EXHIBIT 10.31

                         AGREEMENT OF PURCHASE AND SALE
                                 by and between

                        PASSAIC AVENUE SOUTH ASSOCIATES,

                        a New Jersey limited partnership,

("SELLER")
  ------


and

DEL TOCH LLC,

a Delaware limited liability company,

("PURCHASER")
  ---------







Dated as of September ___, 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


PARAGRAPH                                                                   PAGE

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

2.    PURCHASE PRICE.........................................................  3

(A)      PURCHASE PRICE......................................................  3
(B)      MANNER OF PAYMENT...................................................  3

3.    INTENTIONALLY OMITTED..................................................  3

4.    REPRESENTATIONS AND WARRANTIES OF SELLER...............................  3

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

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

(A)      REAL ESTATE.........................................................  5
(B)      PERSONALTY..........................................................  6

7.    OBJECTIONS TO TITLE....................................................  6

(A)      TITLE OBJECTIONS....................................................  6
(B)      ACCEPTANCE BY PURCHASER.............................................  7
(C)      WRONGFUL FAILURE TO CLOSE...........................................  7

8.    CLOSING................................................................  7

(A)      CLOSING DATE........................................................  7
(B)      SELLER'S DELIVERIES TO PURCHASER....................................  7
(C)      PURCHASER'S DELIVERY TO SELLER......................................  8
(D)      ESCROW AGENT'S DELIVERY.............................................  8
(E)      CLOSING COSTS; FEES AND DISBURSEMENTS OF COUNSEL, ETC...............  8

9.    APPORTIONMENTS.........................................................  9

(A)      LAND LEASE RENT.....................................................  9
(B)      KENBEE LEASE RENT...................................................  9

10.   DAMAGE OR DESTRUCTION AND EMINENT DOMAIN...............................  9

(A)      RISK OF LOSS........................................................  9
(B)      EMINENT DOMAIN PRIOR TO CLOSING.....................................  9

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

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

13.   BROKERS................................................................ 12

14.   ESCROW................................................................. 12

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15.   GOVERNMENTAL APPROVALS................................................. 14

(A)      DEFINITIONS......................................................... 14
(B)      APPLICATIONS; SELLER'S COOPERATION.................................. 14

16.   PARTNER CONSENTS....................................................... 15

17.   CONDITIONS TO CLOSING.................................................. 15

(A)      TITLE............................................................... 15
(B)      OTHER DELIVERIES AND OBLIGATIONS.................................... 15
(C)      REPRESENTATIONS..................................................... 15
(D)      DOCUMENTS........................................................... 15

18.   GENERAL................................................................ 16

(A)      WAIVERS............................................................. 16
(B)      BINDING EFFECT...................................................... 16
(C)      IDENTIFICATION...................................................... 16
(D)      CAPTIONS............................................................ 16
(E)      ENTIRE AGREEMENT.................................................... 16
(F)      APPLICABLE LAW...................................................... 16
(G)      COUNTERPARTS........................................................ 16
(H)      SEPARABILITY OF PROVISIONS.......................................... 17
(I)      TIME FOR PERFORMANCE................................................ 17
(J)      LIENS............................................................... 17
(K)      ATTORNEY'S FEES..................................................... 17


EXHIBITS

Exhibit A         Description of Land
Exhibit B         Permitted Exceptions
Exhibit C         Pending Litigation
Exhibit D         Form of Assignment of Land Lease
Exhibit E         Form of Deed
Exhibit F         Form of Sublease Assignment
Exhibit G         Form of Bill of Sale and Omnibus Assignment

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                         AGREEMENT OF PURCHASE AND SALE


       THIS AGREEMENT OF PURCHASE AND SALE (the "AGREEMENT") is made and entered
into as of the ___ day of September,  2000, by and between  PASSAIC AVENUE SOUTH
ASSOCIATES  ("PASSAIC"),  a New Jersey limited  partnership  with offices at c/o
Cassidy  Maintenance  Corp., 72 Essex Street,  Lodi, New Jersey 07644 ("SELLER")
and DEL TOCH 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, Passaic is currently the tenant under a certain lease (the "LAND
LEASE")   dated  August  5,  1982,   made  by  Del-Val   Financial   Corporation
("LANDLORD"),  as landlord and Passaic  Avenue  Associates,  the  predecessor of
Seller, as tenant, a memorandum of which was recorded July 18, 1984 in Deed Book
3419,  Page 758 in the  Office  of the  Hudson  County  Register  of Deeds  (the
"OFFICE") covering certain real estate situated in the Town of Kearny, County of
Hudson  and  State of New  Jersey,  more  particularly  described  in  EXHIBIT A
attached hereto (the "LAND"); and

       WHEREAS,  Passaic is the owner of fee title to all buildings,  structures
and other  improvements  and the fixtures and equipment  therein  located on the
Land  (collectively,  the  "IMPROVEMENTS";  the  Land and the  Improvements  are
collectively referred to herein as the "REAL ESTATE");

       WHEREAS,  Passaic has subleased the premises demised under the Land Lease
(the "LL  PREMISES")  and leased the  Improvements  to Kenbee  Management,  Inc.
("KENBEE"), pursuant to an Agreement of Lease dated August 5, 1982, a memorandum
of which was  recorded  July 18, 1984 in Deed Book 3419,  Page 752 in the Office
(the "KENBEE LEASE");

       WHEREAS,   Kenbee  has   modified   and  assigned  the  Kenbee  Lease  to
Professional   Service  Corp.  ("PSC")  pursuant  to  that  certain  Assignment,
Assumption and Modification  Agreement dated June 7, 1993, by and among Passaic,
Kenbee and PSC, recorded June 9, 1993 in Deed Book 4604, Page 206 in the Office;
and

       WHEREAS,  Purchaser desires to purchase and Seller desires to sell all of
Seller's interest in the Land Lease and the Improvements, in accordance with the
terms and conditions hereinafter 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:
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       1.     SALE OF SELLER  INTERESTS.  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 Land  Lease and the estate
created thereby (the "LEASEHOLD  INTEREST") and the Improvements  (the Leasehold
Interest,  the  Improvements  and the Personalty (as hereinafter  defined) being
herein  collectively  referred to as the "SELLER  INTERESTS")  to Purchaser  and
Purchaser shall acquire the Seller Interests from Seller.

