Sample Business Contracts


Pennsylvania-Solebury Township-6805 Route 202 Agreement Of Purchase and Sale Of Real Property - Tel-Save Inc. and Jimlew Capital LLC


                                                                           FINAL


                 AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY

              THIS  AGREEMENT  OF  PURCHASE  AND  SALE  OF REAL  PROPERTY  (this
"AGREEMENT")  is made  as of  this  5th day of  January,  1999,  by and  between
TEL-SAVE,  INC., a Pennsylvania  corporation (the "SELLER"),  and JIMLEW CAPITAL
LLC, a Delaware limited liability company (the "PURCHASER").

                                   WITNESSETH:

              WHEREAS,  Seller is the fee  simple  owner of all of that  certain
parcel of real property  containing  approximately ten (10) acres and located in
the Solebury  Township,  Bucks County,  Pennsylvania,  which for tax purposes is
known as Tax Parcel  41-28-67,  as more  particularly  described  on Exhibit "A"
attached  hereto  and  incorporated  herein,  together  with all  buildings  and
improvements thereon,  including without limitation office building improvements
and known by street address as 6805 Route 202 in Solebury Township, Pennsylvania
18963,  all right,  title and interest of Seller in and to any land lying in the
bed of any existing  dedicated  street,  road or alley  adjoining  thereto,  all
strips and gores adjoining thereto, and all rights, ways, easements,  privileges
and appurtenances thereunto belonging (the "PROPERTY"); and

              WHEREAS,   Seller  desires  to  sell,  and  Purchaser  desires  to
purchase, the Property on the terms and conditions set forth herein; and

              WHEREAS,   this  Agreement  is  executed  in  conjunction  with  a
Severance  Agreement dated on or about the date hereof, and shall constitute the
agreement described at Section 7.1.3 of the Severance Agreement; and

              WHEREAS,  as a condition to closing on this Agreement,  Seller and
Purchaser  shall execute a lease under which Seller will lease back a portion of
the Property from Purchaser ("LEASE").

              NOW, THEREFORE,  in consideration of the foregoing  premises,  the
mutual  covenants set forth herein,  and other good and valuable  consideration,
the  receipt  and  sufficiency  of  which is  hereby  acknowledged,  Seller  and
Purchaser hereby agree as follows:

              1. AGREEMENT  TO SELL AND  PURCHASE.  Seller  agrees  to  sell and
Purchaser   agrees  to  purchase  the  Property  on  the  terms  and  conditions
hereinafter set forth.

              2. PURCHASE  PRICE AND TERMS.  The purchase  price of the Property
shall be one million nine hundred  eighty-one  thousand four hundred  fifty-four
dollars ($1,981,454). The purchase price shall be paid in full at closing in the
form of cash or, at Purchaser's  election,  shares of Tel-Save.com,  Inc. stock.
The Tel-Save.com,  Inc. stock shall be valued as of the close of business on the
day immediately prior to the date of





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                                       -2-                                 FINAL

closing  hereunder,  or the close of business on December  31,  1998,  whichever
value is higher.

              3. INVESTIGATION OF PROPERTY.

                 (a)  DELIVERY  OF  DOCUMENTS.  Seller  shall  upon  request  of
Purchaser  provide  copies  of any  of  the  following  documents  or any  other
documents and  information  relating to the Property as Purchaser may reasonably
request and which are in Seller's  possession  or under  Seller's  control:  all
existing leases,  rent rolls,  insurance  policies,  agreements,  surveys,  site
plans,   permits,   certificates   of  occupancy,   plans  and   specifications,
environmental,  hazardous  waste,  radon,  engineering,  architectural or zoning
documents,  tests, or reports,  and title insurance policies or reports, if any,
relating to the  Property  which are in Seller's  possession  or under  Seller's
control.

