REAL ESTATE SALE AND PURCHASE AGREEMENT

                    BY AND BETWEEN CURTISS-WRIGHT CORPORATION

                     CURTISS-WRIGHT FLIGHT SYSTEMS, INC. AND

                                 SHAW ACHAS LLC







         1. PARTIES. This contract is made this 2nd day of August 2001, by and

between Curtiss-Wright Corporation, a Delaware corporation, and Curtiss-Wright

Flight Systems, Inc., a Delaware corporation, (collectively "Seller") and Shaw

Achas LLC, a New York Limited Liability Company, ("Purchaser").



         2. AGREEMENT. The Seller agrees to sell and the Purchaser agrees to buy

the property described according to the terms of this agreement (the

"Agreement").



         3. DESCRIPTION. The property which is the subject matter of this

Agreement is known as all the lots, or parcels of land and premises, known as

Lot 1.01 in Block 320 on the tax map of the Borough of Wood-Ridge in the County

of Bergen, New Jersey, which is commonly known as One Passaic Street,

Wood-Ridge, New Jersey, and is more particularly described on Exhibit A attached

hereto and made a part hereof (the "Property"). The Property shall mean:



                           (a) all those certain tracts or parcels of land more

                  particularly described on Exhibit A, together with all and

                  singular the rights and appurtenances pertaining to such

                  properties, including, without limitation, any right, title

                  and interest of Seller in and to adjacent streets, alleys or

                  rights-of-way and any award to be made in lieu thereof and to

                  any unpaid award for damage to the Land and Improvements (as

                  hereinafter defined) by reason of change of grade of any

                  street occurring after the execution of this Agreement (the

                  foregoing being sometimes referred to herein individually and

                  collectively as the "Land"), which shall be conveyed to

                  Purchaser in accordance with the terms hereof;



                           (b) the buildings, structures, fixtures and other

                  improvements, except those fixtures, improvements, equipment

                  and accessories relating to the Seller's environmental

                  remediation efforts, on the Land (collectively, the

                  "Improvements");



                           (c) all of Seller's right, title and interest in and

                  to any and all casements, rights of way, privileges, strips,

                  gores, development rights and income therefrom, declarations,

                  agreements or instruments affecting or in any way connected to

                  the Land and/or the Improvements;















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                           (d) all of Seller's right, title and interest in and

                  to all assignable contracts and agreements (collectively, the

                  "Operating Agreements"), relating to the upkeep, repair,

                  maintenance or operation of the Land, Improvements or Personal

                  Property, which will extend beyond the date of Closing and

                  which Purchaser elects to assume in its discretion, But

                  excluding all environmental contracts and agreements relating

                  to the ongoing remediation of the Property; and



                           (e) The fixtures, furniture and equipment

                  specifically identified on Exhibit B to be prepared by the

                  parties prior to the expiration of the Due Diligence Period.



                           (f) all of Seller's right, title and interest in and

                  to all lease agreements with existing tenants (collectively,

                  the "Lease Agreements"), summarized on Exhibit C attached

                  hereto.



         4. PRICE AND PAYMENT.



         (a) The purchase price of the Property is FIFTY ONE MILLION DOLLARS

($51,000,000.00) (the "Purchase Price") which shall be paid subject only to the

adjustments and apportionments provided in this Agreement.



         (b) On the execution and delivery of this Agreement for which this is a

receipt, Purchaser shall pay directly to Seller a contract fee in the amount of

FIFTY THOUSAND DOLLARS ($50,000.00) (the "Contract Fee") in non-refundable

funds, subject to the provisions hereinafter set forth, and to Stewart Title

Insurance Company at 1055 Parsippany Boulevard, Parsippany, New Jersey 07054, as

escrowee (the "Escrowee") to be held in an interest bearing trust account, the

sum of FOUR HUNDRED FIFTY THOUSAND DOLLARS ($450,000.00)(the "Initial Deposit")

to be held in escrow pursuant to this Agreement. If at any time during the Due

Diligence Period (as hereinafter defined), the Purchaser has notified the Seller

that the Purchaser intends to cancel the Agreement under Section 7, the entire

Initial Deposit plus accrued interest shall be promptly refunded to the

Purchaser and this Agreement shall be void. The Seller shall retain the Contract

Fee. The Purchaser shall thereafter have no further legal or equitable interest

in the property, and the parties hereto shall have no further obligation or

liability under the terms of this Agreement.







                                       2









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                           (i) If, however, the Purchaser does not cancel this

         Agreement in writing during the Due Diligence Period, the Initial

         Deposit shall be deemed non-refundable (the "Due Diligence Payment"),

         subject, however, to the terms of this Agreement hereinafter set forth,

         and the transfer of such funds by Escrowee into a separate sub-account

         established for the benefit of Seller (the "Sub-Account"). The

         Purchaser shall be given credit against the Purchase Price at the

         closing for the Contract Fee and the Due Diligence Payment. In

         addition, the Purchaser shall deposit an additional sum of TWO MILLION

         FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00) (the "Second Deposit") on

         the expiration of the Due Diligence Period with Escrowee to be held in

         escrow pursuant to the terms hereof. If the Purchaser closes title in

         accordance with this Agreement, Seller shall be entitled to the

         interest on the Initial Deposit and the Second Deposit (collectively

         "the Deposit"). The Deposit shall be non-refundable subject, however,

         to Article 12 hereof, and unless Seller fails to deliver the Property

         in accordance with the requirements hereof or otherwise defaults

         hereunder.



                           (ii) If Purchaser shall not close title for any

         reason, other than a breach of this Agreement, the Seller and Purchaser

         shall equally share in the accrued interest on the Deposit. If either

         party should intentionally breach the terms of this Agreement, the

         non-breaching party shall be entitled to all interest on the Deposit.

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