       The sale by Seller of the Leasehold  Interest and the Improvements  shall
include all of Seller's interest in:

              (a)    all furniture,  furnishings,  fixtures,  machinery,  goods,
supplies, inventories,  equipment and all other tangible and intangible personal
property  of every  kind and  character  owned by Seller  situated  on or in the
Improvements and relating to, and used in connection with,  Seller's  ownership,
maintenance or operation of the Improvements (the "PERSONAL PROPERTY");

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

              (c)    all easements, rights of way or use, privileges,  licenses,
appurtenances and rights belonging or appertaining to the Real Estate, including
but not limited to, strips and gores ("RIGHTS") (the Personal Property,  Permits
and Rights are collectively referred to herein as the "PERSONALTY").

       2.     PURCHASE PRICE.

              (a)    PURCHASE PRICE.  Purchaser will pay the aggregate  purchase
price of Three Million  Dollars  ($3,000,000)  (the "PURCHASE  PRICE") in lawful
currency of the United  States of America for the Seller  Interests,  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)    Twenty Five Thousand  Dollars  ($25,000)  (such sum,
together with all interest  earned thereon are  collectively  referred to as the
"EARNEST  MONEY"),  by check,  subject  to  collection,  payable to Ross & Cohen
("ESCROW AGENT") as the escrow agent  hereunder,  the proceeds of which shall be
deposited into an interest-bearing account and held in escrow in accordance with
the terms and conditions of PARAGRAPH 14 hereof;

                     (ii)   The  balance  ("BALANCE")  of  the  Purchase  Price,
subject to the prorations,  adjustments and credits hereinafter provided for, at
Closing at Purchaser's election either by (i) payment of the full amount thereof
by certified  check or bank check payable to the

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order of Seller  ("BANK  CHECK") or (ii) by  Purchaser  (x) taking  title to the
Seller Interests subject to the lien of that certain mortgage [describe existing
mortgage], and (y) payment by Bank Check in the amount of the difference between
the Balance and the outstanding  principal sum secured by the Existing  Mortgage
as of the Closing.  Seller and Purchaser  acknowledge and agree that the Earnest
Money  shall be paid to Seller at Closing by Escrow  Agent,  and that  Purchaser
shall  receive a credit  against  the Balance for the full amount of the Earnest
Money.

       3.     INTENTIONALLY OMITTED.

       4.     REPRESENTATIONS AND WARRANTIES OF SELLER.  Seller hereby makes the
following  representations and warranties which Seller acknowledges are material
inducements  to Purchaser  entering into this Agreement and its agreement to pay
the Purchase Price,  all of which are true and correct as of the date hereof and
which shall be true and correct on the Closing Date.

              (a)    Seller  is a duly  organized  limited  partnership  validly
existing  under  the laws of the  State of New  Jersey  and has full  power  and
capacity to execute  and  deliver  this  Agreement  and perform its  obligations
arising  thereunder.  Upon  receipt  of the  Partner  Consents  (as  hereinafter
defined),  this  Agreement  will be binding on Seller  and  enforceable  against
Seller in accordance with its terms. Except for Partner Consents (as hereinafter
defined) 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 Seller Interests and/or the delivery of this Agreement.

              (b)    Except as  disclosed  on  EXHIBIT  C  attached  hereto,  to
Seller's best  knowledge  there is no  litigation,  condemnation  proceedings or
adversarial proceedings involving the Seller Interests, 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  Improvements are not in
compliance with applicable governmental laws, rules and regulations.  Seller has
no knowledge  of any federal,  state,  county,  municipal or other  governmental
plans to restrict or change (x) access  from any  highway or road  bounding  the
Improvements or (y) any zoning ordinance affecting the Land or the Improvements.

              (c)    Other than the  Permitted  Exceptions,  Seller is neither a
party to nor  bound  by any  lease,  license,  occupancy,  management,  service,
supply,  maintenance or other agreement with respect to the Real Estate which by
its terms expires  after the Closing Date and which cannot be canceled,  without
the payment of any  premium,  penalty or charge,  upon not more than thirty (30)
days' prior written notice.
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              (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 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.  The Seller Interests are the only property,  real or
personal, of Seller.

              (e)    Seller is the sole  owner of the Seller  Interests  and has
not assigned, pledged, transferred,  leased or otherwise encumbered its interest
therein except for the Permitted Encumbrances. No person or entity has any right
or option to acquire the Seller Interests or any portion thereof from Seller.

              (f)    Seller  has  not  received  any  written  notice  from  any
governmental  authority  of any  violation of  Environmental  Laws which has not
heretofore been cured.

              (g)    Seller  has  delivered  to  Purchaser   all   Environmental
Documents (as hereinafter  defined) in its possession as of the date hereof, and
will reasonably  promptly after receipt,  deliver to Purchaser any Environmental
Documents  coming  into  its  possession   after  the  date  hereof.   The  term
"ENVIRONMENTAL  DOCUMENTS"  shall mean all  environmental  documentation  in the
possession or under the control of Seller concerning the Improvements regardless
of whether generated by or on behalf of Seller or its consultants,  predecessors
in title or current or prior occupants of the Improvements,  including,  without
limitation,  all sampling plans, cleanup plans, preliminary assessment plans and
reports, site investigation plans and reports,  remedial investigation plans and
reports, remedial action plans and reports or the equivalent,  sampling results,
sampling result reports,  data, diagrams,  charts, maps, analysis,  conclusions,
quality assurance/quality  control documentation,  correspondence to or from any
municipal,  county,  state or federal  governmental  authority  and  directives,
orders,  approvals and disapprovals  issued by any municipal,  county,  state or
federal governmental authority.

