EXHIBIT 10.32

                         AGREEMENT OF PURCHASE AND SALE

                                 by and between

                              MCANY OF KEARNY, INC.

                                   ("SELLER")

                                       AND

                           DELBORNE LAND COMPANY LLC,

                      A DELAWARE LIMITED LIABILITY COMPANY,

                                  ("PURCHASER")







Dated as of October __, 2000




                            SOLOMON AND WEINBERG LLP
                               70 East 55th Street
                            New York, New York 10022
                       Attention: Howard R. Shapiro, Esq.


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                                TABLE OF CONTENTS


SECTION                                                                     PAGE

1.     SALE OF SELLER INTERESTS..............................................  2

2.     PURCHASE PRICE........................................................  2

       (a)  Purchase Price...................................................  2
       (b)  Manner of Payment................................................  2
       (c)  Delivery of Reports..............................................  3

4.     REPRESENTATIONS AND WARRANTIES OF SELLER..............................  4

5.     REPRESENTATIONS AND WARRANTIES OF PURCHASER...........................  5

6.     TITLE.................................................................  5

7.     OBJECTIONS TO TITLE...................................................  5

       (a)  Title Objections.................................................  5
       (b)  Acceptance by Purchaser..........................................  6
       (c)  Wrongful Failure to Close........................................  6

8.     CLOSING...............................................................  6

       (a)  Closing Date.....................................................  6
       (b)  Seller's Deliveries to Purchaser.................................  7
       (c)  Purchaser's Delivery to Seller...................................  8
       (d)  Closing Costs; Fees and Disbursements of Counsel, etc............  8
                                                                 -

9.     APPORTIONMENTS........................................................  8

10.    DAMAGE OR DESTRUCTION AND EMINENT DOMAIN..............................  8

       (a)  Risk of Loss.....................................................  8
       (b)  Eminent Domain Prior to Closing..................................  9

11.    DEFAULT; REMEDIES.....................................................  9

12.    NOTICES............................................................... 10

13.    BROKERS............................................................... 11

14.    EARNEST MONEY GUARANTY................................................ 11

15.    SELLER COOPERATION.................................................... 11

16.    CONDITIONS TO CLOSING................................................. 12

       (a)  Title............................................................ 12
       (b)  Other Deliveries and Obligations................................. 12
       (c)  Representations.................................................. 12
       (d)  Documents........................................................ 13

17.    GENERAL............................................................... 13


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       (a)  Waivers.......................................................... 13
       (b)  Binding Effect................................................... 13
       (c)  Identification................................................... 13
       (d)  Captions......................................................... 13
       (e)  Entire Agreement................................................. 13
       (f)  Applicable Law................................................... 14
       (g)  Counterparts..................................................... 14
       (h)  Separability of Provisions....................................... 14
       (i)  Time for Performance............................................. 14
       (j)  Liens............................................................ 14
       (k)  Attorney's Fees.................................................. 14



EXHIBITS

Exhibit A         Description of the Property
Exhibit B         Permitted Encumbrances
Exhibit C         Form of Deed
Exhibit D         Form of Assignment of Silverman Ground Lease
Exhibit E         Adjacent Parcel

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                         AGREEMENT OF PURCHASE AND SALE


       THIS  AGREEMENT  OF  PURCHASE  AND SALE  (this  "AGREEMENT")  is made and
entered into as of the ___ day of October, 2000, by and between MCANY OF KEARNY,
INC.,  having an address c/o MCARED  Realty,  51 Sherman Hill Road,  Building A,
Suite  A-104C,  P.O.  Drawer C,  Woodbury,  Connecticut  06798  ("SELLER"),  and
DELBORNE  LAND  COMPANY LLC, a Delaware  limited  liability  company,  having an
office  c/o  DVL,  Inc.,  70  East  55th  Street,   New  York,  New  York  10022
("PURCHASER").


                              W I T N E S S E T H :
                              - - - - - - - - - -


       WHEREAS,  MCANY is the owner of fee title to that certain  parcel of land
(the "LAND") located in the Town of Kearny,  County of Hudson,  and State of New
Jersey,  and more particularly  described on EXHIBIT A annexed hereto and made a
part hereof,  and, to the extent of Seller's interest therein,  of the buildings
and  improvements   situate  thereon  the  "IMPROVEMENTS";   the  Land  and  the
Improvements are collectively referred to herein as the "PROPERTY");

       WHEREAS,  Seller has  leased  the  Property  to Cygnus 77  Associates,  a
Pennsylvania limited partnership ("CYGNUS") pursuant to a Lease Agreement, dated
as of December 30, 1980 (the "SILVERMAN  GROUND  LEASE"),  a Memorandum of which
was  recorded  September  4, 1981 in Book 3330,  Page 616 of the  Hudson  County
Recorder's Office, New Jersey (the "OFFICE");

       WHEREAS, the lessee's interest in the Silverman Ground Lease was assigned
to CY Kearny LLC, a New Jersey limited  liability  company  ("KEARNY  LLC"),  as
predecessor-in-interest  to CY Kearny  Associates,  LLC,  a New  Jersey  limited
liability  company  ("ASSOCIATES"),  pursuant to an Assignment and Assumption of
Lease  Agreement  (the  "ASSUMPTION  AGREEMENT"),  by  and  between  Cygnus,  as
assignor,  and Kearny LLC, as assignee,  dated as of June 3, 1998,  and recorded
July 15, 1998 in Book 5309, Page 312 in the Office;

       WHEREAS,  a portion of the  Property  is leased to Kmart  Corporation,  a
Michigan  corporation  ("KMART")  pursuant to that certain lease, by and between
Partlin  &  Chananie  Development  Corp.,  a New York  corporation  ("P&C"),  as
landlord,  and Kmart, as tenant,  dated as of April 25, 1979 ("KMART LEASE"),  a
Memorandum  of which was recorded  August 3, 1979 in Book 3282,  Page 125 in the
Office, and P&C assigned its interest in the Kmart Lease to Cygnus,  pursuant to
an Assignment  and  Assumption  Agreement,  by and between P&C as

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assignor,  and Cygnus,  as assignee,  dated as of December 29, 1980 and recorded
September 4, 1981 in Book 3330, Page 612 in the Office,  and Cygnus assigned its
interest  in the  Kmart  Lease  to  Associates  pursuant  to an  Assignment  and
Assumption  Agreement,  by and between Cygnus, as assignor,  and Associates,  as
assignee,  dated as of June 3, 1998 and  recorded on July 16, 1998 in Book 5311,
Page 164 in the Office; and

       WHEREAS,  Seller  desires to sell the Property to Purchaser and Purchaser
desires to purchase  the Property  from  Seller,  each upon the terms herein set
forth.

