<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>e601149_ex10-1.txt
<DESCRIPTION>AGREEMENT OF SALE, DATED JUNE 5, 2006
<TEXT>

                                AGREEMENT OF SALE

      THIS AGREEMENT OF SALE is made this _____ day of ________________, 2006
(the "Effective Date"), between Net Lease Advisors, LLC, a New Jersey limited
liability company having an address at 345 Old Short Hills Road, Short Hills,
New Jersey 07078 ("Buyer") and Air Industries Machining Corp., a New York
corporation, having an address at 1479 North Clinton Avenue, Bay Shore New York
11706 ("Seller").

      In consideration of the covenants and provisions contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

1. Agreement to Sell and Purchase. Seller agrees to sell to Buyer, and Buyer
agrees to purchase from Seller, subject to the terms and conditions of this
Agreement, that certain tract or piece of land known as 1479-1480 N Clinton
Avenue and 1460 N Fifth Avenue Bay Shore New York as more fully described by
metes and bounds in the legal description attached hereto as Exhibit "A," being
all of the property owned by Seller in that location, together with all right,
title, and interest of Seller in and to any land lying in the bed of any
highway, street, road, or piece of land and any easements and appurtenances
pertaining thereto (including, without limitation, all easements, licenses and
right, title and interest of Seller in and to adjacent streets, alleys and
rights of way and all right, title and interest, if any, to any award for any
taking by condemnation or by reason of a change of grade of any street or
highway) (the "Real Property"), all the buildings and other improvements situate
thereon, including all sign structures, fixtures and systems used in connection
with the Real Property and all intangible property related to the Improvements
and all warranties related to the Improvements (the "Improvements"), all
personal property used in connection with operation and maintenance of the
Improvements, but specifically excluding Seller's machinery, equipment and
furnishings used in the operation of its business (the "Personal Property") and
all of the Seller's right, title and interest in and to all surveys and similar
items within Seller's possession and/or control, including but not limited to,
zoning reports, concurrency exemption certificates, soil condition test reports,

                                       1
<PAGE>

market appraisals, value appraisals, utility availability, access, approvals,
permits, environmental reports, studies or audits and any related documentation,
development orders, any easements or cross-easement agreements, impact fee
agreements and information, water/sewer capacity reservation agreements, site
plans, development rights, engineering plans and construction drawings and plans
(collectively the "Reports"). The Real Property, the Improvements, the Personal
Property and the Reports are collectively called the "Property".

2.    Purchase Price. The purchase price for the Property is Six Million two
      hundred thousand and 00/100 Dollars ($6,200,000.00) (the "Purchase
      Price"), payable as follows:

      (a)   a deposit of Fifty Thousand and 00/100 Dollars ($50,000.00) (the
            "Deposit") shall be due and payable on or before that date which is
            three (3) business days following the Effective Date; provided,
            however, that if the Deposit is not delivered to the Escrowee (as
            hereinafter defined) by that date which is five (5) business days
            following the Effective Date, then this Agreement shall
            automatically terminate and the parties hereto shall be relieved of
            all further obligations and liability to the other. The Deposit
            shall be held in escrow in accordance with the terms hereof, in an
            interest bearing account. Upon closing of title to the Property
            ("Closing"), all interest accrued on the Deposit shall be credited
            to Buyer. In the event that this Agreement is terminated for any
            reason other than a default by Buyer, all interest accrued on the
            Deposit shall be paid to Buyer. The Deposit shall be applied against
            the Purchase Price at Closing subject to the earlier termination of
            this Agreement as provided herein, in which event the Deposit may be
            refundable, pursuant to the terms and provisions hereof; and

      (b)   the balance of the Purchase Price, in the amount of Six Million One
            hundred fifty Thousand and 00/100 Dollars ($6,150,000) shall be paid
            at Closing, subject to the prorations and adjustments set forth in
            this Agreement, by bank check, certified funds, or wire transfer to
            Seller's designated bank account on the date of Closing.

      (c) (i) The Deposit shall be drawn to the order of, delivered to and held
by Seller's attorney ("Escrowee"), the Escrowee shall hold the proceeds thereof
in escrow in a special bank account (or as otherwise agreed in writing by
Seller, Buyer and Escrowee) until the Closing or sooner termination of this
Agreement and shall pay over or apply such proceeds in accordance with the terms
of this section. Escrowee will hold such proceeds in an interest-bearing


                                       2
<PAGE>

account, and any interest earned thereon shall be paid to the same party
entitled to the escrowed proceeds, and the party receiving such interest shall
pay any income taxes thereon. The tax identification numbers of the parties are
shall be furnished to Escrowee upon request. At the Closing, such proceeds and
the interest thereon, if any, shall be paid by Escrowee to Seller. If for any
reason the Closing does not occur and either party makes a written demand upon
Escrowee for payment of such amount, Escrowee shall give written notice to the
other party of such demand. If Escrowee does not receive a written objection
from the other party to the proposed payment within 5 business days after the
giving of such notice, Escrowee is hereby authorized to make such payment. If
Escrowee does receive such written objection within such 5 day period or if for
any other reason Escrowee in good faith shall elect not to make such payment,
Escrowee shall continue to hold such amount until otherwise directed by written
instructions from the parties to this contract or a final judgment of a court.
However, Escrowee shall have the right at any time to deposit the escrowed
proceeds and interest thereon, if any, with the clerk of the Supreme Court of
the county in which the Land is located. Escrowee shall give written notice of
such deposit to Seller and Purchaser. Upon such deposit Escrowee shall be
relieved and discharged of all further obligations and responsibilities
hereunder.

