PARLEX CORP
EXHIBIT 10.DD
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>park210d.txt
<DESCRIPTION>EXHIBIT 10.DD
<TEXT>

                                                               Exhibit 10.DD

                         PURCHASE AND SALE AGREEMENT
                         ---------------------------


      This PURCHASE AND SALE AGREEMENT ("Agreement") is dated, made and
effective as of May 8, 2003, by and among Poly-Flex Circuits, Inc., a duly
organized Rhode Island corporation, having an address at 28 Kenney Drive,
Cranston, Rhode Island, 02920 ("Seller"), and Taurus Cranston LLC, a duly
organized Delaware limited liability company having an address at c/o
Taurus New England Investments Corp., 118 Milk Street, Boston, MA 02109
("Purchaser").

1.    Property.  Seller agrees to sell and Purchaser agrees to buy, subject
      to the terms and conditions of this Agreement, the following
      described property:

      (a)   the following parcels of land:

            (i)   that certain parcel of land located at 28 Kenney Drive,
                  Cranston, Rhode Island as more particularly described on
                  Exhibit A-1 (hereinafter referred to as the "Parcel" or
                  the "Premises"); and (ii) all right, title and interest
                  of Seller in and to all rights, privileges and easements
                  appurtenant to the Premises, including, without
                  limitation, all development rights, air rights, water,
                  water rights, riparian rights and water stock relating to
                  the Premises and any rights-of-way or other appurtenances
                  used in connection with the beneficial use and enjoyment
                  of the Premises and all of Seller's right, title and
                  interest in and to all roads and alleys adjoining or
                  servicing the Premises;

      (b)   the approximately 54,580 square foot building on the Parcel
            (the "Building") and all other improvements located on the
            Premises (collectively, the "Improvements");

      (c)   all right, title and interest of Seller in and to all permits,
            licenses and approvals with respect to the ownership, use and
            occupancy of the Premises and the Improvements any all other
            intangible property now or hereafter owned by Seller and used
            in the ownership of the Premises; and

      (d)   all HVAC and boiler systems and other personal property owned
            by Seller located on or in or used in connection with the
            ownership of the Premises but excluding all furniture, fixtures
            and equipment used in Seller's business and not customarily
            included in real estate sales.

      The right, title and interest specified in subparagraphs (a) - (d) of
      this Section 1 are hereinafter sometimes collectively called the
      "Property".  The right, title and interest specified in Subparagraphs
      (a) and (b) of this Section 1 are hereinafter sometimes collectively
      called the "Real Property".

2.    Purchase Price.  The agreed purchase price for the Property is Three
      Million Dollars ($3,000,000) (the "Purchase Price") payable as
      follows:

      (a)   Purchaser shall pay Seller an earnest money deposit of One
            Hundred Thousand Dollars ($100,000) to the Boston office of
            Stewart Title Guaranty Insurance Company (the "Title Company")
            with an address at 99 Summer Street, 4th Floor, Boston,
            Massachusetts  02110, Attn: Mr. Terrance Miklas,  which deposit
            shall be payable in installments as follows:


<PAGE>


            (i)   No later than three business days following the date of
                  execution of this Agreement, Purchaser will deposit Fifty
                  Thousand Dollars ($50,000); and

            (ii)  On or before 5:00 p.m. (Boston time) on the Due Diligence
                  Expiration Date (as such term is hereinafter defined),
                  unless this Agreement terminates in accordance with
                  Section 5(e) below, Purchaser shall deposit an additional
                  Fifty Thousand Dollars ($50,000).

            As used herein, the term "Deposit" shall mean the amounts
            deposited with the Title Company in accordance with the
            immediately preceding sentence and all interest and earnings
            thereon.  The Deposit shall be held by the Title Company, as
            escrow agent. The Deposit shall be placed in an interest
            bearing money market or similar account reasonably acceptable
            to Seller and Purchaser.  The Deposit shall be held in escrow
            subject to the terms of this Agreement and in a manner
            sufficient to identify such as being held in escrow pursuant to
            this Agreement.  The Deposit, together with all interest
            accrued thereon, shall be applied to the Purchase Price at
            Closing or paid to Seller or Purchaser as provided elsewhere in
            this Agreement.  Upon request, each of Purchaser and Seller
            shall provide to the Title Company taxpayer identification
            numbers and W-9's for the interest on the Deposit.

            If Purchaser shall fail to deposit all or any portion of any
            installment of the Deposit to be paid after the date hereof as
            and when required under this Section 2(a), and if such failure
            continues for more than two (2) business days , then this
            Agreement shall thereupon terminate, Purchaser shall comply
            with Section 5(f), any portion of the Deposit then made,
            together with all interest accrued thereon, shall be paid to
            Seller, and neither party shall have any further liability
            hereunder except as provided in Section 18.

      (b)   At the Closing, Purchaser shall pay to Seller by wire transfer
            of immediately available federal funds an amount equal to the
            Purchase Price, increased or decreased by the amount of any
            adjustments thereto provided for herein, less the Deposit as
            provided in Section 2(a).

3.    Closing.  The closing of the sale of the Property (the "Closing")
      pursuant to this Agreement shall take place at 10:00 a.m. (Boston
      time) on May 28, 2003, or upon such earlier date as the parties may
      agree upon in writing (the "Closing Date"), at the offices of Kutchin
      & Rufo, P.C. at 175 Federal Street, Boston, Massachusetts 02110, or
      at such other place and time as the parties may agree upon in writing
      provided, however, that Purchaser shall have the right to extend the
      Closing Date for up to two (2) weeks.

4.    Title.  The title to the Real Property shall be free from all
      encumbrances, except:

      (a)   provisions of existing building and zoning laws;

      (b)   the standard exceptions as are found in an ALTA Owner's Policy
            of Title Insurance modified so as to exclude from exceptions to
            coverage (i) real estate taxes and assessments, water and sewer
            charges due and payable on or before the Closing Date, (ii)
            mechanics' and materialmen's liens, (iii) rights of tenants or
            persons in possession other than the Seller in accordance with
            the Lease (defined below), (iv) creditors' rights, and (v)
            survey matters other than matters disclosed on the Plan
            (defined below);

      (c)   real estate taxes and water and sewer charges assessed against
            the Real Property for the current year as are not due and
            payable on or before the Closing Date;


<PAGE>  2


      (d)   any liens for municipal betterments or special assessments
            assessed after the date of this Agreement;

      (e)   those encumbrances listed on Schedule 1;

      (f)   such other matters affecting title to the Real Property as are
            disclosed on the Plan (hereinafter defined);

      (g)   any exceptions caused by Purchaser or Purchaser's
            Representatives (hereinafter defined); and

      (h)   such other easements, rights, restrictions or reservations of
            record as of the date of this Agreement.

      The encumbrances referenced in clauses (a) through (h) above, other
      than any Monetary Liens (hereinafter defined) shall be collectively
      referred to herein as the "Permitted Title Exceptions".  As used
      herein, the term "Monetary Liens" shall mean any mortgage, deed of
      trust, financing statement, mechanics' or materialmens' lien or other
      lien securing the payment of money.  The amount of any past due
      unpaid taxes, assessments, business improvement district charges,
      public assembly charges, water charges and sewer charges which Seller
      is obligated to pay and discharge, with the interest and penalties
      thereon to the Closing, may at the option of Seller be paid to
      Purchaser out of the balance of the Purchase Price, provided official
      bills therefor with interest and penalties thereon figured to said
      date are furnished by Seller at the Closing. The existence of any
      such taxes or charges shall not be deemed objections to title if
      Seller shall comply with the foregoing requirements.

      Simultaneous with or prior to the execution and delivery hereof,
      Seller has provided Purchaser with copies of the following title
      policy and plans with respect to the Premises:  that certain Owner's
      Policy of Title Insurance, Policy Number 136-00-880275, issued by the
      Lawyer's Title Insurance Corporation (the "Title Policy"), and that
      certain ALTA/ACSM Land Title Survey in Cranston, R.I. dated December
      13, 1999 by Middlesex Survey Inc. (the "Plan").

      Purchaser shall review the Title Policy and Plan and update the Title
      Policy and Plan as it finds appropriate and obtain such other
      information regarding title to the Premises including any additional
      survey Purchaser chooses to obtain.  Purchaser shall provide a copy
      of such updated Title Policy (together with all title exceptions
      documents not listed as exceptions on the Title Policy), updated Plan
      and surveys to Seller.

