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                                                                   EXHIBIT 10.36

                           PURCHASE AND SALE AGREEMENT

         THIS PURCHASE AND SALE AGREEMENT ("AGREEMENT") is made and entered into
by and among OH INVESTMENTS, INC., a Florida corporation ("BUYER"),
UPJOHN-DELRAY LIMITED PARTNERSHIP, a Florida limited partnership ("SELLER") and
CENTERLINE HOMES OF DELRAY, INC., a Florida corporation ("CENTERLINE").

                                   WITNESSETH:

         WHEREAS, Seller is the owner and holder of fee simple title to the
Property (hereinafter defined) with respect to which Seller has taken certain
actions in connection with the development of a five hundred four (504)
Residential Unit (hereinafter defined) active adult community known as "Vizcaya"
("PROJECT"); and

         WHEREAS, Buyer seeks to purchase the Property from Seller, and Seller
seeks to sell the Property to Buyer, all pursuant to and in accordance with the
terms and conditions of this Agreement as set forth herein.

         NOW, THEREFORE, in consideration of TEN ($10.00) DOLLARS, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, each intending to be legally bound, do hereby
agree as follows:

         1. RECITALS. The recitations set forth above in the preamble of this
Agreement are true and correct and are incorporated herein by this reference.

         2. DEFINITION OF PROPERTY. As used herein, the term "Property" shall
mean, collectively, all right, title and interest of Seller in and to the
following:

                  A. all that certain real property consisting of approximately
one hundred thirty-four (134) acres in total area, together with any and all
improvements thereon and the privileges and appurtenances thereto appertaining,
situate, lying and being in the City of Delray Beach, County of Palm Beach,
State of Florida, and more commonly known as "Vizcaya" ("LAND"). The legal
description of the Land is set forth on SCHEDULE "A" attached hereto and made a
part hereof; and

                  B. all of the buildings, structures, fixtures, facilities,
installations and other improvements of every kind and description in, on, over
and under the Land, including, without limitation, any and all plumbing, air
conditioning, heating, ventilating, mechanical, electrical and other utility
systems, parking lots and facilities, landscaping, roadways, sidewalks, security
devices, signs and light fixtures (collectively, "IMPROVEMENTS"); and

                  C. all furniture, furnishings, fixtures, equipment, machinery,
maintenance vehicles and equipment, tools, parts, building materials and
supplies, inventory, carpeting, window treatments, and other tangible personal
property of every kind and description, situated in, on, over and under the Land
and Improvements, or used in connection with the Land, Improvements and Project,
owned by Seller or in which Seller otherwise has an interest, together with all


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replacements and substitutions therefore (collectively, "TANGIBLE PERSONAL
PROPERTY"). A complete and accurate itemization of the Tangible Personal
Property is set forth on SCHEDULE "B" attached hereto and made a part hereof;
and

                  D. all existing, surveys, blue prints, drawings, plans and
specifications (including, without limitation, construction, architectural,
electrical, engineering, structural, mechanical and plumbing) and other
documentation prepared for or with respect to the Project, Land and
Improvements, or any part or portion thereof, together with all supporting
documentation relating thereto; and

                  E. all tests, studies, reports, analysis and the like
(including, without limitation, environmental and soil) prepared for or with
respect to the Project, Land and Improvements, or any part or portion thereof,
together with all supporting documentation relating thereto; and

                  F. all materials relating to the zoning and land use
(including, without limitation, zoning and re-zoning applications and approvals;
plats or plat applications and approvals; land use planning studies, reports,
application and approvals; comprehensive planning and zoning studies, reports
applications and approvals; concurrency studies, reports applications and
approvals; and development of regional impact studies, reports, applications and
approvals) prepared for or with respect to the Project, Land and Improvements,
or any part or portion thereof, together with all supporting documentation; and

                  G. all documents prepared and executed in connection with the
creation, formation, organization, structuring and empowering of any and all
associations charged with the responsibility of administering, running,
operating, overseeing, maintaining and repairing the Project, Land and
Improvements, or any portion thereof, including, but not limited to, Articles of
Incorporation, Bylaws, Declarations, as well as any and all rights that Seller
has under the same (The rights of Seller under any of the aforementioned
documents shall be referred to herein as "Document Rights"); and

                  H. all market and feasibility research, studies, reports,
analysis and any other similar or related types of studies, reports and analysis
relating the sale and/or lease of residential units at the Project ("RESIDENTIAL
UNITS") by Seller to third persons ("RESIDENTIAL UNIT PURCHASERS") prepared for
or with respect to the Project, Land and Improvements, together with all
supporting documentation relating thereto; and

