105


                     SEVERANCE AGREEMENT AND MUTUAL RELEASE

     This  SEVERANCE  AGREEMENT AND MUTUAL  RELEASE  ("Agreement"),  dated as of
September  4,  1996,  by  and  between  Cardinal  Realty  Services,   Inc.  (the
"Company"), and David P. Blackmore ("Employee").

     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 Executive Vice President and Chief Financial
Officer of the Company and Plan  Administrator of the Company's Pension Plan and
401(k)  Savings  Plan, as well as any position as an officer and director of any
subsidiaries of the Company, effective October 31, 1996.

     2.  Severance  Period.  Employee will receive the  severance  benefits from
November 1, 1996 through July 31, 1997 (the "Severance Period"), as specified in
this Agreement.

     3.  Final Compensation and Severance Benefits.

          (a) The Company will pay Employee  severance  pay in the amount of One
          Hundred  Twelve  Thousand  Five  Hundred  Dollars   ($112,500),   less
          applicable tax withholdings,  which amount shall be paid in accordance
          with the Company's  normal  payroll  practices for the duration of the
          Severance Period. This amount represents seventy-five percent (75%) of
          Employee's annual base salary at the time of his resignation.

          (b) The  Company  shall pay to  Employee  eighty-three  and  one-third
          percent  (83 1/3%) of  Employee's  Cash Bonus (as  defined  below) and
          Stock Bonus (as defined  below) for the 1996 fiscal  year,  if earned,
          computed as follows:

               (i) The Company will pay to Employee a cash bonus ("Cash  Bonus")
               determined on the basis of the increase, if any, of the Company's
               consolidated  earnings before interest,  taxes,  depreciation and
               amortization,   determined  upon  the  application  of  generally
               accepted accounting principles, consistently applied, and subject
               to the  independent  audit of the Company's  consolidated  income
               statement for the 1996 fiscal year by the  Company's  independent
               certified  public  accountants  ("EBITDA")  when  compared to the
               Company's  EBITDA for its immediately  preceding fiscal year (the
               "Comparison  EBITDA") and measured as a percentage  of Comparison
               EBITDA, as follows:


                                      -1 -

<PAGE>
                                      106



                                          Cash Bonus Expressed as
EBITDA expressed as Percentage            Percentage of Base
of Comparison EBITDA                      Compensation
------------------------------            -------------------------------------

up to 103%                                0

greater than 103% up to 110%              Percentage Increase in Comparison
                                          EBITDA multiplied by 1.5;
                                          plus, if applicable

greater than 110% up to 120%              Additional Percentage Increase in
                                          Comparison EBITDA (above 110%)
                                          multiplied by 2; plus, if applicable

greater than 120%                         Additional Percentage Increase in
                                          Comparison EBITDA multiplied by
                                          2.5; provided, however, the Cash
                                          Bonus shall not exceed 60% of
                                          Base Compensation

                    (ii) For  purposes of  determining  the Cash Bonus,  if any,
               payable to Employee on account of the Company's 1996 fiscal year,
               Employee and the Company  acknowledge  and agree that  Employee's
               1996 Base  Compensation  is equal to One Hundred  Fifty  Thousand
               Dollars ($150,000) and Comparison EBITDA equals $9,072,649.

                    (iii)  Employee's  Cash Bonus due under  subsections (i) and
               (ii) above shall be paid within  thirty (30) days after EBITDA is
               calculated  from the  applicable  final  audited  year end income
               statements,  of the  Company,  but no later  than the date a cash
               bonus is paid to any of the  Company's  executive  officers  (the
               "Bonus Payment Date").

