REAL ESTATE PURCHASE AGREEMENT

                          WILLIAMSBURG SOUTH APARTMENTS


      This purchase agreement ("Agreement" or "Contract"), made and entered into
by and between Realmark Property Investors Limited  Partnership-III,  a Delaware
limited  partnership   ("Seller")  and  Partnership   Equities,   Inc.,  an Ohio
corporation ("Buyer").

                            RECITALS:

      A. Buyer  desires to purchase  from Seller,  and Seller  wishes 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,
consisting  of an  apartment  complex  (the "Real  Property"),  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  also  excluding  software  not able to be
transferred vis a vis existing  licensing  agreements,  if any) owned by Seller,
utilized in the operation or management of the apartment complex, and located at
said  apartment  complex as described on EXHIBIT B  (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 more  detailed  list of the Personal  Property  will be prepared by
Seller and submitted  during the first ten (10) days of the due diligence period
set forth in Section 3 below and will  thereafter be attached to this  Agreement
as an amendment to EXHIBIT B.

      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 Real Property will
be $4,831,000.00 ("Purchase Price") paid in the following manner:

                  Initial Earnest Money Deposit
                  at signing of Purchase Agreement                  $10,000.00

                  Additional Earnest Money Deposit
                  after Due Diligence Period (as
                  defined herein).                                   70,000.00

<PAGE>

                  Cash at closing (subject to
                  credit for Earnest Money,
                  prorations and allocations per
                  Section 5)                                     $4,751,000.00
                                                                  ------------

                  Total                                          $4,831,000.00


and payable by Buyer on closing of title and delivery of the Deed ("Closing") by
wire transfer in  immediately  available  good,  federal  funds.  The Additional
Earnest  Money  Deposit  shall be paid to the Escrow  Agent within five (5) days
after the expiration of the Due Diligence Period.

            (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 Initial  Earnest Money in the amount stated in Section 1 (a)
above (the "Initial  Earnest  Money") will be deposited  with Andrews,  Sanchez,
Amigone,  Mattrey & Marshall,  LLP in Buffalo,  New York,  as Escrow  Agent (the
"Escrow  Agent"),  within four (4) days from the date of Seller's  execution (as
communicated to Buyer by written  facsimile and orally by telephone on such date
of execution) of this  Agreement.  Within five (5) days after the end of the Due
Diligence  Period (as hereinafter  defined) Buyer will deposit an additional sum
of $70,000.00 as Additional Earnest Money (the "Additional  Earnest Money") with
the Escrow Agent. The Initial Earnest Money and the Additional Earnest Money are
hereinafter collectively referred to as the "Earnest Money". Absent any contrary
provision of this Agreement, the total Earnest Money in the amount of $80,000.00
will remain on deposit with the Escrow Agent until the Closing of the  Property.
If  either of the  Earnest  Money  deposits  are not made by the 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.  Interest payable
to Buyer shall be credited to Tax ID #31-0863929. Upon any permitted termination
of this  Agreement by Buyer,  the Earnest  Money shall be returned to Buyer upon
demand, and in compliance with all other terms and provisions of this Agreement.

      Upon  expiration  of the Due Diligence  Period,  $17,500.00 of the Earnest
Money shall be non-refundable unless Seller defaults.

      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 120 days after execution
of this  Agreement by both  parties,  unless  extended as otherwise set forth in
this Agreement.  As used herein the terms "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 Real Property.







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<PAGE>

            (b) Buyer and Seller  agree that they will use their best efforts to
complete the Closing  within one hundred twenty (120) days from the execution of
this  Agreement.  Buyer  agrees that it will use best  efforts and good faith in
applying for a Bond Cap  allocation  and/or for  financing for the Real Property
and will obtain same as soon as reasonably  possible and will close on said Real
Property  promptly   thereafter.   Notwithstanding   the  foregoing,   and  upon
satisfaction  of all conditions  precedent,  Buyer shall complete the Closing by
November 20, 1996.

            (c) 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, five busi ness 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 sixty
(60) 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.