       NOW,  THEREFORE,  in consideration of the mutual covenants and agreements
contained  herein,   Ten  Dollars  ($10.00)  and  of  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, Seller and Purchaser do hereby agree as follows:

       1.     SALE OF THE PROPERTY.  Subject to the terms and conditions of this
Agreement, Seller shall sell, grant, convey, transfer, assign and deliver all of
Seller's  right,  title and interest in the Property to Purchaser  and Purchaser
shall acquire the Property from Seller.

       The  sale  by  Seller  of the  Property  shall  include  all of  Seller's
interest, if any, in:

              (a)    all rights of Seller,  if any, in and to all licenses,  and
permits  relating to the ownership and operation of the Property  (collectively,
the "PERMITS"); and

              (b)    all easements, rights of way or use, privileges,  licenses,
consents  appurtenances  and rights  belonging or  appertaining to the Property,
including but not limited to, strips and gores ("RIGHTS").

       2.     PURCHASE PRICE.

              (a)    PURCHASE PRICE.  Purchaser will pay the aggregate  purchase
price of Three Hundred Sixty Five Thousand  ($365,000.00) Dollars (the "PURCHASE
PRICE") in lawful  currency of the United  States of America  for the  Property,
subject to the prorations,  adjustments and credits hereinafter  provided for in
this Agreement.

              (b)    MANNER OF PAYMENT.  The Purchase Price shall be paid in the
following manner:

                     (i)    One  Hundred  Twenty-Five   Thousand   ($125,000.00)
Dollars (such sum,  together with all interest  earned thereon are  collectively
referred to as the "EARNEST MONEY"), by check, subject to collection, payable to
Seller;

                     (ii)   The  balance  ("BALANCE")  of  the  Purchase  Price,
subject to the prorations,  adjustments and credits hereinafter provided for, at
the Closing at  Purchaser's  election  by payment of the full amount  thereof by
certified  check or bank check  payable to the order of Seller  ("BANK  CHECK").
Seller and Purchaser  acknowledge and agree that the Earnest Money shall be paid
to Seller at the Closing by Escrow  Agent,  and that  Purchaser  shall receive a
credit

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against the Balance for the full amount of the Earnest Money.

       3.     AS IS; ACCESS TO THE PROPERTY  DURING CONTRACT  PERIOD.  Purchaser
hereby  acknowledges,  represents,  warrants  and  agrees to and with  Seller as
follows:

              (a)    Except  as  expressly  set  forth   herein,   Purchaser  is
expressly  purchasing  the Property in its existing  condition "AS IS, WHERE IS,
AND WITH ALL FAULTS" with respect to all facts,  circumstances,  conditions  and
defects.  Seller has no  obligation  to  determine  or correct  any such  facts,
circumstances,  conditions  or  defects  or to  compensate  Purchaser  for same.
Purchaser  acknowledges  that  Purchaser has fully  examined the Property and is
familiar and  satisfied  with the physical  condition  and state of title of the
Property. Except as expressly set forth herein, Seller has not made and does not
make any  representations  as to  zoning,  compliance  with laws,  the  physical
condition,  structure,  expenses, value of the Property, the continued occupancy
by any tenant,  the adequacy of fitness for use of any  mechanical  equipment or
any  other  matter  or  thing  affecting  or  related  to the  Property  or this
transaction which might be pertinent in considering the purchase of the Property
or the  entering  into of this  Agreement,  and by reason of all the  foregoing,
Purchaser  assumes  the full risk of any loss or damage  (subject  to SECTION 10
below) occasioned by any fact,  circumstance,  condition or defect pertaining to
the Property.

              (b)    Seller  hereby  disclaims  all  warranties  of any  kind or
nature  whatsoever   (including  warranties  of  habitability  and  fitness  for
particular  purposes),   whether  expressed  or  implied,   including,   without
limitation,  warranties  with respect to the  Property,  except as expressly set
forth  in  this  Agreement.  Purchaser  further  acknowledges  that,  except  as
otherwise  expressly set forth in this Agreement,  Purchaser is not relying upon
any representation of any kind or nature made by Seller, or any of its employees
or  agents  with  respect  to  the   Property,   and  that,  in  fact,  no  such
representations were made except as expressly set forth in this Agreement.

              (c)    DELIVERY OF REPORTS.  Not more than ten (10) days after the
execution of this Agreement and upon the further  request by Purchaser  prior to
Closing,  Seller, at no cost to Purchaser,  shall deliver to Purchaser copies of
all engineering and environmental reports,  surveys, studies, service contracts,
agreements and licenses,  if any, in Seller's  possession or control relating to
the Property.  Purchaser  acknowledges  that Seller shall not be responsible for
the accuracy of the information contained in the foregoing Reports. Seller shall
cooperate with Purchaser in connection  with the conduct by Purchaser of its due
diligence.

              (d)    Notwithstanding  anything to the contrary contained in this
SECTION 3, Purchaser and/or Purchaser's  employees,  consultants,  engineers and
agents  shall have the right,  subject  to the rights of the  tenants  under the
Silverman Ground Lease and the Kmart Lease  respectively,  to enter the Property
at any time, in connection with  Purchaser's due diligence of or with respect to
the Property, in order to conduct any investigation,  inspection,  soil tests or
sampling or any boring,  digging,  drilling or other  physical  intrusion of the
Property.  In  performing  Purchaser's  due  diligence of or with respect to the
Property,  Purchaser agrees that it shall use commercially reasonable efforts to
not interfere with the operation of, or disturb the

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occupancy  of  any  tenant  or  subtenant  of  the  Property.  Purchaser  hereby
indemnifies  and  holds  harmless  Seller  from  any  and  all  claims,  damage,
liability,  loss,  cost and expense that may arise in connection with all claims
arising  out of the  acts or  omissions  of  Purchaser,  its  partners,  agents,
employees, licensees, invitees, contractors and consultants.