                 (b)  INSPECTION   OF  PROPERTY.   Purchaser,   its  agents  and
representatives  shall  have the  right to  enter  on to the  Property  prior to
closing  hereunder  for  purposes of  conducting  surveys,  soil  tests,  market
studies, engineering tests and such other tests, investigations,  studies and/or
inspections as Purchaser  deems necessary or desirable to evaluate the Property,
provided that (i) all such tests, investigations,  studies and inspections shall
be conducted at Purchaser's  sole risk and expense,  (ii)  Purchaser  shall give
Seller  reasonable prior notice of its entry onto the Property,  (iii) Purchaser
shall use reasonable efforts to minimize any interference with the activities of
occupants on the Property,  and (iv) Purchaser  shall  indemnify and hold Seller
harmless from and against any losses, liabilities,  costs or expenses (including
reasonable attorneys' fees) arising out of Purchaser's entry onto the Property.

              4. TITLE.

                 (a)  CONDITION AT CLOSING.  At closing hereunder,  Seller shall
convey fee simple title to the  Property,  marketable  and good of record and in
fact,  free  and  clear of any and all  liens,  defects,  encumbrances,  leases,
easements, covenants, restrictions or other matters whatsoever, whether recorded
or  unrecorded,  except for (i) the lien of real estate  taxes,  water rents and
sewer  charges  not yet due and payable  and (ii) Title  Objections  approved by
Purchaser pursuant to Section 4(b) hereof.

                 (b)  TITLE OBJECTIONS.  Seller and Purchaser acknowledge that a
title  insurance  policy was  obtained by Seller on June 6, 1996 in  conjunction
with Seller's purchase of the Property in 1996. Said title policy was written by
American Land Title Association and is known as Policy Number SV 2621277,  dated
June 6, 1996 (the  "TITLE  POLICY").  Seller  warrants  that  there have been no
material  encumbrances recorded against the Property since the date of the Title
Policy  dated  June 6,  1996 of which  Seller  is  aware.  Purchaser  has had an
adequate  opportunity  to review the Title  Policy,  and accepts  that the Title
Policy and the additional warranty of Seller constitute  sufficient assurance of
Seller's  ability to convey good title to the  Property.  If  Purchaser  desires
further title investigation,  insurance or survey of the Property, Purchaser may
obtain such at his own expense.  If Purchaser shall determine that any matter or
matters affecting the Property, described in







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                                       -3-                                 FINAL

such  investigation,  insurance  or survey and not shown on the Title  Policy or
Exhibit "B" are unacceptable ("TITLE OBJECTIONS"), Purchaser shall notify Seller
in writing of such matter or matters prior to closing, and Seller shall have the
option to either  correct  the Title  Objections  at its own expense and proceed
with the closing, or to terminate this Agreement. Notwithstanding the provisions
of this Section  4(b),  Seller shall release at or prior to closing all monetary
liens and encumbrances encumbering the Property.  Notwithstanding the foregoing,
Purchaser  hereby approves the title  exceptions  listed on Exhibit "B" attached
hereto and hereby incorporated,  subject to the review of a survey if ordered by
Purchaser as set forth above.

              5. CLOSING.

                 (a)  TIME AND PLACE. Closing under this Agreement shall be held
on January 5, 1999.  Closing  shall be held at the  offices of Seller,  Seller's
counsel or such other place as is acceptable to both Seller and Purchaser.

                 (b)  CLOSING DOCUMENTS.

                     (1) BY SELLER. At closing hereunder, Seller shall:

                         (i)   Execute,   acknowledge   and  deliver  a  special
warranty deed in the name of the person or entity designated by Purchaser.

                         (ii)  Execute,  acknowledge  and deliver a  Non-Foreign
Affidavit as required under Section 9(b) hereof.

                         (iii) Cause the  cancellation  and  termination  of any
lease affecting the Property,  the vacation of any tenant in the Property except
as provided in the Lease, and deliver evidence thereof to Purchaser.

                         (iv)  Execute  and deliver to  Purchaser  a  settlement
statement.

                         (v)   Execute and deliver the Lease.

                         (vi)  Execute,  acknowledge as appropriate  and deliver
such  additional  documents as may be necessary or customary to  consummate  the
transactions contemplated herein.

                     (2) BY PURCHASER. At closing hereunder, Purchaser shall:

                         (i)   Pay the purchase price in accordance with Section
2 hereof.

                         (ii)  Execute  and  deliver  to  Seller  a   settlement
statement.






