EXHIBIT 10.2

                                     CLOSING

                                    UNDER THE

                               PURCHASE AGREEMENT

                                     BETWEEN

                              SKOP (CAYMAN) LIMITED

                                       AND

                            REGENCY AFFILIATES, INC.

                         Dated as of November 30, 2000




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                                        Table of Contents

 Document                                                                  Tab
 Purchase Agreement ....................................................... 1
 Assignment................................................................ 2
 Note ..................................................................... 3


<PAGE>


                               PURCHASE AGREEMENT
                                     between
                              SKOP (CAYMAN) LIMITED
                                       and
                            REGENCY AFFILIATES, INC.

                         Dated: As of November 30, 2000


<PAGE>

                               PURCHASE AGREEMENT

          THIS  PURCHASE  AGREEMENT  is made as of  November  30,  2000,  by and
between SKOP (CAYMAN) LIMITED, a Cayman Islands corporation  previously referred
to  as   Skopbank   (Cayman)   Ltd.,   having  an   address   at  c/o   Skopbank
Pohjoiesesplanadi 37A, FIN00101,  Helsinki,  Finland, Attn: Carl-Fredrik Londen,
Chief Legal  Counsel  ("Seller"),  as seller,  and REGENCY  AFFILIATES,  INC., a
Delaware  corporation  having an address  at 7295  Federal  Highway,  Suite 307,
Stuart, Florida, 34994 ("Purchaser"), as purchaser.

                                    RECITALS

          1.  Seller  is a party  to the  First  Amended  and  Restated  Limited
Partnership  Agreement of 1500 Woodlawn  Limited  Partnership (" 1500 Woodlawn")
dated as of November 22, 1988, as amended (the "Partnership Agreement").

          2. Seller owns a 5.00% limited  partnership  interest in 1500 Woodlawn
(the "Partnership Interest").

          3. The Partnership  Interest constitutes the entire interest of Seller
in 1500 Woodlawn.

          4. Seller  wishes to sell to Purchaser,  and  Purchaser  wishes to buy
from Seller,  the  Partnership  Interest upon the terms and conditions set forth
herein.

          Accordingly, the parties hereto agree as follows:

                                    ARTICLE I
                                PURCHASE AND SALE

          Section 1.1 The Purchase. On the date hereof, Purchaser shall purchase
the  Partnership  Interest,  upon the  terms  and  conditions  set forth in this
Agreement, as follows:

               (i)  Seller  shall convey the  Partnership  Interest to Purchaser
                    and Purchaser shall acquire the Partnership Interest;

               (ii) the Partnership Interest being conveyed by Seller constitute
                    its entire  interest in 1500  Woodlawn  and such  conveyance
                    carries  with  it all of its  rights  as a  partner  in 1500
                    Woodlawn, accrued or unaccrued, absolute or contingent.



<PAGE>

          Section 1.2 Purchase Price. The consideration for Seller's  conveyance
of the  Partnership  Interest to  Purchaser is TEN  THOUSAND  DOLLARS  ($10,000)
payable in immediately available funds at Closing (the "Purchase Price").

          Section 1.3 Closing.  The closing of the  transaction  contemplated by
this  Agreement  (the  "Closing")  shall occur on the date hereof (the  "Closing
Date").  Time is of the essence in and with  respect to this  Agreement  and its
terms and conditions. The Closing shall take place at the offices of Purchaser's
attorney,  Hogan & Hartson L.L.P., 8300 Greensboro Drive, Suite 1100, McLean, VA
22102.

          Section 1.4 Closing Deliveries. (a) At Closing, Seller shall cause the
following to be delivered to Purchaser (except as otherwise specified):

               (i)  an  assignment of the  Partnership  Interest to Purchaser or
                    its designee,  free and clear of all liens and encumbrances,
                    in the form  attached  hereto as Exhibit A (the  "Assignment
                    Agreement"), duly executed by Seller;

               (ii) a  certificate   of  the  secretary  of  Seller  or  similar
                    appropriate   documentation   certifying   as  to  (a)   the
                    resolutions of Seller  authorizing  the execution,  delivery
                    and   performance  of  this  Agreement  and  each  document,
                    instrument  or  agreement  executed by Seller in  connection
                    with this Agreement, (b) the incumbency of those officers or
                    other  representatives  of Seller executing any documents or
                    instruments in connection with the transactions contemplated
                    herein,  (c) the certificate of incorporation of Seller, and
                    (d) the by-laws of Seller; and

               (iii)such other  documents and  instruments  as may be reasonably
                    necessary or desirable to further  carry out the purposes of
                    this Agreement.

          (b)  At Closing,  Purchaser  shall cause the following to be delivered
               to Seller:

               (i)  immediately  available  funds to Seller in the amount of the
                    Purchase Price;

               (ii) the  Assignment,  duly executed by Purchaser,  1500 Woodlawn
                    and Woodlawn  Investment Group, Inc., the general partner of
                    1500 Woodlawn (the "Woodlawn General Partner"); and

               (iii)such other  documents and  instruments  as may be reasonably
                    necessary or desirable to further  carry out the purposes of
                    this Agreement.

          (c)  Seller and Purchaser each agree that execution and delivery of an
               amendment  to the  Partnership  Agreement  is not a condition  to
               Closing.

