Townsend Property Trust Limited Partnership

                  5. Assignment and Assumption of Lease dated December 14, 1998,
         from Philips Consumer Communications L.P. to Motorola, Inc.



<PAGE>


                                    EXHIBIT B

                                SUBMISSION ITEMS

         1.       Property Condition Assessment,  prepared by Property Solutions
                  Inc., dated March 16, 2000.

         2.       ALTA/ACSM  Land Title  Survey,  prepared by Jaman  Engineering
                  Associates, dated March 2, 2000.

         3.       Township of  Piscataway  Sewer  Utility bill for Year 1999 4th
                  quarter, Year 2000, 1st, 2nd and 3rd quarter.

         4.       Township of Piscataway Year 1999 3rd and 4th Quarter Tax Bill,
                  Year 2000 1st, 2nd 3rd and 4th Quarter Tax Bill.

         5.       _______ _______ Letters from Robertet  Flavors,  dated October
                  25,  2000,  August 13,  1999 and August  12,  1998,  regarding
                  assessment for  right-of-way  granted to MBL and any successor
                  owners.

         6.       Single  Occupancy Net Lease  Agreement from MBL Life Assurance
                  Corporation to AT&T Corp., dated January 3, 1996.

         7.       Assignment of Tenant's  Interest in Lease,  dated  February 1,
                  1996 by AT&T, Assignor, to Lucent Technologies Inc., Assignee.

         8.       Letter  dated  September  9, 1997,  from  Lucent  Technologies
                  regarding    assignment   of   Lease   to   Philips   Consumer
                  Communications L.P.;

         9.       Assignment and Assumption of Lease dated October 1, 1997, from
                  Lucent  Technologies  Inc. to Philips Consumer  Communications
                  L.P.;

         10.      Assignment and Assumption of Lease dated December 14, 1998, by
                  and between Philips Consumer Communications L.P. and Motorola,
                  Inc.;

         11.      ______  ______ Letter dated  November 25, 1996,  from MBL Life
                  Assurance  Corporation,  regarding the purchase of 2.344 acres
                  of  land   contiguous   to  330  South   Randolphville   Road,
                  Piscataway, NJ.

         12.      Assignment   and  Assumption   Agreement,   between  MBL  Life
                  Assurance  Corporation,  Assignor and Townsend  Property Trust
                  Limited Partnership, Assignee, effective as of April 3, 1998.

         13.      New Jersey Bargain and Sale Deed, dated April 3, 1998, by M13L
                  Life Assurance  Corporation to Townsend Property Trust Limited
                  Partnership;

         14.      Letter from Chicago Title Insurance Company,  dated August 19,
                  1998, regarding exclusion of Parcel R-10 from the Title Deed;

         15.      Owner's  Title  Insurance  Policy  issued  June 3, 1998,  from
                  Chicago  Title  Insurance  Company,   Policy  No.  9736-00420,
                  together with copies of exceptions;

         16.      Letter from Chicago Title Insurance Company,  and attachments,
                  dated November 18, 1998, regarding Amended Schedule A of Title
                  Insurance Policy.

         17.      Letter and attachments from Hillmann  Environmental Co., Inc.,
                  dated April 28,  2000,  regarding  second round of sampling at
                  monitor wells MW1 and MW4 on March 24, 2000.

         18.      Phase I  Environmental  Site  Assessment  prepared by Hillmann
                  Environmental Company, Inc., dated March 22, 2000.

         19.      Remedial  Investigation Report Extended Investigation prepared
                  by  Hillmann  Environmental  Company,  Inc.,  date of services
                  September 20-22, 1999.

         20.      Initial   Questionnaire/Memorandum  of  Agreement  Application
                  executed by Townsend Property Trust Limited Partnership, dated
                  March 20, 1998.

         21.      Remedial    Investigation    Report   prepared   by   Hillmann
                  Environmental  Company, Inc., date of services October 1 & 27,
                  1998.

         22.      UST   Closure  &  Site   Assessment,   prepared   by  Hillmann
                  Environmental Co., Inc., dated September 18, 1995.

