REAL ESTATE SALE & CONTRACT

         This Contract,  entered into as of the "Effective Date" (as defined, in
Section 26.G.) by and between ROYAL PALM BEACH COLONY,  LIMITED  PARTNERSHIP,  a
Delaware limited partnership ("Seller"), and STEWART MARCUS, TRUSTEE ("Buyer").

                              W I T N E S S E T H:

         In  consideration  of the mutual  covenants  and  agreements  contained
herein,  Ten and No/100's  ($10.00)  Dollars paid by each of the parties here to
the  other,  and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby  acknowledged,  Seller and Buyer hereby agree as
follows:

        1.   Description  of Property.  The property  being sold and conveyed to
Buyer  (the  "Property")  is  described  on  Exhibit  "A"  attached  hereto  and
incorporated herein by reference, consisting of approximately 20.82 +/- acres in
the Village of Royal Palm Beach, Palm Beach County, Florida.

        2.   Purchase  Price.  The  purchase  price  for the  Property  shall be
$1,683,000.00 (the "Purchase Price"), subject to the adjustments and credits set
forth  in this  Contract,  shall  be  payable  in  immediately  available  funds
satisfactory to Seller at Closing.

        3.  Deposit.  The term  "Deposit"  shall be deemed to mean and include a
$25,000.00 check (the "Deposit")  payable and delivered to Martin Shapiro,  Esq.
("Escrow  Agent") with  execution of this Contract by Buyer and Seller.  If this
Contract is not terminated  pursuant to Section 12, then on or before 6:00 p.m.,
Florida time on the last day of the  Inspection  Period,  Buyer shall deliver to
Escrow  Agent a second check in the amount of  $25,000.00  as an addition to the
initial Deposit of $25,000.00 for a total Deposit of $50,000.00.  If Buyer fails
to deliver the  addition  to the Deposit  before  expiration  of the  Inspection
Period,  it will be .deemed to have elected to terminate this Contract  pursuant
to Section 12 and the Deposit shall be promptly  returned to Buyer.  The Deposit
is part of the Purchase Price and shall be delivered to Seller at Closing.

        4. Closing.


           1. If Buyer  does not elect to terminate  this  Contract pursuant  to
Section 12, Buyer agrees to complete the Closing not later than thirty (30) days
after Buyer has obtained Site Plan  Approval,  Development  Permits and Building
Permits, for the Project (the terms Site Plan Approval,  Development Permits and
Building Permits being defined in Paragraph 13 hereof, and collectively referred
to herein as "Approvals  and  Permits").  Buyer shall have a period of up to ten
(10)  months  after the  Effective  Date in which to obtain  the  Approvals  and
Permits.

           2. If Buyer has been diligently pursuing the receipt of the approvals
and Permits but has not obtained  them by the date of Closing,  then Buyer shall
be entitled to two (2)  successive  thirty (30)  extensions  of the Closing.  In
order to obtain each thirty (30)  extension,  the Buyer will  provide the Seller
with five (5) days,  prior written  notice of its election to extend the Closing
for thirty (30) days, which notice shall be accompanied by the payment to Seller

of the sum of $25,000.00  (fox each  extension).  Upon closing,  one-half of the
amount paid to extend the Closing shall be credited  against the Purchase Price.
The remaining  one-half shall not be credited  against the Purchase  Price.  The
$25,000.00  payment(s)  described  herein are refundable to Buyer only if Seller
defaults  under this  Agreement.  Otherwise they shall be retained by Seller and
one-half of each payment shall he credited  against the Purchase  Price.  During
any extension  period,  Buyer will continue to diligently  pursue the receipt of
the Approvals and Permits.

           3. If Buyer fails to close after having  obtained the  Approvals  and
Permits within the aforesaid period of time, the Deposit Shall be non-refundable
and released to Seller,  unless the failure of this  transaction to close is due
to Seller's default or inability to timely deliver good title to the Property or
pursuant to Sections 14 or 25.

        5. Title.

           1.  Within 30 days after the  expiration  of the  Inspection  Period,
Buyer  shall  have a Title  Company  issue a Title  commitment  to Buyer for the
Property.