      Purchaser shall have the right from time to time to object to any
      title matters that are not Permitted Title Exceptions and which arise
      of record after the date of the Title Policy, or to any matters shown
      on any update of the Plan, by giving notice thereof (a "Title Defect
      Notice") to Seller no later than the Due Diligence Expiration Date
      (defined below).  Any such title exceptions or survey matters first
      arising of record subsequent to the respective dates of the
      applicable Title Policy or Plan and to which Purchaser shall have
      timely objected shall be referred to herein as a "Title Objection".
      Notwithstanding anything to the contrary in this Agreement, Seller
      shall be obligated, on or before the Closing or within 5 business
      days after notification of said Title Objection, to discharge and
      remove of record Title Objections which constitute Monetary Liens.
      Seller may elect (but shall not be obligated) to remove, or cause to
      be removed any Title Objections not constituting Monetary Liens
      ("Non-Monetary Title Objections") at its expense.  Seller shall give
      Purchaser notice (a "Title Response Notice") within five (5) business
      days after receipt of Purchaser's Title Defect Notice whether Seller


<PAGE>  3


      elects to remove any Non-Monetary Title Objections. Seller's failure
      to respond within such five (5) business day period as to any Non-
      Monetary Title Objection shall be deemed to be an election not to
      remove the same.  Seller shall have the one time right, by notice to
      Purchaser given not less than five (5) business days before the
      Closing, to extend the Closing (not to exceed 45 calendar days) in
      order to provide Seller additional time in which to remove any such
      Non-Monetary Title Objection (it being agreed that Seller has no
      right to extend the Closing on account of any Monetary Lien). If
      Seller is unable to remove any Non-Monetary Title Objection it is
      required to remove hereunder prior to the Closing or any extended
      Closing as provided herein, or if Seller has elected not to remove
      one or more Non-Monetary Title Objections, Purchaser may elect either
      to (x) terminate this Agreement by notice to Seller, in which event
      Purchaser shall comply with Section 5(f), this Agreement shall
      terminate, the Deposit, together with all interest accrued thereon,
      shall be paid to Purchaser and, thereafter, the parties shall have no
      further rights or obligations hereunder, or (y) waive such Title
      Objections, in which event such Title Objections shall be deemed
      Permitted Title Exceptions and the Closing shall occur as herein
      provided without any reduction of or credit against the Purchase
      Price.  The provisions of the preceding sentence shall not be
      construed or interpreted so as to permit Seller to avoid removing any
      Monetary Lien which, pursuant to the terms of this Agreement, are
      required to be removed by Seller prior to or concurrently with the
      Closing.  Furthermore, if, prior to the Due Diligence Expiration Date
      (hereinafter defined), Seller has elected or deemed elected not to
      remove any Non-Monetary Title Objections and Purchaser does not
      terminate this Agreement pursuant to clause (x) above, then such Non-
      Monetary Title Objections shall also be deemed to be additional
      Permitted Title Exceptions hereunder.

      If on the Closing Date, as the same may be extended pursuant to the
      terms hereof, there are any Title Objections that Seller is required
      to remove as provided herein, Seller shall remove the same at the
      Closing to the reasonable satisfaction of Purchaser.  If the Closing
      occurs, Seller may use the proceeds of the Purchase Price to remove
      Title Objections.

5.    Contingencies for Due Diligence Investigations.

      (a)   Purchaser's Independent Investigation.  Subject to the
            provisions of this Agreement, Purchaser shall have the right to
            conduct or cause to be conducted with reputable companies, at
            Purchaser's sole cost and expense, such audits, assessments,
            reviews, investigations, inspections, tests and studies of the
            Property including all buildings, systems, fixtures and
            equipment, the environmental condition of the Premises and
            Improvements, the title to the Premises and Improvements, a
            survey of the Premises and Improvements, the compliance of the
            Property with applicable laws and such other engineering,
            legal, the financial condition of the Seller and other matters
            relating to or affecting the Property and/or the Seller as
            Purchaser deems necessary or desirable in its absolute
            discretion in connection with its purchase of the Property and
            lease back of the same to the Seller ("Investigations").
            Subject to Section 5(b) below, Seller shall make available for
            Purchaser's review, at reasonable times after reasonable prior
            notice, all documents and files owned by Seller in the Seller's
            possession or control concerning the maintenance, management
            and operation of the Property, including, without limitation,
            all books and records, plans, specifications, Contracts,
            engineering and environmental reports, roof and other
            warranties and guarantees relating to the Improvements,
            certificates of occupancy and other permits and approvals
            relating to the Property, calculations of tax and operating
            reimbursements and utility bills, but specifically excluding
            the following (collectively, "Confidential Property
            Information"): internal minutes or deliberations of Seller or
            any governing body, committee, board or council thereof,
            internal memoranda


<PAGE>  4


            prepared by or for the benefit of Seller, appraisals, financial
            projections, legally privileged correspondence and similar
            proprietary and archival information.  Purchaser shall continue
            to have access to the Real Property subsequent to the Due
            Diligence Expiration Date to conduct additional Investigations
            in accordance with the terms hereof.

      (b)   Conduct of Investigations.  All Investigations under Section
            5(a) which are to be conducted at the Property shall be done
            after at least one business day prior notice (which may be
            oral) to Seller.  Purchaser, its agents, employees,
            contractors, consultants, other representatives and anyone else
            acting by or on behalf of Purchaser (collectively, "Purchaser's
            Representatives") will at Seller's request allow a
            representative of Seller to be present during any
            Investigations.  Purchaser shall take all reasonable
            precautions to minimize the impact to the Property of any
            Investigations.  Purchaser agrees to discontinue any
            Investigations promptly upon notice from Seller in the event
            such Investigations present a danger to the life, health or
            safety of the public or would otherwise adversely impact the
            Property. With respect to any intrusive environmental site
            testing, Purchaser agrees to provide Seller at least two
            business days' prior notice thereof, which notice shall set
            forth the scope of any proposed activities relating to
            investigation of soil or groundwater quality or for the
            subsurface investigation or invasive testing of the Premises
            and the Improvements for Seller's prior approval, and to permit
            Seller's representatives to be present during any such
            activities.  Purchaser understands that it may only conduct a
            so-called Phase I environmental site assessment and that it may
            not undertake any invasive soil or groundwater testing for
            contaminants or any subsurface investigation or other invasive
            testing of the Property without Seller's prior written
            approval, which consent (i) may be withheld in Seller's sole
            and absolute discretion with respect to any soil or groundwater
            testing or invasive testing of the Improvements the scope of
            which testing includes boring, drilling or otherwise cutting
            holes in the foundation of the Improvements and (ii) in all
            other cases will not be unreasonably withheld, condition or
            delayed and shall be deemed given unless, within two (2)
            business days from Purchaser's approval request, Seller
            provides Purchaser with a written notice of disapproval that
            sets forth the reasons for such disapproval in reasonable
            detail; provided, however, that, in either case, (x)
            Purchaser's environmental consultants shall have determined
            that such further testing is needed and (y) Purchaser shall
            have provided Seller with reasonable assurances of its ability,
            financial or otherwise, to perform its obligation to restore
            the Property under Section 5(c).  If Purchaser or Purchaser's
            Representatives take any samples from the Property in
            connection with any environmental testing, then upon Seller's
            request, Purchaser shall provide to Seller a portion of such
            sample being tested to allow Seller, if it so chooses, to
            perform its own testing.  Seller agrees to use commercially
            reasonable efforts (but at no cost or expense to Seller) to
            cooperate with Purchaser in the conduct of its Investigations.

      (c)   Restoration, Liability, Indemnity and Insurance.  Purchaser
            shall, immediately after any entry upon or the conduct of any
            Investigation of the Property, restore the Property, at
            Purchaser's sole risk, cost and expense, to the condition which
            existed immediately prior thereto. Purchaser assumes all risks
            associated with Purchaser's and Purchaser's Representatives'
            entry and Investigations of the Property and agrees to protect,
            defend (with counsel reasonably satisfactory to Seller),
            indemnify and hold harmless Seller and Seller's members,
            partners, attorneys, agents, employees, contractors and
            representatives from and against any and all costs, losses,
            claims, damages, liabilities, expenses and other obligations
            (including, without limitation, attorneys' fees) on account of
            any loss, damage or injury to any person or property (including
            without limitation the Property) by reason of any act,


<PAGE>  5


            omission or negligence of Purchaser or any of Purchaser's
            Representatives arising from or out of the entry or activities
            of Purchaser or Purchaser's Representatives on, at or with
            respect to the Property.  Purchaser shall, prior to any such
            entry, obtain and maintain, and shall cause each of its
            contractors and agents to maintain (and shall deliver to Seller
            evidence thereof), at Purchaser's sole cost and expense,
            insurance providing coverage against any claim for personal
            liability or property damage caused by Purchaser or its agents,
            employees or contractors in connection with such inspections or
            tests (including liability insurance and worker's compensation
            insurance) with such insurance companies, as are reasonably
            satisfactory to Seller, and naming Seller as an additional
            insured, covering all activities to be conducted by Purchaser
            and Purchaser's Representatives.  Such insurance coverages may
            not be materially changed or terminated without at least thirty
            (30) days prior written notice to Seller.  Notwithstanding the
            foregoing,  the above indemnity shall not include any costs or
            damages caused by (1) the acts of the Seller or its agents or
            representatives, (2) any claims of diminution in the value of
            the Property as a consequence of the results revealed by such
            tests and inspections or (3) any pre-existing condition of the
            Property.  The foregoing indemnification obligation shall
            survive the Closing or termination of this Agreement for a
            period of six (6) months and no claim shall be valid unless
            asserted in writing within that time.

