1 Exhibit 10.01 SALE AGREEMENT

1
Exhibit 10.01
SALE AGREEMENT

THIS AGREEMENT is made and entered into this 23rd day of July, 1996 by and
between (i) PSI CAPITAL CORP., a Connecticut corporation ("Seller"), and (ii)
WINDEMERE PINES AT GOSHEN, INC., a New York corporation, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ("Purchaser").

RECITALS

A. Seller owns in fee simple remaining 133 lots described in Exhibit A
annexed hereto located in the Village of Goshen, Orange County, New York, (the
"Real Property").

B. On December 18, 1973, the Planning Board of the Village of Goshen
granted final approval to a subdivision plat which included the Real Property
and such subdivision plat was filed in the Orange County Clerk's Office on
December 24, 1973 as Map No. 3124 and a new map dated May 31, 1996 is the
subject of the Stipulation of Settlement annexed as Exhibit B, said map being
the operative map of the development (the "Map").

NOW, THEREFORE, in consideration of these premises, of the mutual promises
hereinafter set forth, and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1. Purchase and Sale. On the Closing Date, and subject to the
terms and conditions set forth in this Agreement, Seller agrees to sell and
convey the Real Property to Purchaser, and Purchaser agrees to purchase and
acquire the Real Property from Seller.

Section 2. Purchase Price.

The purchase price ("Purchase Price") for the 133 lots constituting the
Real Property shall be $4,029,900 payable as follows:

(a) $152,950 in cash at the closing;

(b) $1,862,000 by a purchase money note to be paid from the construction
loan on the Real Property annexed hereto as Exhibit C.
2

Section 3. The Construction Loan. As soon as is feasible, the Purchaser
shall obtain a construction loan for the Real Property and use the first
proceeds thereof to satisfy the purchase money note and the balance to be used
for the construction of residences on each lot.

Section 4. The Debenture. The Debenture shall be paid off as each of the
lots constituting the Real Property are conveyed to the end purchaser of the one
family residence constructed thereon, each such payment to be equal to at least
50% of the net profit to the Purchaser with respect to said sale until the
Debenture has been paid in full. If the parties cannot agree on the amount of
the net profit it shall be determined by arbitration in New York City in
accordance with the commercial arbitration rules of the American Arbitration
Association (the "Arbitration Provisions").

Section 5. Condition of Title.

(a) Title in and to the Real Property shall be marketable and good of
record and in fact and insurable as such at ordinary rates, and shall be free
and clear of all liens, encumbrances, leasehold interests, covenants,
conditions, restrictions, rights-of-way, easements and other matters affecting
title, excepting only (i) the lien of real estate taxes to be brought current at
the Closing, (ii) utility easements which do not render title unmarketable or
impair the intended development of the Real Property by Purchaser, (iii) the
mortgage of Bank of New York and Seller indemnifies Purchaser for the amount
necessary to satisfy said mortgage, and (iv) the matters contemplated in this
Agreement.

(b) In the event the title commitment obtained by Purchaser reveals that
title is not in the condition as required in paragraph (a) of this Section,
Purchaser shall give to Seller written notice specializing any and all title
defects and Seller shall take such actions as is appropriate to remove said
defects. Any dispute over whom shall remove any title defect shall also be
resolved by the Arbitration Provision set forth above.

Section 6. Additional Representations and Warranties of Seller.

Seller warrants and represents to and covenants with Purchaser as follows:

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(a) Seller is a duly organized and validly existing corporation and is the
owner of all legal and beneficial right, title and interest in and to the Real
Property, with full power and authority to enter into and perform its
obligations under this Agreement, and the person(s) executing this Agreement on
behalf of Seller has(ve) been empowered to bind Seller.

(b) Except as provided herein Seller shall not, without in each instance
first obtaining the prior written consent of Purchaser, (i) grant, create,
assume, suffer or permit to exist any lien, encumbrance, leasehold interest,
covenant, condition, restriction, right-of-way, or easement upon or against the
Real Property or (ii) take or permit any action which could affect adversely the
condition of title to the Real Property.

(c) No commitment or obligation to any Governmental Authority or to any
other entity, organization, group or individual has been made by Seller in
connection with the Real Property which would burden the Real Property or impose
any obligation on Purchaser, its successors or assigns, to make any payments or
contributions of money or dedications of land, or to construct, install or
maintain any improvements of a public or private nature on or off the Real
Property.

(d) To Seller's knowledge, there is no (i) hazardous material located on
the Real Property which, under federal, state or local law, statute, ordinance
or regulation, or court or administrative order or decree, or private agreement,
requires special handling in collection, storage, treatment or disposal, or (ii)
fill material located on the Real Property other than homogeneous soils suitable
for the intended development of the Real Property and compacted within normal
tolerances.

(e) Seller is not a "foreign person" within the meaning of the Internal
Revenue Code of 1986 (the "Code"), the transactions contemplated hereunder do
not constitute a disposition of a U.S. real property interest by a foreign
person, and on the Closing Date, no person, including without limitation,
Purchaser and its counsel and title company, will be subject to the withholding
requirements of Section 1445 of the Code. At the time of closing hereunder,
Seller shall deliver to Purchaser, such title company and Purchaser's lender (if
any) an affidavit under penalties of perjury providing Seller's U.S. taxpayer
identification number and stating that Seller is not a foreign person, it being
understood and agreed by Seller that Purchaser may be required to file such
affidavit with the Secretary of the Treasury pursuant to applicable regulations.