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                                       -4-                                 FINAL


                         (iii) Execute and deliver the Lease.

                         (iv)  Execute,  acknowledge and deliver such additional
documents  as may be  necessary or  customary  to  consummate  the  transactions
contemplated herein.

                 (c)  CLOSING ADJUSTMENTS. Real estate taxes, water rents, sewer
charges,  other  utilities and similar charges shall be prorated and adjusted to
the  date  of  closing  hereunder.   Any  special  assessments  imposed  by  any
governmental  agency or authority which are pending,  noted or levied,  or which
may be levied,  noted or ordered prior to closing,  shall be satisfied by Seller
at or prior to closing hereunder.  If such taxes, rents or other charges are not
able to be determined on the date of closing,  then the parties will prorate and
adjust such taxes,  rents or other charges as soon as reasonably  possible after
the closing contemplated hereunder,  the parties agreeing that the terms of this
sentence shall survive the closing hereunder.

                 (d)  CLOSING COSTS.  The transfer and  recordation tax shall be
divided  equally  between Seller and Purchaser.  Seller and Purchaser shall each
pay their  respective  attorneys'  fees.  Purchaser shall pay the premium of any
title insurance policy  purchased by Purchaser,  and any survey costs. All other
closing costs and charges shall be paid according to custom in Pennsylvania.

                 (e)  POSSESSION.  Subject  to the  terms of the  Lease,  Seller
shall give  possession  and  occupancy  of the  Property to Purchaser at closing
hereunder and no person or entity shall be occupying or possessing the Property.
In the event  Seller  shall fail to do so,  Purchaser  shall have the  following
options:

                     (1) to  continue  to acquire  the  Property  in which event
Seller,  and any person or entity occupying the Property  through Seller,  shall
become and  thereafter  be a tenant at sufferance of Purchaser and Seller hereby
waives  all  notices  to  quit  provided  by the  laws  of the  Commonwealth  of
Pennsylvania or otherwise; or

                     (2) to exercise any rights and remedies  Purchaser may have
under this Agreement or law or at equity.

                 (f)  NOTICE OF VIOLATIONS.  All notices of violations of orders
or requirements  issued by any governmental  agency or authority,  or actions in
any court on account  thereof,  against or affecting the Property at the date of
closing  hereunder,  shall be complied with by Seller and the Property  conveyed
free thereof.

              6. CONDITIONS  TO CLOSING.  The  obligation of  Purchaser to close
hereunder is subject to the satisfaction, at or prior to closing, of each of the
following  conditions,  any of which  may be  waived,  in  whole or in part,  in
writing by Purchaser at or prior to closing:






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                                       -5-                                 FINAL

                 (a)  REPRESENTATIONS  AND WARRANTIES.  The  representations and
warranties  of Seller set forth herein shall be true and correct in all material
respects.

                 (b)  TITLE.  Title to the  Property  shall be in the  condition
required by Section 4 hereof.

                 (c)  COMPLIANCE  BY SELLER.  Seller  shall have  performed  and
complied with all of the covenants and conditions  required by this Agreement to
be performed or complied with at or prior to closing.

                 (d)  NO ADVERSE  MATTERS.  No material  portion of the Property
shall have been  adversely  affected as a result of  earthquake,  disaster,  any
action by governmental authority,  flood, riot, civil disturbance, or act of God
or public enemy.

                 (e)  LEASES.  Other than the Lease,  all leases  affecting  the
Property  shall be cancelled  and  terminated  and the terms and  conditions  of
Section 5(e) above are satisfied.