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

              It shall be a Closing  Condition 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
makes the following  representations and warranties which Purchaser acknowledges
are material  inducements to Seller entering into this  Agreement,  all of which
are true and  correct as of the date  hereof and

                                       4

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which shall be true and correct on the Closing Date;

              (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,  deliver this  Agreement and perform
its  obligations  arising  thereunder;  the  execution  of  this  Agreement  and
performance of Purchaser's  obligations  hereunder of has 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 Seller  Interests  and/or the
delivery of this Agreement.

              (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; and

       6.     TITLE.

              (a)    REAL ESTATE.  At Closing,  the  Leasehold  Interest and fee
title to the  Improvements  shall be insurable at ordinary  rates by Purchaser's
title insurance company, and good and marketable title thereto shall be conveyed
and  transferred  to  Purchaser,  in each  case  free and  clear  of all  liens,
restrictions,  easements,  encumbrances, leases, tenancies and other objections,
subject  only to the  matters  set forth on EXHIBIT B annexed  hereto and made a
part hereof (the "PERMITTED ENCUMBRANCES").

              (b)    PERSONALTY.  As of  the  Closing,  Seller's  title  to  the
Personalty  shall be good  and  marketable  and  free  and  clear of any and all
security  interests,  liens,  encumbrances,  chattel  mortgages,  leases,  trust
receipts,  conditional sales  agreements,  pledges,  title retention  contracts,
assignments,  tax  liens  and  claims  of every  kind,  nature  and  description
whatsoever.  Seller  agrees  to pay at  Closing  any sums  required  to free the
Personalty  of any interest of any third  party,  and to cause the filing of any
release,  termination  statement or other document  required to remove of record
such interest of any such third party.

       7.     OBJECTIONS TO TITLE.

              (a)    TITLE OBJECTIONS. If, on the Closing Date, Seller is unable
to convey to  Purchaser  title to the Seller  Interests in  accordance  with the
provisions  of this  Agreement,  Seller shall be entitled,  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

                                       5

<PAGE>


aggregate  to enable  Seller to convey  such title to the Seller  Interests.  If
Seller does not so elect to adjourn the  Closing,  or if at the  adjourned  date
Seller is  unable to convey  title 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
together with any interest earned thereon, subject to PARAGRAPH 14. 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  Seller  Interests,  other than  those  caused by Kenbee or PSC  (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),  (y)
do not exceed in the aggregate  $500,000.00.  The term "VOLUNTARY LIENS" as used
herein shall mean liens and other encumbrances (other than Permitted Exceptions)
which Seller has knowingly and intentionally suffered or allowed to be placed on
the Seller Interests, including, without limitation, mechanics' liens, but shall
expressly exclude judgments and federal, state and municipal tax liens.

              (b)    ACCEPTANCE BY PURCHASER.  Notwithstanding  anything in this
PARAGRAPH 7 hereof to the contrary,  Purchaser may at any time accept such title
to the Seller Interests as Seller can convey,  without reduction of the Purchase
Price (as hereinafter  defined) or any credit or allowance on account thereof or
any claim against  Seller.  The  acceptance of the  Assignment  (as  hereinafter
defined)  and the Deed (as  hereinafter  defined) by  Purchaser  (whether or not
title then  comports  with the  provisions of PARAGRAPH 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 PARAGRAPH 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  or  intentional
misrepresentation  or  intentional  breach of warranty which results in Seller's
inability to fulfill its obligations under this Agreement.


       8.     CLOSING.


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<PAGE>

              (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 the offices
of Purchaser's  lender or its counsel,  at 10:00 AM, on the date which is thirty
(30) days following the Approval Date (as hereinafter defined), provided that if
such date shall not be a  business  day,  the  Closing  shall  occur on the next
following business day (the "CLOSING DATE").

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

                     (i)    An  Assignment of Land Lease (the  "ASSIGNMENT")  in
the form annexed hereto as EXHIBIT D conveying to Purchaser insurable,  good and
marketable  title  to the  Leasehold  Interest,  subject  only to the  Permitted
Exceptions;

                     (ii)   A  Bargain  and  Sale  Deed  with  covenant  against
grantor's  acts (the "DEED") in the form annexed  hereto as EXHIBIT E, conveying
to Purchaser insurable,  good and marketable title to the Improvements,  subject
only to the Permitted Exceptions;

                     (iii)  An Assignment of Lease (the  "SUBLEASE  ASSIGNMENT")
in the form annexed  hereto as EXHIBIT F,  assigning to Purchaser the landlord's
interest in the Kenbee Lease.

                     (iv)   A Bill of Sale and  Omnibus  Assignment  in the form
annexed hereto as EXHIBIT G transferring to Purchaser all --------- Personalty;

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

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

                     (vii)  The originals (or true and correct  complete  copies
if  originals  are not  available)  of all Permits and Licenses to the extent in
Seller's possession or control;

                     (viii) Copies of Seller's  resolutions  certified by Seller
as true,  correct and  complete,  as of the Closing  Date, so as to evidence the
authority of the person  signing the Deed and other  documents to be executed by
Seller at  Closing  and the power and  authority  of Seller to convey the Seller
Interests to Purchaser in accordance with this Agreement;

                     (ix)   Either (a) a  non-applicability  letter, or (b) a de
minimis quantity exemption or (c) an unconditional approval of Seller's negative
declaration  (the "ISRA  APPROVAL"),  which  shall have been  received  from the
Industrial Site Evaluation Element of the

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<PAGE>


New  Jersey  Department  of  Environmental  Protection  ("DEP"),  and for  which
Purchaser  shall apply  pursuant to the Industrial  Site Recovery Act,  N.J.S.A.
13:1K-6 ET SEQ., the  regulations  promulgated  thereunder,  and any amending or
successor legislation or regulations.  Seller shall cooperate with Purchaser and
shall join in any application  required by DEP to obtain the ISRA Approval.  The
delivery  at Closing of the ISRA  Approval  shall be a  condition  precedent  to
Purchaser's obligations hereunder;

                     (x)    An  original  counterpart  of each of the Land Lease
and the Kenbee Lease or a copy certified by the general  partner of Seller to be
true and complete; and

                     (xi)   Such other documents as shall be reasonably required
by Purchaser or by Purchaser' 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, the Closing Payment.