       4.     REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents
and warrants that:

              (a)    Seller is a corporation  duly organized,  validly  existing
and in good  standing  under  the  laws of New  Jersey  and has full  power  and
capacity to execute  and  deliver  this  Agreement  and perform its  obligations
arising  hereunder;  the execution of this Agreement and performance of Seller's
obligations  hereunder  has  been  duly  authorized,   and  such  execution  and
performance  will not violate any material term of its articles of organization.
Seller is not  required  to  obtain  any  consent,  authorization,  approval  or
obligation  from any third party or under any law,  statute,  rule,  regulation,
judgment,  order,  writ,  injunction  or  decree  in  order  to  enter  into the
transactions contemplated by this Agreement. This Agreement and the documents to
be  delivered  by  Seller  pursuant  hereto do not and will not  contravene  any
provision of any currently  applicable law or regulation which governs the right
of Seller to sell the Property and/or the delivery of this Agreement;

              (b)    There is no litigation, other than pending litigation which
will not be binding upon Purchaser or the Property  after Closing,  condemnation
proceedings or adversarial  proceedings  involving the Property or the Silverman
Ground  Lease,  and  Seller has not prior to the date of its  execution  of this
Agreement received written notice from any governmental instrumentality or other
third  parties  of  any  such  litigation  or  proceeding   being  commenced  or
threatened,   or  that  the  Property  is  not  in  compliance  with  applicable
governmental  laws,  rules and  regulations.  To  Seller's  best  knowledge,  no
federal,  state,  county,  municipal or other  governmental plans to restrict or
change (x) access  from any  highway or road  bounding  the  Property or (y) any
zoning ordinance affecting the Property;

              (c)    Other  than  the  Permitted  Encumbrances  (as  hereinafter
defined), to Seller's best knowledge,  Seller is neither a party to nor bound by
any lease, license, occupancy, management, service, supply, maintenance or other
agreement with respect to the Property;

              (d)    Seller has not filed any petition seeking or acquiescing in
any  reorganization,   arrangement,  composition,   readjustment,   liquidation,
dissolution   or  similar  relief  under  any  law  relating  to  bankruptcy  or
insolvency,  nor, to Seller's best  knowledge,  has any such petition been filed
against  Seller.  No general  assignment of the property of Seller has been made
for the benefit of creditors, and no receiver, master, liquidator or trustee has
been appointed for Seller or any of Seller's property; and

              (e)    Seller is not a  "foreign  person"  as that term is defined
for  purposes of the  Foreign  Investment  in Real  Property  Tax Act,  Internal
Revenue Code ("IRC") Section 1445, as amended,  and the regulations  promulgated
thereunder (collectively "FIRPTA"); and

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              It  shall  be  a   condition   to   Closing   that   each  of  the
representations  and  warranties of Seller  hereunder be true and correct in all
material   respects  as  of  the  date  hereof  and  as  of  the  Closing.   The
representations and warranties of Seller hereunder shall survive the Closing for
a period of one (1) year.

       5.     REPRESENTATIONS  AND  WARRANTIES  OF PURCHASER.  Purchaser  hereby
represents and warrants that:

              (a)    Purchaser is a limited liability company duly organized and
validly  existing and in good  standing  under the laws of the State of Delaware
and has full power and  capacity  to execute  and  deliver  this  Agreement  and
perform its obligations  arising hereunder;  the execution of this Agreement and
performance of Purchaser's  obligations hereunder has been duly authorized,  and
such  execution  and  performance  will not  violate  any  material  term of its
articles of  organization;  Purchaser  is not  required  to obtain any  consent,
authorization,  approval  or  obligation  from any third party or under any law,
statute, rule, regulation,  judgment, order, writ, injunction or decree in order
to enter into the  transactions  contemplated by this Agreement.  This Agreement
and the documents to be delivered by Purchaser  pursuant  hereto do not and will
not contravene any provision of any currently applicable law or regulation which
governs the right of Purchaser  to purchase the Property  and/or the delivery of
this Agreement; and

              (b)    No  petition  in  bankruptcy   (voluntary  or   otherwise),
assignment for the benefit of creditors,  or petition seeking  reorganization or
arrangement  or other action under Federal or State  bankruptcy  laws is pending
against or contemplated by Purchaser.

       6.     TITLE.  At the  Closing,  fee  title  to  the  Property  shall  be
insurable at ordinary rates,  without  additional  premium by Purchaser's  title
insurance  company,  and good and marketable title thereto shall be conveyed and
transferred to Purchaser  subject only to the matters set forth on SCHEDULE B on
the date  hereof to that  certain  title  insurance  commitment  issued by Royal
Abstract Corp. on behalf of Chicago Title Insurance Company,  dated May 30, 2000
under  Commitment  Number  62136  (subject  to  Seller's  obligation  to deliver
customary title affidavits and undertakings to remove the printed  exceptions 1,
2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 on  SCHEDULE  B-SECTION 1 and 1, 2, 4, (to the
extent said taxes, charges and assessments are due and payable),  18, 19, 20, 22
and 23 on SCHEDULE B-SECTION 2 therein) (the "PERMITTED ENCUMBRANCES").

       7.     OBJECTIONS TO TITLE.

              (a)    TITLE OBJECTIONS. If, on the Closing Date, Seller is unable
to convey to Purchaser  title to the Property in accordance  with the provisions
of this  Agreement,  Seller may,  but shall not be  obligated  to, upon  written
notice  delivered to Purchaser on or prior to the Closing  Date,  to one or more
adjournments  of the Closing  for a period or periods  not to exceed  sixty (60)
days in the aggregate to enable Seller to convey such title to the Property.  If
Seller does not so elect to adjourn the  Closing,  or if at the  adjourned  date
Seller  is unable to  conveytitle  in  accordance  with the  provisions  of this
Agreement,  Purchaser may terminate  this  Agreement by written notice to Seller
and Escrow  Agent  delivered  on or promptly  after the date  scheduled  for the
Closing, in which event Escrow Agent shall repay to Purchaser the Earnest Money

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together with any interest  earned thereon,  subject to SECTION 14 hereof.  Upon
payment of the Earnest Money this Agreement  shall be deemed canceled and become
void  and of no  further  effect,  and  neither  party  hereto  shall  have  any
obligations of any nature to the other hereunder or by reason hereof.  If Seller
elects to adjourn the Closing as provided above,  this Agreement shall remain in
effect for the period or periods of  adjournment,  in accordance  with the terms
hereof.  Seller shall not be required to take or bring any action or  proceeding
or any other steps to remove any defect in or  objection  to title or to fulfill
any condition  precedent to Purchaser's  obligations  under this Agreement or to
expend any moneys therefor, nor shall Purchaser have any right of action against
Seller therefor,  at law or in equity,  except that Seller shall, on or prior to
the Closing,  pay, discharge or remove of record or cause to be paid, discharged
or removed of record at  Seller's  sole cost and  expense  all of the  following
items:  (i)  Voluntary  Liens (as  hereinafter  defined)  and (ii)  other  liens
encumbering the Property (including, without limitation,  judgments and federal,
state and municipal  tax liens)  which,  solely in the case of this CLAUSE (II),
(x) are in liquidated  amounts and which may be satisfied  solely by the payment
of money  (including  the  preparation  or  filing of  appropriate  satisfaction
instruments  in  connection  therewith)  and (y) do not exceed in the  aggregate
$50,000.00. The term "VOLUNTARY LIENS" as used herein shall mean liens and other
encumbrances (other than the Permitted  Encumbrances) which Seller has knowingly
and intentionally  suffered or allowed to be placed on the Property,  including,
without limitation, mechanics' liens.