              7. CONDITION OF PROPERTY.  At closing  hereunder,  Purchaser shall
take  the  Property  in "as is"  condition  as of the  date  of this  Agreement,
reasonable wear and tear excepted.  Seller assumes all risk of loss or damage to
the Property by fire or other casualty until the deed of conveyance to Purchaser
is delivered to Purchaser.  In the event that all or any portion of the Property
is damaged or destroyed by fire or other  casualty  prior to closing  hereunder,
Seller shall  promptly  notify  Purchaser of the same.  In the event the cost of
repair thereof is less than One Hundred Thousand Dollars  ($100,000.00),  Seller
shall  promptly  undertake  such repair and  complete  the same prior to closing
hereunder.  In the event the cost of repair  thereof is equal to or greater than
One Hundred  Thousand Dollars  ($100,000.00),  and such damage or destruction is
not fully repaired by Seller prior to closing hereunder,  Purchaser, in its sole
discretion,  shall either (i) proceed to closing  hereunder with no reduction in
the purchase price, in which event all insurance  proceeds  attributable to such
damage or destruction shall be delivered or assigned to Purchaser at closing and
the amount of any deductible with respect to such damage or destruction  paid by
Seller to  Purchaser,  or (ii)  terminate  this  Agreement,  in which  event the
parties  hereto shall be released from any further  liabilities  or  obligations
hereunder.

              8. OBLIGATIONS PENDING CLOSING.

                 (a)  TITLE TO  PROPERTY.  Except  as may be  necessary  to cure
Title  Objections,  Seller shall not cause or permit any change in the status of
title to the Property prior to closing hereunder.

                 (b)  CONDITION  OF PROPERTY.  Seller shall  continue to operate
and  maintain the  Property in the  ordinary  course of business,  and shall not
cause or permit any adverse change in the condition of the Property,  reasonable
wear and tear and damage by fire or the elements excepted.






<PAGE>

                                       -6-                                 FINAL

                 (c)  CONTRACTS.  Seller shall not enter into any  contracts and
agreements relating to the management and operation of the Property.

                 (d)  INSURANCE.  Prior  to  closing  hereunder,   Seller  shall
maintain in full force and effect  insurance  against loss or damage by fire and
such other hazards as are customarily covered by extended coverage  endorsements
in an amount sufficient to prevent Seller from becoming a co-insurer of any loss
or damage.

                 (e)  CONDEMNATION.  In the event any governmental agency should
notify  Seller,  or Seller should  become  aware,  of any permanent or temporary
actual or  threatened  taking or  condemnation  of any portion of the  Property,
Seller shall promptly notify Purchaser of the same. Purchaser shall thereupon be
entitled,  at its sole  option,  (i) to  proceed to  closing  hereunder  with no
reduction  in the  purchase  price in which  event any and all  proceeds of such
taking or  condemnation  shall be  delivered or assigned to Purchaser at closing
hereunder, or (ii) to terminate this Agreement, in which event all parties shall
be relieved from any further liabilities or obligations hereunder.

              9. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Purchaser as follows,  all of which  representations  and warranties
are true and  correct as of the date  hereof and shall be true and correct as of
closing hereunder:

                 (a)  Seller (i) is a corporation duly formed,  validly existing
and in good standing under the laws of the  Commonwealth of  Pennsylvania,  (ii)
has full power and  authority  to sell the  Property  to  Purchaser  without the
consent  of any other  person or entity,  (iii) has  authorized  the  execution,
delivery  and  performance  of  this  Agreement  and  the  consummation  of  the
transactions contemplated hereby, and (iv) is the sole legal and equitable owner
of record and in fact of good and marketable fee simple title to the Property.

                 (b)  Seller is not a  "foreign  person" as that term is defined
in Section  1445 of the  Internal  Revenue  Code,  and Seller  shall  execute an
affidavit to such effect in the form to be provided by  Purchaser.  Seller shall
indemnify  Purchaser  and its agents  against any  liability or cost,  including
reasonable  attorneys' fees, in the event that this  representation  is false or
Seller fails to execute such affidavit at closing hereunder.

                 (c)  No  taking  by power of  eminent  domain  or  condemnation
proceedings  have  been  instituted  or,  to the  best  of  Seller's  knowledge,
threatened for the permanent or temporary  taking or  condemnation of all or any
portion of the Property.

                 (d)  There  is  not   pending  or,  to  the  best  of  Seller's
knowledge,  threatened, any litigation,  proceeding or investigation relating to
the Property or Seller's title thereto,  nor does Seller have reasonable grounds
to know of any basis for such litigation, proceedings or investigations.

