EXHIBIT 10(B)

                                                                         3/18/02
                         REAL ESTATE PURCHASE AGREEMENT
                             CAMELOT EAST APARTMENTS


                  This purchase agreement ("Agreement" or "Contract"), made and
entered into by and between Realmark - Camelot, L.L.C., 2350 North Forest Road,
Getzville, NY 14068 ("Seller") and Underhill Associates, on behalf of an entity
to be named, 416 W. Mohammed Ali Boulevard, Louisville, KY 40202 ("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 containing 204 residential
apartment units known as Camelot East 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
$6,800,000.00 ("Purchase Price") to be paid in the following manner:

<PAGE>
<TABLE>
<CAPTION>
<S>                        <C>                                                          <C>
                           Earnest Money at signing of
                           Purchase Agreement                                           $   50,000.00

                           Earnest Money after expiration
                           of due diligence and financing
                           contingency                                                     100,000.00

                           Cash at closing (subject to prorations and
                           allocations per Section 5), and by assumption of
                           Seller's existing first mortgage
                           balance at closing                                           $6,650,000.00

                                            Total                                       $6,800,000.00
</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 in the amount stated in Section 1 (a)
above will be deposited with 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 $150,000.00 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 30 days
after expiration of due diligence and finance contingency, whichever is later,
or such additional time as may be required by Buyer's lender, not to exceed
thirty (30) additional days, 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.

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                  (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.  ENTRY ON THE PROPERTY/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. 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). Notwithstanding the foregoing,
Buyer agrees to complete its own Lease review, physical inspection, and
financial analysis within the first fifteen (15) days of Buyer's Due Diligence.
Buyer agrees to notify Seller as to whether its preliminary review of the above
is satisfactory within said 15 days. In addition, Buyer agrees to order of all
its third party reports including environmental, engineering, or other physical
reports within said first fifteen (15) days of Buyer's Due Diligence.

         If the Closing of the Property does not occur, Buyer shall restore the
Property 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 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. 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. All third party 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.

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                  (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

                  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 the first and
                           last page 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 the closing documents for the current
                           mortgage to be assumed.

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.

                  (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) Buyer may decide in its sole discretion at any time
prior to the expiration of said 45-day Due Diligence Period to cancel this
Contract for any reason or for no reason by sending written notice to Seller
prior to said 45-day expiration at which time all deposits shall be returned to

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Buyer and neither party shall have further liability. 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.

                  (b) Financing. Buyer agrees to apply for approval of the
assumption by Buyer of Seller's existing first Mortgage held by First Union
Bank, with the approximate current balance of $4,712,000.00, bearing interest at
the rate of 7.4% and due and payable in full May 11, 2006. 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, 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 make a complete application for such approval in good faith within
seven (7) 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 be
responsible for all expenses incurred in obtaining such approval and for any
transfer fees payable to said holder. 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.

         SECTION 4.  DEED AND TITLE.

                  (a) Seller shall deliver to Buyer at Closing, a Bargain and
Sale Deed, Special Warranty Deed or a Covenant Deed ("Deed") in a form
reasonably acceptable to Buyer, conveying good and marketable fee simple title
to the Real Property, subject only to the existing first mortgage, 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

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<PAGE>
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 also intends 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 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.

                  (d) Seller will pay for preparation of the Deed for the Real
Property, for State and local transfer taxes.

                  (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.

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

         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 for all escrows held by the
existing first mortgage holder and transferred to Buyer at 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.

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

         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:

                  (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:

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                  (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,
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) 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.

         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) 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.

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<PAGE>
                  (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.

         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

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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.

         SECTION 11.  LEASES/ASSIGNMENT OF INTANGIBLES.

                  (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.

                  (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: (a) all licenses 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 "Camelot East" and
all variations thereof; (d) the telephone number(s) for all of Seller's


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telephones installed at the Property; (e) all architectural draws, plans and
specifications and other documents in Seller's possession pertaining to the
construction of the Property; 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.

         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:

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         Buyer:                     Underhill Associates
                                    416 Mohammed Ali Boulevard
                                    Louisville, KY  40202
                                    Phone: 502-581-8800
                                    Fax: 502-581-8801

         Seller:                    Realmark - Camelot, 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 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 Seller on its behalf and on behalf of
all parties claiming by or through Seller.

         SECTION 21. 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.

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<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 18, 2002
         --------
UNDERHILL ASSOCIATES


By: /s/ Underhill Associates
    ------------------------


SELLER:
Executed March 20, 2002
         --------
REALMARK-CAMELOT, LLC

Realmark-Camelot 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


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