              (d)    ESCROW AGENT'S  DELIVERY.  On the Closing Date and in order
to close and consummate the transactions  contemplated  hereunder,  Escrow Agent
shall deliver the Earnest Money to Seller,  and Purchaser shall receive a credit
against the Purchase Price for such sum.

              (e)    CLOSING COSTS; FEES AND  DISBURSEMENTS OF COUNSEL,  ETC. At
the Closing, Seller shall pay the New Jersey Realty Transfer Tax imposed upon or
payable in connection  with the transfer of title to the Leasehold  Interest and
the  Improvements  and the  recordation  of the Deed and the  Assignment,  which
shall, at Seller's  election,  be allowed for out of the Purchase Price and paid
by  Purchaser on behalf of Seller.  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  PARAGRAPH  8(E) shall  survive  the
Closing.

       9.     APPORTIONMENTS.

              The  following  items are to be  apportioned  between  Seller  and
Purchaser 11:59 on the date immediately proceeding the Closing Date:

              (a)    LAND LEASE RENT.  Rent and other sums paid  pursuant to the
Land Lease for the month in which Closing occurs (the "CURRENT  MONTH") on a per
diem  basis,  based upon the number of days in the  Current  Month  prior to the
Closing  (which  shall be  allocated  to Seller),  and the number of days in the
Current Month on and after the Closing (which shall be allocated to

                                       8

<PAGE>

Purchaser).
              (b)    KENBEE  LEASE  RENT.  Rent under the  Kenbee  Lease for the
Current Month on a per diem basis,  based upon the number of days in the Current
Month prior to the Closing (which shall be allocated to Seller),  and the number
of days in the Current Month on and after the Closing  (which shall be allocated
to Purchaser).

       10.    DAMAGE OR DESTRUCTION AND EMINENT DOMAIN.

              (a)    RISK OF LOSS.  Risk of loss by damage or destruction to the
Improvements  prior to Closing shall be borne by Purchaser,  it being understood
and agreed that the Closing shall proceed  notwithstanding that the Improvements
or any part thereof are damaged or destroyed by fire,  storm,  accident or other
casualty or cause.  In such  event,  on the Closing  Date,  Seller  shall pay to
Purchaser all casualty  insurance proceeds received by Seller in respect of such
damage or destruction,  including rent loss proceeds, if any, ("PROCEEDS"),  and
shall assign to Purchaser  all of Seller's  interest in any Proceeds  payable 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  Land or  Improvements  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 Seller  Interests which has not been
consummated),  Seller shall promptly notify  Purchaser of such fact,  whereupon,
Purchaser  shall have the option to terminate this Agreement upon written notice
to the Seller given within five (5) business days after the Purchaser's  receipt
of Seller's  notice.  For purposes of this Paragraph,  a material portion of the
Land or Improvements shall be deemed to be any portion with a value in excess of
Fifty Thousand Dollars ($50,000).  If this Agreement is terminated in accordance
with this subparagraph,  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 subparagraph (b), Seller
shall, at 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

                                       9

<PAGE>


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  and instruct  Escrow Agent to pay to Purchaser the Earnest Money with
the interest  earned  thereon,  if any, upon which Seller shall be released from
any further liability to Purchaser  hereunder,  (b) seek specific performance of
Seller's  obligation to convey title to the Property as provided  hereunder,  or
(c) seek such damages or other remedy available at law or in equity.

       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:

                                       10
<PAGE>

                          If to Seller:

                                   Passaic Avenue South Associates
                                   c/o Cassidy Maintenance Corp.
                                   72 Essex Street
                                   Lodi, New Jersey 07644

                          With a copy to:

                                   Ross & Cohen
                                   711 Third Avenue
                                   New York, New York 10017
                                   Att'n:  Midge Nuttman, Esq.

                          If to Purchaser:

                                   Del Toch 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

                          If to Escrow Agent:

                                   Ross & Cohen
                                   711 Third Avenue
                                   New York, New York 10017
                                   Att'n:  Midge Nuttman, Esq.

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

                                       11

<PAGE>


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

       14.    ESCROW.  Escrow Agent shall hold the Earnest Money,  together with
all  interest  earned  thereon,  in its  interest  bearing  escrow  account,  in
accordance with the following:

              (a)    Escrow Agent shall hold the Earnest  Money,  together  with
all interest earned thereon,  in Escrow Agent's escrow account,  and shall cause
the Earnest Money to earn interest at then prevailing insured money market rates
on deposits  of similar  size.  Escrow  Agent  shall have no  liability  for any
fluctuations  in the interest rate paid in respect of the Earnest Money,  and is
not a guarantor thereof.

              (b)    If Escrow Agent  receives a written  notice  signed by both
Seller and  Purchaser  stating  that the Closing has occurred and that Seller is
entitled to receive the Earnest  Money,  Escrow Agent shall  deliver the Earnest
Money,  together  with the interest  earned  thereon to Seller.  If Escrow Agent
receives  a  written  notice  signed  by both  Seller  and  Purchaser  that this
Agreement  has been  terminated  or  canceled,  Escrow  Agent shall  deliver the
Earnest Money, together with the interest thereon, as directed therein.

              (c)    If  Escrow  Agent  receives  a  written  request  signed by
Purchaser or Seller (the "NOTICING  PARTY") stating that this Agreement has been
canceled or  terminated  and that the Noticing  Party is entitled to the Earnest
Money,  Credit,  or that the other party hereto (the  "NON-NOTICING  PARTY") has
defaulted in the  performance of its obligations  hereunder,  Escrow Agent shall
mail (by certified mail, return receipt requested) a copy of such request to the
Non-Noticing  Party.  The  Non-Noticing  Party shall have the right to object to
such request for the Earnest Money by written  notice of objection  delivered to
and received by Escrow Agent not more than ten (10) Business Days after the date
of Escrow  Agent's  mailing  of such  copy to the  Non-Noticing  Party,  but not
thereafter.  If Escrow  Agent  shall not have so  received  a written  notice of
objection from

                                       12

<PAGE>


the Non-Noticing Party,  Escrow Agent shall deliver the Earnest Money,  together
with the interest earned  thereon,  to the Noticing Party. If Escrow Agent shall
have received a written notice of objection  within the time herein  prescribed,
Escrow  Agent  shall not  comply  with any  requests  or demands on it and shall
continue to hold the Earnest Money,  together with any interest  earned thereon,
until Escrow Agent  receives  either (i) a written  notice signed by both Seller
and  Purchaser  stating who is entitled to the Earnest  Money (and  interest) or
(ii) a final order of a court of competent  jurisdiction  directing disbursement
of the Earnest  Money (and  interest) in a specific  manner,  in either of which
events  Escrow Agent shall then  disburse the Earnest  Money,  together with the
interest earned thereon,  in accordance with such notice or order.  Escrow Agent
shall not be or become  liable in any way or to any  person  for its  refusal to
comply  with any such  requests  or demands  until and unless it has  received a
direction of the nature described in subdivision (i) or (ii) above.

