REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-A
PROPERTY SALES AGREEMENTS, 2/27,3/12,3/26,4/2
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>5
<FILENAME>ex-10b.txt
<DESCRIPTION>PROPERTY SALES AGREEMENTS, 2/27,3/12,3/26,4/2
<TEXT>
                                 EXHIBIT 10(B)

                                                                       2/21/2002
                         REAL ESTATE PURCHASE AGREEMENT
                             POMEROY PARK APARTMENTS


                  This purchase agreement ("Agreement" or "Contract"), made and
entered into by and between Realmark Property Investors Limited Partnership-VIA,
2350 North Forest Road, Getzville, NY 14068 ("Seller") and Platinum Partners,
4002 Beltline Road, Addison, TX 75001 ("Buyer").

                                    RECITALS:


         A. Buyer desires to purchase from Seller, and Seller desires to sell to
Buyer, a certain parcel of real property and all of the improvements and
buildings situated thereon, and the hereditaments and appurtenances thereto (the
"Real Property"), consisting of an apartment complex known as Pomeroy Park
Apartments, and all personal property, equipment, fixtures and intellectual
property (excluding, however, any use of the name "Realmark" or any related or
similar name, it being understood that only the right, title and interest of
Seller to the name of the apartment complex shall be transferred and excluding
computer equipment and software, but including a transfer of Property files and
information contained on such equipment and software) owned by Seller, utilized
in the operation or management of the apartment complex, and located at said
apartment complex (collectively the "Personal Property"). The Real Property
together with the Personal Property applicable to the apartment complex will be
herein referred to as the "Property".

         B. Attached hereto and made a part hereof is the legal description of
the Real Property, marked with the name of the apartment complex and attached as
Exhibit A. A detailed list of the Personal Property is attached to this
Agreement as Exhibit B. Any subsequent amendment to either Exhibit A or Exhibit
B, or to any other Exhibit to this Agreement, is to be considered an integral
part of this Agreement.

         C. The term "Real Property" as used herein, includes all of the
property included in the definition of "Property" in the form of special
warranty deed attached as Exhibit C (the "Deed"). The term "Personal Property,"
as used herein, includes (i) all of the property included in the definition of
"Assigned Properties" in the form of bill of sale attached as Exhibit D, (ii)
all present and future leases or other agreements demising space in or provided
for the use or occupancy of the Real Property (the "Leases"), (iii) all prepaid
rents and deposits, security or otherwise ("Deposits"), paid to Seller by
tenants ("Tenants") holding under the Leases, and (iv) all construction,
maintenance, service, supply and other agreements and contracts affecting the
Real Property and/or Personal Property (the "Property Contracts").

         FOR AND IN CONSIDERATION of the mutual promises, covenants and
agreements, hereinafter set forth, the Parties agree as follows:

<PAGE>
         SECTION 1.  PURCHASE PRICE.

                  (a) The purchase price to be paid Seller for the Property is
$4,700,000.00 ("Purchase Price") to be paid in the following manner:
<TABLE>
<CAPTION>
<S>                                                                <C>
                           Earnest Money at signing of
                           Purchase Agreement                      $   25,000.00

                           Additional Earnest Money after
                           expiration of Due Diligence Period      $   60,000.00

                           Cash at closing (subject to
                           prorations and allocations per
                           Section 5)                               4,615,000.00
                                                                   -------------
                                            Total                  $4,700,000.00
                                                                   =============
</TABLE>
and payable by Buyer on closing of title and delivery of the Deed ("Closing") in
immediately available good, federal funds.

                  (b) All existing debt, liens, impositions and similar
encumbrances affecting the Real Property will be discharged by Seller or, if
annual real estate tax liens, prorated in accordance with Section 5 and paid at
the Closing.

                  (c) The Earnest Money in the amount stated in Section 1 (a)
above will be deposited with a nationally recognized title company selected by
Buyer (the "Title Company"), as Escrow Agent (the "Escrow Agent"), within two
(2) business days from the date of the last of Seller's and Buyer's execution of
this Agreement. Absent any contrary provision of this Agreement, the total
Earnest Money in the amount of $85,000.00 will remain on deposit with the escrow
Agent until the Closing of the Property or cancellation of escrow. If the
Earnest Money deposit is not made by the date or dates as herein above set
forth, Seller may terminate this Agreement. Interest on the Earnest Money shall
follow the principal sum on any payment or refund. Upon any permitted
termination of this Agreement by Buyer, including but not limited to the failure
of the conditions precedent set out in Section 7, the Earnest Money shall be
returned to Buyer upon demand, and in compliance with all other terms and
provisions of this Agreement.

         SECTION 2.  PLACE AND TIME OF CLOSING.

                  (a) Subject to the conditions precedent set forth herein
having been met or waived, the Closing will take place at the offices of the
Escrow Agent on or before 70 days after execution of this Agreement by both
parties, unless extended as otherwise set forth in this Agreement, time being of
the essence. As used herein the term "Closing" will mean the meeting of the
parties at which delivery of the Deed and payment of the Purchase Price as
called for in Section 1 occurs for the Property, as well as the other actions
required under Section 4.

                                       2
<PAGE>
                  (b) This Agreement, as an offer to purchase when signed by
Buyer, shall automatically terminate if not accepted in final form by Seller by
5 P.M., Eastern Standard Time, within five (5) business days from the date on
which Buyer executed this Agreement as indicated below.

         SECTION 3.  PURCHASER'S CONTINGENCIES.

         (a) Due Diligence. Buyer, or its designees, will have a period of forty
(40) days after both parties' execution of this Agreement (the "Due Diligence
Period"), to enter the Property to make inspections, engineering tests, surveys,
and other such tests, examinations and inspections as Buyer may desire as long
as such tests, examinations, etc., do not unreasonably interfere with the
operations or any current use of the Property. All entry upon the Property and
any and all contact with on site employees of Seller by Buyer shall be upon
prior notice to Seller and, at Seller's option, accompanied by an agent of
Seller.

         Buyer agrees to complete its lease audit, financial inspection, and
physical review within the first twenty (20) days of the Due Diligence Period.
All third party engineering and environmental reports must be ordered within
said first twenty (20) day period.

         If the Closing of the Property does not occur, Buyer will make such
repairs as necessary to leave the Property in the same condition as prior to
entry by Buyer.

                  (i) During the Due Diligence Period, Buyer may inspect the
Property. At the signing of this Agreement or within two (2) days thereafter,
Seller shall provide (or make available at designated locations with respect to
items 9 and 10 only), those operational and information items which relate to
the Property as follows:

                  1.       Current Rent Roll - (Dated within 30 days of
                           execution)

                  2.       Expense Statements for the last two (2) calendar
                           years

                  3.       Expense Statement for the current calendar year to
                           date (as of the end of the month previous to
                           execution)

                  4.       Breakdown of the Property's payroll account including
                           a list of on-site personnel, for the last calendar
                           year and for the current calendar year to date

                  5.       Copy of current ad valorem and personal property tax
                           statements for the current tax year (if available)
                           and for the previous two (2) years (if available) and
                           a condensed list of utility bills for the Property,
                           for the last full calendar year, if in Seller's
                           possession

                  6.       As-built survey, if in Seller's possession (the
                           "Survey")
                                       3
<PAGE>
                  7.       Copies of all third-party contracts (e.g., termite,
                           landscape, pool maintenance, etc.) and other Property
                           Contracts in effect or which will be in effect at or
                           after the closing date

                  8.       Copy of the latest insurance declaration covering the
                           Property (the same may be within a master policy)

                  9.       Make available to Buyer all income information in
                           Seller's possession for all tenants currently leasing
                           units at the Property.

                  10.      Make available originals or copies of all tenant
                           leases for the Property in connection with each
                           apartment unit, and all credit reports and other
                           information concerning the leases or the tenants
                           which are currently in Seller's files

                  11.      A list of all equipment leases and/or any financing
                           documents for personal property, equipment, etc.,
                           affecting the apartment complex

                  12.      Copies of architectural and engineering plans,
                           drawings and specifications (including "as-built"
                           plans and drawings, if any) Seller possesses with
                           regard to the Real Property, including any
                           improvements to be constructed on the Real Property,
                           and Personal Property.

                  13.      Seller's most recent environmental report prepared
                           with respect to the Property in Seller's possession
                           or control.

                  14.      Copies of all governmental licenses and permits
                           issued with respect to the Property and/or with
                           respect to any construction or improvement of the
                           Property, including specifically, without limitation,
                           special or conditional use permits, building permits,
                           and certificates of occupancy, to the extent in
                           Seller's possession or control.

                  15.      Copies of all relevant information regarding the
                           relocation of any water course on the Property and
                           any agreements pertaining to the water or drainage
                           rights of the Property, if in Seller's possession.

                  16.      A list of all pending litigation and all
                           administrative proceedings which relate to the
                           Property, identifying the general nature of such
                           litigation and proceedings and the legal counsel
                           representing Seller in same, except for eviction
                           proceedings and collections in the ordinary course of
                           business.
                                       4
<PAGE>
                  17.      Copies of all site plans, development plans, plats,
                           preliminary plats, and similar information, if in
                           Seller's possession.

To the extent any of the foregoing items are not in Seller's possession or
control, Seller shall so advise Buyer within the foregoing 2 day time period.
Seller agrees to promptly deliver to Buyer any additional information which
pertains to the foregoing and is received by Seller after delivery of the Due
Diligence Information by Seller. Seller shall promptly advise Buyer in writing
if Seller becomes aware that any of the information furnished by Seller to Buyer
is materially incorrect, specifying the nature of such incorrect item.

During the Due Diligence Period and upon reasonable request thereafter, subject
to any restrictions or limitations herein stated, Buyer shall have the right to
continue to inspect and test the Property and Seller's books and records
relating to the Property, and Seller shall cooperate with Buyer in all
reasonable respects in making such inspections and tests.

All of the foregoing will either be at the Property location (with respect to
items 9 and 10 only) or submitted to Buyer by Seller within two (2) days after
execution of this Agreement by both parties.

All Due Diligence materials must be maintained by Buyer or its attorneys or
agents on a confidential basis and returned to Seller if Buyer terminates this
Agreement. Buyer agrees that it will not use the Due Diligence materials for any
purpose other than to determine whether to acquire the Property and agrees that
it will not make contact with Seller's tenants unless closing occurs. In
addition, Buyer agrees that it will under no circumstances make any offer, or
use the Due Diligence materials, to acquire the interest of any partner(s) of
the selling entities or the current fee owner or its affiliates for a period of
two (2) years after the date of this Contract. Buyer and/or its agents will not,
under any circumstances, disclose to any of Seller's employees that it is
contemplating acquisition of the Property without Seller's written consent prior
to closing. All reports desired by Buyer during its Due Diligence Period shall
be ordered by Buyer at Buyer's expense, but Buyer agrees that it will supply
copies to Seller of each and every report it receives if and only if it is a
physical inspection or environmental report, immediately upon their completion
and availability to Buyer.

                  (ii) During the Due Diligence Period, Buyer will conduct a
review of the economics and feasibility of acquiring and operating the Property,
including any inspection of all zoning and other government permits and
regulations and all other matters and documents relating to the operation of the
Property, including the items supplied by Seller under Section 3(a) hereof.

                  (iii) After Seller provides all required documents to the
Buyer, Buyer agrees to accept or reject the Property and all documents prior to
the end of the Due Diligence Period. If Buyer does not cancel this Contract
during the Due Diligence Period, Buyer shall be deemed to have accepted the
Property and it will close on the Property in accordance with this Contract,
except for cancellation in accordance with the specific provisions of this
Contract.
                                       5
<PAGE>
                  (iv) For any reason or for no reason, Buyer shall have the
right to terminate this Agreement by delivering written notice thereof to Seller
prior to the expiration of the Due Diligence Period, in which event the Earnest
Money shall immediately be delivered to Buyer by the Escrow Agent, and the
parties shall have no further right, obligation or liability hereunder. The
foregoing shall not apply to Buyer's review of the leases, financial inspection
and physical review, which Buyer shall approve or disapprove during the first 20
days of its Due Diligence Period, subject to the findings in the third party
reports.

                  (v) Seller agrees that any management agreement and leasing
agreement with respect to the Property, and any Property Contract which may
exist with an affiliate of Seller, will be terminated as of the Closing Date if
requested by Buyer.

         SECTION 4.  DEED AND TITLE.

                  (a) Seller shall deliver to Buyer at Closing, a special or
limited warranty deed (or bargain and sale deed, where appropriate) ("Deed") in
the form of Exhibit C, conveying good and marketable fee simple title to the
Real Property, subject only to such easements, restrictions of record and title
exceptions set forth in the commitment for title insurance specifically approved
by Buyer, and taxes not delinquent (the "Permitted Exceptions"). In addition,
Seller shall convey title to the Personal Property to Buyer, free and clear of
all liens and encumbrances (except those disclosed and deemed approved during
due diligence, if any; e.g., equipment leases or personal property financing
documents), by the execution and delivery at Closing of a Bill of Sale in form
of Exhibit D.

                  (b) Seller agrees to provide a copy of its most recent
existing title insurance policy or title insurance commitment to Buyer. Buyer
shall then obtain an ALTA Form B Title Insurance Commitment (the "Title
Commitment"), within fifteen (15) days of the date of execution of this Contract
by both parties, issued by a title insurance company selected by Buyer,
committing to insure fee simple title to the Property in the amount of the
Purchase Price for such Property in Buyer's name, in the form of an owner's
title policy ("Title Policy"), with all standard exceptions removed (except for
the rights of tenants under unrecorded leases and/or except for standard
exceptions normally not removed pursuant to local custom with respect to the
Real Property), and containing no other exceptions not specifically approved by
Buyer. Buyer will provide a copy of said title commitment to Seller within 5
days after same is completed, but no later than 20 days after signing this
Agreement. Buyer shall have ten (10) days after receipt to examine the Title
Commitment and inform Seller of Buyer's objection to any exception contained in
or title defect revealed by the Title Commitment.

                  (c) If Buyer's examination of the Title Commitment reveals
that the Title Commitment for the Real Property contains objectionable
exceptions or that the title to the Real Property is defective and thereafter,
the issuing title insurance company refuses to delete the objectionable
exceptions or the defects are not cured within twenty (20) days after written
                                       6
<PAGE>
notice by Buyer, specifically pointing out the objection/defects, then Buyer may
elect to terminate this Agreement upon written notice to Seller, in which event
the Earnest Money shall immediately be returned to Buyer, and neither party
shall have any further right, obligation or liability hereunder.

                  (d) Seller will pay for preparation of the Deed for the Real
Property, and for State and local transfer taxes, if any, for one-half (1/2) the
cost of the title commitment and title policy, and one-half (1/2) of the Escrow
Agent's escrow fee, if any.

                  (e) Buyer will pay for one-half (1/2) of the cost of the title
commitment and the title policy, the entire cost of any endorsements to the
title policy desired by Buyer, for any updated survey of the Property, one-half
(1/2) of the cost of the Escrow Agent's escrow fee, and for the recording of the
deed for the Property.

                  (f) Seller and Buyer will each pay their own attorney's fees.

                  (g) Buyer shall have 30 days from the date of this agreement
to obtain an updated survey to the Property. Buyer shall then have an additional
period of 10 days within which to review the survey and to advise Seller of any
objections to the survey. Seller may cure or remove any objections to the survey
within a reasonable time after receipt of such objections. If Seller is unable
to remove such objections to the survey, Buyer may either (i) terminate this
agreement by giving Seller written notice prior to the Closing Date, in which
event the Earnest Money shall be returned to Buyer and neither party shall have
any further liability; or (ii) elect to purchase the Property subject to the
objections not so removed or cured.

                  (h) Seller agrees to remove all deeds of trust, mortgages,
mechanic's liens, or other monetary encumbrances against the Property at or
prior to closing.

                  (i) Seller shall not further encumber the title to the
Property after the Effective date unless (i) Seller obtains Buyer's prior
written consent to such encumbrance, which consent may be granted or withheld in
Buyer's discretion, or (ii) such encumbrance will be released or removed by
Seller at Seller's sole expense, at or prior to the Closing. At the Closing,
Seller shall, at its sole cost and expense, deliver to Buyer an update of the
Title Commitment, issued effective as of the Closing Date.

                  (j) At the Closing, Seller, at its sole cost and expense,
shall deliver or cause to be delivered to Buyer the following:

                           (i)      The Deed;

                           (ii)     A Bill of Sale (herein so called) granting
                                    and conveying the Personal Property to
                                    Buyer, with special warranty of title in
                                    form of Exhibit D;

                                        7
<PAGE>
                           (iii)    An Assignment of Leases and Security
                                    Deposits (herein so called) in which Seller
                                    shall assign the Leases to Buyer, and Buyer
                                    shall assume said Leases, with special
                                    warranty of title and in form of Exhibit E.

                           (iv)     A Tenant rent roll, certified as being true
                                    and correct in all material respects (to the
                                    best of Seller's knowledge) by Seller, dated
                                    within ten (10) days of the Closing Date.

