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  EB
DEVELOPERS, INC., a Florida corporation ("Buyer").

                                  WITNESSETH:

     In consideration of the mutual covenants and agreements  contained  herein,
Ten and  No/100's  ($10.00)  Dollars  paid by each of the parties  hereto 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, Royal Palm Beach County, Florida.

      2.  Purchase  Price.   The  purchase  price  for  the  Property  shall  be
$2,197,250.00 (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
$50,0000.00 check (the "Deposit") payable and delivered to Kodsi and Eisenstein,
P.A.  Escrow Account  ("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  $100,000.00
as an addition to the Deposit of $50,000.00, for a total deposit of $150,000.00.
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.  References in this Contract to the Deposit shall include any additions
to the Deposit made pursuant to Section 4.

4. Closing

         A. If Buyer  does not elect to  terminate  this  Contract  pursuant  to
Section 12,  Buyer  agrees to  complete  the Closing not later than 45 day after
Buyer has obtained Site Plan Approval for the Project.

         B. Buyer shall have a period of up to 225 days after the Effective Date
in which to obtain  Site Plan  Approval.  If Buyer  has not  obtained  Site Plan
Approval within said period due to circumstances  beyond Buyer's  control,  then
Buyer shall have the

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<PAGE>

right to a 30-day extention,  i.e., until 255 days after the Effective Date (the
First  Extention) in which to obtain Site Plan  Approval,  upon notice to Seller
given at least 25 days prior to  commencement  of the First  Extention  together
with delivery to Escrow Agent of Buyer's check for $25,000.00,  of which sum (a)
$12,500.00  shall be an addition to the Deposit and applied  toward the Purchase
Price at Closing,  and (b) the remaining $12,500.00 shall be an earned extention
fee to be released to Seller at Closing or upon Buyer  terminating this Contract
pursuant to Section  13.C(b),  or upon Buyer's  default.  The  extention  fee is
non-refundable  unless the transaction fails to close due to Seller's default or
inability  to timely  deliver good title to the Property or pursuant to Sections
14 or 25.  The  extention  fee is not to be  applied  to the  Purchase  Price at
Closing. If Site Plan Approval is obtained during the First Extention,  then not
withstanding  Section  4.A.,  Buyer  shall be entitled to a maximum of up to two
consecutive 30-day  postponements for Closing,  i.e. the Closing under the first
30-day  postponement  to be 75 days after  obtaining  Site Plan Approval and the
Closing under the second 30-day  postponement to be 105 day after obtaining Site
Plan  Approval,  upon  notice  given to the  Seller  at  least 15 days  prior to
commencement  of each 30-day  postponement  period,  together  with  delivery to
Escrow Agent of Buyer's check for $25,000.00,  of which sum (a) $12,500.00 shall
be an addition to the Deposit and applied  toward the purchase Price at Closing,
and (b) the  remaining  $12,500.00  shall be an earned  postponement  fee to be
released to Seller at Closing or upon Buyer's default. The postponement fees are
non-refundable unless the transaction fails to close due to Sellers's default or
inability  to timely  deliver good title to the Property or pursuant to Sections
14 or 25. The  postponement  fees are not to be applied to the Purchase Price at
Closing.

         C. If however Site Plan Approval is not obtained  within 255 days after
the Effective Date due to circumstances beyond Buyer's control, then Buyer shall
have the right to a 30-day  extention,  i.e., until 285 days after the Effective
Date (the Second  Extention) in which to obtain Site Plan Approval,  upon notice
to Seller given at least 25 days prior to commencement of the Second  Extention,
together with delivery to Escrow Agent of Buyer's check for $25,000.00, of which
sum (a) $10,000  shall be an  addition  to the  Deposit  and applied  toward the
Purchase Price at Closing,  and (b) the remaining  $15,000.00 shall be an earned
extention fee to be released to Seller at Closing or upon Buyer terminating this
Contract pursuant to Section 13.C(b), or upon Buyer's default. The extention fee
is non-refundable  unless the transaction fails to close due to Seller's default
or  inability  to timely  deliver  good title to the  Property  or  pursuant  to
Sections 14 and 25. The extention fee is not to be applied to the Purchase Price
at Closing. If Site Plan Approval is obtained during the Second Extention, Buyer
shall be entitled to a maximum of up to two consecutive 30-day  postponements to
be 75 days after  obtaining  Site Plan Approval and the Closing under the second
30-day postponement to be 105 day after obtaining Site Plan Approval,

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<PAGE>

     upon notice given to Seller at least 15 days prior to  commencement of each
30-day  postponement  period,  together with delivery to escrow Agent of Buyer's
check for  $25,000.00  of which sum (a)  $12,500.00  shall be an addition to the
Deposit and applied toward the Purchase Price at Closing,  and (b) the remaining
$12,500.00  shall be an  earned  postponement  fee to be  released  to Seller at
Closing or upon Buyer's default. The postponement fees are non-refundable unless
the  transaction  fails to close due to Seller's  default or inability to timely
deliver good title to the Property.  The postponment  fees are not to be applied
to the Purchase Price at Closing.