      (d)   Confidentiality.  All information obtained by Purchaser or
            Purchaser's Representatives with respect to the Property,
            whether from Seller or independently (and whether directly or
            through outside consultants) shall be held in confidence by
            Purchaser and Purchaser's Representatives and not disclosed to
            third parties except as necessary in connection with obtaining
            financing to acquire the Property. Notwithstanding the
            foregoing, (a) Purchaser may disclose the such information to
            its owners, legal counsel, accountants, lenders, potential
            investors, and similar third parties that need to review the
            same in connection with Purchaser's purchase of the Property in
            accordance with the terms of this Agreement, and (b) Purchaser
            may disclose such information to the extent that such
            disclosure is required by law or court order or by discovery
            rules in any legal proceeding, provided that Purchaser first
            shall provide written notice thereof to Seller.  Prior to or
            following the Closing, (1) none of Purchaser, its members,
            partners, directors, officers, principals or employees, or any
            direct or indirect beneficial owner of Purchaser shall issue or
            make any public statement (written or oral) or any press
            release regarding the subject matter hereof without the prior
            written consent (including as to the content and manner of such
            public statement or press release) of Seller, which consent
            shall not be unreasonably withheld or delayed, and (2) none of
            Seller, its directors, officers, principals or employees, shall
            issue or make any public statement (written or oral) or any
            press release regarding the subject matter hereof without the
            prior written consent (including as to the content and manner
            of such public statement or press release) of Purchaser, which
            consent shall not be unreasonably withheld or delayed.

            Notwithstanding any provision in this Agreement to the contrary
            and except with respect to making necessary standard inquires
            of the Rhode Island Department of Environmental Management and
            other relevant governmental agencies and officials in
            connection with Purchaser's Investigations, Purchaser shall not
            contact any governmental official or representative regarding
            Hazardous Materials (hereinafter defined) on, or the
            environmental condition of, the Real Property without Seller's
            prior written consent thereto, which consent shall not be
            unreasonably withheld. Said consent shall be deemed given if
            not received by Purchaser within two (2) business days of said
            request.  In addition, if Seller's consent is required and
            obtained by Purchaser, Seller shall (x) be


<PAGE>  6


            entitled to review, modify and approve any written communication
            to such official or representative and (y) receive at least two
            (2) business days prior written notice of any intended contact
            and to have a representative present when Purchaser has any such
            contact with any governmental official or representative. Provided
            Purchaser has given Seller prior written notice required by
            this Section of the date, time and place of any such meeting
            Purchaser intends to have with governmental officials or
            representatives, Purchaser may hold such meeting(s) if Seller's
            representative fails to attend.

      (e)   Purchaser's Option to Terminate.  Purchaser may, in its
            absolute and unreviewable and for any reason or no reason,
            elect not to proceed with the transactions provided for by this
            Agreement and terminate this Agreement by giving Seller written
            notice (the "Termination Notice") of Purchaser's election to
            terminate on or before 6:00 p.m. (Boston time) on May 23, 2003,
            (the "Due Diligence Expiration Date"), in which case this
            Agreement shall terminate, the Deposit, together with any
            interest accrued thereon, shall be paid to Purchaser and
            neither party shall have any further liability hereunder except
            as provided in Section 21.  In addition, and without limiting
            Purchaser's right to terminate this Agreement in accordance
            with the immediately preceding sentence, this Agreement shall
            automatically terminate unless, before the Due Diligence
            Expiration Date, Purchaser gives Seller written notice (the
            "Notice to Proceed") that Purchaser, in its absolute and
            unreviewable discretion, elects to proceed with the purchase of
            the Property subject to and in accordance with the terms of
            this Agreement.  In the event that either: (a) Purchaser gives
            a Termination Notice before the Due Diligence Expiration Date,
            or (b) Purchaser does not give a Termination Notice but fails
            to give the Notice to Proceed before the end of the Due
            Diligence Expiration Date, this Agreement shall automatically
            terminate, the Deposit (and all interest thereon) promptly
            shall be returned to Purchaser, and Seller and Purchaser shall
            have no further obligations or liabilities to each other
            hereunder.  If Purchaser gives the Notice to Proceed on or
            before the Due Diligence Expiration Date (as extended, if
            extended as set forth herein), then Purchaser shall be deemed
            to have waived conclusively Purchaser's right to terminate this
            Agreement pursuant to this Section 5(e).

      (f)   Return of Due Diligence Information.  If for any reason other
            than a default by Seller a Closing does not occur with respect
            to the Property, Purchaser shall (i) return to Seller all
            materials and other information regarding the Property that
            Seller has provided to Purchaser and all copies or photocopies
            thereof; (ii) deliver immediately to Seller copies of all
            written reports resulting from physical Investigations of the
            Property conducted by Purchaser's Representatives and not
            previously delivered to Seller, but only upon payment to
            Purchaser of the costs incurred by it with respect thereto and
            in all events without any representations or warranties; and
            (iii) return to Seller or destroy any remaining such materials
            and information in its possession.  This Section 5(f) shall
            survive the termination of this Agreement.

      (g)   Investigations Resulting in Required Disclosure.  Purchaser
            agrees that in the event the need arises under applicable law
            to notify any governmental authority of any condition at any of
            the Property, as a result of any findings in any environmental
            assessment or any other Investigation done by or at the
            direction of Purchaser or Purchaser's Representatives,
            Purchaser shall immediately notify Seller and Seller, not
            Purchaser or Purchaser's Representatives or anyone acting in
            favor or on behalf of Purchaser or Purchaser's Representatives,
            shall make such disclosure as Seller deems appropriate unless
            otherwise required by applicable law.


<PAGE>  7


6.    Condition of Premises.

      (a)   No Reliance. Except as expressly provided in this Agreement or
            the Lease, the Property is to be sold pursuant to this
            Agreement AS IS, WHERE IS.  Except as expressly provided in
            this Agreement or the Lease, no guarantees, representations or
            warranties express or implied are made by Seller with respect
            to the Property.  Except as expressly provided herein, or in
            the Lease, Purchaser expressly acknowledges and agrees that it
            is not relying on any representations or warranties of any kind
            whatsoever, express or implied, from Seller, its attorneys,
            agents, representatives or any party purportedly acting on
            behalf of Seller as to any matters concerning the Property.
            Except as expressly provided herein or in the Lease Purchaser
            hereby further acknowledges that any information Seller or
            Cushman & Wakefield of MA, Inc. ("Broker"), or the trustees,
            officers, members, partners, directors, employees, agents or
            contractors of any of them has provided to Purchaser,
            including, without limitation, the Title Policy and the Plan
            has been provided to Purchaser solely for informational
            purposes without any recourse, representation or warranty and
            that Seller does not represent, warrant or guarantee the
            contents or opinions contained in or the accuracy or
            completeness of, or the methodology of preparation used to
            produce, any such information.

            By consummating the Closing, except as otherwise expressly
            provided in this Agreement or the Lease, Purchaser shall be
            deemed to have assumed the risk that adverse matters, including
            but not limited to, construction defects and adverse physical
            and environmental conditions, may not have been revealed by
            Purchaser's Investigations, and Purchaser, upon Closing, shall,
            except as otherwise expressly provided in this Agreement or
            the, be deemed to have waived, relinquished and released
            Seller, Seller's affiliates (and Seller's and Seller's
            affiliates members, representatives, officers, directors, and
            employees) from and against any and all claims, demands, causes
            of action (including causes of action in tort), losses,
            damages, liabilities, costs and expenses (including attorneys'
            fees and court costs) of any and every kind or character, known
            or unknown, which Purchaser might have asserted or alleged
            against Seller, Seller's affiliates (and Seller's and Seller's
            affiliates members, representatives, officers, directors, and
            employees) at any time by reason of or arising out of any
            latent or patent construction defects or physical conditions,
            violations of any applicable law (including, without
            limitation, any environmental laws) and any and all other acts,
            omissions, events, circumstances or matters regarding the
            Property.  Notwithstanding the foregoing provisions, (i)
            nothing set forth in this Section 6(a) shall be interpreted or
            construed as limiting, restricting, extinguishing or otherwise
            affecting Seller's representations, warranties and covenants
            made in this Agreement or the Lease or the survivability
            thereof for the time limitation herein provided; and (ii)
            Seller acknowledges and agrees that, following the Closing, it
            will remain responsible for the physical and environmental
            condition of the Property in accordance with the terms of the
            Lease.

            This Section 6(a) shall survive the Closing.

      (b)   Adequate Diligence.  Purchaser acknowledges that this Agreement
            provides for free, full and complete access to the Property and
            full opportunity to fully inspect and review the Premises and
            the Improvements, including all buildings, systems, fixtures
            and equipment and including as to environmental matters.
            Purchaser further acknowledges that this Agreement provides for
            free, full and complete access to fully inspect and review (i)
            the environmental condition of the Property subject to the
            restrictions imposed by Section 5(b),


<PAGE>  8


            (ii) the title to the Property, (iii) the compliance of the
            Property with applicable laws and (iv) such other engineering,
            legal, and other matters relating to or affecting the Property
            as Purchaser may find appropriate to satisfy itself as to all
            such matters.  Except as otherwise provided herein, or in the
            Lease, Purchaser's decision with respect to the ultimate
            purchase of the Property will be based solely upon its own
            Investigations and the representations made herein.  It is
            understood that Purchaser has the capability to conduct due
            diligence investigations sufficient for its purposes within the
            time periods given to Purchaser under this Agreement.

7.    Representations and Warranties of Seller.  Seller represents and
      warrants to Purchaser as follows as of the date hereof and as of the
      Closing:

      (a)   Seller is a Rhode Island corporation duly organized and validly
            existing under the laws of Rhode Island.

      (b)   Seller has all requisite and necessary power and authority to
            execute and deliver this Agreement and to perform its
            obligations hereunder.

      (c)   The execution and delivery of this Agreement and the
            performance by Seller of its obligations hereunder has been
            approved as required by the terms of its formation documents.

      (d)   This Agreement is the legal, valid and binding obligation of
            Seller, enforceable against Seller in accordance with its
            terms, subject to general principles of equity, bankruptcy,
            reorganization and other similar laws affecting the enforcement
            of contracts generally.