                           (v)      A certificate confirming that Seller is not
                                    a "foreign person" as that term is defined
                                    in Section 1445 of the Internal Revenue Code
                                    of 1986, as amended.

                           (vi)     Evidence satisfactory to Buyer and the
                                    Escrow Agent that the person or person
                                    executing this Agreement and the closing
                                    documents on behalf of Seller have full
                                    right, power and authority to do so.

                           (vii)    Such other documents as may be reasonably
                                    required by Buyer or the Escrow Agent to
                                    consummate the Closing.

                           (viii)   An assignment of Property Contracts to Buyer
                                    with an assumption of same by Buyer (on a
                                    form reasonably acceptable to both parties).

                  (k) At the Closing, Buyer, at its sole cost and expense, shall
deliver or cause to be delivered to Seller the following:

                           (i)      The Purchaser Price in cash, or by wire
                                    funds or cashier's or certified check, due
                                    credit being given for the Earnest Money
                                    (including interest earned thereon) and the
                                    Deposits retained by Seller.

                           (ii)     The Bill of Sale.

                           (iii)    The Assignment of Leases and Security
                                    Deposits.

                           (iv)     Evidence satisfactory to Seller and the
                                    Escrow Agent that the person or persons
                                    executing this Agreement and the closing
                                    documents on behalf of Buyer have full
                                    right, power and authority to do so.

                           (v)      Such other documents as may be reasonably
                                    required  by Seller or the Escrow Agent to
                                    consummate the closing.

                                       8
<PAGE>
               (l) Upon Completion of the Closing, Seller shall deliver to Buyer
possession of the Property free and clear of all tenancies of every kind and
parties in possession, except for the Tenants and the rights of third parties
under the Permitted Encumbrances, with all parts of the Property (including
without limitations the improvements and Personal Property) in the same
conditions as on the date hereof, ordinary wear and tear excepted.

SECTION 5.  PRORATIONS AND ALLOCATIONS.

                  (a) Collected rents, real estate and personal property taxes,
laundry income, service contracts, equipment leases or other personal property
financing, utility deposits, insurance and other operating expenses whether or
not a lien, assessed or to be assessed for the tax year in which the transaction
is consummated will be prorated as to the Property as of the date of the
Closing.

                  (b) Security deposits held by Seller or paid by any lessees at
the Property will be transferred to Buyer in full at Closing, including any
interest earned thereon and payable to the Tenant under State law.

                  (c) A re-proration agreement will be executed at closing
relative to all adjustments between the parties whereby any adjustments found to
be incorrect or supplemented by further information shall be corrected and paid
based on reasonably substantiating evidence. Buyer will reimburse Seller for
unpaid rents for the month of closing and one month prior thereto upon
collection. Seller and Buyer agree that all rent received by Buyer after the
Closing Date shall be applied first to unpaid rents for the month in which the
closing occurs, next to any subsequent month's rent due and payable when said
rent is received, and then to delinquent rentals, if any, in inverse order of
maturity.

         SECTION 6. CONDEMNATION OR CASUALTY. Seller agrees to give Purchaser
prompt written notice of any fire or other casualty occurring to all or any
portion of the improvements at the Real Property and/or Personalty between the
date hereof and the date of closing. If prior to the closing, there shall occur:

                  (i) damage to the improvements at the Property caused by fire
or other casualty which would cost 5% of the Purchase Price of the Property or
more to repair based on the estimate of a reputable third party contractor
chosen by Seller to which Buyer has no reasonable objection; or

                  (ii) the taking or condemnation of all or any portion of the
Real Property and/or the improvements as aforesaid as would materially interfere
with the use thereof and/or are equal to or greater than $100,000.00 in value;
then, if any of such events set forth in (i) or (ii) above occurs, Buyer or
Seller, at its option, may terminate its obligations under this Agreement by
written notice given to the other within seven (7) days after Buyer has received
the notice referred to above or at the closing, whichever is earlier. Upon such

                                       9
<PAGE>
termination, the Escrow Agent shall immediately return the Earnest Money to
Buyer, and neither party shall have any further right, obligation or liability
hereunder. If Buyer or Seller does not elect to terminate its obligations as
aforesaid, the closing shall take place as provided herein without an abatement
of the purchase price (except that Buyer shall be allowed a credit for any
deductible under Seller's insurance) and there shall be assigned to the Buyer at
closing, all interest of the Seller in and to any insurance proceeds or
condemnation awards which may be payable to Seller on account of such
occurrence.

                  If, prior to the closing, there shall occur:

                  (i) damage to the Property caused by fire or other casualty
which would cost less than 5% of the Purchase Price of the Property based on the
estimate of a reputable third party contractor chosen by Seller to which Buyer
has no reasonable objection; or

                  (ii) the taking or condemnation of all or any portion of the
said Real Property and/or improvements as aforesaid which is not material to the
use, thereof and is less than $100,000.00 in value; then, if any of such events
set forth in (i) or (ii) above occurs, Buyer shall have no right to terminate
its obligations under this Agreement, but there shall be assigned to Buyer at
closing all interest of Seller in and to any insurance proceeds or condemnation
awards which may be payable to Seller on account of any such occurrence, and in
addition, Buyer shall be allowed a credit for any deductible under Seller's
insurance policy.

                  Seller shall be responsible for maintaining fire and extended
coverage insurance prior to closing as is currently in place.

         SECTION 7. CONDITIONS. The following shall be conditions precedent to
Buyer's obligations hereunder, unless specifically waived in whole or in part in
writing by Buyer:

                  (a) Litigation. There being no existing or pending claims,
lawsuits, or governmental proceedings, or appeals, which challenge Seller's
title to the Property.

                  (b) Title Insurance Policy. Title to the Property at Closing
being marketable or insurable (Buyer agrees to request that the title company
issuing the title commitment list any questions of marketability in the title
commitment) and/or in accordance with the provisions of Section 4 above, free
and clear of all liens and encumbrances. In addition, Buyer receiving assurances
at Closing from the title insurance company issuing the Title Commitment, that
after Closing, Buyer will be issued an ALTA Form B Title Insurance Policy, with
all standard exceptions removed, except as set forth in Section 4 above, and all
other exceptions validly objected to by Buyer deleted from such policy, insuring
fee simple marketable title to the Property or in accordance with Section 4
above, in the amount of the Purchase Price, in Buyer's name, free and clear of
all liens and encumbrances not otherwise specifically agreed to by Buyer prior
to Closing.

                  (c) Personal Property. Seller conveying title to the Personal
Property to Buyer at Closing free and clear of all liens and encumbrances
(except for equipment leases and personal property financing disclosed during
due diligence) by a Bill of Sale in the form of Exhibit D.

                                       10
<PAGE>
                  (d) Compliance With Representations and Warranties. Seller
will be in substantial compliance with all other representations and warranties
made herein in Section 8, or elsewhere in this Agreement, at Closing to the
reasonable satisfaction of Buyer.

                  (e) The condition of the Personal Property and Real Property
shall be in substantially the same condition at closing as they were at end of
the Buyer's Due Diligence Period.

                  (f) Seller has performed all of its covenants hereunder.

         Absent a cure by Seller at or prior to Closing, if any of these
conditions are not satisfied by Closing, or any earlier time frame specified
above, then Buyer, at its sole option, may terminate this Agreement on or before
the Closing Date by giving written notice to Seller. Upon such termination, the
Escrow Agent shall immediately return the Earnest Money to Buyer, and the
parties thereafter have no further rights, obligations, or liabilities under
this Agreement.

         SECTION 8. SELLER'S WARRANTIES. The following representations and
warranties of Seller shall survive the Closing for a period of six (6) months.

                  (a) The legal description of the Property contained in the
recitals to this Agreement is substantially correct and will be confirmed by and
conformed to the survey.

                  (b) To Seller's best knowledge and belief, Seller has not
received written notification that the Property is not in compliance with any
federal, state, county and municipal laws, ordinances and regulations, including
but not limited to all federal, state, county and municipal environmental laws
and regulations, applicable to or affecting the Property.

                  (c) Seller will convey fee simple, marketable or insurable
title to the Property to Buyer at Closing and will convey title to the Personal
Property to Buyer at Closing by Bill of Sale, in the form of Exhibit D free and
clear of all liens and encumbrances.

                  (d) Seller will not interfere with Buyer's opportunity to hire
Seller's on-site employees who work at the Property, but Buyer will have no
obligation to hire any of those individuals. Buyer will make no efforts to hire
such employees until after all contingencies have been removed and no earlier
than 10 days before closing.

                  (e) Seller shall be responsible for (and Buyer shall not
assume the obligation of) all employee wages, benefits (including payments for
accrued bonuses, vacation or sick pay, unemployment compensation, employment
taxes, medical claims or similar payments), contributions under any benefit
programs or agreements, severance pay obligations and other related employee
costs arising as a result of any events, acts (or failures to act) prior to the
Closing Date with respect to the Property at which such persons are employed,
whether or not disclosed on the schedules to this Agreement.

                                       11
<PAGE>
                  (f) Seller retains all liability and responsibility for
fulfilling all federal and/or state COBRA and continuation of group health
insurance coverage requirements (pursuant to Section 4980B of the Code, sections
601-608 of ERISA, and any applicable state laws) with respect to Seller's
current or former employees (and their dependents). Buyer does not hereby and
will not at the Closing of the Property assume any obligation to provide medical
insurance coverage to persons that it employs because it acquires the Property.

                  (g) The physical condition of the Personal Property and Real
Property shall be maintained in the same condition as they were at the
expiration of Buyer's due diligence period through the Closing Date, ordinary
wear and tear excepted.

                  (h) Seller has title to the property, has the authority to
enter into this Agreement, and has the authority to sign all documents required
to be signed to implement Seller's obligations under this Agreement.

                  (i) Seller is a Delaware limited partnership, organized, and
in good standing under the laws of the State of Delaware, and the execution of
this transaction has been duly authorized. Seller is not a "foreign person" as
that terms is defined in Section 1445 of the Internal Revenue Code of 1986, as
amended.

                  (j) There is no action, suit or proceeding pending or to the
best of Seller's knowledge, threatened against or affecting Seller which could
adversely affect Seller's ability to consummate this transaction or perform any
of its obligations hereunder.

                  (k) Neither the entering into of this Agreement nor the
consummation of the transaction contemplated hereby will constitute a violation
or breach by Seller of any agreement or other instrument to which Seller is a
party, or to which it is subject or by which any of its assets or properties may
be affected, or of any judgments, order, writ, injunction or decree issued
against or imposed upon it.

                  (l) No consent or approval of any person, entity, or
governmental authority is required with respect to the execution and delivery of
this agreement by Seller or the consummation by Buyer of the transactions
contemplated hereby or the performance by Seller of its obligations hereunder.
The term "governmental authority" means the United States of America, the State
of Oklahoma, the county and city in which the Property is located, and any other
political subdivision in which the Property is located, and any court, agency,
department, commission, board, bureau, property owners association, utility
district, flood control district, improvements district, or similar district or
other instrumentality of any of them.

                  (m) There are no parties in possession of any portion of the
Property except for Tenants.
                                       12
<PAGE>
                  (n) To the best of Seller's knowledge, there is no pending
condemnation or similar proceeding or special assessment (inclusive of
assessments for utilities, street widening, repair or improvement) with respect
to the Property.

                  (o) Seller has no written notice of any violation with respect
to the Property of any federal, state, county, or city statute, ordinance, code,
rule, or regulation or stating that any investigation has commenced or is
contemplated regarding any violation.

                  (p) There are no attachments, executions, assignments for the
benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or
other debtor relief laws pending against Seller.

                  (q) Seller has not entered into and has no current actual
knowledge of, any written agreements or other agreements with any private party
or governmental authority affecting the Property, including, without limitation,
any that require the owner of the Property to install, maintain, construct, or
otherwise participate in or contribute to any installation, maintenance, or
construction of any offsite improvements serving or intended to serve any
portion of the Property.

                  (r) Seller has not used the Property, and Seller has no
written notice that any other party has used the Property for the disposal or
dumping of, nor does Seller have written notice that there has been any
spillage, seepage or uncontrolled loss on or filtration from or onto the
Property of any petroleum products, hazardous wastes, hazardous substances,
hazardous materials, pollutants, or contaminants (collectively, "Hazardous
Substances"), including, without limitation, asbestos, PCBs, and formaldehyde.
Seller shall promptly deliver to Buyer any information received by Seller
pertaining to the presence, disposal, dumping, spillage, seepage, uncontrolled
loss, or filtration with regards to the Property of any Hazardous Substances.
Seller has no written notice that there are underground storage tanks located in
and under or, to Seller's knowledge, adjacent to the Property.

                  (s) Seller has no written notice of any mold, fungus, mildew
or air quality problem affecting the Property, and Seller has not been advised
in writing by any Tenant, governmental authority or other person that mold,
fungus, mildew or air quality problem is present in or affects the Property.

                  (t) Seller has no written notice of any agreements, covenants,
instruments, or other ordinances affecting the water rights of the Property,
except as are furnished to Buyer as part of the Due Diligence Information and
Title Commitment.

         SECTION 9.  NON-PERFORMANCE.

                  (a) If Seller fails to deliver the Deed or meet any of the
conditions hereof or defaults in closing the sale of the Property as required
herein, Buyer, at Buyer's sole option, may (i) terminate this Agreement

                                       13
<PAGE>
whereupon the Earnest Money shall be returned to Buyer on demand or (ii) Buyer
may bring an action for specific performance, and if Buyer prevails, all
reasonable costs and expenses of any such action shall be paid by Seller as a
reduction of the Purchase Price, or (iii) bring an action for monetary damages.
The foregoing shall be the sole and exclusive remedies of Buyer. However, if
Buyer elects to bring an action for monetary damages, they shall be specifically
limited, if proven, to an amount equal to the Earnest Money on deposit as set
forth hereinabove. Any damages resulting from a breach of any warranty or
representation either before or after Closing shall be subject to the same
limitation and aggregated with any damages for breach of this Agreement as set
forth above.

                  (b) If Buyer defaults in closing the purchase of the Property
when required herein or defaults under any other terms of this Contract, Seller
and Buyer agree that it will be extremely difficult or impractical to fix
Seller's actual damages. Therefore, in such an event, the entire Earnest Money
shall be delivered to Seller as liquidated damages for loss of a bargain and not
as a penalty. Buyer will then be released from all liability to Seller related
to this Agreement, such liquidated damages being Seller's sole remedy.

                  (c) Notwithstanding the foregoing, in the event that after the
termination of this Agreement or after Closing, as the case may be, a party (the
"Defaulting Party") breaches an indemnity, proration, representation, warranty
or other obligation hereunder which is expressly stated herein to survive the
termination of this Agreement or Closing, as the case may be, the Defaulting
Party shall be liable to the other party (the "Non-Defaulting Party") for the
actual damages incurred by the Non-Defaulting Party as a direct result of such
breach. However, in no event shall the Non-Default Party be entitled to recover
from the from the Defaulting Party any punitive, consequential or speculative
damages. Damages under this subparagraph (c), however, shall be limited in
amount to $85,000.00 in the aggregate; such dollar limitation on damages shall
not apply to the indemnities for broker fees under Section 10, to the
indemnities under Section 16 or to amounts which may be owed under the proration
agreement pursuant to Section 5.

         SECTION 10. BROKERS, AGENTS AND CONSULTANTS. Seller represents and
warrants to Buyer that no broker, consultant or agent is due a commission or fee
from the proceeds of the Closing, claiming by, through or under Seller except as
stated herein, and Seller hereby agrees to indemnify and hold harmless Buyer
from the claims of any agent, consultant or broker for the payment of any such
commission or commissions. Seller shall be responsible for commissions due to
Duberstein Investments. It is understood that Duberstein Investments will pay
$30,000.00 from said commission to Craig Platt or his designee at Closing.

         Buyer represents and warrants to Seller that no other broker,
consultant or agent is due a commission or fee from the proceeds of the Closing
claiming by, through or under Buyer, and hereby agrees to indemnify and hold
harmless Seller and the Property from the claims of any other agent, consultant
or broker for the payment of any commission, finder's fee or other compensation.

                                       14
<PAGE>
         SECTION 11.  LEASES AND PROPERTY OPERATION.

                  (a) Seller agrees that prior to the Closing it will not enter
into any long term commercial leases or service agreements without the prior
written consent of Buyer which will not be unreasonably withheld or delayed.
This provision shall not be applicable until after the expiration of Buyer's Due
Diligence Period, provided Seller shall promptly provide to Buyer prior to the
end of the Due Diligence Period copies of any such leases or agreements which
were entered into prior to the end of the Due Diligence Period,

                  (b) Seller shall assign the existing tenant leases to Buyer at
Closing along with all service contracts and other agreements affecting the
Property. Buyer shall execute an assumption agreement or other agreements with
respect to such tenant leases and Service Contracts or other agreements from and
after the date of closing in the form of Exhibits D and E.