          (d)  Purchaser shall be solely responsible for any and all fees, costs
               and expenses owed or reimbursable to 1500 Woodlawn,  the Woodlawn
               General Partner or any other partner or agent of 1500 Woodlawn in
               regard  to  the   Closing  and  the   transactions   required  or
               contemplated thereby.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

          Section  2.1   Representations   and  Warranties  of  Seller.   Seller
represents and warrants to Purchaser as of the date hereof:

               (i)  this Agreement is a legal,  valid and binding  obligation of
                    Seller enforceable in accordance with its terms;

               (ii) Seller has the  authority  and has  obtained  all  necessary
                    consents to enter into the transactions contemplated by this
                    Agreement;

               (iii)the execution  and delivery by Seller of this  Agreement and
                    all documents  associated  therewith and the  performance by
                    Seller of its obligations  thereunder and hereunder (a) does
                    not  constitute  a violation of any  provisions  of law, any
                    order,  regulation,  or  decree  of any  court or  agency of
                    government,   or  any  indenture,   mortgage,   deed,  trust
                    agreement,  or any  other  instrument  to which  Seller is a
                    party and (b) are not in conflict  with nor will they result
                    in a breach of or  constitute  (with due notice and/or lapse
                    of time) a.  default  under any such  agreement or any other
                    instrument;

               (iv) there is no suit, action,  litigation or proceeding to which
                    Seller  is  a  party  pending  or,  to  Seller's  knowledge,
                    threatened,  before  any  court  or  governmental  authority
                    against  or  relating  to, or which  would  have an  adverse
                    effect  upon,  Seller,  the  Partnership   Interest  or  the
                    transactions contemplated by this Agreement;

               (v)  Seller owns the Partnership  Interest,  and has not assigned
                    or  conveyed  or agreed to assign or convey the  Partnership
                    Interest or any portion thereof or any rights therein;

               (vi) no right of first  refusal or first offer,  nor any purchase
                    option or right  with  respect to the  Partnership  Interest
                    have been granted to any party; and

<PAGE>

               (vii)the  Partnership  Interest  is free and clear of all  liens,
                    claims,  charges,  mortgages,   pledges,  liens,  judgments,
                    restrictions or other encumbrances.

          Section 2.2  Representations  and  Warranties of Purchaser.  Purchaser
represents and warrants to Seller as of the date hereof:

               (i)  this  Agreement is legal,  valid and binding  obligation  of
                    Purchaser  enforceable  in accordance  with its terms;

               (ii) Purchaser  has the  authority and has obtained all necessary
                    consents to enter into the transactions contemplated by this
                    Agreement; and

               (iii)the  execution  and delivery by Purchaser of this  Agreement
                    and all documents  associated  therewith and the performance
                    by Purchaser of its obligations thereunder and hereunder (a)
                    does not  constitute a violation of any  provisions  of law,
                    any order,  regulation,  or decree of any court or agency of
                    government,   or  any  indenture,   mortgage,   deed,  trust
                    agreement, or any other - instrument to which Purchaser is a
                    party and (b) are not in conflict  with nor will they result
                    in a breach of or  constitute  (with due notice and/or lapse
                    of time) a  default  under any such  agreement  or any other
                    instrument.

          Section 2.3 No Further Representations. Purchaser acknowledges that no
representations  whatsoever  regarding the  Partnership  Interest or Seller have
been  made  by  Seller,  except  as may be  expressly  provided  herein.  Seller
acknowledges that no representations  whatsoever  regarding  Purchaser have been
made by Purchaser, except as may be expressly provided herein.

          Section  2.4  Indemnification.  Each of  Seller  and  Purchaser  shall
indemnify,  defend,  protect and hold the other party  harmless from and against
any and all loss, cost, liability and expense (including  reasonable  attorneys'
fees)  which  the  other  party  may  suffer  or incur by reason of any claim or
liability  arising  out  of any  breach  of  any  of  the  indemnifying  party's
representations, warranties or covenants as set forth in this Agreement.

                                   ARTICLE III
                                 MISCELLANEOUS

          Section 3.1  Successors and Assigns.  This Agreement  shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
assigns.

          Section 3.2 Survival.  The provisions of this Agreement  shall survive
the Closing for the period of the applicable statute of limitations.

          Section 3.3 Broker.  Each of Seller and  Purchaser  represents  to the
other that it has not dealt with any  broker or finder in  connection  with this
Agreement or the transactions  contemplated  hereby.  Each party shall indemnify
the other and hold the other harmless from any claim, loss,  liability,  damage,
cost or expense  (including,  without  limitation,  reasonable  attorneys' fees,
disbursements  and court  costs) paid or incurred by such party by reason of any
claim to any broker's, finders or other fee in connection with this Agreement or
the transactions  contemplated  hereby,  if such claim is based on dealings with
the indemnifying party.

          Section 3.4  Notices.  All notices  hereunder  by either  party to the
other shall be send by registered or certified mail,  return receipt  requested,
personal  delivery,  if a signed  receipt of delivery  shall be obtained,  or by
overnight  courier  providing  receipt of  delivery,  addressed to Seller at the
address given for Seller at the beginning of this Agreement, with copies of such
notices to Seller to be likewise sent to:

                               Katten Muchin Zavis
                       1025 Thomas Jefferson Street, N.W.
                              East Lobby, Suite 700
                            Washington, DC 20007-5201
                          Attention: Bruce Kosub, Esq.

and to Purchaser  at the address  given for  Purchaser at the  beginning of this
Agreement, with copies of such notices to Purchaser to be likewise sent to:

                             Hogan & Hartson L.L.P.
                              8300 Greensboro Drive
                                   Suite 1100
                                McLean, VA 22102
                      Attention: Richard K.A. Becker, Esq.

          Notices shall be deemed served upon receipt or refusal  thereof by the
party to whom  addressed.  Notices on behalf of the  respective  parties  may be
given by their  attorneys  and such notices  shall have the same effect as if in
fact subscribed by the party on whose behalf it is given.