      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 will  inspect the Real
Property,  and if  any,  the  plans  and  specifications  for  design,  quality,
structural and  mechanical  integrity and  maintenance  during the Due Diligence
Period.  At the signing of this  Agreement  or within ten (10) days  thereafter,
Seller  shall  provide  or  make  available  at  designated   locations,   those
operational and title information items which relate to the Property, reasonably
requested by Buyer, including, but not limited to:

            o     Inventory of Personal Property

            o     Current Rent Roll - December 1995 or April 1996

            o     1994 & 1995 year-end Operating Statements











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            o     Operating Statement for the year 1996 to date (as of 4/30/96)

            o     December 1995 Operating  Statement and 1996  Operating  Budget
                  (It is  specifically  understood  that  Operating  Budgets are
                  projections  of Seller  only and Seller  makes no  warranty or
                  representation with respect to any parties' achievement of any
                  such items in said Budget.)

            o     Detailed breakdown of the Property's payroll account including
                  a list of on-site personnel, salary and benefits

            o     Copy of current ad valorem  tax bills,  copy of each  separate
                  utility  bill for the  Property  for the  past 3 months  and a
                  listing by month of utility charges for 1995

            o     As-built   survey,   construction   drawings,   soil   report,
                  compaction tests, and copies of all Certificates of Occupancy,
                  if any of the foregoing are in Seller's possession

            o     Copies of all third-party contracts (e.g., termite, landscape,
                  pool maintenance, etc.)

            o     Copies  of any  environmental  reports,  engineering  reports,
                  feasibility  studies,  or  appraisals  in Seller's  possession
                  (obtained within the last 36 months,  it being understood that
                  Seller makes no warranty or representation with respect to the
                  information set forth in any of said studies)

            o     Copies of the latest  insurance  policy  covering the Project,
                  with  current  coverage  and  deductibles  along  with  a paid
                  invoice  for said  policy(s)  (the same may be within a master
                  policy)

            o     Name,  firm name,  and  telephone  number for the lawyer  most
                  recently involved with the Project. (It is agreed that at this
                  time the foregoing  shall be identified as William H. Mattrey,
                  Esq., of Andrews,  Sanchez,  Amigone, Mattrey & Marshall, LLP,
                  (716) 852-1300.)

            o     Make  available  to Buyer all income  information  in Seller's
                  possession  on all  tenants  currently  leasing  units  in the
                  Property.

            o     Originals  or copies of all tenant leases, rent  rolls for the
                  Property,  including  security  deposits  held  by  Seller  in
  











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<PAGE>

                  connection with each apartment unit,  credit reports and other
                  information  concerning  the  leases  which are  currently  in
                  Seller's file, service agreements, party-wall agreements, and,
                  if in Seller's possession engineering or architectural reports
                  for the Properties.

            o     Proof of zoning classification, if any, in Seller's possession

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

            o     Any other items which a prudent buyer reasonably  requests and
                  needs in order to conduct a satisfactory due diligence review.

All of the  foregoing  will  either be at the  Property  location or at Seller's
offices in Amherst, New York, or at Seller's option, will be forwarded to Buyer.

Any  documents  not  provided by Seller to Buyer  within the ten (10) day period
will be made available by Seller,  as soon as such  documents are available.  In
the event of any such failure to deliver any  documents,  except those which are
not in Seller's  possession and which are so qualified  hereinabove as excusable
items, the Due Diligence Period will be extended to a date no less than five (5)
days after delivery of the items not delivered within the Due Diligence Period.

All Due Diligence  materials must be maintained by Buyer 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 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 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 as









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<PAGE>

required by its funding  source,  including  inspection  of all zoning and other
government  permits and regulations and other matters and documents  relating to
the operation of the Property, and as detailed in Section 3(a).

            (iii) After Seller  provides  all  required  documents to the Buyer,
Buyer agrees to accept or reject the Premises 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 does cancel this Contract within the Due Diligence Period,  which shall be
in its sole discretion, the Earnest Money shall be returned to Buyer and neither
party shall have any further liability to the other.

      (b) FINANCE.  This  Contract is contingent  upon Buyer  obtaining a "firm"
commitment  (per the  practice of HUD for 221D4  mortgages)  for  financing  the
purchase  of Real  Property  in  accordance  with the  Contract  upon  terms and
conditions  satisfactory  to Buyer.  Buyer  agrees to apply for said  commitment
promptly  upon the  commencement  of its Due  Diligence  period set forth in (a)
above,  and shall  have a period of 85 days to obtain  said  commitment.  Should
Buyer be unable to obtain said  commitment  within said  85-day  period,  either
party may terminate  this Contract by written  notice to the other in which case
the Earnest  Money  shall be returned to Buyer and neither  party shall have any
further  liability,  except the  obligation  to restore the  premises  after due
diligence.  Notwithstanding  the foregoing,  Buyer shall have the right to waive
this finance contingency during the aforesaid 85-day period.