      (e)   Other than actions or proceedings with respect to real estate
            taxes assessed against the Property or any pending litigation
            or insurance claims all of which matters are listed on Schedule
            2, to Seller's knowledge, there are no actions or proceedings
            or pending insurance claims before any court, administrative
            agency or arbitrator by or against Seller concerning the
            Property and, to Seller's knowledge, no such actions or
            proceedings are threatened.

      (f)   To Seller's knowledge, Seller has received no written notice
            from any governmental authority of any violation of any law
            pertaining to the Property which violation is still outstanding
            or of any pending or contemplated condemnation or landmark
            proceedings with respect to the Property.

      (g)   Except as set forth on Schedule 3 or in the materials, reports,
            documents or other instruments listed thereon, and with the
            exception of materials used in Seller's business, in compliance
            with all applicable laws and regulations to Seller's knowledge,
            (i) no Hazardous Materials are or have been generated, stored,
            released, located, discharged or disposed of, used or handled
            from, at or upon the Property and (ii) no Hazardous Materials
            are or have been located on the Property.  As used in this
            Agreement, "Hazardous Materials" means any substance, chemical,
            waste or material that is or becomes regulated by any federal,
            state or local government or governmental agency or authority
            because of its toxicity, infectiousness, radioactivity,
            explosiveness, ignitability, corrosiveness or reactivity,
            including, without limitation, asbestos or any substance
            containing more than 0.1 percent asbestos, the group of
            compounds known as polychlorinated biphenyls, flammable
            explosives, petroleum or any refined petroleum product.


<PAGE>  9


      (h)   The operating statements, financial statements, and fiscal 2003
            annual operating plan furnished by Parlex Corporation
            ("Parlex") or Seller to Purchaser are true and correct in all
            material respects, and fairly reflect the financial condition,
            the financial results or other subject matter referenced in
            this subsection (h) as of the dates thereof, and there have
            been no material adverse changes since the date of such
            statements.

      (i)   Seller has delivered or made available to Purchaser (without
            representation or warranty, express or implied, as to the
            contents thereof) true and complete copies of all third party
            reports, recommendations and related materials in its
            possession or control pertaining to the physical conditions
            affecting and/or hazardous materials located on, in or at the
            Property.  Without limiting the foregoing, Seller has delivered
            or made available to Purchaser true and complete copies of all
            hazardous material release notifications, material
            correspondence, soil management plans, site investigation
            reports and other information relating to that certain No
            Further Action Letter dated April 11, 2003 from the Rhode
            Island Department of Environmental Management to Seller (the
            "NFA") or the subject matter of the NFA.  A true and complete
            copy of the NFA, the Environmental Land Usage Restrictions and
            all material documents relating thereto are attached hereto as
            Schedule 3.  The NFA is in full force and effect, has not been
            modified or amended and is free from default.  Seller has
            received no notice that the Department of Waste Management or
            any other governmental agency intends to require additional
            actions relating to hazardous materials at the Property.
            Seller shall at all times comply with its obligations under the
            NFA, all soil management plans and all land use restrictions
            affecting the Property.

      (j)   Seller has delivered or made available to Purchaser all plans
            and specifications  in Seller's possession or control and
            relating to the Property (the "Plans").

      (k)   Seller has delivered or made available to Purchaser true and
            complete copies of all permits, licenses and approvals in
            Seller's possession or control and relating to the ownership
            and operation of the Property (the "Permits").  To the best of
            Seller's knowledge, the Permits are in full force and effect
            and free from material default.  Seller has received no written
            notice that any license, permit or approval, other than the
            Permits, is required in connection with the current ownership
            or use and occupancy of the Property.

      (l)   Seller has received no written notice of any violation of the
            Occupational Safety and Health Act and to Seller's knowledge,
            no such violations exist at the Property.

      (m)   There are no leases, licenses, or other occupancy agreements
            pertaining to the Property currently, nor shall there be any
            (other than the Lease) at the Closing.

      (n)   Schedule 5 sets forth a complete and accurate list of all
            service, management, leasing, brokerage, and other contracts
            affecting the Property or operation thereof (the "Contracts").
            Seller has given Purchaser true and complete copies of: (1):
            the Contracts; and (2) all guarantees and warranties in
            Seller's possession or control and relating to the Property,
            including but not limited to all roof warranties.  To the best
            of Seller's knowledge, the Contracts and such guarantees and
            warranties are in full force and effect and free from material
            default.  None of the Contracts shall be assigned to Purchaser
            at Closing.

      (o)   The Property is not all or substantially all of the assets of
            the Seller in Rhode Island.

      (p)   Since the date of the Plan, there have been no changes in the
            foot print of the Building, no changes in the height of the
            Building, no additions to the Building and no other material


<PAGE>  10


            changes to the matters shown on the Plan.  Seller shall provide
            the Title Company with such certificates and evidence of the
            foregoing as the Title Company may reasonably request in order
            to allow the Title Company to limit the survey exception on
            Purchaser's title insurance policy to matters shown on the
            Plan.

            As used herein, the phrase "to Seller's knowledge" shall mean
            the actual knowledge of Jonathan Kosheff, Seller's CFO, and
            Edward Simmons, Seller's facilities manager for the Property
            (collectively, Seller's "Designated Representatives") without
            independent investigation and shall not be construed to refer
            to the knowledge of any other officer, agent, or employee of
            Seller, or any affiliate of Seller, or to impose or have
            imposed upon Seller's Designated Representatives any duty to
            investigate the matters to which such knowledge, or the absence
            thereof, pertains, including, but not limited to, the contents
            of the files, documents and materials made available to or
            disclosed to Purchaser or the contents of files maintained by
            Seller's Designated Representatives, the Seller, or the
            affiliates of any of them.  There shall be no personal
            liability on the part of the foregoing persons arising out of
            any the foregoing representations or warranties.  Seller
            represents to Purchaser that Seller's Designated
            Representatives are the officers of Seller most knowledgeable
            about the subject matters covered by Seller's representations
            and warranties in this Agreement.

            To the extent that Purchaser knows or is deemed to know prior
            or subsequent to the execution of this Agreement, but prior to
            the Due Diligence Expiration Date, that Seller's
            representations and warranties are inaccurate, untrue or
            incorrect in any material way, such representations and
            warranties shall be deemed modified to reflect Purchaser's
            knowledge or deemed knowledge, as the case may be.  For
            purposes of this Agreement, Purchaser shall be "deemed to know'
            that a representation or warranty was untrue, inaccurate or
            incorrect only to the extent that, before the Due Diligence
            Expiration Date, Ben Butcher or Scott Tully received written
            notice that such representation or warranty was untrue,
            inaccurate or incorrect.

8.    Representations and Warranties of Purchaser.  Purchaser represents
      and warrants to Seller as follows:

      (a)   Purchaser is a duly organized limited liability company validly
            existing and in good standing under the laws of Delaware, and
            at closing will be validly existing, registered to do business,
            and is in good standing under the laws of Rhode Island.

      (b)   Purchaser has all requisite and necessary power and authority
            to execute and deliver this Agreement and to perform
            Purchaser's obligations hereunder.

      (c)   The execution and delivery of this Agreement and the
            performance by Purchaser of its obligations hereunder have been
            duly authorized by all requisite corporate action and does not
            conflict with or result in the breach of any of the terms of
            the organizational or governing documents of Purchaser.

      (d)   This Agreement is the legal, valid and binding obligation of
            Purchaser, enforceable against Purchaser in accordance with its
            terms, subject to general principles of equity, bankruptcy,
            reorganization and other similar laws affecting the enforcement
            of contracts generally.

9.    Covenants.


<PAGE>  11


      (a)   Maintenance of the Property and Insurance; Leases and
            Contracts.  Until the Closing, Seller shall (i) maintain in
            full force and effect the existing policies of insurance
            relating to the Property (which shall not be less that 100% of
            replacement cost), (ii) continue to operate the Property in
            substantially the same manner as it is now being operated;
            provided, however, that Seller does not intend and shall not be
            obligated to repair, replace or improve the Property in any
            material way, (iii) not enter into any lease or other occupancy
            agreement with respect to any portion of the Property, (iv) not
            make any material alterations or additions to the Property,
            except as may be required by law or as may reasonably be
            required for the prudent repair and maintenance of the
            Property, (v) not change or attempt to change (or consent to
            any change in) the zoning or other legal requirements
            applicable to the Property, (vi) not cancel, amend or
            modify in any material respect any certificate, license,
            approval or permit held by or on behalf of Seller with respect
            to the Property, (vii) not sell or encumber all or any portion
            of the Property or enter into any agreement with respect
            thereto, and (viii) not cancel, amend or modify the NFA or any
            land use restriction affecting the Property.  After the date
            hereof, no contract for maintenance will be terminated,
            modified or amended without the consent of Purchaser in
            accordance with the following procedure, such consent not to be
            unreasonably withheld, conditioned or delayed based on
            Purchaser's currently contemplated plan of improvements to the
            Property. If after the date hereof Seller decides (a) to enter
            into any contract related to the management, or operation of
            the Property, the term of which, in either case, would continue
            after the Closing Date, or (b) modify, amend or terminate any
            contract, Seller shall first submit an unsigned draft of such
            contract, amendment thereto or termination thereof to Purchaser
            for its prior review and approval.  If Purchaser does not
            object to such draft or fails to respond to Seller with respect
            thereto within three (3) business days of the delivery thereof
            to Purchaser, Purchaser shall be deemed to have consented to
            such contract, contract amendment or contract termination for
            all purposes hereunder.  Any such contract, contract amendment
            or contract termination entered into by Seller after the date
            hereof as aforesaid shall thereupon be and become a contract,
            as applicable.  Seller shall promptly give Purchaser a
            reasonably detailed written notice of: (i) any fire, flood or
            other material adverse change with respect to the Property of
            which Seller obtains actual knowledge; (ii) any actual or
            proposed condemnation (or proceeding in lieu thereof) of which
            Seller obtains actual knowledge; (iii) any written notice
            received by Seller claiming that the Property or the use and
            operation thereof fails to comply with applicable legal
            requirements or any use restrictions; (iv) any written notice
            received by Seller claiming that Seller is default under any
            permit or approval with respect to the Property; and (v) any
            written notice received by Seller concerning any pending or
            threatened litigation or administrative proceeding affecting
            the Property or Seller or concerning any hazardous materials or
            environmental conditions relating to the Property.  If Seller
            becomes aware during the term of this Agreement of any matters
            that render any of its representations or warranties untrue,
            Seller shall promptly disclose such matters to Purchaser in
            writing. Seller shall obtain, at its sole cost and expense, all
            necessary consents and approvals for the transfer of all
            warranties ad guaranties affecting the Property, including but
            not limited to all roof warranties, to Purchaser, in form and
            substance reasonably acceptable to Purchaser to the extent
            assignable.