                    (iv) In addition to the Cash Bonus,  for the Company's  1996
               fiscal year, the Company grants to Employee a stock bonus ("Stock
               Bonus") payable in shares of the Company's common stock,  without
               par value (the "Common Stock"), in accordance with and subject to
               the  Company's  Incentive  Equity  Plan,  as amended.  The dollar
               amount of the Stock Bonus will be determined on the same basis as
               the Cash Bonus (including the limitations set forth in subsection
               (ii) above), except that the dollar value of the Stock Bonus as a
               percentage of Base Compensation will be as follows:


                                      -2 -


<PAGE>
                                      107



EBITDA expressed as Percentage               Dollar Value of Stock
of Comparison EBITDA                         Bonus Expressed as Percentage
------------------------------               of Base Compensation
                                             -----------------------------

up to 103%                                   0

greater than 103% up to 105%                 Equivalent to Percentage Increase
                                             in Comparison EBITDA;
                                             plus, if applicable

greater than 105% up to 110%                 Additional Percentage Increase in
                                             Comparison EBITDA multiplied by
                                             2; plus, if applicable

greater than 110%                            Additional Percentage Increase in
                                             Comparison EBITDA  multiplied by
                                             3; provided, however, the Stock
                                             Bonus shall not exceed 30% of
                                             Base Compensation

                    (v) The  number  of  shares  constituting  the  Stock  Bonus
               payable to Employee will be determined by dividing (A) the dollar
               value of the Stock Bonus  determined in accordance with the table
               above by (B) the closing price of the  Company's  Common Stock on
               the NASDAQ  National  Market System,  or if the Company's  Common
               Stock is not listed or  admitted to trading in such  system,  the
               principal securities exchange on which the Company's Common Stock
               is listed or admitted to trading on December 31, 1996.  Any Stock
               Bonus which  Employee  is  entitled  to receive  from the Company
               shall  be  issued  on the  same  date  as  the  Cash  Bonus.  The
               provisions  of the Company's  Incentive  Equity Plan, as amended,
               regarding fractional shares will apply to the Stock Bonus.

               (c) The  Company  shall award to Employee  two  thousand  (2,000)
          shares of the Company's Common Stock on the Bonus Payment Date.

               (d) The  Company  will  pay  Employee  any 1996  accrued,  unused
          vacation and discretionary time, determined as of October 31, 1996.

               (e) Salary and benefits  shall be  available to Employee  through
          October 31, 1996.

     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
to Employee:

               (a) Health and dental insurance,  as well as Employee  Assistance
          Program benefits, at the Company's expense, through November 30, 1996.
          Employee's benefits will

                                      -3 -


<PAGE>
                                      108



         terminate after that date, subject to any right to benefit continuation
         under the Comprehensive Omnibus Budget Reconciliation Act;

               (b) Executive  outplacement  services  through  Right  Associates
          until such time as Employee  has been placed in a position  reasonably
          comparable  to his position  with the  Company.  Such  services  shall
          include,  but are not limited to, career assessment,  determination of
          career   objectives,   career  transition   campaign  design,   career
          transition  campaign  execution,  financial  consultation  and support
          services;

               (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  November  30,  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 benefits  under the Company's  401(k) Savings Plan within
          ten (10) business days of Employee's written request. Employee will be
          required to complete and return  appropriate  election  forms prior to
          disbursal of such benefits;

               (e) A loan equal to the amount of withholding tax attributable to
          (i) the exercise of  non-qualified  stock options by Employee and (ii)
          the awards of the Company's  Common Stock under  Sections 3(b) and (c)
          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 such loan;

               (f) A Consulting  Agreement to be entered into by the Company and
          Employee  contemporaneously  herewith, which provides for a payment by
          the Company to Employee of Fifty Thousand Dollars ($50,000), which sum
          shall be paid at  Employee's  option,  in (i) lump sum on  January  2,
          1999,  or (ii)  nine (9)  equal  monthly  installments  commencing  on
          November 1, 1996;

               (g) An extension of the termination date of Employee's  option to
          purchase four thousand three hundred  seventy-eight  (4,378) shares of
          the  Company's  Common Stock issued in  connection  with the Trustee's
          Second  Employee  Retention  Plan at an  exercise  price of $1.42  per
          share, until January 3, 1997; provided,  however,  that if Employee is
          in possession of material nonpublic  information regarding the Company
          on such date,  the  termination  date of such  option will be extended
          until the second day of the next Open Trading Window, as defined under
          the Company's Insider Trading Compliance Policy; and

               (h) An unlimited  amount of time to interview  for, or accept and
          perform,  for new employment,  provided that Employee has obtained the
          prior approval of the Company's President.


