Preview | Agreement of Purchase and Sale |

TABLE OF CONTENTS

		Page
1.	Agreement to Sell and Purchase; Description of Property	1
2.	Exceptions to Title; Title Matters	2
3.	Purchase Price and Payment; Escrow Agent	8
4.	Closing	12
5.	As Is	14
6.	Leaseback Provisions	28
7.	Representations and Warranties of the Parties; Certain Covenants	29
8.	Closing Deliveries	34
9.	Limitation on Liability of Parties	37
10.	Fire or Other Casualty	39
11.	Condemnation	43
12.	Brokerage	45
13.	Closings Costs; Fees and Disbursements of Counsel, etc.	45
14.	Notices	46
15.	Survival; Governing Law	49
16.	Counterparts; Captions	49
17.	Entire Agreement; No Third Party Beneficiaries	50
18.	Waivers; Extensions	50
19.	No Recording	51
20.	Assignments	51
21.	Pronouns; Joint and Several Liability	51
22.	Successors and Assigns	52
23.	Cross Default	52
24.	Like Kind Exchange	54
25.	Further Assurances	55
26.	Prohibited Persons and Transactions	56

EXHIBITS:

A. Legal Description

B. Lease

C. Form of Deed

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (Agreement), made as of March 15, 2007, by and between Axsys Technologies IR Systems, Inc., a New York corporation, having an office at 24 Simon Street, Nashua, New Hampshire 03060 (Seller), and The Hampshire Generational Fund LLC, a New Jersey limited liability company, having an office at 15 Maple Avenue, Morristown, New Jersey 07960 (Purchaser).

W I T N E S S E T H

1. Agreement to Sell and Purchase; Description of Property.

Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, upon the terms and conditions hereinafter contained, all right, title and interest of Seller in and to: (i) that parcel of land located at 23-24 Simon Avenue, in the City of Nashua, County of Hillsborough, State of New Hampshire, the legal description of which is attached hereto as Exhibit A (the Land); (ii) an industrial/office building, consisting of approximately seventy-eight thousand square feet of space, constructed thereon (the Building); (iii) the land lying in the bed of any street, highway, road or avenue, opened or proposed, public or private, in front of or adjoining the Land, to the center line thereof, and (iv) the fixtures and equipment attached to the Building and used in the operation of the Building.

All of the above enumerated property, rights and interests to be sold to Purchaser pursuant to this Agreement are hereinafter sometimes collectively referred to as the Property.

2. Exceptions to Title; Title Matters.

2.1 Subject to the provisions of this Section 2, Seller shall cause to be conveyed to Purchaser good and marketable title to the Property, insurable at regular rates by a title insurance company licensed to do business in the State of New Hampshire, subject only to the following exceptions (the Permitted Exceptions):

2.1.1 All presently existing and future liens for unpaid real estate taxes, municipal or governmental assessments, water and sewer charges, and assessments, not due and payable as of the date of the Closing.

2.1.2 All present and future zoning, building, environmental, sanitary, fire, safety and other laws, ordinances, codes, restrictions and regulations of all governmental and quasi-governmental authorities having jurisdiction with respect to the Property, including, without limitation, all zoning variances and special exceptions, if any (collectively, Laws and Regulations).

2.1.3 Standard printed exclusions contained in an A.L.T.A. Form B Owners Policy.

2.1.4 Such state of facts as are disclosed on that certain ALTA/ASCM Title Survey Plan, dated August 9, 1995, revised September 15, 1995 and further revised October 11, 1995, prepared by DuBois & King, Inc. and as set forth in that certain New Hampshire Surveyors Report & Certification, dated March 8, 2006, by DuBois & King, Inc.

2.1.5 Such items as are set forth in Items 8 15 in Schedule B-Part I of that certain First American Title Insurance Company Owners Title Policy No. 103296073.

2.1.6 Any other matter not set forth above in this Section 2.1 which Purchaser waives or is deemed to waive pursuant to Section 2.2 hereof.