                  (c) From the date hereof through the Closing Date, Seller
shall:

                  1. maintain all the Property in the same condition as it is
presently in, ordinary wear and tear excepted.

                  2. not modify, extend or amend any Property Contract after the
expiration of Buyer's Due Diligence (provided Seller shall promptly provide to
Buyer prior to the end of the Due Diligence Period copies of any such changes
entered into prior to the end of the Due Diligence Period);

                  3. lease, operate, and manage the Property, in a manner
consistent with Seller's practices regarding the Property during Seller's
ownership of the Property and not amend and/or modify any existing Lease other
than extensions and renewals exercised by Tenants pursuant to rights currently
existing under the Leases or extensions and renewals on substantially the same
terms as those executed in the prior three months;

                  4. not convey or dispose (including any encumbrance or lease)
of any of the Personal Property which it has acquired or purchased in connection
with its ownership and management of the Property, or any of the fixtures which
are part of the Property, or any interest therein, other than in the ordinary
course of business of management and ownership of the Property and which is
replaced with similar property;

                  5. promptly advise Buyer in writing of any litigation or
hearing or notice received or any material changes of facts that cause any of
Seller's representations or warranties to be inaccurate in any respect;

                  6. keep Buyer fully and promptly appraised of any filings,
hearings, meetings, developments, and other matters pertaining to annexation,
zoning or platting of the Property;

                                       15
<PAGE>
                  7. not take any action or omit to take any action that could
have the effect of violating any representations, warranties, or agreement of
Seller in this Agreement; and

                  8. keep the terms of this Agreement and identify of Buyer
confidential.

         (d) To the extent Seller breaches any of Seller's covenants contained
in this Agreement in any material respects, and unless cured by Seller within a
reasonable time after occurrence, the Buyer may, at its option (i) terminate
this Agreement, in which event the Earnest Money shall be returned to Buyer, and
neither party shall have any further rights, obligations or liabilities
hereunder, or (ii) Buyer may elect to close the purchase of the Property,
otherwise in accordance with the terms and conditions hereof, in which event
Seller shall pay to Buyer at the Closing the actual damages suffered by Buyer as
a result of such breach, although damages hereunder shall be limited to a
maximum sum of $85,000.00 in the aggregate.

         SECTION 12. INSURANCE. Seller will cancel its insurance coverage on the
Property effective at Closing of the Property, and Buyer will place new
insurance coverage on the Property effective on the same date.

         SECTION 13. ASSIGNMENT. Buyer shall not have the right to assign this
Agreement, in whole or in part, to any party with whom it is not affiliated
without the express written consent of Seller. Upon any such assignment approved
by Seller, the assignee shall assume the obligations of Buyer. Seller's consent
pursuant to this section shall be in its sole discretion and shall include
approval of all proposed assignment documents. In accordance with the foregoing,
the Buyer shall have the right to assign to an entity with which the Buyer is
affiliated provided the Buyer herein remains liable for performance of this
Contract.

         SECTION 14. ENTIRE AGREEMENT. All prior understandings and agreements
of the parties are merged herein, and this Agreement reflects the entire
understanding of the parties. This Agreement may not be changed or terminated
orally.

         SECTION 15. SUCCESSORS AND ASSIGNS. The terms of this Agreement shall
be binding upon and inure to the benefit of the parties hereto, their respective
legal representatives, successors and assigns.

         SECTION 16.  INDEMNIFICATIONS.

                  (a) SELLERS INDEMNITY. Seller shall indemnify, defend and hold
Buyer harmless from any claim, demand, loss, liability, damage, or expense
(including reasonable attorneys' fees) due to Seller's operations of the
Property prior to Closing, including without limitation in connection with
third-party claims for injury or damage to personal property in connection with
the ownership or operation of the Property prior to Closing. These
indemnification obligations of Seller shall be repeated at and shall survive the
Closing.
                                       16
<PAGE>
                  (b) BUYERS INDEMNITY. Buyer shall indemnify, defend and hold
Seller harmless from any claim, demand, loss, liability, damage, or expense
(including reasonable attorneys' fees) due to Buyers operation of the Property
from and after Closing. The indemnification obligations of Buyer shall be
repeated at and shall survive the Closing.

         SECTION 17. NOTICES. All notices required or permitted hereby shall be
in writing and delivered either in person or sent electronically by facsimile,
or by national overnight express carrier. Notices shall be deemed to have been
given on the day sent by one of the foregoing methods to the following addresses
(which may be changed by written notice) when sent as follows:

         Buyer:            Platinum Partners
                           4002 Beltline Road, Suite #110
                           Addison, Texas  75001
                           Fax: 972-980-0384

         Copy to:          Cherry & Howell, LLP
                           9400 N. Central Expressway, Suite 1616
                           Dallas, Texas  75231
                           Attention: Kevin Cherry, Esq.
                           Telephone: 214-265-7007
                           Facsimile: 214-265-7008

         Seller:           Realmark Property Investor Limited Partnership-VIA
                           2350 North Forest Road
                           Getzville, NY  14068
                           Fax No. 716-636-0466

         Copy to:          William H. Mattrey, Esq.
                           Amigone, Sanchez,
                             Mattrey & Marshall, LLP
                           1300 Main Place Tower
                           Buffalo, NY  14202
                           Phone: 716-852-1300
                           Fax: 716-852-1344

         SECTION 18. CONSTRUCTION. Time shall be construed to be of the essence.

         SECTION 19. GOVERNING LAW. This Agreement will be governed by and
construed according to Oklahoma law, except for matters of title or real estate
law which shall be governed by the laws of the state in which the Property is
located.
                                       17
<PAGE>
         SECTION 20. ESCROW. The Escrow Agent hereby acknowledges receipt of the
Earnest Money and agrees to hold the same in escrow in an interest bearing
account approved by Buyer until the closing or sooner termination of this
Agreement and shall pay over and apply the proceeds thereof in accordance with
the terms of this Agreement. If, for any reason, the closing does not occur and
either party makes a written demand upon the Escrow Agent for payment of the
Earnest Money, the Escrow Agent shall give written notice to the other party of
such demand. If the Escrow Agent does not receive a written objection from the
other party to the proposed payment within five (5) business days after the
giving of such notice, the Escrow Agent is hereby authorized to make such
payment. If the Escrow Agent does receive such written objection within such
five (5) day period, or if for any reason the Escrow Agent in good faith shall
elect not to make such payment, the Escrow Agent shall continue to hold the
Earnest Money until otherwise directed by written instructions from the parties
to this Agreement or until a final judgment (beyond any applicable appeal
period) by a Court of competent jurisdiction is rendered disposing of such
Earnest Money.

                  The Escrow Agent shall be liable as a depository only and its
duties hereunder are limited to the safekeeping of the Earnest Money and the
delivery of same in accordance with the terms of this Agreement. The Escrow
Agent will not be liable for any act or omission done in good faith, or for any
claim, demand, loss or damage made or suffered by any party to this Agreement,
excepting such as may arise through or be caused by the Escrow Agent's
negligence or willful misconduct.

SECTION 21.  MISCELLANEOUS.

         1. Attorney's Fees and Legal Expenses. Should either party hereto
institute any action or proceeding in court or through arbitration to enforce
any provision hereof or for damages by reason of any alleged breach of any
provision of this Agreement or for any other remedy, the prevailing party shall
be entitled to receive from the losing party all reasonable attorneys' fees and
all court and/or arbitration costs.

         2. Calculation of Date and Times. Unless otherwise specified, in
computing any period of time described in this Agreement, the day of the act or
event after which the designated period of time begins to run is not to be
included and the last day of the period so computed is to be included, unless
such last day is Saturday, Sunday or legal holiday under the laws of the State
of Oklahoma in which event the period shall run until the end of the next day,
which is neither a Saturday, Sunday or legal holiday.

         3. Counterparts. This Agreement may be executed in any number of
counterparts which together shall constitute the agreement of the parties. The
Section headings herein contained are for purposes of identification only and
shall not be considered in construing this Agreement.

                                       18
<PAGE>
         4. Seller Exculpated Parties. Notwithstanding anything to the contrary,
contained in this Agreement, none of the directors, officers, shareholders,
members, managers, partners, employees or agents of Seller or its constituent
parties nor any other person, partnership, corporation, company or trust, and
principal of Seller, whether disclosed or undisclosed (collectively, the "Seller
Exculpated Parties") shall have any personal obligation or liability hereunder,
and Buyer shall not seek to assert any claim or enforce any of its rights
hereunder against any Seller Exculpated Party. The provisions of this Section
shall survive the termination or the Closing of this Contract.

         5. Buyer Exculpated Parties. Notwithstanding anything to the contrary
contained in this Agreement, none of the directors, officers, trustees,
shareholders, members, managers, partners, employees, or agents of Buyer or its
constituent parties nor any other person, partnership, corporation, company, or
trust, as principal of Buyer, whether disclosed or undisclosed (collectively the
"Buyer Exculpated Parties") shall have any personal obligation or liability
hereunder, and Seller shall not seek to assert any claim or enforce any of its
rights hereunder against any Buyer Exculpated Party.

         6. Further Assurances. Both Seller and Buyer agree that it will without
further consideration execute and deliver such other documents and take such
other action, whether prior or subsequent to Closing, as may be reasonably
requested by the other party to consummate more effectively transactions
contemplated hereby.

         7. Deliveries to Lender. Any certificate required to be delivered to
Buyer pursuant to this Agreement, shall, at the sole option of Buyer, also be
delivered to any lender which lends funds to Buyer for any portion of the
Purchase Price and all such certificates will be addressed to Buyer and such
lender. The reference to lender shall not imply that there is any financing
contingency available to Buyer.

         8. Independent Consideration. Notwithstanding anything herein to the
contrary, a portion of the Earnest Money in the amount of $100.00 shall be
non-refundable and shall be distributed to Seller at Closing or other
termination of this Agreement as full payment and independent consideration for
Seller's performance under this Agreement and for the rights granted to Buyer
hereunder. Any refund or delivery of the Earnest Money to Buyer pursuant to this
Agreement shall be less the non-refundable portion thereof which shall
simultaneously be distributed to Seller.

                                       19
<PAGE>
         IN WITNESS WHEREOF, this Agreement has been executed by the parties, or
by the duly authorized officer of the parties, on the day and year shown below.

BUYER:

Executed February 27, 2002

Platinum Partners

By:  /s/ Platinum Partners
     ---------------------


SELLER:

Executed February 27, 2002

Realmark Property Investors Limited Partnership-VIA



By: /s/ Joseph M. Jayson
    --------------------



RECEIPT OF ESCROW AGENT

The undersigned hereby acknowledges receipt of the Earnest Money provided for
herein, and that the same is being held as Escrow Agent pursuant to the terms of
the above Purchase Agreement.

as Escrow Agent

By:
   --------------------

                                       20
<PAGE>
                                                                          3/8/02
                         REAL ESTATE PURCHASE AGREEMENT
                             COUNTRYBROOK APARTMENTS

                  This purchase agreement ("Agreement" or "Contract") made and
entered into by and between Realmark - Countrybrook, L.L.C., 2350 North Forest
Road, Getzville, NY 14068 ("Seller") and Research Properties, Inc. on behalf of
an entity to be named, 6600 Outer Loop #66, Louisville, KY 40228 ("Buyer").

                                    RECITALS:

         A. Buyer desires to purchase from Seller, and Seller desires to sell to
Buyer, (1) a certain parcel of real property and all of the improvements and
buildings situated thereon, and the hereditaments and appurtenances thereto (the
"Real Property"), consisting of an apartment complex containing 240 residential
apartment units known as Countrybrook Apartments, and (2) all personal property,
equipment, fixtures, supplies, inventories, replacement parts, and intellectual
property (excluding, however, any use of the name "Realmark" or any related or
similar name, it being understood that only the right, title and interest of
Seller to the name of the apartment complex shall be transferred and excluding
computer equipment and software), owned by Seller, utilized in the operation or
management of the apartment complex, and located at said apartment complex,
including without limitation (a) all licenses, permits and certificates of
occupancy held by the Seller for the Property which may be lawfully assigned and
which may be necessary or desirable, in Buyer's opinion, to operate the
Property; (b) any warranties and guaranties from manufacturers, suppliers and
installers pertaining to the Property including roof warranties and warranties
covering appliances within the Property apartment units; (c) the name
"Countrybrook" and all variations thereof; (d) the telephone number(s) for all
of Seller's telephones installed at the Property; (e) all architectural
drawings, plans and specifications and other documents in Seller's possession
pertaining to the construction of the Property; (f) all business records, books
of account, customer lists, correspondence, and files relating to any tenancy or
occupancy of the real property and improvements (on computer disk if requested
by Buyer); (g) all signs on and relating to Countrybrook Apartments; and
generally all other intangible property at the Property (collectively the
"Personal Property"). The Real Property together with the Personal Property
applicable to the apartment complex will be herein referred to as the
"Property".

         B. Attached hereto and made a part hereof is the legal description of
the Real Property, marked with the name of the apartment complex and attached as
Exhibit A. A detailed list of the Personal Property is attached to this
Agreement as Exhibit B. Any subsequent amendment to either Exhibit A or Exhibit
B agreed to by Seller and Buyer, or to any other Exhibit to this Agreement, is
to be considered an integral part of this Agreement.

         FOR AND IN CONSIDERATION of the mutual promises, covenants and
agreements, hereinafter set forth, the Parties agree as follows:

         SECTION 1.  PURCHASE PRICE.

                  (a) The purchase price to be paid Seller for the Property is
$5,200,000.00 ("Purchase Price") to be paid in the following manner:
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                             <C>
                           Earnest Money at signing of
                           Purchase Agreement                                 $   50,000.00

                           Earnest Money after expiration
                           of due diligence and financing
                           contingency                                        $   50,000.00

                           Cash at closing (subject to prorations
                           and allocations per Section 5), and reduced
                           by assumption of Seller's existing first
                           mortgage balance at closing                        $5,100,000.00
                                                                              -------------
                                            Total                             $5,200,000.00
                                                                              =============
</TABLE>
and payable by Buyer on closing of title and delivery of the Deed ("Closing") in
immediately available good, federal funds.

                  (b) All existing debt (except the first mortgage to be
assumed), liens, (other than tax liens) impositions and similar encumbrances
affecting the Real Property will be discharged or, if annual real estate taxes
or special assessment liens, prorated in accordance with Section 5 and paid at
the Closing.

                  (c) The Earnest Money (sometime referred to as the
"Deposit")in the amount stated in Section 1 (a) above will be deposited with the
Commonwealth Land Title Insurance Company, as Escrow Agent (the "Escrow Agent"),
within two (2) days from the date of Seller's execution of this Agreement.
Absent any contrary provision of this Agreement, the total Earnest Money in the
amount of $100,000.00 will remain on deposit with the Escrow Agent until the
Closing of the Property or cancellation of escrow. If the Earnest Money deposit
is not made by the date or dates as herein above set forth, Seller may terminate
this Agreement. Interest on the Earnest Money shall belong to Buyer. Buyer shall
have the right to direct the investment of the Deposit so long as it is with a
financial institution the deposits of which are insured up to $100,000 by an
agency of the United States government, and Buyer shall pay any fees required
for placing the Deposit in an interest bearing account. Upon any permitted
termination of this Agreement by Buyer, including but not limited to the failure
of the conditions precedent set out in Section 7, the Earnest Money shall be
returned to Buyer upon demand, and in compliance with all other terms and
provisions of this Agreement.

         SECTION 2.  PLACE AND TIME OF CLOSING.

                  (a) Subject to the conditions precedent set forth herein
having been met or waived, the Closing will take place on or before 30 days
after expiration of due diligence and finance contingencies, whichever is later,
unless extended as otherwise set forth in this Agreement, time being of the
essence. As used herein the term "Closing" will mean the meeting of the parties
at which delivery of the Deed and payment of the Purchase Price as called for in
Section 1 occurs for the Property, which may occur through an escrow arrangement
with Escrow Agent.
                                       2
<PAGE>
                  (b) This Agreement, as an offer to purchase when signed by
Buyer, shall automatically terminate if not accepted in final form by Seller by
5 P.M., Eastern Standard Time, within three (3) business days from the date on
which Buyer executed this Agreement as indicated below, which acceptance shall
occur by execution of this Agreement and delivery of an executed original to
Buyer.

         SECTION 3.  ENTRY ON THE PROPERTY/PURCHASER'S CONTINGENCIES.

