Exhibit 10.1

CLIENT SERVICE
   AGREEMENT               COMPENSATION SOLUTIONS INC
             169 RAMAPO VALLEY ROAD OAKLAND, NJ 07436   201-405-1115


       THIS  AGREEMENT  made  this  26th  day of  March,  2003  by  and  between
COMPENSATION  SOLUTIONS INC.,  d.b.a.  COMPSolutions  a New Jersey  Corporation,
(hereinafter  "CSI"),  and DVL, Inc.  (hereinafter  "CLIENT"),  whose Federal ID
Number is  13-2892858,  and whose  principal  place of business is located at 70
EAST 55TH STREET , NEW YORK, NEW YORK 10022

       WHEREAS,  CSI Is engaged in the  business  of managing  and  Co-Employing
personnel and providing  consulting and administrative  services associated with
payroll and related activities and;

       WHEREAS,  CLIENT is in need of some or all of the aforesaid  services and
wishes to take  advantage of CSI's skills and utilize  CSI's  services as listed
above.

       NOW THEREFORE, in consideration of the following terms and covenants, the
receipt and  sufficiency of which is hereby  acknowledged,  the parties agree as
follows:

1.     TERM:  This  Agreement  shall be effective for an initial term of one (1)
       year  ("Initial  Term"),   commencing  on  March  31,  2003  (hereinafter
       "Commencement  Date"), and shall  automatically  renew for additional one
       (1) year periods thereafter  ("Extended Term"), unless either party gives
       written  notice  to the other  party of their  intent  not to renew  this
       Agreement  at least  thirty  (30)  days  prior to the  expiration  of the
       Initial Terms or any extension thereof.

2.     PERSONNEL:

       (A)    TRANSFER:  CLIENT  agrees to  transfer  to the  payroll of CSI all
       existing  and future  personnel to be hired by CLIENT  (individually  and
       collectively hereinafter referred to as "Transferred Employees").

       (B)    ACCEPTANCE:  Prior to acceptance of CLIENT's Transferred Employees
       by CSI,  CLIENT must  furnish  CSI with  necessary  information  for each
       Transferred  Employee's,  name,  address,  social security number,  CSI's
       employment   application  and  enrollment   form,   CLIENT's   employment
       application,  if any,  worker's  compensation  code  classification,  W-4
       withholding form, Employment  Eligibility  Verification Form I-9, and any
       other  information  reasonably  requested by CSI. CLIENT agrees to verify
       all payroll data submissions of Transferred  Employees.  CSI shall not be
       considered  an employer of any  Transferred  Employees  until each of the
       foregoing is completed and submitted to CSI, and CSI notifies CLIENT that
       each  Transferred   Employee  has  been  accepted,   at  which  time  the
       Transferred   Employees  shall  become   employees  of  CSI  (hereinafter
       individually and collectively  referred to as  "Co-Employees"  or "Leased
       Employees").

       (C)    ASSIGNMENT:  Co-Employees shall be immediately  assigned by CSI to
       one or more of  CLIENT's  work  sites,  and CLIENT  agrees to accept such
       assignments.

3.     SERVICES: CSI agrees to:

       (A)    assume  full  responsibility  for such  administrative  employment
       matters as payment of federal, state and local employment taxes, worker's
       compensation coverage,  and fringe benefits (i.e. Life Insurance,  Health
       Insurance,   Disability   Insurance,   401(k)  Plan,   Dental  Insurance,
       Short-Term & Long-Term  Disability  Insurance and COBRA  coverage,  among
       others) for its co-employees;

       (B)    assume responsibility for the payment of wages to each Co-employee
       without  regard to payments by CLIENT to CSI,  except that the provisions
       of this section shall not affect the CLIENT's obligations with respect to
       the payment of wages of  Co-employees,  and nothing herein shall abrogate
       or diminish that responsibility;

       (C)    assume full  responsibility  for the payment of payroll  taxes and
       collection of taxes from the payroll of the Co-Employees;  CSI shall hold
       CLIENT  harmless from direct  out-of-pocket  expenses of CLIENT which may
       result if such payroll taxes are not properly withheld or remitted to the
       appropriate governmental agencies;

       (D)    to provide workers'  compensation  coverage for Co-Employees while
       they are employees of and performing services for CSI;

       (E)    give written notice of the relationship  between CLIENT and CSI to
       each Co-Employee CSI assigns to perform services at CLIENT's work site;

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       (F)    acknowledge  that it will have fiduciary  obligations with respect
       to funds delivered to it by CLIENT on account of payroll,  payroll taxes,
       and  employees'  benefits  for the  Co-Employees.  In  accord  with  said
       fiduciary  obligations CSI agrees that it will use said funds exclusively
       for  these  purposes  and that any other  use of these  funds  shall be a
       material breach of this Agreement; and

       (G)    provide the following ancillary and convenience services:

             (i.)    Dependent Care  Assistance  Programs,  Dependent Child Care
                     Plans, and Medical Expense Reimbursement Accounts;

             (ii.)   An Employee Assistance Program;

             (iii.)  Employee  Handbooks and  Supervisor's  Policy and Procedure
                     Manuals;

             (iv.)   Safety Compliance Assistance,  including  consultations and
                     seminars;

             (v.)    Employment   Law  advice,   including   consultations   and
                     seminars;

             (vi.)   Advise  and   consultation   on   Governmental   Employment
                     Regulations;

             (vii.)  Convenience  services for co-employees  including,  but not
                     limited to,  Credit  Counseling,  Credit Union  Membership,
                     Dependent Care Services,  Direct Deposit of Payroll, Travel
                     Club Membership,  Rent A Car services,  Financial  Planning
                     and Estate  Planning  Services,  Vision  Services,  Prepaid
                     Legal Services,  Transportation  Pre-Tax Expense  Programs,
                     Health  Club  Membership,  Bank Loans and other  "cafeteria
                     style benefits;"

             (viii.) Provision  of  these   services   shall  entail  CSI  Human
                     Resources  Personnel  being on site at  CLIENT'S  workplace
                     from time-to-time, as reasonably determined by CSI.

4.     LIMITATIONS:

       (A)    At the end of each  pay  period,  CLIENT  shall  furnish  CSI with
       records  of actual  time  worked by each  Co-Employee,  and  verify  each
       Co-Employee's exempt or non-exempt status and that the hours reported are
       accurate  and in  accordance  with the  requirements  of the  Fair  Labor
       Standards Act and any other  applicable laws relating to wages,  hours or
       otherwise.  These  records  shall  become  the basis for CSI to issue all
       payroll checks and CSI shall not be responsible for incorrect,  improper,
       or fraudulent records of hours worked, or for the improper  determination
       of exempt status.  All time cards, time records and/or puch clock records
       will be  retained  by CLIENT  for a minimum  of six (6)  years,  and such
       records  and data will be  provided  to CSI or a  governmental  unit with
       appropriate jurisdiction within a reasonable after the request for same.

       (B)    Except as required by  applicable  state or federal law, CSI shall
       not  be  considered  an  employer  of any  individual  for  whom  payroll
       information  whatsoever  is not  supplied  by CLIENT  during any  payroll
       period.  CLIENT  understands that CSI's  responsibility  and liability is
       specifically limited and conditioned upon receipt of information from the
       CLIENT, the timeliness of same, and CLIENT's  compliance with its payment
       obligations under this contract.

       (C)    CSI will provide only the services  specified  herein and no other
       services shall be provided or implied, including, without limitation, any
       strategic, operational or other business related decisions with regard to
       CLIENT's  business.  CSI will not provide any equipment to the employees.
       If any supervisory  employees are being  co-employed by CLIENT hereunder,
       the scope of  employment  of such  supervisory  employees'  is limited to
       labor related  matters.  Any other services  provided by such supervisory
       employees  will be outside  the scope of this  Agreement,  and in such an
       event;  such  supervisory  employees  will be acting  solely as agents of
       CLIENT.

       (D)    CLIENT  expressly  acknowledges  that CSI shall not be liable  for
       CLIENT's  loss of  business  goodwill,  profits  or other  consequential,
       special,  or  incidental  damages,  and CLIENT  shall hold  harmless  and
       indemnify,  CSI's  shareholders,  non-co-employed  employees,  attorneys,
       officers, directors, agents and representatives for any loss of the same.
       Further, CSI does not assume responsibility for, and makes no assurances,
       warranties,  or  guarantees  as to  the  ability  or  competence  of  any
       Co-Employee.