      (b)   Certain Schedules and Information.  To the extent any Schedule
            hereto or any information to be set forth thereon has not been
            attached or provided on the date hereof, Seller shall provide
            such Schedule or information to Purchaser as soon as reasonably
            practicable after the date hereof but in any event within five
            (5) business days of the date hereof.


<PAGE>  12


      (c)   Access to Property Information.  Seller shall be allowed to
            retain a copy of all property information to be delivered to
            Purchaser under Section 10(a)(ix).  For the year following the
            Closing, Purchaser shall permit Seller to have access to,
            inspect and make copies of all such property information during
            Purchaser's or Purchaser's property manager's normal business
            hours upon reasonable prior notice, at Seller's sole expense.

10.   Documents to be Delivered at the Closing.

      (a)   At the Closing, Seller shall deliver to Purchaser the following
            documents each fully executed and, if required, acknowledged by
            Seller:

            (i)   a good and sufficient limited warranty deed (the "Deed")
                  conveying good and clear, record and marketable title to
                  the Premises to Purchaser subject only to the Permitted
                  Title Exceptions;

            (ii)  an assignment and assumption of permits (the "Blanket
                  Assignment") assigning all permits, licenses and
                  approvals with respect to Premises and to Purchaser;

            (iii) a bill of sale conveying without representation, warranty
                  or recourse all of the right, title and interest of
                  Seller in and to the personal property used in connection
                  with the Premises;

            (iv)  an affidavit and indemnity as to mechanics' liens and
                  persons in possession in a customary form reasonably
                  acceptable to Purchaser's title insurance company;

            (v)   an affidavit stating that Seller is not a foreign person
                  or entity within the meaning of Section 1445 of the
                  Internal Revenue Code, and complying with the Internal
                  Revenue Service Regulations promulgated pursuant to said
                  Section 1445;

            (vi)  a designation agreement designating the party responsible
                  for any Form 1099 filings as may be required by the
                  Internal Revenue Service's regulations;

            (vii) a closing statement;

           (viii) an officer's certificate of Seller dated the Closing Date
                  as to satisfaction of the conditions set forth in Section
                  12(b), attaching appropriate evidence of requisite
                  corporate action with respect thereto, including, but not
                  limited to, votes of the governing bodies of Seller;

            (ix)  to the extent they are then in Seller's possession and
                  have not been delivered to Purchaser:  (A) any plans and
                  specifications for the Premises; (B) all unexpired
                  warranties and guarantees which Seller has received in
                  connection with any work or services performed with
                  respect to, or equipment installed in, the Premises; (C)
                  all keys for the Premises; (D) originals of all contracts
                  and all correspondence relating thereto and to the
                  operation and maintenance of the Property; and (e) all
                  other books, records, files, plans and other written
                  information including computerized records relating to
                  the development, construction, maintenance, use,
                  operation, title or value of all or any portion of the
                  Property owned by Seller in the possession or control of
                  Seller but specifically excluding any Confidential
                  Property Information;


<PAGE>  13


            (x)   Four originals of the Lease and Guaranty;

            (xi)  Intentionally Deleted;

            (xii) (1) written confirmation that the Broker has been paid in
                  full all amounts then due in connection with the
                  transactions contemplated by this Agreement; and (2) such
                  other instruments, certificates and documents as are
                  reasonably required in order to fully effectuate the
                  terms of this Agreement; and

           (xiii) a certificate of an executive officer of Seller dated the
                  Closing Date certifying that the representations and
                  warranties of Seller contained in this Agreement are true
                  and correct on and as of the Closing Date as if made on
                  the Closing Date and attaching appropriate evidence of
                  requisite corporate action with respect thereto,
                  including, but not limited to, votes/resolutions or
                  consents of governing bodies of Seller;

      (b)   At the Closing, Purchaser shall deliver to Seller the following
            documents each fully executed by Purchaser:

            (i)   the Blanket Assignment assuming the permits, licenses and
                  approvals with respect to the Premises and the
                  Improvements;

            (ii)  a designation agreement designating the party responsible
                  for any Form 1099 filings as may be required by the
                  Internal Revenue Service's regulations;

            (iii) a closing statement;

            (iv)  a manager's certificate of Purchaser dated the Closing
                  Date certifying that the representations and warranties
                  of Purchaser contained in this Agreement are true and
                  correct on and as of the Closing Date as if made on the
                  Closing Date and attaching appropriate evidence of
                  requisite corporate action with respect thereto,
                  including, but not limited to, votes/resolutions or
                  consents of governing bodies of Purchaser;

            (v)   such other instruments, certificates and documents as are
                  reasonably required in order to fully effectuate the
                  terms of this Agreement; and

            (vi)  Lease as provided for in Section 27.

11.   Conditions to Seller's Performance.

      (a)   In addition to the performance or satisfaction in all material
            respects of all the other provisions of this Agreement by
            Purchaser, the Closing and the obligation of Seller to sell the
            Property under this Agreement shall be conditioned expressly on
            the satisfaction of the following conditions at the Closing
            Date:

            (i)   the representations and warranties of Purchaser contained
                  in this Agreement shall be true and correct in all
                  material respects as of the Closing Date as if made on
                  the Closing Date; and

            (ii)  the payment of the Purchase Price as provided herein.


<PAGE>  14


      (b)   Seller may waive any of the foregoing conditions in this
            Section 11 and any such waiver shall not be deemed a waiver or
            modification of any other conditions.

12.   Conditions to Purchaser's Performance.

      (a)   In addition to the performance or satisfaction in all material
            respects of all the other provisions of this Agreement by
            Seller, the Closing and the obligation of Purchaser to buy the
            Property under this Agreement shall be conditioned expressly on
            the satisfaction of the following conditions at the Closing
            Date:

            (i)   As used in this Agreement, the term "Material Casualty"
                  means any damage or destruction to the Premises: (i) as
                  to require expenditures in the aggregate of greater than
                  $250,000 ("Restoration Cost") are required to repair and
                  restore the Improvements to their condition existing
                  prior to such destruction or damage; (ii) that materially
                  and adversely affects access to or parking at the
                  Premises; (iii) that causes the Premises to fail to
                  comply in any material respect with applicable legal
                  requirements; or (iv) as to which the Tenant is not
                  entitled to repair and restore the Improvements to their
                  condition existing prior to such destruction or damage
                  with obtaining a variance, special permit or other
                  similar discretionary permit or approval.  If there is a
                  Material Casualty, Purchaser may elect to terminate this
                  Agreement and receive a return of the Deposit or to
                  proceed with the purchase of the Property in accordance
                  with this Agreement. In the event of a fire or other
                  casualty that is not a Material Casualty, and in
                  connection with any Material Casualty as to which
                  Purchaser elects to proceed to proceed with the purchase
                  of the Property in accordance with this Agreement, (A)
                  Purchaser shall purchase the Property in accordance with
                  the terms hereof without reduction in the Purchase Price
                  (except that at the Closing Purchaser will receive a
                  credit for any applicable deductible) and (B) Seller
                  shall assign to Purchaser at Closing all property
                  insurance proceeds paid or payable on account of such
                  damage, (and the amount of any deductible shall be
                  credited against the Purchase Price).  If the Closing
                  Date would otherwise occur sooner, it shall automatically
                  be extended to the date which is mutually agreeable to
                  the parties but which is at a minimum of ten (10)
                  Business Days after written notice to Purchaser of the
                  casualty.  If any insurance proceeds paid or payable on
                  account of a fire or other casualty are to be assigned to
                  Purchaser in accordance with the provisions of this
                  Agreement, Seller shall cooperate as reasonably requested
                  by Purchaser to effectuate such assignment (including, if
                  necessary, prosecuting claims in Purchaser's name or for
                  Purchaser's benefit), and Seller's obligation to so
                  cooperate shall survive the Closing.