                 (e)  To  the  best  of  Seller's  knowledge,  there  exists  no
violation  of  any  law,  regulation,  orders  or  requirements  issued  by  any
governmental  agency or  authority,  or action in any court on account  thereof,
against or affecting the Property.






<PAGE>

                                       -7-                                 FINAL

                 (f)  Seller has not made,  and prior to closing  hereunder will
not make,  any  commitments  to any  governmental  authority or agency,  utility
company,  school  board,  church  or  other  religious  body,  or to  any  other
organization,  group or individual,  relating to the Property which would impose
on Purchaser the obligation to make any  contributions  of money,  dedication of
land or grants of  easements  or  rights-of-way,  or to  construct,  install  or
maintain any improvements, public or private, on or off the Property.

                 (g)  All services performed or materials provided in connection
with the construction of improvements on the Property have been paid.

                 (h)  No  commission  or other fee will be due or payable to any
real estate agent,  broker or finder after closing  hereunder in connection with
any lease existing on the date of full execution of this Agreement.

                 (i)  There are no  contracts  and  agreements  relating  to the
management and operation of the Property.

                 (j)  To the  best of  Seller's  knowledge,  the  buildings  and
improvements constituting the Property are structurally sound, no portion of the
improvements  is  subject  to  penetration  by rain or  surface  water,  and the
heating,  air  conditioning,  ventilating and other  mechanical,  electrical and
plumbing  systems and  equipment  included in the  Property  are in good working
order, repair and condition, reasonable wear and tear excepted.

                 (k)  To the best of Seller's  knowledge,  the Property is zoned
light  industrial  under the  zoning  ordinances  and  regulations  of  Solebury
Township, and such classification  permits, as a matter of right and without any
special  exception,  special  use  permit,  or  variance  (except for a variance
required  by  the   Department  of   Environmental   Resources   concerning  the
installation  of a bridge over a stream on the Property  and a sewer  variance),
the  use  of  the  Property  as the  same  is  currently  used,  subject  to the
restrictions described in the Solebury Township Zoning Hearing Board Application
of William Terry Doan dated September 17, 1984.

                 (l)  Seller has not received any notice from the state,  county
or federal governments, or any governmental agency or authority thereof that the
buildings and improvements at the Property do not comply with the Americans With
Disabilities  Act  and/or  the  regulations   promulgated   thereunder.   It  is
specifically  understood  that the  Seller  makes no  other  representations  or
warranties  regarding the  compliance or  noncompliance  of the Property and the
buildings and  improvements  thereon with the Americans  With  Disabilities  Act
and/or  the  regulations  promulgated  thereunder.   To  the  best  of  Seller's
knowledge,  the buildings and improvements at the Property comply with all other
applicable subdivision ordinances, building codes, certificates of occupancy and
other applicable Federal,  Pennsylvania and Bucks County ordinances,  orders and
regulations.







<PAGE>

                                       -8-                                 FINAL

                 (m)  To the best of Seller's knowledge,  there are in existence
at the  Property no  "hazardous  wastes" as that term is defined in the Resource
Conservation  and  Recovery  Act,  the  Comprehensive  Environmental  Resources,
Compensation  and Liability Act, the regulations  issued pursuant thereto by the
Federal  Environmental  Protection  Agency and/or in the  applicable  law of the
Commonwealth  of  Pennsylvania or any  subdivision  thereof,  including  without
limitation  radon  levels  in  excess  of  applicable  regulations   ("HAZARDOUS
WASTES").  Seller is not a generator of any such  Hazardous  Wastes,  and to the
best of Seller's  knowledge,  is in full  compliance  with all  Hazardous  Waste
emission, reporting, storage and removal requirements imposed by applicable law.

                 (n)  To the best of Seller's  knowledge,  there is in existence
at the Property no "asbestos" as that term is defined in regulations promulgated
by the Federal  Environmental  Protection Agency and/or the Occupational  Safety
and Health Administration ("ASBESTOS").

                 (o)  To the best of  Seller's  knowledge,  the  Property is not
located within an area designated as a flood hazard area under the Federal Flood
Protection Act of 1973, on the applicable  U.S.  Department of Housing and Urban
Development Flood Hazard Boundary Map, or any special flood hazard map published
by the Federal Emergency Management Agency,  although the parties recognize that
there is a small stream on the Property.