           2. Buyer shall have 20 days after receipt of the Title  Commitment in
which to notify Seller of any objections Buyer has to the condition of title. In
determining the  acceptability of title, the Uniform Title Standards adopted and
published by the Real Property, Probate and Trust Law Section of the Florida Bar
shall  apply.  In the event title is found to be  defective  in any  .particular
whatsoever which renders title  unmarketable or uninsurable,  or which adversely
affects  Buyer's  intended  development  of the Property,  Seller  covenants and
agrees that Seller will use  diligent  effort to correct all  defect(s) in title
excluding  bringing  suit.  If  Seller is  unsuccessful  in  removing  all title
defect(s) within 90 days after receipt of title objections, Buyer shall have the
option of either: (i) accepting the title as it then is with the right to deduct
from the cash to close,  liens or encumbrances of an  ascertainable  amount (ii)
receiving a full and prompt  refund of the deposit,  together with any extension
fees or postponement  fees paid by Buyer pursuant to Section 4, whereupon Buyer,
Seller and Escrow Agent shall be released of all further  obligations under this
Contract.

           3.  Buyer  shall  cause  Title  Company  to  issue an  updated  Title
Commitment  for the  Property.  If the  update  contains  any  new or  different
conditions of title than the original Title Commitment, and such conditions have
not been approved by Buyer in accordance  with this  Contract,  Buyer shall have
the right to object to such now or  different  conditions  prior to Closing.  If
Buyer so Objects, the Closing shall be postponed,  and Seller shall have 10 days
after receipt of Buyer's new title objections in which to cure the objections to
Buyer's  satisfaction,  failing which, Buyer shall have the options described in
SubSection 5.B. Buyer shall pay the cost of title insurance.

           4. Seller shall not enter into any agreements, written or oral, which
would affect title to the Property  without the prior written  consent of Buyer.
Notwithstanding any of the other terms of this Section, Seller shall deliver the
Property free and clear of all reverter  clauses and  reservations for drainage,
phosphate,  mineral, metals, petroleum and road rights-of-way,  whether in favor
of an individual or governmental unit.

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        6.  Survey.  Buyer  shall  have  30 days  after  the  expiration  of the
Inspection  Period  in which  to have a survey  of the  Property  prepared  by a
registered   Florida   surveyor  at  its  expense.   If  the  survey   discloses
encroachments  on  the  Property  or  that  improvements   thereon  encroach  on
easements,  lands of others, or violate any restrictions,  Contract covenants or
applicable governmental regulations, the same shall constitute a title objection
under Section 5. Seller shall provide to the Buyer a copy of any existing survey
in the Seller's possession.

        7. Right of Entry.  From the Effective Date until  Closing,  Buyer shall
have  reasonable  access to the Property  for the purpose of making  engineering
studies,  borings and for any and all acts necessary to ascertain the fitness of
the Property for Buyer's  intended use.  Buyer shall restore the Property to the
condition  it was in prior to the  exercise  of its right of entry to tho extent
its said  exercise  shall  have  disturbed  the  same.  Buyer  hereby  agrees to
indemnify  Seller and hold Seller harmless from and against all claims,  losses,
expenses, demands, and liability, including, but not limited to, attorneys, fees
and expenses incurred prior to trial, at trial and on appeal, for nonpayment for
services rendered to Buyer, for constructions liens, or for damage to persons or
property  arising out of Buyer's  investigation  of or entry onto the  Property.
This   indemnification   and  agreement  to  hold  harmless  shall  survive  the
termination or Closing of this  Contract.  Buyer shall notify Seller or Seller's
attorney in advance of any entity or  individual  entering  upon the Property to
exercise ouch riot of entry.

        8. Possession.  Seller shall deliver full possession of the .Property at
Closing.

        9.  Assignment.  Buyer may not  assign  its  interest  in this  Contract
without the prior  written  consent of Seller  which  shall not he  unreasonably
withheld.  Notwithstanding  the foregoing,  Buyer shall have the right to assign
this  Contract  without  Seller's  Consent  to an entity in which a  controlling
interest is owned by Buyer and/or any  beneficiaries of the trust of which Buyer
is the Trustee.