(f) The representations and warranties shall survive the Closing hereunder
for a period of two years from the Closing.

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Section 7. Additional Undertakings of Seller.

(a) Seller shall give or cause to be given to Purchaser, and its agents
and representatives, full access to the Real Property.

(b) On the Closing Date, Seller shall execute, acknowledge and deliver to
Purchaser a bargain and sale deed(s) in proper form for recording, conveying the
Real Property to Purchaser, with title in the condition required under this
Agreement.

Section 8. Representations and Warranties of Purchaser.

Purchaser represents and warrants to and covenants with Seller as follows:

(a) The person executing this Agreement on behalf of Purchaser has been
empowered to bind Purchaser.

(b) Purchaser agrees to indemnify and hold harmless Seller from and
against any liability for personal injury or property damage Seller may incur as
a result of the rights of entry and access granted to Purchaser under Section
6(a) of this Agreement.

Section 9. Closing.

(a) Unless extended by mutual consent, the closing of the purchase and
sale of the Real Property during normal business hours, at ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, ▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, on or before August 5, 1996.

(b) The delivery of the Purchase Price, the executed deed of conveyance
and all other documents and instruments required to be delivered by either party
to the other by the terms of this Agreement shall be deemed to be a good and
sufficient tender of performance of the terms hereof. On the Closing Date,
Purchaser and Seller shall deliver to the other such additional or other
documents or instruments as either reasonably may request in order to consummate
the transactions contemplated hereby.

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(c) Real estate taxes and other pro-ratable items shall be adjusted as of
the Closing Date and shall be assumed thereafter by Purchaser. Seller shall pay
for the preparation of the deed of conveyance, any other required documents for
the conveyance, the NYS Transfer Tax and the fees of Seller's legal counsel.
Purchaser shall pay the fees of Purchaser's legal counsel.

(d) From time to time after the Closing Date, Seller and Purchaser,
without charge to the other, shall perform such other acts, and shall execute
and acknowledge and shall furnish to the other such other instruments and/or
documents and materials and information which each may have in its possession to
effect the consummation of the transactions provided for in this Agreement.

Section 10. Governmental Approval.

Seller covenants that it shall use reasonable efforts to assist the
Purchaser to obtain the necessary approvals from the Board of Trustees of the
Village of Goshen, the Planning Board of the Village of Goshen and all other
government agencies and authorities having jurisdiction for the development of
the Real Property. Purchaser acknowledges that the acts, covenants,
restrictions, easements, conditions, grants and concessions of the developer
relating to the lots to be sold hereunder are acceptable, and covenants to
accept title to and purchase and acquire the Real Property subject to such acts,
covenants, restrictions, grants and concessions.

Section 11. Default.

If Purchaser shall default in its obligations to close under this
Agreement and such default shall continue uncured for more than ten (10) days
after the date written notice thereof shall have been given to Purchaser by
Seller, then Seller shall have the right, upon written notice given to
Purchaser, to terminate this Agreement and this shall be the sole right of
Seller at law or in equity.

Section 12. Brokerage.

Purchaser and Seller each represent and warrant to the other that no
broker has acted for it in connection with the sale and purchase of the Real
Property.

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Section 13. Notices.

All notices and other communications under this Agreement shall be in
writing and shall be sent by certified mail, return receipt requested,
postage-prepaid, or by personal delivery, addressed to the parties as and at the
addresses set forth after their signatures to this Agreement, with copies to the
other parties there noted, or to such other address and/or to the attention of
such other person of which Seller or Purchaser shall give notice as provided
herein. Notice by mail shall be deemed to have been given as of the date on
which the same shall be postmarked by the United States Postal Service. Notice
by personal delivery shall be deemed given on the date delivered or attempted to
be delivered during normal business hours on working days.

Section 14. Miscellaneous.

(a) Modification. No modification of this Agreement shall be valid unless
the same is in writing and signed by the parties hereto. No waiver of any
provision of this Agreement shall be valid unless in writing and signed by the
party against whom enforcement is sought.

(b) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York.

(c) Risk of Loss. The risk of loss or damage to the Real Property shall be
assumed by Seller until the time the deed of conveyance therefor shall have been
executed and delivered.

(d) Entire Agreement. This Agreement contains the entire agreement between
the parties relating to the purchase and sale of the Real Property, all prior
negotiations between the parties are merged into this Agreement and there are no
agreements, conditions, warranties or representations, oral or written, express
or implied, between them other than as herein set forth.

(e) Benefit and Burden. All terms of this Agreement shall be binding upon,
and inure to the benefit of, the parties hereto and their respective successors
and permitted assigns.

(f) Assignment. Purchaser shall not have the right of assignment except
with the prior written consent of Seller first obtained which consent may be
refused or withheld in Seller's sole and absolute discretion. In the event of a
permitted assignment all references in this Agreement to Purchaser shall be
deemed to refer to such assignee.

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(g) Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.

(h) Dating. Notwithstanding any provision of this Agreement to the
contrary, wherever in this Agreement any provision governs the date of
commencement or expiration of any time period, or the date of occurrence of any
act or event, if any such date otherwise would fall on a Saturday, Sunday or
legal holiday, then and in any such event, such date shall be deemed for all
purposes of this Agreement to commence, expire or occur, as the case may be, on
the next succeeding day which is not a Saturday, Sunday or legal holiday.

IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement duly
to be executed the day and year first above written.

PSI CAPITAL CORP. (SELLER) WINDEMERE PINES AT GOSHEN, INC.
(PURCHASER)

by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ by: /s/ ▇▇▇ ▇▇▇▇▇▇, Pres.
------------------------------ ------------------------------------
President ▇▇▇ ▇▇▇▇▇▇, President

Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

NOTICE TO BE COPIED TO: NOTICE TO BE COPIED TO:

▇▇▇▇▇▇ ▇▇▇▇▇, LLP ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Esq.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.

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EXHIBIT A

Per Lot Sale Prices 2/29/96 8/5/96
------------------- ------- ------
1st Sale Balance
32 Lots 133 Lots
------- --------
Purchase Price $30,300 969,600 $4,029,900
======= ======= ==========
Cash 1,150 36,800 $152,950
PM Note 14,000 448,000 1,862,000
Debenture 15,150 484,000 2,014,950

Use the new Realty Subdivision Map for Harness Estates dated May 31, 1996
showing the Proposed Lot Line Changes (the "Map"), as set forth in the
Stipulation of Settlement Exhibit B hereto for the description of the 165 lots.

Lots sold in this sale include the total number of lots in the Map, namely
165, less the lots previously sold which were described by reference to another
map, namely 32 lots. The new deed will refer to the new Map and be inclusive of
165 lots, 133 being sold on this sale and 32 on the previous sale, which will be
included as a confirmatory deed.

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Exhibit B
UNITED STATES BANKRUPTCY COURT
DISTRICT OF CONNECTICUT
-------------------------------------x

IN RE:

PSI CAPITAL CORP. CASE NO. 92-50978
Debtor-In-Possession
Adversary Proceeding
PSI CAPITAL CORP. No. 94-5052
Plaintiff
SO ORDERED
vs. STIPULATION OF
SETTLEMENT
THE VILLAGE OF GOSHEN, THE BOARD OF
TRUSTEES OF THE VILLAGE OF GOSHEN,
THE PLANNING BOARD OF THE VILLAGE
OF GOSHEN, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ AND ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,

Defendants.

-------------------------------------x

IT IS HEREBY STIPULATED AND AGREED, by and among the parties hereto and
by their attorneys of record herein, that this Adversary Proceeding is settled
upon the following terms and pursuant to the stipulation of settlement attached
hereto and made part hereof as Exhibit 1.

1. This Adversary Proceeding is dismissed, on consent, with prejudice
and without costs and disbursements to either party.

PSI CAPITAL CORP. ZELDES NEEDLE AND ▇▇▇▇▇▇, P.C.
Attorneys for Debtor-In-Possession
By: ______________________ and Plaintiff
THE VILLAGE OF GOSHEN AND By: __________________________________
THE BOARD OF TRUSTEES OF
THE VILLAGE OF GOSHEN ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ESQ.
Appearing for all Defendants and
By: ____________________ admitted Pro Hac Vice
▇▇▇▇▇▇ ▇▇▇▇▇, Mayor
By: __________________________________

Dated:
SO ORDERED THE PLANNING BOARD OF THE VILLAGE OF
GOSHEN

_________________________ By: __________________________________
Judge, United States ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇, Chairman
Bankruptcy Court
__________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
10

_________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

_________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇

_________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇

_________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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EXHIBIT 1

AGREEMENT

THIS AGREEMENT made the day of April, 1996, by and among WINDEMERE
PINES AT GOSHEN, INC., a New York corporation, having an office at ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter called the Owner"), P.S.I.
CAPITAL CORP., a Connecticut corporation, with a principal place of business at
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, the BOARD OF TRUSTEES OF THE
VILLAGE OF GOSHEN, having its principal office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ (hereinafter called "the Board of Trustees"), and THE PLANNING BOARD
OF THE VILLAGE OF GOSHEN, having an office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇.

WITNESSETH:

WHEREAS, PSI Capital Corp., a Connecticut corporation, having a office at
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("PSI") has, prior to the signing
of this Agreement, conveyed to the Owner some of the real estate constituting
the Project and the Owner proposes to construct the Project within the Village
of Goshen (hereinafter called "the Village"), consisting of 165 single family
dwellings, to be erected on individual building lots shown on the Plan for the
Harness Estates Realty Subdivision by ▇▇▇▇▇▇▇ Associates annexed hereto as
Exhibit A (the "Development Plan"); hereinafter called "the Project"; and

WHEREAS, PSI sought to obtain a building permit to proceed with the
construction of the original project in what it perceived to be in

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accordance with prior agreements and after the refusal of the Village of Goshen
to issue a building permit, PSI commenced an Adversary Proceeding (Case No.
92-50978) in the United States Bankruptcy Court, District of Connecticut for,
inter alia, specific performance of the prior Agreements; and

WHEREAS, the Village of Goshen appeared in the adversary proceeding and
defended its position in refusing to issue a building permit; and

WHEREAS, the adversary proceeding is still pending; and

WHEREAS, the parties hereto and PSI, in order to settle their differences
with respect to the prior Agreements and the pending Adversary Proceeding, do
hereby revoke the prior Agreements subject to the continuing performance of this
agreement as set forth herein (the "Agreements").