      (ii) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience, that Escrowee shall not
be deemed to be the agent of either of the parties, and that Escrowee shall not
be liable to either of the parties for any act or omission on its part unless
taken or suffered in bad faith, in willful disregard of this contract or
involving gross negligence. Seller and Purchaser shall jointly and severally
indemnify and hold Escrowee harmless from and against all costs, claims and
expenses, including reasonable attorneys' fees, incurred in connection with the
performance of Escrowee's duties hereunder, except with respect to actions or
omissions taken or suffered by Escrowee in bad faith, in willful disregard of
this contract or involving gross negligence on the part of Escrowee.

      (iii) Escrowee has acknowledged agreement to these provisions by signing
in the place indicated on the signature page of this contract.

      (iv) If Escrowee is Seller's attorney, Escrowee or any member of its firm
shall be permitted to act as counsel for Seller in any dispute as to the
disbursement of the Deposit or any other dispute between the parties whether or
not Escrowee is in possession of the Deposit and continues to act as Escrowee.


                                       3
<PAGE>

      (v) Escrowee may act or refrain from acting in respect of any matter
referred to in this section 2(c) in full reliance upon and with the advice of
counsel which may be selected by it (including any member of its firm) and shall
be fully protected in so acting or refraining from action upon the advice of
such counsel.

3.    Closing; Closing Date. The Closing shall be held on that date which is not
      more than forty-five (45) business days immediately following the
      expiration date of the Due Diligence Period as defined in Section 6 below
      (or on the next business day thereafter if such date is not a business
      day), or on such earlier date as Buyer shall designate by at least five
      (5) days' advance written notice to Seller (the "Closing Date"). The
      Closing shall take place at the office of the attorneys for the Seller at
      3 Park Avenue, 16th Floor, New York, New York, or, upon reasonable prior
      written notice to the Seller, the offices of the Buyer's lender or its
      counsel, provided such offices are in the New York, or such other place as
      is agreed to by the parties. At Buyer's option, the Closing may be
      conducted by escrow, through the Title Company, or other escrow agent
      selected by Buyer.

4.    Condition of Title.

      (a)   Within ten (10) days after the Effective Date (the date this
            Agreement has been executed by the last of Buyer and Seller),
            Seller, at its sole cost and expense, shall provide Buyer and
            Buyer's attorney with: (a) a current standard commitment to issue an
            owner's policy of title insurance (1992 ALTA Form B), (the "Title
            Commitment"), issued by the First American Title Company or other
            nationally recognized title insurance company licensed to conduct
            business in the State of New York (the "Title Company") and hard
            copies of all title exceptions; and (b) a current ALTA/ACSM Land


                                       4
<PAGE>

            Title As-Built survey of the Property, which has been certified to
            Buyer and such other parties as Buyer may request. Title to the
            Property shall be good and marketable: (i) free and clear of all
            liens, restrictions, easements, encumbrances, claims or liens by
            contractors, subcontractors, mechanics and materialmen, leases,
            financing statements or other personal property liens or
            encumbrances and other title objections, other than those exceptions
            as set forth on the Title Commitment and approved by Buyer (the
            "Permitted Exceptions") and to the standard printed exceptions in an
            ALTA form of policy, and (ii) insurable as aforesaid at ordinary
            rates. Seller shall pay and discharge all liens at Closing or before
            Closing, at Seller's option; if Seller fails to do so, Buyer shall
            have the option, at its election, to pay and discharge such liens
            out of the Purchase Price.

      (b)   If Buyer determines, in its sole and absolute discretion, prior to
            the expiration of the "Due Diligence Period" (as defined in Section
            6(b) below), that there are defects to title such that title to the
            Property cannot be conveyed to Buyer at Closing in accordance with
            the requirements of this Agreement for a reason other than the
            existence of any lien which cannot be paid at Closing, Seller shall
            take reasonable action to cure the defect, and at Buyer's option,
            the Closing Date may be postponed for a reasonable time, not
            exceeding fifteen (15) days, to permit Seller to correct the title
            defect. If the title defect is of such a nature that it is not
            capable of being corrected within the fifteen (15) day cure period,
            then provided Seller shall have been proceeding diligently to effect
            a cure of the title defect, Seller shall have an additional time
            period of not exceeding fifteen (15) additional days, in which to
            complete its cure. If Seller fails or refuses to correct the title
            defect within the time periods set forth above, Buyer shall have the
            option: (i) of taking such title as Seller can convey without any
            abatement of the Purchase Price; or (ii) of terminating Buyer's
            obligations under this Agreement, in which event, the Deposit and
            all interest accrued on the Deposit shall be returned to Buyer and
            the parties shall have no further obligations to each other except
            those which by their terms shall specifically survive the
            termination of this Agreement. Survey issues raised by Buyer are to
            be treated pursuant to this paragraph 4(b) as if they are title
            defects.

5.    Seller's Representations, Covenants, Warranties and Indemnity.

      (a)   Seller represents, warrants, and covenants to Buyer that the
            following statements are true and correct as follows as of the date
            of this Agreement, and will remain true and correct as of the
            Closing Date:


                                       5
<PAGE>

      (i)   Seller has no knowledge of, and has received no notice from any
            governmental authority stipulating that any assessments or charges
            for any public improvements have been made against the Property
            which remain unpaid, no improvements to the Property or any roads or
            facilities abutting the Property have been made or ordered for which
            a lien, assessment, or charge can be filed or made and Seller has no
            knowledge of, and has received no notice of any plans for
            improvements by any governmental or quasi-governmental authority
            which might result in a special assessment against the Property.

      (ii)  Seller is not a party to any management, employment, service,
            equipment, supply, maintenance, water, sewer, or other utility or
            concession agreements escrows or bonds with respect to or affecting
            the Property (collectively, "Service Contracts") which will burden
            the Property or be binding upon Buyer after Closing in any manner
            whatsoever, except for instruments of record and those agreements
            set forth on Exhibit "B". At Closing, Seller shall to Buyer assign
            to Buyer those Service Contracts which Buyer has elected to
            continue.


