120



                     SEVERANCE AGREEMENT AND MUTUAL RELEASE

     This  SEVERANCE  AGREEMENT AND MUTUAL  RELEASE  ("Agreement"),  dated as of
January 16, 1996, by and between Cardinal Realty Services, Inc. (the "Company"),
and Michael F. Carbone ("Employee").

     WHEREAS,  the Company  and  Employee  are  parties to a certain  Employment
Agreement, dated as of June 30, 1992, as amended ("Employment Agreement");

     WHEREAS,  Employee and the Company have agreed that  Employee  shall resign
from all positions held with the Company,  and its affiliates,  subsidiaries and
related entities; and

     WHEREAS,  the Company and Employee  wish to resolve any and all matters and
issues  between  them  arising  from or relating to  Employee's  services to the
Company, including his resignation therefrom.

     NOW, THEREFORE, in return for good and valuable consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the Company  and  Employee
acknowledge and agree as follows:

     1. Resignation.  Employee hereby resigns from any and all positions he held
with the Company or its affiliated,  related and subsidiary entities, including,
but not limited to, his position as Vice President and Chief  Financial  Officer
of the  Company,  as well as any  position  as an officer  and  director  of any
subsidiaries of the Company, effective January 16, 1996.

     2. Payout and Severance  Period.  Employee will receive payment pursuant to
the terms of the Employment  Agreement and other severance benefits from January
16, 1996 through December 31, 1996 (the "Severance Period").

     3. Final Compensation and Severance Benefits.

          (a) The  Company  will pay  Employee  all amounts of  Employee's  base
     compensation  remaining  unpaid  under  the  Employment  Agreement  through
     December 31, 1996, less applicable tax withholdings,  which amount shall be
     paid in accordance  with the Company's past payroll  practices with respect
     to  Employee  for  the  duration  of  the  Severance  Period.  This  amount
     represents  payment in full of the Company's  obligations  to Employee with
     respect to base  compensation  under the terms of the Employment  Agreement
     which Employment Agreement is hereby terminated in all other respects.

          (b) Within ten (10)  business  days after the  expiration of the seven
     (7) day period  referred to in Section  15(e) of this  Agreement  following
     execution  of this  Agreement,  the Company  will pay Employee a cash bonus
     equal to fifty percent (50%) of Employee's annual base salary, this being a
     cash bonus in the amount of One Hundred Two Thousand Nine Hundred Fifty-two
     Dollars and Fifty Cents ($102,952.50), less applicable tax withholdings.


                                      -1 -



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                                      121





          (c) Within ten (10)  business  days after the  expiration of the seven
     (7) day period  referred to in Section  15(e) of this  Agreement  following
     execution of this  Agreement,  the Company will pay Employee an  additional
     cash bonus of Three Hundred Twenty-Five Thousand Dollars ($325,000).

          (d) The Company has  delivered  to Employee  Thirty One  Thousand  Six
     Hundred  Seventy-Eight  (31,678)  shares  of the  Company's  common  stock,
     without par value, as complete  satisfaction for any and all shares awarded
     to  Employee  under  the  Company's  Incentive  Equity  Plan,  free  of any
     forfeiture  provisions  or other  restrictions  imposed  under said Plan or
     Employee's award agreement thereunder. The Company will deliver to Employee
     any additional shares to which Employee may become entitled under the terms
     of said Plan.

     4. Additional  Consideration  for Execution and Delivery of this Agreement.
As additional consideration to support Employee's execution and delivery of this
Agreement and his promises and undertakings hereunder,  the Company will provide
Employee:

          (a) An  additional  cash  payment  in the  amount of One  Hundred  Two
     Thousand Nine Hundred Fifty-Two Dollars and Fifty Cents ($102,952.50), less
     applicable tax withholdings;

          (b)  Health  and  Dental  insurance,  as well as  Employee  Assistance
     Program  benefits,  at the Company's  expense,  through  February 18, 1996.
     Employee's benefits will terminate after that date, subject to any right to
     benefit continuation under the Comprehensive  Omnibus Budget Reconciliation
     Act.