              (b)    ACCEPTANCE BY PURCHASER.  Notwithstanding  anything in this
SECTION 7 hereof to the contrary, Purchaser may at any time accept such title to
the Property as Seller can convey,  without  reduction of the Purchase  Price or
any credit or  allowance on account  thereof or any claim  against  Seller.  The
acceptance  of the Deed  (as  hereinafter  defined)  and the  Assignment  of the
Silverman  Ground Lease (as  hereinafter  defined) by Purchaser  (whether or not
title then comports with the provisions of SECTION 7) shall be deemed to be full
performance  of, and  discharge of, every  agreement and  obligation on Seller's
part to be performed  under this  Agreement,  except for such matters  which are
expressly stated in this Agreement to survive the Closing.

              (c)    WRONGFUL  FAILURE TO CLOSE.  Nothing in this  SECTION 7 and
nothing in this Agreement shall absolve Seller from, or limit Purchaser's rights
in connection  with, any wrongful act on Seller's part which results in Seller's
inability to fulfill its obligations under this Agreement.

       8.     CLOSING.

              (a)    CLOSING DATE. The closing of the transactions  contemplated
by this  Agreement  (the  "CLOSING")  shall  occur at the offices of Solomon and
Weinberg LLP, 70 East 55th Street,  New York,  New York 10022,  or at such other
place upon which the  parties  shall  mutually  agree,  at 10:00 AM, on the date
selected by  Purchaser  in a notice  given to Seller not less than five (5) days
prior thereto, provided that such date shall be not earlier than January 8, 2001
and not later than February 15, 2001,  subject to Seller's right to adjourn such
date as set forth in SECTION 7 hereof (the "CLOSING DATE").

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              (b)    SELLER'S  DELIVERIES  TO  PURCHASER.  On or  prior  to  the
Closing  Date,  Seller  shall  execute and deliver or cause to be executed  (and
where required, acknowledged) and delivered to Purchaser, the following:

                     (i)    A Bargain and Sale Deed with  covenants  against the
acts of Seller,  in the form annexed  hereto as EXHIBIT C conveying to Purchaser
insurable,  good and  marketable  title  to the  Property,  subject  only to the
Permitted Encumbrances;

                     (ii)   A duly executed and acknowledged assignment,  in the
form annexed hereto as EXHIBIT D, of the Silverman Ground Lease (the "ASSIGNMENT
OF THE  SILVERMAN  GROUND  LEASE"),  transferring  and conveying all of Seller's
right,  title  and  interest  as  landlord  thereunder,  containing  Purchaser's
assumption of Seller's  obligations  under the Silverman  Ground Lease  accruing
from and after the Closing Date;

                     (iii)  A Mechanics' lien, possession and gap affidavit, and
any other such  affidavits,  indemnities  and  documents  as may  reasonably  be
required by the Title Company;

                     (iv)   Certification  of  non-foreign  status,  pursuant to
Section 1445 of the Internal Revenue Code;

                     (v)    The originals (or true and correct  complete  copies
if originals are not available) of all Permits and Licenses;

                     (vi)   An  original  counterpart  of the  Silverman  Ground
Lease and Kmart Lease;

                     (vii)  either  (a)  a  non-applicability  letter,  (b) a de
minimus quantity exception or (c) an unconditional approval of Seller's negative
declaration which Seller shall have received from the Industrial Site Evaluation
Element of the New Jersey Department of Environmental  Protection and Entry (the
"ISRA  APPROVAL"),  and for which Seller shall apply  pursuant to the Industrial
Site  Recover  Act,  N.J.S.A.  13:1K-8  et  seq.,  the  regulations  promulgated
thereunder, and any amending or successor legislation or regulations.  Purchaser
shall prepare and Seller shall execute such applications and documents  required
to obtain ISRA approval;

                     (viii) A State of New Jersey  Affidavit of Consideration or
Exemption, if required; and

                     (ix)   Such other documents as shall be reasonably required
by Purchaser or by  Purchaser's  Title Company in order to close and  consummate
the transactions contemplated hereunder.

              (c)    PURCHASER'S  DELIVERY  TO  SELLER.  On  the  Closing  Date,
Purchaser  shall  execute  and deliver to Seller,  or cause to be  executed  and
delivered to Seller:

                     (i)    the Balance of the Purchase Price;

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                     (ii)   the sums, if any, due under Article 9 herein; and

                     (iii)  counterparts   of  the  New  Jersey   Affidavit   of
Consideration or Exemption.

              (d)    CLOSING COSTS; FEES AND  DISBURSEMENTS OF COUNSEL,  ETC. At
the Closing,  Purchaser  shall pay the New Jersey Realty Transfer Tax ("TRANSFER
TAX")  imposed upon or payable in  connection  with the transfer of title to the
Property to Purchaser  and the  recordation  of the Deed.  All such tax payments
shall be made  payable  directly  to the order of the  appropriate  governmental
officer or the Title  Company.  Except as  otherwise  expressly  provided to the
contrary in this  Agreement,  Purchaser  shall pay (i) all charges for recording
and/or filing the Deed and (ii) all title  charges and survey  costs,  including
the premium on Purchaser's  title insurance  policy.  Each of the parties hereto
shall bear and pay the fees and  disbursements  of its own counsel,  accountants
and other advisors in connection  with the  negotiation  and preparation of this
Agreement and the Closing. The provisions of this SECTION 8(E) shall survive the
Closing.

