Agreement Of Purchase And Sale

Agreement of Purchase and Sale

Transtech Industries, Inc.
Exhibit No. 10(bd)


                 AGREEMENT OF PURCHASE AND SALE


       AGREEMENT made as of the 17th day of May, 2001, by and
between TRANSTECH INDUSTRIES, INC., a Delaware corporation
("Transtech"), BIRCHCREST, INC., a New Jersey corporation
("Birchcrest"), and KINSLEY LANDFILL, INC., a New Jersey
corporation ("Kinsley"), all having an address at 200 Centennial
Avenue, Piscataway, New Jersey 08854 (collectively hereinafter
referred to as "Seller") and BWF DEVELOPMENT, LLC, a New Jersey
limited liability company, having an address at 140 Mountain
Avenue, Springfield, New Jersey 07081 ("Purchaser").

                      W I T N E S S E T H:

       WHEREAS,      Birchcrest and Kinsley are wholly-owned
subsidiaries of, and are wholly controlled by, Transtech; and

       WHEREAS, Transtech owns the property known as Block 387.01
Lot 71, and Birchcrest owns the property know as Block 387.01 Lot
77, and Kinsley owns the property known as Block 387.01 Lots 64,
65, 70 and 72, all on the Tax Map of Deptford Township, Gloucester
County, New Jersey; and

       WHEREAS, the aforesaid parcels comprise all of the property
that is the subject of this Agreement; and

       WHEREAS, the parties desire to enter into this Agreement on
the terms and conditions herein stated.

       NOW, THEREFORE, in consideration of the foregoing and in
consideration of other good and valuable consideration herein
stated, the parties agree as follows:

       1.  Agreement of Purchase and Sale.  Subject to the terms
and conditions of this Agreement, Seller agrees to sell and convey
to Purchaser and Purchaser agrees to purchase from Seller, all
those certain parcels of unimproved land, lying, being and situated
at Routes 47 and 41, in the Township of Deptford, Gloucester
County, New Jersey, and designated as Block 387.01, Lots 65, 71,
72, 77 and part of 64 and 70, on said municipality's Tax Maps and
containing approximately fifty-five (55) acres of land beyond the
limits of the abutting landfill, as more particularly described on
Exhibit "A" to be attached hereto ("Land") together with any and
all (a) improvements upon the Land;  (b) easements, rights-of-way,
privileges and appurtenances, and rights to the same, belonging to
and inuring to the benefit of the Land;  (c) right, title and
interest, if any, of Seller in and to any land lying in the bed of
any street, road or avenue, opened or proposed, in front of or
adjoining the Land to the center line thereof;  (d) right, title
and interest of Seller in and to any award made or to be made in
lieu thereof and in and to any unpaid award for damage to the Land
by reason of change of grade of any street;  (f) right, title and
interest, if any, of Seller in and to any sewage, water and/or
other utility allocation made in respect of the Land by any body or
agency responsible for same; and (g) right, title and interest, if
any, of Seller in and to any governmental approvals relating to the
Land (collectively, the "Premises");  Seller shall execute and
deliver to Purchaser, at closing of title, or thereafter on demand,
all proper instruments for the conveyance of such title and the
assignment and collection of any such award.

       2.  Purchase Price.  The purchase price ("Purchase Price")
for the Premises shall be Two Million five Hundred Thousand
($2,500,000.00), based upon fifty-five (55) acres being conveyed at
$45,454.54 per acre. In the event that an accurate survey (to be
provided by Purchaser) reveals that the actual amount of acreage is
more or less than fifty-five (55) acres, the Purchase Price shall
be increased or reduced .pro rata as the case may be based on the
aforesaid price per acre.  The Purchase Price shall be paid as
follows:

      (a) Purchaser shall pay to Chicago Title Insurance Company
("Escrow Agent") the sum of Fifty Thousand ($50,000.00) Dollars
(the "Deposit) in the following manner:  Twenty Five Thousand
($25,000.00) Dollars shall be paid upon receipt of a fully-executed
original of this Agreement and Seller's executed W-9 form;  an
additional Twenty-Five Thousand ($25,000.00) Dollars shall be paid
upon receipt of a use variance, and expiration of the applicable
appeal period therefrom, permitting the site to be used as a retail
shopping center.  Purchaser shall make periodic payments (the
"Payments") to Seller (which shall be released by Escrow Agent from
the Deposit until depleted, and thereafter shall be made directly
by Purchaser), which Payments shall commence upon the earlier of
twelve (12) months from the date of this Agreement or expiration of
the appeal period following receipt of the use variance, as
follows: Twenty-Five Hundred ($2,500.00) per month for six (6)
months, then Thirty-Five Hundred ($3,500.00) Dollars per month for
the next six months, then Five Thousand ($5,000.00) Dollars per
month until closing.  All Payments shall be nonrefundable and shall
be credited against the Purchase Price, provided however,that if
the Closing is delayed through no fault of Seller beyond two (2)
years from the date hereof, then only one-half (1/2) of such
Payments that fall due after the second anniversary hereof shall be
credited against the Purchaser Price.  Any remaining portion of the
Deposit held by Escrow Agent, together with all interest earned on
the Deposit,shall be released to Seller at Closing and shall be
credited against the Purchase Price. In the event of termination by
Purchaser in accordance with this Agreement, all interest accrued
on the Deposit shall be paid to Purchaser.

       (b) The balance of the Purchase Price (subject to the
Closing pro-rations of taxes, utilities and other items customarily
adjusted in similar transactions) less any sums heretofore paid on
account of the Purchase Price, including the Deposit and the
Payments shall be paid upon delivery of the Deed, by federal wire
transfer to the order of Seller or to any other payee designated in
writing by Seller prior to Closing.

       3.  Closing.  The closing of title (Closing") shall be held
at a location in New Jersey designated by any lender granting a
mortgage to Purchaser or at the offices of Purchaser's title
company, forty-five (45) days after all Required Approvals have
been obtained, which the parties anticipate to be eighteen (18)
months after receipt of the use variance ("Closing Date").
Notwithstanding the foregoing, the Closing Date may be extended two
(2) times by Purchaser, each time for up to six (6) months, in the
event Purchaser has not received the Required Approvals and is
diligently pursuing same.  Purchaser may also accelerate the
Closing Date by sending a written notice to Seller setting an
earlier Closing Date, which date shall be no earlier than thirty
(30) days from the date of such notice, provided however, that in
the event of such accelerated closing, Seller shall take title to
the Premises subject to the Existing Tenancies, as defined in
section 18(n) below.  In the event that Closing has not occurred
after expiration of the aforesaid extensions, Seller shall have the
right to terminate this Agreement and retain all Payments made by
Purchaser.