                                       6
<PAGE>

      (iii) Seller is a duly existing corporation incorporated and in good
            standing in the State of New York, the Guarantor is a duly existing
            corporation incorporated and in good standing in State of Delaware,
            and is qualified to do business and in good standing in the State of
            New York. Seller has the power and authority to enter in this
            Agreement and to consummate the transactions herein contemplated and
            Guarantor has the power and authority to enter into the Guarantee.
            This Agreement and all documents executed by Seller or Guarantor, as
            applicable, which are to be delivered to Buyer at Closing: (A) are
            duly authorized, executed and delivered by Seller or Guarantor, as
            applicable and are enforceable in accordance with their terms; (B)
            are the legal, valid and binding obligations of Seller or Guarantor,
            as applicable. Neither Seller nor Guarantor is bankrupt or insolvent
            and no bankruptcy, insolvency or reorganization proceeding is
            contemplated by Seller or Guarantor.

      (iv)  Seller is not a "foreign person" as contemplated by Section 1445 of
            the Internal Revenue Code.

      (v)   No brokerage or leasing commissions or other compensation is or will
            be due or payable to any person, firm, corporation, or other entity
            with respect to or on account of any leases or occupancy agreements
            affecting the Property or any extensions or renewals thereof, if
            any.

      (vi)  There are no tenants, licensees or other occupants of the Property
            except for Seller, and no party has any right or option to acquire
            or lease the Property or any portion thereof.

      (vii) Neither the execution and delivery of this Agreement, or any
            documents required in connection with the Closing, nor compliance
            with the terms and conditions of this Agreement by Seller, nor the
            consummation of the Sale, constitutes or will constitute a violation
            or breach of the Articles of Incorporation or By-Laws of Seller, or
            of any agreement or other instrument to which Seller is a party, to
            which it is subject or by which it is bound.


                                       7
<PAGE>

      (viii) To Seller's knowledge the present use of the Property is in
            compliance with applicable zoning classifications. Neither Seller
            nor the Property is in violation of: (a) any law, statute, code,
            regulation of any governmental agency or authority applicable to the
            Property; or (b) any building or occupancy permit; or (c) any
            condition, easement, right-of-way, covenant, agreement or
            restriction of record applicable to the Property, including without
            limitation any applicable building, land use or environmental laws.

      (ix)  There is no pending or, to the best of Seller's knowledge,
            threatened condemnation of any portion of the Property or other
            enforcement action brought or threatened by any governmental agency
            or official for violation in of any laws, rules, regulations or
            ordinances to which the Property is subject.

      (x)   No litigation is presently pending with respect to the Property, nor
            to the best of the Seller's knowledge has any litigation been filed,
            or threatened in writing, affecting the Seller's ability to
            consummate the transaction contemplated by this Agreement.

      (xi)  Seller holds fee simple title to and is the sole owner of the
            Property.

      (xii) Except as expressly set forth in the environmental reports provided
            to Buyer as attached hereto as Exhibit "C" (the "Environmental
            Report") and subject to subparagraph (xiii) below, (i) the Seller is
            in compliance with all applicable Environmental Laws; (ii) the
            Seller has not transported from, stored or disposed of any Hazardous
            Materials from or upon the Premises in contravention of applicable
            Environmental Laws; (iii) there has not occurred, nor is there
            presently occurring, a Release of any Hazardous Materials on, into
            or beneath the surface of the Property except in compliance with
            applicable Environmental Laws; (iv) the Seller has not transported
            or disposed of, or allowed or arranged for any third parties to
            transport or dispose of, any Hazardous Material to or at a site
            which, pursuant to CERCLA, has been placed on the National
            Priorities List; (v) the Seller has not received written notice that
            it is a potentially responsible party for a federal or state
            environmental cleanup site or for corrective action under RCRA; and
            (vi) the Seller has not undertaken (or been requested to undertake)
            any response or remedial actions at the request of any federal,
            state or local governmental entity;


                                       8
<PAGE>

      (xiii) In connection with complying with the recommendations contained in
            the Phase I Environmental Site Assessment, dated October 12, 2005
            (the "Phase I"), (1) Seller represents and warrants that (A) the
            storm drains located on the Real Property have been drained and
            cleaned, and, if required by Buyer's lender, such storm drains shall
            be tested by Seller at Seller's sole cost, (B) the two 1,000-gallon
            fuel oil storage tanks located at 1480 North Clinton Avenue have
            been registered and tested for tightness, the results of which are
            to be made available to Buyer by June 12, 2006, however, if it is
            determined the tightness test has not been complete, Seller shall
            conduct the tightness test and provide Buyer the results of which by
            June 12, 2006, and (C) the 3,000-gallon underground storage tank
            located at 1479 North Clinton Avenue has been removed in accordance
            with applicable regulations; and (2) Seller covenants that (V)
            Seller shall clean the area around the storm drains located on the
            Real Property prior to recertification of the Phase I, or any
            additional Phase I Environmental Site Assessment being conducted on
            Real Property by Buyer, (W) Seller shall place all drums located in
            or on the Real Property on spill pallets prior to recertification of
            the Phase I, or any additional Phase I Environmental Site Assessment
            being conducted on Real Property by Buyer, (X) Seller shall clean
            the floors of all the buildings located on the Real Property, using
            a spill absorbent material, prior to recertification of the Phase I,
            or any additional Phase I Environmental Site Assessment being
            conducted on the Real Property by Buyer, (Y) Seller shall clean up
            the area of the Real Property where salvageable metal pieces are
            stored prior to recertification of the Phase I, or any additional
            Phase I Environmental Site Assessment being conducted on Real
            Property by Buyer, and (Z) Seller shall undertake to renew the
            permit for the 1100-gallon drum storage unit located at 1479 North
            Clinton Avenue.