                 (p)  All documents and other information  provided by Seller to
Purchaser  pursuant to this Agreement shall be true and complete in all material
respects.

                 (q)  The person executing this Agreement on behalf of Seller is
an officer of Seller and is duly  authorized by Seller to execute this Agreement
and has full power and authority to execute the same on behalf of Seller.

                 (r)  Seller is the owner of the Property.

                 (s)  There is no  personal  property  owned by Seller  which is
being transferred to Purchaser under the terms of this Agreement.

             10. REPRESENTATIONS    AND   WARRANTIES  OF  PURCHASER.   Purchaser
represents and warrants to Seller as follows,  all of which  representations and
warranties  are true and  correct  as of the date  hereof  and shall be true and
correct as of closing hereunder:

                 (a)  Purchaser (i) is a limited  liability company duly formed,
validly  existing and in good standing  under the laws of the State of Delaware,
(ii) has full power to and  authority  to  purchase  the  property  from  Seller
without  the consent of any person or entity (or such  consent has already  been
obtained  therefor),  and (iii)  has  authorized  the  execution,  delivery  and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated hereby.



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                                       -9-                                 FINAL

              11. INDEMNITY.  Seller hereby agrees to indemnify, defend and hold
Purchaser  harmless from and against any and all damages,  claims,  expenses and
liabilities  (including  without limitation  reasonable  attorneys' fees and the
cost of  remediating or  implementing  corrective  action with respect  thereto)
("LOSS")  arising from or in connection with any Hazardous Waste or Asbestos at,
on, in,  under,  affecting or otherwise  related to any portion of the Property,
any surrounding property or the surrounding environment. The foregoing indemnity
shall  not  apply to any Loss on and  after  the  date the  Property  is sold to
Purchaser to the extent the Seller  establishes that such Loss is not the result
of a release of, or other  action with respect to,  Hazardous  Waste or Asbestos
before the date of such acquisition.

              12.  DEFAULT.  If Purchaser  shall fail to complete  settlement as
herein provided,  Seller, may undertake any and all legal and equitable actions,
including, without limitation, a suit for specific performance.. If Seller shall
fail to complete  settlement as herein provided,  or default in any manner under
this  Agreement,  Purchaser,  may  undertake  any and all  legal  and  equitable
actions, including, without limitation, a suit for specific performance.

              13. BROKERS.  Seller and Purchaser each represents and warrants to
the other  that no real  estate  agent,  broker  or  finder  has acted for it in
connection with this Agreement and the  transactions  contemplated  hereby,  and
each  shall  indemnify  and save the other  harmless  from the claim of any such
persons  claiming  by or  through it for  commissions  or fees by reason of this
Agreement or the transaction contemplated hereby.

              14.  NOTICES.  Any  notice  required  or  permitted  to  be  given
hereunder  shall  be in  writing  and  shall  be  hand-delivered,  delivered  by
overnight courier or mailed by certified mail,  postage prepaid,  return receipt
requested,  to the parties hereto at their respective addresses set forth below,
or at such other addresses of which either party shall notify the other party in
accordance with the provisions  hereof, and shall be deemed given as of the date
delivered  (if given by  hand-delivery),  one (1) business day after the sending
thereof (if given by overnight  courier) and as of three (3) business days after
the mailing thereof (if given by certified mail):

                      If to the Seller:

                      Tel-Save.com, Inc.
                      6805 Route 202
                      New Hope, PA 18963
                      Attention:  Legal Dept.

                      with a copy to:






<PAGE>


                                      -10-                                 FINAL

                      Arnold & Porter
                      777 South Figueroa Street
                      44th Floor
                      Los Angeles, CA 90017-2513
                      Attention:  Ted Johnsen, Esq.

                      If to the Purchaser:

                      Jimlew Capital LLC
                      6805 Route 202
                      New Hope, PA 18963
                      Attention: Daniel Borislow

              15. BINDING EFFECT AND ASSIGNMENT. Seller and Purchaser agree that
the terms and  conditions of this  Agreement  shall be binding  upon,  and shall
inure to the benefit of,  their  respective  heirs,  legal  representatives  and
assigns.