2.2 Promptly after the date of this Agreement, Purchaser shall cause title to the Property to be examined by General Land Abstract Co., Inc. (the Title Company or Escrow Agent), and the Title Company shall deliver copies of its title report for the Property (the Title Report) to Purchasers attorney. Purchaser agrees that on or before the Diligence Termination Date (as hereinafter defined in Section 5.8), Purchaser or its attorney shall furnish to Sellers attorney a writing (the Title Report Objection Notice) specifying any exceptions to title to the Property set forth in the Title Report which are not Permitted Exceptions and subject to which Purchaser does not agree to accept title. Purchasers failure to deliver the Title Report Objection Notice to Seller on or before 5:00 PM Eastern Standard Time on the Diligence Termination Date, or to timely specify any such exceptions to title in the Title Report Objection Notice, shall, except with respect to the monetary liens described in the last sentence of Section 2.3 (which, pursuant to the provisions of said sentence, are required to be paid, discharged or removed of record), or requirements or exceptions that are customarily removed from a final policy by a standard title affidavit, constitute Purchasers irrevocable acceptance of the Title Report or of all exceptions in the Title Report which it did not so timely specify, and Purchaser shall be deemed to have unconditionally waived any right to object to such matters. If, after giving the Title Report Objection Notice to Seller, Purchaser learns, through continuation reports or other written evidence, of any title defect(s) which first affected the Property subsequent to the date of the Title Report and which are not Permitted Exceptions and subject to which Purchaser does not agree to accept title, Purchaser shall give written notice thereof to Seller promptly after the date Purchaser learns of same. In the event that the Title Company shall insure fee simple title to the Property, at regular insurance rates, without additional exceptions to title other than Permitted Exceptions or as otherwise permitted hereunder, Seller shall have satisfied the requirements of this Agreement as to the state of title to the Property. In addition, in the event Seller is able to supply Purchaser with a fee title insurance policy insuring fee

simple title to the Property, at regular rates, without additional exceptions to title other than Permitted Exceptions or as otherwise permitted hereunder, whether issued by the Title Company or any other title insurance company licensed to do business in the State of New Hampshire, Seller shall have satisfied the requirements of this Agreement as to the state of title to the Property; provided, however, that any such alternative title insurance company is consented to by Purchasers counsel, which consent shall not be unreasonably withheld, conditioned or delayed. TIME IS OF THE ESSENCE with respect to all time periods set forth in this Section 2.2.

2.3 Within fifteen (15) days of receipt of the Title Objection Notice, or subsequent notice following a continuation notice, Seller shall notify Purchaser either that (i) Seller will not cure the title defects raised in the Title Objection Notice (or subsequent notice), or (ii) Seller will use best efforts to cure the title defects raised in the Title Objection Notice (or subsequent notice) in accordance with the provisions of this Section 2. Seller shall be entitled to one (1) or more adjournments of the Closing, for a period not to exceed ninety (90) days in the aggregate, to enable Seller to remove any non-conforming title objections. If Seller elects to adjourn the Closing as provided above, this Agreement shall remain in effect for the period or periods of adjournment, in accordance with its terms. Seller shall not be required to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to expend any moneys therefor, nor shall Purchaser have any right of action against Seller therefor, at law or in equity, except that Seller shall, on or prior to the Closing, pay, discharge or remove of record or cause to be paid, discharged or removed of record at Sellers sole cost and expense all consensual monetary liens, judgments and mechanics liens (other than Permitted Exceptions) encumbering the Property, which are in liquidated amounts and which may be satisfied by the payment of money (including the preparation or filing of appropriate satisfaction instruments in connection therewith). If Seller notifies Purchaser that Seller will not cure the title defects raised in the Title Objection Notice (or subsequent notice) or if Seller is unable to remove any objections after expiration of the foregoing adjournment period, Purchaser shall have the right to terminate this Agreement by providing written notice thereof to Seller. In the event this Agreement is terminated pursuant to this Article 2, Purchaser shall be entitled to the return of the Downpayment, together with interest thereon, and this Agreement shall be of no further force and effect, except for provisions hereof which expressly survive such termination.