       4.  Due Diligence.

           a.  Purchaser shall have a period of  one hundred and
twenty (120) days from the date of this Agreement to perform
initial due diligence on the Premises (the "Due Diligence Period").
Seller shall use best efforts to deliver to Purchaser within ten
(10) days of the date hereof, but in no event later than
forty-five (45) days from the date hereof, to the extent that such
items are in the possession of Purchaser, its affiliates and
representatives, the following: (i) complete copies of any title
insurance policies, reports or commitments, together with copies of
all title documents, surveys, instruments, liens, encumbrances or
other items referred to in such title policies, reports or
commitments, (ii) copies of all certificates, licenses, permits,
authorizations and approvals issued in respect of the Premises by
all governmental or municipal authorities having jurisdiction,
(iii) copies of all notices, correspondence and other documentation
sent or issued by all governmental or municipal authorities having
jurisdiction with respect to Violations (as hereinafter defined),
Pollutants (as hereinafter defined), and the  New Jersey Department
of Transportation, (iv) soil logs, environmental reports and
similar information with respect to the soil conditions of the
Premises, and the presence of any solid waste or buried debris, and
the presence of any above ground or underground storage tanks, and
the presence of any toxic, radioactive or environmentally hazardous
substances or pollutants, including without limitation, any
pollutants defined as hazardous or toxic by any Federal, state or
local law, statute, ordinance or regulation collectively,
"Pollutants"), (v) all plans and specifications and other
documentation relating to any underground installations servicing
or passing through the Premises, including, without limitation, all
documents relating to utilities currently servicing or proposed for
the Premises and any agreements with such utilities relating to the
Premises, (vi) all leases and related agreements affecting the
Premises (including leases and agreements relating to the Existing
Tenancies),  (vii) all agreements, commitments and contracts with
any party, agency, board, utility or entity that may affect the
Premises, and (viii) notices, correspondence and other
documentation related to any applications by surrounding property
owners or users for governmental permits or approvals.

           b.  During the term of this Agreement, Purchaser and its
designees at their own risk and sole cost and expense shall have
the right, but not the obligation, to enter upon the Premises for
the purpose of inspecting and making surveys and studies of the
same, conducting test borings and other surface and subsurface soil
and groundwater tests and architectural, engineering, marketability
and environmental tests, plans and studies (collectively,
"Feasibility Studies") related to Purchaser's evaluation and
development of the Proposed Development (as hereinafter defined) as
Purchaser, in its sole discretion deems necessary or advisable,
including, without limitation, tests and studies of the Premises
sufficient to determine whether there are any Pollutants located on
or beneath the surface of the Premises or any contiguous property,
provided however, that Purchaser shall not conduct any invasive
testing, such as soil borings or groundwater sampling, of the
Premises without first obtaining Seller's written consent.  If
Seller does not respond within seven (7) business days to a request
by Purchaser for permission to conduct a test, Seller's consent
shall be deemed automatically given. Purchaser and its designees
shall also have the right to erect signs, subject to Seller's
consent as to their size, nature, location and wording, on the
Premises informing the public of the Proposed Development.
Purchaser agrees to indemnify and hold Seller harmless from any and
all claims and demands which may be made by reason of Purchaser or
its designees entering onto or erecting signage on the Premises for
the above purposes.  Damage to the Premises, if any, caused by
Purchaser or its designees shall be promptly restored by Purchaser
at its expense.  In the event that Purchaser damages the Premises
during the pendency of the Agreement and same is not remedied by
Purchaser within a reasonable time, then Seller may, at Purchaser's
cost, repair the damage and require the Escrow Agent to reimburse
Seller its reasonable costs in connection therewith from the
escrowed funds.  Purchaser shall provide Seller with an insurance
certificate confirming that Seller is a named insured under an
insurance policy issued by a reputable company authorized to do
business in New Jersey and providing for liability coverage in an
amount not less than one million dollars ($1,000,000), which
coverage shall be applicable only to the Premises.

           c. If Seller receives any notice of any kind relating to
the Premises during the term of this Agreement, Seller shall
immediately deliver a copy of such notice to Purchaser.

           d.  Purchaser's objections to the environmental
condition of the Premises shall be governed by paragraph 16 below.


       5.  Proposed Development and Required Approvals.

           (a)  Purchaser anticipates developing the Premises as a
shopping center containing at least five hundred thousand (500,000)
square feet (the "Proposed Development").  Purchaser shall have the
right to prepare plans and specifications for the Proposed
Development and apply to all governmental and municipal authorities
having jurisdiction over the Premises and the Proposed Development
including, without limitation, planning and zoning boards,
environmental agencies, building and highway departments,
Department of Transportation (including, without limitation, those
needed for curb cuts and access to and egress from the Proposed
Development to adjacent public roadways, drainage and for traffic
lights and other means of traffic control), site plan, wetlands,
environmental and all other permits, licenses and approvals,
whether or not in the contemplation of the parties which shall be
required for the construction, maintenance and operation of the
Proposed Development (collectively, "Required Approvals").  A
Required Approval shall be deemed received when the rights, if any,
of third parties and governmental authorities to appeal the
issuance of same shall have expired.  If a Required Approval shall
be refused by a governmental authority, Purchaser shall not be
required to appeal or otherwise contest such decision and Purchaser
shall have the right to terminate this Agreement in which case the
Deposit shall be immediately refunded to Purchaser, less the
portion of the Deposit that is nonrefundable, and the parties shall
have no further rights and obligations under this Agreement.
Seller shall, at no cost to itself  but without charge to
Purchaser, cooperate fully with Purchaser with respect to any and
all applications, proceedings and appeals made or prosecuted by or
on behalf of Purchaser in connection with any of the foregoing and
shall execute promptly any and all documents, instruments, consents
and authorizations requested by Purchaser which shall be necessary
or desirable with respect thereto. Seller shall cooperate with
Purchaser and, at no cost to Seller, shall execute all easements,
applications and agreements required by Purchaser in connection
with obtaining government approvals, provided however, that such
easements and agreements encumbering the land shall not become
effective until the Closing.  Purchaser shall furnish to Seller on
a timely basis copies of all reports, studies and notices of
meeting regarding the Required Approvals.