For purposes of this Agreement:

      "Environmental Laws" shall mean any and all federal, state, local and
foreign statutes, laws, codes, regulations, ordinances, rules, judgments,
injunctions, orders, decrees, permits, franchises or licenses relating to
pollution, hazardous substances, hazardous wastes, petroleum or otherwise
relating to protection of the environment, natural resources or human health,
including but not limited to: the Clean Air Act; Clean Water Act; Resource
Conservation and Recovery Act ("RCRA"); Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA"); Emergency Planning and Community
Right-to-Know Act; Federal Insecticide, Fungicide and Rodenticide Act; Safe


                                       9
<PAGE>

Drinking Water Act; Toxic Substances Control Act; Hazardous Materials
Transportation Act; Occupational Safety and Health Act; and Endangered Species
Act of 1973, each as amended.

      "Hazardous Materials" means any substance in amounts and concentrations
that: (i) require reporting, investigation, removal or remediation under any
Environmental Law; (ii) are regulated as a "hazardous waste," "hazardous
substance" or "pollutant" or "contaminant" under any Environmental Law; (iii)
cause a nuisance, trespass or other tortious condition or poses a hazard to the
health or safety of persons; or (iv) contain gasoline, diesel fuel or other
petroleum fuels, PCBs, asbestos or urea formaldehyde foam insulation.

      "Release" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, or disposing into
the environment of any Hazardous Material (including the abandonment or
discarding of barrels, containers, and other closed receptacles containing any
Hazardous Material).

            (xiv) There are no tax abatements or exemptions affecting the
      Property.

            (xv) During the period of Seller's ownership of the Property: (A)
      none of the Property has been excavated by Seller; (B) no landfill was
      deposited on, or taken from, the Property by Seller; and (C) no
      construction debris or other debris (including, without limitation, rocks,
      stumps, or concrete) was buried upon any of the Property and to Seller's
      best knowledge known of the foregoing occurred prior to Seller's taking
      title to the Property.

            (xvi) A permanent unconditional certificate of occupancy for the
      improvements has been issued by the appropriate governmental authority and
      is in full force and effect.

            (xvii) The Property has direct and continuous ingress and egress to
      and from a dedicated county road and there is no action, pending or
      threatened that would impair or curtail such ingress or egress


                                       10
<PAGE>

      The representations and warranties of Seller contained in this Section 5
shall survive Closing and the delivery of the deed.

      (b) Seller shall indemnify, defend and hold Buyer harmless from and
against any and all claims, actions, judgments, liabilities, suits, liens,
damages, penalties, fines, costs and reasonable attorneys' fees (whether or not
a suit is commenced and including any appeal), foreseen or unforeseen, asserted
against, imposed on or suffered or incurred by Buyer (or the Property) directly
or indirectly arising out of or in connection with any breach of the warranties,
representations and covenants set forth in this Section 5 made as of the date of
this Agreement. The warranties and representations set forth in this Section 5
shall be deemed remade as of Closing and updated if necessary, and all of such
warranties and representations, as so remade and updated, and the indemnity
obligation set forth in this Section 5 shall survive Closing and the delivery of
the deed. In the event any of Seller's warranties and representations are prior
to Closing known to be inaccurate in a circumstance that is material and adverse
to Buyer and not otherwise permitted herein, and if Buyer shall be unwilling to
waive same and close this transaction without abatement of the Purchase Price or
allowance of any kind, Buyer's sole remedy shall be to terminate this Agreement
by giving written notice thereof to Seller, and thereupon the Deposit (and all
interest accrued thereon) shall be refunded to Buyer and neither party shall
have any further rights or obligations hereunder, except for those rights and
obligations which by their terms specifically survive the termination of this
Agreement.

      Except as set forth in Section 5(a) hereof Seller has not made and does
not make any representations or warranties as to the physical condition, rents,
leases, income, expenses, zoning or legality of occupancy of the Property, stays
of title or any other matter or thing affecting or relating to the Property and
Buyer acknowledges that no such representations and warranties have been made
and Buyer further agrees to take the property "as is" in its present physical
condition subject to reasonable wear and tear and normal depreciation between
the date hereof and the Closing date. Seller shall not be liable or bound in any
way for any verbal or written statements, representations or information
pertaining to the property furnished by any real estate broker or agent thereof
or employee of Seller or any other person. All prior and contemporaneous
representations, statements, understanding and agreements between the parties
with respect to the subject matter hereof are merged into this Agreement.


                                       11
<PAGE>

6.    Conditions of Buyer's Obligations. The obligation of Buyer under this
      Agreement to purchase the Property from Seller is contingent upon and
      subject to the satisfaction at Closing of each of the following conditions
      (any one of which my be waived in whole or in part by Buyer at or prior to
      Closing):

      (a)   All of the representations and warranties by Seller set forth in
            this Agreement shall be true and correct at and as of the date of
            this Agreement and as of the Closing Date in all respects as though
            such representations and warranties were made at and as of the
            Closing Date, and Seller shall have timely performed, observed, and
            complied with all covenants, agreements, and conditions required by
            this Agreement to be performed on its part prior to or as of
            Closing.

      (b)   Buyer shall have a period from the Effective Date through the date
            that is thirty (30) business days thereafter (the "Due Diligence
            Period") to conduct due diligence investigations and analysis of the
            Property and all information pertaining to the Property. Seller
            shall permit Buyer and its representatives to have access to the
            Property during regular business hours in order to conduct its due
            diligence investigations, subject to the notice requirement set
            forth in subparagraph (iii) below.