                  I. all sales lists, data and correspondence with respect to
Residential Unit Purchasers who have purchased, who have executed contracts to
purchase ("PURCHASE CONTRACTS"), who have executed non-binding reservations for
particular lots within the Project or who are prospective purchasers of
Residential Units from Seller, together with all supporting documentation
relating thereto; and

                  J. all Purchase Contracts executed by Residential Unit
Purchasers for Residential Units, and the deposits given by said Residential
Unit Purchasers in connection therewith. Summaries of all executory Purchase
Contracts (including, without limitation, the Residential Unit under contract,



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the name and address of the Residential Unit Purchaser, the execution date of
the Purchase Contract, the amount of the purchase price, the amount of the
deposit and the estimated closing date) are set forth in SCHEDULE "C" attached
hereto and made a part hereof; and

                  K. all sales and marketing brochures, booklets, manuals and
promotional and advertising materials concerning, related to or associated with
the Project, Land and Improvements, together with all supporting documentation
relating thereto; and

                  L. all correspondence with vendors, suppliers, utility
companies, governmental authorities and other third parties, together with all
supporting documentation relating thereto; and

                  M. any and all other existing documents concerning, relating
to or associated with the ownership, operation, management and development of
the Project, Land and Improvements (Items D through and including M are
collectively referred to herein as, the "DOCUMENTS"); and

                  N. to the extent assignable by Seller, all development rights
and approvals, including vested rights, if any; all assignable rights of Seller
in and to impact of development allocations or credits for zoning, planning,
density, utility or concurrency purposes, if any; all rights to and under any
zoning or subdivision approvals or ordinances, resolutions of any governmental
authority, and any plat applications, proposed or adopted plats, site plans,
development orders, approvals, consents, permits, certificates and other
governmental licenses, and evidence of variances, special exceptions or
exemptions or vested rights, or of density or concurrency allocations; and all
other rights to and under all applications, fees, deposits, licenses, permits
and any and all other governmental approvals, if any, concerning, relating to or
associated with the ownership, operation, development and/or proposed use of and
improvements to the Project, Land and Improvements (collectively, "GOVERNMENTAL
APPROVALS"); and

                  O. all right, title and interest of Seller in and to Third
Party Contracts (hereinafter defined) and the other intangible personal property
("INTANGIBLE PERSONAL PROPERTY") owned by Seller or in which Seller otherwise
has an interest and used in connection with or arising from the business now or
hereafter conducted on or from the Land and Improvements, including, without
limitation, lease and other contract rights, the name "Vizcaya" as well as any
and all other names, telephone exchange numbers, copyrights and trademarks owned
by Seller. Summaries of all current employment, union, purchase, service and
maintenance agreements, brokerage agreements, equipment leases and any other
agreements, contracts, licenses and permits concerning, related to or associated
with, in any way, to the Property ("THIRD PARTY CONTRACTS") are set forth in
SCHEDULE "D" attached hereto and made a part hereof.

         3. AGREEMENT TO PURCHASE AND SELL. Buyer agrees to purchase from
Seller, and Seller agrees to sell to Buyer, the Property pursuant to and in
accordance with the terms and conditions of this Agreement as set forth herein.



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         4. PURCHASE PRICE; PAYMENT. The purchase price for the Property shall
be the total and aggregate sum of ___________________ ($_________) DOLLARS
("PURCHASE PRICE"). The Purchase Price shall be subject to adjustment for the
credits and prorations as set forth elsewhere in this Agreement and shall be
payable by Buyer to Seller by way of cash, wire transfer, certified check or
attorney's trust account check.

         5. AGREEMENT TO ENTER INTO BUILDER'S AGREEMENT AND BUILDER'S AGREEMENT
CONTINGENCY. It shall be a condition precedent to Buyer's obligation to close
title and consummate the transaction contemplated by this Agreement that on or
before Closing (hereinafter defined), Buyer and Centerline shall have entered
into and executed the Agreement to Enter Builder's Agreement (hereinafter
defined) and Builder's Agreement (hereinafter defined). It is acknowledged by
and among the parties to this Agreement, that the Agreement to Enter Builder's
Agreement grants Buyer the right to conduct various title, survey and general
due diligence investigations with regard to the Property through and including
the date of closing of the Agreement to Enter Builder's Agreement, and further
grants to Buyer the right to terminate the Agreement to Enter Builder's
Agreement at any time, and for any reason whatsoever, through and including the
date of closing of the Agreement to Enter into Builder's Agreement based upon
said investigations. In the event both Buyer and Centerline have not entered
into and executed the Agreement to Enter Builder's Agreement and/or the
Builder's Agreement on or before Closing due to Buyer having terminated the same
due to the aforementioned investigations, or for any other reason whatsoever,
then Buyer shall have the right to terminate this Agreement on written notice to
Seller, whereupon, neither Buyer, Seller nor Centerline shall have any further
liability each to the other in connection with this Agreement, except as to
those matters which expressly survive the Closing or earlier termination of this
Agreement.