         23.      ______  ______  Right of Entry and  Indemnification  Agreement
                  permitting  Townsend  Property  Trust Limited  Partnership  to
                  install a groundwater monitoring well, dated August 26, 1999.

         24.      ______ ______  Letters from State of New Jersey  Department of
                  Environment  Protection,  dated June 9, 2000,  August 4, 1998,
                  May 20,  1998,  July 17,  1998 and March 26,  1996,  regarding
                  environmental issues at 330 S. Randolphville Road.

         25.      Letters from Hillmann  Environmental Co., Inc., dated June 19,
                  2000,   November  8,  1999,  and  June  11,  1998,   regarding
                  environmental issues at 330 S. Randolphville Road.

         26.      ______ ______ Owner's Title Commitment issued by Chicago Title
                  Insurance  Company dated October 27, 2000 and revised December
                  6, 2000.

         27.      ISRA  Non-Applicability  letter  from the State of New Jersey,
                  dated September 26, 1997.



<PAGE>


                                    EXHIBIT C

                        NEW JERSEY BARGAIN AND SALE DEED

BARGAIN AND SALE DEED                       Prepared by:
(With Covenants Against
Grantor's Acts)                             ________________________________
                                            Bart I. Mellits, Esquire

         THIS DEED is made on  _______________  2001,  between TOWNSEND PROPERTY
TRUST  LIMITED  PARTNERSHIP,  doing  business  in  New  Jersey  as  TPT  Limited
Partnership,  a  Maryland  limited  partnership,  with an address  c/o  Townsend
Capital,   LLC,  210  W.  Pennsylvania  Avenue,  Suite  700,  Towson,   Maryland
21204-4515, referred to as the Grantor,

                                     - and -

__________________________________,   a  ____________________________,  with  an
address c/o  _____________________________________________________,  referred to
as the Grantee.  The words  "Grantor" and "Grantee"  shall mean all Grantors and
Grantees listed above.

         TRANSFER  OF  OWNERSHIP.  The  Grantor  grants and  conveys  (transfers
ownership of) the property described below to the Grantee. This transfer is made
for the  sum of  __________  ($_______________),  receipt  of  which  is  hereby
acknowledged by Grantor.

         TAX MAP REFERENCE. (N.J.S.A. 46:15-1.1) Block No. 460.3, Lot 5.05.

         PROPERTY.  The property  consists of the land and all the buildings and
structures on the land in the Township of Piscataway,  County of Middlesex,  and
State of New Jersey  commonly known as 330 South  Randolphville  Road. The legal
description  is fully  described in Exhibit "A" attached  hereto and made a part
hereof.

         BEING the same  premises  conveyed  to Grantor  by Deed dated  April 3,
1998,  from MBL Life  Assurance  Corporation  and  recorded in the office of the
Clerk/Register of Middlesex County, New Jersey in Deed Book 4502 Page 643.

         PROMISES BY GRANTOR.  The Grantor promises that the Grantor has done no
act to encumber the property.  The 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 ON FOLLOWING PAGE)



<PAGE>


         SIGNATURES. This Deed is executed by the Grantor as of the date written
above.

                                     TOWNSEND PROPERTY TRUST LIMITED PARTNERSHIP


                                       By:  DWT A II, LLC, General Partner

                                       By: ________________________________
                                     Name: ________________________________
(Corporate Seal)                    Title: ________________________________


Attest:______________________
Name:  Judith S. Waranch
Title:  Secretary

STATE OF MARYLAND          :
                           :        SS:
COUNTY OF BALTIMORE        :

         I CERTIFY that on __________________ 2001, Judith S. Waranch personally
came before me and this person  acknowledged  under  oath,  to my  satisfaction,
that:

         (i)      ______ ______ this person is the Secretary of DWT A II, LLC, a
                  limited  liability  company which serves as General Partner of
                  Townsend  Property  Trust  Limited  Partnership,   a  Maryland
                  limited  partnership,  the limited  partnership  named in this
                  Deed;

         (ii)     this  person is the  attesting  witness to the signing of this
                  Deed by the proper corporate officer who is __________________
                  the Vice President of the corporation;

         (iii)    ____  ____  this  Deed  was  signed  and   delivered   by  the
                  partnership   and   corporation  as  its  voluntary  act  duly
                  authorized by a proper  consent of the partners and resolution
                  of the Board of Managers;

         (iv)     this person  signed this proof to attest to the truth of these
                  facts; and

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


Signed and sworn to before me on ___________________ 2001.