NOW, THEREFORE, in consideration of the foregoing and the covenants
hereinafter set forth, the parties hereto agree as follows:

1. CONSTRUCTION OF SINGLE FAMILY DWELLINGS PORTIONS OF PROJECT IN
SECTIONS.

A. The portion of the Project which is to consist of the
number of single family dwellings to be erected on the individual building lots
in the Approved Residential Subdivision are and shall be as shown on the Section
Map, signed by the parties for identification, and incorporated herein
(hereinafter referred to as the "Section Map"). They are to be sited on said
lots, with such lot line modification as the Owner

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and the Board of Trustees of the Village of Goshen, and the Planning Board shall
jointly agree and, subject to any change by said joint agreement, said dwellings
are to be constructed in sections as set forth on the Section Map with all lot
sizes as set forth on the Section Map.

B. As and when building permits are requested in any Section,
the Owner shall delineate the appropriate Section upon the Section Map and shall
furnish the Board of Trustees, the Planning Board, and Building Inspector of the
Village of Goshen with prints of said map.

C. Six building permits shall be issued by the Village of
Goshen, within 30 days after the signing of this Agreement and its approval by
the Bankruptcy Court and the discontinuance, with prejudice, of the pending
Adversary Proceeding, for model homes on the lots designated by the Owner. Each
such model home shall be serviced at the Owner's expense by all utilities
including roads, water and sewer which shall meet all applicable current Village
standards and specifications for public improvements. Thereafter, building
permits shall only be issued for the construction of any of such single family
dwellings within any Section when the Owner has filed with the Village a
performance bond to insure completion of the Water System hereinafter described
and the other public improvements within such Section which are to be dedicated
to the Village at later date.

All matters pertaining to the form, amount, sufficiency and
approval of said performance bond shall be governed by

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Section 13-13(a)(1)(a) of the Subdivision Regulations of the Village of Goshen
and such approval shall not be unreasonably delayed or withheld. All public
improvements shall comply with all current and applicable Village standards and
specifications.

D. No certificates of occupancy for any Section shall be
issued for any residential dwellings until public improvements necessary for the
occupancy of the buildings, including and limited to water supply, wastewater
collection, storm sewers and roads with curbs [except final wear course] are
installed and are functioning in accordance with the Section Map.

E. The Owner shall be required to install sidewalks on one
side of street in the proposed new subdivision, on all collector streets
specifically ▇▇▇▇▇▇ Avenue, Post Court and Maiden Lane in the old subdivision as
shown on the section maps and on the New Road as hereinafter set forth.

2. REPLACEMENT OF 458 RESIDENTIAL UNITS IN CONDOMINIUMS AND
APARTMENT BUILDINGS BY 55 SINGLE FAMILY RESIDENCES AS SET FORTH IN PROPOSED NEW
SUBDIVISION.

A. So long as the provisions of this Paragraph 2 shall be
performed in good faith by the Village, the Board of Trustees and the Village
Planning Board and the necessary approvals of the Proposed New Subdivision are
issued in a timely fashion, it is agreed that the provisions of Paragraphs 2 and
3 of the Original Agreement, including all

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prior agreements, with respect to 458 residential units in multi-dwellings shall
be replaced by the provisions of this Paragraph 2. Under no circumstances,
however, shall the total number of dwellings as shown on the "Section Map"
exceed 165 single family residential units, inclusive of the Proposed New
Subdivision.

[B. Within forty-five (45) days of submission to the Planning Board
of a complete subdivision application for 55 single family homes and a completed
long form environmental impact statement, the Village Planning Board as lead
agency shall use its best efforts to obtain and issue a declaration of
significance under SEQRA for the fifty-five (55) lots as shown on Sections
________ of the Section Map. If this declaration of significance is not
acceptable to the Owner, the Owner may declare this stipulation as null and
void. The Planning Board in acting upon the application of significance shall
consider that impacts have been mitigated from the original agreements including
the abandonment of any commercial development, the elimination of multiple
family housing (apartments) the density of the project has been very
significantly reduced and currently mitigates impacts on the Village for a
development project now made commensurate with current Village standards and
specifications and in consideration of the prior approvals relied upon by the
Owner. Moreover, the Owner and Village have agreed on a water source allocation
to satisfy the Owner's and Village's needs.

C. The Owner shall, after the signing of this Agreement,

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designate six (6) lots for building permits in Section ______ as and for the
model homes. The Owner shall also after signing of this Agreement remove the
barn and structures on the former parcel designated as the "Shopping Parcel".
The Owner shall be permitted to locate one sale and construction office on lands
adjacent to ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇. The sale and/or construction office shall
temporarily be serviced by the existing subsurface disposal system and well
formerly serving the Van Damn Farm House or such other temporary water supply or
waste water facility approved by the Orange County Department of Health
["OCDH"}. Upon completion of the community water supply and waste water
facility, the sale and/or construction office shall be connected to those
facilities and the on-site facilities permanently abandoned. A certificate of
occupancy for the sale and/or construction office's use as a single family
dwelling shall not be issued until the above is complied with. A certificate of
occupancy for use of the sale and/or construction office shall be in effect
until the residential use certificate of occupancy is granted.

D. Certificates of occupancy for these six (6) model homes and
for other homes shall not be issued until the Water System hereinafter set forth
has been completed to provide an interconnection into the existing Village
System in accordance with the approved plans and specifications and in
compliance with the present Village standards and specifications and the
completion of the infrastructure for the Section upon which the model homes and
other homes are to be situated.