           (b)  After the expiration of Due Diligence, Purchaser
shall promptly submit an application to the municipality of
Deptford (and to any other authority having jurisdiction over use)
for use variance (which may include a concept site plan) permitting
the Premises to be used as a retail shopping center.  Purchaser
shall proceed expeditiously and diligently in all respects to
obtain said use variance.  In the event that Purchaser has not
received the unappealable use variance within one (1) year after
the date hereof, either party shall have the right to terminate
this Agreement upon written notice to the other.  Notwithstanding
such termination by Seller, Purchaser shall have the option, to be
exercised by written notice to Seller within fifteen (15) days of
receipt of Seller's termination notice, to override Seller's
termination, and to proceed with the contract and waive the use
variance contingency.  Together with Purchaser's override and
waiver notice, Purchaser shall deliver its election to close title
within forty-five (45) days from the date of Purchaser's notice,
and the parties shall proceed to Closing on such date (the "Early
Closing Date") in accordance with all other terms and conditions of
this Agreement. Notwithstanding the foregoing, in the event the
Purchaser obtains the use variance prior to the Early Closing Date,
Purchaser shall have the right to cancel the Early Closing Date and
reinstate the time periods and Closing Date set forth in Paragraph
3 above.  In the event that an appeal is filed as to the use
variance, however, this contingency shall be extended and the other
time periods set forth herein shall be tolled, pending resolution
of the appeal, provided that  (i) all Payments shall continue
during the pendency of such appeal, (ii)  in no event shall the
tolling exceed two (2) years, and (iii)  either Seller or Purchaser
may terminate this Agreement upon denial of the appeal by an
appellate division court or after two (2) years from the filing of
the appeal.  Purchaser shall not be obligated to contest any such
appeal, and if the variance is overturned on appeal or if Purchaser
decides not to contest the appeal, Purchaser shall have the right
to terminate this Agreement and receive a refund of the Deposit,
but not any Payments released from the Deposit to Seller.

           (c)  After Purchaser's receipt of a use variance,
Purchaser will promptly submit an application for preliminary and
final site plan approval to the municipality.  At the same time,
Purchaser will apply for subdivision approval for Lots 64 and 70,
so that separate lots are created for the portions of those lots to
be conveyed to Purchaser that are outside of the limits of the
adjacent landfill and landfill buffer zone, and outside the limits
of any wetlands and wetland transition zones located on property to
be retained by Seller.  Purchaser shall the right to obtain a
Letter of Interpretation from the NJDEP identifying and delineating
wetlands at the property, and shall have the right to develop a
wetlands transition area averaging plan for the purpose of
establishing the boundaries of the Premises.  Purchaser's
subdivision plan delineating Lots 64 and 70 shall be subject to
Seller's reasonable consent.

           (d)  Seller shall grant easements to Purchaser upon its
other properties located along Routes 55 and 47, as Purchaser shall
reasonably require for signage commensurate with the scope of the
Proposed Development and for electric service for such signs, for
nominal consideration and upon otherwise standard terms and
conditions.  Such signage, including the size, location and wording
thereof, as well as the location of electric service for same,
shall be subject Seller's reasonable approval and to all applicable
laws and ordinances.  In addition, such signage and the location of
electric service for same shall be subject to relocation by Seller,
at Purchaser's cost, using commercially reasonable efforts to
maintain the visibility of such signage, in the event that the
location conflicts with Seller's development plans for its property
or is required for Seller to be in compliance with its landfill
closure plans.

           (e)   Seller shall grant easements to Purchaser for
ingress and egress from the Premises across Lot 57 to Route 47,
subject to Seller's reasonable approval as to size, location and
number, and subject to any existing wetlands and similar
constraints, as well as to all laws and ordinances, for nominal
consideration and upon otherwise standard terms and conditions, and
subject to relocation by Seller, at Purchaser's cost, using
commercially reasonable discretion, in the event that the location
of such easement(s) conflicts with Seller's development plans for
its property or is required for Seller to be in compliance with its
landfill closure plans .

       6.  Conditions Precedent.  Purchaser's obligation to pay the
Purchase Price and to accept delivery of the Deed on the Closing
Date are subject to the following conditions precedent
("Conditions") being fully satisfied as of the Closing Date:

           (a)  Seller shall have and shall deliver to Purchaser
good and marketable title to the Premises, free and clear of all
liens, encumbrances, easements, restrictions, covenants or other
exceptions, except the Permitted Encumbrances (as hereinafter
defined); Seller shall have the right to satisfy any mortgage or
other monetary lien out of the sales proceeds due at the Closing.

           (b)  The Premises shall be vacant and unoccupied, except
for the Existing Tenancies in the event the Closing Date is
accelerated by Purchaser, and free of Pollutants, except Pollutants
to which Purchaser is deemed to have waived objection pursuant to
Paragraph 4 above;

           (c)  Seller shall deliver to Purchaser all of the
documents, instruments and other items required by this Agreement
and as otherwise reasonably required by Purchaser.

           (d)  All real estate taxes, franchise taxes and all
other applicable charges shall have been paid up to the Closing
date.

           (e)  Purchaser shall have received the Required
Approvals, except that issuance of a building permit(s) shall not
be a condition precedent to Closing.

           (f)  All contingencies set forth herein shall have been
satisfied or waived in writing.

           (g)  All material representations by Seller herein shall
be true and accurate as of the Closing Date.

       Purchaser shall have the right to waive the satisfaction, in
whole or in part, of any of the foregoing Conditions, but no waiver
shall be effective unless same is in writing and duly executed by
Purchaser.

       7.  Termination Rights.  If Purchaser determines, in
Purchaser's sole and absolute discretion, at any time during the
term of this Agreement, that Purchaser's acquisition of the
Premises or the Proposed Development is not feasible for any reason
whatsoever, Purchaser shall have the right to terminate this
Agreement by providing notice to Seller.  Upon such termination,
Purchaser shall deliver to Seller copies of all studies and reports
regarding the Premises, which obligation shall survive termination.

Upon the issuance of such notice this Agreement shall be deemed
terminated, null and void. In the event this Agreement is
terminated prior to the expiration of the Due Diligence Period the
Deposit shall be promptly refunded to Purchaser.  If Purchaser does
not terminate this Agreement prior to the expiration of the Due
Diligence Period, Seller shall provide Purchaser with a notice
affording Purchaser ten (10) days within which to either affirm or
terminate this Agreement.  If Purchaser terminates this Agreement
pursuant to the notice or fails to respond to the notice within the
ten (10) day period, the Deposit shall be immediately refunded to
Purchaser and this Agreement shall become null and void.
Purchaser's right to terminate during the Due Diligence Period and
receive a refund of the Deposit shall be extended until such time
as Seller provides Purchaser with such ten (10) day notice as
described above.  If Purchaser affirms this Agreement in response
to the ten (10) day notice, and subsequently terminates this
Agreement, then, provided Seller is not in default, the portion of
the Deposit that is non-refundable shall be released to Seller, and
the balance of the Deposit shall be immediately refunded to
Purchaser.  Upon return of the Deposit to Purchaser or release of
the non-refundable portions of the Deposit to Seller and the
balance of the Deposit to Purchaser, as set forth above, the
parties shall be relieved of all further obligations hereunder,
except as expressly provided herein.