          (c) Basic and optional life insurance benefits (not including optional
     life insurance  benefits  provided by Cincinnati  Life Insurance  Company),
     under the same terms and  conditions  that Employee  received such benefits
     during his employment, through February 29, 1996. Employee has the right to
     convert his basic life  insurance  coverage  to an  individual  policy,  at
     Employee's own expense,  within thirty (30) days from the date the coverage
     terminates  by  submitting  the  appropriate  conversion  form to Community
     National Life Insurance Company;

          (d) Any vested 401(k) Plan "Retirement Plan" benefits within eight (8)
     to ten (10) weeks after the end of the quarter in which Employee has ceased
     making contributions to the Retirement Plan (March, 1996). Employee will be
     required  to  complete  and  return  appropriate  election  forms  prior to
     disbursal of such  benefits as may be required by the terms of the Plan and
     applicable law; and

          (e)  A  loan  equal  to  the  amount  of  required   withholding   tax
     attributable to the exercise of non-qualified  stock options by Employee on
     or before  the date set forth in  Section 1 hereof,  which  loan shall bear
     interest at The Provident Bank prime rate and shall be repayable in full by
     Employee on or before twelve (12) months from the date of said loan.


                                      -2-




<PAGE>
                                      122




     5. Proxy.  Employee will execute and deliver to the Company his irrevocable
proxy in the form of  Exhibit A,  attached  hereto  and  incorporated  herein by
reference.  Employee  covenants  that he will not take any  action  designed  to
directly or  indirectly  defeat the intent of his  irrevocable  proxy,  it being
understood and agreed that so long as said proxy remains in effect Employee will
not  exercise  voting  power over any capital  stock of the  Company  within the
meaning of Rule 13d-3,  promulgated by the  Securities  and Exchange  Commission
under the Securities Exchange Act of 1934, as amended.  Notwithstanding anything
contained herein to the contrary or otherwise,  Employee shall have the right to
sell,  transfer,  or otherwise  dispose of any of all shares of Cardinal  common
stock held by  Employee,  at any time or from time to time (in  accordance  with
applicable  law),  but not with a view  toward  violating  Employee's  covenants
contained in the second sentence of this Section 5.

     6. Return of Equipment.  Employee will return all equipment,  if any, owned
by the Company,  including  but not limited to, a laptop  computer and dictation
equipment.

     7.  Consulting  Agreement.   Simultaneously  with  the  execution  of  this
Agreement,  the Company and Employee  will enter into a consulting  agreement in
the form of  Exhibit  B, a copy of which is  attached  hereto  and  incorporated
herein by reference.

     8. Release by Employee

          (a) Employee,  for himself and his  dependents,  successors,  assigns,
     heirs,  representatives,  attorneys,  executors and administrators (and his
     and their legal  representatives  of every  kind),  hereby  completely  and
     irrevocably  discharges and releases the Company, its officers,  directors,
     employees,  agents,   shareholders,   affiliates,   subsidiaries,   related
     entities, successors and assigns from any and all claims, demands, actions,
     causes of action and/or liability  whatsoever  involving any matter arising
     out of or in  any  way  related,  directly  or  indirectly,  to  Employee's
     employment  with the Company,  including any positions  with  subsidiary or
     affiliated  entities,  compensation  therefor,  or the termination thereof,
     including,  but not limited to, any claim for employment  discrimination in
     violation of Title VII of the Civil Rights Act of 1964, 42 U.S.C. ss.2000e,
     et seq., the Age  Discrimination  in Employment Act, 29 U.S.C.  ss.621,  et
     seq., the Americans with  Disabilities  Act, 42 U.S.C.  ss.12101,  et seq.,
     Ohio Revised Code ss.4112, Ohio Revised Code ss.4101 and any other federal,
     state  or  municipal  fair  employment  practice  or  discrimination  laws,
     statutes  or  ordinances,  arising at any time prior to and  including  the
     effective  date of this  Agreement.  Employee  agrees that he will not seek
     reinstatement or reemployment  with the Company or any affiliate thereof at
     any time in the  future.  This  release  shall not,  however,  apply to the
     obligations of the Company under this Agreement or under the  Non-Qualified
     Stock Option Agreement and Restricted  Shares Agreement between the Company
     and Employee.


                                      -3-



<PAGE>
                                      123




          (b)  Employee  further  agrees and  acknowledges  that he (i) has been
     advised by the Company to consult  with legal  counsel  prior to  executing
     this Agreement and the release provided for in this Section 8, (ii) has had
     an opportunity to consult with and has been advised by legal counsel of his
     choice, (iii) fully understands the terms of this Agreement and (iv) enters
     into this Agreement freely and voluntarily and intending to be bound.