          Section 3.5 Further  Assurances.  The parties  hereto  agree to act in
good  faith,  to do such other and further  acts and things,  and to execute and
deliver such instruments and documents (not creating any obligations  additional
to those  otherwise  imposed by this  Agreement),  and to correct  such  errors,
omissions or mistakes  made by either party at or prior to the Closing and which
may reasonably be requested from time to time,  whether at or after the Closing,
in  furtherance of the purposes of this  Agreement,  provided such documents are
customarily  delivered in similar  transactions or are otherwise required due to
circumstances  involved in the  transaction  contemplated  hereunder  and do not
impose any material  obligations upon any party hereunder except as set forth in
this Agreement.

          Section 3.6  Expenses.  Each of the parties  hereto shall bear its own
respective  legal and  accounting  fees and  other  expenses  incurred  or to be
incurred  by it in  connection  with the  ne-otiation  and  preparation  of this
Agreement and the  transactions  contemplated  hereby,  except that in the event
that any party hereto shall bring any suit,  action or other proceeding  against
any other party hereto in  connection  with this  Agreement or the  transactions
contemplated  hereby,  the  prevailing  party  in such  suit,  action  or  other
proceeding  shall be  entitled  to  reimbursement  for any  costs  or  expenses,
including  but not  limited to  reasonable  attorneys'  fees,  incurred  by such
prevailing  party in  connection  with such  suit,  action or other  proceeding.
Seller shall pay any  transfer,  gains or similar  taxes which may be imposed in
connection with the transactions contemplated hereby.

          Section 3.7 Entire Agreement.  This Agreement and the Exhibit attached
hereto  constitute the entire agreement  between the parties hereto with respect

<PAGE>

to the subject matter hereof, and all  understandings and agreements  heretofore
or simultaneously had between the parties hereto are merged in and are contained
in this Agreement and said Exhibit.

          Section 3.8 Changes in Writing.  No provision of this Agreement may be
waived,  changed,  modified or  discharged  orally,  except by an  agreement  in
writing  signed by the party against whom any waiver,  change,  modification  or
discharge is sought.

          Section 3.9 Binding  Effect.  This Agreement shall be binding upon and
shall inure to the benefit of each of the  parties  hereto and their  respective
heirs, executors, administrators, successors, and permitted assigns, if any, and
each party may enforce  the  provisions  hereof  against any or all of the other
parties hereto. None of the provisions of this Agreement are intended to be, nor
shall they be construed to be, for the benefit of any third party.

          Section 3.10  Counterparts.  This  Agreement may be executed in one or
more counterparts,  all of which shall be considered one and the same agreement,
and shall become  effective when one or more of the counterparts has been signed
by each of the  parties  hereto  and  delivered  to the  other  party,  it being
understood that all parties hereto need not sign the same counterpart.

          Section 3.11 Governing  Law. This Agreement  shall be governed by, and
construed  in  accordance  with,  the  internal  laws of the  State of  Delaware
(without  regard to conflict of law  principles).  In any action relating to the
enforcement  of this  Agreement,  the parties hereto waive the right to trial by
jury.

                      [Balance of page intentionally blank]


<PAGE>


          IN WITNESS  WHEREOF,  such of Seller and  Purchaser  has executed this
A-reement as of the date first written above.

                                          SKOP (CAYMAN) LIMITED

                                          By:/s/Carl-Fredrik Londen
                                             --------------------------
                                          Name: Carl-Fredrik Londen
                                          Title: Liquidator

                                          REGENCY AFFILIATES, NC.

                                          By:/s/William R. Ponsoldt
                                             --------------------------
                                          Name: William R. Ponsoldt
                                          Title: President

<PAGE>

                                    EXHIBIT A

                              Assignment Agreement

<PAGE>

                          ASSIGNMENT AND ASSUMPTION OF
                    LIMITED PARTNERSHIP INTEREST AND CONSENT

          This  Assignment  and Assumption of Limited  Partnership  Interest and
Consent (the "Assignment") is entered into on this 30th day of November, 2000 by
and among (i) SKOP (CAYMAN)  LIMITED,  a Cayman Islands  corporation  previously
referred to as Skopbank (Cayman) Ltd. ("Cayman"), (ii) REGENCY AFFILIATES, INC.,
a Delaware corporation ("Regency"),  (iii) 1500 WOODLAWN LIMITED PARTNERSHIP,  a
Delaware limited partnership ("Partnership") and (iv) WOODLAWN INVESTMENT GROUP,
INC., a Delaware corporation ("Woodlawn" or the "General Partner").

                                    RECITALS:

          WHEREAS, on November 20, 1986, Woodlawn, as General Partner,  executed
a  Certificate  of Limited  Partnership  ("Certificate")  forming 1500  Woodlawn
Limited  Partnership  ("Partnership") as a limited partnership under the laws of
the  State  of  Delaware,  and  recorded  such  Certificate  on the  21st day of
November,  1986 among the partnership  records of the Office of the Secretary of
State of the State of  Delaware  ("Partnership  Records"),  and  amended  said _
Certificate by that certain First Amended  Certificate of Limited Partnership of
1500 Woodlawn Limited  Partnership dated as of February 10, 1987 and filed among
the Partnership  Records on the 13th day of February,  1987, and further amended
said  Certificate  by that  certain  Second  Amendment  Certificate  of  Limited
Partnership of 1500 Woodlawn Limited Partnership dated as of November 221988 and
filed among the Partnership Records as of December 5, 1988; and

          WHEREAS,  Woodlawn,  Conrad Cafritz,  Marvin J. Price,  and Stephen F.
Twohig  ("Twohig")  entered into that certain Limited  Partnership  Agreement of
1500 Woodlawn Limited  Partnership dated as of November 20, 1986  ("Agreement");
and

          WHEREAS,  Woodlawn, Conrad Cafritz, Marvin J. Price, Twohig and Cayman
entered  into that  certain  First  Amended  and  Restated  Limited  Partnership
Agreement of 1500  Woodlawn  Limited  Partnership  dated as of November 22, 1988
("A/R  Agreement") in order to admit Cayman to the  Partnership and to amend and
restate the agreement of the parties; and