         6. CONDITION OF PROPERTY. Both Buyer and Seller hereby acknowledge and
agree that the Property is being sold and conveyed in its "AS IS" condition.
Notwithstanding the foregoing however, the Property shall be in substantially
the same condition at the time of Closing as the condition of the Property was
on the Effective Date (hereinafter defined). In this regard, Seller and
Centerline shall not take any substantive action with regard to the Property,
other than in the ordinary course of business, without first obtaining the prior
written consent of the Buyer, which said consent shall not be unreasonably
withheld or delayed.

         7. REPRESENTATIONS OF SELLER AND CENTERLINE. Both Seller and Centerline
hereby represent and warrant to Buyer, which said representations and warranties
shall be true and correct as of the Effective Date and shall continue to be true
and correct as of Closing, the following:

                  A. Seller has the full right, power and authority to own and
convey the Property, and does not need any further consents, joinders or other
authorization from any governmental or private entity, corporation, partnership,
firm, individual or other person or entity to execute, deliver and perform its
obligations under this Agreement, and to consummate the transactions
contemplated hereby.



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                  B. Seller owns good, marketable and insurable fee simple title
to the Property and the Property shall be conveyed to Buyer, free and clear of
all liens, claims and encumbrances, except for those "Permitted Exceptions" set
forth on EXHIBIT "E" attached hereto and made a part hereof.

                  C. To the best of Seller's and Centerline's knowledge, there
is no condemnation proceeding pending with respect to any portion of the
Property and neither Seller nor Centerline have received any notice, nor have
any knowledge of any pending or contemplated condemnation proceeding which could
affect any portion of the Property.

                  D. Seller is neither a "foreign person" nor a "foreign
corporation" (as those terms are defined in Section 7701 of the Internal Revenue
Code of 1986, as amended).

                  E. There are no attachments, executions, assignments for the
benefit of creditors, voluntary or involuntary proceedings in bankruptcy or any
other litigation, hearing, proceeding or the like, whatsoever, either pending,
threatened or contemplated by or against either Seller, Centerline or the
Property.

                  F. Neither this Agreement nor the terms and provisions hereof
nor any action contemplated to be taken by Seller or Centerline hereunder or
pursuant hereto violates or conflicts with any agreement to which Seller,
Centerline or the Property is subject.

                  G. Centerline shall enter into, execute and deliver to Buyer
the Agreement to Enter Builder's Agreement and the Builder's Agreement on or
before Closing as required by this Agreement.

         The truth and accuracy of each and every representation and warranty
set forth in this Paragraph 7, from the Effective Date through and including the
date of Closing, shall be a condition precedent to Buyer consummating this
Agreement and closing on title. All of the aforementioned representations and
warranties of Seller and Centerline shall survive Closing for a period of one
(1) years.

         8. CLOSING. The "Closing" of this transaction shall commence at 10:00
AM Eastern Standard Time at the law offices of Ruden, McClosky, Smith, Schuster
& Russell, P.A., located in Fort Lauderdale, Florida on a date which is the
earlier to occur of: (i) such date as Buyer shall designate on ten (10) days
written notice to Seller; provided however, that Buyer shall have waived any and
all conditions and contingencies to Closing to the extent that Buyer elects to
accelerate the Closing date; or, (ii) another date, time and location mutually
agreed upon, in writing, by the parties. Notwithstanding anything to the
contrary contained herein, the Closing shall not take place later than August
15, 2000.