         (a) Due Diligence. Buyer, or its designees, will have a period of
fifteen (15) days after the date on which Seller has delivered to Buyer all
materials called for in Section 3(a)(i) below (the "Due Diligence Period"), to
enter the Property to make inspections, engineering tests, surveys, and other
such tests, examinations and inspections as Buyer may desire as long as such
tests, examinations, etc., do not unreasonably interfere with the operations or
any current use of the Property, and to review all materials to be provided by
Seller pursuant to Section 3(a)(i) below. All entry upon the Property and any
and all contact with on site employees of Seller by Buyer (and Buyer's agents
and representatives) shall be upon prior notice to Seller and, at Seller's
option, accompanied by an agent of Seller. Requests for entry upon the property
or to contact any employees of Seller shall be initiated only through James
Duberstein or Joseph M. Jayson and shall be conducted in strict conformance with
the restrictions in this Agreement and specifically this Section 3 and Section
8(d). If Seller does not permit Buyer to make such entry alone or if Seller does
not make available Mr. Duberstein or Mr. Jayson to accompany Buyer (and Buyer's
agents and representatives) within one day of request by Buyer, then the Due
Diligence Period shall be extended by the number of days Seller delays Buyer.

         If the Closing of the Property does not occur, Buyer shall restore any
damage caused to the Property by Buyer to the same condition as prior to any
entry by Buyer.

         All due diligence materials previously submitted to Buyer must be
maintained by Buyer or its attorneys or agents on a confidential basis and
returned to Seller if Buyer terminates this Agreement. Buyer agrees that it will
not use the due diligence materials for any purpose other than to determine
whether to acquire the Property and agrees that it will not make contact with
Seller's tenants unless accompanied by a Seller representative as set forth
above, or otherwise with the permission of Seller. Seller will permit Buyer (and
Buyer's agents and representatives) on a timely basis to enter as many occupied
apartment units as may be selected by Buyer and all vacant apartment units to
walk through and inspect such units. In addition, Buyer agrees that it will
under no circumstances make any offer, or use the Due Diligence materials, to
acquire the interest of any partner(s) of the selling entities or the current
fee owner or its affiliates for a period of two (2) years after the date of this
Contract. Buyer and/or its agents will not, under any circumstances, disclose to
any of Seller's employees that it is contemplating acquisition of the Property
without Seller's written consent prior to closing. Buyer will make no contact
with any of Seller's employees without Seller's express written consent; except
for contacts with Seller's employees allowed under Section 8(d) and except for
contacts within three (3) days of closing in connection with takeover and
closing arrangements. Seller acknowledges that certain of Buyer's personnel have
been contacted for jobs by employees of Seller, with Seller's employees
indicating they had heard rumors that the Property was for sale, and that Buyer
acknowledged Buyer was investigating the purchase of the Property. Seller
accepts such disclosure and agrees all such contacts did not violate this
Agreement, having occurred before this Agreement was executed. All third party

                                       3
<PAGE>
reports desired by Buyer will be ordered by Buyer at Buyer's expense, and Buyer
agrees that it will supply copies to Seller of each and every report upon
receipt.

                  (i) During the Due Diligence Period, Buyer may inspect the
Property. At the signing of this Agreement or within two (2) days thereafter,
Seller shall provide or make available at the Property or Buyer's office, those
operational and information items which relate to the Property as follows:

                  1. Current Rent Roll - (Dated within 30 days of execution)

                  2. Income and Expense Statements for the last two (2) calendar
years

                  3. Income and Expense Statement for the current calendar year
to date (as of the end of the month previous to execution)

                  4. Copy of current ad valorem tax bills and a condensed list
of utility bills for the Property, for the last full calendar year

                  5. As-built survey,

                  6. Copies of all third-party contracts (e.g., coin laundry
equipment, termite, landscape, pool maintenance, etc.) in effect or which will
be in effect at or after the closing date

                  7. Copy of the latest insurance declaration covering the
Property (the same may be within a master policy)

                  8. Make available the standard form lease and originals or
copies of the first and last page of all tenant leases for the Property in
connection with each apartment unit, with a certification that all other pages
are identical to the standard form lease.

                  9. A list of all equipment leases and/or any financing
documents for personal property, equipment, etc., affecting the apartment
complex

                  10. A copy of the financing documents for the current loan to
be assumed, including without limitation the promissory note, mortgage, fixture
filing, assignment of rents and leases, and a statement showing the current
principal balance and the amount of all funds escrowed with the lender or a
third party acting on behalf of lender.

                  11. All architectural drawings, plans, and specifications, in
Seller's possession.

                  12. Seller will also make available to Buyer at Seller's
office during due diligence, access to all repair and maintenance records for
the year previous to the date of this Agreement, and other documents in Seller's
possession pertaining to the construction and maintenance of the Property

All of the foregoing will either be at the Property location or submitted to
Buyer by Seller within two (2) days after execution of this Agreement by both
parties.
                                       4
<PAGE>
                  (ii) During the Due Diligence Period, Buyer will conduct a
review of the economics and feasibility of acquiring and operating the Property,
including any inspection of all zoning and other government permits and
regulations and all other matters and documents relating to the operation of the
Property, including the items supplied by Seller under Section 3(a) hereof.

                  (iii) After Seller provides all required documents to the
Buyer, Buyer agrees to accept or reject the Property and all documents prior to
the end of the Due Diligence Period, except that Buyer shall have a period of
thirty (30) days after the end of the Due Diligence Period to perform such
environmental studies of the Property as desired by Buyer, and to make a
determination as to whether the environmental condition of the Property is
acceptable to Buyer (however Buyer may not terminate this Agreement if such
environmental studies do not reflect a material negative difference from the
existing environmental study of Seller submitted to Buyer.) If Buyer does not
cancel this Contract during the Due Diligence Period, as extended for
environmental studies, or does not cancel this Contract during the extended due
diligence period for environmental matters deemed unacceptable to Buyer, Buyer
shall be deemed to have accepted the Property and it will close on the Property
in accordance with this Contract, except for cancellation in accordance with
certain other specific provisions of this Contract, including without limitation
the provisions of Sections 3(b), Section 4(c), Section 7 and Section 8. During
said Due Diligence Period, however, as extended for environmental studies as set
forth above, Buyer shall have the right, in its sole discretion, except as
limited above relative to any difference in the environmental studies, to
terminate this Agreement within the due diligence period, and upon said
termination, Buyer shall receive back its Deposit and neither party shall have
any further liability.

                  (b) Financing. Buyer agrees to apply for approval of the
assumption by Buyer of Seller's existing first Mortgage held by Wells Fargo
Bank, with the approximate current balance of $3,933,000.00, bearing interest at
the rate of 7.89% and due and payable in full September 11, 2009. Buyer has
submitted financial information and management profile/credentials to Seller.
Seller shall have the right to submit said information to the Lender for
preliminary review. In the event said Lender indicates disapproval of said
submission, Buyer or Seller shall have the right to terminate this Agreement in
which event the Deposit shall be returned to Buyer and neither party shall have
any further liability. Buyer agrees to begin the application process for such
approval in good faith within fifteen (15) days of execution of this Agreement.
Buyer will process said application with due diligence and comply with all
reasonable requests of said holder. Seller agrees to cooperate with Buyer's
application. Buyer shall pay all fees, deposits, and expenses incurred in
obtaining such approval and any transfer or assumption fees payable to said
holder; provided, however, that if any required deposits or nonrefundable fees
exceed $10,000.00, Buyer may terminate this Agreement and receive a refund of
the Deposit. Provided further, Buyer shall not be required to pay any fees,
deposits, or expenses to the lender until after the 15-day due diligence period
has expired. Buyer and Seller agree to execute such documents as may be
reasonably required by said holder to complete said application and to confirm
the assumption by Buyer of said mortgage loan. If said approval is not obtained
by Buyer within thirty (30) days after execution of this Agreement, either party
may terminate this Agreement upon written notice to the other, in which event
the Deposit shall be returned to Buyer and neither party shall have any further
liability to the other.
                                       5
<PAGE>
         SECTION 4.  DEED AND TITLE.

                  (a) Seller shall deliver to Buyer at Closing, a Special or
Limited Warranty Deed ("Deed") in a form reasonably acceptable to Buyer and
Escrow Agent, conveying good and marketable fee simple title to the Real
Property, subject only to the existing first mortgage to be assumed by Buyer,
and to such easements, restrictions of record and title exceptions set forth in
the commitment for title insurance specifically approved by Buyer, and taxes not
delinquent. In addition, Seller shall convey title to the Personal Property to
Buyer, free and clear of all liens and encumbrances (except the existing first
mortgage, and those disclosed and deemed approved during due diligence; e.g.,
equipment leases or personal property financing documents), by the execution and
delivery at Closing of a Bill of Sale in form and substance reasonably
satisfactory to Buyer, without warranty, except as to Seller's title.

                  (b) Seller agrees to provide a copy of its most recent
existing title insurance policy or title insurance commitment to Buyer. Buyer
shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment
(the "Title Commitment"), within fifteen (15) days of the date of execution of
this Contract by both parties, issued by a title insurance company selected by
Buyer, committing to insure fee simple title to the Property in the amount of
the Purchase Price for such Property in Buyer's name, with all standard
exceptions removed (except for the rights of tenants under unrecorded leases
and/or except for standard exceptions normally not removed pursuant to local
custom with respect to the Real Property), and containing no other exceptions
not specifically approved by Buyer. Buyer will provide a copy of said title
commitment to Seller immediately after same is completed, but no later than 20
days after signing this Agreement. Buyer shall have ten (10) days after receipt
of the Title Commitment to examine the Title Commitment and the existing survey
provided by Seller to Buyer to inform Seller of Buyer's objection to any
exception contained in or title defect revealed by the Title Commitment or the
existing survey. It is understood that Buyer may elect to obtain an updated
survey of the Property. Buyer shall have the right to object to any new matters
shown on the updated survey, but Buyer shall have no right to object if the
updated survey does not reveal any objectionable exceptions. In no event shall
Buyer have the right to object to any matters on the updated survey after the
expiration of thirty (30) days from the execution of this Agreement.

                  (c) If Buyer's examination of the Title Commitment or the
survey reveals that the Title Commitment for the Real Property contains
objectionable exceptions or that the title to the Real Property is defective and
thereafter, the issuing title insurance company refuses to delete the
objectionable exceptions or the defects cannot be cured by Seller within a
reasonable period of time after written notice by Buyer, specifically pointing
out the objection/defects, then Buyer may elect to terminate this Agreement upon
written notice to Seller and receive a refund of the Deposit.

                  (d) Seller will pay for preparation of the Deed for the Real
Property, for State and local transfer taxes affecting the Real Property, and
for any sales or use taxes affecting the Personal Property.

                  (e) Buyer will pay for any updated survey of the Property for
the title insurance commitment and for all title insurance premiums, and for the
recording of the Deed for the Property and the recording of any assumption
document.
                                       6
<PAGE>
                  (f) Seller and Buyer will each pay their own attorney's and
other professional fees and expenses.

                  (g) At Closing, Seller shall execute and deliver to Buyer a
mechanics and materialmen's lien and owner's affidavit and indemnity acceptable
to Buyer's title insurance company, evidence of the authority of the person or
persons executing the documents on behalf of Seller, acceptable to Buyer's title
insurance company, and a "non-foreign" certificate as required by Section 1445
of the Internal Revenue Code, and (if requested by Buyer) letters to all tenants
of the Property advising them of the change in ownership and directing them to
pay all rents to Buyer or Buyer's designee.

         SECTION 5.  PRORATIONS AND ALLOCATIONS.

                  (a) Collected rents, interest on the first mortgage, laundry
income, service contracts, equipment leases or other personal property
financing, utility deposits, insurance and other expenses whether or not a lien,
assessed or to be assessed for the year in which the transaction is consummated
will be prorated as to the Property as of the date of the Closing. All utility
bills relating to the period prior to the Closing Date shall be paid by Seller.
Seller shall terminate all utility relationships with respect to the Property as
of the Closing Date. Buyer shall pay Seller cash at closing for all escrows held
by the existing first mortgage holder or by an entity acting on behalf of that
lender at Closing. With respect to any delinquent or uncollected rents at the
time of Closing, either Buyer or Seller may collect or attempt to collect such
rents. If collected by Buyer, Buyer shall remit to Seller (net of expenses of
collection) Seller's prorated share as if such rents were collected as of
Closing. If collected by Seller, Seller shall remit to Buyer (net of expenses of
collection) Buyer's prorated share as if such rents were collected as of
Closing. Seller shall have no right to collect or attempt to collect such rents
after 90 days after Closing.

                  (b) Security deposits held by Seller or paid by any tenants or
lessees at the Property will be transferred to Buyer in full at Closing,
including any interest earned thereon and payable to the tenant or lessee under
State law.

                  (c) Real Estate taxes and personal property taxes and special
assessments shall be prorated based on the custom in Louisville, Kentucky.

                  (d) Seller will assign to Buyer all of Seller's right to the
proceeds of a insurance policies relating to fire losses at the Property,
whether such amount has yet been determined. If Seller has received any such
proceeds prior to Closing, the amount received by Seller shall be credited
against and applied to the cash portion of the Purchase Price.

         SECTION 6. CONDEMNATION OR CASUALTY. Seller agrees to give Purchaser
prompt written notice of any fire or other casualty occurring to all or any
portion of the improvements at the Real Property and/or Personalty between the
date hereof and the date of closing. If prior to the closing, there shall occur:

                  (i) damage to the improvements at the Property caused by fire
or other casualty which would cost 5% of the Purchase Price of the Property or
more to repair based on the estimate of a reputable third party contractor
chosen by Seller; or
                                       7
<PAGE>
                  (ii) the taking or condemnation of all or any portion of the
Real Property and/or the improvements as aforesaid as would materially interfere
with the use thereof; then, if any of such events set forth in (i) or (ii) above
occurs, Buyer or Seller, at its option, may terminate its obligations under this
Agreement by written notice given to the other within seven (7) days after Buyer
has received the notice referred to above or at the closing, whichever is
earlier. If Buyer or Seller does not elect to terminate its obligations as
aforesaid, the closing shall take place as provided herein without an abatement
of the purchase price (except that Buyer shall be allowed a credit for any
deductible under Seller's insurance) and there shall be assigned to the Buyer at
closing, all interest of the Seller in and to any insurance proceeds or
condemnation awards which may be payable to Seller on account of such
occurrence, or if Seller has received any such proceeds or awards, the amount
received by Seller shall be credited against and applied to the cash portion of
the Purchase Price.

                  If, prior to the closing, there shall occur:

                  (i) damage to the Property caused by fire or other casualty
which would cost less than 5% of the Purchase Price of the Property based on the
estimate of a reputable third party contractor chosen by Seller to which Buyer
has no reasonable objection; or

                  (ii) the taking or condemnation of all or any portion of the
said Real Property and/or improvements as aforesaid which is not material to the
use, thereof; then, if any of such events set forth in (i) or (ii) above occurs,
Buyer shall have no right to terminate its obligations under this Agreement, but
there shall be assigned to Buyer at closing all interest of Seller in and to any
insurance proceeds or condemnation awards which may be payable to Seller on
account of any such occurrence, and in addition, Buyer shall be allowed a credit
for any deductible under Seller's insurance policy, or if Seller has received
any such proceeds or awards, the amount received by Seller shall be credited
against and applied to the cash portion of the Purchase Price.

                  Seller shall be responsible for maintaining fire and extended
coverage insurance prior to closing as is currently in place.

         SECTION 7. ADDITIONAL CONDITIONS. The following shall be conditions
precedent to Buyer's obligations hereunder, unless specifically waived in whole
or in part in writing by Buyer:

                  (a) Litigation. There being no existing or pending claims,
lawsuits, or governmental proceedings, or appeals, which challenge Seller's
title to the Property.

                  (b) Title Insurance Policy. Title to the Property at Closing
being marketable or insurable (Buyer agrees to request that the title company
issuing the title commitment list any questions of marketability in the title
commitment) and/or in accordance with the provisions of Section 4 above, free
and clear of all liens and encumbrances, except the existing first mortgage. In
addition, Buyer receiving assurances at Closing from the title insurance company
issuing the Title Commitment, that after Closing, Buyer will be issued at
Buyer's expense, an ALTA Form B Title Insurance Policy, with all standard
exceptions removed, except as set forth in Section 4 above, and all other
exceptions validly objected to by Buyer deleted from such policy, insuring fee
simple marketable title to the Property or in accordance with Section 4 above,

                                       8
<PAGE>
in the amount of the Purchase Price, in Buyer's name, free and clear of all
liens and encumbrances not otherwise specifically agreed to by Buyer prior to
Closing.

                  (c) Personal Property. Seller conveying title to the Personal
Property to Buyer at Closing free and clear of all liens and encumbrances
(except for the existing first mortgage and for equipment leases and personal
property financing disclosed during due diligence) by a Bill of Sale without
warranties except as to title in form and substance reasonably satisfactory to
Buyer.

                  (d) Compliance With Representations and Warranties. Seller
will be in substantial compliance with all other representations and warranties
made herein in Section 8, or elsewhere in this Agreement, at Closing to the
reasonable satisfaction of Buyer.

                  (e) Condition. The condition of the Personal Property and Real
Property shall be in substantially the same condition at closing as they were on
the date of execution hereof.

                  (f) Insurance Amount. Buyer confirming that the amount of
insurance proceeds payable with respect to existing damage to the Property is
acceptable to Buyer during Buyer's due diligence period set forth in Section
3(a).