       9.     APPORTIONMENTS.

                     Rent and other sums paid pursuant to the  Silverman  Ground
Lease,  prior to the  Closing,  for the period  January 1, 2001 through June 30,
2001 shall be retained by Seller, without  apportionment,  it being acknowledged
and agreed that the  semi-annual  payment of rent  payable in January  2001 (the
"JANUARY RENT PAYMENT"),  if paid prior to the Closing,  shall belong to Seller.
If, at Closing,  any portion of the January  Rent Payment is past due or has not
yet been paid (the "ARREARAGE"), Purchaser shall pay to Seller the lesser of (i)
the actual  Arrearage  or (ii)  $10,000.00.  Purchaser  shall be entitled to all
payments made in respect of any Arrearage after the Closing.

       10.    DAMAGE OR DESTRUCTION AND EMINENT DOMAIN.

              (a)    RISK OF LOSS.  Risk of loss by damage or destruction to the
Property  prior to the Closing  shall be borne by  Purchaser.  If,  prior to the
Closing  Date,  the  Property  shall be damaged  or  destroyed  by fire,  storm,
accident or other  casualty or cause,  Seller shall promptly give written notice
thereof to Purchaser.  In such event,  the obligations of the parties  hereunder
shall not be affected by such damage or destruction  and/or  damaged  condition,
provided  that at the Closing,  Seller shall assign to Purchaser all of Seller's
interest,  if any, in any  casualty  insurance  proceeds  payable to Seller as a
result of the damage or  destruction,  including rent loss proceeds,  payable by
reason of such damage or  destruction.  The Purchaser shall receive at Closing a
credit  against  the  Purchase  Price for the amount of any  insurance  proceeds
theretofore paid to Seller. Seller agrees to assist and cooperate with Purchaser
in collecting the insurance proceeds.

              (b)    EMINENT  DOMAIN PRIOR TO CLOSING.  If, prior to the Closing
Date, all or any material  portion of the Property is taken by eminent domain or
condemnation (or is the subject of a pending or contemplated  taking of all or a
material portion of the Property which has not been  consummated),  Seller shall
promptly  notify  Purchaser of such fact,  whereupon,  Purchaser


                                       8
<PAGE>


shall have the option to terminate  this  Agreement  upon written  notice to the
Seller given within fifteen (15) business days after the Purchaser's  receipt of
Seller's  notice.  For  purposes  of this  Section,  a  material  portion of the
Property shall be deemed to be any portion with a value in excess of One Hundred
Thousand Dollars ($100,000).  If this Agreement is terminated in accordance with
this  subsection,  Escrow Agent shall  immediately  return the Earnest  Money to
Purchaser,  this Agreement  shall  terminate and thereafter  neither party shall
have any further rights or obligations hereunder. If Purchaser does not exercise
its option to  terminate  this  Agreement  pursuant to this  clause (b),  Seller
shall, at the Closing, assign and deliver to Purchaser all awards for the taking
by eminent  domain or  condemnation,  and there  shall be no  adjustment  of the
Purchase Price.

       11.    DEFAULT; REMEDIES.

              (a)    In the event  Purchaser shall default in the performance of
Purchaser's obligations under this Agreement and the Closing does not occur as a
result thereof (a "PURCHASER DEFAULT"), Seller's sole and exclusive remedy shall
be, and Seller shall be entitled,  to retain the Earnest  Money and any interest
earned  thereon as and for full and complete  liquidated  and agreed damages for
Purchaser's  default, and Purchaser shall be released from any further liability
to Seller hereunder. Seller and Purchaser agree that it would be impractical and
extremely  difficult  to  estimate  the damages  which  seller may suffer upon a
purchaser  default and that the Earnest Money and any interest  earned  thereon,
represents a reasonable  estimate of the total net  detriment  that seller would
suffer upon a purchaser  default.  Such  liquidated  and agreed  damages are not
intended as a forfeiture or a penalty within the meaning of applicable law.

              (b)    In the event that Seller shall  default in the  performance
of Seller's obligations under this Agreement and the Closing does not occur as a
result  thereof,  Purchaser  shall be  entitled,  to either (a)  terminate  this
Agreement,  in which event Seller shall promptly refund to Purchaser the Earnest
Money,  together with interest  thereon  computed at nine percent (9%) per annum
from the date hereof until the date of such  termination,  and thereafter at the
rate of twenty four  percent  (24%) (the  "DEFAULT  RATE") per annum until paid,
together with reimbursement of Purchaser's Costs, as hereinafter  defined,  upon
which  Seller  shall  be  released  from  any  further  liability  to  Purchaser
hereunder,  or (b) seek specific  performance  of Seller's  obligation to convey
title  to  the  Property  as  provided  hereunder.  As  used  herein,  the  term
"PURCHASER'S  COSTS" shall mean the  out-of-pocket  costs and  expenses  paid or
incurred  by  Purchaser,   not  to  exceed   Twenty-Five   Thousand  and  00/100
($25,000.00), including without limitation, reasonable fees and disbursements of
attorneys and other  professionals  engaged by Purchaser in connection  with its
evaluation  of  the  Property,  engineering  and  environmental  testing,  title
examination and survey, and preparation and negotiation of this Agreement.

       12.    NOTICES.  All notices,  demands and requests  provided for in this
Agreement  (collectively,  "NOTICE" or "NOTICES") shall be in writing.  All such
Notices shall be personally  delivered or sent by fax or telecopier (with a hard
copy sent by overnight  courier),  by overnight courier service (such as Federal
Express), or by United States certified mail, return receipt requested,  postage
prepaid, addressed as set forth as follows:

                                       9
<PAGE>


                           If to Seller:

                                    MCANY of Kearny, Inc.
                                    c/o MCARED Realty
                                    51 Sherman Hill Road
                                    Building A, Suite A-104C
                                    P.O. Drawer C
                                    Woodbury, Connecticut  06798

                           If to Purchaser:

                                    Delborne Land Company LLC
                                    c/o DVL, Inc.
                                    70 East 55th Street
                                    New York, New York 10022
                                    Attention: Gary Flicker

                           With a copy to:

                                    Howard R. Shapiro, Esq.
                                    Solomon and Weinberg LLP
                                    70 East 55th Street
                                    New York, New York  10022

Such Notice shall be effective (i) if hand-delivered, upon delivery, (ii) on the
next business day, if deposited and sent by overnight courier,  (iii) if mailed,
two (2)  business  days after such  notice  shall be  deposited  with the United
States Post Office,  or upon actual receipt,  whichever first occurs, or (iv) on
the same day as sent via fax or via telecopier, if sent on a business day, or on
the next business day if sent on a non-  business  day;  provided that in either
case,  a "hard  copy" of such  notice is  deposited  with an  overnight  courier
service on the same day the Fax or telecopy is sent, or on the next business day
if the fax or telecopy is sent on a non-business day.