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E. It is understood that the Water System for the entire
development does not have to be completed, only the interconnection of the new
water supply into the existing Village system, the storage tank, well, well
house, treatment systems, mains and appurtances shall be installed and in
working order following receipt of all appropriate approvals, for any Section in
which homes are located.

F. Certificates of occupancy shall be issued in accordance
with the Village's normal practice and regulations.

G. The Owner shall provide the Village Engineer with current
plans, profiles, construction drawings and details for each of the Sections as
set forth on the Section Map.

H. This Agreement is made by way of Court-Approved Settlement
in lieu of litigation. The SEQRA requirements shall not apply to Sections _____,
______ and _________ as set forth on the Section Map. The SEQRA requirements
shall apply to Sections _____, _______ and ______ of the Section Map for which a
negative declaration of significance shall be sought from the Planning Board as
set forth above predicated upon the potential environmental impacts appearing to
have been mitigated by this Agreement.

3. ROADS

A. The Owner shall apply to New York State Department of
Transportation (NYSDOT) for a renewed permit for a new road connection to State
Highway 207, as shown on the Section Map. The Owner shall construct

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this road as the primary connection to Route 207 and use this entrance for its
construction activities.

B. Access to The Project from the presently existing ▇▇▇▇▇▇
Avenue to the site shall be restricted during the construction phases to
passenger cars only and only for sale purposes. At the direction of the Village
Board, the vehicular connection to the existing ▇▇▇▇▇▇ Avenue may be abandoned
after a second access and egress (the "New Road") to and from the Project has
been opened and approved as shown on the Section Map.

C. The applicable portion of the New Road shall be surveyed on
lands owned or acquired by the Village, i.e., the former railroad bed, and shall
be designed by the engineer for the Owner and approved by the Village Engineer.
Access shall be provided to the Owner and the road shall be built by the Owner
in accordance with current Village standards and specifications. The Owner shall
at all times provide the Village with liability insurance in a minimum sum of
Two Million ($2,000,000.00) Dollars prior to its entry upon Village lands. The
Owner or Owner's designated contractors shall also be required at all times to
maintain worker's compensation insurance and New York State Disability
Insurance and provide proof of such insurances to the Village.

The liability insurance policy shall name the Village as
additional insured, shall be written by a Class "A" rated company authorized to
transact business in New York State and shall provide that

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it is not cancelable except on thirty (30) days prior written notice to the
Village.

The Owner shall at all times save the Village harmless
and keep it fully indemnified against any loss, damage or injury arising out of
and/or in connection with its work upon Village owned lands.

D. All roads in the Project including the New Road from the
Project to Scotchtown Avenue shall be constructed by the Owner at Owner's sole
expense.

E. In the event that the New Road is not constructed or
suitable bonding not made by the Owner, then no more than fifty-five (55)
certificates of occupancy shall be issued for any of the dwelling units.

4. WATER SYSTEM

A. Subject to Orange County Health Department approval the
Village shall provide the Owner with water from the existing Village water
supply system for temporary use in the six (G) model homes only. The cost of
said water to be paid for by the Owner and the Owner shall also pay the usual
cost for said water.

B. The Owner shall install, at its expense, the water
distribution system including the 185,000 gallon distribution reservoir and all
appurtenances in accordance with Federal, State, County, and Village Code. Costs
for these facilities shall not be recoverable from the Village per Section 4F.

C. Promptly after the issuance of the six building permits

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for the model houses, the Owner shall, at its expense, and in accordance with
Federal, State, County and Village Code install:

185,000 gallon stand pipe
Two 8" diameter ▇▇▇▇▇,
raw water pipes between the ▇▇▇▇▇ and the treatment
building,
a treatment building with facilities to control flow,
disinfect and control corrosion,
chlorine contact pipe or tanks,
an 8" transmission line between the chlorine contact
chamber and the distribution system on ▇▇▇▇▇▇
Avenue,
emergency generator,
electrical service from an 0 & R power line, if
necessary to bring power from Route 207, the
Village agrees to grant to Owner a utility
easement under Post Court,
all other necessary appurtenances to complete the ▇▇▇▇▇
as fully operational sources of supply. Said ▇▇▇▇▇
shall be on line, functioning with all approvals within
six (6) months of the signing of this agreement. This
time limitation shall be extended by Village from month
to month if the Owner is otherwise proceeding
expeditiously and in good faith with the permitting
authorities. In the event that no approvals are
obtained within one year of the date of this agreement,
the Village may enter upon the property and install the
water supply system, in which case the Village shall
have a mechanic's lien on the entire property owned by
the Owner for the cost of all expenditures incurred by
it in installing said water supply system. The lien may
be filed by the Village with the Orange County Clerk.
This lien may be discharged only by payment in full by
the Owner to the Village of the Village's actual costs
incurred in completion of the system.

The Village agrees to assist, expedite and in every way
cooperate with the approval process with all agencies.

In the event that the sources of supply are needed by the
Village as an emergency or auxiliary source in 1996, and if the source of

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supply has not yet been completed by the Owner, then the Village may install the
necessary facilities to complete the source of supply. The Owner shall reimburse
the Village for costs incurred by the Village in completing any aspect of the
permanent source of supply and no further building permits or certificates of
occupancy shall be issued until the costs of these facilities are paid by the
Owner.