                                           ------------------------------------
                                          (print name and title below signature)


<PAGE>

                                    EXHIBIT D

                 BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT

THE STATE OF MARYLAND    ss.
                         ss. KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF BALTIMORE      ss.


                  Concurrently  with the  execution and delivery of this Blanket
Conveyance, Bill of Sale and Assignment (this "Bill of Sale"), TOWNSEND PROPERTY
TRUST LIMITED  PARTNERSHIP,  a Maryland  limited  partnership  ("Assignor"),  is
conveying  to  ______________,  a  ______________  ("Assignee"),  whose  mailing
address is _______________, by New Jersey Bargain and Sale Deed (with covenants)
(the "Deed"),  that certain tract or parcel of land  containing  16.085 acres of
land,  more or less,  situated  in  Middlesex  County,  New  Jersey,  being more
particularly  described on Exhibit A attached  hereto and made a part hereof for
all purposes,  together with all improvements situated thereon (collectively the
"Property").

                  It is the desire of Assignor hereby to assign,  transfer,  and
convey to Assignee all tangible and intangible personal property owned by Seller
and situated upon and used in connection  with the  ownership,  operation,  use,
enjoyment or occupancy of the Property (all of such  properties and assets being
hereinafter referred to collectively as the ("Assigned Properties").

                  NOW, THEREFORE, in consideration of the receipt of Ten and No/
100 Dollars  10.00) and other good and  valuable  consideration  in hand paid by
Assignee  to  Assignor,   the  receipt  and  sufficiency  of  which  are  hereby
acknowledged and confessed by Assignor,  Assignor does hereby ASSIGN,  TRANSFER,
SET OVER,  and DELIVER to  Assignee,  its  successors  and  assigns,  all of the
Assigned  Properties,  including,  without  limitation of the  generality of the
foregoing, the following:

                  1. Any and all tangible  personal  property  owned by Assignor
         and situated upon and used in connection with the Property,  including,
         but not limited to, the  personal  property  described  on the attached
         inventory,  all  assignable  permits for the Property,  all  assignable
         warranties and guaranties and all equipment, if any; PROVIDED, HOWEVER,
         THAT ALL SUCH  PERSONAL  PROPERTY IS DELIVERED BY ASSIGNOR AND ACCEPTED
         BY ASSIGNEE WITHOUT ANY WARRANTY OF FITNESS OR MERCHANTABILITY,  EITHER
         EXPRESS OR  IMPLIED,  AND ON AN "AS IS",  "WHERE IS" BASIS AND WITH ALL
         FAULTS AS OF THE DATE HEREOF.

                  2.  The  rights  and  interests  of  Assignor  in and to,  and
         existing  under  and by  virtue  of,  the  contracts  described  on the
         schedule  attached  hereto as Exhibit B and made a part  hereof for all
         purposes  to which  Assignor  is now a party  and  which  relate to the
         operation and leasing of the Property  (ONLY THE  OPERATING  AGREEMENTS
         WILL BE LISTED].

                  3. All assignable  warranties,  bonds, and guaranties (express
         or  implied)  issued  in  connection  with  or  arising  out of (a) the
         purchase and repair of all fixtures,  equipment,  and personal property
         owned by Assignor and attached to and located in or used in  connection
         with the Property,  including,  but not limited to (i) all  electrical,
         heating,  air  conditioning,   plumbing,   and  lighting  fixtures  and
         equipment, and (ii) all carpeting,  furniture, and window draperies; or
         (b) the construction of any of the improvements  constituting a portion
         of the  Property;  provided that Assignor  makes no  representation  or
         warranty with respect to the existence,  availability or  assignability
         of any warranty, bond or guaranty.