      (c) This  Contract  is  further  contingent  upon  Buyer's  closing of the
purchase of Gold Key Apartments  and Pleasant Run Apartments  from Seller or its
affiliates either before or simultaneously  with this transaction.  Seller shall
be excused from  performance  if Buyer does not proceed with the  foregoing  two
transactions.

      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"),  conveying
good and  marketable  fee simple  title to the  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.  Further,  the title  insurance  commitment  for the  Property  must
contain provision for the endorsements  that are reasonably  required by Buyer's
funding source, which endorsements shall be ordered by Buyer at Buyer's expense.









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<PAGE>

In addition,  Seller shall convey title to the Personal  Property to Buyer, free
and clear of all liens and  encumbrances  (except  those  disclosed  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 existing title  insurance
policy  to  Buyer.  Buyer  shall  then  obtain  an ALTA  Form B Title  Insurance
Commitment  (the  "Title  Commitment"),  within  thirty (30) 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  marketable  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 each Property), and containing no other
exceptions not  specifically  approved by Buyer.  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
Commitments.

            (c) If Buyer's  examination of the Title Commitment reveals that the
Title Commitment for the Property contains objectionable  exceptions or that the
title to the 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, or if the title company refuses
to issue  endorsements  as required by Buyer's  lender,  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 Property.

            (e) Buyer will pay for any survey of the Property,  the recording of
the Deed for the Property,  state tax and register's  fees on the Deed, the cost
of  obtaining a title  commitment,  and the premium due for the title  insurance
policy to be issued for the Property, and all endorsements.

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

      SECTION 5.  PRORATIONS AND ALLOCATIONS.  (a)  Rents,  taxes,  service con-
tracts, equipment leases or other personal property financing, utility deposits,







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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 to the date of the Closing based on a 365-day year.

            (b)  Security  deposits  held by Owner 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.

      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 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 Seller  within seven (7) days after Buyer
has  received  the notice  referred  to above or at the  closing,  whichever  is
earlier. If Buyer 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.  Notwithstanding
the  foregoing,  in the  case of  casualty  loss  only,  should  Buyer  elect to
terminate, Seller may notify Buyer within 15 days that Seller intends to restore
the Premises fully and in that event,  Buyer's  termination notice shall be null
and void and  Seller  shall  proceed as  outlined  above at  closing,  provided,
however,  that the foregoing shall not be applicable  unless  restoration can be
completed within time frames allowed by Buyer's lender.

            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 allocable 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










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<PAGE>

            (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 each 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,  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, except as set forth in Section 4
above, and all other  exceptions  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)   LAWS AND REGULATIONS.  Prior  to  Closing  Seller  not h aving
received  written  notice of  non-compliance  under any and all Federal,  State,
County and Municipal laws, ordinances,  requirements and regulations,  including
but not limited to any and all environmental laws and regulations, affecting the
Property.  Notwithstanding  the  foregoing,  however,  in the event  Seller does
receive a written notice of violation of any of the foregoing,  then and in that
event, (i) if the cure of said violation would cost less than $10,000.00, Seller












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shall be required to cure said violation  and/or escrow funds necessary to do so
after  closing,  or (ii) Seller shall have the option of curing the matter which
is  the  subject  of  such  notice  before  closing  and/or  making   reasonable
arrangements to complete the cure of such violation  after closing,  provided an
escrow is  established  for the cost of said cure;  and provided  Seller  either
cures the subject of such notice or makes  adequate  provisions to cure same and
escrow the funds as set forth  hereinabove  to do so,  then and in either of the
foregoing events, Buyer shall have no right to terminate this Contract.

            (e) SELLER  COOPERATION.  Seller agrees to cooperate with and assist
Buyer  and to  execute  any and  all  applications,  petitions  and  attend  and
participate in any necessary  hearings,  and undertake all other reasonable acts
to obtain any necessary  permits for which Buyer may make  application  prior to
closing,  provided  that  Buyer  shall  bear all  expenses  incidental  thereto,
including all of Seller's out-of-pocket expenses.