       (E)    CLIENT  shall  be  considered  an  employer  of  Co-Employees  for
       purposes  of any claim of  sexual  harassment;  discrimination  involving
       disability,  race, sex,  religion,  color, age, national origin,  marital
       status,  veteran status, or any other protected class; or any other claim
       pursuant to local,  state,  or federal laws,  regulations  or ordinances,
       unless the claim is a result of action taken by CLIENT in compliance with
       a written corporate policy, procedure, or directive of CSI.

5.     WORKERS'  COMPENSATION:  CSI  shall  obtain,  and keep in full  force and
       effect,  workers' compensation insurance coverage and coverage amounts as
       are required by applicable state law on all Co-Employees,  subject to and
       conditioned  upon the  performance of CLIENT as required  hereunder.  CSI
       shall  post  conspicuously  a notice  of proof of  Workers'  Compensation
       Coverage.  Workers'  compensation  coverage  shall not be provided to any
       employee for whom CLIENT is not  reporting  hours for payroll to CSI. The
       failure of CLIENT to report  payroll hours for any pay period will cause,
       without notice to CLIENT, the


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       immediate suspension of workers'  compensation  insurance until such time
       as CSI  has  been  notified  that  the  work  schedule  has  resumed  and
       subsequent  payroll hours are  reported.  Workers'  compensation  is only
       offered,  and shall be  provided,  to  employees  of CSI and shall not be
       offered or provided to any employees of CLIENT.  Employees of CLIENT, for
       purposes  of the  Paragraph,  are persons for whom CLIENT does not report
       payroll  hours to CSI during any  payroll  period or for whom CSI has not
       received payroll or other information as required by this Agreement.  CSI
       shall have no  responsibility  to any  employees  other than those  which
       qualify as Co-Employees as defined  herein.  In addition,  CLIENT assumes
       full  responsibility  for workers'  compensation  claims of other persons
       hired by, or working for, CLIENT.

6.     MANAGEMENT: Employment responsibilities with regard to Co-Employees shall
       be shared by CLIENT with CSI.  Without limiting or affecting CSI's rights
       and  responsibilities  as described  in this  Agreement or as required by
       applicable law,  CLIENT shall have sufficient  direction and control over
       the Co-Employees as is necessary to conduct CLIENT's business and without
       which CLIENT would be unable to conduct CLIENT's business,  discharge any
       fiduciary  responsibility  CLIENT may have, or comply with any applicable
       licensing,  regulatory, or statutory requirements CLIENT may have. CLIENT
       may also supervise the Co-Employees and set their times, wages, and other
       terms and  conditions of  employment,  and CLIENT agrees to  periodically
       assist CSI in the  evaluation of the payment of  Co-Employees.  CSI shall
       use these evaluations to determine salary and rate adjustments. CLIENT is
       aware,   however,  that  pursuant  to  the  Fair  Labor  Standards  Act's
       definition of an Employer, CSI specifically reserves:

       (A)    A right of  direction  and control over  Co-Employees  assigned to
       CLIENT's location or work site;

       (B)    The  authority  to  hire,   terminate,   discipline  and  reassign
       Co-Employees,  (FROM CSI'S EMPLOY ONLY) for any reason deemed adequate by
       CSI and with three (3) days notice to CLIENT; provided,  however, that no
       covered  co-employee  shall be  re-assigned  to  another  client  company
       without that covered  employee's  consent and the CLIENT has the right to
       accept or cancel the assignment of such covered co-employee; and


       (C)    A right of direction and control over management of safety,  risk,
       and hazard  control  (with one (1) day notice) at the  worksites or sites
       affecting its Co-Employees, including:

              (i)    performing  safety  inspections  of CLIENT's  equipment and
                     premises;

              (ii)   promulgation  and  administration  of employment and safety
                     policies; and

              (iii)  the management of workers'  compensation claims, the filing
                     of such claims, and related  procedures;  and

       (D)    any other rights afforded, imposed or required by applicable law.

7.     SERVICE FEES:

       (A)    Fees:  In addition to any initial or  commencement  fees which may
              apply,  CLIENT  shall pay CSI a service  fee equal to the fee rate
              percentages  specified  in Exhibit H,  attached  hereto and made a
              part hereof,  multiplied by the gross earnings of the Co-Employees
              filling any job functions  for CLIENT.  CLIENT may also be charged
              additional  administrative  fees (limited to $20.00 per check) if:
              CLIENT's payroll is delayed due to CLIENT's  untimely  transmittal
              of payroll  information to CSI; CLIENT changes the number of hours
              reported  after the  payroll has already  been  prepared;  payroll
              checks  must be  reissued  due to no  fault of CSI;  or if  CLIENT
              requires or otherwise causes multiple payrolls to be issued by CSI
              for the same pay period.  If CLIENT  terminates  its  relationship
              with CSI for any reason,  and CSI is then currently  administering
              COBRA benefits for employees of CLIENT, CLIENT shall pay CSI a fee
              of $500.00 per month for each COBRA participant whose benefits are
              administered  by CSI.  If CSI  performs  additional  services  for
              CLIENT, which are not contemplated by this Agreement, the fees for
              any such  additional  services  shall be negotiated by the parties
              and  paid   independently  of  any  fees  paid  pursuant  to  this
              Agreement.

       (B)    Adjustments:  CLIENT  understands  that  the  service  fee  may be
              adjusted for increases or decreases in statutory employment taxes,
              insurance,  change in job function,  or change in size of CLIENT's
              work force.  Upon  written  notice to CLIENT of a fee  adjustment,
              CLIENT shall have the right to terminate  this Agreement by giving
              fifteen  (15) days  written  notice of  termination  to CSI within
              seven (7) days of receipt of a fee adjustment.

       (C)    Time and manner of payment:  CLIENT shall pay CSI all service fees
              by cash,  certified  funds, or wire transfer 48 hours prior to the
              issuance  of payroll  checks or by the due date listed on CLIENT's
              invoices, whichever is earlier. Should any payments not be made to
              CSI when due, CLIENT shall pay a monthly  surcharge of two percent
              (2%)  per  month  on  the   unpaid   balance   as  an   additional
              administrative fee. Such surcharge shall be reduced to the highest
              rate allowed by law if it is deemed to be usurious.

       (D)    Minimum  fee:  CLIENT  agrees to pay CSI a minimum  service fee of
              $100 for each  pay-period in which CLIENT fails to provide payroll
              information to CSI or accept a payroll upon delivery,  or in which
              no payroll checks are prepared.


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       (E)    Review: CLIENT has a duty to review any and all invoices submitted
              by  CSI,  and  if  CLIENT  believes  that  any  billing  or  other
              communication  between  the  parties  is in  error,  CLIENT  shall
              immediately notify CSI of such error as soon as practicable.

       (F)    Enrollment:  An  administrative  enrollment  fee  of  $100.00  per
              employee will be imposed simultaneously with the execution of this
              Agreement.

       (G)    Returned  checks:  A  return  check  charge  will  be  imposed  as
              specified in the Exhibit H. If none is stated therein, the maximum
              charge allowed by applicable law will be imposed.

8.     PREPAYMENT/DEPOSIT

       (A)    Requirement: CSI reserves the right at any time during the term of
              this Agreement to require CLIENT to furnish a performance bond, or
              to deposit such sums as CSI may determine  necessary  from time to
              time, to guaranty CLIENT's  performance  hereunder.  The waiver by
              CSI of this  requirement  at any time  shall  not stop or act as a
              waiver of CSI's rights to require a deposit at any subsequent time
              during  the  terms of this  Agreement.  If  Workers'  Compensation
              certificates  are  issued by CSI prior to the first  payroll,  CSI
              shall require repayment equal to the estimated first payroll, plus
              fees, or One Thousand Dollars ($1,000.00), whichever is greater.

       (B)    Failure to  Maintain:  In the event  CLIENT  fails to maintain the
              required  deposit  from  time to time as  determined  at the  sole
              discretion  of CSI, the same shall be deemed a material  breach of
              the  Agreement  and  CLIENT  shall  immediately  pay CSI an amount
              sufficient to establish the required deposit.

       (C)    Use: Any monies of CLIENT in possession of CSI hereunder  shall be
              applied by CSI to any default in payment by CLIENT under the terms
              of this Agreement.

       (D)    Return: Upon termination of this Agreement,  any balance remaining
              in the  account of CLIENT  shall be  remitted  to CLIENT,  without
              interest,  on or before sixty (60) days after  termination of this
              Agreement,   provided   that  CLIENT  has  performed  all  of  its
              obligations under the terms of this Agreement.