       8.  Condemnation.  If prior to the Closing Date any action
or proceeding shall be threatened or commenced for the taking of
all or any part of the Premises or the access thereto, pursuant to
the power of eminent domain or otherwise, Seller shall forthwith
give prompt written notice thereof to Purchaser.  Purchaser at its
option may cancel this Agreement at any time thereafter by written
notice to Seller; upon the giving of such notice (a) this Agreement
shall be null and void and of no further force and effect, and (b)
neither party shall have any further liability hereunder. The
foregoing right of cancellation shall not apply to any taking or
condemnation for the purpose of road widening, in which event the
Agreement shall remain in full force and effect, and Purchaser
shall, at Closing, be entitled to all condemnation awards resulting
from such taking.  Should Purchaser not elect to terminate this
Agreement, (i) Purchaser shall have the absolute right, at Closing,
to receive all condemnation awards in respect of the Premises and
to unilaterally make all decisions and take any and all action
relating to the condemnation proceeding, (ii)  Seller shall not
settle or compromise any condemnation proceeding or award or take
any other action relating to the proceeding without Purchaser's
prior written consent, not to be unreasonably withheld or delayed,
and (iii)  Seller shall convey to Purchaser on the Closing Date
that part of the Premises not taken without any abatement in the
Purchase Price.

       9.  Closing Documents.  (A)  At or prior to the Closing,
Seller, at its sole cost and expense, in addition to any other
documents required under this Agreement, shall execute and deliver
to Purchaser, in form and content reasonably acceptable to counsel
for Purchaser, Purchaser's title insurance company and counsel for
Purchaser's lender, the following:

           (a)  A Bargain and Sale Deed with covenants against
grantors acts ("Deed") with metes and bounds description of the
Premises conveying to Purchaser good, marketable fee simple title
to the Premises, insurable at regular rates by a reputable title
company authorized to do business in the State of New Jersey,
subject only to the Permitted Encumbrances, properly executed
(without power of attorney) and acknowledged in form for recording;

           (b)  From the proceeds of Closing, checks to the order
of the appropriate officers in payment of all applicable real
property transfer taxes and fees, including, without limitation,
the realty transfer fees, and any required tax returns in
connection therewith executed by Seller;

           (c)  An affidavit of Non-Foreign Status and IRS form
1099;

           (d)  All current original receipted real estate tax
bills (including any roll back taxes that may become due which
shall be paid by Seller at Closing), water and sewer charge bills,
if any, and bills for any other municipal impositions or
assessments;

           (e)  Such customary affidavits as Purchaser's title
insurance company shall reasonably require in order to omit from
its title insurance policy all exceptions for judgments,
bankruptcies or other returns against persons or entities whose
names are the same as or similar to Seller's name, and such other
documents or instruments as may be reasonably required by such
title insurance company in order for Seller to convey to Purchaser
title to the Premises free and clear of all liens and encumbrances
except for the Permitted Encumbrances;

           (f)  Such evidence as shall be reasonably requested by
and acceptable to Purchaser and Purchaser's counsel of the
authority of Seller and of the persons or parties executing this
Agreement and all closing documents on behalf of Seller to enter
into and consummate this Agreement and to execute and deliver all
documents necessary to consummate the transaction described in or
contemplated by this Agreement;

           (g)  A closing settlement statement; and

           (h)  A Letter of Non-Applicability and/or such other
NJDEP clearances that may be required by Paragraph 16 below.


       (B) At or prior to the Closing, Purchaser, at its sole cost
and expense, in addition to any other documents required under this
Agreement, shall execute and deliver to Seller, in form and content
reasonably acceptable to counsel for Seller, the following:

           (a) Corporate resolutions and such evidence of
Purchaser's authority to consummate this transaction;

           (b)  A closing settlement statement; and

           (c)  The consideration; and

           (d)  Any other documents reasonably required to
consummate the transaction described in this Agreement.


       10. Payment of Assessments, Rollback Taxes.  If on the
Closing Date the Premises or any part thereof shall be or shall
have been affected by an assessment or assessments which are or may
become payable in annual installments, of which the first
installment is then a charge or lien, or has been paid, then for
the purposes of this Agreement all the unpaid installments of any
such assessment, including those which are to become due and
payable after the Closing Date, shall be deemed to be due and
payable and to be liens upon the Premises affected thereby and
shall be paid and discharged by Seller.  In the event that all or
any portion of the Premises is subject to reduced real estate taxes
as farmland, forest, "green space" or otherwise, the Seller shall
be obligated to pay all rollback or retroactive real estate taxes,
whether imposed at or subsequent to Closing, due to a change in
ownership or use of the Premises.  In addition, Seller shall
provide Purchaser with copies of all applications and documentation
related to such reduced assessment, and Purchaser shall have the
option to receive at closing an assignment from Seller of all its
right, title and interest in any farmland or woodlands management
plan, contracts with any farmers, foresters or loggers, and similar
instruments related to maintaining such reduced assessment.

       11.  Violations.  All violations of law, ordinances, orders
or other governmental requirements against or affecting the
Premises ("Violations") on the Closing Date  shall be corrected by
Seller and the Premises shall be conveyed free of same.  Seller
shall furnish to Purchaser an authorization to make the necessary
searches for any such Violations.  If Seller shall receive any
notice of Violation during the term of this Agreement, it shall
furnish a true copy of same to Purchaser promptly after receipt by
Seller.  If any such Violation shall in Purchaser's opinion,
reasonably exercised, or in the opinion of Purchaser's counsel,
constitute an impediment to Purchaser's application for the
Required Approvals, Seller promptly after written request by
Purchaser shall perform such work as shall be required to cure and
shall cause the Violation to be removed.  In the event such
Violation cannot be removed then Purchaser shall have the right to
terminate this Agreement and Seller shall immediately thereafter
refund to Purchaser all Payments made by Purchaser in connection
with this Agreement.

       12.  Exceptions to Title.  (a)  Within sixty (60) days of
the date hereof, Purchaser shall cause a title company to issue to
Purchaser a title report.  Within thirty (30) days thereafter,
Purchaser shall examine title to the Premises and issue to Seller
the list of permitted encumbrances (collectively "Permitted
Encumbrances").  Within ten (10) days receipt of such list, Seller
shall notify Purchaser if it accepts such Permitted Encumbrances.
If Seller accepts such Permitted Encumbrances, then title to the
Premises shall be conveyed to Purchaser subject only to such
Permitted Encumbrances.  If Seller rejects such Permitted
Encumbrances, Seller shall indicate to Purchaser within ten (10)
days receipt of Purchaser's notice of the permitted encumbrances
all changes that are acceptable to Seller.  Thereafter, Purchaser
shall have twenty (20) days to either accept the amended Permitted
Encumbrances or terminate this Agreement, in which case,
notwithstanding anything to the contrary in this Agreement, the
Deposit, the Payments and all monies paid by Purchaser to Seller on
account of this Agreement, if any, shall be refunded to Purchaser.