              16.  OTHER  AGREEMENTS.   This  Agreement  is  being  executed  in
conjunction  with a  Severance  Agreement  dated on or about the date hereof and
shall  constitute  the  agreement  described at Section  7.1.3 of the  Severance
Agreement.  The  effectiveness of this Agreement and of each agreement set forth
in Section 7.1 of the Severance  Agreement is conditioned upon the execution and
delivery of each of such agreements. Seller and Purchaser are also executing the
Lease.  Other than the Lease and other  agreements  referenced in this paragraph
16, this Agreement contains the entire understanding  between the parties hereto
with respect to the Property and is intended to be an  integration  of all prior
or contemporaneous  agreements,  conditions or undertakings  between the parties
hereto; there are no promises, agreements, conditions, undertakings,  warranties
or representations,  oral or written,  express or implied, between and among the
parties  hereto with respect to the Property  other then as set forth herein and
subject to the other agreements referenced in this paragraph.

              17.  MODIFICATION.  No change or  modification  of this  Agreement
shall be valid unless the same is in writing and signed by Seller and Purchaser.
No purported or alleged waiver of any of the provisions of this Agreement  shall
be valid or effective  unless in writing  signed by the party against whom it is
sought  to  be  enforced.   All  representations,   warranties,   covenants  and
indemnities  herein shall survive  closing  hereunder for one (1) year after the
date of the  closing  and shall not be merged in the deed of  conveyance  during
such one (1) year  period.  It is  agreed  that  time is of the  essence  in the
performance  of the terms of this  Agreement.  Seller and  Purchaser  shall,  at
Purchaser's  option,  record a short form  memorandum of this  Agreement  giving
notice of the terms  hereof,  and the costs  thereof  shall be  allocated  among
Purchaser and Seller in accordance with Section 5(d) hereof.

              18.  INTERPRETATION.  This  Agreement  shall  be  governed  by and
construed  in  accordance  with the laws of the  Commonwealth  of  Pennsylvania.
Captions  herein are for  convenience  of  reference  only and in no way define,
limit or expand  the scope or intent of







<PAGE>


                                      -11-                                 FINAL

this Agreement. Whenever the context hereof shall so require, the singular shall
include the plural,  the male gender shall  include the female,  and vice versa.
This  Agreement  may be executed in two (2) or more  counterparts,  all of which
together shall constitute but one and the same Agreement.  In the event that one
(1) or more of the  provisions  hereof  shall be held to be illegal,  invalid or
unenforceable,  such  provisions  shall be deemed  severable  and the  remaining
provisions  hereof  shall  continue in full force and effect.  Reference in this
Agreement to the date of full execution hereof shall mean the date on which this
Agreement is fully executed and ratified by both Purchaser and Seller.


                      [Signatures follow on the next page]






<PAGE>

                                      -12-                                 FINAL



                      IN WITNESS  WHEREOF,  the parties  hereto have caused this
Agreement to be executed under seal on the date first above written.

                               SELLER:

WITNESS:                       TEL-SAVE, INC.,
                               a Pennsylvania corporation



____________________           By:      _____________________[SEAL]
                                        Name
                                        Title

                               Date:    _________________________




                               PURCHASER:

WITNESS:                       Jimlew Capital LLC,
                               a Delaware limited liability company



____________________           By:      ____________________[SEAL]
                                         Name
                                         Title

                               Date:    _________________________




<PAGE>

                                      -13-                                 FINAL

                                LIST OF EXHIBITS

                    Exhibit "A":   Description of Property
                    Exhibit "B":   Approved Title Exceptions











<PAGE>



                                                                           FINAL

                                   EXHIBIT "A"


                             DESCRIPTION OF PROPERTY


ALL THAT CERTAIN parcel of land, Situate in the Township of Solebury,  County of
Bucks and Commonwealth of Pennsylvania,  bounded and described according to Plan
of Survey  made for Magill  Brothers,  by George  Rice,  Registered  Surveyor of
Solebury,  Pennsylvania, dated December 31, 1974, and revised December 19, 1977,
as follows:

BEGINNING at a point on the Westerly side of L.R. 1086 Spur,  said point being a
corner in line of lands now or late of J.D. Materials Co., Inc., on the Solebury
Township - New Hope  Borough  line;  thence along said lands now or late of J.D.
Materials  Co.,  Inc., on the Solebury  Township - New Hope Borough line,  South
eighty-one  degrees  thirty  minutes  thirty-eight  seconds West,  three hundred
ninety-three and twenty-one  one-hundredths feet to a point, a corner in line of
lands of The  Delaware  River Joint Toll Bridge  Commission;  thence  along said
lands of The Delaware  River Joint Toll Bridge  Commission,  the four  following
courses and  distances:  (1) North  seventeen  degrees  sixteen  minutes  eleven
seconds West,  four hundred  seventy-seven  and fifty  one-hundredths  feet to a
point, a corner;  thence (2) North thirty-nine  degrees two minutes  twenty-five
seconds East, ninety and fourteen  one-hundredths  feet to a point, a corner (3)
North  seventeen  degrees  sixteen  minutes  eleven  seconds  West  fifty and no
one-hundredths  feet to a point,  a  corner;  and (4)  North  fifty-one  degrees
thirty-three  minutes ten seconds West, two hundred  twenty-one and ninety-three
one  hundredths  feet to a point,  a corner of lands now or late of Bernard  and
Betty J.  Rozansky;  thence along said lands now or late of Bernard and Betty J.
Rozansky,  North eighty-two  degrees twenty minutes nineteen seconds East, eight
hundred sixty-two and thirty-three  one-hundredths  feet to a point, a corner on
the  Westerly  side of the  aforesaid  L.R.  1086  Spur;  thence  along the said
Westerly side of L.R. 1086 Spur;  along a curve to the left,  having a radius of
one thousand,  two hundred five and ninety-two  one-hundredths feet, for the arc
length of forty and four  one-hundredths  feet,  to a point of tangency,  thence
still along the same, South thirteen degrees,  thirty-nine  minutes  thirty-nine
seconds West, six hundred fifty-four and ten  one-hundredths  feet to a point of
curvature;  thence along a curve to the right,  having a radius of one-thousand,
eighty-five  and  ninety-two   one-hundredths   feet,  for  the  arc  length  of
ninety-eight  and  eighty-one  one-hundredths  feet,  to the  point and place of
beginning.

CONTAINING 10.06 ACRES OF LAND

COUNTY TAX PARCEL NO.:  41-28-67

BEING  THE SAME  PREMISES  which The  Fidelity  Bank,  Beverley  W.  Magill  and
Frederick  B.  Williamson,  III,  trustees  for Marital  Trust under the Will of
Winfield A. Magill,  deceased and Thomas H. Magill and Joyce W. Magill,  husband
and wife by Deed dated October 9, 1984,  and recorded  October 31, 1984, in Land
Record Book 2582 Page





<PAGE>


                                       -2-                                 FINAL

653,  Bucks  County  records,  granted  and  conveyed  unto Omni  Contractors  a
Pennsylvania General Partnership, in fee.

TOGETHER with all and singular the buildings and  improvements,  ways,  streets,
alleys,  driveways,   passages,   waters,   water-courses,   rights,  liberties,
privileges, hereditaments and appurtenances,  whatsoever unto the hereby granted
premises  belonging,  or  in  anywise  appertaining,   and  the  reversions  and
remainders,  rents,  issues,  and profits  thereof;  and all the estate,  right,
title, interest,  property,  claim and demand whatsoever of the said grantor, as
well at law as in equity, of, in and to the same.







<PAGE>

                                                                           FINAL

                                   EXHIBIT "B"


                            APPROVED TITLE EXCEPTIONS

1.       Discrepancies,   conflicts  in  boundary   lines,   shortage  in  area,
         encroachments,  or  any  other  facts  which  a  correct  survey  would
         disclose, and which are shown by the public records.

2.       Possible  additional tax assessment for new  construction  and/or major
         improvements not yet due and payable.

3.       Stream of water flows  through  premises  hereon,  subject to rights of
         other riparian owners abutting stream.


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