                  (g) Property Insurance. Buyer being able to obtain and have in
place at closing at an annual premium cost less than $40,000.00 casualty and
liability insurance with such coverage as is deemed appropriate by Buyer. If
requested by Buyer and approved by Seller's insurance company, Seller will
assign to Buyer its insurance policy(ies) affecting the Property, and Seller
grants to Buyer the right to seek such an assignment. Without limiting the
effect of other conditions set forth in this Agreement, if this condition is not
satisfied by closing, Seller agrees to allow a cash credit to Buyer at Closing
for any excess premiums over $40,000.00 for the first year following Closing,
provided Buyer's coverages are the same as Sellers. In addition, Seller shall
allow a credit at closing for $5,000.00 for anticipated insurance increases.

                  SECTION 8. SELLER'S WARRANTIES. The following representations
and warranties of Seller shall survive the Closing for a period of six (6)
months and shall be reaffirmed as true and accurate by Seller at Closing.
Wherever any of the following are based on Seller's knowledge and/or belief,
such knowledge and/or belief shall be limited to knowledge and/or belief of
Joseph M. Jayson and/or Tony Cioppi.

                  (a) The legal description of the Property contained in the
recitals to this Agreement is substantially correct and will be confirmed by any
survey obtained by Buyer and/or confirmed by the title company.

                  (b) Seller has not received written notification that the
Property is not in compliance with any federal, state, county and municipal
laws, ordinances and regulations, including but not limited to all federal,
state, county and municipal environmental laws and regulations, applicable to or
affecting the Property, and to Seller's best knowledge and belief, the Property
is in compliance with all federal, state, county and municipal laws, ordinances
and regulations, including but not limited to all federal, state, county and
                                       9
<PAGE>
municipal environmental laws and regulations, applicable to or affecting the
Property, with Seller to have the right to cure any misrepresentation before
Closing to the reasonable satisfaction of Buyer, or to escrow funds to complete
such cure after closing not to exceed $25,000.00. If the cost exceeds $25,000.00
and if Seller elects not to cure same, Buyer may terminate this Agreement and
receive back its Deposit.

                  (c) Seller will convey fee simple, marketable or insurable
title to the Property to Buyer at Closing and will convey title to the Personal
Property to Buyer at Closing by Bill of Sale, in form and substance reasonably
satisfactory to Buyer, free and clear of all liens and encumbrances, except as
provided in this Agreement.

                  (d) Seller will not interfere with Buyer's opportunity to hire
Seller's on-site employees who work at the Property, but Buyer will have no
obligation to hire any of those individuals. Buyer will make no efforts to hire
such employees until after all contingencies have been removed and no earlier
than 10 days before closing. Buyer will make no efforts to hire any of Seller's
off-site employees whatsoever.

                  (e) Seller shall be responsible for (and Buyer shall not
assume the obligation of) all employee wages, benefits (including payments for
accrued bonuses, vacation or sick pay, unemployment compensation, employment
taxes, medical claims or similar payments), contributions under any benefit
programs or agreements, severance pay obligations and other related employee
costs arising as a result of any events, acts (or failures to act) prior to the
Closing Date with respect to the Property at which such persons are employed,
whether or not disclosed on the schedules to this Agreement.

                  (f) Seller retains all liability and responsibility for
fulfilling all federal and/or state COBRA and continuation of group health
insurance coverage requirements (pursuant to Section 4980B of the Code, sections
601-608 of ERISA, and any applicable state laws) with respect to Seller's
current or former employees (and their dependents). Buyer does not hereby and
will not at the Closing of the Property assume any obligation to provide medical
insurance coverage to persons that it employs because it acquires the Property.

                  (g) The physical condition of the Personal Property and Real
Property shall be maintained in substantially the same condition as they were at
the expiration of Buyer's due diligence period through the Closing Date.

                  (h) Seller agrees to continue its standard leasing practices
and advertising through the Closing Date, including its customary rent schedule
for new tenants, customary credit and application review and procedures,
customary security deposits, and customary concessions, if any.

                  (i) Seller represents and warrants that there are no
management or similar agreements that would in any way bind Buyer after Closing.

                  (j) Seller represents and warrants that, except as disclosed
on Exhibit C, all occupied apartment units are in rentable condition with
working appliances and free of material defects. All vacant apartments as of
execution or as of closing shall be in "as is" condition.

                  (k) Seller has full right and power to enter into this
Agreement and, when executed and delivered, all parties having any interest in
the Property shall be lawfully bound by this Agreement. The execution and
                                       10
<PAGE>
delivery of this Agreement and the consummation of the transactions contemplated
by this Agreement will not violate or result in a breach by Seller of any
agreement or instrument to which Seller is a party. Seller is a limited
liability company in good standing in the state in which it is formed and in
good standing and duly qualified to transact business in the Commonwealth of
Kentucky.

                   (l) There are no actions, suits or proceedings, including
without limitation eminent domain or similar condemnation proceedings, pending
or, to the best knowledge of Seller, threatened by or before any judicial body
or governmental agency or authority against or affecting any portion of the
Property.

                  (m) There are no outstanding contracts to sell or options to
purchase with respect to the Property.

         SECTION 9.  NON-PERFORMANCE.

                  (a) If Seller fails to deliver the Deed, perform its
obligations hereunder, or meet any of the conditions hereof, Buyer, at Buyer's
sole option, may (i) terminate this Agreement whereupon the Earnest Money shall
be returned to Buyer on demand or (ii) Buyer may bring an action for specific
performance, and if Buyer prevails, all reasonable costs and expenses of any
such action shall be paid by Seller as a reduction of the Purchase Price, or
(iii) bring an action for monetary damages. The foregoing shall be the sole and
exclusive remedies of Buyer. However, if Buyer elects to bring an action for
monetary damages, they shall be specifically limited, if proven, to an amount
equal to the Earnest Money on deposit as set forth hereinabove. Any damages
resulting from a breach of any warranty or representation either before or after
Closing shall be subject to the same limitation and aggregated with any damages
for breach of this Agreement as set forth above. The foregoing sentence shall
not be applicable with respect to fraud, or any material intentional
misrepresentation.

                  (b) If Buyer defaults at any time, Seller and Buyer agree that
it will be extremely difficult or impractical to fix Seller's actual damages.
Therefore, in such an event, the entire Earnest Money shall be delivered to
Seller as liquidated damages for loss of a bargain and not as a penalty. Buyer
will then be released from all liability to Seller related to this Agreement,
such liquidated damages being Seller's sole remedy.

         SECTION 10. BROKERS, AGENTS AND CONSULTANTS. Seller represents and
warrants to Buyer that no broker, consultant or agent is due a commission or fee
from the proceeds of the Closing, claiming by, through or under Seller except as
stated herein, and Seller hereby agrees to indemnify and hold harmless Buyer
from the claims of any agent, consultant or broker for the payment of any such
commission or commissions.

         Buyer represents and warrants to Seller that no broker, consultant or
agent is due a commission or fee from the proceeds of the Closing claiming by,
through or under Buyer except the Duberstein Investments, whose commission shall
be paid by Seller, and hereby agrees to indemnify and hold harmless Seller and
the Property from the claims of any other agent, consultant or broker for the
payment of any commission, finder's fee or other compensation.
                                       11

<PAGE>
         SECTION 11.  LEASES/ASSIGNMENT OF INTANGIBLES.

                  (a) Seller agrees that prior to the Closing it will not enter
into any commercial leases or service agreements without the prior written
consent of Buyer, unless they may be cancelled at Closing.

                  (b) Seller shall assign the existing tenant leases to Buyer at
Closing along with all service contracts and other agreements affecting the
Property. Buyer shall execute an assumption agreement or other agreements with
respect to all tenant leases and service contracts or other agreements from and
after the date of closing.

                  (c) On the Closing Date, Seller shall assign to Buyer all of
its right, title and interest in and to all of the Property not conveyed by the
Special or Limited Warranty Deed, including without limitation: (a) all
licenses, certificates of occupancy and permits then held by the Seller for the
Property which may be lawfully assigned and which may be necessary or desirable,
in Buyer's opinion, to operate the Property; (b) any warranties and guaranties
from manufacturers, suppliers and installers pertaining to the Property
including roof warranties and warranties covering appliances within the Property
apartment units; (c) the name "Countrybrook" and all variations thereof; (d) the
telephone number(s) for all of Seller's telephones installed at the Property;
(e) all architectural drawings, plans and specifications and other documents in
Seller's possession pertaining to the construction of the Property; (f) all
business records, books of account, customer lists, correspondence, and files
relating to any tenancy or occupancy of the real property and improvements (on
computer disk if requested by Buyer); (g) all signs on and relating to
Countrybrook Apartments; and all other intangible property at the Property. The
foregoing shall not include any computer equipment or software whatsoever.

         SECTION 12. INSURANCE. Seller will cancel its insurance coverage on the
Property effective at Closing of the Property, and Buyer will place new
insurance coverage on the Property effective on the same date.

         SECTION 13. ASSIGNMENT. Buyer shall not have the right to assign this
Agreement, in whole or in part, to any party with whom it is not affiliated
without the express written consent of Seller. Buyer shall have the right to
assign this Agreement to any affiliate of Buyer without such consent. Upon any
such assignment, the assignee shall assume the obligations of Buyer. Seller's
consent, if required, pursuant to this section shall be in its sole discretion
and shall include approval of all proposed assignment documents. In accordance
with the foregoing, the Buyer shall have the right to assign to an entity with
which the Buyer is affiliated provided the Buyer herein remains liable for
performance of this Contract.

         SECTION 14. ENTIRE AGREEMENT. All prior understandings and agreements
of the parties are merged herein, and this Agreement reflects the entire
understanding of the parties. This Agreement may not be changed or terminated
orally.

         SECTION 15. SUCCESSORS AND ASSIGNS. The terms of this Agreement shall
be binding upon and inure to the benefit of the parties hereto, their respective
legal representatives, successors and assigns.
                                       12
<PAGE>
         SECTION 16.  INDEMNIFICATIONS.

                  (a) SELLERS INDEMNITY. Seller shall indemnify, defend and hold
Buyer harmless from any claim, demand, loss, liability, damage, or expense
(including reasonable attorneys' fees) in connection with third-party claims for
injury or damage to personal property in connection with the ownership or
operation of the Properties prior to Closing. These indemnification obligations
of Seller shall be repeated at and shall survive the Closing.

                  (b) BUYERS INDEMNITY. Buyer shall indemnify, defend and hold
Seller harmless from any claim, demand, loss, liability, damage, or expense
(including reasonable attorneys' fees), due to Buyers operation of the Property
from and after Closing. The indemnification obligations of Buyer shall be
repeated at and shall survive the Closing.

         SECTION 17. NOTICES. All notices required or permitted hereby shall be
in writing and delivered either in person or sent electronically, and by
national overnight express carrier. Notices shall be deemed to have been given
when sent as follows:

         Buyer:            Research Properties, Inc.
                           6600 Outer Loop #66
                           Louisville, KY  40221
                           Phone: 502-968-0101
                           Fax: 502-968-0102

         Copy to:          David B. Buechler
                           Salyers & Buechler, P.S.C.
                           The 1000 Building, Suite 204
                           6200 Dutchmans Lane
                           Louisville, Kentucky 40205
                           Phone: (502) 452-9222
                           Fax: (502) 452-9456

         Seller:           Realmark  - Countrybrook, LLC
                           2350 North Forest Road
                           Getzville, NY  14068
                           Phone: 716-636-9090
                           Fax: 716-636-0466

         Copy to:          William H. Mattrey, Esq.
                           Amigone, Sanchez, Mattrey & Marshall, LLP
                           1300 Main Place Tower
                           Buffalo, NY  14202
                           Phone: 716-852-1300
                           Fax: 716-852-1344

         SECTION 18. CONSTRUCTION. Time shall be construed to be of the essence.

         SECTION 19. GOVERNING LAW. This Agreement will be governed by and
construed according to Kentucky law.

         SECTION 20. BUYER'S LIABILITY. Neither Buyer nor any assignee or
designee of Buyer (nor any principal, shareholder, employee, member, manager,
director or officer of Buyer or any assignee of Buyer) shall be personally or
individually liable with respect to any obligations under this Agreement, all
such personal liability and individual liability, if any, being hereby waived by
                                       13
<PAGE>
Seller on its behalf and on behalf of all parties claiming by or through Seller.

         SECTION 21. DISCLOSURE. Buyer discloses to Seller that Michael R.
Blankenbaker, a principal of Buyer, is licensed real estate broker acting only
as an officer of Buyer and is buying for his company's own account.

         SECTION 22. ESCROW. The Escrow Agent hereby acknowledges receipt of the
Earnest Money and agrees to hold the same in escrow until the closing or sooner
termination of this Agreement and shall pay over and apply the proceeds thereof
in accordance with the terms of this Agreement. If, for any reason, the closing
does not occur and either party makes a written demand upon the Escrow Agent for
payment of the Earnest Money, the Escrow Agent shall give written notice to the
other party of such demand. If the Escrow Agent does not receive a written
objection from the other party to the proposed payment within five (5) business
days after the giving of such notice, the Escrow Agent is hereby authorized to
make such payment. If the Escrow Agent does receive such written objection
within such five (5) day period, or if for any reason the Escrow Agent in good
faith shall elect not to make such payment, the Escrow Agent shall continue to
hold the Earnest Money until otherwise directed by written instructions from the
parties to this Agreement or until a final judgment (beyond any applicable
appeal period) by a Court of competent jurisdiction is rendered disposing of
such Earnest Money.

         The Escrow Agent shall be liable as a depository only and its
duties hereunder are limited to the safekeeping of the Earnest Money and the
delivery of same in accordance with the terms of this Agreement. The Escrow
Agent will not be liable for any act or omission done in good faith, or for any
claim, demand, loss or damage made or suffered by any party to this Agreement,
excepting such as may arise through or be caused by the Escrow Agent's
negligence or willful misconduct.

         IN WITNESS WHEREOF, this Agreement has been executed by the parties, or
by the duly authorized officer of the parties, on the day and year shown below.

BUYER:
Executed March 12, 2002
RESEARCH PROPERTIES, INC.

By: /s/ Michael R. Blankenbaker
    ---------------------------

SELLER:
Executed March 11, 2002
REALMARK- COUNTRYBROOK, LLC Realmark-Countrybrook Management, Inc.

By: /s/ Joseph M. Jayson
    ---------------------

RECEIPT OF ESCROW AGENT
The undersigned hereby acknowledges receipt of the Earnest Money provided for
herein, and that the same is being held as Escrow Agent pursuant to the terms of
the above Purchase Agreement.


By: ____________________
    As Escrow Agent

                                       14
<PAGE>
                                                                       3/22/2002
                         REAL ESTATE PURCHASE AGREEMENT
                              STONEGATE APARTMENTS


                  This purchase agreement ("Agreement" or "Contract"), made and
entered into by and between Realmark-Stonegate, LLC, a New York limited
liability company ("Seller") and Perdido Investors, LLC, an Alabama limited
liability company, ("Buyer").

                            RECITALS:

         A. Buyer desires to purchase from Seller, and Seller desires to sell to
Buyer, a certain parcel of real property and all of the improvements and
buildings situated thereon, and the hereditaments and appurtenances thereto (the
"Real Property"), consisting of an apartment complex known as Stonegate
Apartments, and all personal property, equipment, fixtures and intellectual
property (excluding, however, any use of the name "Realmark" or any related or
similar name, it being understood that only the right, title and interest of
Seller to the name of the apartment complex shall be transferred and excluding
computer equipment and software, provided that Buyer will be provided a correct
copy of all data, reports, etc. contained on Seller's software and Seller's
records, owned by Seller,)utilized in the operation or management of the
apartment complex, and located at said apartment complex (collectively the
"Personal Property"). The Real Property together with the Personal Property
applicable to the apartment complex will be herein referred to as the
"Property".

         B. Attached hereto and made a part hereof is the legal description of
the Real Property, marked with the name of the apartment complex and attached as
Exhibit A. A detailed list of the Personal Property is attached to this
Agreement as Exhibit B. Any subsequent amendment to either Exhibit A or Exhibit
B, or to any other Exhibit to this Agreement, is to be considered an integral
part of this Agreement.

         FOR AND IN CONSIDERATION of the mutual promises, covenants and
agreements, hereinafter set forth, the Parties agree as follows:

         SECTION 1.  PURCHASE PRICE.

                  (a) The purchase price to be paid Seller for the Property is
$5,650,000.00 ("Purchase Price") to be paid in the following manner:

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                          <C>
                           Earnest Money at signing of
                           Purchase Agreement                                $    25,000.00

                           Additional Earnest Money after
                           expiration of Due Diligence Period                $    50,000.00

                           Cash at closing (subject to
                           prorations and allocations per Section 5)         $ 5,575,000.00
                                                                             --------------
                                                     Total                   $ 5,650,000.00
                                                                             ==============
</TABLE>
and payable by Buyer on closing of title and delivery of the Deed ("Closing") in
immediately available good, federal funds.