           (b)  After the date of this Agreement, Seller shall not
further encumber the Premises with any mortgage or encumbrance, the
amount of which, when aggregated with all other mortgages,
judgments and other monetary liens affecting the Premises,including
any projected clean-up costs payable by Seller, would exceed
seventy-five (75%) of the Purchase Price of the Premises, nor shall
Seller enter into any agreement which creates exceptions to
marketable title.  If examination of title to the Premises shall
reveal one or more defects, encumbrances or other exceptions to
marketable title which are not Permitted Encumbrances, Seller shall
cause same to be removed on or before the Closing Date.  Seller
shall take whatever actions are necessary, including, without
limitation, payment of money, to deliver to Purchaser good,
marketable title to the Premises, subject only to the Permitted
Encumbrances.  Anything in this Agreement to the contrary
notwithstanding, if the examination of title shall reveal an
encumbrance or other exception to marketable title which can be
cured by the payment or deposit with a Court of money only (such as
a mortgage, mechanics lien, writ of attachment or judgment)
("Monetary Encumbrance") and Seller does not cure such Monetary
Encumbrance at or prior to the Closing, Purchaser shall have the
right to cure the title exception by deducting the amount required
to cure same from the balance of the Purchase Price due on Closing.

           (c)  If  Seller shall be unable to convey title to the
Premises in accordance with the provisions of this Agreement,
Purchaser, at its option, may either (i) accept such title as
Seller can convey without any reduction in the Purchase Price or
(ii) terminate this Agreement, in which event, notwithstanding
anything to the contrary in this Agreement, Seller shall
immediately refund to Purchaser all monies (including, without
limitation, the Deposit and the Payments) paid to Seller on account
of this Agreement and the costs of the survey and title searches.
Upon making such refund, neither party hereto shall have any
further rights, obligations or liabilities under this Agreement.


       13.  Default;  Liquidated Damages.

           (a) Seller's Default.  In the event that the sale of the
Premises fails to close as a result of default under this Agreement
by Seller of any term, provision or obligation on Seller's part to
be kept and performed, then Purchaser's sole remedies shall be to
sue for specific performance or to terminate this Agreement and
receive a refund of the Deposit and all Payments paid to Seller and
reimbursement of all reasonable and verifiable out-of-pocket
expenditures incurred relative to this transaction after execution
of this Agreement.  Notwithstanding anything contained herein to
the contrary, upon such termination all sums paid by Purchaser
including the Deposit and the Payments shall be immediately
refunded to Purchaser. Notwithstanding anything to the contrary
contained herein, (i) if Seller fails to perform any of its
monetary obligations hereunder, such failure shall not constitute
a default unless it continues beyond the expiration of fifteen (15)
days from Purchaser's written notification to Seller of same; and
(ii) if Seller fails to perform any of its nonmonetary obligations
hereunder, such failure shall not constitute a default unless it
continues beyond the expiration of thirty (30) days from
Purchaser's written notification to Seller of same, or if such
failure cannot reasonably be performed within thirty (30) days,
then beyond the expiration of such longer period as may be
reasonably required to perform, provided Seller promptly commences
and diligently pursues cure.

           (b) Purchaser's Default.  In the event of default under
this Agreement by Purchaser of any term, provision, or obligation
on Purchaser's part to be kept and performed, Seller, as its sole
and exclusive remedy at law or in equity, may terminate this
Agreement, in which event Seller shall as Seller's sole and
exclusive remedy, retain the Deposit and Payments, free from any
claim thereto whatsoever of Purchaser, as liquidated damages and
not as a penalty or forfeiture, and neither party hereto shall have
any further rights, obligations or liabilities under this Agreement
(except such thereof as, by the terms of this Agreement,
specifically survive a termination hereof).  Notwithstanding
anything to the contrary contained herein, (i) if Purchaser fails
to perform any of its monetary obligations hereunder, such failure
shall not constitute a default unless it continues beyond the
expiration of fifteen (15) days from Seller's written notification
to Purchaser of same; and (ii) if Purchaser fails to perform any of
its nonmonetary obligations hereunder, such failure shall not
constitute a default unless it continues beyond the expiration of
thirty (30) days from Seller's written notification to Purchaser of
same, or if such failure cannot reasonably be performed within
thirty (30) days, then beyond the expiration of such longer period
as may be reasonably required to perform, provided Purchaser
promptly commences and diligently pursues cure.

       14. Liquidated Damages.  It is understood and agreed by the
parties hereto that such actual damages as Seller may suffer in the
event of a default by Purchaser as described herein would be
extremely difficult and impracticable to ascertain, and that the
payments referred to above is the parties' best current estimate of
such damages.

       15.  Broker.  Seller and Purchaser each warrant to the other
that it has not dealt with any real estate broker, finder or agent
in connection with this Agreement or the Premises, other than NAI
Mertz, who shall be paid by Seller pursuant to a separate
agreement. Purchaser and Seller each agrees that it shall indemnify
and hold the other harmless against any claims or damages
including, without limitation, attorney's fees and court costs,
based upon the indemnifying party's dealings with any Broker or
party acting as such.

       16.  Environmental.   (a)  At or prior to Closing, Seller
shall provide a Letter of Non-Applicability from the New Jersey
Department of Environmental Protection ("NJDEP"), confirming that
the sale of the Premises is not subject to the Industrial Site
Recovery Act, N.J.S.A. 13:1K-6 et seq. ("ISRA").  Alternatively, in
the event that the sale of the Premises is subject to ISRA, except
as otherwise provided herein, Seller shall perform at its sole
expense all actions necessary to achieve ISRA compliance, and
Seller shall provide to Purchaser, at or prior to Closing, a No
Further Action letter or other satisfactory documentation of
compliance with ISRA from NJDEP.  Seller shall continuously and
promptly provide to Purchaser copies of all submissions to NJDEP
and all communications from NJDEP related to ISRA compliance.

           (b)  At or prior to Closing, Seller shall provide any
approvals or permits that may be required by NJDEP in order to sell
the portion of the Premises that was formerly part of Seller's
other property containing the landfill.