            (i)   Buyer shall have the right, but not the obligation, to perform
                  any and all inspections, investigations and tests deemed
                  appropriate by Buyer in its sole discretion including, but
                  limited to of the following:

                  (A) Inspect all physical aspects of the Property, including
                  without limitation, all operating systems, structural
                  components and related service contracts, building approvals,
                  plans and specifications and all occupancy certificates and
                  permits;


                                       12
<PAGE>

                  (B) Investigate all zoning, code and governmental
                  requirements;

                  (C) Review existing environmental reports and studies in
                  Seller's possession or control;

                  (D) Review preliminary title reports and surveys;

                  (E) Review the financial statements of Seller and of Gales
                  Industries Incorporated, a Delaware corporation ("Guarantor"),
                  which is to guarantee all of Seller's obligations as tenant
                  pursuant to the Lease (as hereinafter defined).

                  (F) Review of all agreements relating to the use, operation
                  and occupancy of the Property, including, without limitation,
                  financial and operating statements, leases, occupancy
                  agreements, equipment or other rental agreements, maintenance
                  agreements, service agreements and any and all other contracts
                  with third parties.

            (ii) If Buyer, in its sole and absolute discretion, determines that
            the Property is unsuitable for purchase for any reason whatsoever,
            and Buyer notifies Seller and Title Company of Buyer's election to
            terminate before 5:00 p.m. on the last day of the Due Diligence
            Period, this Agreement thereupon shall become void, the Deposit
            shall be returned to Buyer forthwith with interest and there shall
            be no further obligation or liability on either of the parties
            hereto. Upon receipt of notice of termination under this
            subparagraph, Title Company shall immediately deliver the Deposit
            and accrued interest to Buyer.

            (iii) Buyer shall notify Seller twenty-four (24) hours in advance of
            any time that it intends to be on site conducting its due diligence
            investigations and shall restore the Property to its original


                                       13
<PAGE>

            condition at the conclusion of the Due Diligence Period. Buyer shall
            endeavor to conduct its due diligence investigations in a matter
            that does not unreasonably disrupt the business operations of Seller
            at the Property.

            (iv) Prior to any contractor retained by Buyer or such contractor's
            representatives entering upon the Property, Buyer shall deliver, or
            cause its contractors to deliver, a public liability policy naming
            Seller as a named insured with a combined single limit in case of
            death or injury or property damage of not less than $3,000,000.
            Buyer shall keep the property free and clear and any and all liens
            and will indemnify, defend and hold Seller harmless from any and all
            claims and liabilities asserted against Seller as a result of any
            inspections, investigations, and entry by Buyer, its agents,
            employees or representatives. If any inspection or test disturbs the
            Property, Buyer will restore the Property to substantially the same
            condition as existed prior to any such inspection or test. The
            obligations of Buyer under this section shall survive the
            termination of this Agreement.

      (c) Within five (5) days of the Effective Date, Seller shall deliver to
      Buyer any and all of the following materials:

            (i) The most recent survey of the Property (the "Survey") prepared
            by a registered and licensed surveyor;

            (ii) Copies of the floor plans of all buildings on the Property,
            together with copies of all other plans and specifications of the
            Property and the Improvements and any appraisals of the Property or
            any portion thereof, to the extent that such plans and
            specifications are in Seller's possession;

            (iii) Copies of all Service Contracts;

            (iv) Copies of all environmental, engineering, soil, hydrology and
            other reports in Seller's possession or under Seller's control with
            respect to the Property;


                                       14
<PAGE>

            (v) Copies of the latest title policy with respect to the Property;

            (vi) Certified financial statements of (A) the Seller for the three
            (3) years prior to the Effective Date and (B) the Guarantor for the
            one year prior to the Effective Date;

            (vii) Copies of all tax bills relating to the Property;

            (viii) Copies of all permits and approvals relating to the Property,
            including, without limitation, all zoning approvals, building or
            construction permits and certificates of occupancy.

            (ix) all Reports and any other agreement(s) directly or indirectly
            affecting or impacting the Premises and any and all other documents
            or correspondence that impact or affect the Premises, the value of
            the Premises or the business being conducted on the Premises

      (d) At Closing, Seller shall deliver to Buyer duly executed originals of
      the following:

            (i) A bargain and sale deed in the usual and customary form with
            covenant's against grantor's act duly executed and acknowledged by
            Seller and in proper form for recording (the "Deed").

            (ii) Originals of the following instruments (or copies if originals
            are unavailable), all certified by Seller as true and correct to the
            best knowledge of Seller:

                  (A) Each bill of current real estate taxes, sewer charges and
                  assessments, water charges, and other utilities, together with
                  proof of payment thereof (to the extent same have been paid);


                                       15
<PAGE>

                  (B) All assigned guaranties and warranties relating to the
                  improvements and equipment therein, if any; and

                  (C) All documents listed in Section 6(c) above.

            (iii) An assignment of all Service Contracts which Buyer has elected
                  to assume and a termination of any Service Contracts Buyer has
                  not elected to assume.

            (v) An affidavit of title in favor of Buyer and the Title Company in
            the form customarily used by the Title Company.

            (vi) The original Lease, and the original Lease Guaranty (as defined
            in Section 16 below)

            (vii) An estoppel certificate from Seller, as tenant pursuant to the
            Lease, dated not more than fifteen (15) days prior to the Closing
            Date and in form and substance acceptable to the Buyer and its
            Lender, if any and an estoppel certificate from Guarantor relative
            to the Guarantee in form and substance acceptable to Buyer and its
            Lender, if any.

            viii  Such other documents as reasonably may be required by the
                  Buyer, its counsel or the Title Company in order to consummate
                  this transaction accordance with this Agreement, including,
                  without limitation, all necessary corporate authorizations,
                  approvals and resolutions, and a certificate confirming that
                  Seller is not a foreign person or entity that would be subject
                  to withholding.