        10.  Maintenance.  Between the  Effective  Date and Closing the Property
shall be  Maintained  by Seller in the  condition  in which it existed as of the
Effective  Date.  Buyer shall have access to the Property at any reasonable time
prior to Closing to determine that the Property is properly Maintained.

        11. Seller's  Representations  and Warranties.  Seller hereby represents
and  warrants to Buyer as of the  Effective  Date and as of the Closing  Date as
follows:

           1.  Seller  has full right and is duly  authorized  to enter into and
consummate this Contract.

           2. Seller has complied with all applicable Federal, State, County and
Municipal regulations,  rules,  ordinances,  statutes and other requirements and
restrictions with respect to all matters relating or pertaining to the Property.

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<PAGE>


           3. There are no parties in possession,  or entitled to possession, of
the  Property  (or any part  thereof)  other than Seller and the Property is not
subject to any lease,  such that Seller shall deliver sole and exclusive use and
possession of the Property to Buyer at Closing.

           4. There in no litigation, investigation or proceeding pending, or to
the knowledge of Seller threatened,  against Seller relating to or affecting the
Property  or  otherwise  adversely  affecting  Seller's  ability to perform  its
obligations hereunder,

           5. There are no  commitments to or agreements  with any  governmental
authorities,  agencies,  utilities or  quasi-governmental  entities or any other
entities or persons  which might  adversely  affect  Buyer's  ability to use and
develop the Property, except as specifically set forth herein.

           6.  To  the  best  of   Seller's   knowledge,   without   a  duty  of
investigation,  the Property has not in the past been used, and is not presently
being used and will not in the future  (for so long as Seller owns same) be used
for the  handling,  storage,  transportation  or disposal of  hazardous or toxic
materials, and Seller has not received a summons, citation, directive, letter or
other  communications,  written or oral,  from any agency or  department  of the
State  of  Florida  or  the  U.S.  Government   concerning  any  intentional  or
unintentional  action or omission  which  resulted in the  releasing,  spilling,
leaking, pumping, pouring,  emitting,  emptying or dumping of hazardous material
on the  Property or on the real  Property  adjoining  and/or  contiguous  to the
Property.

           7. Seller is not in default with respect to any of its obligations or
liabilities  pertaining to the  Property,  which could not be cured on or before
the Closing,

           8. Seller has not entered into any other existing  agreements for the
sale,  conveyance,  assignment or other  transfer of the Property or any part of
it.

           9. To the best of Seller's knowledge no condemnation proceeding under
the right of eminent domain is currently pending or threatened which affects the
Property or any part thereof.

           10.  Seller  has no  knowledge  of any  plan,  study or effort by any
governmental  agency or  authority,  to widen,  modify or realign  any street or
highway providing direct access to the Property.

           11.  There are no  contracts  for  labor or  services  affecting  the
Property.

           12. The  Property  shall he free of all zoning  code  violations  and
Seller has not received any notice of any such violations.

           13.  Seller has not received any notice from or regarding  and Seller
has no knowledge of any fact that could give rise to the possible or anticipated
revocation,  non-renewal  or  disapproval  of any  existing  licenses,  permits,
registrations or approvals pertaining to the Real Property, or that might impair
Buyer's  right to obtain the permits with respect to the Real  Property.  Seller


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will reasonably  cooperate with Buyer in any effort of Buyer to obtain,  for the
Real Property,  any public agency permitting  desired by Buyer, at no expense to
Seller.

           14.  Seller  shall not take any  action,  or omit to take any action,
which  action  or  omission  would  have  the  effect  of  violating  any of the
representations and warranties of Seller contained in this Contract.

        12. Investigation Period.


           1.  Buyer  shall  have 90 days  from the  Effective  Date to  perform
investigations  at its own  expense  to  satisfy  itself  that the  Property  is
suitable for its intended use. Without limiting the generality of the foregoing,
Buyer's right of investigation and inspection shall include making environmental
surveys,  maps, .contour studies,  engineering studies, test borings, soil test,
water studies,  obtaining a commitment  for  financing,  obtaining and reviewing
sketches of survey, reviewing title, reports from engineers,  documentation with
regard to the availability of utility  services,  zoning, a review of zoning and
land use regulation,  documentation with regard to the availability of municipal
services  and  meeting  with  such  governmental  agencies  as  it  should  deem
appropriate.