           (c) At or prior to the expiration of the Due Diligence
Period, Purchaser shall advise Seller in writing of any and all
objections Purchaser may have regarding the environmental condition
of the Premises.  Seller shall have no obligation to repair or
correct any environmental condition raised by Purchaser, other than
as specifically set forth in this Agreement.  If the estimated cost
to correct or remediate the conditions raised by Purchaser shall be
less than Fifty Thousand ($50,000.00) Dollars (exclusive of the
amount of any bonds required by the NJDEP to secure clean-up), then
Seller shall perform such remediation at its sole expense prior to
Closing and provide a No Further Action letter from the NJDEP
confirming satisfactory remedition, or Purchaser, at its option,
may take a credit against the Purchase Price at Closing for the
estimated cost of clean-up as agreed by the parties.  If the
estimated cost to correct or remediate the conditions identified by
Purchaser shall exceed $50,000.00 (exclusive of the amount of any
bonds required by the NJDEP to secure clean-up), then Seller shall
have the right to terminate this Agreement upon notice to
Purchaser, provided however, that Purchaser shall have the right to
override the termination and receive a $50,000.00 credit against
the Purchase Price at Closing.  In the event of such override by
Purchaser, Purchaser shall hold Seller harmless from all
environmental conditions existing at the Premises.  Purchaser shall
be deemed to have waived objection to any condition of the Premises
(including but not limited to environmental conditions) not raised
prior to the expiration of the Due Diligence Period.
Notwithstanding the foregoing, such waiver shall not apply to any
condition of the Premises that comes into existence after the Due
Diligence Period. In the event that this Agreement is not
terminated by Purchaser at the end of the Due Diligence Period,
then Purchaser shall take the Premises subject to any environmental
condition discovered by Purchaser and not disclosed to Seller
during the Due Diligence Period, except to the extent that the
environmental condition comes into existence after the Due
Diligence Period.  If the estimated cost to correct or remediate
the conditions raised by Purchaser shall exceed $50,000.00 and
Seller does not terminate this Agreement, then Seller shall perform
such remediation at its sole expense prior to Closing and provide
a No Further Action letter from the NJDEP confirming satisfactory
remediation.  Alternatively, at Seller's request and Seller's
direction, Purchaser shall have the option to perform the
remediation at Seller's expense prior to Closing, in which case
Seller shall grant Purchaser a first mortgage upon the Premises
(the "Pre-Closing Mortgage") as security for Seller's obligation to
pay for such remediation, which mortgage shall be in the amount of
one hundred and fifty (150%) percent of the estimated costs of
remediation, which shall include the total of all direct and
incidental costs of remediation, including without limitation, the
cost of studies, reports, experts, clean-up, monitoring, insurance,
NJDEP charges and/or damages, bonding and security (the "Total
Clean-up Costs"). The parties shall enter into a Memorandum of
Agreement ("MOA") with the NJDEP, which shall set forth a plan of
remediation, and name Purchaser as the ordered party, and Purchaser
shall perform the remediation in accordance with the MOA and post
any required bonds or security with the NJDEP, provided always that
the Total Clean-up Costs shall be borne and paid solely by Seller.
Upon issuance of a No Further Action letter and satisfactory
discharge of all obligations under the MOA, and payment by Seller
of all its payment obligations, Purchaser shall release and
discharge the Pre-Closing Mortgage.  As a further alternative, if
the estimated cost to correct or remediate the conditions raised by
Purchaser shall exceed $50,000.00 and Seller does not terminate
this Agreement, and such remediation cannot be completed prior to
Closing, then Purchaser shall have the option to assume the
responsibility to perform the remediation after the Closing, at
Seller's sole cost, in which event the parties shall enter into an
MOA as described above and Purchaser shall perform the remediation
in accordance with the MOA, provided always that the Total Clean-up
Costs shall be borne and paid solely by Seller, which obligation
shall be secured by Seller taking back a mortgage on the Premises
at Closing (the "Post-Closing Mortgage") in the amount of one
hundred and fifty (150%) percent of the estimated Total Clean-up
Costs.  The amount of the Post-Closing Mortgage shall be a credit
against the Purchase Price at Closing, and the Post-Closing
Mortgage shall provide that any charge not paid in full by Seller
as it falls due and payable, may be paid by Purchaser on behalf of
Seller after thirty (30) days notice to Seller, and the outstanding
balance of the Purchaser Price and likewise the balance of the
Post-Closing Mortgage shall be reduced in the amount of any such
payment by Purchaser, including any late fees or fines imposed by
reason of Seller's nonperformance.  The Post-Closing Mortgage shall
further provide that it will be subordinated to Purchaser's
construction financing, if any, on the Premises, and that no
repayment of principal or payment of interest shall be due until
such time as the remediation is complete and the NJDEP has issued
a No Further Action letter confirming the completion of clean-up
and satisfactory discharge of all obligations under the MOA.  Upon
delivery of the No Further Action letter, Purchaser shall have a
period of forty-five (45) days to pay Seller the balance of the
Purchaser Price, as same may have been reduced by any Purchaser
payments made on behalf of Seller as described above, and the
Post-Closing Mortgage shall be discharged simultaneously therewith.

       17.  Assignment.  Purchaser shall have the right to assign
this Agreement and its rights hereunder to one or more entity owned
or controlled by the principals of Purchaser, provided that
Purchaser shall not be relieved of its obligations hereunder.

       18. Purchaser's Representations;  Seller's Representations;
Seller's Covenants Pending Closing.

           (a)    Purchaser's Representations.  Purchaser hereby
acknowledges and represents that neither Seller nor any person or
party on behalf of Seller has made any representation of any nature
whatsoever not specifically set forth in this Agreement upon which
Purchaser has relied in entering into this Agreement or upon which
Purchaser shall rely in consummating the transactions described in
or contemplated by this Agreement; and Purchaser further
acknowledges and represents that it has not been induced to execute
this Agreement by any act, statement, representation, warranty,
covenant, undertaking, agreement or promise of Seller or any agent
of Seller except by such representations, warranties, covenants and
agreements as are expressly set forth in this Agreement.

           (b)  Seller's Representations.  Seller hereby represents
and warrants to Purchaser as to the following matters, each of
which is so warranted to be true and correct as of the date hereof,
shall, as a condition to Purchaser's obligations hereunder, be true
and correct on the Closing Date:

               a.  To the best of its knowledge, Seller is the sole
owner of and has good, marketable title to the Premises subject
only to matters of record, which title was not obtained by adverse
possession or tax sale;

               b.  Seller has entered into no other agreement to
sell or lease the Premises, or any portion thereof or interest
therein; nor has it granted any option for the sale of the Premises
or any interest or portion thereof or right of first refusal with
respect thereto;

               c.  To the best of its knowledge, Seller has
received no written complaint or written notice of any violation of
any law, ordinance or governmental regulation or code affecting the
Premises which has not been corrected;

               d.  Seller has no knowledge of pending or
contemplated condemnation proceedings or assessments affecting the
Premises or any part thereof;

               e.  Seller is not now a party to any litigation, and
Seller knows of no litigation or threatened litigation or
insolvency proceeding, that could have a material adverse effect on
the title to the Premises or Seller's ability to convey same, and
Seller shall give to Purchaser prompt notice of the institution of
any such litigation prior to the Closing Date;

               f.  The execution, delivery  and performance by
Seller of this Agreement in accordance with its terms does not
violate the terms of  any contract, agreement, commitment, order,
judgment or decree to which Seller is a party or by which it is
bound;

               g.  Seller is not a "foreign person" as defined in
the Internal Revenue Code of 1986, as amended, and as contemplated
by the Foreign Investments in Real Property Tax Act (96   Stat.
2682),  as amended by the Deficit Reduction Act of 1984, including,
without limitation,  a  non-resident alien, a foreign corporation,
foreign partner or trust or a foreign estate,  and Seller  shall
deliver to Purchaser at closing a certification of such non-foreign
status;

               h. Intentionally deleted;

               i. To the best of Seller's knowledge, there are no
water, sewer or other utility restrictions affecting the Premises
imposed by any governmental, municipal or non-governmental
authority.