          WHEREAS,  the parties  amended the A/R Agreement by that certain First
Amendment to 1500 Woodlawn Limited  Partnership  Limited  Partnership  Agreement
dated as of  December  30,  1988 in  order  to  recognize  the  reallocation  of
percentage  interests  in the  Partnership,  by that  certain  Corrective  First
Amendment to First Amended and Restated Limed  Partnership  Agreement of Limited
Partnership dated as of December 30, 1988 correcting certain errors in the First
Amendment, by that Second Amendment to 1500 Woodlawn Limited Partnership Limited
Partnership Agreement dated as of April 1, 1990 in order to admit Sherrier Place
Investment Limited Partnership  ("Sherrier Place") and Klingle Street Investment
Limited Partnership to the Partnership, by that certain Third Amendment to First
Amended and Restated  Limited  Partnership  Agreement of 1500  Woodlawn  Limited
Partnership dated August 20, 1990 (the "Third Amendment") in order to modify the
distribution formula for Net Cash Flow and to

<PAGE>

restrict the authority of the General Partner,  by that certain Fourth Amendment
to First  Amended and Restated  Limited  Partnership  Agreement of 1500 Woodlawn
Limited  Partnership  dated  December 14, 1990 in order to further  restrict the
authority  of the General  Partner,  by that  certain  Fifth  Amendment to First
Amended and Restated  Limited  Partnership  Agreement of 1500  Woodlawn  Limited
Partnership dated November 17, 1994 in order to make certain changes required in
connection  with  certain  financing  to be  obtained by the  Security  Land and
Development  Limited  Partnership,  by that  certain  Sixth  Amendment  to First
Amended and Restated  Limited  Partnership  Agreement of 1500  Woodlawn  Limited
Partnership  dated  November  17, 1994 in order to make  certain  changes in the
membership of the Partnership; and

          WHEREAS,  the records of the  partnership  reflect that the  following
transfers occurred subsequent to the execution of the Sixth Amendment to the A/R
Agreement: (i) a transfer from Steven M. Peer to the Steven M. Peer Trust ("Peer
Trust") (the  "OriginalPeer  Assignment")  of all of Peer's limited  partnership
interest in the  Partnership;  (ii) a transfer from Sherrier Place to the Marvin
H. Green III Trust of all of Sherrier  Place's limited  partnership  interest in
the  Partnership;  (iii) a transfer  from Twohig to the Stephen F. Twohig  Trust
(the  "Twohig  Trust") of all of Twohig's  limited  partnership  interest in the
Partnership;  (v) a transfer from the Twohig Trust to MFA Woodlawn Inc. ("MFA"),
of all of the Twohig Trust's limited partnership  interest,  and (vi) a transfer
from the Cafritz Trust to the Peer Trust of a 3.75% limited partnership interest
in the Partnership; and

          WHEREAS,  Cayman  desires  to assign to Regency  all right,  title and
interest in and to Cayman's  five percent (5%) limited  partnership  interest in
the Partnership (the "5% Interest"); and

          WHEREAS,  Regency  desires to assume all right,  title and interest in
the 5% Interest, and the General Partner is wiling to consent to such assumption
on theterms and conditions set forth in this Assignment.

          NOW, THEREFORE, in consideration of the foregoing, the mutual promises
of the parties hereto, and of other good and valuable consideration, the receipt
and  sufficiency of which are hereby  acknowledged,  the parties hereto agree as
follows:

          1. All capitalized  terms not  specifically  defined herein shall have
the respective meanings set forth in the A/R Agreement, as amended.

          2. In consideration of the payment of Ten Thousand Dollars  ($10,000),
the receipt  and  sufficiency  of which is hereby  acknowledged,  Cayman  hereby
assigns,  transfers and conveys to Regency all right,  title and interest in and
to the 5% Interest (the "Transfer").

          3. The General Partner hereby consents to the Transfer.

          4. (a) Regency hereby accepts the Transfer and assumes all obligations
of  Cayman,  as a limited  partner  of the  Partnership,  arising  out of the 5%
Interest. In connection  therewith,  Regency agrees to be bound by the terms and

<PAGE>


provisions of the A/R Agreement,  as amended.  By entering into this Assignment,
Regency shall be deemed to have executed a counterpart of the A/R Agreement,  as
amended,  agreeing  to be bound by all of the  terms and  provisions  of the A/R
Agreement, as amended.

               (b) Regency hereby represents and warrants to the General Partner
and to the  Partnership  that  the  acquisition  of the 5%  Interest  is made as
principal  for its account for  investment  purposes only and not with a view to
the resale or distribution of such 5% Interest, except insofar as the Securities
Act of 1933 and any applicable securities law of any state or other jurisdiction
permit such  acquisition  to be made for the account of others or with a view to
the resale or  distribution of such 5% Interest  without  requiring that such 5%
Interest,  or the  acquisition,  resale or distribution  thereof,  be registered
under the Securities  Act of 1933 or any applicable  securities law of any state
or other jurisdiction.

               (c)  Regency  agrees that it will not sell,  assign or  otherwise
transfer its 5% Interest,  or any fraction  thereof,  to any Person who does not
similarly  represent  and warrant  and  similarly  agree not to sell,  assign or
transfer  such 5%  Interest  or  fraction  thereof  to any  Person  who does not
similarly represent and warrant and agree. _

               (d) Regency will be the sole party responsible to the Partnership
for  any and  all  fees,  costs  and  expenses  reimbursable  or  payable  tothe
Partnership in regard to the Transfer.