            (ii)  If, at any time before completion of the Closing, a
                  taking or condemnation (or proceeding in lieu thereof) is
                  commenced or threatened in writing: (i) of all or
                  substantially all of the Property; or (ii) of less than
                  all or substantially all of the Property that: (1) causes
                  the Property to fail to comply with legal requirements;
                  (2) materially impairs access to or egress from the
                  Property; (3) causes the loss of any parking that
                  benefits the Property; or (4) otherwise, in Purchaser's
                  reasonable business judgment, results in a loss of value
                  in excess of $250,000 (any of the foregoing, a "Material
                  Taking"), Purchaser may, at Purchaser's sole option,
                  elect either to:

                  (x)   terminate this Agreement and receive back the
                        Deposit; or


<PAGE>  15


                  (y)   purchase the Property subject to and in accordance
                        with this Agreement.

            In the event of condemnation or taking that does not constitute
            a Material Taking, or if there is a Material Taking but
            Purchaser elects to proceed under 12(a)(ii)(y), (1) Purchaser
            shall purchase the Property in accordance with the terms hereof
            (without reduction in the Purchase Price), (2) Seller shall
            assign to Purchaser at Closing all condemnation proceeds except
            for any separate award relating to Seller's business and paid
            or payable as a result of such condemnation, (3) Purchaser
            shall have the right to be present with Seller at any hearings
            or negotiations with respect thereto, and (4) Seller shall not
            settle or compromise any such matter without Purchaser's prior
            written consent which consent shall not be unreasonably
            withheld. If the Closing Date would otherwise occur sooner, it
            shall automatically be extended to the date that is ten (10)
            Business Days after written notice to Purchaser of the Material
            Taking.

      (b)   the representations and warranties of Seller contained in this
            Agreement shall be true and correct in all material respects as
            of Closing Date as if made on the Closing Date;

      (c)   Seller shall have removed and discharged the Monetary Liens
            from the title to the Property and Purchaser shall receive
            good, clear, record and marketable title to the Property free
            and clear of all liens and encumbrances other than the
            Permitted Title Exceptions;

      (d)   Simultaneously with the Closing under this Agreement, Parlex
            shall close a new operating line commitment from Silicon Valley
            Bank in the amount of $8,000,000.00 with availability of
            $3,000,000.00 as of the Closing Date and shall provide
            Purchaser with a written statement from the bank confirming the
            same. At the Closing, Seller shall provide Purchaser with
            evidence that all net proceeds of the sale are used at the
            Closing to retire outstanding debt with Fleet Bank;

      (e)   Since the date of the most recent financial statements of
            Parlex provided by Parlex to Purchaser, there shall have been
            no material adverse change in the financial condition or
            business operations of Seller or Parlex;

      (f)   Since the Due Diligence Expiration Date, there shall have been
            no material adverse change in the condition of the Property
            (exclusive of any insured casualty, which shall be governed by
            Section 12(a) above, or any condemnation, which shall be
            governed by Section 12(a) above).

      (g)   Possession of the Property shall be delivered to Purchaser by
            Seller at the Closing free and clear of (a) all leases, tenants
            and other occupants other than Seller under the Lease and (b)
            any management, leasing, service, maintenance or other
            contracts or agreements other than the Lease and the Permitted
            Title Exceptions;

      (h)   There shall be no judicial or administrative proceeding pending
            or threatened concerning the Property that was not disclosed in
            writing to Purchaser before the Due Diligence Expiration Date,
            and the Property and the use and operation thereof shall comply
            in all material respects with all applicable legal
            requirements;

      (i)   Should Purchaser choose or be obligated in the event of any
            casualty or any taking of any portion of the Property, to
            proceed to a Closing, then all unexpended insurance and taking


<PAGE>  16


            proceeds and all rights to insurance proceeds and taking
            proceeds, as applicable, shall be assigned and paid over by
            Seller to Purchaser.

      (j)   Seller has, at its sole cost and expense, obtained all
            necessary consents and approvals for the transfer of all
            warranties and guaranties affecting the Property and
            improvements thereon, including but not limited to all roof
            warranties, to Purchaser, in form and substance reasonably
            acceptable to Purchaser to the extent possible;

      (k)   The NFA shall be in full force and effect and free from default
            and Seller shall have received no notice that the Department of
            Waste Management or any other governmental agency intends to
            require additional actions relating to hazardous materials at
            the Property or alleging that any default exists under the NFA,
            the Environmental Land Usage Restriction or the soil management
            plan;

      (l)   Simultaneously with the Closing hereunder, (i) the closing
            shall occur under that certain Purchase and Sale Agreement
            dated as of the date hereof between Purchaser or its affiliate
            and Parlex Corporation concerning certain property located in
            Methuen, Massachusetts; and (ii) the closing shall occur under
            Purchaser's third party acquisition loan for the Property of
            not more than $1,782,000;

      (m)   Purchaser may waive any of the foregoing conditions in this
            Section 12 and any such waiver shall not be deemed a waiver or
            modification of any other conditions.

13.   Failure of Conditions; Defaults.

      13.1  Termination without Default.  If the sale of the Property is
            not consummated because of the failure of any condition
            precedent to Purchaser's obligations expressly set forth in
            this Agreement or for any other reason except a default by
            Purchaser in its obligation to purchase the Property in
            accordance with the provisions of this Agreement ("Failure of
            Condition"), the time of the Closing shall be extended for a
            period of up to 30 days, during which time Seller shall use
            reasonable efforts to cure such Failure of Condition.  Such
            efforts of Seller to cure such Failure of Condition shall not
            require Seller to expend more than $25,000 in costs and
            expenses in such efforts; provided, however, if any such
            Failure of Condition relating to the condition of title to the
            Property is a result of a voluntary consensual action by Seller
            to so encumber the title to the Property such dollar limit to
            Seller's efforts shall not apply.  If the time of the Closing
            is extended and if at the end of such extension period Seller
            shall have failed so to cure such Failure of Condition, as
            herein provided, and if Purchaser, at its election, does not
            waive any such Failure of Condition, then Purchaser may elect,
            as its sole and exclusive remedy, (x) to terminate this
            Agreement by notice thereof to Seller in which case the Deposit
            and all interest accrued thereon shall be forthwith refunded to
            Purchaser and all other obligations of the parties hereto shall
            cease and this Agreement shall be null and void and the parties
            hereto shall have no further obligation or liability arising
            hereunder or (y) to proceed with the Closing in accordance with
            Section 14 hereof.  Seller and Purchaser agree that, if the
            transactions contemplated hereby do not close on account of a
            default by Seller, then Section 13.3 below, rather than this
            Section 13.1, shall apply.

      13.2  Purchaser's Default. If the sale contemplated hereby is not
            consummated because of a default by Purchaser in its obligation
            to purchase the Property in accordance with the terms of this
            Agreement, and if such default is not cured within ten (10)
            days from written notice thereof from Seller to Purchaser,
            then: (a) this Agreement shall terminate; (b) the Deposit shall
            be paid to and retained by Seller as liquidated damages; and
            (c) Seller and Purchaser shall have no further


<PAGE>  17


            obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE
            THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS
            AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO
            DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE
            PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT
            WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO
            CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE
            CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND
            UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY
            ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH.  PURCHASER
            AND SELLER AGREE THAT SELLER'S RIGHT TO RETAIN THE DEPOSIT
            SHALL BE SELLER'S SOLE REMEDY, AT LAW AND IN EQUITY, FOR
            PURCHASER'S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH
            THE TERMS OF THIS AGREEMENT.

      13.3  Seller's Default.  If Seller defaults in its obligation to sell
            and/or lease the Property in accordance with the terms of this
            Agreement, and if such default is not cured within ten (10)
            days from written notice thereof from Purchaser to Seller, then
            Purchaser may, as its sole and exclusive remedy at law or in
            equity: (a) terminate this Agreement by giving written notice
            thereof to Seller, in which event the Deposit will promptly be
            returned to Purchaser, Seller promptly shall reimburse
            Purchaser for the third party costs which shall be defined as
            legal, engineering, survey, environmental and title fees as
            evidenced by copies of all bills relating to expenses incurred
            that Purchaser has incurred in connection with this Agreement
            and the transactions contemplated hereby, and the parties shall
            have no further obligation to each other; (b) waive such
            default and consummate the transactions contemplated hereby in
            accordance with the terms of this Agreement; or (c)
            specifically enforce this Agreement. Purchaser hereby
            irrevocably waives any other right or remedy for such default;
            provided, however, that if, in breach of this Agreement, Seller
            sells the Property (or any portion thereof) to someone other
            than Purchaser or otherwise takes action that renders the
            remedy of specific performance impossible or impractical to
            obtain, Seller shall be liable for any damages suffered by
            Purchaser as a result of such breach.  If Purchaser brings an
            action for specific performance, the Deposit shall be returned
            to Purchaser pending the outcome of such action.

            As a condition precedent to Purchaser exercising any right it
            may have to bring an action for specific performance hereunder,
            Purchaser must commence such an action within ninety (90) days
            after the Closing Date (as the same may be extended in
            accordance with the terms hereof).  Purchaser agrees that its
            failure to timely commence such an action for specific
            performance within such ninety (90) day period shall be deemed
            a waiver by it of its right to commence an action for specific
            performance as well as a waiver by it of any right it may have
            to file or record a notice of lis pendens or notice of pendency
            of action or similar notice against all or any portion of the
            Property.