D. The Owner, at its expense, shall tap the main in a manner
acceptable to the Village. The cost of tap for each dwelling unit shall be paid
to the Village by the Owner in a sum not to exceed $150.00 per unit for
administrative services for the new tap. The Owner shall install a curb stop
with a valve riser to the ground surface for each dwelling unit. The Owner shall
install in each house a water meter with an outside reader, each acceptable to
the Village.

E. Upon completion of all water supply and distribution system
facilities and receipt of a completed works certificate from the NYSDOH or OCDOH
and NYSDEC as appropriate, the Owner shall dedicate all water supply and
distribution system facilities to the Village and the Village shall supply water
to users at rates and in accordance with normal practices and procedures of the
Village. The Owner shall, however, retain the water rights and the land upon
which the source of supply is located until the payments described in 4F are
completed.

F. The Owner and the Village agree that the cost of the source
of supply facilities, exclusive of the 185,000 gallon standpipe, described in 4C
above shall be established at a later date based on three

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estimates submitted by mutually agreed upon contractors as approved by the
Owner's Engineer and Village's Engineer. The Village shall repay the Owner
eighty (80%) percent for these costs over a ten year period, without interest,
in ten equal annual payments due January 1 of each year, beginning on January 1,
1998 and finishing with the last payment on January 1, 2007, at which time all
retained Ownership or rights to the water or the land as described in 4E above
shall be waived and those rights and Ownership shall become the Villages.

G. The Owner shall also pay the sum of $100,000 to the Village
to update and accommodate the Village water system, to receive the water from
the ▇▇▇▇▇ on the land of the Owner. The $100,000 shall be paid in eight annual
installments of $12,500 each, without interest, commencing on January 1, 1998
and finishing on January 1, 2005 or prior to the issuance of the last
certificate of occupancy whichever event occurs first. The Village may withhold
certificates of occupancy if the installments required hereunder are not paid.

H. All legitimate claims caused by the adverse impacts to
substantially contiguous off-site ▇▇▇▇▇, shall be paid by the Owner and the
Owner shall save the Village harmless and keep it fully indemnified against any
claims for damages arising from the construction of the Water System, including,
but not limited to the impact on substantially contiguous off-site ▇▇▇▇▇.

5. SEWER LINE

A. Upon execution of this Agreement, the Village will

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provide the Owner with sewage transmission and disposal services for the six
model homes provided that the Owner conveys the wastewater to the Village's
existing wastewater collection system at Owner's expense and subject to sewer
use charges.

B. The Owner shall install, at its expense, a gravity sewerage
collection system and all appurtenances in accordance with Federal, State,
County and Village Code. In the event that the sewage from any lot or group of
lots needs to be pumped to reach the gravity sewerage system, the Owner shall
install pump grinders in individual homes on individual pumps. The ownership of
any individual pump or individual grinder pump shall not be the Village of
Goshen and the Village shall forever have no responsibility whatsoever for
maintenance, replacement or operation of any such grinder pump.

C. The Owner shall install a gravity trunk sewer having a
minimum diameter of 12" along the former railroad bed, now owned by the of
Village of Goshen, between an existing manhole on Scotchtown Avenue and the
proposed development.

D. The Village will provide the Owner with sewage transmission
and disposal services for all other dwelling units after the trunk sewer and the
gravity sewerage collection systems are constructed and the Owner has received a
completed works approval from the OCDH or NYSDEC, as appropriate. Users shall be
billed for these services in accordance with the Village's normal practices and
upon receipt of the completed works approval the Owner shall dedicate all
gravity sewage

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collection facilities and all trunk sewerage to the Village.

E. The Owner and the Village agree that the cost of the trunk
sewer described in 5C above shall be $120,000, which shall be deducted from an
agreed wastewater service fee of $330,000. The difference of $210,000 shall be
paid to the Village at the rate of $1,273 per tap at the time of issuance of the
building permits.

6. PUBLIC IMPROVEMENTS STANDARDS

A. All public improvements to be installed and constructed
within the Project shall conform to the published 1995 standards of the Village
of Goshen and all current County, State and Federal regulations and
requirements.

B. When the improvements are completed for each Section, the
necessary and appropriate dedication of improvements and easements shall be made
in accordance with the Village Law and regulations including, but not limited
to, to the Owner's delivery to the Village in each instance of title policies
insuring to the Village good and marketable title to the improvements and
easements.

C. The Owner shall create a homeowner association one purpose
of which shall be to own and maintain the property outside the boundaries of the
lots which are currently referred to as parklands exclusive of Parcels A & B to
be conveyed to the Village. Alternatively, the Owner may increase the lot sizes
to encompass within each lot the lands otherwise designated as parkland
exclusive of Parcels A & B.

7. PARK AND DEDICATED LAND

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A. Simultaneously with the filing of the subdivision map with
the Orange County Clerk the Owner shall convey to the Village the 55 unit
subdivision acreage as shown on the Section Map and reflected as Parcel A and
Parcel B. Said land shall be in lieu of any money to be paid to the Village and
the Owner shall have no further financial obligation to the Village relating to
park or recreation land fees. The Village shall use Parcel A for recreational
purposes only and the Village may use Parcel B for parks or other beneficial
Village services, and for no other use without the prior written consent of the
Owner, if the Owner still owns any lots in the subdivision. In no instance, when
the Owner's consent is required, shall the Owner's consent be unreasonably
withheld or refused to the Village's request to use Parcel B for any other use.