                  TO HAVE AND TO HOLD the Assigned Properties unto Assignee, its
successors  and assigns,  forever,  and Assignor does hereby bind itself and its
successors  to  WARRANT  AND  FOREVER  DEFEND,  all and  singular,  title to the
Assigned  Properties  unto Assignee,  its successors and assigns,  against every
person  whomsoever  lawfully  claiming or to claim the same, or any part thereof
by, through or under Assignor, but not otherwise, subject to the liens and other
matters set forth above.

                  It  is   specifically   agreed  that  Assignee  shall  not  be
responsible  for the  discharge  and  performance  of any duties or  obligations
required to be  performed  and/or  discharged  in  connection  with the Assigned
Properties prior to the effective date hereof.  In such regard,  Assignor agrees
to indemnify, save and hold harmless Assignee from and against any and all loss,
liability,  cost, damage or expense (including,  without limitation,  attorneys'
fees,  accountants' fees, court costs and interest) resulting from any claims or
causes of action existing in favor of or asserted by any party arising out of or
relating to Assignor's failure to perform any duties or obligations of the owner
of the Assigned Properties prior to the effective date hereof.

                  It is further  specifically  agreed that Assignor shall not be
responsible  for the  discharge  and  performance  of any duties or  obligations
required to be  performed  and/or  discharged  in  connection  with the Assigned
Properties on and after the effective  date hereof By acceptance of this Bill of
Sale,  Assignee  accepts and agrees to perform all of the terms,  covenants  and
conditions in connection with the Assigned  Properties  required to be performed
by the owner  thereof,  on and after the  effective  date hereof,  but not prior
thereto,  and agrees to  indemnify,  save and hold  harmless  Assignor  from and
against any and all loss, liability, cost, damage or expense (including, without
limitation,  attorneys'  fees,  accountants'  fees,  court  costs and  interest)
resulting  from any claims or causes of action  existing in favor of or asserted
by any party  arising out of or relating  to  Assignee's  failure to perform any
duties or obligations  of the owner of the Assigned  Properties on and after the
effective date hereof.


<PAGE>



                  Nothing herein  contained shall be deemed to limit or restrict
the  properties,  assets and rights  conveyed,  assigned  or  transferred  to or
acquired by Assignee  pursuant to the Deed or other  instruments  of  conveyance
executed in connection therewith.

                  EXECUTED on the dates of the acknowledgements set forth below,
         to be effective for all purposes as of the ____ day of _____, 2001.

                                    ASSIGNOR:
                                    --------

                                    TOWNSEND PROPERTY TRUST LIMITED PARTNERSHIP


                                    By:  DWT A II, LLC, General Partner


                                         By:  _____________________________
                                         Name: ____________________________
                                         Title:  Vice President


                                    ASSIGNEE:
                                    --------


                                     -----------------------------------
                                    a __________________________________


                                    By: _____________________________________
                                         Name:  _____________________________
                                         Title:  ____________________________



<PAGE>


THE STATE OF MARYLAND    ss.
                         ss.
COUNTY OF BALTIMORE      ss.

         This  instrument  was  acknowledged  before  me on  the  _____  day  of
__________, 2001, by _________________, Vice President of DWT A II, LLC, General
Partner of Townsend  Property  Trust  Limited  Partnership,  a Maryland  limited
partnership, on behalf of said limited partnership.


                               -----------------------------------------
                               Notary Public in and for the State of Maryland

                               -----------------------------------------
                               Printed or Typed Name of Notary

My Commission Expires:

[SEAL]






THE STATE OF ___________ ss.
                                          ss.
COUNTY OF _____________  ss.

         This  instrument  was  acknowledged  before  me  on  the  ____  day  of
_________,    2001,   by    _____________________,    ____________________    of
_________________, a _____________, on behalf of said ____________________.