                                      -4 -


<PAGE>
                                      109



     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.  By way of example,  but
not by way of limitation, Employee will not transfer any voting capital stock of
the Company to any person or entity (other than a "regular way" over-the-counter
or stock exchange sale through a registered broker-dealer) without first causing
such person or entity to execute and deliver to the Company an irrevocable proxy
substantially  in the form of said Exhibit "A". An exception will be allowed for
bona fide gifts of a nominal number of shares.

     6. Return of Equipment.  Employee  will return all  equipment  owned by the
Company,  including but not limited to dictation equipment.  Employee may retain
the laptop  computer  currently  in his  possession  so long as he  returns  all
confidential information on such computer to the Company.

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

     8. Release by Employee.

               (a) Except as  provided  below,  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  affiliate  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
          Chapter  4112,  Ohio Revised Code Chapter 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.  Nothing in this Section 8(a) shall
          be deemed to  constitute  Employee's  release of the Company  from its
          express  obligations to indemnify  Employee under any provision of the
          Company's  Articles  of  Incorporation  or  Regulations  or under  any
          written contract of indemnification  between the Company and Employee,
          and such obligations shall remain unimpaired by this Section 8(a).


                                      -5 -


<PAGE>
                                      110



               (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,  if any,  arising under this Agreement or
under the  Non-Qualified  Stock Option Agreement and Restricted Shares Agreement
between  the Company  and  Employee.  Any monies owed by Employee to the Company
under any loan program may be set off against any of the  Company's  obligations
under this Agreement.

     10. Continued Availability and Cooperation.

               (a) Employee shall cooperate reasonably 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.

               (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
          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 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.

                                      -6 -


<PAGE>
                                      111



               (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 none of the parties
          hereto  shall,  without  the  consent  of the other  parties,  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 Section  11(a) of this
          Agreement, no third party shall have any rights hereunder.

     12. Confidentiality and Statements to Third Parties.

               (a) Except as otherwise required by law and except to the extent,
          and only to the extent,  that the Company has publicly  disclosed  the
          terms of this  Agreement,  Employee  will not  disclose  the  terms of
          Sections 3 through 9 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, except as
          otherwise  required by law, and the Company will disclose the terms of
          this  Agreement  only to those  persons  (including  employees  of the
          Company)   with  a  genuine   business   interest  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 contrary 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  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
Director,  Human Resources) at its principal  executive  offices located at 6954
Americana Parkway, Reynoldsburg, Ohio 43068, and (b) to Employee at

                                      -7 -


<PAGE>
                                      112



his  principal  residence,  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 was provided with the opportunity to review and consider
          the terms of this  Agreement for a period of twenty-one  (21) days and
          Employee has knowingly and voluntarily waived that opportunity;

               (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  of any  breach  of  any  agreement  or any
          intentional or unintentional wrongdoing of any nature;

               (d)   Neither   Employee   nor  the   Company   have   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 benefits  provided  Employee  herein are in excess of the
          benefits as to which he would otherwise be entitled;

               (g) 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,  except for  obligations  of
          Employee  under Section 10(a) hereof.  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 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


                                      -8 -


<PAGE>
                                      113



               (h) Except as provided for in 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) 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.

     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 B. Bartling, Jr.
                                             -------------------------
                                        Print Name:  John B. Bartling, Jr.

                                        Its:  President and
                                              Chief Executive Officer



                                        /s/ David P. Blackmore
                                            ------------------
                                            DAVID P. BLACKMORE





                                      -9 -


<PAGE>
                                      114


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

September 4, 1996



Dear David:

     In connection with your resignation from employment  effective  October 31,
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. Before entering into the Severance  Agreement and Mutual
Release,  you are  advised  to  consult  with an  attorney.  By law you  must be
afforded  21 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 21 days from the date of this
letter.

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


     Sincerely yours,

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

     Chief Executive Officer


                                      -10 -


<PAGE>
                                      115


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


Dear John:

     I  understand  I have 21 days  to  consider  the  severance  offer  made by
Cardinal Realty Services, Inc. (the "Company"), 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.