              (d)    Any  notice to Escrow  Agent  shall be  sufficient  only if
received by Escrow Agent within the applicable time period set forth herein. All
mailings  and notices  from Escrow  Agent to Seller  and/or  Purchaser,  or from
Seller and/or Purchaser to Escrow Agent, provided for in this PARAGRAPH 14 shall
be addressed to the party to receive such notice at its notice address set forth
in  PARAGRAPH  12 above  (with  copies to be  similarly  sent to the  additional
persons therein  indicated),  but the provisions of PARAGRAPH 12 relating to the
manner  of  giving  notices  and  the  effective  dates  thereof  shall  have no
application to the provisions of this PARAGRAPH 14.

              (e)    Notwithstanding  the foregoing,  if Escrow Agent shall have
received a written notice of objection as provided for in PARAGRAPH 14 (C) above
within the time therein  prescribed,  or shall have  received at any time before
actual  disbursement  of the  Earnest  Money a written  notice  signed by either
Seller  or  Purchaser  disputing  entitlement  to the  Earnest  Money  or  shall
otherwise  believe in good faith at any time that a disagreement  or dispute has
arisen between the parties hereto over entitlement to the Earnest Money (whether
or not litigation has been instituted),  Escrow Agent shall have the right, upon
written notice to both Seller and  Purchaser,  (i) to deposit the Earnest Money,
together with the interest earned thereon,  with the Clerk of the Court in which
any litigation is pending and/or (ii) to take such reasonable  affirmative steps
as it may,  at its  option,  elect in order to  terminate  its  duties as Escrow
Agent,  including,  without  limitation,  the  depositing of the Earnest  Money,
together  with  the  interest  earned   thereon,   with  a  court  of  competent
jurisdiction  and the  commencement  of an action  for  interpleader,  the costs
thereof to be borne by whichever of Seller or Purchaser is the losing party, and
thereupon  Escrow  Agent shall be released of and from all  liability  hereunder
except for any previous gross negligence or willful misconduct.

              (f)    Escrow  Agent is  acting  hereunder  without  charge  as an
accommodation  to  Purchaser  and Seller,  it being  understood  and agreed that
Escrow  Agent  shall not be liable for any error in  judgment or any act done or
omitted by it in good faith or  pursuant to court  order,  or for any mistake of
fact or law.  Escrow  Agent  shall not incur any  liability  in acting  upon any
document or instrument  believed  thereby to be genuine.  Escrow Agent is hereby
released and exculpated

                                       13
<PAGE>


from all  liability  hereunder,  except  only for  willful  misconduct  or gross
negligence.  Escrow Agent may assume that any person  purporting  to give it any
notice on behalf of any party has been  authorized  to do so. Escrow Agent shall
not be liable for, and Purchaser and Seller hereby  jointly and severally  agree
to indemnify  Escrow Agent against,  any loss,  liability or expense,  including
reasonable  attorney's fees (either paid to retained attorneys or,  representing
the fair value of legal  services  rendered by Escrow Agent to itself),  arising
out of any  dispute  under this  Agreement,  including  the cost and  expense of
defending itself against any claim arising hereunder.

              (g)    Escrow  Agent may act or refrain  from acting in respect of
any matter  referred to in this  Agreement  in full  reliance  upon and with the
advice of counsel selected by it (including any member of its firm) and shall be
fully  protected in so acting or refraining  from acting upon the advice of such
counsel.

       15.    GOVERNMENTAL APPROVALS.

              (a)    DEFINITIONS.

                     (i)    GOVERNMENTAL   APPROVALS.   For   purposes  of  this
Agreement,  the term  "Governmental  Approvals"  means all  approvals,  permits,
licenses, consents, authorizations, waivers, variances, acknowledgements and the
like  by  "Governmental  Authorities"  (as  hereinafter  defined)  which  are  a
condition to the commencement of construction of the  improvements  necessary in
order for  Purchaser  to utilize  the Land and such  additional  parcels of land
adjacent thereto for construction,  maintenance and operation upon the Land of a
retail or commercial  development as required by Purchaser with access  (ingress
and egress) from the Land to Passaic Avenue (the  "INTENDED  USE") and necessary
to operate and maintain such  improvements  in accordance with the Intended Use,
such  approvals to include but not be limited to 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,  building permits. Governmental Approvals will not be deemed
to have been secured unless all of same are final and unappealable.

                     (ii)   GOVERNMENTAL  AUTHORITY.   "Governmental  Authority"
means any government,  any department of any government or any entity controlled
by any of the foregoing directly or indirectly (federal,  state, county, town or
local) and includes  utility and  telephone  companies and any other entity with
the power of eminent  domain or with  jurisdiction  over, or which could impact,
affect or stop, the construction,  operation,  development and/or maintenance of
all things necessary to fulfill Purchaser's objectives as to the Intended Use.