           2. If  Buyer  should  determine  in its sole  discretion  and for any
reason that Buyer is no longer interested in purchasing the Property,  Buyer may
cancel this Contract by delivering to Seller no later than 5:00 p.m. on the last
day of the  Investigation  Period  written  notice of its  intention  to cancel,
whereupon  the Deposit  shall be paid to Buyer and all  parties  released of all
further  obligations  under this Contract,  except for the  obligations of Buyer
described in Section 7 which shall survive termination of this Contract.

        13. Site Plan Approval; Development Permits; Building Permits.


           1. The term  "Site Plan  Approval"  as used  herein  shall mean final
approval  of a site plan by the Village of Royal Palm Beach for  development  of
the Property with up to 187 multi-family dwelling units with associated streets,
parking  areas,  driveways,   drainage  structures,  ponds  and  easements  (the
"Project").

           2. Within 30 days after the expiration of the  Investigation  Period,
and  provided  Buyer has not  terminated  this  Contract,  Buyer  will  submit a
preliminary  site  plan to the  village  of Royal  Palm  Beach  (and  any  other
governmental  agencies  having  jurisdictions)  depicting the Project,  and will
thereafter  diligently and continuously  pursue obtaining Site Plan Approval for
the Project. Buyer shall be responsible for any and all expenses attributable to
Site Plan Approval.  Seller will  reasonably  and timely  cooperate with Buyer's
efforts to obtain Site Plan Approval,  including joinder in applications.  Every
30 days after submission of the preliminary site plan, Buyer will provide Seller
with a written status report on the progress of obtaining Site Plan Approval.

           3. The term  "Development  Permits"  as used  herein  shall  mean all
approvals  that  must be  officially  issued  or  rendered  by any  governmental
authority having  jurisdiction over the Property before Buyer can lawfully begin
construction of the Subdivision Improvements,  including without limitation, all


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<PAGE>

approvals and permits required by the U.S. Environmental Protection Agency, U.S.
Corps.  of Engineers,  Florida  Department of  Environmental  Protection,  South
Florida Water Management  District,  Palm Beach County, and the Village of Royal
Palm Beach.  The term  "Subdivision  Improvements" as used herein shall mean the
interior streets, storm water management structures,  storm sewers, water lines,
sanitary sewers and electric lines necessary for  construction  and occupancy of
the Project.

           4. Buyer shall apply for, and diligently  seek,  seek issuance of all
Development  Permits  necessary  for the  construction  or  installation  of the
Subdivision Improvements for the Project. Buyer shall be responsible for any and
all expenses  attributable to the Developments  Permits.  Seller will reasonably
and timely cooperate with Buyer's efforts to obtain Development Permits.

           5.  The  term  "Building  Permits',  as used  herein  shall  mean all
approvals  that  must be  officially  issued  or  rendered  by any  governmental
authority having  jurisdiction over the Property before Buyer can lawfully begin
construction of the  multi-family  dwelling units  authorized under the Approved
Site Plan.

           6. Buyer  shall  apply  for,  and  diligently  seek  issuance  of the
Building  Permits.   Buyer  shall  be  responsible  for  any  and  all  expenses
attributable  to  the  Building  Permits.  Seller  will  reasonably  and  timely
cooperate with Buyer's efforts to obtain Building Permits.

           7. The terms Site Plan  Approval,  Development  Permits and  Building
Permits  shall also be deemed to include any and all other permits and approvals
of  governmental  authorities  having  jurisdiction  as may be necessary for the
development and construction of the Project.

           8. If the Approvals and Permits are not obtained within the period of
time set forth in  Paragraph  4, then Buyer shall have the right to either:  (a)
waive any  Approvals or Permits and complete  the purchase by  consummating  the
Closing;  or (b) terminate  this  Contract,  in which event the Deposit shall be
returned to Buyer.