9.     REPRESENTATIONS: CLIENT represents and warrants that:

       (A)    All wages and compensation to which any of CLIENT's  employees are
       entitled  and which  have  accrued  as of the  Commencement  Date of this
       Agreement  have  been  paid  in  full,  or  will  be  paid in full by the
       Commencement Date.

       (B)    Except  as   expressly   stated   herein,   or  disclosed  to  and
       acknowledged  by  in  writing,   there  are  no  separate  agreements  or
       arrangements,  whether in the nature of employment agreements, collective
       bargaining agreements,  deferred compensation  agreements,  or otherwise,
       under which CSI would be obligated or which would  materially alter CSI's
       obligations hereunder.

       (C)    CLIENT  has  terminated   any  and  all  other  employee   leasing
       arrangement to which CLIENT was previously a party,  and CLIENT shall not
       enter into any other employee leasing arrangement while this Agreement is
       in affect.

       (D)    CLIENT to the best of his knowledge without  independent audit, is
       not now,  nor has been in the past three (3) years,  in  violation of any
       state or federal labor or employment laws.

       (E)    Co-Employees used by CLIENT will be compensated in accordance with
       federal and state  laws.  CLIENT also agrees that it will comply with the
       Worker Adjustment and Retraining  Notification Act (WARN) and that it has
       sole  responsibility  for and will give CSI at least  sixty-two (62) days
       notice prior to effecting any plant closing or mass lay-off as defined in
       WARN.

       (F)    If  requested  by CSI,  CLIENT  will  adhere to the Return to Work
       policies of CSI or to  implement a  light-duty  return to work program to
       assist  eligible  injured  workers'  compensation  claimants  (provided a
       suitable  doctor's  release has been  obtained)  in  returning to gainful
       employment.

       (G)    CLIENT  will  adhere to any Drug Free Work Place Act  policies  if
       such policies are implemented.

       (H)    CLIENT will provide all facilities,  supplies,  equipment, and all
       other necessary items that may be required by the Co-Employees to perform
       their respective duties and services. CLIENT will also maintain cards and
       time as required by the FLSA and all state and federal  regulations for a
       period of six years from the date hereof.

       (I)    If  either  CLIENT  or  CSI  is the  subject  of any  governmental
       investigations,  inquiries or audits, or if either becomes a party, or is
       threatened  to be  joined  as a  party,  to any  lawsuit,  administrative
       proceeding  of  any  kind,   (including   proceedings  or  investigations
       involving EEOC,  NLRB,  OSHA,  worker's  compensation  laws, or any other
       employment  matter),  each  party  to  this  Agreement  will  immediately
       disclose  same with any details  reasonably  requested by the other party
       related to such matters.  Further,  CLIENT shall fully disclose  CLIENT's
       involvement  in any such matters  within the three (3) years  immediately
       preceding the Commencement Date hereof.

       (J)    CLIENT  will  comply  with all New York Labor  Standards,  and all
       federal and state laws and  regulations  requiring  employers  to pay the
       full  amount of wages due to an  employee,  and no portion of this Client
       Service Agreement shall abrogate or diminish that responsibility.

       (K)    The CLIENT  shall  continue to honor and abide by the terms of any
       applicable collective bargaining agreements, and upon expiration thereof,
       any obligations of the CLIENT to bargain in good faith in connection with
       such collective bargaining agreements shall not be affected in any manner
       by this Agreement.


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10.    SAFE WORK  ENVIRONMENT:  CLIENT shall  provide  Co-Employees  with a safe
       working  environment which is in compliance with the Occupational  Health
       and Safety Act (OSHA) standards,  and CLIENT shall comply with all health
       and  safety  laws,  directives  and  rules  imposed  by any  governmental
       agencies with jurisdiction  thereof,  reasonably deemed by CSI, or by any
       workers'  compensation  carrier covering the Co-Employees.  Environmental
       factors, equipment, machinery and all other matters which affect employee
       safety shall be  maintained  in compliance  with OSHA  standards.  CLIENT
       represents  that  its  working   environment,   equipment  and  machinery
       currently  meet,  and will be  maintained,  in  compliance  with all OSHA
       standards during the terms of this Agreement. CLIENT agrees that it shall
       bear  responsibility  for any OSHA  violations,  citations and penalties.
       Further,  CLIENT, at CLIENT's sole expense, shall also provide and ensure
       the use of all  personal  protective  equipment,  as required by federal,
       state,  or  local  law,  regulation,  ordinance,  directive,  or  rule as
       reasonably deemed necessary by CSI or any workers'  compensation  carrier
       covering Co-Employees.

11.    INSURANCE:

       (A)    During the terms of the  Agreement,  CSI and CLIENT shall maintain
       individual  liability  insurance  policies,   naming  each  other  as  an
       additional insured,  with a minimum coverage in the amount of One-Million
       Dollars  ($1,000,000.00)  per  occurrence  for bodily injury and property
       damage.

       (B)    If any  Co-Employee  is to drive a vehicle of any kind for CLIENT,
       CLIENT shall provide liability insurance. The policy shall insure against
       public  liability  for bodily  injury and property  damage with a minimum
       combined single limit of One-Million Dollars  ($1,000,000.00);  in states
       where  "no-fault" laws apply,  Personal  Injury  Protection or equivalent
       coverage shall apply. CLIENT shall cause its insurance carrier to issue a
       Certificate of Insurance to CSI,  allowing not less than twenty (20) days
       advance notice of  cancellation  or material  change.  Failure to provide
       Proof of  Insurance  within 48 hours of a request by either CSI or CLIENT
       is a material  breach  and  grounds  for  immediate  termination  of this
       Agreement.

       (C)    If CLIENT Co-Employs professional employees, CLIENT shall maintain
       professional   or   malpractice   insurance  in  the  minimum  amount  of
       One-Million  Dollars  ($1,000,000.00).  (Not  applicable to CLIENT unless
       they add  "Professional  Employees"  (As defined under the FLSA) at which
       time CLIENT shall notify CSI before actual hire date.)

       (D)    CLIENT shall also maintain other insurance  reasonably  necessary,
       as determined by CSI and CLIENT, after considering the nature of CLIENT's
       business.

       (E)    CLIENT agrees to accept CSI's designated  broker-of-record for all
       insurances and pensions provided to CLIENT's  co-employees in conjunction
       with this  agreement.  CLIENT agrees not to effect or request a change in
       broker,  which  was  designated  by CSI  anytime  during  or  after  this
       agreement.  Furthermore  CLIENT  agrees  not to  reverse  any  changes in
       broker-of-record  which CLIENT  effected to enact this Agreement  without
       the express written consent of CSI.

       (F)    All  insurance   policies  and  fidelity   bonds  required  to  be
       maintained as set forth in this Agreement shall name CLIENT and CSI as an
       additional  insured and shall provide that coverage shall not be canceled
       or materially  affected  without first providing twenty (20) days written
       notice of such  cancellation or material  change.  At the request of CSI,
       CLIENT  shall  also  deliver  to  CSI  certificates  evidencing  CLIENT's
       procurement of such insurance.

       (G)    CLIENT  waives  any  claim  in  its  favor  against  CSI by way of
       subrogation or otherwise which arises during the initial or extended term
       of this Agreement,  and all insurance  policies required to be maintained
       by CLIENT shall waive such subrogation rights.

12.    INJURIES:  As soon as CLIENT  becomes  aware of an  injury,  CLIENT  must
       notify CSI immediately by telephone,  and in writing within 48 hours. The
       failure to timely  report any  injury  may result in a  substantial  fine
       pursuant to applicable  law. Any fines or other costs incurred due to the
       failure of CLIENT to timely adhere to the requirement of injury reporting
       shall be the sole and absolute cost and  responsibility of CLIENT. If any
       Co-Employee  participates  in  actions  that  result  in  bodily  injury,
       property damage or any type of loss not covered by workers'  compensation
       insurance,  CLIENT  shall file for  recovery  against  its own  liability
       insurance carrier.