            ix    a closing statement


                                       16
<PAGE>

            x     Satisfactions of any and all liens, encumbrances and other
                  conditions to be satisfied and extinguished upon Closing and
                  any necessary corrective title instruments;

            xi    A sworn affidavit of Seller authorizing the sale of the
                  Property, an incumbency certificate and a certificate stating
                  that all representations contained herein were true and
                  correct when made and are true, correct and restated as of the
                  time of Closing and that each representation and warranty
                  shall survive the Closing and the purchase and sale
                  transaction contemplated in this Agreement and a sworn
                  affidavit from Guarantor authorizing the execution of the
                  Lease Guaranty;

            xii   there shall not have been any adverse change in environmental
                  condition, physical condition or title of the Property, no
                  event or condition shall have occurred which has or might
                  reasonably have a material adverse effect on the Property and
                  the Property shall be free of any hazardous substances

            (e) (i) Seller will have paid, prior to the Closing Date, all taxes
            and assessments for commenced or completed improvements, including
            assessments payable in installments, which are to become due and
            payable, or a lien upon the Property, except for taxes for the
            current year, which shall be prorated in accordance with this
            Agreement. No special assessments have been levied against the
            Property. No work has been performed at the Property or is in
            progress, and no materials have been furnished to the Property other
            than ordinary and usual maintenance and repair work. If any lien for
            any such work is filed before or after Closing, Seller shall
            promptly discharge the same.

                  (ii) Seller will not further sell, encumber, convey, assign or
            contract to sell, convey, assign or pledge, all or any part of the
            Property, nor restrict the use of all or any part of the Property,
            nor take or cause to be taken any action in conflict with this
            Agreement at any time between the date of this Agreement and: (A)
            Closing, or (B) the earlier termination of this Agreement pursuant
            to its terms.


                                       17
<PAGE>

                  (iii) During the period between the Effective Date and the
            Closing Date, Seller shall: (A) comply with all applicable
            governmental laws, codes and requirements (including, without
            limitation, Environmental Laws) and the terms and conditions of all
            agreements affecting the Property; (B) continue to operate,
            maintain, use and repair the Property in a manner consistent with
            Seller's current practices, including, without limitation,
            maintaining all insurance coverage as now currently exists and/or
            may be required by the terms of any mortgages affecting the
            Property; (C) promptly inform Buyer in writing of any event
            adversely affecting the ownership, use, occupancy operation or
            management of the Property; (D) not enter into any new or amend any
            existing service agreements or maintenance agreements or other
            agreements affecting the Property that would be binding upon Buyer
            following Closing, unless Buyer has specifically consented in
            writing to same; and (E) not create any manner of lien or
            encumbrance upon the Property, without the express prior written
            consent of Buyer which consent may be withheld at Buyer's sole
            discretion.

                  (iv) Buyer shall have received from a Title Company an ALTA
            Owner's fee policy of title insurance for the Property, or in the
            alternative an irrevocable commitment for the issuance thereof,
            insuring title to the Property in the name of Buyer and in an amount
            not less than the Purchase Price. The policy shall be consistent
            with the Title Commitment referred to above, subject only to the
            Permitted Exceptions set forth on Exhibit B and to the standard
            printed exceptions in an ALTA form of policy. and which shall
            include such endorsements as Buyer shall request

                  (v) The Property shall be free of any and all municipal and
            other liens and there shall be no open permits effecting the
            Property;

                  (vi) There shall not have been any material adverse change in
            environmental condition, physical condition or title of the


                                       18
<PAGE>

            Property, no event or condition shall have occurred which has or
            might reasonably have a material adverse effect on the Property and
            the Property shall be free of any hazardous substances.

            (f) Seller and Buyer shall enter into the Lease (as defined in
            Section 16 below).

            (g) As of the Closing Date, there shall exist no pending action,
            lawsuit or proceeding with respect to Seller, Guarantor or the
            Property before any court, administrative agency or tribunal which
            seeks to restrain or prohibit the consummation of the sale of the
            Property as contemplated by this Agreement.

            (h) Notwithstanding anything contained in this Agreement to the
            contrary, Buyer, in its sole and absolute discretion, shall have the
            right to terminate this Agreement after the expiration of the Due
            Diligence Period and receive the return of the Deposit (plus all
            accrued interest) (i) if there occurs any change or alteration in
            the environmental condition of the Property that occurs after the
            expiration of the Due Diligence Period and is not a result of the
            direct actions of Buyer or (ii) if there is a material adverse
            change in the financial condition of the Guarantor.

7.    Possession. Possession of the Property shall be given to Buyer at Closing
      unoccupied and free of any liens, subject only to the tenancy with the
      Seller pursuant to the Lease, as more particularly set forth and described
      in Section 16 below.

8.    Apportionments.

            (a)   Real estate taxes, assessments, utilities, operating expenses,
                  and other apportionable income and expenses are not to be
                  pro-rated inasmuch as these shall be the responsibility of
                  Seller as Tenant under the Lease .

            (b)   All real property transfer taxes, stamp fees and taxes, and
                  escrow fees, if any, imposed on or in connection with this
                  transaction shall be paid by Seller. All other costs of
                  closing shall be paid for by either Buyer or Seller, according
                  to the customary practices for commercial real estate closings
                  in the Bay Shore, New York area.


                                       19
<PAGE>

            (c)   Seller shall pay all rollback taxes pertaining to the
                  Property, if any.

            (d)   Each party shall pay for the fees of its own attorneys.

9.    Condemnation. Seller covenants and warrants that Seller has not received
      any notice of any pending or threatened condemnation proceeding or other
      proceeding in the nature of eminent domain in connection with the
      Property. If prior to Closing any such proceeding is commenced or any
      change is made, or proposed to be made, to the current means of ingress
      and egress to the Property or the roads or driveways adjoining the
      Property, or to change such ingress or egress or to change the grade
      thereof, Seller agrees immediately to notify Buyer thereof. Buyer then
      shall have the right, at Buyer's option, to terminate this Agreement by
      giving written notice to Seller within thirty (30) days after receipt of
      such notice. If Buyer does not so terminate this Agreement, Buyer shall
      proceed to Closing pursuant to this Agreement as if no such proceeding had
      commenced and will pay Seller the full Purchase Price in accordance with
      this Agreement. Seller shall assign to Buyer all of its right, title, and
      interest in and to any compensation for such condemnation. As long as
      Buyer has elected to proceed with the Agreement and pay the full Purchase
      Price for the Property, Seller shall not negotiate or settle any claims
      for compensation prior to Closing, and Buyer shall have the sole right (in
      the name of Buyer or Seller or both) to negotiate for, to agree to, and to
      contest all offers and awards.