        14.  Moratoria.  If, at the time of  closing,  there are  sewer,  water,
building or other  moratoria in effect which would  interfere with the immediate
construction and occupancy of the Project,  then Buyer, at its sole option, may:
(i) close the  transaction  without regard to the moratoria;  or (ii) extend the
closing  for up to ninety  (90)  days.  If at the end of the  90-day  period the
moratorium  has not been removed,  Buyer may elect to terminate the Contract and
obtain a refund of the Deposit, together with any extension fees or postponement
fees paid by Buyer  pursuant  to  Section  4,  whereupon  the  parties  shall be
relieved  from  all  further  liabilities  and  obligations  hereunder.  If  the
moratorium is lifted within the 90 day extension period,  then the closing shall
take place within 30 days after the date that the moratorium is lifted.

        15.  Conditions to the Obligations of Buyer.  The obligation of Buyer to
Close is subject to the satisfaction

by the Closing Date each of the following conditions:

           1. Buyer has obtained the Permits and Approvals for the Project.

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<PAGE>


           2. The representations, warranties and agreements of Seller set forth
and incorporated herein shall be true in all respects.

           3. Seller shall have performed all of its obligations hereunder to be
performed on or prior to the dates herein specified.

           4.  There  shall  have  been no  material  or  adverse  change in the
condition of the Property  which would prevent or impede the  development of the
Property in accordance with the current zoning of the Property.

         Should the foregoing  conditions  precedent not have been  satisfied by
closing,  or not waived by Buyer,  then and in that event this transaction shall
at the  election  of Buyer be null and void all of the parties  hereto  shall bo
relieved of all  obligations  to each other,  and the Deposit shall be forthwith
returned to Buyer.  The  foregoing  conditions  precedent  are for the exclusive
benefit of Buyer and may be waived by it.

        16. Closing.


           1. This transaction  shall be closed  ("Closing") and all instruments
of conveyance  delivered on the date ("Closing  Date")  determined in accordance
with Section 4. Closing  shall take place in the office of the title  insurer an
determined  pursuant  to  paragraph  4 above  or at  another  location  which is
mutually agreeable to Seller and Buyer.

           2. Title to the Property shall be conveyed by statutory warranty deed
("Deed")  subject to real estate taxes and  assessments  for the year of Closing
and to unobjectionable title matters described in Section 5.

        17. Closing Charges and Procedures.


           1. Seller  shall pay the cost of state and local  transfer  taxes and
documentary  stamps  on the Deed and the cost of  obtaining  and  recording  any
corrective instruments. Buyer shall pay the cost of recording the Deed.

           2. Real estate  taxes shall be prorated on the Closing  Date based on
amounts for the current year with maximum discount taken,  except if tax amounts
for the current year are not available,  prorations shall be made based upon the
taxes for the preceding  year, with maximum  discount  taken.  Any tax proration
based on an estimate  may at the request of either  party  hereto be  readjusted
upon receipt of the tax bill.

           3. Certified  municipal  liens and pending  municipal liens for which
work  has  been  substantially  completed  shall  be paid by  Seller;  provided,
however, that Buyer shall be exclusively responsible for payment of any liens or
assessments arising from its use of the Property.


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<PAGE>


           4. All other items  required by any other  provision of this Contract
shall be prorated or adjusted as of the Closing Date.

           5.  Seller  shall  furnish  the Deed,  construction  lien  affidavit,
possession  affidavit and FIRPTA  affidavit and  corrective  instruments.  Buyer
shall furnish the closing  statement.  Each party shall submit copies of closing
documents  prepared by it to the other party or its  attorney at least five days
prior to the Closing Date.

        18. Availability of Utilities.  Within the Investigation  Period,  Buyer
shall  determine:  (a) if it will be able to obtain water,  sewer,  electricity,
natural  gas,  cable  television  and  telephone  service  to  the  Property  in
sufficient  size and  capacity  to  provide  service to the 187  dwelling  units
intended for the Property;  and (b) the cost required to bring such utilities to
the Property.

        19.  Concurrency.  Seller  hereby  warrants and  represents to Buyer the
Seller already has received 187 units of traffic  concurrency  for the Property,
all of which shall be transferred to Buyer not later than Closing, at no expense
to Buyer.