13.    TERMINATION:

       (A)    Without precluding termination as otherwise set forth herein, this
       Agreement may be terminated as follows:

              (i)    At any time,  the parties may terminate  this  Agreement by
                     mutual written consent;

              (ii)   Either party,  without cause,  may terminate this Agreement
                     by giving the other party thirty (30) days written notice;

              (iii)  In the event of a  material  breach by CSI or  CLIENT,  the
                     non-breaching party shall have the option to terminate this
                     Agreement by giving  twenty-four  (24) hours written notice
                     to the breaching party;


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              (iv)   At any time CSI may terminate this Agreement,  with written
                     notice, if CSI, in its sole discretion, determines that

                     (a)    a  material  adverse  change  has  occurred  in  the
                            financial condition of CLIENT,

                     (b)    CLIENT is unable to pay its debts as they become due
                            in the ordinary course of business; or

                     (c)    federal or state  legislation,  regulatory action or
                            judicial  decisions  have  adversely  affected CSI's
                            interests under this Agreement; or

              (v)    Automatically,  without notice to CLIENT,  if a petition in
                     bankruptcy is filed by or against  CLIENT,  if CLIENT shall
                     have made an assignment for the benefit of creditors, shall
                     have voluntarily or involuntarily been adjudicated bankrupt
                     by a court of competent jurisdiction,  or if a petition for
                     reorganization is filed by CLIENT. CLIENT and any guarantor
                     of CLIENT's obligations  hereunder shall immediately notify
                     CSI upon the happening of any of the foregoing  events,  it
                     being acknowledged that the acceptance of any payrolls from
                     CSI thereafter would be fraudulent to CSI in the absence of
                     such notice.

       (B)    In the event it appears to CSI that  circumstances may exist which
              would  warrant  a  termination  of this  Agreement,  CSI  shall be
              entitled  to  suspend  its  performance  pending  its  review  and
              determination  of  such   circumstances,   without  incurring  any
              liability to CLIENT for doing so.

       (C)    Upon termination of this Agreement for any reason whatsoever,  all
              Co-Employees  shall be deemed  to have  been laid off by CSI,  and
              CLIENT shall  immediately  give each  Co-Employee  notice thereof.
              CLIENT shall also immediately assume all federal,  state and local
              obligations  of an employer,  including the  obligation to provide
              workers' compensation  insurance.  To the extent permitted by law,
              CSI shall immediately be released of all it obligations hereunder.
              If CSI has made  any  payment  to  Co-Employees  or has  otherwise
              incurred expenses as an employer of the Co-Employees following the
              termination  hereof,  CLIENT shall  immediately  reimburse CSI for
              same, regardless of the reason for which such payments or expenses
              were made.

14.    BREACH:  Material breaches of this Agreement by CLIENT shall include, but
       not be limited to, the following:

       (A)    Failure to pay any monies  required under the terms and conditions
              of this Agreement when due.

       (B)    Failure to comply with any directive  regarding  health and safety
              for  CSI,  any   Workers'   Compensation   carrier   covering  the
              Co-Employees, or any government agencies.

       (C)    Failure  to provide or  furnish  proof of any  insurance  required
              under the terms of this Agreement.

       (D)    A change in the type of business conducted by CLIENT as determined
              in the sole and absolute opinion of CSI.

       (E)    Misrepresentation  of  Workers'  Compensation   classification  or
              inaccurate   reporting  of  employee  payroll  hours  or  employee
              information.  (CLIENT is  obligated  to pay to CSI any  additional
              monies due as a result of Workers' Compensation audits).

       (F)    Conducting any illegal activity on CLIENT's  worksite,  regardless
              of whether it affects,  pertains to, or is in conjunction with any
              Co-Employees.

15.    (A)    INDEMNIFICATION:  CLIENT  shall  unconditionally  indemnify,  hold
       harmless,   protect,   and  defend  CSI,  its  stockholders,   non-leased
       employees,  attorneys,  officers,  directors,  agents and representatives
       from  and  against  any  and all  claims,  demands,  damages,  (including
       punitive and compensatory), injuries, deaths, actions, costs and expenses
       (including  attorney's  fees and expenses at all levels of  proceedings),
       losses and liabilities of whatever nature,  including  liability to third
       parties, arising out of or involving:

              (i)    actions, conduct, or incidents,  whether actual or alleged,
       by  or  involving   CLIENT,   CLIENT's   real  and   personal   property,
       Co-Employees, and any non-leased employees of CLIENT, resulting in claims
       of negligence;  other tortious conduct;  breach of contract;  criminal or
       dishonest   activity;   claims   covered  by  all   liability   policies,
       professional   liability  policies,  and  fidelity  bonds  maintained  or
       required  to  be  maintained  by  CLIENT;   costs   associated  with  the
       administration  of any  collective  bargaining  agreements,  and;  claims
       arising out of any  non-payment or payment to, or  participation  in, any
       labor organization's health and welfare retirement or other benefit fund,
       including   the  cessation  of  payment   thereto  or   withdrawal   from
       participation therein;

              (ii)   claims  relating  to  CLIENT's  use of any  Co-Employee  or
       involving the use of the CLIENT's (or any  employee,  if such employee is
       acting or alleged to be acting on behalf of the CLIENT or CSI) machinery,
       facilities,  equipment and/or vehicles,  whether leased, rented, borrowed
       or owned;

              (iii)  employment-related  matters,  arising  under  local,  state
       and/or federal right-to-know laws,  environmental laws, OSHA, WARN, EEOC,
       ERISA,  ADA,  (including  those related to employment,  public access and
       public  accommodation),  wage and hour laws,  (including those related to
       prevailing  wage rate,  exempt and non-exempt  status,  child labor,  and
       minimum wage and overtime matters),  NLRB laws, disclosed and undisclosed
       benefit  plans,  and  all  other  labor  laws,  arising  out of  clients'
       disregard for compliance with a written corporate policy,  procedure,  or
       directive of CSI;


                                       6
<PAGE>


              (iv)   any and all laws,  regulations and ordinances,  arising out
       of, or in connection  with any  obligations  arising out this  Agreement,
       including,  without  limitation,  those  arising from products or service
       (professional  or  otherwise)  produced or provided  by  Co-Employees  or
       because of injuries suffered by the Co-Employees;

              (v)    acts   committed   by,   injuries  to,  or  claims  of  any
       independent  contractors  or other  employees  hired by CLIENT outside of
       this  Agreement,  or  individuals  which  do  not  otherwise  qualify  as
       Co-Employees;  and acts of negligence by or towards any Co-Employee which
       are not covered by workers' compensation insurance.

       (B)    INDEMNIFICATION:  CSI agrees to  indemnify,  and hold CLIENT,  and
              CLIENT's officers and directors, harmless from and against any and
              all  claims,  demands,  damages,  injuries,   actions,  costs  and
              expenses,  losses  and  liabilities  arising  out of  CSI'S  gross
              misconduct, unlawful act, and material breach of any obligation or
              warranty contained in this Agreement.

16.    CLIENT'S PAYMENT OBLIGATIONS:  CLIENT shall pay and reimburse CSI for all
       service  fees and for all monies  paid,  if any and/or  disbursed  by CSI
       related to the  services  provided  to the CLIENT on  completion  of each
       payroll  period,  inclusive  of any items for paid time off. ALL INVOICES
       MUST  BE PAID  IN  FULL  UPON  PRESENTATION  and in no  event  less  than
       Forty-eight (48) hours prior to payroll  delivery.  If payment in full is
       not received by CSI upon  presentation of invoice,  or if payroll data is
       not received for processing by CSI (within 72 hours), after completion of
       each payroll period and presentation of invoice,  then the Client Service
       Agreement  will be  considered  null and void  for that pay  period,  all
       future pay periods and CLIENT will be in default under this Agreement. In
       which case,  CLIENT  agrees to be liable for payment to the  Co-Employees
       directly  for the  current pay period,  all future pay  periods,  and all
       payroll  costs  and  related  taxes,  and  indemnify  CSI for any  claims
       thereof.  If any monies are due and not paid in full on  presentation  of
       invoice,  then  administrative  charges of 2% per month will be  charged.
       CLIENT will pay any and all costs and attorney's  fees that CSI may incur
       in collection of these monies.  If payment is made by check, and check is
       returned for  insufficient  funds,  a fee of $50.00 will be charged.  All
       payment obligations shall survive any termination of this Agreement until
       fully satisfied.

17.    RE-INSTATEMENT: At CSI's election, CLIENT may pay a re-instatement fee of
       $50.00  per  employee  after  any  default  or  termination   under  this
       Agreement. In the event of default under any term or condition of payment
       under  this  Agreement,   including   without   limitation:   timeliness,
       sufficiency,  and good and clear funds, CSI shall not re-instate or issue
       payroll  checks,   either  in  net  or  gross,  to  any  OWNER,  OFFICER,
       SHAREHOLDER  holding more than 5% of the CLIENT's  outstanding shares, or
       any controlling person,  which term is defined to mean any person who had
       or should have had knowledge of CLIENT's financial condition,  and was in
       a position to affect the incursion of additional debt by CLIENT,  or in a
       position to impair or enable CLIENT's compliance with this Agreement.