       13.    BROKERS.  Purchaser  and Seller each  represent and warrant to the
other that it has not dealt with any  broker,  consultant,  finder or like agent
who might be entitled to a commission or  compensation on account of introducing
the parties  hereto,  the  negotiation  or  execution  of this  Agreement or the
closing  of  the  transactions  contemplated  hereby,  other  than  Roger  Stern
("STERN"). Each of Purchaser and Seller shall at Closing pay to Stern the sum of
Five  Thousand  Dollars   ($5,000.00)  as  Stern's  sole  compensation  for  his
assistance  bringing about this  transaction.  Purchaser agrees to indemnify and
hold  Seller  harmless  from and against all  claims,  losses,  liabilities  and
expenses   (including,   without  limitation,   reasonable  attorneys  fees  and
disbursements)  which may be asserted against,  imposed upon or incurred by such
party by reason of the breach by Purchaser of its  representations  made in this
SECTION 13.  Seller  agrees to indemnify  and hold  Purchaser  harmless from and
against  all  claims,  losses,   liabilities  and  expenses  (including  without
limitation,  reasonable  attorneys fees and disbursements) which may

                                       10
<PAGE>


be asserted  against,  imposed  upon or incurred by  Purchaser  by reason of the
breach by Seller of its representations  made in this SECTION 13. The provisions
of this  SECTION  13 shall  survive  the  Closing or other  termination  of this
Agreement.

       14.    EARNEST  MONEY  GUARANTY.  By his  signature  at the  foot of this
Agreement,  Benedict A. Silverman  ("GUARANTOR"),  the principal  shareholder of
Seller, guarantees the prompt return to Purchaser of the Earnest Money (together
with interest,  if any,  payable to Purchaser),  if at any time pursuant to this
Agreement  Purchaser  shall be  entitled to same.  Guarantor  agrees that if the
Earnest Money (and applicable  interest thereon) is not paid to Purchaser within
five  (5) days of the date  Purchaser  becomes  entitled  thereto  (the  "RETURN
DATE"),  interest  shall  accrue at the Default Rate and be payable by Guarantor
during the period commencing on the Return Date and continuing until paid.

       15.    SELLER COOPERATION.

              (a)    Reference  is  made  to that  certain  Reciprocal  Easement
Agreement,  by and between P&C and Millard M. Kay, as Trustee of the K.V. Realty
Trust,  dated as of August 2, 1979,  and recorded in Book 3282,  Page 112 in the
Office, as amended by First Amendment, dated as of August 21, 1979, and recorded
in Book  3284,  Page 839 and  Second  Amendment,  dated  as of June 3,  1980 and
recorded in Book 3301,  Page 1011 (the "REA").  The REA  restricts the owners or
lessees of the Property and the adjoining parcels described in EXHIBIT E annexed
hereto and made a part  hereof  (the  "ADJACENT  PARCEL")  from  taking  certain
actions, including without limitation,  increasing the gross leasable area above
that  shown  on the Site  Plan  attached  to the REA and  changing  the  traffic
patterns as shown on the Site Plan attached to the REA (the "REA RESTRICTIONS").

              (b)    Seller  hereby (i)  irrevocably  waives all rights  arising
under the REA to object to  construction  upon and development of any portion of
the Adjacent Parcel, and (ii) consents to development of an outparcel portion of
the Property by the ground lessee under the Silverman  Ground Lease (the "GROUND
LESSEE")  (collectively,   the  "PROPOSED  DEVELOPMENT")  for  retail  purposes,
provided that Purchaser shall have consented to such Proposed  Development,  and
agrees to sign any necessary documents or agreements in connection therewith.

              (c)    During the term of this  Agreement,  Seller shall cooperate
fully with  Purchaser  and its affiliate  and the Ground  Lessee,  at no cost to
Seller (other than Seller's  general  overhead or time devoted thereto by any of
Seller's  employees,  principals,  officers or  directors)  in  connection  with
obtaining such approvals, permits, licenses, consents, authorizations,  waivers,
variances,  acknowledgements  and the like which  Purchaser,  the Ground  Lessee
and/or their  affiliates may seek in connection  with the Proposed  Development,
and agrees to execute  any  necessary  documents  or  agreements  in  connection
therewith. Additionally, Seller shall not object to the application by Purchaser
or the  Ground  Lessee  of  any  subdivision  approvals,  zoning  variances  and
approvals, EPA approvals,  environmental conservation approvals, board of health
approvals,  department of transportation approvals, railroad approvals, curb cut
and access and egress approvals,  on-and off-site highway and road approvals and
building  permits which are a

                                       11
<PAGE>


condition to the commencement of construction of the Proposed Development.

              (d)    During the term of this Agreement, Seller shall consent to,
and  execute  any  and  all  documents,   instruments,   amendments,  covenants,
appurtenances  and/or  authorizations  in  connection  with or  relating  to the
Proposed Development requested by Purchaser, its affiliate or the Ground Lessee,
which shall be necessary or desirable with respect to the Proposed Development.

       16.    CONDITIONS TO CLOSING.  The  obligation of Purchaser to consummate
the  transaction  contemplated  by this  Agreement  is subject to the  following
conditions precedent being fully complied with at or prior to the Closing,  each
of which  conditions  may be waived or modified in whole or in part by Purchaser
in its sole discretion:

              (a)    TITLE.  Seller shall have  delivered to Purchaser  title to
the Property as required by SECTION 6.

              (b)    OTHER  DELIVERIES  AND   OBLIGATIONS.   Seller  shall  have
delivered all items  described in SECTION 8 and performed all other  obligations
of Seller provided herein.

              (c)    REPRESENTATIONS.  All  representations  and  warranties  of
Seller  stated in this  Agreement  shall be true,  correct  and  complete in all
material respects (individually and in the aggregate) as of the Closing.

              (d)    DOCUMENTS.  All  documents  of Seller  with  respect to the
transactions contemplated herein shall be reasonably satisfactory to Purchaser's
counsel and to the Title Company as being in  accordance  with the terms of this
Agreement.