                  (b) All existing debt, liens, impositions and similar
encumbrances affecting the Real Property will be discharged or, if annual liens,
prorated in accordance with Section 5 and paid at the Closing.

                  (c) The Earnest Money in the amount stated in Section 1 (a)
above will be deposited with a nationally recognized title company selected by
Buyer (the "Title Company"), as Escrow Agent (the "Escrow Agent"), within two
(2) days from the date of Seller's execution of this Agreement. Absent any
contrary provision of this Agreement, the total Earnest Money in the amount of
$75,000.00 will remain on deposit with the Escrow Agent until the Closing of the
Property or cancellation of escrow. If the Earnest Money deposit is not made by
the date or dates as herein above set forth, Seller may terminate this
Agreement. Interest on the Earnest Money shall follow the principal sum on any
payment or refund. Upon any permitted termination of this Agreement by Buyer,
including but not limited to the failure of the conditions precedent set out in
Section 7, the Earnest Money shall be returned to Buyer upon demand, and in
compliance with all other terms and provisions of this Agreement.

         SECTION 2.  PLACE AND TIME OF CLOSING.

                  (a) Subject to the conditions precedent set forth herein
having been met or waived, the Closing will take place on or before thirty (30)
days after Buyer obtains its financing commitment per Section 3(b) below, unless
extended as otherwise set forth in this Agreement, time being of the essence. As
used herein the term "Closing" will mean the meeting of the parties at which
delivery of the Deed and payment of the Purchase Price as called for in Section
1 occurs for the Property.

                  (b) This Agreement, as an offer to purchase when signed by
Buyer, shall automatically terminate if not accepted in final form by Seller by
5 P.M., Eastern Standard Time, within five (5) business days from the date on
which Buyer executed this Agreement as indicated below.

                                       2
<PAGE>
         SECTION 3.  PURCHASER'S CONTINGENCIES.

         (a) Due Diligence. Buyer, or its designees, will have a period of
twenty (20) days after Seller's execution of this Agreement (the "Due Diligence
Period"), to enter the Property to make inspections, engineering tests, surveys,
and other such tests, examinations and inspections as Buyer may desire as long
as such tests, examinations, etc., do not unreasonably interfere with the
operations or any current use of the Property. All entry upon the Property and
any and all contact with on site employees of Seller by Buyer shall be upon
prior notice to Seller and, at Seller's option, accompanied by an agent of
Seller.

         Buyer shall order all of its third party reports including
environmental, survey, title, mechanical, roofing, and appraisal within the
first 20 days of its due diligence period. Buyer shall have a period of 45 days
after execution of this Agreement to obtain its third party reports and to make
any objections to Seller. If no objection is made within said 45-day period,
said reports shall be deemed approved and Buyer's due diligence shall be deemed
to have expired.

         Notwithstanding the foregoing, if Buyer has obtained a mortgage
commitment satisfactory to Buyer within 45 days after execution this Agreement
conditioned upon a satisfactory appraisal and said appraisal has not been
obtained within said 45 days, then and in that event Buyer shall have an
additional 15 days to obtain an appraisal satisfactory to Buyer and Buyer's
lender. If said appraisal is not obtained within said additional 15 days, absent
further agreement, then either party may terminate this Agreement, the Deposit
shall be returned to Buyer and neither party shall have any further liability.

         If the Closing of the Property does not occur, Buyer will make such
repairs as necessary to leave the Property in the same condition as prior to
entry by Buyer.

                  (i) During the Due Diligence Period, Buyer may inspect the
Property. At the signing of this Agreement or within two (2) days thereafter,
Seller shall provide or make available at designated locations, those
operational and information items which relate to the Property as follows:

                  1.       Current Rent Roll - (Dated within 30 days of
                           execution)

                  2.       Expense Statements for the last two (2) calendar
                           years

                  3.       Expense Statement for the current calendar year to
                           date (as of the end of the month previous to
                           execution)

                  4.       Copy of current ad valorem tax bills and a condensed
                           list of utility bills for the Property, for the last
                           full calendar year if in Seller's possession

                  5.       As-built survey, if in Seller's possession

                                       3
<PAGE>
                  6.       Copies of all third-party contracts (e.g., termite,
                           landscape, pool maintenance, etc.) in effect or which
                           will be in effect at or after the closing date

                  7.       Copy of the latest insurance declaration covering the
                           Property (the same may be within a master policy)

                  8.       Make available originals or copies of all tenant
                           leases for the Property in connection with each
                           apartment unit.

                  9.       A list of all equipment leases and/or any financing
                           documents for personal property, equipment, etc.,
                           affecting the apartment complex

                  10.      A copy of any termite report and/or written claims
                           with respect to termite infestation.

All of the foregoing will either be at the Property location or submitted to
Buyer by Seller within two (2) days after execution of this Agreement by both
parties.

All Due Diligence materials must be maintained by Buyer or its attorneys or
agents on a confidential basis and returned to Seller if Buyer terminates this
Agreement. Buyer agrees that it will not use the Due Diligence materials for any
purpose other than to determine whether to acquire the Property and agrees that
it will not make contact with Seller's tenants unless closing occurs. In
addition, Buyer agrees that it will under no circumstances make any offer, or
use the Due Diligence materials, to acquire the interest of any partner(s) of
the selling entities or the current fee owner or its affiliates for a period of
two (2) years after the date of this Contract. Buyer and/or its agents will not,
under any circumstances, disclose to any of Seller's employees that it is
contemplating acquisition of the Property without Seller's written consent prior
to closing. All reports desired by Buyer during its Due Diligence Period shall
be ordered by Buyer at Buyer's expense, but Buyer agrees that it will supply
copies to Seller of each and every report it receives immediately upon their
completion and availability to Buyer.

                  (ii) During the Due Diligence Period, Buyer will conduct a
review of the economics and feasibility of acquiring and operating the Property,
including any inspection of all zoning and other government permits and
regulations and all other matters and documents relating to the operation of the
Property, including the items supplied by Seller under Section 3(a) hereof.

                  (iii) After Seller provides all required documents to the
Buyer, Buyer agrees to accept or reject the Property and all documents prior to
the end of the Due Diligence Period. If Buyer does not cancel this Contract
during the Due Diligence Period, Buyer shall be deemed to have accepted the
Property and it will close on the Property in accordance with this Contract,
except for cancellation in accordance with the specific provisions of this
Contract.
                                       4
<PAGE>
         (b) Financing. This Agreement is contingent upon Buyer obtaining a
mortgage commitment reasonably satisfactory to Buyer within forty-five (45) days
after execution of this Agreement. Buyer shall apply within fifteen (15) days of
execution hereof for such commitment and shall pursue same with good faith and
due diligence. If Buyer is unable to obtain such commitment with the time period
set forth above, either party may thereupon terminate this Agreement and the
Earnest Money shall be returned to Buyer.

         SECTION 4.  DEED AND TITLE.

                  (a) Seller shall deliver to Buyer at Closing, a special or
limited warranty deed (or bargain and sale deed, where appropriate) ("Deed") in
a form reasonably acceptable to Buyer, conveying good and marketable fee simple
title to the Real Property, subject only to such easements, restrictions of
record and title exceptions set forth in the commitment for title insurance
specifically approved by Buyer, and taxes not delinquent. In addition, Seller
shall convey title to the Personal Property to Buyer, free and clear of all
liens and encumbrances (except those disclosed and deemed approved during due
diligence; e.g., equipment leases or personal property financing documents), by
the execution and delivery at Closing of a Bill of Sale in form and substance
reasonably satisfactory to Buyer, without warranty, except as to Seller's title.

                  (b) Seller agrees to provide a copy of its most recent
existing title insurance policy or title insurance commitment to Buyer. Buyer
shall then obtain an ALTA Form B Title Insurance Commitment (the "Title
Commitment"), within fifteen (15) days of the date of execution of this Contract
by both parties, issued by a title insurance company selected by Buyer,
committing to insure fee simple title to the Property in the amount of the
Purchase Price for such Property in Buyer's name, with all standard exceptions
removed (except for the rights of tenants under unrecorded leases and/or except
for standard exceptions normally not removed pursuant to local custom with
respect to the Real Property), and containing no other exceptions not
specifically approved by Buyer. Buyer will provide a copy of said title
commitment to Seller within 5 days after same is completed, but no later than 20
days after signing this Agreement. Buyer shall have ten (10) days after receipt
to examine the Title Commitment and inform Seller of Buyer's objection to any
exception contained in or title defect revealed by the Title Commitment.

                  (c) If Buyer's examination of the Title Commitment reveals
that the Title Commitment for the Real Property contains objectionable
exceptions or that the title to the Real Property is defective and thereafter,
the issuing title insurance company refuses to delete the objectionable
exceptions or the defects cannot be cured within a reasonable period of time
after written notice by Buyer, specifically pointing out the objection/defects,
then Buyer may elect to terminate this Agreement upon written notice to Seller.
Notwithstanding the foregoing, however, in order to terminate the Contract, an
objectionable exception or defect must be one which renders title unmarketable
and uninsurable because of such specified objection or defect, or the specified
objection or defect shall be materially inconsistent with the present use of the
Property as an apartment complex.
                                       5
<PAGE>
                  (d) Seller will pay for preparation of the Deed for the Real
Property, and for State and local transfer taxes, if any. Seller shall also be
responsible for all prepayment penalties with respect to the existing loan on
the Property.

                  (e) Buyer will pay for any title insurance commitment, title
insurance premiums, and for any updated survey of the Property and the recording
of the Deed for the Property.

                  (f) Seller and Buyer will each pay their own attorney's fees.

         SECTION 5.  PRORATIONS AND ALLOCATIONS.

                  (a) Collected rents, real estate taxes, laundry income,
service contracts, equipment leases or other personal property financing,
utility deposits, insurance and other expenses whether or not a lien, assessed
or to be assessed for the tax year in which the transaction is consummated will
be prorated as to the Property as of the date of the Closing.

                  (b) Security deposits held by Seller or paid by any lessees at
the Property will be transferred to Buyer in full at Closing, including any
interest earned thereon and payable to the Tenant under State law.

                  (c) Seller and Buyer will enter into a post closing adjustment
agreement at closing to adjust post closing rents collected and other adjustment
items.

         SECTION 6. CONDEMNATION OR CASUALTY. Seller agrees to give Purchaser
prompt written notice of any fire or other casualty occurring to all or any
portion of the improvements at the Real Property and/or Personalty between the
date hereof and the date of closing. If prior to the closing, there shall occur:

                  (i) damage to the improvements at the Property caused by fire
or other casualty which would cost 5% of the Purchase Price of the Property or
more to repair based on the estimate of a reputable third party contractor
chosen by Seller; or

                  (ii) the taking or condemnation of all or any portion of the
Real Property and/or the improvements as aforesaid as would materially interfere
with the use thereof; then, if any of such events set forth in (i) or (ii) above
occurs, Buyer or Seller, at its option, may terminate its obligations under this
Agreement by written notice given to the other within seven (7) days after Buyer
has received the notice referred to above or at the closing, whichever is
earlier. If Buyer or Seller does not elect to terminate its obligations as
aforesaid, the closing shall take place as provided herein without an abatement
of the purchase price (except that Buyer shall be allowed a credit for any
deductible under Seller's insurance) and there shall be assigned to the Buyer at
closing, all interest of the Seller in and to any insurance proceeds or
condemnation awards which may be payable to Seller on account of such
occurrence.
                                       6
<PAGE>
                  If, prior to the closing, there shall occur:

                  (i) damage to the Property caused by fire or other casualty
which would cost less than 5% of the Purchase Price of the Property based on the
estimate of a reputable third party contractor chosen by Seller to which Buyer
has no reasonable objection; or

                  (ii) the taking or condemnation of all or any portion of the
said Real Property and/or improvements as aforesaid which is not material to the
use, thereof; then, if any of such events set forth in (i) or (ii) above occurs,
Buyer shall have no right to terminate its obligations under this Agreement, but
there shall be assigned to Buyer at closing all interest of Seller in and to any
insurance proceeds or condemnation awards which may be payable to Seller on
account of any such occurrence, and in addition, Buyer shall be allowed a credit
for any deductible under Seller's insurance policy.

                  Seller shall be responsible for maintaining fire and extended
coverage insurance prior to closing as is currently in place.

         SECTION 7. CONDITIONS. The following shall be conditions precedent to
Buyer's obligations hereunder, unless specifically waived in whole or in part in
writing by Buyer:

                  (a) Litigation. There being no existing or pending claims,
lawsuits, or governmental proceedings, or appeals, which challenge Seller's
title to the Property.

                  (b) Title Insurance Policy. Title to the Property at Closing
being marketable or insurable (Buyer agrees to request that the title company
issuing the title commitment list any questions of marketability in the title
commitment) and/or in accordance with the provisions of Section 4 above, free
and clear of all liens and encumbrances. In addition, Buyer receiving assurances
at Closing from the title insurance company issuing the Title Commitment, that
after Closing, Buyer will be issued an ALTA Form B Title Insurance Policy, with
all standard exceptions removed, except as set forth in Section 4 above, and all
other exceptions validly objected to by Buyer deleted from such policy, insuring
fee simple marketable title to the Property or in accordance with Section 4
above, in the amount of the Purchase Price, in Buyer's name, free and clear of
all liens and encumbrances not otherwise specifically agreed to by Buyer prior
to Closing.

                  (c) Personal Property. Seller conveying title to the Personal
Property to Buyer at Closing free and clear of all liens and encumbrances
(except for equipment leases and personal property financing disclosed during
due diligence) by a Bill of Sale without warranties except as to title in form
and substance reasonably satisfactory to Buyer.

                  (d) Compliance With Representations and Warranties. Seller
will be in substantial compliance with all other representations and warranties
made herein in Section 8, or elsewhere in this Agreement, at Closing to the
reasonable satisfaction of Buyer.
                                       7

<PAGE>
                  (e) The condition of the Personal Property and Real Property
shall be in substantially the same condition at closing as they were at end of
the Buyer's Due Diligence Period.

         With respect to all of the foregoing, to the extent that they are
representations and warranties of Seller, they are made to the best of Seller's
knowledge and belief without independent investigation at this time.

         SECTION 8. SELLER'S WARRANTIES. The following representations and
warranties of Seller shall survive the Closing for a period of six (6) months.

                  (a) The legal description of the Property contained in the
recitals to this Agreement is substantially correct and will be confirmed by any
survey obtained by Buyer and/or confirmed by the title company.

                  (b) Seller has not received written notification that the
Property is not in compliance with any federal, state, county and municipal
laws, ordinances and regulations, including but not limited to all federal,
state, county and municipal environmental laws and regulations, applicable to or
affecting the Property, subject to Seller's right to cure as hereinabove stated.

                  (c) Seller will convey fee simple, marketable or insurable
title to the Property to Buyer at Closing and will convey title to the Personal
Property to Buyer at Closing by Bill of Sale, in form and substance reasonably
satisfactory to Buyer, free and clear of all liens and encumbrances.

                  (d) Seller will not interfere with Buyer's opportunity to hire
Seller's on-site employees who work at the Property, but Buyer will have no
obligation to hire any of those individuals. Buyer will make no efforts to hire
such employees until after all contingencies have been removed and no earlier
than 10 days before closing.

                  (e) Seller shall be responsible for (and Buyer shall not
assume the obligation of) all employee wages, benefits (including payments for
accrued bonuses, vacation or sick pay, unemployment compensation, employment
taxes, medical claims or similar payments), contributions under any benefit
programs or agreements, severance pay obligations and other related employee
costs arising as a result of any events, acts (or failures to act) prior to the
Closing Date with respect to the Property at which such persons are employed,
whether or not disclosed on the schedules to this Agreement.

                  (f) Seller retains all liability and responsibility for
fulfilling all federal and/or state COBRA and continuation of group health
insurance coverage requirements (pursuant to Section 4980B of the Code, sections
601-608 of ERISA, and any applicable state laws) with respect to Seller's
current or former employees (and their dependents). Buyer does not hereby and
will not at the Closing of the Property assume any obligation to provide medical
insurance coverage to persons that it employs because it acquires the Property.

                                       8
<PAGE>
                  (g) The physical condition of the Personal Property and Real
Property shall be maintained in substantially the same condition as they were at
the expiration of Buyer's due diligence period through the Closing Date.

                  (h) Seller has title to the property, or the right to acquire
same, has the authority to enter into this Agreement, is entering into this
Agreement with the knowledge of the current owner and has the authority to sign
all documents required to be signed to implement Seller's obligations under this
Agreement.

         SECTION 9.  NON-PERFORMANCE.