18.    MISCELLANEOUS:

       (A)    Whole Agreement:  This Agreement  constitutes the entire agreement
       between  the  parties  and is  intended  as an  integration  of all prior
       agreements,  negotiations,   statements,   understandings,  and  promises
       between the parties unless  otherwise  provided for herein.  Further,  no
       change,  modification or amendment to this Agreement of any kind shall be
       valid unless it is made in writing and executed by both parties.

       (B)    Wavier:  The failure of either party to this  Agreement to require
       performance  by the  other  party or  failure  to  claim a breach  of any
       provision  of the  Agreement  shall not  constitute  or be construed as a
       waiver of any  subsequent  breach nor affect  the  effectiveness  of this
       Agreement or any part thereof or prejudice either party as regards to any
       subsequent action.

       (C)    Notices:  Any and all  notices  required  under  the terms of this
       Agreement shall be effected by hand delivery,  in writing or by certified
       mail, return receipt  requested.  Unless otherwise  designated in writing
       Notice shall be addressed to CSI c/o Matthew Kirnan, Esq., COMPSolutions,
       169 Route 202 Oakland NJ 07436 and to CLIENT at CLIENT's  principal place
       of business listed above.

       (D)    Assignment:  CLIENT may  transfer or  otherwise  assign any of its
       rights or obligations  under this Agreement only with CSI's prior written
       consent.  If CLIENT  attempts to so assign its interests  hereunder,  CSI
       shall have the option to immediately  terminate the Agreement at any time
       prior to  consenting  to the  assignment  in  writing.  CSI  specifically
       reserves  the  right  to  assign  all  or a  portion  of its  rights  and
       obligations in this Agreement (i.e.  TPA's used for: 401 (k), Section 125
       Plan,  Child  Care  Dependency,   Certified  Financial  Planners,   Labor
       Attorneys, and Human Resources Consultants,  etc.) Any such assignment by
       CSI may be of a temporary or permanent nature, and may encompass all or a
       portion of CSI's rights and obligations hereunder.

       (E)    Validity:  In the event any term or  provision  of this  Agreement
       shall  be  held to be  invalid  or  unenforceable,  the  balance  of this
       Agreement shall remain in full force and effect.

       (F)    Construction:  The  paragraph  headings of this  Agreement are for
       reference only and shall not be considered in the  interpretation of this
       Agreement.  If interpretation of this Agreement is required by a court of
       competent  jurisdiction,  it shall not be  construed  against  CSI as the
       drafter  hereof,   since  CLIENT   acknowledges  that  CLIENT  had  ample
       opportunity  to seek advice and to negotiate  and amend the terms of this
       Agreement prior to CLIENT's execution hereof.

       (G)    Governing  Law: The Agreement  shall be subject to the laws of the
       State  of New  Jersey,  and  venue  of any  proceedings  related  to this
       Agreement shall be in Bergen County, New Jersey.


                                       7
<PAGE>


       (H)    Attorney's Fees: Should litigation ensue between the parties,  the
       prevailing  party will be  entitled  to  attorney's  fees and  costs.  In
       addition,  CSI shall also be entitled  to  reasonable  attorney  fees and
       costs incurred while attempting to collect sums owed by CLIENT under this
       Agreement.

       (I)    Time of Essence:  Time is of the essence  with regard to the terms
       and conditions of this Agreement.

       (J)    Survival:  The respective  obligations  of the parties,  including
       CLIENT's  duties  related  to  indemnification  and  payments  for  COBRA
       participation by CLIENTS former employees,  shall survive the termination
       of this Agreement.

       (K)    CSI  acknowledges  that any individual  covered by this Agreement,
       and performing  services for CLIENT, is an Employee of the CLIENT for the
       purposes of  determining  whether such  persons are  qualified to receive
       incentive stock options pursuant to the Internal Revenue Code, applicable
       law, and election of accounting  treatment for same. CSI is  specifically
       prohibited from offering, selling or granting any form of Incentive Stock
       Option or Employee Stock  Purchased Plan to the persons who are deemed to
       be an Employee of CLIENT under this paragraph and/or who provide services
       exclusively  to CLIENT under this  Agreement.  CSI agrees to refrain from
       taking any action as may be permitted hereunder,  and to take all actions
       as may be deemed necessary or advisable by the CLIENT to ensure that such
       employees  qualify to receive  incentive stock options under the Internal
       Revenue  Code or other  applicable  laws.  In  addition,  CSI agrees that
       CLIENT,  and not CSI  shall  have the  exclusive  right to make  whatever
       accounting treatment election for stock options CLIENT chooses.

       (L)    Standard  of  Performance:  CSI  warrants  and agrees that it will
       perform all services  undertaken  by it pursuant to this  Agreement  with
       such  reasonable  diligence,  care, and skill as would be required of any
       professional fiduciary in a commercial setting and in compliance with all
       applicable laws.

       (M)    Unemployment benefit and Disability  Contribution Rate Disclosure:
       Attached hereto as Exhibit G is CSI's written disclosure to CLIENT of the
       method  utilized  for  calculation  of  unemployment  benefit  experience
       contribution rates and temporary disability contribution rates. CSI shall
       also  provide  CLIENT  with a written  disclosure  as to the  method  for
       calculating the  aforementioned  rates upon termination or dissolution of
       this Agreement.


COMPENSATION SOLUTIONS INC.                        DVL, INC.
       (seal)                                       (seal)



Signed: /s/ Thomas J. Cioffe            Signed: /s/ Jay Thailer
        ---------------------                   ----------------
BY:     THOMAS J. CIOFFE                BY:     Jay Thailer
        President                               Executive Vice President and CFO


                                       8
<PAGE>


                                                                       EXHIBIT B

                             OFFICER'S CERTIFICATION

The  undersigned,  Jay Thailer,  is Executive Vice President of DVL, INC., makes
the following certification:

1)   The Company filed its Certificate of Incorporation in the State of Delaware
     on MARCH 28, 1977 (list date of  incorporation).  Attached hereto is a true
     copy of the Company's  Certificate of Incorporation  (attach Certificate of
     Incorporation, if available).

2)   The Company's Federal Employer Identification No. (EIN) is 13-2892858.

3)   Set forth below are all  shareholders of the Company who own Two Percent or
     more of the  Company's  stock,  together  with  their  address  and  Social
     Security Number:

     NAME                       ADDRESS                      SOCIAL SECURITY NO.


     (A) _____________________  ___________________________  ___________________

                                ___________________________

     (B) _____________________  ___________________________  ___________________

                                ___________________________

     (C) _____________________  ___________________________  ___________________

                                ___________________________

     (D) _____________________  ___________________________  ___________________

                                ___________________________

     (Please provide separate list, if necessary)

4)   Set forth below are the officers of the Company:

         President             Alan Casnoff  (set forth name of President)
                               --------------

         Executive V. P.       Jay Thailer   (set forth name of Executive V. P.)
                               --------------

         Secretary             Henry Swain   (set forth name of Secretary)
                               --------------

         Treasurer             Jay Thailer   (set forth name of Treasurer)
                               --------------

5)   The  signatories  hereto  acknowledge and understand that federal and state
     laws and  regulations  requiring  employers to pay the full amount of wages
     due to an employee,  that owners and  shareholders  are responsible for the
     full and prompt payment of unpaid  employee  wages,  and no portion of this
     certification  or the Client Service  Agreement  shall abrogate or diminish
     that responsibility  which currently exists regardless of the co-employment
     relationship.

6)   I certify that to the best of my knowledge  the  foregoing  information  is
     true and correct.


         /s/ Jay Thailer
         -----------------------------
         Jay Thailer, Executive Vice President



                                       9
<PAGE>


                                                                       EXHIBIT C

                  COMPENSATION SOLUTIONS FLEXIBLE BENEFIT PLAN
                               ADOPTION AGREEMENT


The undersigned,  DVL, INC.  ("Adopting  Employer"),  by executing this Adoption
Agreement,  hereby adopts the Compensation  Solutions Flexible Benefit Plan (the
"Plan").

Compensation  Solutions,  Inc.  ("Compensation  Solutions"),  by executing  this
Adoption Agreement,  hereby consents to the adoption of the Plan by the Adopting
Employer.

EFFECTIVE DATE

|X|  Initial Adoption:  This is the Adopting  Employer's initial adoption of the
     Plan and the "Effective Date" is __________________.

|_|  Amendment  of the Plan:  This  Adoption  Agreement  is an  amendment of the
     Adopting  Employer's previous adoption of the Plan and the "Effective Date"
     of the amendment is  _______________.  The "Effective Date" of the Adopting
     Employer's initial adoption of the Plan was _________________.