     9.  Release  by the  Company.  The  Company,  on behalf  of itself  and its
affiliated,  related and subsidiary entities, successors and assigns (herein the
"Corporate  Releasors"),  hereby  releases,  dismisses  and  forever  discharges
Employee, his successors, assigns, heirs, representatives,  attorneys, executors
and administrators  from any and all claims,  demands,  damages,  actions and/or
causes of action of any kind and every  description,  whether  known or unknown,
which the Corporate  Releasors now have or may have had for, upon, or by reasons
of any cause  whatsoever,  against  Employee.  This release shall not,  however,
apply to the  obligations of Employee  arising under this Agreement or under the
Non-Qualified Stock Option Agreement and Restricted Shares Agreement between the
Company  and  Employee.  The  Company  acknowledges  that no monies  are owed by
Employee  to  the  Company  under  any  loan  program  of  the  Company  or  its
subsidiaries or affiliates.

     10. Continued Availability and Cooperation.

          (a)  Employee  shall  cooperate  fully with the  Company  and with the
     Company's  counsel in  connection  with any  present  and future  actual or
     threatened  litigation or administrative  proceeding involving the Company,
     its affiliated,  related or subsidiary entities,  its officers,  directors,
     shareholders,  employees, agents and representatives, and its successors or
     assigns  that  relates to events,  occurrences  or  conduct  occurring  (or
     claimed to have occurred) during the period of Employee's employment by the
     Company other than with respect to any action relating to this Agreement.

          (b) Employee shall be reimbursed by the Company for reasonable travel,
     lodging,  telephone and similar  expenses  incurred in connection with such
     cooperation,  which the Company  shall  reasonably  endeavor to schedule at
     times not conflicting  with the reasonable  requirements of Employee or any
     future  employer of Employee  or with the  requirements  of any third party
     with whom Employee has a business  relationship that provides  remuneration
     to Employee.  Employee shall not unreasonably withhold his availability for
     such cooperation.

     11. Successors and Binding Agreement.

          (a) This  Agreement  shall be binding upon and inure to the benefit of
     the Company and any  successor  of or to the  Company,  including,  without
     limitation,   any  persons   acquiring   directly  or  indirectly   all  or
     substantially  all of the business  and/or assets of the Company whether by
     purchase,  merger,  consolidation,  reorganization  or otherwise  (and such


                                      -4-



<PAGE>
                                      124





     successor  shall  thereafter  be deemed  included in the  definition of the
     Company for the  purposes of this  Agreement),  but shall not  otherwise be
     assignable or delegable by the Company.

          (b) This Agreement shall inure to the benefit of and be enforceable by
     Employee, his personal or legal representatives, executors, administrators,
     successors, heirs, distributees and/or legatees.

          (c) This  Agreement  is  personal in nature and neither of the parties
     hereto shall, without the consent of the other party,  assign,  transfer or
     delegate this  Agreement or any rights or obligations  hereunder  except as
     expressly provided in Sections 11(a) and 11(b) of this Agreement.

          (d) This Agreement is intended to be for the exclusive  benefit of the
     parties  hereto,  and except as provided in subsection  (a) of this Section
     11, no third party shall have any rights hereunder.

     12. Confidentiality and Statements to Third Parties.

          (a) Except as otherwise required by law, regulation, or legal process,
     or except with the prior written consent of the Company,  Employee will not
     disclose  the terms of this  Agreement  to anyone other than members of his
     immediate family, his accountants, or his legal advisors, as necessary, and
     Employee will require that they and their agents take all reasonable  steps
     to maintain  the  confidentiality  hereof.  Unless  otherwise  agreed to in
     writing by Employee and except as otherwise required by law, regulation, or
     legal  process,  the Company will disclose the terms of this Agreement only
     to such of its  officers,  directors,  and  employees of the  Company,  the
     Company's legal advisors and accountants,  and other third parties who have
     a genuine business interest or need in learning such information.

          (b) Neither  Employee nor the Company  shall,  directly or indirectly,
     make or cause to be made any statements to any third parties criticizing or
     disparaging the other or commenting  adversely on the character or business
     reputation of the other,  but this provision shall not limit the ability or
     responsibility  of either party to respond to the best of its  knowledge to
     administrative  or  regulatory  inquiries  or to testify to the best of its
     knowledge in legal proceedings.