              (b)    APPLICATIONS; SELLER'S COOPERATION. During the term of this
Agreement,  Seller shall cooperate fully with the Purchaser at no cost to Seller
(but Purchaser shall not be obligated

                                       14

<PAGE>


to pay Seller for any of  Seller's  overhead  or for the time of any of Seller's
employees,  principals,  officers  or  directors)  in any and all  applications,
proceedings,  hearings  and appeals  made or  prosecuted  by or on behalf of the
Purchaser in connection with Purchaser's proposed development of the Real Estate
including,  without  limitation in connection  with  Governmental  Approvals and
so-called  PILOT programs and other tax reduction  programs  (collectively,  the
"APPLICATIONS"). In this connection, Purchaser may submit Applications, commence
proceedings  or  otherwise  act  with  respect  to any of  the  Applications  in
Purchaser's  and/or  Seller's name.  Seller shall execute any and all documents,
instruments,  consents and authorizations requested by the Purchaser which shall
be necessary or desirable with respect to the  Applications,  attend meetings at
Purchaser's  request,  and generally cooperate with Purchaser in connection with
Applications  and  Governmental  Authorities so as to enable Purchaser to secure
Governmental Approvals as required hereby. Seller agrees not to make any request
of any Governmental  Authority without the prior written consent of Purchaser in
each instance and to keep Purchaser informed of all notices received from or any
correspondence with respect to any such Governmental Authority.

       16.    PARTNER   CONSENTS.   The  obligations  of  Seller  hereunder  are
expressly  conditioned  upon the  written  approval  of the  sale of the  Seller
Interests to Purchaser  pursuant to this  Agreement  by such  percentage  of the
partnership  interests  held by all  partners  of  Seller as is  required  under
Seller's  limited  partnership  agreement,  so as to enable the Title Company to
insure title to the Real Estate and the  Leasehold  Interest in  Purchaser  upon
Closing  subject only to the  Permitted  Exceptions  (the  "PARTNER  CONSENTS").
Further,  this Agreement is  specifically  conditioned  on the Seller  obtaining
consent of a majority of the limited partners of two limited  partnerships known
as Bogota Associates and Industrial  Associates ("BOGOTA AND INDUSTRIAL") as the
sale of the Seller Interests amends the provisions of certain documents approved
by Bogota and Industrial.  If a majority of limited partners of all of the three
partnerships  do not consent to this  transaction,  then  Seller  shall have the
right to terminate this  transaction  and upon return of the Ernest money,  this
Agreement  shall be terminated  and the parties shall have no further rights and
obligations  to each other.  Promptly  following  execution and delivery of this
Agreement,  Seller  shall make good faith,  diligent and  continuous  efforts to
obtain the Partner Consents on or before expiration of sixty (60) days following
the date hereof (the "CONSENT PERIOD"). If the Partner Consents are not obtained
on or before  expiration of the Consent  Period,  this Agreement shall terminate
and the Earnest  Money shall be returned to  Purchaser,  and neither party shall
have any further liability to the other pursuant to this Agreement. Seller shall
keep  Purchaser  informed  as to the  status of  Seller's  efforts to obtain the
Partner Consents,  and shall promptly advise Purchaser when the Partner Consents
are obtained.  The date upon which Seller  notifies  Purchaser  that the Partner
Consents  have been  obtained is referred to in this  Agreement as the "APPROVAL
DATE".

       17.    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:

                                       15
<PAGE>


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

              (b)    OTHER  DELIVERIES  AND   OBLIGATIONS.   Seller  shall  have
delivered all items described in PARAGRAPH 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.

       18.    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" 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 s hall, 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

                                       16
<PAGE>


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 New 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 Seller Interests.

              (k)    ATTORNEY'S FEES. In the event of any litigation arising out
of this  Agreement,  the  prevailing  party  shall be  entitled  to recover  its
reasonable attorney's fees and costs.


                         [NO FURTHER TEXT ON THIS PAGE]

                                       17
<PAGE>


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

                                         SELLER:

                                         PASSAIC AVENUE SOUTH ASSOCIATES,
                                           a New Jersey limited partnership,


                                           By:
                                                  Its General Partner


                                         PURCHASER:

                                         DEL TOCH LLC,
                                           a Delaware limited liability company,

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


                                             By:
                                                  Name:
                                                  Title:


Escrow Agent acknowledges receipt
of the Earnest Money, and agrees to
act as escrow agent in accordance
with Paragraph 14 hereof.

ROSS & COHEN



By:
   -----------------------------
   Partner

                                       18
<PAGE>




                                       19
<PAGE>


                                    EXHIBIT A

                               DESCRIPTION OF LAND

                                (Attached hereto)

<PAGE>


                                    EXHIBIT B

                              PERMITTED EXCEPTIONS


Utility easement  recorded in Deed Book 2940, Page 621, Deed Book 3209, Page 706
       and Deed Book 3243, Page 708.

Subject to and together with  easements and terms thereof  recorded in Deed Book
       2831 page 1, modified by those matters  recorded in Deed Book 2852,  Page
       407 and partially released and modified by Deed Book 3470, Page 1017.

Steam line pipe  easement  recorded  in Deed Book 2970 page 731,  as modified by
       those matters recorded in Deed Book 3470, Page 1017.

50 foot wide  easement to the Town of Kearny for ingress and egress of emergency
       vehicles recorded in Deed Book 3130, Page 1133.

Easements recorded in Deed Book 3131, Page 605.

Reciprocal easement agreement recorded in Deed Book 3419, Page 764.

Easements recorded in Deed Book 3470, Page 1017.

Terms,  Covenants,  Conditions and Agreements  contained in a lease  (Sub-Lease)
       made by and between Passaic Avenue Associates and Kenbee Management, Inc.
       dated  August 5, 1982, a memorandum  of which  recorded  July 18, 1984 in
       Deed Book 3419, Page 752, as assigned to Professional  Service Corp., and
       modified by, the Assignment,  Assumption and Modification  Agreement (the
       "Modification  Agreement")  made  by and  between  Passaic  Avenue  South
       Associates, Kenbee Management, Inc. and Professional Service Corp., dated
       June 7, 1993 and recorded June 9, 1993 in Deed Book 4604, Page 206.

9.     Terms, covenants and conditions contained in a deed from Toch Associates,
       as grantor,  to Passaic Avenue  Associates,  as grantee,  dated August 5,
       1982 and recorded July 18, 1984 in Deed Book 3419,  Page 747, as assigned
       to  Professional   Service  Corp.,  and  modified  by,  the  Modification
       Agreement.