BENEFIT OPTIONS

A Participant may elect among the following optional benefit coverages:

|X|  health and group term life insurance premium benefits;

|X|  uninsured  health expense  reimbursement,  up to a maximum of the following
     amount for the calendar year: (Choose one)

         |_|  $1,000
         |_|  $2,500
         |_|  $5,000

|X|  work related dependent care expense  reimbursement,  up to $5,000 per year,
     per employee and;

|X|  taxable cash payments in the form of regular salary.

The Adopting Employer agrees that it is adopting the Plan for the benefit of its
Employees (as such term is defined in the Plan).

The Adopting Employer agrees to properly disclose to Compensation  Solutions all
information  reasonable  required  by  Compensation  Solutions  for  the  proper
administration of the Plan.

The  Adopting   Employer  agrees  that   Compensation   Solutions  has  made  no
representations to the Adopting Employer regarding the legal or financial impact
of the adoption of the Plan by the Adopting Employer.



                                       10
<PAGE>


The Adopting Employer agrees to indemnify Compensation Solutions for any claims,
taxes or costs incurred by Compensation Solutions at any time as a result of the
Adopting  Employer's  failure to fulfill its obligations and duties with respect
to the Plan.

The Adopting  Employer  recognizes  that it is in its best  interest to have the
Plan  reviewed  by legal  counsel  to  ensure  that the Plan as  adopted  by the
Adopting  Employer is suitable  and  appropriate  for  adoption by the  Adopting
Employer.

By  executing  this  Adoption  Agreement,  the Adopting  Employer  agrees to the
provisions of the Plan and the obligations,  responsibilities and duties imposed
with respect to the Plan.

In witness of their agreement,  the Adopting Employer and Compensation Solutions
have executed this Adoption Agreement on this 26th day of March, 2003.


                  NAME OF ADOPTING EMPLOYER:

                           DVL, INC.

                           Signature:       /s/ Jay Thailer
                                            --------------------
                           Signed by:       Jay Thailer

                           Title:           Executive Vice President

                           Date:            3/26/03


                  FOR COMPENSATION SOLUTIONS, INC.

                           Signature:       /s/ Thomas J. Cioffe
                                            --------------------
                           Signed by:       THOMAS J. CIOFFE

                           Title:           PRESIDENT

                           Date:            3/26/03










                                       211
<PAGE>


                                                                       EXHIBIT D

SECTION 125 CAFETERIA PLAN ADDENDUM TO CLIENT SERVICE AGREEMENT


         CLIENT  acknowledges  that  Compensation  Solutions,  Inc.  (CSI)  will
withhold   amounts  from   work-site   co-employees   compensation   to  provide
co-employees with pre-tax  reimbursement  for qualifying  medical expenses under
the COMPENSATION SOLUTIONS, INC. MEDICAL EXPENSE REIMBURSEMENT PLAN.

         CLIENT  understands  CSI may be  required  to  reimburse  the  worksite
co-employees  for  qualifying  medical  expenses in an amount  that  exceeds the
amount actually withheld from the worksite co-employees' pay at the time of such
reimbursement.  In this event,  CLIENT acknowledges that the plan administrator,
will  from  time to time  audit  the  account  balances  of  clients'  work-site
employees and may require  CLIENT fund said  employees  accounts to reach a zero
balance.

         CLIENT agrees if its  relationship  with CSI is terminated prior to the
end of a period of coverage under the Medical Expense Reimbursement Plan, CLIENT
will reimburse CSI for qualifying medical expenses reimbursed by CSI during such
period of  coverage  to the extent  the  expenses  reimbursed  by CSI exceed the
amounts withheld from the worksite co-employees'  compensation during the period
of coverage. The CLIENT also agrees that CSI may charge an administrative fee of
up to five percent (5%) of the excess reimbursement amount.

COMPENSATION SOLUTIONS, INC.                            DVL, INC.
        (seal)                                            (seal)


Signed: /s/ Thomas J. Cioffe                    Signed: /s/ Jay Thailer
        --------------------                            -------------------
By:     THOMAS J. CIOFFE                        By:     Jay Thailer



         SECTION 132 CAFETERIA PLAN ADDENDUM TO CLIENT SERVICE AGREEMENT

         CLIENT  acknowledges  that  Compensation  Solutions,  Inc.  (CSI)  will
withhold   amounts  from   work-site   co-employees   compensation   to  provide
co-employees with pre-tax reimbursement for qualifying  transportation  expenses
under the COMPENSATION SOLUTIONS, INC. TRANSIT ONE REIMBURSEMENT PLAN.

         CLIENT  understands  CSI may be  required  to  reimburse  the  worksite
co-employees  for qualifying  transportation  expenses in an amount that exceeds
the amount actually withheld from the worksite  co-employees' pay at the time of
such   reimbursement.   In  this  event,   CLIENT  acknowledges  that  the  plan
administrator,  will from time to time audit the  account  balances  of clients'
work-site employees and may require CLIENT fund said employees accounts to reach
a zero balance.

         CLIENT agrees if its  relationship  with CSI is terminated prior to the
end of a period of coverage  under the Transit One  Reimbursement  Plan,  CLIENT
will  reimburse CSI for  qualifying  transportation  expenses  reimbursed by CSI
during  such period of coverage  to the extent the  expenses  reimbursed  by CSI
exceed the amounts withheld from the worksite co-employees'  compensation during
the  period  of  coverage.  The  CLIENT  also  agrees  that  CSI may  charge  an
administrative  fee of up to  five  percent  (5%)  of the  excess  reimbursement
amount.

COMPENSATION SOLUTIONS, INC.                    CLIENT
       (seal)                                   (seal)


Signed: /s/ Thomas J. Cioffe                    Signed: /s/ Jay Thailer
        --------------------                            -------------------
By:     THOMAS J. CIOFFE                        By:     Jay Thailer





                                       12
<PAGE>


                                                                       EXHIBIT E

                    CORPORATE RESOLUTION FOR ADOPTION OF THE
                  COMPENSATION SOLUTIONS FLEXIBLE BENEFIT PLAN

                                    DVL, INC.


         A special  meeting  of the Board Of  Directors  of the  above-captioned
Delaware Corporation (the "Company") was held on the 24th day of March, 2003.

        All of the  members  of the  Board  of  Directors  of the  Company  were
present.  The Executive  Vice  President of the Company acted as Chairman of the
meeting and the Secretary of the Company acted as Secretary of the meeting.

        The  Executive  Vice  President  stated that the purpose for calling the
special  meeting  of the  Board of  Directors  was to  discuss  adoption  of the
Compensation Solutions Flexible Benefit Plan (the "Plan").

        The  Executive  Vice  President  stated that the reason for adopting the
Plan is to provide the Corporation  with the benefit of a better benefits option
for its employees.  The meeting,  after  substantial  discussion and upon motion
duly made and seconded, unanimously adopted the following resolution:

        RESOLVED,  that the Company hereby adopts the Plan in a form  acceptable
to the officers of the Corporation.

        There being no further or other business to come before the meeting,  on
motion duly made, seconded and unanimously carried, the meeting adjourned.

/s/ Henry Swain
-------------------
Secretary of the Meeting


         The  undersigned,  being all of the  Directors of the  Company,  hereby
waive notice of the foregoing meeting and approve the actions taken therein.

------------------------------------------------

------------------------------------------------

------------------------------------------------





                                       13
<PAGE>


                                                                       EXHIBIT F

                          STATEMENT OF CONFIDENTIALITY

         THIS  AGREEMENT  is entered  into this 26th day of March  2003,  by and
between Compensation Solutions, Inc. *, a New Jersey corporation,  whose address
is 169 Ramapo Valley Road,  Oakland,  New Jersey 07436, and DVL, Inc. a Delaware
Corporation/Limited  Liability  Company/Partnership with offices at 70 East 55th
Street , New York, New York 10022.

         WHEREAS,   DVL,  Inc.   (hereinafter   referred  to  as  "CLIENT")  and
Compensation   Solutions,   Inc.   (hereinafter  referred  to  as  "CSI")  have,
simultaneously  herewith,  entered into a certain  co-employer  relationship  as
evidenced by a certain Client Services Agreement dated even date herewith;

         WHEREAS, CLIENT will reveal to CSI certain confidential and proprietary
information  concerning CLIENT. CLIENT desires certain assurances that CSI shall
treat as confidential any and all information  disclosed by CLIENT, and that CSI
shall not disclose such information to any third party accept as provided for in
the CSI Privacy Policy attached hereto;

         NOW  THEREFORE,  in  consideration  of  the  promises,   covenants  and
agreements  contained  herein,  and other good and valuable  consideration,  the
receipt of which is hereby acknowledged, it is hereby agreed as follows:

1.       CONFIDENTIAL INFORMATION.

         CSI agrees to treat as confidential any and all information  concerning
CLIENT  (regardless  of whether  prepared  by CLIENT,  its  advisors,  agents or
otherwise,  and whether in writing or orally) which is furnished to CSI by or on
behalf of CLIENT (collectively  referred to as the "Confidential  Information"),
in accordance with the provisions of this Agreement.