          (c)  Employee  agrees  not to  disclose,  divulge,  discuss,  copy  or
     otherwise use or suffer to be used in any manner,  in competition  with, or
     adverse  to  the  interests  of,  the  Company  or  any  of  the  Company's
     subsidiaries,  affiliates  or related  entities,  customer  lists,  product
     research,  pricing  information,  the Company's  trade secrets or any other
     information  that would provide the Company's  competitors with information
     about the Company's methods,  goals, or customers, it being acknowledged by
     Employee that all such information regarding the Company's business and the
     Company's  subsidiaries,   affiliates  and  related  entities  compiled  or
     obtained by, or furnished to,  Employee  while  Employee was employed by or


                                      -5-



<PAGE>
                                      125





     associated with the Company is  confidential  information and the Company's
     exclusive property.

     13.  Notices.  For all  purposes  of  this  Agreement,  all  communications
provided  for herein  shall be in writing  and shall be deemed to have been duly
given when  delivered,  addressed  (a) to the Company (to the  attention  of the
Chief  Executive  Officer at its  principal  executive  offices  located at 6954
Americana  Parkway,  Reynoldsburg,  Ohio  43068,  and  (b)  to  Employee  at his
principal residence at One Oakledge Road, Bronxville, New York 10708, or to such
other address as either party may have  furnished to the other in writing and in
accordance  herewith.  Notices of change of address shall be effective only upon
receipt.

     14.   Governing  Law.  The  validity,   interpretation,   construction  and
performance of this Agreement (and every other issue arising hereunder) shall be
governed  by the  laws of the  State  of  Ohio,  without  giving  effect  to the
principles of conflict of laws of such state.

     15.  Miscellaneous.   The  Company  and  Employee  hereby  acknowledge  and
understand that:

          (a) Each has had the  opportunity  to review and consider the terms of
     this Agreement for a period of forty-five (45) days;

          (b) Each has had the  opportunity to receive  counsel  regarding their
     respective rights, obligations and liabilities;

          (c) Nothing in this Agreement is or shall be construed as an admission
     by the  Company  or the  Employee  of any  breach of any  agreement  or any
     intentional  or  unintentional  wrongdoing  of any nature  with  respect to
     either party;

          (d) Neither  Employee  nor the  Company  has made any  representations
     concerning  the  terms  or  effects  of this  Agreement  other  than  those
     contained  in this  Agreement,  and this  Agreement  may not be modified or
     terminated orally;

          (e) The terms of this Agreement are not effective or enforceable until
     seven (7) days after its execution, during which period Employee may revoke
     this Agreement;

          (f) The Company provided Employee,  at the beginning of the forty-five
     (45) day  period  referred  to in  subparagraph  (a)  above,  a list of the
     individuals being offered similar severance packages in connection with the
     termination of such individuals'  employment,  and the eligibility  factors
     and time limits  applicable to the severance  packages  being  offered.  In
     addition,  Employee has been informed,  at the same time, of the job titles
     and ages of those being offered similar severance  packages and the ages of
     all  individuals in the same job  classification  not being offered similar
     severance packages.


                                   -6-



<PAGE>
                                      126





          (g) It is the  Company's  view  that the  benefits  provided  Employee
     herein  are in  excess  of the  benefits  to which he  would  otherwise  be
     contractually entitled as of the date of this Agreement;

          (h) The death or  disability  of Employee  following  the execution of
     this  Agreement  shall not affect or revoke  this  Agreement  or any of the
     obligations  of the parties  hereto.  No provision of this Agreement may be
     modified,  waived  or  discharged  unless  such  waiver,   modification  or
     discharge is agreed to in writing  signed by Employee  and the Company.  No
     waiver by either  party hereto at any time of any breach by the other party
     hereto or compliance  with any condition or provision of this  Agreement to
     be  performed  by such other  party  shall be deemed a waiver of similar or
     dissimilar  provisions  or  conditions  at  the  same  or at any  prior  or
     subsequent  time.  No  agreements  or  representations,  oral or otherwise,
     expressed or implied,  with respect to the subject  matter hereof have been
     made  by any of the  parties  that  are  not set  forth  expressly  in this
     Agreement  and  every  one of them (if,  in fact,  there  have been any) is
     hereby terminated  without liability or any other legal effect  whatsoever;
     and

          (i)  Except  as  provided  for in  this  Agreement  and  in a  certain
     Consulting  Agreement between the Company and Employee dated as of the date
     of this Agreement,  all  compensation  and other payments due Employee as a
     result  of his  employment  with the  Company  have  been  paid in full and
     Employee is not entitled to any additional salary,  bonus or other payments
     whatsoever.