          5. Cayman is hereby released by the  Partnership  from all obligations
assumed or  accepted  by Regency  under the  Assignment.  Upon the  executionand
delivery this Assignment,  the names and, where available,  the addresses of the
Partners,  and the capital contribution and Interests of each such Partner, are,
according the  Partnership  records after giving effect to this  Assignment,  as
described  inExhibit A attached  hereto and made a part hereof.  Notwithstanding
the preceding sentence, this Assignment does not constitute and amendment to the
A/R Agreement.

          6. This  Assignment  may be executed in one (1) or more  counterparts,
each of which shall be deemed an original copy and all of which  together  shall
constitute  one  (1)  original   agreement   binding  on  all  parties   hereto,
notwithstanding that all the parties shall not have signed the said counterpart.

          7. This  Assignment  shall be governed in all  respects by the laws of
the State of Delaware (but not including the choice of law rules thereof).

                      [Balance of page intentionally blank]


<PAGE>


          IN WITVESS  WHEREOF,  the parties hereto have executed this Assignment
as of the date first written above.


                                          SKOP (CAYMAN) LIMITED

WITNESS:
                                          By: /s/Carl-Fredrik Londen
--------------------------                    --------------------------------
                                              Carl-Fredrik Londen, Liquidator


WITNESS:                                  REGENCY AFFILIATES, INC.

                                          By: /s/William R. Ponsoldt
--------------------------                    --------------------------------
                                              Name: William R Ponsoldt
                                              Title: President

WITNESS:                                  1500 WOODLAWN LIMITED PARTNERSHIP


                                          By: Woodlawn Investment Group, Inc.,
                                              its general partner


-------------------------                 By: /s/Conrad Cafritz
                                              ----------------------------
                                                Conrad Cafritz, President

WITNESS:                                  WOODLAWN INVESTMENT GROUP, INC.


                                          By: /s/Conrad Cafritz
-------------------------                    --------------------------------
                                              Conrad Cafritz, President




<PAGE>

                                   EXHIBIT A

      Schedule of Partners, Capital Contributions and Percentage Interests


Name and Address              Percentage Interest          Capital Contribution


GENERAL PARTNER:

Woodlawn Investment Group,            1.00%                        $1.00
       Inc.
1735 Eye Street, N.W.
Suite 715
Washington, D.C. 20006

LIMITED PARTNERS:

Conrad Cafritz Family                 76.5425%                    $76.54
Trust #2
3030 Chain Bridge Road
Washington, D.C. 20016

MFA Woodlawn, Inc.                     4.2075%                     $4.21

Regency Affiliates, Inc.                 5.00%             $1,500,000.00
7295 Federal Highway
Suite 307
Stuart, FL 34994

The Marvin H. Green III Trust            1.00%                      1.00

Steven M. Peer Trust                    7.500%                     $7.50
c/o Cafritz Interests, Inc.
1660 L Street, N.W.
Suite 910
Washington, D.C. 20036

<PAGE>

Seth H. and Rebecca W.                  1.583%                     $1.58
Price, joint tenants

Firefly Circle Investment               3.167%                     $3.18
Limited Partnership
c/o The Cafritz Group, Inc.
1735 Eye Street, N.W.
Suite 715
Washington, D.C. 20006


<PAGE>


                          ASSIGNMENT AND ASSUMPTION OF
                    LIMITED PARTNERSHIP INTEREST AND CONSENT

          This  Assignment  and Assumption of Limited  Partnership  Interest and
Consent (the "Assignment") is entered into on this 30th day of November, 2000 by
and among (i) SKOP (CAYMAN) LIMITED,  a Cayman Islands  corporation,  previously
referred to as Skopbank (Cayman) Ltd. ("Cayman"), (ii) REGENCY AFFILIATES, INC.,
a Delaware corporation ("Regency"),  (iii) 1500 WOODLAWN LIMITED PARTNERSHIP,  a
Delaware limited partnership ("Partnership") and (iv) WOODLAWN INVESTMENT GROUP,
INC., a Delaware corporation ("Woodlawn" or the "General Partner").

                                    RECITALS:

          WHEREAS, on November 20, 1986, Woodlawn, as General Partner,  executed
a  Certificate  of Limited  Partnership  ("Certificate")  forming 1500  Woodlawn
Limited  Partnership  ("Partnership") as a limited partnership under the laws of
the  State  of  Delaware,  and  recorded  such  Certificate  on the  21st day of
November,  1986 among the partnership  records of the Office of the Secretary of
State  of the  State of  Delaware  ("Partnership  Records"),  and  amended  said
Certificate by that certain First Amended  Certificate of Limited Partnership of
1500 Woodlawn Limited  Partnership dated as of February 10, 1987 and filed among
the Partnership  Records on the 13th day of February,  1987, and further amended
said  Certificate  by that  certain  Second  Amendment  Certificate  of  Limited
Partnership of 1500 Woodlawn  Limited  Partnership  dated as of November 22 1988
and filed among the Partnership Records as of December 5, 1988; and

          WHEREAS,  Woodlawn,  Conrad Cafritz,  Marvin J. Price,  and Stephen F.
Twohig  ("Twohig")  entered into that certain Limited  Partnership  Agreement of
1500 Woodlawn Limited  Partnership dated as of November 20, 1986  ("Agreement");
and

          WHEREAS,  Woodlawn, Conrad Cafritz, Marvin J. Price, Twohig and Cayman
entered  into that  certain  First  Amended  and  Restated  Limited  Partnership
Agreement of 1500  Woodlawn  Limited  Partnership  dated as of November 22, 1988
("A/R  Agreement") in order to admit Cayman to the  Partnership and to amend and
restate the agreement of the parties; and