       17.    GENERAL.

              (a)    WAIVERS. The parties to this Agreement may waive any of the
conditions  contained  herein  or any  of the  obligations  of the  other  party
hereunder,  but any such waiver shall be effective only if in writing and signed
by the party waiving such condition or obligation.  Any past waiver as to any of
the terms,  covenants,  conditions  or provisions  of this  Agreement  shall not
operate  as a  future  waiver  of  the  same  terms,  covenants,  conditions  or
provisions or prevent the future enforcement thereof.

              (b)    BINDING  EFFECT.  Each  and  all of the  terms,  covenants,
conditions,  agreements and stipulations  contained herein shall be binding upon
and inure to the benefit of the parties hereto, their respective  successors and
assigns and successors in interest.

              (c)    IDENTIFICATION.  Whenever  the  singular  number is used in
this  Agreement  and when  required by the context,  the same shall  include the
plural,  the plural the  singular,  and the  masculine  gender shall include the
feminine and neuter  genders and the word "PERSON"  shall  include  corporation,
firm, partnership or other form of association.  The phrase "THE DATE HEREOF"

                                       12
<PAGE>


or words of similar  import shall refer to the last date of execution  hereof by
either one of the Purchaser or the Seller.

              (d)    CAPTIONS.  The  article  and  section  titles,  headings or
captions  contained  in  this  Agreement  are  inserted  only  for  purposes  of
identification  and as a matter  of  convenience  and for  reference;  in no way
define, limit, extend or describe the scope of this Agreement or the interest of
any provision hereof; and shall,  accordingly,  not be considered in construing,
defining, limiting or extending this Agreement as aforesaid.

              (e)    ENTIRE AGREEMENT. This Agreement constitutes and sets forth
the entire  agreement  between the parties relating to the subject matter hereof
and supersedes all prior or contemporaneous agreements and understandings of the
parties hereto and of their respective  principals in connection  therewith.  No
promise, representation, warranty, covenant, agreement or condition not included
or expressed in this Agreement has been or is relied upon by either party hereto
nor shall the same be  binding  upon the  parties  hereto or shall  affect or be
effective to interpret,  change or restrict the  provisions  of this  Agreement,
unless in writing,  signed by the respective parties and dated contemporaneously
or subsequent to the date hereof. Furthermore, neither party hereto has made any
representations,  warranties or covenants to the other party  concerning any tax
benefits or tax  treatment  which may be given to the other party in  connection
with the  transaction  contemplated  hereunder.  No modification or amendment of
this  Agreement  shall be of any force or effect  unless made,  in writing,  and
executed by both Purchaser and Seller.

              (f)    APPLICABLE  LAW.  This  Agreement  shall  be  governed  by,
interpreted  under and construed and enforced in accordance with the laws of the
State of New York.

              (g)    COUNTERPARTS. This Agreement may be executed in one or more
counterparts  and such  counterparts  shall,  for all purposes,  constitute  one
agreement  binding on the parties  hereto,  notwithstanding  that the respective
parties are not signatory to the same counterpart or counterparts.

              (h)    SEPARABILITY   OF  PROVISIONS.   If  one  or  more  of  the
provisions  of this  Agreement  or any  application  thereof  shall be  invalid,
illegal  or   unenforceable   in  any  respect,   the   validity,   legality  or
enforceability of the remaining  provisions hereof, and any application thereof,
shall in no way be affected or impaired and this Agreement shall be construed as
if such invalid,  illegal or  unenforceable  provision had never been  contained
herein.

              (i)    TIME FOR  PERFORMANCE.  Whenever  under  the  terms of this
Agreement the time for performance falls on a Saturday,  Sunday or legal holiday
in the State of Jersey,  such time for performance shall be on the next day that
is not a Saturday, Sunday or legal holiday.

              (j)    LIENS. All sums paid on amount of this Agreement, including
the Earnest Money, are hereby made liens upon the Property.

              (k)    ATTORNEY'S FEES. In the event of any litigation arising out
of this

                                       13
<PAGE>


Agreement,  the  prevailing  party  shall be  entitled  to recover  its
reasonable attorney's fees and costs.


                         [NO FURTHER TEXT ON THIS PAGE]

                                       14
<PAGE>


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

                                        SELLER:

                                        MCANY OF KEARNY, INC.,
                                          a New Jersey corporation


                                        By:
                                           -------------------------------------

                                        PURCHASER:

                                        DELBORNE LAND COMPANY LLC,
                                          a Delaware limited liability company

                                        By: DVL, Inc.,
                                              a Delaware corporation,
                                              Managing Member

                                            By:
                                                --------------------------------
                                                Name:
                                                Title:  Authorized Signatory


BENEDICT A SILVERMAN hereby  guarantees  repayment of Earnest Money to Purchaser
in accordance  with this  Agreement,  and agrees to the terms and  conditions of
Section 14 hereof.


Benedict A. Silverman

                                       15
<PAGE>


                                    EXHIBIT A

                             DESCRIPTION OF PROPERTY


                                (Attached hereto)

<PAGE>


                                    EXHIBIT B

                             PERMITTED ENCUMBRANCES


       1.     The Silverman Ground Lease and the Kmart Lease;

       2.     All  presently  existing  and future  liens for unpaid real estate
taxes  and water and sewer  charges  not due and  payable  as of the date of the
Closing, subject to adjustment as hereinbelow provided.

       3.     All present and future zoning,  building,  environmental and other
laws,  ordinances,  codes,  restrictions  and  regulations  of all  governmental
authorities  having  jurisdiction  with  respect to the  Property and all zoning
variances and special exceptions, subject to Article 15.

       4.     All  covenants,  restrictions  and  rights and all  easements  and
agreements,  whether or not of record,  for the erection  and/or  maintenance of
water, gas, steam, electric, telephone, sewer or other utility pipelines, poles,
wires,  conduits or other like  facilities,  and  appurtenances  thereto,  over,
across and under the Property serving only the Property.

       5.     Any  state  of  facts  an  accurate  survey  of the  Property  may
disclose, provided same does not render title unmarketable.

<PAGE>


                                    EXHIBIT C

                                  FORM OF DEED

Record and return to:
Solomon and Weinberg LLP
70 East 55th Street
New York, New York 10022
Attention: Howard R. Shapiro                  Prepared by:
                                                          ----------------------

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


                                      DEED

       THIS DEED  ("DEED")  made as of  ___________,  2000,  by MCANY OF KEARNY,
INC., a New Jersey  corporation  having an office c/o MCARED Realty,  51 Sherman
Hill Road, Building A, Suite A-104C, P.O. Drawer C, Woodbury,  Connecticut 06798
("GRANTOR") to DELBORNE LAND COMPANY LLC, a Delaware limited liability  company,
having an office c/o DVL,  INC., 70 East 55th Street,  New York,  New York 10022
("GRANTEE").