        20. Escrow. The party acting as Escrow Agent is authorized and agrees to
hold the Deposit in escrow in accordance  with the terms and  conditions of this
Contract.  Any interest earned on the Deposit is paid to the Florida Bar. Checks
issued for the Deposit will be  deposited  promptly  for  clearance.  The Escrow
Agent shall not be held  responsible for nonpayment of checks  received.  In the
event  Escrow  Agent is in doubt as to its  duties  and  liabilities  under  the
provisions of the Agreement,  it may in its sole discretion continue to hold the
monies which are the subject of the escrow until Buyer and Seller mutually agree
to the  disbursement  thereof,  or  until a  judgment  of a court  of  competent
jurisdiction  shall  determine  the  rights of the  parties  thereto,  or it may
deposit all the monies then held in escrow  pursuant to this  Agreement with the
clerk of the court having  jurisdiction  of the dispute,  and upon notifying all
parties  concerned of such action,  all  liability on its part shall fully cease
and  terminate  except to the extent of  accounting  for any monies  theretofore
delivered  out of  escrow.  In the event of any suit  between  Buyer and  Seller
wherein  the  Escrow  Agent is made a party by virtue of acting as escrow  agent
hereunder or in the event of any suit wherein the Escrow Agent  interpleads  the
subject  matter of the  escrow,  it shall be  entitled  to recover a  reasonable
attorneys,  fee and  costs  incurred,  said  fees and  costs to be  charged  and
assessed as court costs in favor of the prevailing party. All parties agree that
the  Escrow  Agent  shall not be liable  to any  party or person  whosoever  for
misdelivery  to Buyer or Seller of monies  subject to the  escrow,  unless  such
misdelivery  shall be due to willful breach of the Agreement or gross negligence
on its part.

        21.  Failure of  Performance.  If Buyer fails to perform  this  Contract
within  the time  specified,  the  Deposit  paid by Buyer and agreed to be paid,
shall be  retained  by or for the  account of Seller as agreed  upon  liquidated
damages,  consideration in the execution of this Contract and in full settlement
of any claims,  whereupon  Buyer and Seller shall be relieved of all obligations
under this  Contract.  If for any reason  other than failure of Seller to timely
deliver good title, Seller fails,  neglects or refuses to perform this Contract,
the  Buyer may seek  specific  performance  or elect to  receive  the  return of
Buyer's Deposit, as Buyer's sole and exclusive remedy.

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<PAGE>


        22.  Attorney's Fees;  Costs. In the event of any litigation to enforce,
interpret,  or  arising  out of this  Contract,  the  prevailing  party  in such
litigation  shall be entitled to an award of its reasonable  attorneys' fees and
costs,  through  and  including  any  appellate  litigation  and post  judgement
proceedings.

        23. Notices. Unless hand delivered, any notice required or made pursuant
to this  Contract  shall be in writing and deemed given upon being  deposited in
the  United  States  mail by  certified  mail,  return  receipt  requested  with
sufficient  postage affixed  therefor and addressed as follows (or at such other
address as the addresses may from time to time advise in writing):

                           To Seller:
                           Royal Palm Beach Colony, Limited Partnership
                           Attn.: Randy Rieger
                           2501 South Ocean Drive
                           Hollywood, Florida 33019
                           Fax. No. 954-927-3081

                           with copy to:
                           Martin Shapiro, Esq.
                           767 Arthur Godfrey Road
                           Miami Beach, FL 33140
                           Fax: 305-538-0419

                           To Buyer:
                           Stewart Marcus, Trustee
                           3225 Aviation Avenue #700
                           Miami, Florida 33133
                           Fax:

                           with copy to:


        24.  Broker.  Seller  has  entered  into a separate  agreement  with RTL
Realty,  Florida  licensed real estate broker,  for payment of commissions  upon
Closing. Seller shall be exclusively responsible for Payment of such commissions
due said broker.  Seller and Buyer each Warrant to the other that no real estate
broker or agent,  other than as identified herein, has been used or consulted in
connection with the purchase and Sale of the Property. Each covenants and agrees
to defend,  indemnify and save the other  harmless from and against any actions,
damages,  real  estate  commissions,  fees,  costs  and/or  expenses  (including
reasonable  attorneys' fees),  resulting or arising from any commissions,  fees,
costs and/or  expenses due to any real estate  brokers or agents,  other than as
identified  herein,  because of the  purchase  and sale of the  Property and the
execution  and delivery of this  Contracts  due to the acts of the  indemnifying
party.