10.   Default by Buyer. If Buyer, without the right to do so and in default of
      its obligation hereunder, fails to complete Closing, the Deposit and all
      accrued interest shall be paid to Seller. Such payment of the Deposit and
      all accrued interest to Seller shall be deemed to be liquidated damages
      for Buyer's default. Seller hereby waives any right to pursue any other
      remedy permitted at Law or in equity against Buyer.


                                       20
<PAGE>

11.   Default by Seller. If Seller, without the right to do so and in default of
      its obligations hereunder, fails to complete Closing, the Deposit and all
      accrued interest shall be returned to Buyer, and Seller shall reimburse
      Buyer for all of Buyer's reasonable costs incurred in connection with this
      transaction, including, without limitation, costs of title and survey,
      costs of inspections and environmental reviews, cost of Buyer's
      consultants and attorneys, up to a maximum of $25,000. In addition, Buyer
      may exercise any remedies available to it at law or in equity, including,
      but not limited to, specific performance.

12.   Risk of Loss. Seller shall bear the risk of all loss or damage to the
      Property from all causes, other than the willful acts or negligence of
      Buyer, its agents, contractors, and/or representatives, until Closing. If
      the Property or any part thereof is damaged by fire or other casualty
      prior to Closing which would cost in excess of $50,000.00 to repair (as
      determined by an insurance adjuster selected by the insurance carriers),
      Seller shall promptly notify Buyer thereof and Buyer, at its option, may
      terminate this Agreement by written notice to Seller given on or before
      the earlier of: (i) twenty (20) days following the date that Buyer
      receives notice of such casualty; or (ii) the Closing Date (provided,
      however, that in the event that Buyer has less than twenty (20) days in
      which to respond, the Closing Date shall be adjourned to the extent
      necessary in order to provide Buyer with a twenty (20) day response
      period). In the event of such termination, this Agreement shall be of no
      further force and effect and, except for those obligations which by their
      terms shall survive the termination of this Agreement, neither party shall
      thereafter have any further obligation under this Agreement, and Seller
      shall promptly return the Deposit and all accrued interest to Buyer. If
      Buyer does not elect to terminate this Agreement or the cost of repair is
      determined by the selected adjusters to be less than $50,000.00, then the
      Closing shall take place as herein provided without abatement of the
      Purchase Price, and Seller shall assign and transfer to Buyer at the
      Closing, without warranty or recourse, all of Seller's right, title and
      interest to the insurance proceeds paid or payable to Seller on account of
      such fire or casualty. Seller shall pay or credit to Buyer the amount of
      the deductible of any of Seller's applicable insurance policies.

13.   Brokerage. Buyer represents and warrants to Seller and Seller represents
      and warrants to Buyer that each dealt with no broker, agent, finder, or
      other intermediary in connection with this sale and purchase other than
      George Tsunis Real Estate Inc. Seller shall be solely responsible for all
      commissions due to Broker pursuant to a separate agreement, and such


                                       21
<PAGE>

      commissions shall be payable out of Seller's closing proceeds if and when
      Closing takes place. Seller agrees to pay any other real estate broker or
      other intermediary claiming a commission in connection with this sale and
      purchase or the Lease, and Buyer shall have no liability or obligation in
      connection therewith. Seller agrees to indemnify, defend, and hold Buyer
      harmless from and against the claims of any and all brokers and other
      intermediaries claiming a commission in connection with this sale and the
      leaseback of the property pursuant to the Lease. These covenants and
      indemnities shall survive the Closing and the delivery of the Deed or the
      sooner termination of this Agreement.

14.   Notices. All notices, requests, and other communications under this
      Agreement shall be in writing and shall be delivered: (i) in person; (ii)
      by registered or certified mail, return receipt requested; (iii) by
      recognized overnight delivery service providing positive tracking of items
      (for example, Federal Express); or (iv) by facsimile, with the original to
      follow as provided in (ii) or (iii) above, addressed as follows or at such
      other address of which Seller or Buyer shall have given notice as herein
      provided:

         If intended for Seller:
                  Air Industries Machining, Corp.
                  1479 North Clinton Avenue
                  Bay Shore, New York 11716

                  Attention: Michael A. Gales, Executive Chairman

         With a copy to:
                  Eaton & Van Winkle LLP
                  3 Park Avenue, 16th Floor,
                  New York, New York 10016
                  Attn: Vincent J. McGill, Esq.


                                       22
<PAGE>

         If intended for Buyer:
                  Net Lease Advisors, LLC
                  345 Old Short Hills Road
                  Short Hills, New Jersey   07078
                  Attn:  Peter Weisman
                  Pw1955@aol.com

         And to:           Single-Tenant Financial Corp
                           11730 Berry Drive
                           Cooper City, FL 33026
                           Att:  David Piasecki
                           drpinvestco@aol.com

      All such notices, requests, and other communications shall be deemed to
      have been sufficiently given for all purposes hereof one (1) day after
      overnight delivery and three (3) days after deposit of the notice in the
      U.S. mail. Notices by the parties may be given on their behalf by their
      respective attorneys.

15.   Further Assurance. After Closing, at Buyer's sole cost and expense, Seller
      shall execute, acknowledge, and deliver, for no further consideration, all
      reasonable forms of assignments, transfers, deeds, and other documents as
      Buyer may reasonably request to vest in Buyer and perfect Buyer's right,
      title, and interest in and to the Property.