                  (a) If Seller fails to deliver the Deed or meet any of the
conditions hereof willfully, Buyer, at Buyer's sole option, may (i) terminate
this Agreement whereupon the Earnest Money shall be returned to Buyer on demand
or (ii) Buyer may bring an action for specific performance, and if Buyer
prevails, all reasonable costs and expenses of any such action shall be paid by
Seller as a reduction of the Purchase Price, or (iii) bring an action for
monetary damages. The foregoing shall be the sole and exclusive remedies of
Buyer. However, if Buyer elects to bring an action for monetary damages, they
shall be specifically limited, if proven, to an amount equal to the Earnest
Money on deposit as set forth hereinabove. Any damages resulting from a breach
of any warranty or representation either before or after Closing shall be
subject to the same limitation and aggregated with any damages for breach of
this Agreement as set forth above.

                  (b) If Buyer defaults at any time, Seller and Buyer agree that
it will be extremely difficult or impractical to fix Seller's actual damages.
Therefore, in such an event, the entire Earnest Money shall be delivered to
Seller as liquidated damages for loss of a bargain and not as a penalty. Buyer
will then be released from all liability to Seller related to this Agreement,
such liquidated damages being Seller's sole remedy.

         SECTION 10. BROKERS, AGENTS AND CONSULTANTS. Seller represents and
warrants to Buyer that no broker, consultant or agent is due a commission or fee
from the proceeds of the Closing, claiming by, through or under Seller except as
stated herein, and Seller hereby agrees to indemnify and hold harmless Buyer
from the claims of any agent, consultant or broker for the payment of any such
commission or commissions.

         Buyer represents and warrants to Seller that no other broker,
consultant or agent is due a commission or fee from the proceeds of the Closing
claiming by, through or under Buyer, and hereby agrees to indemnify and hold
harmless Seller and the Property from the claims of any other agent, consultant
or broker for the payment of any commission, finder's fee or other compensation.

                                       9
<PAGE>
         SECTION 11.  LEASES.

                  (a) Seller agrees that prior to the Closing it will not enter
into any long term commercial leases or service agreements without the prior
written consent of Buyer which will not be unreasonably withheld or delayed.
This provision shall not be applicable until after the expiration of Buyer's Due
Diligence Period.

                  (b) Seller shall assign the existing tenant leases to Buyer at
Closing along with all service contracts and other agreements affecting the
Property. Buyer shall execute an assumption agreement or other agreements with
respect to all tenant leases and service contracts or other agreements from and
after the date of closing.

         SECTION 12. INSURANCE. Seller will cancel its insurance coverage on the
Property effective at Closing of the Property, and Buyer will place new
insurance coverage on the Property effective on the same date.

         SECTION 13. ASSIGNMENT. Buyer shall not have the right to assign this
Agreement, in whole or in part, to any party with whom it is not affiliated
without the express written consent of Seller. Upon any such assignment approved
by Seller, the assignee shall assume the obligations of Buyer. Seller's consent
pursuant to this section shall be in its sole discretion and shall include
approval of all proposed assignment documents. In accordance with the foregoing,
the Buyer shall have the right to assign to an entity with which the Buyer is
affiliated provided the Buyer herein remains liable for performance of this
Contract.

         SECTION 14. ENTIRE AGREEMENT. All prior understandings and agreements
of the parties are merged herein, and this Agreement reflects the entire
understanding of the parties. This Agreement may not be changed or terminated
orally.

         SECTION 15. SUCCESSORS AND ASSIGNS. The terms of this Agreement shall
be binding upon and inure to the benefit of the parties hereto, their respective
legal representatives, successors and assigns.

         SECTION 16.  INDEMNIFICATIONS.

                  (a) SELLERS INDEMNITY. Seller shall indemnify, defend and hold
Buyer harmless from any claim, demand, loss, liability, damage, or expense
(including reasonable attorneys' fees) in connection with third-party claims for
injury or damage to personal property in connection with the ownership or
operation of the Property prior to Closing. These indemnification obligations of
Seller shall be repeated at and shall survive the Closing.

                  (b) BUYERS INDEMNITY. Buyer shall indemnify, defend and hold
Seller harmless from any claim, demand, loss, liability, damage, or expense
(including reasonable attorneys' fees), due to Buyers operation of the Property

                                       10
<PAGE>
from and after Closing. The indemnification obligations of Buyer shall be
repeated at and shall survive the Closing.

         SECTION 17. NOTICES. All notices required or permitted hereby shall be
in writing and delivered either in person or sent electronically, and by
national overnight express carrier. Notices shall be deemed to have been given
when sent as follows:

         Buyer:                     Perdido Investors, LLC
                                    50 Midtown Park East
                                    Mobile, Alabama  36606
                                    Fax: 334-450-2794

         Seller:                    Realmark Property Investors Limited
                                      Partnership-VIA
                                    2350 North Forest Road
                                    Getzville, NY  14068
                                    Phone: (716) 636-9090
                                    Fax: (716) 636-0466

         Copy to:                   William H. Mattrey, Esq.
                                    Amigone, Sanchez, Mattrey & Marshall, LLP
                                    1300 Main Place Tower
                                    Buffalo, NY  14202
                                    (716) 852-1300
                                    (716) 852-1344

         SECTION 18. CONSTRUCTION. Time shall be construed to be of the essence.

         SECTION 19. GOVERNING LAW. This Agreement will be governed by and
construed according to Alabama law.

         SECTION 20. ESCROW. The Escrow Agent hereby acknowledges receipt of the
Earnest Money and agrees to hold the same in escrow until the closing or sooner
termination of this Agreement and shall pay over and apply the proceeds thereof
in accordance with the terms of this Agreement. If, for any reason, the closing
does not occur and either party makes a written demand upon the Escrow Agent for
payment of the Earnest Money, the Escrow Agent shall give written notice to the
other party of such demand. If the Escrow Agent does not receive a written
objection from the other party to the proposed payment within five (5) business
days after the giving of such notice, the Escrow Agent is hereby authorized to
make such payment. If the Escrow Agent does receive such written objection
within such five (5) day period, or if for any reason the Escrow Agent in good
faith shall elect not to make such payment, the Escrow Agent shall continue to
hold the Earnest Money until otherwise directed by written instructions from the
parties to this Agreement or until a final judgment (beyond any applicable
appeal period) by a Court of competent jurisdiction is rendered disposing of
such Earnest Money.

                                       11
<PAGE>
         The Escrow Agent shall be liable as a depository only and its
duties hereunder are limited to the safekeeping of the Earnest Money and the
delivery of same in accordance with the terms of this Agreement. The Escrow
Agent will not be liable for any act or omission done in good faith, or for any
claim, demand, loss or damage made or suffered by any party to this Agreement,
excepting such as may arise through or be caused by the Escrow Agent's
negligence or willful misconduct.

         In any action involving the parties, Buyer acknowledges that Escrow
Agent may represent Seller.

         IN WITNESS WHEREOF, this Agreement has been executed by the parties, or
by the duly authorized officer of the parties, on the day and year shown below.

BUYER:

Executed March 25, 2002
         --------

         Perdido Investors, LLC

By: /s/ Todd Martin
    ---------------


SELLER:

Executed March 26, 2002
         --------
Realmark - Stonegate LLC

By: /s/ Joseph M. Jayson
    --------------------



RECEIPT OF ESCROW AGENT

The undersigned hereby acknowledges receipt of the Earnest Money provided for
herein, and that the same is being held as Escrow Agent pursuant to the terms of
the above Purchase Agreement.

as Escrow Agent

By:
   ---------------------


                                       12
<PAGE>
                                                                          4/1/02
                         REAL ESTATE PURCHASE AGREEMENT
                             BEAVER CREEK APARTMENTS


                  This purchase agreement ("Agreement" or "Contract"), made and
entered into by and between Blaine Roberts or his nominee ("Buyer") and
Realmark-Beaver, LLC, a New York limited liability company, ("Seller").

                                    RECITALS:

         A. Buyer desires to purchase from Seller, and Seller desires to sell to
Buyer, a certain parcel of real property and all of the improvements and
buildings situated thereon, and the hereditaments and appurtenances thereto (the
"Real Property"), consisting of an apartment complex known as Beaver Creek
Apartments, and all personal property, equipment, fixtures and intellectual
property (excluding, however, any use of the name "Realmark" or any related or
similar name, it being understood that only the right, title and interest of
Seller to the name of the apartment complex shall be transferred and excluding
computer equipment and software), owned by Seller, utilized in the operation or
management of the apartment complex, and located at said apartment complex
(collectively the "Personal Property"). The Real Property together with the
Personal Property applicable to the apartment complex will be herein referred to
as the "Property".

         B. Attached hereto and made a part hereof is the legal description of
the Real Property, marked with the name of the apartment complex and attached as
Exhibit A. A detailed list of the Personal Property is attached to this
Agreement as Exhibit B. Any subsequent amendment to either Exhibit A or Exhibit
B, or to any other Exhibit to this Agreement, is to be considered an integral
part of this Agreement.

         FOR AND IN CONSIDERATION of the mutual promises, covenants and
agreements, hereinafter set forth, the Parties agree as follows:

         SECTION 1.  PURCHASE PRICE.

                  (a) The purchase price to be paid Seller for the Property is
$2,440,000.00 ("Purchase Price") to be paid in the following manner:


<PAGE>
<TABLE>
<CAPTION>
<S>                        <C>                                             <C>
                           Earnest Money at signing of
                           Purchase Agreement                              $   20,000.00

                           Additional Earnest Money after
                           expiration of Due Diligence Period              $   20,000.00

                           Cash at closing (subject to
                           prorations and allocations per
                           Section 5)                                      $2,400,000.00
                                                                           -------------
                                                     Total                 $2,440,000.00
                                                                           =============
</TABLE>
and payable by Buyer on closing of title and delivery of the Deed ("Closing") in
immediately available good, federal funds.

                  (b) All existing debt, liens, impositions and similar
encumbrances affecting the Real Property will be discharged or, if annual liens,
prorated in accordance with Section 5 and paid at the Closing.

                  (c) The Earnest Money in the amount stated in Section 1 (a)
above will be deposited with a nationally recognized title company selected by
Buyer (the "Title Company"), as Escrow Agent (the "Escrow Agent"), within two
(2) days from the date of Seller's execution of this Agreement. Absent any
contrary provision of this Agreement, the total Earnest Money in the amount of
$40,000.00 ill remain on deposit with the Escrow Agent until the Closing of the
Property or cancellation of escrow. If the Earnest Money deposit is not made by
the date or dates as herein above set forth, Seller may terminate this
Agreement. Interest on the Earnest Money shall follow the principal sum on any
payment or refund. Upon any permitted termination of this Agreement by Buyer,
including but not limited to the failure of the conditions precedent set out in
Section 7, the Earnest Money shall be returned to Buyer upon demand, and in
compliance with all other terms and provisions of this Agreement.

                  (d) Buyer and Seller agree to make a reasonable allocation of
the Purchase Price for the personalty and equipment being sold to Buyer
hereunder.

         SECTION 2.  PLACE AND TIME OF CLOSING.

                  (a) Subject to the conditions precedent set forth herein
having been met or waived, the Closing will take place on or before seventy-five
(75) days after execution of this Agreement by both parties, unless extended as
otherwise set forth in this Agreement, time being of the essence. As used herein
the term "Closing" will mean the meeting of the parties at which delivery of the
Deed and payment of the Purchase Price as called for in Section 1 occurs for the
Property.

                  (b) This Agreement, as an offer to purchase when signed by
Buyer, shall automatically terminate if not accepted in final form by Seller by
5 P.M., Eastern Standard Time, within five (5) business days from the date on
which Buyer executed this Agreement as indicated below.

                                       2
<PAGE>
         SECTION 3.  PURCHASER'S CONTINGENCIES.

         (a) Due Diligence. Buyer, or its designees, will have a period of
forty-five (45) days after Seller's execution of this Agreement (the "Due
Diligence Period"), to enter the Property to make inspections, engineering
tests, surveys, and other such tests, examinations and inspections as Buyer may
desire as long as such tests, examinations, etc., do not unreasonably interfere
with the operations or any current use of the Property. All entry upon the
Property and any and all contact with on site employees of Seller by Buyer shall
be upon prior notice to Seller and, at Seller's option, accompanied by an agent
of Seller.

         Buyer agrees to complete its own lease audit, financial inspection and
physical review within the first twenty (20) days of the Due Diligence Period.
All third party reports must be ordered within said first twenty (20) day
period. Buyer agrees to indicate its preliminary approval of the property within
said twenty (20) day period.

         If the Closing of the Property does not occur, Buyer will make such
repairs as necessary to leave the Property in the same condition as prior to
entry by Buyer.

                  (i) During the Due Diligence Period, Buyer may inspect the
Property. At the signing of this Agreement or within two (2) days thereafter,
Seller shall provide or make available at designated locations, those
operational and information items which relate to the Property as follows:

                  1.       Current Rent Roll - (Dated within 30 days of
                           execution)

                  2.       Expense Statements for the last two (2) calendar
                           years

                  3.       Expense Statement for the current calendar year to
                           date (as of the end of the month previous to
                           execution)

                  4.       Copy of current ad valorem tax bills and a condensed
                           list of utility bills for the Property, for the last
                           full calendar year if in Seller's possession

                  5.       As-built survey, if in Seller's possession

                  6.       Copies of all third-party contracts (e.g., termite,
                           landscape, pool maintenance, etc.) in effect or which
                           will be in effect at or after the closing date, as
                           well as all equipment leases or personal property
                           financing/lease agreements.

                  7.       Copy of the latest insurance declaration covering the
                           Property (the same may be within a master policy)

                                       3
<PAGE>
                  8.       Make available originals or copies of the first and
                           last page of all tenant leases for the Property in
                           connection with each apartment unit.

                  9.       Certificates of Occupancy within Seller's possession.

All of the foregoing will either be at the Property location or submitted to
Buyer by Seller within two (2) days after execution of this Agreement by both
parties.

All Due Diligence materials must be maintained by Buyer or its attorneys or
agents on a confidential basis and returned to Seller if Buyer terminates this
Agreement. Buyer agrees that it will not use the Due Diligence materials for any
purpose other than to determine whether to acquire the Property and agrees that
it will not make contact with Seller's tenants unless closing occurs. In
addition, Buyer agrees that it will under no circumstances make any offer, or
use the Due Diligence materials, to acquire the interest of any partner(s) of
the selling entities or the current fee owner or its affiliates for a period of
two (2) years after the date of this Contract. Buyer and/or its agents will not,
under any circumstances, disclose to any of Seller's employees that it is
contemplating acquisition of the Property without Seller's written consent prior
to closing. All reports desired by Buyer during its Due Diligence Period shall
be ordered by Buyer at Buyer's expense, but Buyer agrees that it will supply
copies to Seller of each and every report it receives immediately upon their
completion and availability to Buyer.

                  (ii) During the Due Diligence Period, Buyer will conduct a
review of the economics and feasibility of acquiring and operating the Property,
including any inspection of all zoning and other government permits and
regulations and all other matters and documents relating to the operation of the
Property, including the items supplied by Seller under Section 3(a) hereof.
Buyer agrees not to contact any of Seller's vendors and will not request any
governmental inspections of the property.

                  (iii) After Seller provides all required documents to the
Buyer, Buyer agrees to accept or reject the Property and all documents prior to
the end of the Due Diligence Period. If Buyer does not cancel this Contract
during the Due Diligence Period, Buyer shall be deemed to have accepted the
Property and it will close on the Property in accordance with this Contract,
except for cancellation in accordance with the specific provisions of this
Contract. If Buyer cancels this Contract before the expiration of Buyer's Due
Diligence Period, then and in that event, the Deposit shall be returned to Buyer
and neither party shall have any further liability.

         (b) This Agreement is contingent upon Buyer obtaining a mortgage
commitment reasonably satisfactory to Buyer within forty-five (45) days after
execution of this Agreement. Buyer shall apply promptly for such commitment and
shall pursue same with good faith and due diligence. If Buyer is unable to
obtain such commitment with the time period set forth above, either party may
thereupon terminate this Agreement and the Earnest Money shall be returned to
Buyer.

                                       4
<PAGE>
         SECTION 4.  DEED AND TITLE.

                  (a) Seller shall deliver to Buyer at Closing, a special or
limited warranty deed (or bargain and sale deed, where appropriate) ("Deed") in
a form reasonably acceptable to Buyer, conveying good and marketable fee simple
title to the Real Property, subject only to such easements, restrictions of
record and title exceptions set forth in the commitment for title insurance
specifically approved by Buyer, and taxes not delinquent. In addition, Seller
shall convey title to the Personal Property to Buyer, free and clear of all
liens and encumbrances (except those disclosed and deemed approved during due
diligence; e.g., equipment leases or personal property financing documents), by
the execution and delivery at Closing of a Bill of Sale in form and substance
reasonably satisfactory to Buyer, without warranty, except as to Seller's title.