     16. Entire Agreement. This Agreement (together with the other documents and
supporting  information  delivered  simultaneously  herewith,  including without
limitation,  said Consulting  Agreement)  shall  constitute the entire agreement
among the parties  hereto with  respect to the subject  matter  hereof and shall
supersede  all prior verbal or written  agreements,  covenants,  communications,
understandings,  commitments,  representations  or  warranties,  whether oral or
written,  by any party hereto or any of its  representatives  pertaining to such
subject matter.

     17.  Validity.  The validity or  unenforceability  of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement which shall nevertheless remain in full force and effect.

     18.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.

     19.  Captions  and Section  Headings.  Captions and section  headings  used
herein are for  convenience  and are not part of this Agreement and shall not be
used in construing it.


                                      -7-



<PAGE>
                                      127





     20.  Further  Assurances.  Each party hereto shall execute such  additional
documents,  and do such additional things, as may reasonably be requested by the
other party to effectuate the purposes and provisions of the Agreement.

     IN WITNESS  WHEREOF,  the undersigned  parties have hereunto  executed this
Severance  Agreement  and  Mutual  Release  as of the day and date  first  above
written.

                                     CARDINAL REALTY SERVICES, INC.

                                     By: /s/ John Bartling, Jr.
                                         ------------------
                                         John Bartling, Jr.

                                     Its:  President and Chief Executive Officer


                                     /s/ Michael F. Carbone
                                         ------------------
                                         MICHAEL F. CARBONE


                                       -8-



<PAGE>
                                      128







                                              CARDINAL REALTY SERVICES, INC.
                                              6954 Americana Parkway
                                              Reynoldsburg, Ohio 43068


July 1, 1996



Dear Michael:

         In connection with the  termination of your employment  effective as of
January 16, 1996,  attached is a Severance  Agreement  and Mutual  Release which
includes a severance  package  providing  for salary and  benefit  continuation.
However,  in order to receive the enhanced severance package outlined,  you will
be required to execute the Severance Agreement and Mutual Release.

         By entering into the Severance  Agreement and Mutual Release,  you will
be specifically  waiving and releasing all rights you may have against  Cardinal
Realty  Services,  Inc.  including,  but not limited to, any rights you may have
under  the Age  Discrimination  in  Employment  Act.  Before  entering  into the
Severance  Agreement  and Mutual  Release,  you are  advised to consult  with an
attorney. By law you must be afforded 45 days in which to consider the Severance
Agreement and Mutual Release.  Thus, the opportunity to enter into the Severance
Agreement and Mutual  Release shall remain  available to you through  August 15,
1996.

         In  addition,  the law  requires  that we give you certain  information
regarding  the  severance  package  and who is  eligible  for the same.  Similar
severance  packages are being  offered to those Vice  Presidents  being asked to
resign.  Only those Vice Presidents being asked to resign are being offered such
packages.  As  noted  previously,  you  have  forty-five  (45)  days in which to
consider this severance offer. As you are aware,  there are six Vice Presidents.
Four Vice Presidents are being offered a severance  package.  Their ages are 48,
49,  56,  and 56.  The two Vice  Presidents  not being  offered  such  severance
packages are ages 43 and 44.

         If you have any questions, please do not hesitate to contact me.

                                               Sincerely yours,


                                           /s/ John B. Bartling, Jr.,
                                               Chief Executive Officer


                                      -4 -


<PAGE>
                                      129




July 1, 1996



Cardinal Realty Services, Inc.
6954 Americana Parkway
Reynoldsburg, Ohio 43068
Attention: John B. Bartling, Jr.


Dear John:

         I  understand I have 45 days to consider  the  severance  offer made by
Cardinal  Realty  Services,  Inc., but I wish to waive the right to consider its
offer for this period of time. I have thoroughly reviewed the offer,  understand
it, and wish to accept it immediately.