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<PAGE>

        25.  Condemnation.  At any time  prior to  Closing,  should (i) title of
possession of any part of the Property he taken by condemnation  proceeding,  or
(ii) any such proceeding become pending or threatened, or should Seller or buyer
receive notice that such a proceeding is pending or  threatened,  then Buyer may
declare this Contract  terminated and receive the return of the Deposit together
with any extension fee or postponement  fee paid by Buyer pursuant to Section 4,
within five (5) days after written notice by Buyer to Escrow Agent. In the event
Buyer  elects not to  terminate  this  Contract,  then the payment of all awards
and/or  compensation  made on account of any taking by eminent domain and/or the
proceeds of any sale of all or any part of the Property,  either under threat of
or while the condemnation proceeding is pending, shall be paid to and become the
property of Buyer.

        26. Miscellaneous.


           1. This contract  shall be construed in  accordance  with the laws of
the State of Florida. This Contract shall not be construed-more strongly against
either party regardless of which party is responsible for its preparation.

           2. Time is of the essence in the performance of all obligations under
this Contract.

           3.  This  Contract  contains  all  the  terms,  promises,  covenants,
conditions and representations made by or entered into by and between Seller and
Buyer,  and supersedes all prior  discussions and agreements  whether written or
oral.

           4. This  Contract  shall inure to the benefit of and be binding  upon
the permitted successors and assigns of the parties.

           5. If any portion of this  Contract is  determined to be unlawful the
remaining  portions  shall  remain in full force and effect as if such  unlawful
portion(a) did not appear herein.

           6. The Captions and titles of the various paragraphs in this Contract
are for convenience  and reference only and in no way define,  limit or describe
the scope or intent of this Contract, nor in any way affect this Contract.

           7.  For  purposes  of  performance,  the date of this  Contract  (the
"Effective  Date")  shall be the date  when the last  party,  (excluding  Escrow
Agent) executes this Contract.

           8. Buyer shall not record this  Contract  or any  memorandum  of this
Contract.

           9. No  modification  or  amendment of this  Contract  shall be of any
force or effect unless in writing executed by both Seller and Buyer.

           10. This Contract may be executed in any number of counterparts,  any
one and all of which shall  constitute  the  Contract of the parties and each of
which shall be deemed an original.


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<PAGE>


        27. Radon Gas. Radon is a naturally occurring  radioactive gas that when
accumulated  in a building in sufficient  quantities may present health risks tp
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding  Radon or radon testing may he obtained from your County public health
unit.

         IN WITNESS  WHEREOF,  the parties have executed this Contract as of the
date last written below.

                                    SELLER:

                                    ROYAL PALM BEACH COLONY,
                                    LIMITED PARTNERSHIP

                                    By: STEIN MANAGEMENT COMPANY, INC.,
                                        as Managing GeneralPartner

                                    By: /s/ Randy Rieger
                                        -----------------------
                                        Randy Rieger, as its
                                        Authorized Agent

                                    Date:       December 11        , 2000
                                         --------------------------


                                    BUYER:

                                         /s/ Stuart Mareus, Trustee
                                    ------------------------------------
                                    STEWART MARCUS TRUSTEE


                                    Date:     December 11          , 2000
                                         --------------------------



                         ACKNOWLEDGMENT OF ESCROW AGENT

         Escrow Agent hereby acknowledges  receipt from the Buyer of the Deposit
in the sum of $25,000.00  which is to be presented for payment  immediately upon
receipt of written  advice  that the  Agreement  has been fully  executed by the
parties and the proceeds  thereof are to be held by the undersigned  pursuant to
all the  provisions  of the  Contract.  Receipt  of all  checks  is  subject  to
clearance.

                                           -----------------------------------
                                           Martin Shapiro, Esq. Escrow Account





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