FOSTER WHEELER LTD
DEED SALE OF CIT BUILDING
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>9
<FILENAME>b324081ex_10-3.txt
<DESCRIPTION>DEED SALE OF CIT BUILDING
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3


RECORD AND RETURN TO:                             PREPARED BY:

Avram S. Eule, Esq.
Carella, Byrne, Bain, Gilfillan, Checchi,
Stewart & Olstein
6 Becker Farm Road                                ------------------------------
Roseland, New Jersey 07068-1739                   Jeffrey M. Gussoff, Esq.


                                      DEED
                                      ----

                  THIS DEED is dated March __, 2003,

BETWEEN                    FOSTER WHEELER LLC (successor-by-merger to Foster
                           Wheeler Corporation, a New York corporation), a
                           Delaware limited liability company having an address
                           of Perryville Corporate Park, Clinton, New Jersey
                           08809-4000, and FOSTER WHEELER REALTY SERVICES, INC.,
                           a Delaware corporation having an address of
                           Perryville Corporate Park, Clinton, New Jersey
                           08809-4000 (collectively, the "Grantors"),

AND                        CIT GROUP INC. (NJ), a New Jersey corporation having
                           an address of 1 C.I.T. Drive, Livingston, New Jersey
                           07039 (the "Grantee").

         1.       Transfer of Ownership. In consideration for the sum of
Thirty-One Million Five Hundred Thousand Dollars and 00/100 ($ 31,500,000)
Dollars, the receipt and sufficiency of which are hereby acknowledged, the
Grantors hereby sell, grant and convey the Property (as defined below) to the
Grantee.

         2.       Tax Map Reference. The Property is known and designated as Lot
12, Block 6100 on the official tax map of the Township of Livingston.

         3.       Property. The property conveyed by this Deed (the "Property")
consists of the land, together with all of the buildings, improvements and other
fixtures on the land and all of the Grantors' rights relating to the land,
located in the Township of Livingston, County of Essex and State of New Jersey.
The legal description of the Property is as follows:

         See Schedule A attached hereto and made a part hereof.

         BEING the same property conveyed to Foster Wheeler Corporation by deed
         from Foster Wheeler Energy Corporation, a corporation of the State of
         Delaware, dated January 1, 1985 and recorded on January 22, 1986 in the
         office of the Clerk of Essex County, New Jersey in Deed Book 4905, page
         776.

         BEING a portion of the property conveyed to Foster Wheeler Corporation
         by Foster Wheeler Energy Corporation, a corporation of the State of
         Delaware, dated January 1, 1985 and recorded on January 31, 1985 in the
         office of the Clerk of Essex County, New Jersey in Deed Book 4902, page
         725.

<PAGE>

         Effective as of May 25, 2001, FOSTER WHEELER CORPORATION, formerly a
         New York corporation, merged with and into FOSTER WHEELER LLC, a
         Delaware limited liability company, pursuant to a Certificate of Merger
         dated as of May 18, 2001, which was filed with the New York Department
         of State on May 22, 2001, and with the State of Delaware Office of the
         Secretary of State on May 22, 2001.

         FOSTER WHEELER LLC is the legal and record fee owner of the Property,
         and FOSTER WHEELER REALTY SERVICES, INC. is the beneficial fee owner of
         the Property. Accordingly, FOSTER WHEELER REALTY SERVICES, INC. joins
         in this Deed for the purpose of selling, transferring and conveying its
         beneficial fee ownership of the Property to the Grantee herein.

         THIS conveyance is subject to ordinances, easements and restrictions of
         record and such facts as an accurate survey may disclose.

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

         IN WITNESS WHEREOF, the Grantors have signed this Deed as of the date
set forth above.


                                             FOSTER WHEELER LLC


                                             By:
                                                --------------------------------
                                                Robert D. Iseman, Vice President


                                             FOSTER WHEELER REALTY SERVICES,
                                             INC.

                                             By:
                                                --------------------------------
                                                Steven I. Weinstein, President


<PAGE>

STATE OF NEW JERSEY        )
                           )ss.:
COUNTY OF                  )

         I certify that on March ____, 2003, Robert D. Iseman, Vice President of
FOSTER WHEELER LLC, the Delaware limited liability company named in the within
Deed, personally came before me and acknowledged, under oath, to my
satisfaction, that he:

                  (a)      is named in and personally signed this Deed in his
                           capacity as Vice President of said company on
                           authority from the managers of said company;
                  (b)      signed and delivered this Deed in such capacity as
                           his act and deed and as the act and deed of said
                           company; and
                  (c)      made this Deed for $31,500,000 as the full and actual
                           consideration paid or to be paid for the transfer of
                           title.



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






STATE OF NEW JERSEY        )
                           )ss.:
COUNTY OF                  )

         I certify that on March ____, 2003, Steven I. Weinstein, President of
FOSTER WHEELER REALTY SERVICES, INC., the Delaware corporation named in the
within Deed, personally came before me and acknowledged, under oath, to my
satisfaction, that he:

                  (a)      is named in and personally signed this Deed in his
                           capacity as President of said corporation on
                           authority from the board of directors of said
                           corporation;
                  (b)      signed and delivered this Deed in such capacity as
                           his act and deed and as the act and deed of said
                           corporation; and
                  (c)      made this Deed for $31,500,000 as the full and actual
                           consideration paid or to be paid for the transfer of
                           title.



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