                  (b) Seller agrees to provide a copy of its most recent
existing title insurance policy or title insurance commitment to Buyer. Buyer
shall then obtain an ALTA Form B Title Insurance Commitment (the "Title
Commitment"), within fifteen (15) days of the date of execution of this Contract
by both parties, issued by a title insurance company selected by Buyer,
committing to insure fee simple title to the Property in the amount of the
Purchase Price for such Property in Buyer's name, with all standard exceptions
removed (except for the rights of tenants under unrecorded leases and/or except
for standard exceptions normally not removed pursuant to local custom with
respect to the Real Property), and containing no other exceptions not
specifically approved by Buyer. Buyer will provide a copy of said title
commitment to Seller within 5 days after same is completed, but no later than 20
days after signing this Agreement. Buyer shall have ten (10) days after receipt
to examine the Title Commitment and inform Seller of Buyer's objection to any
exception contained in or title defect revealed by the Title Commitment.

                  (c) If Buyer's examination of the Title Commitment reveals
that the Title Commitment for the Real Property contains objectionable
exceptions or that the title to the Real Property is defective and thereafter,
the issuing title insurance company refuses to delete the objectionable
exceptions or the defects cannot be cured within a reasonable period of time
after written notice by Buyer, specifically pointing out the objection/defects,
then Buyer may elect to terminate this Agreement upon written notice to Seller.
Notwithstanding the foregoing, however, in order to terminate the Contract, an
objectionable exception or defect must be one which renders title unmarketable
and uninsurable because of such specified objection or defect, or the specified
objection or defect shall be materially inconsistent with the present use of the
Property as an apartment complex.

                  (d) Seller will pay for preparation of the Deed for the Real
Property, and for one-half (1/2) of State and local transfer taxes, if any.

                  (e) Buyer will pay for any title insurance commitment, title
insurance premiums, one-half (1/2) of State and local transfer taxes, for any
updated survey of the Property and the recording of the Deed for the Property.
                                       5
<PAGE>
                  (f) Seller and Buyer will each pay their own attorney's fees.

         SECTION 5.  PRORATIONS AND ALLOCATIONS.

                  (a) Collected rents, real estate taxes, laundry income,
service contracts, equipment leases or other personal property financing,
utility deposits, insurance and other expenses whether or not a lien, assessed
or to be assessed for the tax year in which the transaction is consummated will
be prorated as to the Property as of the date of the Closing. Seller and Buyer
agree to enter into a post closing adjustment agreement relative to all
adjustments and uncollected rent.

                  (b) Security deposits held by Seller or paid by any lessees at
the Property will be transferred to Buyer in full at Closing, including any
interest earned thereon and payable to the Tenant under State law.

                  (c) Real estate taxes will be adjusted on the basis of the
fiscal year for school taxes and on the basis of the calendar year for local and
county taxes.

                  (d) Seller agrees to allow a repair credit to Buyer for
$120,000 at closing in order to allow for deferred maintenance at the property.

         SECTION 6. CONDEMNATION OR CASUALTY. Seller agrees to give Purchaser
prompt written notice of any fire or other casualty occurring to all or any
portion of the improvements at the Real Property and/or Personalty between the
date hereof and the date of closing. If prior to the closing, there shall occur:

                  (i) damage to the improvements at the Property caused by fire
or other casualty which would cost 5% of the Purchase Price of the Property or
more to repair based on the estimate of a reputable third party contractor
chosen by Seller; or

                  (ii) the taking or condemnation of all or any portion of the
Real Property and/or the improvements as aforesaid as would materially interfere
with the use thereof; then, if any of such events set forth in (i) or (ii) above
occurs, Buyer or Seller, at its option, may terminate its obligations under this
Agreement by written notice given to the other within seven (7) days after Buyer
has received the notice referred to above or at the closing, whichever is
earlier. If Buyer or Seller does not elect to terminate its obligations as
aforesaid, the closing shall take place as provided herein without an abatement
of the purchase price (except that Buyer shall be allowed a credit for any
deductible under Seller's insurance) and there shall be assigned to the Buyer at
closing, all interest of the Seller in and to any insurance proceeds or
condemnation awards which may be payable to Seller on account of such
occurrence.

                  If, prior to the closing, there shall occur:

                                       6
<PAGE>
                  (i) damage to the Property caused by fire or other casualty
which would cost less than 5% of the Purchase Price of the Property based on the
estimate of a reputable third party contractor chosen by Seller to which Buyer
has no reasonable objection; or

                  (ii) the taking or condemnation of all or any portion of the
said Real Property and/or improvements as aforesaid which is not material to the
use, thereof; then, if any of such events set forth in (i) or (ii) above occurs,
Buyer shall have no right to terminate its obligations under this Agreement, but
there shall be assigned to Buyer at closing all interest of Seller in and to any
insurance proceeds or condemnation awards which may be payable to Seller on
account of any such occurrence, and in addition, Buyer shall be allowed a credit
for any deductible under Seller's insurance policy.

                  Seller shall be responsible for maintaining fire and extended
coverage insurance prior to closing as is currently in place.

         SECTION 7. CONDITIONS. The following shall be conditions precedent to
Buyer's obligations hereunder, unless specifically waived in whole or in part in
writing by Buyer:

                  (a) Litigation. There being no existing or pending claims,
lawsuits, or governmental proceedings, or appeals, which challenge Seller's
title to the Property.

                  (b) Title Insurance Policy. Title to the Property at Closing
being marketable or insurable (Buyer agrees to request that the title company
issuing the title commitment list any questions of marketability in the title
commitment) and/or in accordance with the provisions of Section 4 above, free
and clear of all liens and encumbrances. In addition, Buyer receiving assurances
at Closing from the title insurance company issuing the Title Commitment, that
after Closing, Buyer will be issued an ALTA Form B Title Insurance Policy, with
all standard exceptions removed, except as set forth in Section 4 above, and all
other exceptions validly objected to by Buyer deleted from such policy, insuring
fee simple marketable title to the Property or in accordance with Section 4
above, in the amount of the Purchase Price, in Buyer's name, free and clear of
all liens and encumbrances not otherwise specifically agreed to by Buyer prior
to Closing.

                  (c) Personal Property. Seller conveying title to the Personal
Property to Buyer at Closing free and clear of all liens and encumbrances
(except for equipment leases and personal property financing disclosed during
due diligence) by a Bill of Sale without warranties except as to title in form
and substance reasonably satisfactory to Buyer.

                  (d) Compliance With Representations and Warranties. Seller
will be in substantial compliance with all other representations and warranties
made herein in Section 8, or elsewhere in this Agreement, at Closing to the
reasonable satisfaction of Buyer.

                  (e) The condition of the Personal Property and Real Property
shall be in substantially the same condition at closing as they were at end of
the Buyer's Due Diligence Period.
                                       7
<PAGE>
         With respect to all of the foregoing, to the extent that they are
representations and warranties of Seller, they are made to the best of Seller's
knowledge and belief without independent investigation at this time.

         SECTION 8. SELLER'S WARRANTIES. The following representations and
warranties of Seller shall survive the Closing for a period of three (3) months.

                  (a) The legal description of the Property contained in the
recitals to this Agreement is substantially correct and will be confirmed by any
survey obtained by Buyer and/or confirmed by the title company.

                  (b) To Seller's best knowledge and belief, Seller has not
received written notification that the Property is not in compliance with any
federal, state, county and municipal laws, ordinances and regulations, including
but not limited to all federal, state, county and municipal environmental laws
and regulations, applicable to or affecting the Property, subject to Seller's
right to cure as hereinabove stated.

                  (c) Seller will convey fee simple, marketable or insurable
title to the Property to Buyer at Closing and will convey title to the Personal
Property to Buyer at Closing by Bill of Sale, in form and substance reasonably
satisfactory to Buyer, free and clear of all liens and encumbrances.

                  (d) Seller will not interfere with Buyer's opportunity to hire
Seller's on-site employees who work at the Property, but Buyer will have no
obligation to hire any of those individuals. Buyer will make no efforts to hire
such employees until after all contingencies have been removed and no earlier
than 10 days before closing.

                  (e) Seller shall be responsible for (and Buyer shall not
assume the obligation of) all employee wages, benefits (including payments for
accrued bonuses, vacation or sick pay, unemployment compensation, employment
taxes, medical claims or similar payments), contributions under any benefit
programs or agreements, severance pay obligations and other related employee
costs arising as a result of any events, acts (or failures to act) prior to the
Closing Date with respect to the Property at which such persons are employed,
whether or not disclosed on the schedules to this Agreement.

                  (f) Seller retains all liability and responsibility for
fulfilling all federal and/or state COBRA and continuation of group health
insurance coverage requirements (pursuant to Section 4980B of the Code, sections
601-608 of ERISA, and any applicable state laws) with respect to Seller's
current or former employees (and their dependents). Buyer does not hereby and
will not at the Closing of the Property assume any obligation to provide medical
insurance coverage to persons that it employs because it acquires the Property.
                                       8
<PAGE>
                  (g) The physical condition of the Personal Property and Real
Property shall be maintained in substantially the same condition as they were at
the expiration of Buyer's due diligence period through the Closing Date.

                  (h) Seller has title to the property, or the right to acquire
same, has the authority to enter into this Agreement, is entering into this
Agreement with the knowledge of the current owner and has the authority to sign
all documents required to be signed to implement Seller's obligations under this
Agreement.

         SECTION 9.  NON-PERFORMANCE.

                  (a) If Seller fails to deliver the Deed or meet any of the
conditions hereof willfully, Buyer, at Buyer's sole option, may (i) terminate
this Agreement whereupon the Earnest Money shall be returned to Buyer on demand
or (ii) Buyer may bring an action for specific performance, and if Buyer
prevails, all reasonable costs and expenses of any such action shall be paid by
Seller as a reduction of the Purchase Price, or (iii) bring an action for
monetary damages. The foregoing shall be the sole and exclusive remedies of
Buyer. However, if Buyer elects to bring an action for monetary damages, they
shall be specifically limited, if proven, to an amount equal to the Earnest
Money on deposit as set forth hereinabove, plus any out of pocket third party
expenses incurred in connection with Buyer's Due Diligence (said third party
expenses not to exceed, however, the sum of $20,000). Any damages resulting from
a breach of any warranty or representation either before or after Closing shall
be subject to the same limitation and aggregated with any damages for breach of
this Agreement as set forth above.

                  (b) If Buyer defaults at any time, Seller and Buyer agree that
it will be extremely difficult or impractical to fix Seller's actual damages.
Therefore, in such an event, the entire Earnest Money shall be delivered to
Seller as liquidated damages for loss of a bargain and not as a penalty. Buyer
will then be released from all liability to Seller related to this Agreement,
such liquidated damages being Seller's sole remedy.

         SECTION 10. BROKERS, AGENTS AND CONSULTANTS. Seller represents and
warrants to Buyer that no broker, consultant or agent is due a commission or fee
from the proceeds of the Closing, claiming by, through or under Seller except as
stated herein, and Seller hereby agrees to indemnify and hold harmless Buyer
from the claims of any agent, consultant or broker for the payment of any such
commission or commissions.

         Buyer represents and warrants to Seller that no other broker,
consultant or agent is due a commission or fee from the proceeds of the Closing
claiming by, through or under Buyer, and hereby agrees to indemnify and hold
harmless Seller and the Property from the claims of any other agent, consultant
or broker for the payment of any commission, finder's fee or other compensation.

                                       9
<PAGE>
         SECTION 11.  LEASES.

                  (a) Seller agrees that prior to the Closing it will not enter
into any long term commercial leases or service agreements without the prior
written consent of Buyer which will not be unreasonably withheld or delayed.
This provision shall not be applicable until after the expiration of Buyer's Due
Diligence Period, however Seller will supply a copy of any such agreements
entered into during Due Diligence immediately to Buyer. Seller will enter into
Leases with Tenants of the apartments or renewals or extensions thereof on its
standard lease agreement and at current rents and terms through closing.

                  (b) Seller shall assign the existing tenant leases to Buyer at
Closing along with all service contracts and other agreements affecting the
Property. Buyer shall execute an assumption agreement or other agreements with
respect to all tenant leases and service contracts or other agreements from and
after the date of closing.

         SECTION 12. INSURANCE. Seller will cancel its insurance coverage on the
Property effective at Closing of the Property, and Buyer will place new
insurance coverage on the Property effective on the same date.

         SECTION 13. ASSIGNMENT. Buyer shall not have the right to assign this
Agreement, in whole or in part, to any party with whom it is not affiliated
without the express written consent of Seller. Upon any such assignment approved
by Seller, the assignee shall assume the obligations of Buyer. Seller's consent
pursuant to this section shall be in its sole discretion and shall include
approval of all proposed assignment documents. In accordance with the foregoing,
the Buyer shall have the right to assign to an entity with which the Buyer is
affiliated provided the Buyer herein remains liable for performance of this
Contract.

         SECTION 14. ENTIRE AGREEMENT. All prior understandings and agreements
of the parties are merged herein, and this Agreement reflects the entire
understanding of the parties. This Agreement may not be changed or terminated
orally.

         SECTION 15. SUCCESSORS AND ASSIGNS. The terms of this Agreement shall
be binding upon and inure to the benefit of the parties hereto, their respective
legal representatives, successors and assigns.

         SECTION 16.  INDEMNIFICATIONS.

                  (a) SELLERS INDEMNITY. Seller shall indemnify, defend and hold
Buyer harmless from any claim, demand, loss, liability, damage, or expense
(including reasonable attorneys' fees) in connection with third-party claims for
injury or damage to personal property in connection with the ownership or
operation of the Property prior to Closing. These indemnification obligations of
Seller shall be repeated at and shall survive the Closing.

                                       10
<PAGE>
                  (b) BUYERS INDEMNITY. Buyer shall indemnify, defend and hold
Seller harmless from any claim, demand, loss, liability, damage, or expense
(including reasonable attorneys' fees), due to Buyers operation of the Property
from and after Closing. The indemnification obligations of Buyer shall be
repeated at and shall survive the Closing.

         SECTION 17. NOTICES. All notices required or permitted hereby shall be
in writing and delivered either in person or sent electronically, and by
national overnight express carrier. Notices shall be deemed to have been given
when sent as follows:

         Buyer:                     Blaine A. Roberts or his nominee
                                    993 Second Street
                                    Beaver, PA  15009
                                    Fax: 954-454-5121

         Copy To:                   Marty Gefsky, Esq.
                                    Papernick & Gefsky
                                    Northern Pike Pavilion
                                    Monroeville, PA 15146
                                    Fax: 412-372-2630

         Seller:                    Realmark-Beaver, LLC
                                    2350 North Forest Road
                                    Getzville, NY  14068
                                    Fax:  716-636-0466

         Copy to:                   William H. Mattrey, Esq.
                                    Amigone, Sanchez, Mattrey & Marshall, LLP
                                    1300 Main Place Tower Buffalo, NY 14202 Fax:
                                    716-852-1344

         SECTION 18. CONSTRUCTION. Time shall be construed to be of the essence.

         SECTION 19. GOVERNING LAW. This Agreement will be governed by and
construed according to Pennsylvania law.

         SECTION 20. ESCROW. The Escrow Agent hereby acknowledges receipt of the
Earnest Money and agrees to hold the same in escrow until the closing or sooner
termination of this Agreement and shall pay over and apply the proceeds thereof
in accordance with the terms of this Agreement. If, for any reason, the closing
does not occur and either party makes a written demand upon the Escrow Agent for
payment of the Earnest Money, the Escrow Agent shall give written notice to the
other party of such demand. If the Escrow Agent does not receive a written
objection from the other party to the proposed payment within five (5) business
days after the giving of such notice, the Escrow Agent is hereby authorized to
                                       11
<PAGE>
make such payment. If the Escrow Agent does receive such written objection
within such five (5) day period, or if for any reason the Escrow Agent in good
faith shall elect not to make such payment, the Escrow Agent shall continue to
hold the Earnest Money until otherwise directed by written instructions from the
parties to this Agreement or until a final judgment (beyond any applicable
appeal period) by a Court of competent jurisdiction is rendered disposing of
such Earnest Money.

                  The Escrow Agent shall be liable as a depository only and its
duties hereunder are limited to the safekeeping of the Earnest Money and the
delivery of same in accordance with the terms of this Agreement. The Escrow
Agent will not be liable for any act or omission done in good faith, or for any
claim, demand, loss or damage made or suffered by any party to this Agreement,
excepting such as may arise through or be caused by the Escrow Agent's
negligence or willful misconduct.

         In any action involving the parties, Buyer acknowledges that Escrow
Agent may represent Seller.

         IN WITNESS WHEREOF, this Agreement has been executed by the parties, or
by the duly authorized officer of the parties, on the day and year shown below.

BUYER:

Executed April 2, 2002
         -------


By: /s/ Blaine A. Roberts
    ---------------------

SELLER:

Executed April 2, 2002
         -------
Realmark-Beaver, LLC
By: Realmark-Beaver Management, Inc.

By: /s/ Joseph M. Jayson
    --------------------

RECEIPT OF ESCROW AGENT
The undersigned hereby acknowledges receipt of the Earnest Money provided for
herein, and that the same is being held as Escrow Agent pursuant to the terms of
the above Purchase Agreement.

as Escrow Agent

By:
   --------------------

                                       12

</TEXT>
</DOCUMENT>