       CONSIDERATION  AND CONVEYANCE.  Grantor grants and conveys to Grantee all
of its  right,  title  and  interest  in and to  all of the  real  property  and
improvements  located  in the Town of  Kearny,  County of  Hudson,  State of New
Jersey as more  particularly  described in EXHIBIT A attached  hereto and made a
part hereof (the  "PROPERTY"),  but excluding the land, for Ten Dollars ($10.00)
Dollars and other good and valuable consideration the receipt and sufficiency of
which being hereby acknowledged by Grantor.

       MUNICIPAL TAX LOT AND BLOCK OR ACCOUNT NUMBER. The Property is designated
as Block 15, Lot 8,  located in the Town of Kearny,  County of Hudson,  State of
New Jersey.

       RECEIPT OF  CONSIDERATION.  Grantor has  received  the full  payment from
Grantee.

       SIGNATURE  OF GRANTOR.  Grantor  executes  this Deed on the day first set
forth above.


                                           GRANTOR:

                                           MCANY OF KEARNY, INC.,
                                              a New Jersey corporation

<PAGE>


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

<PAGE>


                                 ACKNOWLEDGMENT


STATE OF                )
                        )  ss.:
COUNTY OF               )


       On the ____ day of  _______________  2000, before me, the undersigned,  a
Notary Public in and for said State, personally appeared ______________________,
proved to me on the basis of  satisfactory  evidence to be the individual  whose
name is  subscribed  to the within  instrument  and  acknowledged  to me that he
executed  the  same  in  his  capacity,  and  that  by his  signature(s)  on the
instrument,  the  individual,  or the person upon behalf of which the individual
acted,  executed the instrument;  that the individual is known to me and did not
swear an oath.


                                               Notary Public (SEAL)

<PAGE>


                                    EXHIBIT D

                  FORM OF ASSIGNMENT OF SILVERMAN GROUND LEASE


Record and return to:
Solomon and Weinberg LLP
70 East 55th Street
New York, New York 10022
Attn:  Howard R. Shapiro               Prepared by:
                                                   -----------------------------



ASSIGNMENT AND ASSUMPTION OF LEASE


       KNOW ALL MEN BY THESE PRESENTS,  that MCANY OF KEARNY, INC., a New Jersey
corporation,  having an office c/o MCARED Realty, 51 Sherman Hill Road, Building
A, Suite A-104C, P.O. Drawer C, Woodbury,  Connecticut 06798  ("ASSIGNOR"),  for
and in  consideration  of TEN  ($10.00)  DOLLARS  and  other  good and  valuable
consideration  paid by DELBORNE LAND COMPANY LLC, a Delaware  limited  liability
company, having an office c/o DVL, Inc., 70 East 55th Street, New York, New York
10022   ("ASSIGNEE"),   the  receipt  and  sufficiency  of  which  being  hereby
acknowledged,  hereby assigns,  transfers and sets over unto Assignee,  and unto
Assignee's  successors and assigns, from and after the date hereof (the "CLOSING
DATE"),  all of Assignor's right,  title and interest as lessor in, to and under
that  certain  agreement  of  lease,  dated as of  December  30,  1980,  between
Assignor,  as  landlord,  and  Cygnus  77  Associates,  a  Pennsylvania  limited
partnership,  as tenant,  a memorandum of which lease was recorded  September 4,
1981 in Book 3330, Page 616 in the Hudson County  Recorder's Office (the "GROUND
LEASE"),  which Ground Lease  affects that certain  parcel of real property more
particularly  described in EXHIBIT A annexed  hereto and made a part hereof (the
"PREMISES"),  together with all rents, guarantees, if any, of the obligations of
the tenant thereunder and any security deposits, if

<PAGE>


any, but only to the extent presently held by Assignor as set forth on EXHIBIT B
annexed hereto and made a part hereof (the "SECURITY  DEPOSIT"),  subject to the
terms and conditions of the Ground Lease.

       TO HAVE AND TO HOLD THE SAME unto  Assignee,  its successors and assigns,
forever.

       Assignee for itself,  its successors  and assigns,  hereby assumes all of
the rights,  duties and obligations of the lessor under the Ground Lease arising
from and after the date hereof.


                         [NO FURTHER TEXT ON THIS PAGE]

<PAGE>


       IN WITNESS WHEREOF,  the parties hereto have executed this Assignment and
Assumption of Lease as of ______________________, 2000.

                                          ASSIGNOR:

                                          MCANY OF KEARNY, INC.
                                            a New Jersey corporation


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:



                                          ASSIGNEE:

                                          DELBORNE LAND COMPANY LLC,
                                            a Delaware limited liability company

                                          By:  DVL, Inc.,
                                                 a Delaware corporation,
                                                 Managing Member

                                               By:
                                                  ------------------------------
                                                  Name:
                                                  Title:  Managing Member


<PAGE>


                                 ACKNOWLEDGMENT


STATE OF                )
                        )  ss.:
COUNTY OF               )


       On the ____ day of  ______________________  in the year 2000,  before me,
the undersigned, personally appeared _______________________________, personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that  he/she  executed  the same in  his/her  capacity,  and that by  his/her
signature on the instrument,  the individual, or the person upon behalf of which
the individual acted, executed the instrument.



                                                 Notary Public  (SEAL)

<PAGE>


                                 ACKNOWLEDGMENT



STATE OF                )
                        )  ss.:
COUNTY OF               )


       On the ____ day of  _________________  in the year  2000,  before me, the
undersigned, personally appeared _________________________,  personally known to
me or proved to me on the basis of  satisfactory  evidence to be the  individual
whose name is subscribed to the within  instrument and  acknowledged  to me that
she/he executed the same in her/his  capacity,  and that by her/his signature on
the  instrument,  the  individual,  or the  person  upon  behalf  of  which  the
individual acted, executed the instrument.


                                                 Notary Public  (SEAL)

<PAGE>


                                    EXHIBIT A

                                  The Premises
                             (Property Description)


                                [Attached hereto]

<PAGE>


                                    EXHIBIT B

                                Security Deposit


<PAGE>


                                    EXHIBIT E


                                 ADJACENT PARCEL


                                (Attached hereto)