B. In dedicating Parcel A, the Owner shall create a 75 foot
buffer zone bordering the residential lots contiguous to the North Acreage, on
which no structures shall be erected.

8. MISCELLANEOUS

9.1 Notices. Any notice, request, demand, statement,
authorization, approval or consent required or permitted under this Agreement
shall be in writing and shall be made by, and deemed duly given upon (a) deposit
in the mail, postage prepaid, registered or certified return receipt requested,
(b) personal delivery, (c) delivery to an overnight courier of recognized
reputation, or (d) facsimile transmission (with confirmation by mail) to the
parties at the addresses set forth above.

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26

All such notices and communications hereunder shall be deemed
given when received, as evidenced by the acknowledgment of receipt issued with
respect thereto by the applicable postal authority or the telecopier receipt or
the signed acknowledgment of receipt of the person to whom such notice or
communication shall have been addressed. A courtesy cop shall be sent to the
attorneys representing the parties in each instance.

9.2 Entire Agreement. This Agreement constitutes the entire
stipulation between the parties with respect to the subject matter covered by
this Agreement, and supersedes all previous discussions, negotiations, oral or
written, representations, statements, arrangements, agreements and
understandings, if any, by and among the parties with respect to the subject
matter covered by this Agreement other than those herein, and any such
discussions, negotiations, oral or written, representations, statements,
arrangements, agreements and understandings are hereby canceled and terminated
in all respects. This Agreement may not be amended, changed or modified except
by a writing duly executed by the parties hereto or their duly authorized
representatives. All amendments or modifications of this Agreement shall be
binding upon the parties despite any lack of consideration so long as the same
shall be in writing and executed by the parties hereto. The parties have made no
representations or warranties not expressly set forth in this Agreement.

9.3 Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which

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27

together shall constitute one and the same agreement.

9.4 Applicable Law. The rights and obligations of the parties
hereto shall be construed and enforced in accordance with and governed by the
internal laws (and not the conflict of laws) of the State of New York applicable
to the construction and enforcement of contracts between parties resident in New
York.

9.5 Waiver. Any waiver by any party of any provision of this
Agreement or any right hereunder shall not be deemed a continuing waiver and
shall not prevent or estop such party from thereafter enforcing such provision,
and the failure of any party to insist in any one or more instances upon the
strict performance of any of the provisions of this Agreement by the other party
shall not be construed as a waiver or relinquishment for the future performance
of any such term or provision, but the same continue in full force and effect.

9.6 Headings. The headings in this Agreement are solely for
convenience of reference and shall not affect interpretation.

9.7 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the respective heirs, executors, successors and assigns
of the parties hereto. The term "Owner" shall mean Windemere Pines at Goshen,
Inc. and its designated assignees who became a record Owner, from time to time,
of real property affected by this Agreement which has not had constructed
thereon an improvement for which a Certificate of Occupancy has been issued.

9.8 Real Property Affected. The real property affected by

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28

this Agreement is located in the Village of Goshen, Town of Goshen, Orange
County, New York and is depicted upon a map entitled "The Owner" dated April,
1972, last revision October 23, 1973 and filed in the Orange County Clerk's
Office on December 24, 1973 as map number 3124 and as to which the Development
Plan relates.

9.9 The Bank of New York. In the event The Bank of New York,
as a mortgagee, makes any claim against the parties arising out of this
Agreement or the Bank's claim to an interest in the real property subject of
this stipulation, the Owner shall defend the claim at its cost and expense and
shall fully indemnify the Village against any final judgment arising out of said
claim, including but not limited to costs, expenses and reasonable attorney
fees.

10.10 Time Constraints. This agreement is contingent upon the
applicant submitting a completed subdivision application to the Planning Board
for the 55 units within forty-five (45) days of this stipulation together with
completed long form E.A.F., unless extended by mutual agreement of the Owner,
the Village Board and Planning Board.

This agreement is further contingent upon the applicant to
diligently pursue and advance its application to the Planning

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29

Board.

BOARD OF TRUSTEES OF THE VILLAGE OF GOSHEN

By: /s/
--------------------------------------
Mayor ▇▇▇▇▇▇ ▇▇▇▇▇

WINDEMERE PINES AT GOSHEN, INC.

By: /s/
--------------------------------------
▇▇▇ ▇▇▇▇▇▇, President

THE PLANNING BOARD OF THE VILLAGE OF
GOSHEN

By: /s/
--------------------------------------
▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇, Chairman

By: /s/
--------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇

By: /s/
--------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

By: /s/
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇

By: /s/
--------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇

By: /s/
--------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Approved:

PSI CAPITAL CORP.

By: /s/
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, President

THE VILLAGE OF GOSHEN AND THE BOARD OF TRUSTEES OF THE VILLAGE OF GOSHEN

By: /s/
-----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇, Mayor

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30

COMBINED FIRST MORTGAGE NOTE

$2,310,000 August 5, 1996

FOR VALUE RECEIVED, the undersigned ("Buyer") promises to pay PSI Capital Corp.
("Seller") the sum of Two Million Three Hundred Ten Thousand ($2,310,000),
representing the sum of (i) $448,000 First Mortgage Note dated February 29,
1996, which is being cancelled herewith because that amount is now included in
this Note and (ii) $1,862,000 as a payment on the additional lots being conveyed
by Seller to Buyer today. This Combined First Mortgage Note now covers all 165
lots on the new Map dated May 31, 1996, which is expected to be filed in the
Orange County Clerk's Office in final form by February 1, 1997.