Sincerely,


/s/ Michael F. Carbone
    ------------------
    Michael F. Carbone


                                      -5 -


<PAGE>
                                      130





                                IRREVOCABLE PROXY


     The undersigned hereby irrevocably appoints ___________________________ and
______________________________ or either of them, each with the power to appoint
h___  substitute,  as proxies of the  undersigned to vote and give consents with
respect to all shares of the Common Stock, without par value, of Cardinal Realty
Services, Inc., an Ohio corporation ("Cardinal"), which the undersigned would be
entitled to vote now or hereafter,  as fully as the  undersigned  could vote and
give  consents  in person at any annual or special  meeting of  shareholders  of
Cardinal  or with  respect  to any  actions  taken  by the  written  consent  of
shareholders  of  Cardinal,  upon  any  and  all  matters  to  come  before  the
shareholders of Cardinal.

     The undersigned  hereby  acknowledges that this proxy is irrevocable and is
given for  consideration and is coupled with an interest,  to-wit:  Cardinal and
the undersigned have on this date entered into a Severance  Agreement  providing
for the payment of monies and other benefits to the undersigned in exchange for,
inter alia, this proxy.

         This  proxy  has been  made and  given at  Columbus,  Ohio and shall be
interpreted  in accordance  with the laws of the State of Ohio,  without  giving
effect to the conflict of law provisions thereof.  This proxy shall be in effect
irrevocably until the earlier of (i) a sale of all of the  undersigned's  shares
of Cardinal  Common Stock (at a time when the  undersigned has no unexercised or
unexpired  options or other rights to purchase  Cardinal  Common  Stock) in good
faith to a bona fide  purchaser;  or (ii) the later of three (3) years  from the
date hereof or the date of the final adjournment of Cardinal's annual meeting of
shareholders held in 1999.

         IN WITNESS  WHEREOF,  the  undersigned  has  hereunto set his hand this
1st day of July, 1996.



                      /s/ Michael F. Carbone
                          ------------------
                          MICHAEL F. CARBONE









                                   EXHIBIT "A"



<PAGE>
                                      131



                              CONSULTING AGREEMENT


     THIS  CONSULTING  AGREEMENT  ("Agreement")  is made as of the  16th  day of
January,  1996,  by  and  between  CARDINAL  REALTY  SERVICES,   INC.,  an  Ohio
corporation (the "Company") and MICHAEL F. CARBONE ("Consultant").

     WHEREAS,  the  Company  desires  to  secure  for  itself  the  services  of
Consultant by retaining  Consultant  as a consultant  to the Company,  under the
terms and conditions set forth herein;

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained herein, the parties hereto agree as follows:

     1. Consulting Services;  Availability. For a one-year period beginning June
____, 1996,  unless mutually extended by the parties in writing (the "Consulting
Period"),  the Company  shall  retain  Consultant  as a  part-time,  independent
consultant with respect to the Company's finances and business. Consultant shall
perform  such  consulting  services  in  such a  manner  and on  such  dates  as
Consultant and Company agree.  During the Consulting  Period,  Consultant  shall
make himself available to the Company no less than twelve (12) hours each thirty
(30) day period (the "minimum  service  requirement")  to render such advice and
assistance  regarding  financial  and  business  matters  as may  be  reasonably
requested of Consultant by the Company.

     2. Consulting Payments.

          (a) In  consideration  of the services to be  performed by  Consultant
     pursuant to the  provisions of Paragraph 1 above,  the Company shall pay to
     Consultant,  concurrently with the execution of this Agreement,  the sum of
     One Hundred Fifty Thousand Dollars ($150,000).

          (b) In  addition  to the  amount  payable  in  Paragraph  2(a)  above,
     Consultant  shall be paid an incentive  fee ("Fee")  based on the amount of
     any financings  obtained by Company from any financing sources solicited by
     Consultant  and  presented to Company by  Consultant  after the date hereof
     which financings are completed  during the Consulting  Period or within one
     year  thereafter.  The Fee shall be paid at the closing and initial funding
     of each financing.  The Fee for any financing shall be at then market rates
     as agreed upon between Company and Consultant.  Consultant shall obtain and
     keep  all  state or  federal  licenses,  if any,  that  are  necessary  for
     Consultant lawfully to be paid any Fee under this Paragraph 2(b).