                                  -----------------------------------------
                                  Notary Public in and for the
                                  State of ____________


                                  -----------------------------------------
                                  Printed or Typed Name of Notary

My Commission Expires:

[SEAL]


<PAGE>


                                    EXHIBIT E

                CLOSING MEMORANDUM AND INDEMNIFICATION AGREEMENT

                  THIS CLOSING  MEMORANDUM AND  INDEMNIFICATION  AGREEMENT (this
"Closing  Memorandum")  is entered into  effective as of  _____________________,
2001 (the  "Closing  Date"),  by and between  TOWNSEND  PROPERTY  TRUST  LIMITED
PARTNERSHIP,  ____ a Maryland limited partnership ____ ("Seller"), ____ and ____
____________________,   ____  a  ________________________  ("Purchaser"),  whose
mailing address is ____________________.

                  In connection  with and in  consideration  of the closing (the
"Closing")  of the  transaction  contemplated  under that  certain  Agreement of
Purchase and Sale (the "Agreement")  dated January ___, 2001, between Seller and
Purchaser,  covering  that  certain  tract or parcel  of land  (the  "Property")
situated in Middlesex County, New Jersey and more particularly  described in the
Agreement, Seller and Purchaser hereby agree as follows:

                  1.  Definitions.  All  capitalized  terms used but not defined
herein shall have the definitions set forth in the Agreement.

                  2. Proration  Date. All prorations  have been made as of 12:01
a.m., Eastern Standard Time, on the Closing Date.

                  3. Operating  Expenses.  Except as otherwise  herein provided,
any and all costs and expenses  relating to the  ownership  and operation of the
Property  for  the  period  prior  to  the  Closing  Date,  including,   without
limitation,  accounts and payments  under the Operating  Agreements  and utility
charges,  are the  responsibility  of Seller and will be paid by Seller promptly
upon receipt of billing therefor, and Seller hereby agrees to indemnify,  defend
and hold  Purchaser  harmless  from and  against  any loss,  liability  or claim
relating to same.  Any and all costs and expenses  relating to the ownership and
operation  of the  Property on and after the Closing  Date,  including,  without
limitation,  accounts and payments  under the Operating  Agreements  and utility
charges,  are the  responsibility  of  Purchaser  and will be paid by  Purchaser
promptly  upon  receipt of billing  therefor,  and  Purchaser  hereby  agrees to
indemnify,  defend and hold Seller harmless from and against any loss, liability
or claim relating to same. To the extent not reflected in the closing statements
(the "Closing  Statements")  evidencing the transaction  contemplated  under the
Agreement,  Purchaser and Seller agree to adjust between  themselves  outside of
Closing any amounts which are the  responsibility  of the other pursuant to this
Closing Memorandum and in accordance with the Agreement.

                  4. Earnest  Money.  Seller and Purchaser  acknowledge  that at
Closing  the  Earnest  Money shall be  delivered  to Seller and applied  towards
payment of the Purchase Price.

                  5.  Real  Property  Taxes.  The 2001 real  property  taxes and
personal  property taxes with respect to the Property shall be paid by Purchaser
prior to their  becoming  delinquent,  with Seller  being  charged at Closing an
amount equal to that portion of such taxes which relate

<PAGE>


                  to the period before the Closing Date. Such  prorations  shall
be based  upon the  corresponding  taxes for 2000 if the 2001 taxes have not yet
been  assessed  at the  time  of  Closing.  Should  the  actual  assessments  be
different,  Seller and  Purchaser  shall make  appropriate  adjustments  between
themselves  as soon as  reasonably  possible  after the actual  assessments  are
available.  Purchaser  shall indemnify and hold harmless Seller from and against
all claims, demands, liabilities,  damages, causes of action, costs and expenses
arising by virtue of Purchaser's failure to pay 2001 real property taxes for the
Property prior to delinquency.

                  6. Errors or Omissions.  Subject to the limitations imposed by
and in accordance  with Section  4.4(b) of the  Agreement,  Seller and Purchaser
agree to adjust between  themselves after Closing any errors or omissions in the
prorations or adjustments set forth in the Closing Statements.

                  7.  Survival.  This Closing  Memorandum and the agreements and
provisions contained herein shall survive Closing and the execution and delivery
of any documents in connection therewith.