            (f)   COMPLIANCE WITH REPRESENTATIONS AND WARRANTIES. Seller will be
in  compliance  with all other  representations  and  warranties  made herein at
Closing to the reasonable satisfaction of Buyer.

            (g) NOTICE OF CLOSING.  If all the conditions  specified herein have
not been met within 120 days after execution of this Contract,  Buyer shall have
the option to  terminate  this  Agreement,  by giving  written  notice to Seller
specifying  the  condition  not met and  provided  that  Seller does not cure or
remove said condition within 60 days after such notice, or such extended time as
the parties may agree,  and in that event the Earnest Money shall be returned to
Buyer.  However, in the event that all conditions specified herein have been met
by the  Closing  date,  Buyer shall  close the  Purchase  within the time period
specified, subject to non-performance by Seller under the terms hereof.

      SECTION 8.  SELLER'S WARRANTIES.  The following warranties of Seller shall
survive the Closing for a period of ninety (90) days.

            (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.

            (b) Seller  (Seller  meaning  Joseph M.  Jayson or an officer of the
general partner of Seller only) has not received written  notification  that the
Property is not in  compliance  with all 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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            (d) 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.

            (e) 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.

            (f) 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 program or
agreement, 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.

            (g) 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.

      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 terminate this
Agreement  whereupon  the Earnest  Money shall be returned to Buyer on demand or
Buyer may bring an action for specific performance,  and if Buyer prevails,  all
costs and  expenses of any such action shall be paid by Seller as a reduction of
the Purchase  Price.  The  foregoing  shall not prevent  Buyer from  bringing 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 as set forth hereinabove.

            (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












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<PAGE>

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 and
hereby agrees to indemnify and hold harmless Buyer from the claims of any agent,
consultant or broker for the payment of a 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.

      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,  provided that 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 and provided said
consent is obtained,  Buyer shall  thereafter  be relieved of liability  for the
performance of this Agreement.  Seller's  consent pursuant to this section shall
be in its sole discretion and shall include approval of all proposed  assignment
documents.

      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.








                                       12

<PAGE>

      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.  INDEMNIFICATION.

            (a) SELLERS INDEMNITY. Seller shall indemnify, defend and hold Buyer
harmless from any claims, 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,  or by national
overnight express carrier.  Notices shall be deemed to have been given when sent
as follows:

      Buyer:      Partnership Equities, Inc.
                  c/o The Wallick Companies
                  6880 Tussing Road
                  Columbus, OH  43068
                  Attention:  Sandy Goldston

      Seller:     c/o Joseph M. Jayson
                  J. M. Jayson and Company
                  2350 North Forest Road
                  Suite 12 A
                  Getzville, NY 14068
                  Fax No.:  (716) 636-0466

      Copy to:   William H. Mattrey
                  Andrews, Sanchez, Amigone,
                  Mattrey & Marshall, LLP
                  1300 Main Place Tower
                  Buffalo, NY 14202
                  Fax No.:  (716) 852-1355

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








                                       13


<PAGE>

      SECTION  19.  GOVERNING  LAW.  This  Agreement  will  be  governed  by and
construed  according to New York 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.

      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.

            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. ASSIGNMENT OF BOND CAP ALLOCATION. If Buyer obtains a Bond Cap
allocation or a financing  commitment or other related approvals with respect to
the  Property,  and should  Buyer  otherwise  cancel  this  Contract  as to such
Property or does not close for any reason whatsoever, then and in that event, to
the extent  allowable by law, Buyer shall assign the Bond Cap allocation and all
related  approvals or commitments with respect to such Property to Seller or its
designee  wherever  possible  and/or if allowed by any lender or other authority
and Buyer  will  cooperate  with  Seller in all  respects  with  respect  to any
requirements to complete such assignment.













                                       11

<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 JULY 16, 1996
        --------------

PARTNERSHIP EQUITIES, INC.

By: /S/ SANFORD GOLDSTON 
   ------------------------------------------------   
     CHAIRMAN

SELLER:

Executed JULY 16, 1996
        --------------

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-III

BY: /S/ JOSEPH M. JAYSON
   ------------------------------------------------
    G.P.


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.

ANDREWS, SANCHEZ, AMIGONE, MATTREY & MARSHALL, LLP
as Escrow Agent

By: /S/ WILLIAM H. MATTREY
   -------------------------------------------------
    Member







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