          WHEREAS,  the parties  amended the A/R Agreement by that certain First
Amendment to 1500 Woodlawn Limited  Partnership  Limited  Partnership  Agreement
dated as of  December  30,  1988 in  order  to  recognize  the  reallocation  of
percentage  interests  in the  Partnership,  by that  certain  Corrective  First
Amendment to First Amended and Restated Limited Partnership Agreement of Limited
Partnership dated as of December 30, 1988 correcting certain errors in the First
Amendment, by that Second Amendment to 1500 Woodlawn Limited Partnership Limited
Partnership Agreement dated as of April 1, 1990 in order to admit Sherrier Place
Investment Limited Partnership  ("Sherrier Place") and Klingle Street Investment
Limited Partnership to the Partnership, by that certain Third Amendment to First
Amended and Restated  Limited  Partnership  Agreement of 1500  Woodlawn  Limited
Partnership dated August 20, 1990 (the "Third Amendment") in order to modify the
distribution formula for Net Cash Flow and to

<PAGE>

restrict the authority of the General Partner,  by that certain Fourth Amendment
to First  Amended and Restated  Limited  Partnership  Agreement of 1500 Woodlawn
Limited  Partnership  dated  December 14, 1990 in order to further  restrict the
authority  of the General  Partner,  by that  certain  Fifth  Amendment to First
Amended and Restated  Limited  Partnership  Agreement of 1500  Woodlawn  Limited
Partnership dated November 17, 1994 in order to make certain changes required in
connection  with  certain  financing  to be  obtained by the  Security  Land and
Development  Limited  Partnership,  by that  certain  Sixth  Amendment  to First
Amended and Restated  Limited  Partnership  Agreement of 1500  Woodlawn  Limited
Partnership  dated  November  17, 1994 in order to make  certain  changes in the
membership of the Partnership; and

          WHEREAS,  the records of the  partnership  reflect that the  following
transfers occurred subsequent to the execution of the Sixth Amendment to the A/R
Agreement: (i) a transfer from Steven M. Peer to the Steven M. Peer Trust ("Peer
Trust") (the "Original Peer  Assignment")  of all of Peer's limited  partnership
interest in the  Partnership;  (ii) a transfer from Sherrier Place to the Marvin
H. Green III Trust of all of Sherrier  Place's limited  partnership  interest in
the  Partnership;  (iii) a transfer  from Twohig to the Stephen F. Twohig  Trust
(the  "Twohig  Trust") of all of Twohig's  limited  partnership  interest in the
Partnership;  (v) a transfer from the Twohig Trust to MFA Woodlawn Inc. ("MFA"),
of all of the Twohig Trust's limited _ partnership interest, and (vi) a transfer
from the Cafritz Trust to the Peer Trust of a 3.75% limited partnership interest
in the Partnership; and

          WHEREAS,  Cayman  desires  to assign to Regency  all right,  title and
interest in and to Cayman's five percent (5%) limited partnership  interest in
the Partnership (the "5% Interest"); and

          WHEREAS,  Regency  desires to assume all right,  title and interest in
the 5% Interest, and the General Partner is wiling to consent to such assumption
on the terms and conditions set forth in this Assignment.

          NOW, THEREFORE, in consideration of the foregoing, the mutual promises
of the parties hereto, and of other good and valuable consideration, the receipt
and  sufficiency of which are hereby  acknowledged,  the parties hereto agree as
follows:

          1. All capitalized  terms not  specifically  defined herein shall have
the respective meanings set forth in the A/R Agreement, as amended.

          2. In consideration of the payment of Ten Thousand Dollars  ($10,000),
the receipt  and  sufficiency  of which is hereby  acknowledged,  Cayman  hereby
assigns,  transfers and conveys to Regency all right,  title and interest in and
to the 5% Interest (the "Transfer").

          3. The General Partner hereby consents to the Transfer.

          4. (a) Regency hereby accepts the Transfer and assumes all obligations
of  Cayman,  as a limited  partner  of the  Partnership,  arising  out of the 5%
Interest. In connection

<PAGE>

therewith,  Regency  agrees to be bound by the terms and  provisions  of the A/R
Agreement, as amended. By entering into this Assignment, Regency shall be deemed
tohave executed a counterpart of the A/R Agreement,  as amended,  agreeing to be
bound by all of the terms and provisions of the A/R Agreement, as amended.

               (b) Regency hereby represents and warrants to the General Partner
and to the  Partnership  that  the  acquisition  of the 5%  Interest  is made as
principal  for its account for  investment  purposes only and not with a view to
the resale or distribution of such 5% Interest, except insofar as the Securities
Act of 1933 and any applicable securities law of any state or other jurisdiction
permit such  acquisition  to be made for the account of others or with a view to
the resale or  distribution of such 5% Interest  without  requiring that such 5%
Interest,  or the  acquisition,  resale or distribution  thereof,  be registered
under the Securities  Act of 1933 or any applicable  securities law of any state
or other jurisdiction.

               (c)  Regency  agrees that it will not sell,  assign or  otherwise
transfer its 5% Interest,  or any fraction  thereof,  to any Person who does not
similarly  represent  and warrant  and  similarly  agree not to sell,  assign or
transfer  such 501o  Interest  or  fraction  thereof  to any Person who does not
similarly represent and warrant and agree.

               (d) Regency will be the sole party responsible to the Partnership
for  any and  all  fees,  costs  and  expenses  reimbursable  or  payable  tothe
Partnership in regard to the Transfer.

          5. Cayman is hereby released by the  Partnership  from all obligations
assumed or  accepted  by Regency  under the  Assignment.  Upon the  executionand
delivery this Assignment,  the names and, where available,  the addresses of the
Partners,  and the capital contribution and Interests of each such Partner, are,
according the  Partnership  records after giving effect to this  Assignment,  as
described in Exhibit A attached  hereto and made a part hereof.  Notwithstanding
the preceding sentence, this Assignment does not constitute and amendment to the
A/R Agreement.