14.   Purchaser's Election to Accept Title.  Purchaser shall have the
      additional election, at either the original or any earlier or
      extended time for performance, to accept such title as Seller can
      deliver to the Property in its then condition and to pay therefor the
      Purchase Price without deduction (but subject to adjustment as
      provided in Section 16), in which case Seller shall convey such
      title.

15.   Application of Purchase Money to Liens.  If on the Closing Date there
      are any other liens or encumbrances on the Real Property other than
      those to which Purchaser's title is to be subject hereunder, Seller
      may use any portion of the balance of the Purchase Price to satisfy
      the same, provided Seller shall simultaneously either (a) deliver to
      Purchaser at the Closing instruments in


<PAGE>  18


      recordable form and sufficient to satisfy such liens and encumbrances
      of record, together with the cost of recording or filing said
      instruments, or (b) with respect to any first mortgage lien held by
      an institutional lender, and provided that Seller has made
      arrangements with the title company employed by Purchaser in advance
      of Closing, deposit with said title company sufficient monies,
      acceptable to and required by it, to assure the obtaining and the
      recording of such satisfactions and the issuance of title insurance
      to Purchaser free of any such liens and encumbrances.  The existence
      of any such other liens and encumbrances shall not be deemed
      objections to title if Seller shall comply with the foregoing
      requirements.

16.   Apportionments and Costs.

      (a)   In light of the fact that, pursuant to the Lease, Seller (as
            Tenant) shall be responsible for all real estate taxes, water,
            sewer and other utility charges, fuel and any fees or other
            amounts payable under any contracts for maintenance, and all
            other costs associated with the Property, no adjustment shall
            be made therefor at Closing and, as of 11:59 p.m. (Boston time)
            on the day before the Closing Date, Seller shall assume
            responsibility therefor under the Lease.   At the Closing,
            Seller shall make a pro rated payment of the base and
            additional rent due under the Lease for the period from and
            including the Closing to and including the last day of the
            month in which the Closing occurs.

      (b)   Any real estate tax abatements in respect of any tax year prior
            to the tax year in which the Closing occurs, together with any
            interest earned thereon, shall belong to Seller.   Purchaser
            agrees that, should it receive any amounts from the City of
            Cranston or any other taxing authority for tax abatements that
            are attributable to such prior tax years, Purchaser shall pay
            such amounts over to Seller. Any real estate tax abatements in
            respect of the tax year in which the Closing occurs, together
            with any interest earned thereon, shall be apportioned pro rata
            amongst Seller and Purchaser based upon their respective
            periods of ownership.  Seller agrees that, should it receive
            any amounts from the City of Cranston or any other taxing
            authority for tax abatements that are attributable to the
            timeframe when it did not own the Property, Seller shall pay
            such amounts over to Purchaser.

      (c)   All municipal assessments or betterments assessed shall be the
            responsibility of Seller.

      (d)   Seller shall pay at the Closing all Deed Stamp Excise Taxes and
            all other transfer taxes (including, without limitation, any
            non-resident Grantor tax) payable in connection with the
            conveyance of the Property pursuant to this Agreement and any
            discharges of any Monetary Liens.  Purchaser shall pay the
            costs of recording the Deed.

      (e)   Each of the parties hereto shall pay the costs of their own
            respective counsel and any costs or expenses incurred by such
            party in connection with this transaction.  Purchaser shall pay
            all costs of its Investigations including of title and survey
            matters and of obtaining any financing or title insurance in
            connection with acquiring the Property.

      (f)   The net amount of such apportionments if due to Seller shall be
            added to the amount payable under Section 2, and if due to
            Purchaser shall be subtracted from such amount.  To the extent
            that such apportionments may not reasonably be determined on
            the Closing Date, they shall be determined and paid as soon as
            practicable after the Closing.

      (g)   To the extent that any apportionments to be made under this
            Section 16 may not reasonably be determined on the Closing
            Date, they shall be determined and paid as soon as


<PAGE>  19


            practicable after the Closing.  All apportionments to be made
            under this Section 16 shall be made as of 11:59 p.m. (Boston
            time) on the day before the Closing Date.

17.   Brokers.  Each of Seller and Purchaser represents and warrants that
      it has dealt only with Broker, as a broker or finder with respect to
      this transaction and with respect to the Property.  Upon, and only
      upon, the Closing and consummation of this transaction, Seller shall
      pay Broker per a separate agreement a commission for acting as broker
      to the sale and lease  transactions contemplated by this Agreement.
      Each of Purchaser and Seller agrees to indemnify and hold harmless
      the other party from and against all claims for brokerage or
      commission or finder's fees on account of this sale and/or lease
      arising out of dealings with the party from whom indemnification is
      sought; provided, however, that Seller shall in all events be solely
      responsible for, and shall defend and indemnity Purchaser against,
      any claims by Broker with respect to the sale and/or lease
      transactions contemplated by this Agreement.  This Section 17 shall
      survive the Closing or any termination of this Agreement.

18.   Escrow of Deposit.  The Deposit and interest accrued thereon shall be
      held in escrow by the Title Company as escrow agent subject to the
      terms of this Agreement, and shall be duly accounted for in
      accordance with this Agreement.

      The escrow agent shall not be liable for any action or failure to act
      taken or made in good faith in connection with the performance of its
      duties hereunder, but shall be liable only for its own willful
      default or misconduct.  Purchaser and Seller agree to indemnify and
      hold harmless the escrow agent from any loss, damage, liability, cost
      or expense (including reasonable attorneys' fees and expenses)
      arising out of any act or action taken by it in good faith in
      connection with the performance of its duties hereunder, provided
      that Purchaser and Seller shall not indemnify the escrow agent
      against any loss, damage, liability, cost or expense arising out of
      willful misconduct, gross negligence, fraud or any violation of the
      terms of this Agreement.  Notwithstanding anything contained in this
      Agreement to the contrary with respect to the obligations of the
      escrow agent, should any dispute arise with respect to the delivery
      and/or ownership or right to possession of such amount, the escrow
      agent shall have no liability to any party hereto for retaining
      dominion and control over such amount until such dispute shall have
      been settled:

      (a)   by mutual agreement between the parties; or

      (b)   by final order, decree or judgment by a court of competent
            jurisdiction in the United States of America (and no such
            order, decree or judgment shall be deemed to be "final" unless
            and until the time of appeal has expired and no appeal has been
            made);

      and the escrow agent shall make payment of such amount as the parties
      may have mutually agreed or in accordance with such final order,
      decree or judgment.  In no event shall the escrow agent be under any
      duty whatsoever to institute or defend any such proceeding.

      The Title Company may resign as escrow agent hereunder, in its sole
      discretion, by giving twenty-four (24) hours' written notice to
      Purchaser and Seller.  If Purchaser and Seller are unable to agree on
      a substitute escrow agent within forty-eight (48) hours after such
      notice, the Title Company may transfer the Deposit, subject to the
      terms of this Agreement, to any bank with offices in Boston,
      Massachusetts having capital of not less than $50,000,000.00 or, the
      Title Company may transfer the Deposit to any Court with jurisdiction
      over the matter.


<PAGE>  20


      Notwithstanding anything to the contrary in this Agreement, at
      Purchaser's written request made any time before the Due Diligence
      Expiration Date, and without the need for any confirmation or
      direction from Seller and without regard to any contrary instructions
      that may be given by or on behalf of Seller, the Title Company shall
      promptly return the Deposit (and all interest thereon) to Purchaser.

19.   Damages; Limitations on Recovery.  If Purchaser shall default in the
      performance of its obligations to purchase the Property subject to
      and in accordance with the terms of this Agreement and provided that
      Seller shall not be in default hereunder, then the Deposit and
      interest accrued thereon shall be paid to Seller in full payment of
      Seller's damages resulting from Purchaser's default as liquidated
      damages and not as a penalty as Seller's sole and exclusive remedy at
      law or in equity as provided for in Section 13 above.
      Notwithstanding the foregoing, if following the termination of this
      Agreement and return of the Deposit to Purchaser, Purchaser fails to
      indemnify and restore as provided in Section 5(c) or violates Section
      25 (each a "Violation"), Seller shall be entitled to recover all
      damages and any costs and expenses incurred by Seller, together with
      attorneys' fees and costs associated with recovering and collecting
      the amount of any such damages, related to such Violation, provided
      that such recovery shall not be limited to the amount of the Deposit
      and interest accrued thereon.  In the event of any Violation, Seller
      may elect any appropriate action available in equity or at law, such
      rights and remedies being cumulative and the exercise of one or more
      such right or remedy by Seller shall not be construed to be a waiver
      of any of the others.