                  EXECUTED effective as of the day and year first above written.


                                     SELLER:

                                     TOWNSEND PROPERTY TRUST LIMITED PARTNERSHIP

                                     By:  DWT A II, LLC, General Partner

                                         By:____________________________________
                                         Name: _________________________________
                                         Title: Vice President



                                   PURCHASER:


                                   _________________________________________, a



                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________



<PAGE>


                                    EXHIBIT F

                                FIRPTA AFFIDAVIT

THE STATE OF MARYLAND    ss.
                         ss.
COUNTY OF BALTIMORE      ss.

                  Section 1445 of the Internal  Revenue Code of 1986, as amended
(the "Code"),  provides that a transferee of a U.S. real property  interest must
withhold tax if the transferor is a foreign person. To inform  _____________,  a
____________  ("Transferee"),  whose  mailing  address  is  _____________,  that
withholding of tax is not required upon the  disposition of a U.S. real property
interest by Townsend  Property  Trust Limited  Partnership,  a Maryland  limited
partnership ("Transferor"), the undersigned hereby certifies as follows:

         1.       Transferor is not a foreign corporation,  foreign partnership,
                  foreign trust or foreign estate (as those terms are defined in
                  the Code and the regulations promulgated thereunder);

         2.       Transferor's   U.S.   employer    identification   number   is
                  52-1991239;

         3.       Transferor's  office address is 210 West Pennsylvania  Avenue,
                  Suite 700, Towson, MD 21204.

                  Transferor   understands  that  this   certification   may  be
disclosed to the Internal  Revenue  Service by the Transferee and that any false
statement contained herein could be punished by fine, imprisonment, or both.

                  Under penalties of perjury I declare that I have examined this
certification  and to the best of my knowledge  and belief it is true,  correct,
and complete, and I further declare that I have authority to sign this document.



<PAGE>


         EXECUTED effective as of the ____ day of _______, 2001.


                                     TOWNSEND PROPERTY TRUST LIMITED PARTNERSHIP

                                     By: DWT A II, LLC, General Partner

                                         By _______________________________
                                         Name: ____________________________
                                         Title: Vice President


         SWORN TO AND SUBSCRIBED BEFORE ME this _____ day of _____, 2001.


                                ------------------------------------------
                                Notary Public in and for the State of Maryland

                                ------------------------------------------
                                Printed or Typed Name of Notary

                                My Commission Expires:

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


<PAGE>


                                    EXHIBIT G

                             PURCHASER'S CERTIFICATE

         THIS PURCHASER'S  CERTIFICATE  (this  "Certificate")  is executed to be
effective as of ____  ____________,  ____ 2001 (the ____  "Closing  ____ Date"),
____ by ___________________________,  a _____________________  ("Purchaser"), in
favor of  TOWNSEND  PROPERTY  TRUST  LIMITED  PARTNERSHIP,  a  Maryland  limited
partnership ("Seller").

         Capitalized  terms used but not defined in this Certificate  shall have
the definitions  set forth in that certain  Agreement of Purchase and Sale dated
January ____, 2001,  between Seller and Purchaser,  covering and describing that
certain tract or parcel of land and related interests and improvements  situated
in Middlesex County, New Jersey and more fully described in the Agreement.

         In connection with and in  consideration of the closing (the "Closing")
of the transaction contemplated by the Agreement,  Purchaser makes the following
representations, warranties and covenants to Seller.


         1. REPRESENTATIONS AND WARRANTIES OE PURCHASER.  Purchaser hereby makes
the following  representations and warranties to Seller,  which  representations
and  warranties  shall be deemed to be  restated  at Closing  and shall  survive
Closing:

                  (a) Purchaser is duly organized and in good standing under the
         laws of the State of its organization. Purchaser has complete power and
         authority to enter into this  Agreement and all other  agreements to be
         executed  and  delivered  by  Purchaser   pursuant  to  the  terms  and
         provisions hereof, to perform its obligations hereunder and thereunder,
         and to consummate the transaction contemplated hereby; and

                  (b) Purchaser has experience in financial and business matters
         that  enable it to  evaluate  the risks and  merits of the  transaction
         contemplated hereby.