          6. This  Assignment  may be executed in one (1) or more  counterparts,
each of which shall be deemed an original copy and all of which  together  shall
constitute  one  (1)  original   agreement   binding  on  all  parties   hereto,
notwithstanding that all the parties shall not have signed the said counterpart.

          7. This  Assignment  shall be governed in all  respects by the laws of
the State of Delaware (but not including the choice of law rules thereof).

                      [Balance of page intentionally blank]

<PAGE>

          IN WITNESS  WHEREOF,  the parties hereto have executed this Assignment
as of the date first written above.


WITNESS:                                  SKOP (CAYMAN) LIMITED


                                          By: /s/Carl-Fredrik Londen
--------------------------                    ---------------------------------
                                              Carl-Fredrik  Londen,  Liquidator

WITNESS:                                  REGENCY AFFILIATES, INC.

                                          By: /s/William R. Ponsoldt
--------------------------                    --------------------------------
                                          Name: William R. Ponsoldt
                                          Title: President

 WITNESS:                                 1500 WOODLAWN LIMITED PARTNERSHIP


                                          By:  Woodlawn Investment Group, Inc.,
                                                 its general partner


                                          By: /s/Conrad Cafritz
---------------------------                   -------------------------------
                                               Conrad Cafritz, President


WITNESS:                                  WOODLAWN INVESTMENT GROUP, INC.

                                           By: /s/Conrad Cafritz
-------------------------                     -------------------------------
                                               Conrad Cafritz, President

<PAGE>

                                    EXHIBIT A

      Schedule of Partners, Capital Contributions and Percentage Interests

<TABLE>
<S>                                     <C>                                   <C>
Name and Address                        Percentage Interest                   Capital Contribution

GENERAL PARTNER:

Woodlawn Investment Group,                    1.00%                                   $1.00
       Inc.
1735 Eye Street, N.W.
Suite 715
Washington, D.C. 20006

LIMITED PARTNERS:

Conrad Cafritz Family                      76.5425%                                  $76.54
Trust #2
3030 Chain Bridge Road
Washington, D.C. 20016

MFA Woodlawn, Inc.                          4.2075%                                   $4.21

Regency Affiliates, Inc.                      5.00%                           $1,500,000.00
7295 Federal Highway
Suite 307
Stuart, FL 34994

The Marvin H. Green III Trust                 1.00%                                    1.00


Steven M. Peer Trust                         7.500%                                   $7.50
c/o Cafritz Interests, Inc.
1660 L Street, N. W.
Suite 910
Washington, D.C. 20036

<PAGE>
Seth H. and Rebecca W.                        1.583%                                  $1.58
Price, joint tenants

Firefly Circle Investment                     3.167%                                  $3.18
Limited Partnership
c/o The Cafritz Group, Inc.
1735 Eye Street, N.W.
Suite 715
Washington, D.C. 20006

</TABLE>


<PAGE>


          THIS  PROMISSORY NOTE HAS BEEN ACQUIRED IN A TRANSACTION NOT INVOLVING
ANY PUBLIC  OFFERING AND HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
1933,  AS AMENDED (THE "1933 ACT"),  OR THE LAWS OF ANY STATE.  THIS  PROMISSORY
NOTE MAY NOT BE SOLD OR  TRANSFERRED IN THE ABSENCE OF SUCH  REGISTRATION  OR AN
EXEMPTION THEREFROM UNDER SUCH ACT, AND THE LAWS OF ANY APPLICABLE STATE.

                                 PROMISSORY NOTE

                                                             Washington, D.C.
$10,000                                                      November 30, 2000

          FOR VALUE RECEIVED,  REGENCY AFFILIATES,  INC., a Delaware corporation
(the "Maker"), promises to pay to the order of CONRAD CAFRITZ, an individual, or
his assigns (the "Holder"),  at 1660 L Street, N.W., Suite 600,  Washington,  DC
20036,  or at such other  place as the Holder of this Note may from time to time
designate,  on November 1, 2030 (the "Maturity  Date"),  the principal amount of
TEN THOUSAND DOLLARS ($10,000).  Until the Maturity Date, Maker shall pay to the
Holder,  as interest,  a sum equal to 50% of (i) the  distributions  of Net Cash
Flow  received by Maker  pursuant to Section 10.01 of that certain First Amended
and Restated Limited Partnership Agreement of 1500 Woodlawn Limited Partnership,
as amended  (the "A/R  Agreement")  plus (ii) the  distributions  of Proceeds of
Capital  Transactions  received by Maker  pursuant  to Section  11.01 of the A/R
Agreement,  immediately  upon  receipt of each such  distribution.  All payments
hereunder shall be made in lawful money of the United States of America, without
offset.

          The unpaid  principal  amount of this Note may not be prepaid in whole
or in part at any time  without the prior  written  consent of the Holder,  such
consent to be granted or withheld in the sole discretion of the Holder.

          The occurrence of the following  shall  constitute an event of default
("Event of Default") hereunder:

               1    Failure to pay, when due, the  principal,  any interest,  or
                    any other sum payable  hereunder,  and  continuance  of such
                    failure for five (5)  business  days after the date on which
                    such principal,  installment of interest or other sum is due
                    (whether upon  maturity  hereof,  upon any interest  payment
                    date, upon acceleration, or otherwise).

               2    Failure  of Maker  generally  to pay its debts as such debts
                    become  due,  the  admission  by  Maker  in  writing  of its
                    inability  to pay its debts as such debts become due, or the
                    making by Maker of any general assignment for the benefit of
                    creditors.

               3    Commencement  by  Maker  of any  case,  proceeding  or other
                    action  seeking  reorganization,   arrangement,  adjustment,
                    liquidation,  dissolution, or composition of it or its debts
                    under  any  law  relating  to  bankruptcy,   insolvency,  or
                    reorganization, or relief of debtors, or seeking appointment
                    of a receiver, trustee, custodian, or other similar official
                    for it or for all or any substantial part of its property.