     Acceptance is based on the following conditions:

         (i)      I have been  advised  by legal  counsel  of the  Company  that
                  shares   subject  to  the  awards  defined  in  the  Severance
                  Agreement and Mutual  Release  between the Company and me (the
                  "Agreement")  will be promptly  registered with the Securities
                  and Exchange Commission; and

         (ii)     I have been  advised by legal  counsel of the Company that the
                  Irrevocable  Proxy  attached  as an exhibit  to the  Agreement
                  ceases to apply ipso facto to any shares  immediately upon any
                  permitted dispositions.

Sincerely,

/s/ David P. Blackmore
----------------------
    David P. Blackmore




                                      -11 -


<PAGE>
                                      116



                                    EXHIBIT A


                                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.  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 in a manner  described in
paragraph (f) of Rule 144 under the Securities Act of 1933 and the expiration of
a one (1) year period  following such sale during which the  undersigned has not
acquired  any  additional  shares  of  Cardinal  Common  Stock in  excess of the
undersigned's  shares of Cardinal Common Stock held on the date hereof;  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 4th day
of September, 1996.


                                            /s/ David P. Blackmore
                                                ------------------
                                                DAVID P. BLACKMORE




                                      -12 -


<PAGE>
                                      117



                                    EXHIBIT B

                              CONSULTING AGREEMENT


     THIS CONSULTING AGREEMENT  ("Agreement") is made this 4th day of September,
1996, by and between  CARDINAL REALTY  SERVICES,  INC., an Ohio corporation (the
"Company") and DAVID P. BLACKMORE ("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; and

     WHEREAS, the Company and Consultant are  contemporaneously  entering into a
Severance  Agreement and Mutual Release,  for which the payments hereunder shall
serve as partial consideration;

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

     1. Consulting Services;  Availability. For a nine-month period beginning on
the November 1, 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,  within
reason,  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.
For each hour of  service  in excess of the  Minimum  Service  Requirement,  the
Company  shall pay  Consultant  One  Hundred  Fifty  ($150) per hour;  provided,
however,  Consultant  shall not  perform  any  services in excess of the Minimum
Service Requirement without the prior written instruction of the Company's Chief
Executive Officer.

     2. Consulting Payments. In consideration of the services to be performed by
Consultant  pursuant to the  provisions of Paragraph 1 above,  the Company shall
pay to Consultant the sum of Fifty Thousand Dollars ($50,000),  payable in (i) a
lump sum on  January  2,  1997 or (ii)  nine  (9)  equal  monthly  installments,
commencing November 1, 1996.

     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.




                                      -1 -


<PAGE>
                                      118




     4. Termination.

               (a) The engagement of Consultant under this Consulting Agreement,
          and the term  hereof,  may be  terminated  by Company for cause at any
          time by action of the Board of  Directors.  For purposes  hereof,  the
          term "cause" shall mean:

                    (i) any act of fraud,  dishonesty,  willful  misconduct,  or
               other  intentional  act that is wrongful and  detrimental  to the
               interests of Company; or

                    (ii)   Consultant's   material  breach  of  this  Consulting
               Agreement.

               (b) The engagement of Consultant under this Consulting Agreement,
          and the term  hereof,  shall be  terminated  on the death or permanent
          disability of Consultant.  For these  purposes,  permanent  disability
          shall be  deemed to occur  after  ninety  (90)  days in the  aggregate
          during any consecutive  twelve (12) month period,  or after sixty (60)
          consecutive  days,  during which, as the case may be, Consultant shall
          have  been  unable to  discharge  his  duties  under  this  Consulting
          Agreement by reason of his physical or mental disability or illness.

               (c)  Upon  any  such  termination  Consultant  or his  estate  or
          personal representative, as the case may be, shall be entitled only to
          accrued but unpaid compensation up to the date of such termination and
          Company  shall have no further  obligation  to  Consultant  under this
          Consulting Agreement.

     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.  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.

     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



                                      -2 -


<PAGE>
                                      119


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.

     9.  Entire  Agreement.  This  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 on the
day and year first above written.


                         CARDINAL REALTY SERVICES, INC.

                                    By:  /s/ John B. Bartling, Jr.
                                    ------------------------------
                                    Print Name:  John B. Bartling, Jr.
                                    Its:  President



                                     /s/ David P. Blackmore
                                     ----------------------
                                     DAVID P. BLACKMORE





                                       -3-