16.   Lease Execution. The parties acknowledge and agree that as a condition to
      their respective obligations hereunder, Buyer shall lease to Seller, and
      Seller shall lease as tenant, from Buyer, effective the Closing, the
      entire Property and improvements located thereon pursuant to the terms and
      provisions of that certain lease agreement which shall be substantially in
      the form attached hereto and made a part hereof as Exhibit "D" (the
      "Lease"). At Closing, Buyer and Seller shall fully execute and deliver to
      the other, the Lease, as same may have been amended, in a mutually
      agreeable form, and such delivery shall be a material obligation of Buyer


                                       23
<PAGE>

      and Seller under this Agreement. All of Seller's obligations as tenant
      pursuant to the Lease shall be unconditionally guaranteed by the Guarantor
      pursuant to the terms and provisions of a guaranty agreement, which shall
      be substantially in the form attached hereto and made a part hereof as
      Exhibit "E" (the "Lease Guaranty").

17.   Miscellaneous.

      (a)   The captions in this Agreement are inserted for convenience of
            reference only and in no way define, describe, or limit the scope or
            intent of this Agreement or any of the provisions hereof.

      (b)   Buyer shall have the right to assign this Agreement without Seller's
            consent. The assignee shall sign an assignment and assumption of
            this Agreement, by which the assignee agrees to undertake all of
            Buyer's obligations pursuant to this Agreement. Buyer shall provide
            written notice of such assignment to Seller, and Seller agrees to
            convey the Property directly to Buyer's assignee. Time is of the
            essence with respect to this Agreement.

      (c)   This Agreement shall be binding upon and shall inure to the benefit
            of the parties hereto and their respective heirs, executor,
            administrators, legal representatives, successors, and assigns.

      (d)   This Agreement, including the exhibits attached hereto, contains the
            whole agreement as to the Property between Seller and Buyer, and
            there are no other terms, obligations, covenants, representations,
            statements, or conditions, oral or otherwise of any kind whatsoever
            concerning this sale and purchase, except for the Lease, upon the
            execution of same. This Agreement shall not be altered, amended,
            changed, or modified except in writing executed by the parties
            hereto.


                                       24
<PAGE>

      (e)   This Agreement shall be construed in accordance with the laws of the
            State of New York.

      (f)   All of the parties hereto are experienced and sophisticated in
            business and understand the terms and conditions set forth herein.
            Each of the parties hereto has sought or has knowingly waived its
            opportunity to seek the advice of independent legal counsel prior to
            entering into this Agreement. Should any provision of this Agreement
            require judicial interpretation, it is agreed the Court interpreting
            or construing such provision shall not apply any presumption that
            the terms hereof shall be more strictly construed against one party
            by reason of any rule of construction which might otherwise require
            or permit this document to be construed more strictly against the
            party who itself or through its agents prepared this document.

      (g)   In the event of termination of this Agreement by either party for
            any reason, then, upon the return of the Deposit to Buyer, plus all
            interest accrued thereon, this Agreement shall terminate and the
            parties shall have no further rights or obligations with respect to
            the other, except for those provisions of this Agreement which, by
            their terms, specifically survive the Closing or sooner termination
            of this Agreement.

      (h)   Neither this Agreement nor any provision may be changed, waived,
            discharged or terminated orally, but only by a written agreement
            signed by both Buyer and Seller.

      (i)   The waiver by any party of any breach or default by any other party
            under any of the terms of this Agreement, shall not be deemed to be,
            nor shall the same constitute, a waiver of any subsequent breach or
            default in the part of any party. This Agreement shall be construed
            and enforced under the laws of the state of Florida. Whenever a date
            specified herein shall fall on a Saturday, Sunday or legal holiday,
            the date shall be extended to the next succeeding business day.


                                       25
<PAGE>

      (j)   Any dispute that may arise relative to this Agreement shall be
            resolved by submitting the same to binding Arbitration to be
            conducted under the authority of the American Arbitration
            Association, the parties agreeing to submit jurisdiction of such
            dispute(s) to such body pursuant to its rules and regulations. The
            prevailing party in any proceeding shall be entitled to recover from
            the other party, in addition to any damages or other relief granted
            as a result of such proceeding, all costs and expenses of such
            proceeding and reasonable attorneys' fees as fixed by the
            Arbitrator(s). A single member panel shall be employed and the venue
            for any Arbitration shall be New York.

18. Exhibits. The following exhibits are attached to and made a part of this
Agreement:

Exhibit "A" - Metes and Bounds Description of the Property
Exhibit "B" - List of Service Contracts
Exhibit "C" - Environmental Matters
Exhibit "D" - Form of Lease
Exhibit "E" - Form of Lease Guaranty

19. Counterparts. This Agreement may be signed in one or more counterparts, each
of which shall be an original and all of which, taken together, shall constitute
one and the same instrument.

                            [SIGNATURE PAGE FOLLOWS]


                                       26
<PAGE>

      IN WITNESS WHEREOF, intending to be legally bound, the parties have caused
this Agreement to be duly executed, under seal, as of the day and year first
written above.

WITNESS/ATTEST:                          SELLER:

                                         Air Industries Machining, Corp.
                                         A New York Corporation

                                         By:
------------------------------               -----------------------------------
                                             Name
                                                  ------------------------------
                                             Title:
                                                    ----------------------------

                                         BUYER:

                                         NET LEASE ADVISORS, LLC
                                         A New Jersey Limited Liability Company

                                         By:
------------------------------               -----------------------------------
                                             Name:  Peter Weisman
                                             Title: Managing Member

ESCROW RECEIVED AND CONDITIONS OF
ESCROW ACCEPTED:

EATON & VAN WINKLE LLP, AS ESCROW AGENT



--------------------------------


                                       27
</TEXT>
</DOCUMENT>