2.4 Notwithstanding anything in Section 2.3 above to the contrary, Purchaser may at any time accept such title as Seller can convey, without reduction of the Purchase Price (as hereinafter defined) or any credit or allowance on account thereof or any claim against Seller. The acceptance of the Deed (as hereinafter defined) by Purchaser shall be deemed to be full performance of, and discharge of, every agreement and obligation on Sellers part to be performed under this Agreement, except for such matters which are expressly stated in this Agreement to survive the Closing.

2.5 If the Property shall, at the time of the Closing, be subject to any liens such as for judgments or transfer, inheritance, estate, franchise, license or other similar taxes or any encumbrances or other title exceptions which Purchaser objected to, Seller shall be deemed to satisfy Purchasers objection to title regarding such items provided that, at the time of the Closing, Seller delivers certified or official bank checks at the Closing in the amount required to satisfy the same and delivers to Purchaser and/or the Title Company at the Closing instruments in recordable form (and otherwise in form reasonably satisfactory to the Title Company in order to omit the same as an exception to its title policy) sufficient to satisfy and discharge of record such liens and encumbrances together with the cost of recording or filing such instruments, provided that such recordable discharges shall not be required from institutional mortgagees that have provided payoff letters if the Title Company shall otherwise issue or bind itself to issue a policy which shall omit such liens.

3. Purchase Price and Payment; Escrow Agent.

3.1 The purchase price payable by Purchaser to Seller for the Property is SIX MILLION FOUR HUNDRED FIVE THOUSAND AND 00/100 DOLLARS ($6,405,000.00) subject to such apportionments, adjustments and credits as are provided herein (the Purchase Price).

3.2 The Purchase Price shall be payable as follows:

3.2.1 Simultaneously with the execution and delivery of this Agreement by Purchaser, ONE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($150,000.00) (the Downpayment), by federal funds wire transfer or bank check drawn on a member bank of the New York Clearinghouse Association, payable to the order of Escrow Agent. The Downpayment shall be held by Escrow Agent and disbursed in accordance with the terms and conditions of this Agreement. Any interest earned on the Downpayment shall be deemed to be part of the Downpayment and shall be paid together with the principal portion of the Downpayment, it being understood and agreed that any interest earned on the Downpayment shall be credited against the Purchase Price upon the Closing.

3.2.2 The balance of the Purchase Price shall be paid to Seller on the date of the Closing, subject to the apportionments, adjustments and credits as are provided herein, simultaneously with the delivery of the Deed, by federal funds wire transfer of immediately available funds to an account at such bank or banks as shall be designated by Seller by written notice to Purchaser and Escrow Agent.

3.3 Whenever in this Agreement Purchaser is entitled to a return of the Downpayment, Purchaser shall be entitled to the return of the Downpayment, together with all interest earned thereon. Whenever in this Agreement Seller is entitled to retain

the Downpayment, Seller shall be entitled to the Downpayment, together with all interest earned thereon. The Downpayment shall be held in an interest bearing account.

3.4 If for any reason the Closing does not occur, the Escrow Agent shall deliver the Downpayment to Seller or Purchaser only upon receipt of a written demand therefor from such party, subject to the following provisions. If for any reason the Closing does not occur and either party makes written demand upon the Escrow Agent for the payment of the Downpayment, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (10) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such period, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or a final judgment of a court. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts. Seller and Purchaser shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all liabilities (including reasonable attorneys fees, expenses and disbursements) incurred in connection with the performance of the Escrow Agents duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent. Notwithstanding the foregoing, in the event Purchaser elects to terminate this Agreement in accordance with Section 5.8 hereof, the Escrow Agent shall promptly refund the Downpayment to Purchaser, without awaiting the objection period set forth above, provided that Purchaser simultaneously deliver written notice terminating this Agreement to both Seller and the Escrow Agent on or before the Diligence Termination Date in accordance with Section 5.8 hereof.

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