         2. COVENANTS OF PURCHASER.  Purchaser hereby covenants to Seller, which
covenants shall survive Closing, as follows:

                  (a) Purchaser has, in connection with its investigation of the
         Property during the Feasibility Period,  inspected the Property for the
         presence of Hazardous  Substances  (as such term is defined  below) and
         has  notified  Seller in  writing of the  results  of such  inspection.
         Purchaser hereby assumes full  responsibility for such inspections.  As
         used in this Certificate, the term "Hazardous Substances" means any and
         all substances,  materials and wastes which are or become  regulated as
         hazardous  or toxic  under  applicable  local,  state or federal law or
         which are classified as hazardous or toxic under local, state or

<PAGE>


         federal laws or regulations,  including,  without limitation, (i) those
         substances  included within the definitions of "hazardous  substances,"
         "hazardous  materials," "toxic  substances," "solid waste," "pollutant"
         or  "contaminant"  as  such  terms  are  defined  by or  listed  in the
         Comprehensive Environmental Response,  Compensation,  and Liability Act
         of 1980 (42 U.S.C.ss.9601 et seq.) ("CERCLA"),  as amended by Superfund
         Amendments  and  Reauthorization  Act of 1986 (Pub. L. 99-499 100 Stat.
         1613)  ("SARA"),   the  Hazardous  Materials   Transportation  Act  (49
         U.S.C.ss.1801  et seq.),the  Resource  Conservation and Recovery Act of
         1976 (42  U.S.C.ss.6901 et seq.) ("RCRA"),  the Toxic Substance Control
         Act (15 U.S.C.  ss. 2601 et seq.), the Federal  Insecticide,  Fungicide
         and Rodenticide Control Act (7 U.S.C.ss. 136 et seq.), the Occupational
         Safety and Health Act of 1970 (29  U.S.C.ss.651 et seq.), the Emergency
         Planning and Community Right to Know Act of 1986 (42 U.S.C.ss. 11001 et
         seq.),  the  Hazardous  and Solid Waste  Amendments of 1984 (Public Law
         86-616 Nov. 9, 1984),  the Federal Clean Air Act (42 U.S.C.ss.  7401 et
         seq.), and in the regulations promulgated pursuant to such laws, all as
         amended,  (ii) those substances  listed in the United States Department
         of  Transportation  Table (49 CFR 172. 101) or 40 CFR Part 302, both as
         amended,  and (iii) any material,  waste or substance which is (A) oil,
         gas or any petroleum or petroleum by-product, (B) asbestos in any form,
         (C)   polychlorinated   biphenyls,   (D)  designated  as  a  "hazardous
         substance" pursuant to Section 311 of the Clean Water Act (33 U.S.C.ss.
         1251 et seq.), as amended, (E) flammable explosives, or (F) radioactive
         materials.

                  (b) Purchaser has not acquired the Property with the assets of
         an employee  benefit  plan as defined in Section  3(3) of the  Employee
         Retirement Income Security Act of 1974, as amended.

                  (c)  Purchaser  has  acquired  the  Property  subject  to  the
         disclaimers set forth in Section 9.1 of the Agreement, which Section is
         incorporated herein by reference.

         3.   STIPULATIONS   AND  AGREEMENTS  OF  PURCHASER.   Purchaser  hereby
represents and warrants to Seller and stipulates and agrees with Seller that all
conditions to Seller's and  Purchaser's  obligations  under the  Agreement  have
occurred or been satisfied.

         The representations, warranties, covenants, stipulations and agreements
contained in this Certificate are hereby deemed to be restated as of the Closing
Date and shall survive the Closing.




                 EXECUTED effective as of the _____ day of ____________,  2001.


                              PURCHASER:
                              ---------


                              a __________________________________



                                   By _________________________________
                                   Name:  _____________________________
                                   Title:  ____________________________


<PAGE>




                                    EXHIBIT H

                               LITIGATION SCHEDULE

                  NONE



</TEXT>
</DOCUMENT>