               4    Commencement of any case, proceeding or other action against
                    Maker seeking to have any order for relief  entered  against
                    Maker as  debtor,  or seeking  reorganization,  arrangement,
                    adjustment, liquidation, dissolution or composition of Maker
                    or  its  debts  under  any  law   relating  to   bankruptcy,
                    insolvency,  reorganization or relief of debtors, or seeking
                    appointment  or a  receiver,  trustee,  custodian  or  other
                    similar  official  for  Maker or for all or any  substantial
                    partn of the property of Maker,  and (i) Maker shall, by any
                    act or omission,  indicate  its consent to,  approval of, or
                    acquiescence  in such case,  proceeding  or action,  or (ii)
                    such case,  proceeding or action  results in the entry of an
                    order for relief which is not, fully stayed within seven (7)
                    business days after the entry  thereof,  or (iii) such case,
                    proceeding  or action  remains  undismissed  for a period of
                    fifteen (15) days or more or is dismissed or suspended  only
                    pursuant to Section 305 of the United States Bankruptcy Code
                    or any  corresponding  provision of any future United States
                    bankruptcy law.
<PAGE>

          Upon the occurrence of any such Event of Default hereunder, the entire
principal amount hereof,  and all accrued and unpaid interest thereon,  shall be
accelerated,  and shall be  immediately  due and  payable,  at the option of the
Holder,  without  demand  or  notice,  and  in  addition  thereto,  and  not  in
substitution  therefor, the Holder shall be entitled to exercise any one or more
of the rights and remedies  provided by applicable law. Failure to exercise said
option or to pursue such other  remedies  shall not  constitute a waiver of such
option or such other remedies or of the right to exercise any of the same in the
event of any subsequent Event of Default hereunder.

          The Maker  promises to pay all costs and expenses  (including  without
limitation attorneys' fees and disbursements) incurred in connection with the
collection  hereof,  and to perform  each and every  covenant or agreement to be
performed by the Maker under this Note and any other  instrument  evidencing the
obligation represented by this Note.

          Each  Obligor  which  term  shall  include  the Maker and all  makers,
sureties, guarantors, endorsers, and other persons assuming obligations pursuant
to this Note under this Note hereby waives presentment,  protest, demand, notice
of dishonor, and all other notices, and all defenses and pleas on the grounds of
any  extension  or  extensions  of the time of payments or the due dates of this
Note, in whole or in part, before or after maturity,  with or without notice. No
renewal or  extension of this Note,  no release of any Obligor,  and no delay in
enforcement  of this Note or in exercising any right or power  hereunder,  shall
affect the liability of any Obligor.  The pleading of any statute of limitations
as a defense to any demand against any Obligor is expressly waived.

          No single or partial exercise by the Holder of any right hereunder, or
under any other agreement pertaining hereto, shall preclude any other or further
exercise  thereof or the exercise of any other  rights.  No delay or omission on
the part of the Holder in  exercising  any right  hereunder  shall  operate as a
waiver of such right or of any other right under this Note.

          This Note and all agreements between the Maker and the Holder relating
hereto  are  hereby  expressly  limited  so  that  in no  contingency  or  event
whatsoever,  whether by reason of  acceleration  or otherwise,  shall the amount
paid or agreed to be paid to the Holder for the use, forbearance or detention of
money hereunder exceed the maximum amount  permissible  under applicable law. If
from any circumstance  whatsoever  fulfillment of any provision  hereof,  at the
time performance of such provision shall be due, shall involve  transcending the
limit of validity  prescribed  by law,  then, i so facto,  the  obligation to be
fulfilled  shall be reduced to the limit of such validity,  and if from any such
circumstance the Holder shall ever receive interest,  or anything which might be
deemed  interest  under  applicable  law,  which would exceed the highest lawful
rate,  such amount  which would be  excessive  interest  shall be applied to the
reduction of the  principal  amount owing on account of this Note and not to the
payment of interest, or if such excessive interest exceeds the unpaid balance of
principal  of this Note,  such excess  shall be refunded to the Maker.  All sums
paid or agreed to be paid to the Holder for the use, forbearance or detention of
the  indebtedness of the Maker to the Holder shall,  to the extent  permitted by
applicable  law,  be deemed to be  amortized,  prorated,  allocated  and  spread
throughout the full term of such indebtedness  until payment in full so that the
actual rate of interest on account of such  indebtedness  is uniform  throughout
the term thereof.  The terms and provisions of this paragraph  shall control and
supersede  every other provision of this Note and all other  agreements  between
the Maker and the Holder.


<PAGE>

          The  Maker  hereby  declares,   represents,   and  warrants  that  the
indebtedness  evidenced  hereby  is made (i) for the  purpose  of  acquiring  or
carrying on a business,  professional,  or commercial  activity and (ii) for the
purpose of  acquiring  real or  personal  property as an  investment  or for the
purpose of carrying on an investment  activity,  within the meaning of D.C. Code
Title 28, sections 3301(d)(1)(B) and (C) (1981 and Supp. 1985).

          Whenever  used herein,  the words  "Maker" and "Holder" and  "Obligor"
shall be deemed to include their respective successors and assigns.

          This Note shall be governed by and  construed  under and in accordance
with the laws of District of Columbia (but not including the choice of law rules
thereoo.

<PAGE>

          IN WITNESS  WHEREOF,  the undersigned have duly executed this Note, or
have caused this Note to be duly  executed  on their  behalf,  as of the day and
year first hereinabove set forth.

[SEAL]                                      REGENCY AFFILIATES, INC.

ATTEST
                                            By:  /s/William R. Ponsoldt
                                                 _______________________________
---------------------                        Name: William R. Ponsoldt
                                             Title: President