         The term "Confidential  Information" does not include information which
(i) is or becomes generally  available to the public other than as a result of a
disclosure by CSI or (ii) becomes available to CSI on a  non-confidential  basis
from a source  (other than CLIENT or its agents)  which is not  prohibited  from
disclosing  such  information  to  CSI  by a  legal,  contractual  or  fiduciary
obligation.

2.       NON-DISCLOSURE.

CSI agrees that the Confidential Information will be used solely for the purpose
of  evaluating  a possible  business  relationship  between  CSI and CLIENT (the
"Purpose"),  and for no other purpose,  and that such  information  will be kept
confidential by CSI and its advisors and agents.  CSI agrees that (i) neither it
nor any of its advisors or agents  shall at any time or in any manner,  directly
or indirectly,  disclose to any person or entity any or all of the  Confidential
Information,  and (ii) neither it nor any of its advisors or agents shall at any
time  or in  any  manner,  directly  or  indirectly,  utilize  any or all of the
Confidential Information for any purpose whatsoever (including use of any ideas,
concepts,  or business  plans) other than the Purpose.  CSI shall be responsible
for any  breach or  violation  of this  Agreement  by its  directors,  officers,
employees, agents or advisors.


*  All  references  to  CSI  mean  Compensation  Solutions,  Inc.,  Compensation
Solutions of Oakland,  Inc., CSI Management Group,  Inc., The Bergen Group, Inc.
and any and all other affiliated companies within our corporate family.




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<PAGE>


3.       GENERAL.

         a.  Remedies.  The parties agree that a violation of the  provisions of
this  Agreement  would  cause  irreparable  injury for which  there  would be no
adequate  remedy  at law.  Accordingly,  these  provisions  may be  enforced  by
injunction  without a showing of irreparable  injury and/or inadequate remedy at
law. The parties may also recover damages as a result of any breach of the terms
of this Agreement. The foregoing rights are cumulative with all other rights and
remedies of the parties and are not exclusive.

         b. Applicable Law; Venue. The parties hereby agree that in the event of
any dispute  concerning  the subject  matter of this letter,  (i) the prevailing
party shall be awarded all attorney's fees and costs, (ii) the laws of the State
of New Jersey shall apply,  and (iii) proper venue shall be Bergen  County,  New
Jersey.

         c. Waiver. It is further understood and agreed that no failure or delay
by CLIENT in exercising any right, power or privilege  hereunder will operate as
a waiver thereof,  nor will any single or partial  exercise thereof preclude any
other or  further  exercise  thereof  or the  exercise  of any  right,  power or
privilege hereunder.

ACCEPTED AND AGREED TO BY:

DVL, INC.



By: /s/ Jay Thailer
    ------------------------
    Jay Thailer
    Executive Vice President



COMPENSATION SOLUTIONS, INC.


By: /s/ Thomas J. Cioffe
    ------------------------
    THOMAS J. CIOFFE
    President






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<PAGE>


CSI PRIVACY POLICY

YOUR PRIVACY IS A PRIORITY TO US.

         At Compensation Solutions, Inc (CSI)*, we are committed to safeguarding
Client as well as Co-Employee  information.  Since your privacy is a priority to
us,  CSI will not  share  nonpublic  information  about you with  third  parties
outside of the CSI corporate family without your consent, except as explained in
our  Privacy  Policy.  At CSI we train  our staff how to  properly  handle  your
personal information and restrict access to your files to only those authorized.

         From  time to  time,  we may  communicate  to you  special  offers  for
products or services of third parties outside of the CSI corporate family, which
we  believe,  may be of interest to you,  as  explained  in our Privacy  Policy.
However, we will not provide these third parties with any nonpublic  information
about you without your consent.

         WE DO NOT  PROVIDE  NONPUBLIC  INFORMATION  ABOUT  YOU  TO ANY  NON-CSI
COMPANY WHOSE PRODUCTS AND SERVICES ARE BEING  MARKETED  UNLESS YOU AUTHORIZE US
TO DO SO. THESE NON-CSI  COMPANIES ARE NOT ALLOWED TO USE THIS  INFORMATION  FOR
PURPOSES BEYOND YOUR SPECIFIC AUTHORIZATION.  We have created our Privacy Policy
to communicate our privacy commitment to you, and to serve your privacy needs.

PRIVACY POLICY

ABOUT OUR PRIVACY POLICY...

         Protecting  your privacy is important to CSI. We want you to understand
what  information we may gather and how we may or may not share it. This Privacy
Policy  explains CSI's  collection,  use,  retention and security of information
about you.

HOW WE GATHER INFORMATION

         As part of providing  you with payroll  deducted  services or financial
products, we may obtain information about you from the following sources:

     o    Applications,  forms,  and other  information  that you provide to us,
          whether in writing, in person, by telephone,  electronically or by any
          other  means.  This  information  may  include  your  name,   address,
          employment  information,  income,  social  security  number and credit
          references;

     o    Your  transactions  with  us,  our  affiliates  (members  of  the  CSI
          corporate  family),  or others.  This  information  may  include  your
          payment history on installment loans;

     o    Consumer  reporting  agencies.  This  information  may include account
          information and information about your creditworthiness;

     o    Public sources.  This  information may include real estate records and
          telephone numbers.

SHARING INFORMATION OUTSIDE THE CSI CORPORATE FAMILY

         We are required to, or we may, provide  information  about you to third
parties outside of the CSI corporate  family without your consent,  as permitted
by law, such as:

     o    to  respond  to  a  subpoena  or  court  order,  judicial  process  or
          regulatory authorities;

     o    to consumer reporting agencies when we are obligated;

     o    in connection with a proposed or actual sale,  merger,  or transfer of
          all, or a portion of, a business or real estate transaction;

     o    to protect against fraud.

*  All  references  to  CSI  mean  Compensation  Solutions,  Inc.,  Compensation
Solutions of Oakland,  Inc., CSI Management Group,  Inc., The Bergen Group, Inc.
and any and all other affiliated companies within our corporate family.



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<PAGE>


         CSI shall  notify you in the event CSI  receives  a  subpoena  or other
legal request for information  which CSI is obligated to respond,  and CSI shall
discuss its response with you prior to CSI's formal  response to the subpoena or
legal request.

          In  addition,  we may  provide  information  about you to our  service
providers to help us process your  applications  or service your  accounts.  Our
service providers may include,  mail and telephone service companies,  insurers,
loan service providers, or other professionals.  We may also provide information
to help us perform marketing of CSI products.  The information provided to these
providers  shall be limited to only that which is appropriate  for these service
providers to carry out their functions.

SHARING INFORMATION WITHIN THE CSI CORPORATE FAMILY

         We also may share  information about you within our corporate family of
financial service companies-for  example, our retail banking,  mortgage banking,
credit card,  brokerage and insurance  companies as well as other members of the
CSI family.

         By sharing this  information,  CSI can better understand your financial
needs. We can then send you notification of new products and special promotional
offers that you might not  otherwise  know  about.  For  example,  if you have a
mortgage loan with a CSI mortgage lender, we would know that you are a homeowner
and may be  interested  in hearing how a home equity loan may be a better option
than an auto loan to finance the purchase of a new car.

         You  may   prohibit  the  sharing  of   application   and  third  party
credit-related  information within CSI's corporate family. Simply mail a written
request,  with your name,  address and social security number,  to the following
address:  CSI Privacy,  169 Ramapo Valley Road Oakland,  NJ 07436,  or call toll
free  800-654-4234.  If you make such a  request,  it will  apply to all of your
consumer  relationships  with all the companies within the CSI corporate family.
We will honor your choice on restricting information sharing. Even if you are no
longer a CSI Co-Employee our Privacy Policy will continue to apply to you.

OUR SECURITY PRACTICES AND INFORMATION ACCURACY

         We also take  steps to  safeguard  Client/Co-Employee  information.  We
restrict access to the personnel  information of our Co-Employees to those staff
members  who  need  to  know  that  information  in  the  course  of  their  job
responsibilities.  We maintain physical,  electronic,  and procedural safeguards
that  meet  or  exceed   applicable  state  and  federal  standards  to  protect
Co-Employee information.