         D. If Buyer fails to close after having  obtained  Site Plan  Approval,
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

         A. 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.

         B. 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 extention
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.

         C. 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 new 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

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<PAGE>
     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.

         D. 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.

     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,  contracts,  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 the 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 indemification 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 such
right 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 be  unreasonably  with held.
Notwithstanding  the  foregoing,  Buyer  shall  have the  right to  assign  this
Contract without  Seller's consent to a wholly-owned  affiliate or subsidiary of
Buyer or to any other entity in which Buyer is a principal.

     10. Maintenance. Between the Effective Date and Closing, the

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<PAGE>
     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  Representation  and Warranties.  Seller hereby represents and
warrants  to  Buyer  as of the  Effective  Date  and as of the  Closing  Date as
follows:

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

         b. 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.

         c. 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.

         d. There is 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.

         E. 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.

         F. 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, an
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, omitting,  emptying or dumping of hazardous material on the Property or
on the real property adjoining and/or contiguous to the Property.

         G. 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.

         H. Seller has not entered into any other existing

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<PAGE>
     agreements  for the sale,  conveyance,  assignment or other transfer of the
Property or any part of it.

         I. 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.

         J.  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.

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

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

         M. 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
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.

         N. 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.

         A.  Buyer  shall  have 45  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.

         B. If Buyer should  determine in its sole discretion and for any reason
that Buyer is no longer interested in purchasing the


                                       6
<PAGE>

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.

         A. 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").

         B. 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.

         C. If Site  Plan  Approval  is not  obtained  within  225 days from the
Effective  Date,  or during the First  Extention or the Second  Extention,  then
Buyer shall have the right to either:  (a) waive Site Plan Approval and complete
the purchase by  consummating  the Closing;  or (b) terminate this Contract,  in
which event the Deposit shall be returned to Buyer. The non-refundable extention
or postponement fees under Section 4.B. and C. are not part of the Deposit to be
returned to Buyer if Buyer terminates pursuant to (b) above.

     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 extention 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

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<PAGE>
     within  the 90 day  extention  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:

         A. Buyer has obtained Site Plan Approval for the Project.

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

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

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

     B. 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.

A. 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.  Real Estate taxes
shall be prorated on the closing

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<PAGE>
         Date base 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.

         C. 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.

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

         E.  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 that 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

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<PAGE>
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
whomsoever  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.   (The  foregoing  is  in  addition  to  any  extention  fee  or
postponement  fee payable to Seller  under  Section 4.) 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,  together with any extention fee
or  postponment  fee paid by Buyer  pursuant  to Section 4, as Buyer's  sole and
exclusive remedies.

     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 thereto,  and addressed as follows (or at such other
address as the addressee may from time to time advise in writing):

                     To Seller:
                     Royal Palm Beach Colony, Limited Partnership
                     c/o Randy Rieger
                     3225 Aviation Avenue #700
                     Miami, Florida  33133
                     Fax: 305-856-1475

                     with copy to:
                     Martin Shapiro, Esq.
                     767 Arthur Godfrey Road
                     Miami Beach, FL 33140


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<PAGE>

                 Fax: 305-538-0419

                  To Buyer:
                  EB Developers, inc.
                  Attn.: Elie Berdugo, President
                  7025 Beracasa Way
                  Suite 107
                  Boca Raton, Florida 33433

                  With copy to:
                  Kodsi and Eisenstein, P.A.
                  701 W.  Cypress Creek Rd.
                  Suite 302
                  Fort Lauderdale, Florida 33309
                  Fax: 954-771-9767

     24. Broker.  Seller has entered into a separate  agreement with RTL Realty,
Inc. and CB Schwaderer,  Inc., both licensed real estate brokers, for payment of
commissions upon Closing. Seller shall be Exclusively responsible for payment of
such  commissions  due said brokers.  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  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 Contract, due to the acts of the indemnifying party.

      25.  Condemnation.  At any time  prior to  Closing,  should  (I)  title of
possession of any part of the Property be 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 extention 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 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.

         A. This Contract shall be construed in accordance  with the laws of the
State of Florida. This Contract shall not be construed


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<PAGE>


more strongly  against either party regardless of which party is responsible for
its preparation.

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

         C.  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.

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

         E. 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(s) did not appear herein.

         F. 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.

         G.  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.

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

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

         J. 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.

     27. Radon Gas. Radon is a naturally occurring radioactive

gas that when  accumulated  in a building in sufficient  quantities  may present
health  risks to 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 be obtained from
your County public health unit.

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<PAGE>


      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 General Partner



                               Randy Rieger, as it's Authorized
                               Agent

                           Date: May 12, 2000

                           BUYER:

                           EB DEVELOPERS, INC.


                               Elie Berdugo, President

                           Date: May 8, 2000


                         ACKNOWLEDGEMENT OF ESCROW AGENT

      Escrow Agent hereby acknowledges  receipt from the Buyer of the Deposit in
the sum of  $50,000.00  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.

                               -----------------------------
                               Kodsi and Eisenstein, P.A.
                               Escrow Account


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