10.    Those  matters  shown on a survey  prepared by Bock and Clark of the Real
       Estate and Improvements, dated July 5, 2000 and revised July 27, 2000.

<PAGE>


                                    EXHIBIT C

                               PENDING LITIGATION


<PAGE>


                                    EXHIBIT D

                        FORM OF ASSIGNMENT OF LAND 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 LAND LEASE


       THIS  ASSIGNMENT  AND  ASSUMPTION OF LAND LEASE,  dated as of ___,  2000,
between  PASSAIC  AVENUE  SOUTH  ASSOCIATES,  formerly  known as Passaic  Avenue
Associates,  a New Jersey  limited  partnership,  having an office  c/o  Cassidy
Maintenance Corp., 72 Essex Street, Lodi, New Jersey 07644 ("ASSIGNOR"), and DEL
TOCH LLC, a Delaware limited liability  company,  having an office c/o DVL, Inc.
70 East 55th Street, New York, New York 10022 ("ASSIGNEE").

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

       WHEREAS,  pursuant to that certain  Agreement of Purchase and Sale, dated
as of ________,  2000, between Assignor,  as seller, and Assignee, as purchaser,
Assignor has this day conveyed to Assignee all of its right,  title and interest
in and to that certain land lease,  dated as of August 5, 1982,  between Del-Val
Financial Corporation,  a Delaware corporation,  as landlord  ("LANDLORD"),  and
Assignor,  as tenant,  which lease was  recorded on July 18, 1984 in Liber 3419,
Page 58 at the  Hudson  County  Recorder's  Office,  as the same  may have  been
amended from time to time (the "LAND LEASE"),  pursuant to which Assignor leases
that certain  parcel of improved real property  more  particularly  described in
EXHIBIT A annexed hereto and made a part hereof (the "PREMISES");

              WHEREAS,  Assignor desires to assign to Assignee all of Assignor's
right,  title and interest as tenant in, to and under the Land Lease  including,
without  limitation,  all of Assignor's right,  title and interest in and to the
building and the improvements now or hereafter erected on the Premises; and

       WHEREAS,  Landlord has  consented to the  assignment  to Assignee and the
assumption by Assignee of the Land Lease.

<PAGE>


              NOW,  THEREFORE,  in  consideration  of the  sum  of Ten  ($10.00)
Dollars and other good and valuable  consideration paid by Assignee to Assignor,
the receipt and sufficiency of which are hereby  acknowledged  by Assignor,  the
parties hereto agree as follows:

       Assignor  hereby assigns,  transfers,  sets over and conveys to Assignee,
and its successors and assigns,  all of Assignor's right,  title and interest in
and to the Land Lease including,  without  limitation,  all of Assignor's right,
title and interest in and to the building and the  improvements now or hereafter
erected  on the  Premises,  to have and to hold the same unto  Assignee  and its
successors  and  assigns,  from  and  after  the date  hereof,  for the rest and
remainder of the term and renewal terms,  if any, of the Land Lease,  subject to
the covenants, conditions and other provisions contained in the Land Lease.

       Assignee accepts the foregoing assignment and assumes each and all of the
obligations  under the Land Lease to be performed by the Land lessee  thereunder
arising from and after the date hereof.

       1. The Premises is designated as Block ___, Lot ___,  located in the Town
of Kearny, County of Hudson, State of New Jersey.

       2. Assignor has received the full payment from Assignee.

       3. Each of Assignor and  Assignee  agree to execute,  acknowledge  (where
appropriate)  and  deliver  such other or further  instruments  of  transfer  or
assignment  as the other party may  reasonably  require to confirm the foregoing
assignment  and  assumption,  or as may be  otherwise  reasonably  requested  by
Assignee or Assignor to carry out the intent and purposes hereof.

       4. This  Assignment  and  Assumption of Land Lease may be executed in any
number of counterparts,  which together shall constitute one single agreement of
the parties hereto.


                         [NO FURTHER TEXT ON THIS PAGE]

<PAGE>


       IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and
Assumption  of Land  Lease to be  executed  as of the day and year  first  above
written.


                           ASSIGNOR:     PASSAIC AVENUE SOUTH ASSOCIATES,
                                           a New Jersey limited partnership


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

                           ASSIGNEE:     DEL TOCH LLC,
                                           a Delaware limited liability company,

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


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


<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 (s)he
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 (s)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 E


                                  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 PASSAIC AVANUE SOUTH
ASSOCIATES,  formerly known as Passaic Avenue  Associates,  a New Jersey limited
partnership,  having an office c/o Cassidy  Maintenance  Corp., 72 Essex Street,
Lodi, New Jersey 07644 ("GRANTOR") to DEL TOCH 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 structures, building,
fixtures and improvements erected on the property 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 115, Lot 7A,  Building 22.A and Block 115, Lot 7A, Lot 2.A,  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:

                                             PASSAIC AVENUE SOUTH ASSOCIATES,
                                                a New Jersey limited partnership

                                                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 F

                           FORM OF SUBLEASE ASSIGNMENT


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 PASSAIC  AVENUE SOUTH  ASSOCIATES,
formerly known as Passaic Avenue Associates,  a New Jersey limited  partnership,
having an office c/o Cassidy  Maintenance  Corp.,  72 Essex  Street,  Lodi,  New
Jersey 07644 ("ASSIGNOR"),  for and in consideration of TEN ($10.00) DOLLARS and
other good and valuable  consideration  paid by DEL TOCH 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 August 5, 1982,  between
Assignor, as landlord,  and Kenbee Management,  Inc., as tenant, which lease was
recorded July 18, 1984 in Book 3119,  Page 752 in the Hudson  County  Recorder's
Office (the "KENBEE  LEASE"),  which Kenbee 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 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 Kenbee Lease.