Payment of interest at the rate of 6% per annum on $448,000 from February 29,
1996 and on $1,862,000 from August 5, 1996 shall be made annually commencing
February 28, 1997 until February 28, 1999 when the unpaid principal amount of
this Note shall become due and payable. It is contemplated that prior to the
maturity date of this Note one or more of the 165 lots will be released from the
lien of this Note in connection with the construction loan mortgage to be placed
on the Real Estate, each lot to be released for the prepayment of $14,000 of
principal plus the accrued interest thereon.

In the event of a default in the payment of interest or principal on this Note
at or before the Maturity Date, which shall continue for a period of 15 days
after written notice thereof has been given, (i) interest shall run thereon from
said date until paid at the rate of 24% per annum, or such lesser rate as may be
required under any law of the State of New York relating to usury, and (ii) the
Buyer unconditionally waives any right to a trial by jury or to interpose any
counterclaim and consents to judgment against it for the amount due on said note
with interest thereon and the Seller's costs and expenses, including reasonable
attorney's fees, in obtaining said judgment.

This Note is to be secured by a first mortgage on the 165 lots in the Harness
Estates development which shall be placed on record on or after February 1, 1997
if the construction loan mortgage has not been completed by said date. This Note
may be prepaid at any time in whole or in part without penalty but with interest
accrued to the date of such prepayment.

This Note shall be governed by and construed in accordance with the laws of the
State of New York.

WINDEMERE PINES AT GOSHEN, INC.

By: _____________________________
▇▇▇ ▇▇▇▇▇▇, President
31
Exhibit D
PURCHASE MONEY DEBENTURE

$2,499,750 August 5, 1996

FOR VALUE RECEIVED, the undersigned ("Buyer") promises to pay PSI Capital Corp.
("Seller") the sum of Two Million Four Hundred Ninety Nine Thousand, Seven
Hundred Fifty ($2,499,750) representing the sum of (i) $484,800 Purchase Money
Debenture dated February 29, 1996, which is being cancelled herewith because
that amount is now included in this Debenture and (ii) $2,014,950 as a payment
on the additional lots being conveyed by Seller to Buyer today. This Combined
Purchase Money Debenture now covers all 165 lots on the new Map dated May 31,
1996, which is expected to be filed in the Orange County Clerk's Office in final
form by February 1, 1997.

This Debenture shall be due and payable on February 28, 2002 together with
interest at the rate of 6% per annum payable at maturity from February 29, 1996
on $484,800 and from the date hereof on $2,014,950 to the extent said the
principal amounts remain unpaid from time to time.

Prior to the maturity date, the principal sum of this Debenture shall be prepaid
as each of the single family residences constructed on the 165 lots at the
Harness Estates Subdivision (the "Real Estate") are conveyed to the end
purchaser thereof, each such prepayment to be equal to at least 50% of the net
profit to the Buyer with respect to said sale. The Buyer agrees to take such
action as is necessary to construct and sell the one family residence and the
Buyer shall not sell any portion of the Real Estate except to an end purchaser
of said residences.

The parties shall use their best efforts to determine the amount of the net
profit of the sale in good faith, but if the parties do not reach an agreement
within 30 days after the sale, it shall be determined by arbitration rules of
the American Arbitration (the "Arbitration Provisions").

In the event of a default in the payment of this Debenture at or before the
Maturity Date, which shall continue for a period of 15 days after written notice
thereof has been given, (i) interest shall run thereon from the default until
paid at the rate of 12% per annum, or such lesser rate as may be required under
any law of the State of New York relating to usury, and (ii) the Buyer
unconditionally waives any right to a trial by jury or to interpose any
counterclaim and consents to judgment against it for the amount due on said note
with interest thereon and the Seller's costs and expenses, including reasonable
attorneys fees, in obtaining said judgment.

This Debenture may be prepaid in whole or in part at any time without penalty
and shall be prepaid as set forth above, in part upon the sale of each residence
constructed on the Real Estate. Upon the sale of the last residence that is
built or could be built on the Real Estate, the parties shall compute the amount
of the Buyer's net profit on all residences constructed on the Real Estate (the
"Final Net Profit of the Buyer"). If
32

50% of the Final Net Profit of the Buyer is (i) more than $2,499,750, the excess
shall be paid to the Seller at that time or (ii) less than $2,499,750, the
deficiency shall not be payable by the Buyer and the Debenture shall be deemed
fully paid. At that date the interest shall be adjusted to reflect the actual
principal sum of the Debenture so paid.

This Debenture shall be governed by and construed in accordance with the laws of
the State of New York and the Arbitration Provisions shall apply to any dispute
relating to this Debenture or the Agreements of Purchase and Sale dated February
2, 1996 and July 23, 1996, which together covered all 165 lots on the new Map.

WINDEMERE PINES AT GOSHEN, INC.

By: ___________________________
▇▇▇ ▇▇▇▇▇▇, President

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1 Exhibit 10.01 SALE AGREEMENT

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