      Purchaser hereby acknowledges and agrees that any right, remedy,
      recourse or recovery Purchaser may have against or from Seller
      hereunder or with respect hereto (including any documents delivered
      in connection herewith) shall be limited to (i) Seller's interest in
      the Property or (ii) the net proceeds received by Seller from the
      sale of the Property (for these purposes, any portion of the net sale
      proceeds used to pay obligations of the Seller shall be deemed to
      have been received by the Seller).  Notwithstanding the foregoing,
      Purchaser agrees that Seller shall have no liability to Purchaser for
      any breach of Seller's covenants, agreements, representations or
      warranties hereunder or under any other agreement, document,
      certificate or instrument delivered by Seller to Purchaser unless the
      valid claims for all such breaches collectively aggregate more than
      $25,000, in which event the full amount of such valid claims from the
      first dollar shall be actionable, up to the cap set forth in the
      following sentence.  Following the Closing, the maximum aggregate
      liability of Seller, and the maximum aggregate amount which may be
      awarded to and collected by Purchaser, in connection with this
      Agreement (exclusive of the Lease), the sale of the Property under
      this Agreement (including, without limitation, in connection with the
      breach of any representations and warranties contained herein) and
      any and all documents executed pursuant hereto or in connection
      herewith (exclusive of the Lease) for which a claim is timely made by
      Purchaser shall not exceed $500,000.  The foregoing shall not be
      deemed to limit Purchaser's right to recover the full Deposit if
      Purchaser is entitled thereto pursuant to this Agreement, nor to
      limit any right of Purchaser to seek specific performance of this
      Agreement or to enforce its other remedies under Section 13.
      Notwithstanding the foregoing, in no event will the limitations on
      Purchaser's remedies set forth in this Section or in Section 21 below
      (the time limit) apply to (x) any claims under the Lease, or (y) any
      claims relating to fraud by Seller.

      In no event shall any trustee, member, employee agent or other
      representative of Seller ever be personally liable hereunder or
      otherwise for or with respect to the acts, omissions or obligations
      of Seller.  In no event shall any trustee, member, manager, employee,
      agent or other


<PAGE>  21


      representative of Purchaser ever be personally liable hereunder or
      otherwise for or with respect to the acts, omissions or obligations
      of Purchaser.

      This Section 19 shall survive the Closing.

20.   Assignments.  Subject to the provisions of this Section 20, the terms
      and provisions of this Agreement shall apply to and bind the
      permitted successors and assigns of the parties hereto.  Except as
      expressly provided herein, Purchaser shall not be permitted to assign
      its rights under this Agreement without Seller's prior written
      consent, which consent may be withheld in Seller's sole and absolute
      discretion.  Notwithstanding the foregoing, Purchaser shall be
      permitted to assign its rights under this Agreement to an affiliate
      of Purchaser as long as Ben Butcher or Scott Tully manages the day to
      day operations; provided, however, that at least two business days
      prior to making any such assignment of its right, title or interest
      under this Agreement to such affiliate, Purchaser shall notify Seller
      in writing and supply all material details regarding such arrangement
      including information regarding the makeup of the assignee.
      Purchaser's proposed assignee shall expressly assume Purchaser's
      obligations under this Agreement.  Any assignment by Purchaser of its
      right, title or interest under this Agreement in violation of this
      Section 20 shall be null and void, and shall allow Seller, at its
      option, to deem Purchaser in default of its obligations hereunder.
      Seller may not assign any of its right, title and interest under this
      Agreement, and  any purported assignment by Seller of its right,
      title or interest under this Agreement shall be null and void, and
      shall allow Purchaser, at its option, to deem Seller in default of
      its obligations hereunder.  Subject to the above provisions, this
      Agreement shall inure solely to the benefit of Seller and its
      successors and assigns and Purchaser and its permitted successors and
      assigns.  No person or entity other than Seller and its permitted
      successors and assigns and Purchaser and its permitted successors and
      assigns shall have any right to enforce or rely upon this Agreement.

21.   Survival Provisions; Acceptance of Deed.  On the termination hereof,
      all of the terms and provisions of this Agreement shall be void and
      of no further force and effect and neither Purchaser nor Seller shall
      have rights, obligations or liabilities hereunder except that the
      rights, obligations and liabilities of the parties under this Section
      21 and Sections 5(c), 5(f), 17, 19 and 25 shall survive such
      termination and continue in effect in accordance with their terms
      without limit as to time.  The acceptance of the Deed, by Purchaser
      or Purchaser's permitted assignee, as the case may be, shall be
      deemed to be full performance and discharge of every agreement and
      obligation of Seller herein contained or expressed except (i)
      obligations of Seller under the Lease (all of which shall survive the
      Closing and shall not be subject to any of the limitations on
      Seller's liability set forth in this Agreement), (ii) the
      representations and warranties of Seller made in this Agreement or
      any document delivered in connection with Section 10(a) (other than
      the Lease) which shall survive until the date which is one year after
      the Closing Date, (iii) any adjustments pursuant to Section 16 that
      cannot be finally determined after the Closing which shall survive
      the Closing until finally adjusted, and (iv) any terms and conditions
      hereof which expressly survive the Closing.

22.   Further Assurances.  The parties agree to execute any and all
      additional instruments and documents as may be reasonably required to
      fully effectuate the terms of this Agreement.

23.   Notices.

      All notices or other communications required or provided to be sent
      by either party shall be in writing and shall be sent by: (i) by
      United States Postal Service, certified mail, return receipt
      requested, (ii) by any nationally known overnight delivery service
      for next day delivery, (iii)


<PAGE>  22


      delivered in person or (iv) sent by telecopier or facsimile machine
      which automatically generates a transmission report that states the
      date and time of the transmission, the length of the document
      transmitted and the telephone number of the recipient's telecopier or
      facsimile machine (with a copy thereof sent in accordance with clause
      (i), (ii) or (iii) above).  All notices shall be deemed to have been
      given upon receipt. All notices shall be addressed to the parties at
      the addresses below:

      To Seller:              at the address set forth in the first
                              paragraph of this Agreement


      with a copy to:         Edward D. Kutchin, Esq.
                              Kutchin & Rufo, P.C.
                              175 Federal Street
                              Boston, MA  02110


      To Purchaser:           at the address set forth in the first
                              paragraph of this Agreement


      and with a copy to:     Piper Rudnick LLP
                              One International Place
                              Boston, Massachusetts 02110-2600
                              Attention:  John L. Sullivan, Esq.
                              Fax No. (617) 406-6100

      Any address or name specified above may be changed by notice given to
      the addressee by the other party in accordance with this Section.
      The inability to deliver notice because of a changed address of which
      no notice was given as provided above, or because of rejection or
      other refusal to accept any notice, shall be deemed to be the receipt
      of the notice as of the date of such inability to deliver or
      rejection or refusal to accept.  Any notice to be given by any party
      hereto may be given by the counsel for such party.

24.   Time.  Time is of the essence in this Agreement.  If any date for
      providing a notice or obtaining consent or approval should fall on
      any day which is not a business day in Massachusetts then such date
      shall be extended to the next following business day.

25.   No Recording. Provided that Seller is not in default under this
      Agreement, Purchaser agrees not to record this Agreement or any
      notice hereof in the Registry of Deeds or the Registry District of
      the Land Court.  If Purchaser nonetheless records this Agreement or a
      notice thereof when Seller is not in default under the Agreement,
      Seller, at its option, may declare Seller's obligations hereunder to
      be null and void and may deem Purchaser in default of its obligations
      hereunder, whereupon this Agreement shall terminate except as
      provided in Section 21 and any recorded copy of this Agreement or
      notice thereof shall for all purposes be considered null and void
      between the parties hereto and shall not be a notice to or binding in
      any way on third parties.


<PAGE>  23


26.   Miscellaneous.  This instrument may be executed in one or more
      counterparts which together shall constitute one instrument.  The
      invalidity or unenforceability of any term or provision hereof shall
      not affect the validity or enforceability of any other term or
      provision hereof.  The captions to the paragraphs hereof are for
      convenience of reference only and are not intended to affect the
      meaning of the provisions of this Agreement.  Unless otherwise
      provided herein, references in this Agreement to (i) any "Section"
      shall mean the sections and subsections of this Agreement, as
      applicable and (ii) any "Schedule" or "Exhibit" are references to the
      schedules and exhibits attached hereto which are incorporated into
      this Agreement by this reference.  This Agreement is to be construed
      as a Massachusetts contract, is to take effect as a sealed
      instrument, sets forth the entire contract and understanding between
      the parties superseding any prior oral or written agreements, and may
      be canceled, modified or amended only by a written instrument
      executed by both Seller and Purchaser.

27.   Lease and Guaranty Execution.  At the Closing Seller and Purchaser
      shall execute and deliver the lease in the form attached hereto as
      Schedule 7 (the "Lease"), and Parlex shall execute and deliver to
      Purchaser a guaranty of all of Seller's obligations under the Lease
      in the form attached hereto as Schedule 6 (the "Guaranty").

28.   Attorney's Fees.  In the event legal proceedings through the courts
      are commenced to enforce the parties' respective rights and
      obligations herein, the prevailing party shall be entitled to
      reimbursement for all costs and expenses, including reasonable legal
      fees, incurred with respect to said legal proceedings.


          [The remainder of this page is intentionally left blank]


<PAGE>  24


      IN WITNESS WHEREOF, this Agreement has been executed by each of the
parties hereto, under seal, as of the day and year first written above.


PURCHASER:

Taurus Cranston LLC


By: /s/ Scott R. Tully
   -------------------
   Scott R. Tully
   Manager


SELLER:

Poly-Flex Circuits, Inc.


By: /s/ Peter J. Murphy
   --------------------
   Peter J. Murphy
   Treasurer


Parlex Corporation is executing this Agreement for the sole purpose of
confirming its agreement to execute and deliver the Guaranty as and when
provided for above:

Parlex Corporation


By: /s/ Jonathan R. Kosheff
   ------------------------
   Jonathan R. Kosheff
   Chief Financial Officer


<PAGE>  25


ESCROW AGENT:

Stewart Title Guaranty Insurance Company


By: /s/ Marie L. Franco
   ------------------------
   National Underwriting
   Counsel

<PAGE>  26


</TEXT>
</DOCUMENT>