<PAGE>


       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 Kenbee 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:

                                         PASSAIC AVENUE SOUTH ASSOCIATES,
                                           a New Jersey limited partnership


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



                                         ASSIGNEE:

                                         DEL TOCH LLC,
                                           a Delaware limited liability company,

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


                                             By:
                                                  ------------------------------
                                                  Name:
                                                  Title:
<PAGE>


                                    EXHIBIT G


                   FORM OF BILL OF SALE AND OMNIBUS ASSIGNMENT


                                BILL OF SALE AND
                                ----------------
                               OMNIBUS ASSIGNMENT


       KNOW ALL MEN BY THESE PRESENTS,  that for Ten Dollars  ($10.00) and other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged,  PASSAIC AVENUE SOUTH ASSOCIATES, formerly known as Passaic Avenue
Associates,  a New Jersey  limited  partnership,  having an office  c/o  Cassidy
Maintenance  Corp.,  72 Essex Street,  Lodi, New Jersey 07644  ("SELLER"),  does
hereby convey, sell, assign,  transfer,  set over and deliver to DEL TOCH LLC, a
Delaware limited liability company, having an office c/o DVL, Inc., 70 East 55th
Street, New York, New York 10022  ("PURCHASER"),  and to Purchaser's  successors
and/or  assigns,  from and after the date hereof (the "CLOSING  DATE"),  without
representation  or warranty  of any kind by or  recourse  to Seller,  express or
implied, by operation of law or otherwise, all fixtures,  equipment,  furniture,
furnishings, fittings and articles of personal property, if any, owned by Seller
and  located at,  attached  or  appurtenant  to or used in  connection  with the
premises more  particularly  described in EXHIBIT A, attached  hereto and made a
part hereof (the "PREMISES"),  all improvements located thereon, all of Seller's
right,  title  and  interest,  if  any,  in  and  to  those  certain  contracts,
agreements, permits, warranties,  drawings,  specifications and other items more
particularly  identified on EXHIBIT B,  attached  hereto and made a part hereof,
but not including any such fixtures, equipment or personal property belonging to
any tenant  thereof,  any public  utility or any other person or entity,  except
Seller (the "PROPERTY"),  together with all of the Seller's rights,  options and
privileges,  if any, under and to the Property and the right of Seller,  if any,
to any proceeds or awards with regard to any of the Property, if any.

       TO HAVE AND TO HOLD said  Property unto  Purchaser,  its  successors  and
assigns forever.

       Seller has made no  warranty  that the  Property  covered by this Bill of
Sale and Omnibus  Assignment is merchantable  or fit for any particular  purpose
and the same is sold in an "As Is", "Where Is" and "With all Faults and Defects,
Patent or Latent" condition.  By acceptance of delivery of this Bill of Sale and
Omnibus  Assignment,  Purchaser affirms that it has not relied on Seller's skill
or judgment to select or furnish the Property for any  particular  purpose,  and
that neither  Seller nor anyone else makes any warranty that the Property is fit
for any particular  purpose and that there are no representations or warranties,
expressed,  implied or statutory,  of the condition,  merchantability or fitness
for any particular use of any said Property.

       Seller shall, at any time or from time to time, upon Purchaser's  written
request,  execute and deliver such further  documents and do such other acts and
things as may be reasonably required to effect the purpose of this Assignment.

       This Assignment shall be binding upon Seller and upon Seller's successors
and assigns and shall

<PAGE>


inure to the benefit of Purchaser and its successors and assigns.

       This  Assignment  shall be construed in  accordance  with the laws of the
State of New Jersey and may not be amended or changed except by an instrument in
writing executed by the Seller and the Purchaser.


                         [NO FURTHER TEXT ON THIS PAGE]

<PAGE>


       IN  WITNESS  WHEREOF,  Seller  and  Purchaser  have  duly  executed  this
instrument as of _____________, 2000.


                                        SELLER:

                                        PASSAIC AVENUE SOUTH ASSOCIATES,
                                          a New Jersey limited partnership


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



                                        PURCHASER:

                                        DEL TOCH LLC,
                                          a Delaware limited liability company,

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


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

<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>


                                 ACKNOWLEDGMENTS


STATE OF_______________ )
                        )  ss.:
COUNTY OF______________ )


       On the  ____ day of  ____________,  2000,  before  me,  the  undersigned,
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/she  executed  the same in
his/her  capacity,  and that by  his/her  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)



STATE OF_______________ )
                        )  ss.:
COUNTY OF______________ )


       On the  ____ day of  ____________,  2000,  before  me,  the  undersigned,
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/she  executed  the same in
his/her  capacity,  and that by  his/her  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 A

                                  The Premises

                                (ATTACHED HERETO)

<PAGE>


                                    EXHIBIT B


       All of the following items, rights or things affecting, relating to or in
connection with the Premises.

       1.     All warranties,  representations  and guarantees made by any party
inuring to the benefit of Seller;

       2.     All marketing,  advertising  and promotional  materials,  offering
plans,  logos,  insignias,   trademarks,  trade  names  and  service  marks  and
registrations  and applications  for such logos,  insignias,  trademarks,  trade
names and service marks;

       3.     All   copyrights,   registrations   and   applications   for  such
copyrights;

       4.     All municipal, state and federal franchises, permits, licenses and
authorizations  held or  used by  Seller  or to  which  Seller  is or  shall  be
entitled.

       5.     All  deposits  held or  refunds  payable  in  connection  with all
utility agreements;

       6.     All construction  contracts,  plans and specifications and working
drawings,  development rights, licenses, approvals and building permits relating
to the Real Property or the construction or renovation thereof;

       7.     All claims, suits and actions that Seller has against any persons,
parties or entities with respect to the Premises;

       8.     All awards, refunds, deposits or Receivables payable in any manner
whatsoever with respect to the Premises, including, without limitation, any real
estate tax refunds or proceeds or awards in connection  with a  condemnation  or
taking by eminent domain now or hereafter conducted;

       9.     All  leases,  if  any,  of  personal  property  necessary  to  the
operation of the Premises and all sums deposited thereunder;

       10.    All  rights,  if any,  existing  under  title  policies  issued to
Seller, in connection with Seller's acquisition of the property;

       11.    Maintenance records;

       12.    All books and records, if any, relating to the Premises; or

       All keys to the Premises.