     3. Expense Reimbursement. During the Consulting Period, Consultant shall be
entitled to reimbursement of all expenses  reasonably  incurred by Consultant in
connection with Consultant's  performance of consulting  services hereunder (but
no  expenses  under  paragraph  2(b)  hereof  shall be  incurred  without  first
obtaining  Company's written approval),  provided that Consultant submits to the
Company invoices or other documentary verifications of the amounts thereof.

     4.  Death or  Permanent  Disability.  In the  event  of death or  permanent
disability of Consultant  during the one year  consulting  period referred to in
Paragraph 1 above,  Consultant  or his estate shall have no obligation to return
or refund to the Company the payment to Consultant

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provided  for  in  Paragraph  2(a)  above.   For  purposes  of  Paragraph  2(b),
Consultant's  death or  permanent  disability  shall not  affect  the  Company's
obligation to pay any Fee earned thereunder as described in said Paragraph 2(b),
and the Consulting  Period,  for such purposes,  shall be deemed to continue for
the full one year period thereof.

     5. Assignment. Without the written consent of the Company, Consultant shall
have no right to assign or  otherwise  transfer  any rights  created  under this
Agreement.  This Agreement shall be binding upon, and shall inure to the benefit
of, the Company and its successors and assigns,  and Consultant and Consultant's
legal representatives, heirs, successors and permitted assigns.

     6. Relationship. The Company and Consultant expressly acknowledge and agree
that the consulting  services to be provided by Consultant  under this Agreement
shall be performed as an independent contractor, and not as an agent or employee
of the  Company.  The parties  also  expressly  acknowledge  and agree that with
respect to any payments made to Consultant hereunder, the Company shall not: (i)
withhold or pay FICA or other Federal, state, or local income or other taxes; or
(ii) comply with or contribute to state worker's  compensation,  unemployment or
other funds or  programs.  The  Company  shall make all  appropriate  filings in
connection with the payment of any monies hereunder to the Consultant  including
the filing of Form 1099.  Consultant  also  acknowledges  that as an independent
contractor Consultant will not be given the right to participate in any employee
benefit or  insurance  plan or any other plan or other fringe  benefit  which is
maintained,  established or provided by the Company for its  employees.  Nothing
herein,   however,  shall  be  construed  to  adversely  affect  the  rights  of
Consultant,  or relieve  the  Company  of any  obligations  under the  Severance
Agreement  and Mutual  Release  dated the date  hereof,  between the Company and
Employee (the "Severance Agreement").

     7. Arbitration. Any controversy or claim arising out of or relating to this
Agreement,  or the breach thereof, shall be settled by arbitration in accordance
with the Rules of the American  Arbitration  Association  then pertaining in the
City of Columbus, Ohio and judgment upon the award rendered by the Arbitrator or
Arbitrators  may be  entered  in any  Court  having  jurisdiction  thereof.  The
Arbitrator  or  Arbitrators  shall be  deemed  to  possess  the  powers to issue
mandatory orders and restraining orders in connection with such arbitration.

     8. Governing Law. This Agreement  shall be construed in accordance with and
governed by the laws of the State of Ohio, without giving effect to the conflict
of laws provisions thereof.

     9. Entire Agreement. This Agreement, together with the Severance Agreement,
constitutes the entire agreement  between the parties hereto with respect to the
subject matter hereof, and supersedes all prior and  contemporaneous  written or
oral  conversations,  agreements or  discussions  concerning  the subject matter
hereof.

     10.  Validity.  The validity or  unenforceability  of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement which shall nevertheless remain in full force and effect.

     11.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.

     12.  Captions  and Section  Headings.  Captions and section  headings  used
herein are for  convenience  and are not part of this Agreement and shall not be
used in construing it.

     13.  Further  Assurances.  Each party hereto shall execute such  additional
documents,  and do such additional things, as may reasonably be requested by the
other party, to effectuate the purposes and provisions of the Agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                        CARDINAL REALTY SERVICES, INC.

                                        By:  /s/ John B. Bartling, Jr.
                                             -------------------------
                                                 John B. Bartling, Jr.

                                        Its: President and
                                             Chief Executive Officer

                                               /s/  Michael F. Carbone
                                                    ------------------
                                                    Michael F. Carbone

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