         We also have  internal  controls  to keep  Co-Employee  information  as
accurate and complete as we can. If you believe that any  information  about you
is not accurate, please let us know.

OTHER INFORMATION

         If you would  like CSI to limit  its  telephone  contacts  with you for
marketing  purposes,  please  call us at  1-800-654-4234.  This  Privacy  Policy
applies to products or services  provided by CSI used  primarily  for  personal,
family, or household purposes (not business  purposes).  We reserve the right to
change this Privacy Policy at any time.

                      QUESTIONS? PLEASE CALL 1-800-654-4234



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<PAGE>


                                                                       EXHIBIT G

DISCLOSURE FOR CALCULATION OF UNEMPLOYMENT BENEFIT EXPERIENCE CONTRIBUTION RATES
                       AND DISABILITY CONTRIBUTION RATES


A. UPON INCEPTION OF THIS AGREEMENT::


CSI hereby  advises  CLIENT that the  following  methods  shall be utilized  for
calculation of the unemployment  benefit  experience  contribution rates and the
temporary  disability  contribution  rates upon the inception and dissolution of
this Agreement:

(1) If CSI acquires  CLIENT's  total  workforce,  CSI shall report wages and pay
contributions  pursuant to the "unemployment  compensation  law," R.S.43:21-1 et
seq., based on the benefit  experience  assigned to CSI under  R.S.43:21-7.  The
benefit  experience of the CLIENT shall not be  transferred to CSI and shall not
be used in the calculation of CSI'S FUTURE contribution rates.

(2) If CSI acquires less than all of CLIENT's total workforce,  CSI shall report
wages and pay  contributions  pursuant to the "unemployment  compensation  law,"
R.S.43:21-1  et seq. for that  portion of the  workforce  acquired  based on the
benefit  experience  assigned to CSI under  R.S.43:21-7.  The benefit experience
associated with that portion of CLIENT's  workforce acquired by CSI shall not be
transferred  to CSI and shall  not be used in the  calculation  of CSI's  future
contribution  rates. CLIENT shall continue to report wages and pay contributions
for the workforce not acquired by CSI using CLIENT's contribution rate.

B. UPON DISSOLUTION OF THIS AGREEMENT:

(1) If, under the dissolved  employee leasing  agreement,  CLIENT had leased its
total  workforce,  and if, at the time of  dissolution,  CLIENT had leased those
employees  for at least two full  calendar  years,  CLIENT shall be assigned the
rate of a new employer under  R.S.43:21-7  until it is eligible for a rate based
on benefit  experience  pursuant to that section or enters into another employee
leasing agreement.

(2) If, under the dissolved  employee leasing  agreement,  CLIENT had leased its
total workforce, and if, at the time of the dissolution, CLIENT had leased those
employees for less than two full calendar years,  CSI at the time of dissolution
shall provide the  Department of Labor with the data  necessary to calculate the
benefit experience of CLIENT for the duration of the employee leasing agreement.
That benefit experience shall then be added to CLIENT's benefit experience which
was established  prior to entering the employee leasing  agreement.  Both CLIENT
and CSI shall  continue  to use the rate of CSI for the period  from the date of
the dissolution of the employee leasing agreement until the following July 1.

(3) If, under the dissolved employee leasing  agreement,  CLIENT had leased less
than its total  workforce from CSI, and if, at the time of  dissolution,  CLIENT
had leased those covered  employees for at least two full  calendar  years,  the
benefit experience  associated with that portion of CLIENT's workforce which had
been leased from CSI shall not be transferred to CLIENT and shall not be used in
the calculation of CLIENT's future contribution rates.

(4) If, under the dissolved employee leasing  agreement,  CLIENT had leased less
than its total  workforce from CSI, and if, at the time of  dissolution,  CLIENT
had leased those covered  employees for less than two full calendar  years,  the
leasing  company  shall  provide  the  department  with  the data  necessary  to
calculate the benefit  experience  associated  with that portion of the client's
workforce  which had been leased from CSI.  The  department  shall  combine that
benefit  experience with CLIENT's existing benefit  experience.  Both CLIENT and
CSI shall  continue  to use their own rates for the period  from the date of the
dissolution until the following July 1.

(5) If,  immediately  upon dissolution of the employee  leasing  agreement,  the
client company enters into a subsequent  employee  leasing  agreement  regarding
those covered  employees  with another  employee  leasing  company,  the payroll
relative to the client  company  shall be reported and paid at the rate assigned
the second employee leasing company.



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<PAGE>


                                                                       EXHIBIT H

         DVL, INC. will pay Compensation Solutions Inc.:

(1)      for wages paid to Compensation  Solutions Inc.  work-site  co-employees
         which are assigned exclusively to DVL, INC. workplace or field position
         (which are limited to NY Workers'  Compensation Codes NY Clerical 8810,
         NY Sales 8742 and NJ Building NOC 9015);

(2)      a service fee on all contract wages which includes:  State Unemployment
         &  Disability  Insurance,   Workers'  Compensation  Insurance,   Social
         Security and Medicare Payments,  Federal  Unemployment  Insurance,  and
         Compensation  Solutions'  Administration  according  to  the  following
         schedule:

NEW YORK EMPLOYEES

Bill Rate per $100.00 in payroll for:

CATEGORY 100 NY CLERICAL / SALES  8810 AND 8742

    13.34% on Wages          From       $1 to  $7,000
    12.54% on Wages          From   $7,001 to  $8,500
    10.34% on Wages          From   $8,501 to $87,000
     2.24% on all Wages      Over  $87,000

NEW  JERSEY EMPLOYEES

Bill Rate per $100.00 in payroll for:

  Category 200 NJ Building NOC 9015

    17.43% on Wages          From       $1 to  $7,000
    16.63% on Wages          From   $7,001 to  $8,500
    15.13% on Wages          From   $8,501 to $87,000
     6.14% on all Wages      Over  $87,000



DVL,  INC.  agrees to pay a  delivery  fee of $12.75 to CSI for each  pay-period
payroll is processed.


(3)      for all employer  mandated  taxes  and/or  insurance  for  Compensation
         Solutions Inc. work-site  employees assigned to DVL, INC. workplace not
         included in the aforementioned;

(4)      the costs of any other benefits which  Compensation  Solutions Inc. may
         extend to its work-site employees covered by this Agreement  (including
         the   administrative   charges  and  expenses   associated  with  COBRA
         coverage), throughout the term and extensions of this Agreement.

(5)      in the event of a material change in the business or economic  activity
         of CLIENT, or in the event that a workers compensation code assigned to
         any  co-employee  of CLIENT,  CSI reserves the right,  upon thirty (30)
         days  written  notice,  to amend the  assigned  bill rates to  actually
         reflect the proper workers  compensation  code or cost  associated with
         the change in business activity.

(6)      DVL,  INC.  agrees that the fee schedule  above is  reasonable  and not
         necessarily  related to any specific  cost of doing  business by either
         party to this  Agreement.  Furthermore,  DVL, INC.  agrees to pay these
         category   service  fees   throughout   the  year  without   regard  to
         individuals' earnings outside of CSI.

(7)      DVL,  INC.  shall pay said fees to  Compensation  Solutions  Inc.  on a
         C.O.D. basis, in cash,  cashier's check or via Automated Clearing House
         procedures,  all  amounts  set forth in this  Exhibit G when



                                       19
<PAGE>


         due.  Such  amounts not paid when due will be subject to a late payment
         penalty of 5% of the amount due plus carrying charges of 2% per month.

(8)      DVL,  INC.'S  failure  to pay  on  dates  due,  or at  any  other  time
         reasonably  established  by  Compensation  Solutions  Inc.,  shall be a
         material breach of this Agreement, and, at the election of Compensation
         Solutions Inc., grounds for immediate termination of this Agreement.

(9)      At any time at which  Compensation  Solutions  Inc.,  reasonably  feels
         insecure, it shall have the right to require payment by cash, cashier's
         check or  equivalent.  Any final payment under this  Agreement,  or any
         payments made after notice of termination of this Agreement is given by
         either party, must be made by cash, cashier's check or equivalent.

    COMPENSATION SOLUTIONS INC.                               DVL, INC.
             (seal)                                            (seal)



Signed: /s/ Thomas J. Cioffe                     Signed: /s/ Jay Thailer
        -------------------------                       ------------------------
By:     THOMAS J. CIOFFE                         By:    Jay Thailer
        President                                       Executive Vice President






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