               j. To the best of Seller's knowledge, no portion of
the Premises has ever been used as a landfill or dumpsite, nor are
there any underground or aboveground storage tanks located thereon.

               k. To the best of Seller's knowledge, the Premises
is not located in a flood hazard zone and there are no
environmental conditions affecting the Premises that would have a
material negative impact upon the Premises.

               l. The Premises is not subject to any claim of
adverse possession or easement by prescription.

               m. Seller has full power and authority to enter into
and perform its obligations under this Agreement, and same will not
cause a violation or default under any other agreement or order by
which Seller is bound.

               n. There are no leases, tenancies, licenses or
occupancy agreements affecting the Premises other that the radio
tower leases, leases on the butler buildings, and the residential
leases for homes at the Premises (collectively, the "Existing
Tenancies"), as listed on the schedule of tenants attached hereto
as Exhibit C.    Other than the radio tower leases, the Existing
Tenancies shall be terminated by Seller prior to Closing, subject
to Paragraph 3 above.

               o. There  are two "butler" building located on the
Premises that are occupied by Seller for office use.   Seller, at
its option, shall remove the butler buildings from the Premises at
its own cost prior to Closing within ten (10) business days after
Purchaser's closing notice.

The foregoing representations shall be true and accurate as of the
date hereof and as of the Closing Date, and shall survive the
Closing of this Agreement.

       19. Seller's Covenants Pending Closing.  Seller covenants
and agrees that between the date hereof and the Closing Date:

           (a)  It shall not grant, create or suffer any rights in
any third parties affecting the Premises or any part thereof that
are not terminable upon notice by Seller, without the prior written
consent of Purchaser;

           (b)  Shall not construct any buildings, structures or
other improvements on the Premises;

           (c)  Shall pay all real estate taxes and other charges
affecting the Premises which may become a lien on the Premises;

           (d)  Shall not, without Buyer's prior written consent,
not to be unreasonably withheld,enter into, amend or extend any
leases affecting the Premises;

           (e)  Shall continue to maintain the Premises in its
customary manner.

       20. Binding Effect.  This Agreement shall inure to the
benefit of and bind the parties hereto and their respective legal
representatives, heirs, administrators, executors, successors and
assigns.

       21. Merger;  Amendment.

           (a) Merger.  This Agreement embodies the entire
agreement between the parties hereto with respect to the subject
matter hereof and supersedes any and all prior negotiations,
agreements and understandings, written or oral, formal or informal,
all of which are deemed to be merged herein.

           (b)   Amendment.  No termination or amendment of or
modification to this Agreement of any kind whatsoever shall be made
or claimed by Seller or Purchaser, and no notice of any extension,
change, modification or amendment made or claimed by Seller or
Purchaser (except with respect to permitted unilateral waivers)
shall have any force or be of any effect whatsoever, unless the
same is in writing and signed by Seller and Purchaser.

       22.  Pronouns.  All pronouns and nouns and any variations
thereof shall be deemed to refer to the masculine, feminine or
neuter, and the singular or plural, as the identity of the parties
or the sense of the context may require.

       23.  Legal Fees.   In the event that legal fees are incurred
in connection with an action to enforce this Agreement, the
prevailing party shall have the right, without limiting its other
rights and remedies, to reimbursement from the nonprevailing party,
of attorneys fees and court costs incurred in connection therewith.


       24. Invalidity.  If any term or provision of this Agreement
shall to any extent or for any reason be held invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this
Agreement shall be valid and enforceable to the fullest extent
permitted by law, subject to such modification hereof as may be
necessitated by such invalidity, illegality or unenforceability.

       25. Applicable Law;  Construction;  Joint and Several
Liability.

           (a)   Applicable Law.  This Agreement, and all questions
of interpretation hereof and all controversies hereunder, shall be
construed in accordance with and governed by the laws of the State
of New Jersey.

           (b)   Construction.  Neither party shall claim the
benefit of the legal principle that an agreement shall be construed
against the party which drafted such agreement, or on whose behalf
such agreement was drafted.

       26.  Notice.  Any notice, demand, request or other
communication made, given, required or permitted pursuant to this
Agreement shall be sufficient if it is (a) in writing, (b)
delivered either (i) personally against written receipt, or (ii)
mailed by certified or registered United States first-class mail,
return receipt requested, postage prepaid, (iii) delivered by a
nationally reputable overnight carrier service providing for
receipted delivery, or (iv) delivered by facsimile machine, with
written proof of receipt, with copy by first-class mail, and (c)
addressed to the party for whom intended, as follows:

       If to Seller:
                     Transtech Industries, Inc.
                     Attention:   President
                     200 Centennial Avenue
                     Suite 202
                     Piscataway, NJ 08854
                     FAX:  (732) 981-1856

       with copy to:
                     Edward S. Radzely, Esq.
                     Giordano, Halleran & Ciesla
                     125 Half Mile Road
                     P.O. Box 190
                     Middletown, NJ 07748
                     FAX:  (732) 224-6599


       if to Purchaser:

                     Stuart E. Wainberg
                     BWF Development, LLC
                     140 Mountain Avenue
                     Springfield, New Jersey  07081
                     FAX:  (973) 564-6595

       with a copy to:

                     David Baldauf, Esquire
                     BWF Development, LLC
                     570 Delaware Avenue
                     Buffalo, New York 14202
                     FAX:  (716) 886-2269

         Either party may designate by notice given to the other a
new address to which notices or other communications intended for
such party shall thereafter be given.  Unless otherwise stated in
this Agreement, a notice or other communication shall be deemed
given on the earliest of (a) the date actually received, or (b) the
date personally delivered against written receipt.

       27.  Calculation of Time.  Whenever in this Agreement a
period of time is stated as a number of days, it shall be construed
to mean calendar days; provided, however, that when any period of
time so stated would end upon a Saturday, Sunday or legal holiday,
such period shall be deemed to end upon the next day following
which is not a Saturday, Sunday or legal holiday.  The effective
date of this Agreement shall be the day upon which a fully-executed
original of this Agreement shall have been received by each party
hereto.

       28.  Waivers; Extensions.  No waiver of any breach of any
agreement or provision herein contained shall be deemed a waiver of
any preceding or succeeding breach thereof or of any other
agreement or provision herein contained.  No extension of time for
the performance of any obligation or act shall be deemed an
extension of time for the performance of any other obligation or
act.

       29.  [Intentionally Omitted].

       30.  Incorporation by Reference.  All documents,
instruments, schedules and other matters attached to this Agreement
as exhibits are specifically made a part hereof and incorporated
herein by the reference thereto in this body of this Agreement.

       31.  Captions.  Captions are used in this Agreement solely
for convenience of reference and shall neither be considered a part
of this Agreement nor affect the construction to be given any of
the provisions hereof.

       32.  Counterparts.  This Agreement may be executed in
duplicate originals, each of which shall be deemed an original.

       33. Confidentiality/Other Properties.  Seller agrees to keep
the terms and conditions of this Agreement confidential.  Under no
circumstances shall the price or other terms be disclosed privately
or publicly without the prior written consent of Purchaser.

       34.  Recording of Agreement.  Purchaser may, at its sole and
exclusive option, record A Notice of Agreement of Purchase and Sale
against the Premises.  Upon execution of this Contract, the parties
shall execute a Notice of Agreement and a Termination of Notice of
Agreement in the form of Exhibit B attached hereto and made a part
hereof.  The Termination of Notice of Agreement shall be held in
escrow by Seller's attorney, to be recorded only in the event of a
termination by Purchaser, or the occurrence of a default by
Purchaser and the expiration of any applicable cure period.  If
Purchaser records such Notice and subsequently terminates this
Agreement, Purchaser shall record a Notice of Termination of
Agreement of Purchase and Sale.

       35.  Moratoria.  In the event that any utility or
development moratoria are enacted, proposed or passed so as to
prohibit development then all time periods contained in this
Agreement shall be tolled and suspended until such time as the
moratoria are lifted and development is permitted to proceed.

       36. 1031 EXCHANGE. Purchaser may desire to exchange other
property of like kind and qualifying use within the meaning of
Section 1031 of the Internal Revenue Code of 1986, as amended and
the Regulations promulgated thereunder, for fee title in the
Premises which is the subject of this Agreement.  Purchaser
expressly reserves the right to assign its right but not its
obligations hereunder to a Qualified Intermediary as provided in
IRC Reg. 1.1031 (k)-1(g)(4) at any time on or before the Closing.
In such event Seller shall cooperate with Purchaser, at no cost to
Seller, in effectuating any such exchange.  Seller may desire to
exchange other property of like kind and qualifying use within the
meaning of Section 1031 of the Internal Revenue Code of 1986, as
amended and the Regulations promulgated thereunder, for fee title
in the Premises which is the subject of this Agreement.  Seller
expressly reserves the right to assign its right but not its
obligations hereunder to a Qualified Intermediary as provided in
IRC Reg. 1.1031 (k)- 1(g)(4) at any time on or before the Closing.
In such event Purchaser shall cooperate with Seller, at no cost to
Purchaser, in effectuating any such exchange.

       IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as of the date first above written.

                              BWF DEVELOPMENT, LLC
                              By: ________________________________

                                   Stuart E. Wainberg, Member

                              SELLER:
                              TRANSTECH INDUSTRIES, INC.
                              By: ________________________________

                              BIRCHCREST, INC.
                              By: ________________________________

                              KINSLEY LANDFILL, INC.
                              By: ________________________________



                           EXHIBIT  A
                       DESCRIPTION OF LAND
                        (to be supplied)






                            EXHIBIT B


                   NOTICE OF AGREEMENT OF SALE

Seller:     TRANSTECH, INC.; BIRCHCREST, INC., KINSLEY LANDFILL,
            INC. having an address at 200 Centenial Avenue,
            Piscataway, NJ 08854

Purchaser:  BWF DEVELOPMENT, LLC
            having an address at 140 Mountain Avenue, Springfield,
            NJ 07081

Date of Contract:    May___, 2001

Premises:   Block 387.01, Lots 65, 71, 72, 77 and part of 64 and
            70, as shown on the Tax Map of Deptford Township,
            Gloucester County, New Jersey.

Effect of Notice of Contract:  This Notice of Agreement of Sale is
entered into by the parties, and is to be recorded only to set
forth the Agreement of Sale as a matter of record.  Nothing
contained in this Notice shall be deemed to modify, amend, limit or
otherwise change any of the provisions of the Agreement of Sale
itself or the rights and obligations of the parties thereto as
provided therein.  In the event of any conflict or ambiguity
between the terms of this Notice and the terms of the Agreement of
Sale, the terms of the Agreement of Sale shall prevail. Reference
is hereby made to the Agreement of Sale for all the terms,
covenants and conditions thereof.


     IN WITNESS WHEREOF, Seller and Purchaser have duly executed
this Notice of Agreement of Sale as of the __ day of May, 2001.


Purchaser:                      BWF DEVELOPMENT, LLC
                                By:
                                Stuart E. Wainberg, Member



Sellers:
                                TRANSTECH INDUSTRIES, INC.
                                By: ______________________________


                                BIRCHCREST, INC.
                                By: _______________________________



                                KINSLEY LANDFILL, INC.
                                By: __________________________



STATE OF        )
                       SS.:
COUNTY OF       )

     On the ___ day of _____________, _____before me personally
came Stuart E. Wainberg, to me known, and known to me to be the
person who executed the foregoing instrument, and who, being duly
sworn by me did depose and say that he is a Member of BWF
Development, LLC, the company named in the within instrument and
that he executed same on behalf of such company.

                   ______________________

                       Notary Public

STATE OF              )
                        SS.:
COUNTY OF             )

 On the ___ day of _____________, 2001, before me personally came
__________________to me known, and known to me to be the person who
executed the foregoing instrument, and who, being duly sworn by me
did depose and say that he is the _________________ of
_______________ and that he executed the within instrument on
behalf of said corporation.

                   ______________________

                        Notary Public


STATE OF              )
                        SS.:
COUNTY OF             )

 On the ___ day of _____________, 2001, before me personally came
__________________ to me known, and known to me to be the person
who executed the foregoing instrument, and who, being duly sworn by
me did depose and say that he is the _________________ of
_______________ and that he executed the within instrument on
behalf of said corporation.

                    ______________________

                        Notary Public


STATE OF              )
                         SS.:
COUNTY OF             )

 On the ___ day of _____________, 2001, before me personally came
__________________ to me known, and known to me to be the person
who executed the foregoing instrument, and who, being duly sworn by
me did depose and say that he is the _________________ of
_______________ and that he executed the within instrument on
behalf of said corporation.
                      ______________________

                         Notary Public



                           EXHIBIT "C"
                       EXISTING TENANCIES
                        (to be supplied)