         9. SELLER'S DELIVERIES.

                  A. Centerline shall prepare the following documents, subject
to Buyer's reasonable approval, to be executed and delivered by Seller at
closing:



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                           I. A statutory warranty deed ("DEED"), properly
executed, acknowledged and in recordable form, conveying fee simple title to the
Property and the improvements thereon, if any, to Buyer;

                           II. A properly executed and acknowledged affidavit of
title, no lien and possession in the usual and customary form, provided that the
same is acceptable to Buyer's title insurance company;

                           III. A properly executed and acknowledged gap
affidavit in the usual and customary form, provided that the same is acceptable
to Buyer's title insurance company;

                           IV. A properly executed and acknowledged affidavit of
non-foreign status in the usual and customary form;

                           V. A properly executed bill of sale conveying all
Tangible Personal Property and Intangible Personal Property, or make an
assignment thereof, from Seller to Buyer, free and clear of all liens, claims
and encumbrances;

                           VI. Proper evidence of Seller's authority to enter
into and consummate the transaction contemplated by this Agreement by way of
certified resolution, consent or other applicable document;

                           VII. All of the original Documents, Governmental
Approvals, Third Party Contracts and other documentation concerning all or any
part of the Property;

                           VIII. A properly executed assignment of Purchase
Contracts and Deposits;

                           IX. A properly executed assignment of Governmental
Approvals;

                           X. A properly executed assignment of Documents;

                           XI. A properly executed assignment of Document
Rights;

                           XII. A properly executed assignment of Third Party
Contracts;

                           XIII. Properly executed resignations of any and all
directors and/or officers that have been appointed by, affiliated with or acting
on behalf of Seller of any and all associations charged with the responsibility
of administering, running, operating, overseeing, maintaining and repairing the
Project, Land and/or Improvements, or any portion thereof;

                           XIV. A closing statement; and

                           XV. Any other information, certificate, affidavit,
document and/or instrument reasonably required by Buyer, Buyer's attorney,
Buyer's title company or Buyer's mortgagee.



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         10. BUYER'S DELIVERIES. At Closing, Buyer shall deliver to Seller the
following items: (i) the Purchase Price, (ii) proper evidence of Buyer's
authority to enter into and consummate the transaction contemplated by this
Agreement by way of certified resolution, consent or other applicable document,
(iii) a closing statement; and (iv) such other information, certificate,
affidavit, document and/or instrument reasonably required by Seller or
Centerline or their respective attorneys.

         11. COST AND EXPENSES.

                  A. Centerline shall pay for documentary stamps, recording fees
and other transfer taxes on any and all title curative instruments. Seller and
Centerline shall each pay for their own respective attorney's fees and costs.

                  B. Buyer shall pay for (i) the documentary stamps and any and
all other transfer taxes on the deed; (ii) the recording fee for the deed; (iii)
the Commitment (as that term is defined in the Agreement to enter in Builder's
Agreement to be executed by and between Buyer and Centerline); (iv) the title
insurance premium for an owner's policy of title insurance; (v) the title
insurance premium for a mortgagees policy of title insurance; (vi) its own
attorney's fees and costs; and (vii) all fees, cost and expenses incurred in
connection with the performance of the Due Diligence Investigation (as that term
is defined in the Agreement to enter into Builder's Agreement [defined
hereinafter]). All of the aforementioned costs and expenses of Buyer however,
shall be deemed to be, and paid as, Project Expenses (as that term is defined in
the Builder's Agreement).

         12. DEFAULT; REMEDIES.

                  A. In the event of a breach by Seller of its obligation to
close title in accordance with the terms and provisions of this Agreement, other
than due to Buyer's default, or if any of Seller's or Centerline's
representations, covenants or warranties contained in this Agreement shall not
be true, complete and correct in all material respects, Buyer shall have the
option of (i) terminating this Agreement on written notice to Seller and
Centerline, whereupon, Seller or Centerline, whichever may be in default, or if
both are in default, then both Seller and Centerline, shall be liable to Buyer
for, and pay Buyer an amount equal to, Buyer's actual out of pocket expenses,
including attorney's fees incurred by Buyer in connection with drafting,
negotiating and finalizing this Agreement and conducting its Due Diligence
Investigations (collectively, "BUYER'S TRANSACTIONAL COSTS") all within ten (10)
days of Buyer's demand, and upon Buyer's receipt of Buyer's Transactional Costs,
in full, this Agreement shall terminate and neither Buyer, Seller nor Centerline
shall have any further liabilities each to the other in connection with this
Agreement, except as to those matters which expressly survive the Closing or
earlier termination of this Agreement; and/or (ii) enforcing the terms of this
Agreement by obtaining a decree of specific performance or other equitable
remedy from a court of competent jurisdiction. The aforementioned remedies shall
be cumulative and in addition to one another, and not exclusive of one another,


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thereby permitting Buyer to exercise and pursue any one or more of the said
remedies at the same time. Seller and Centerline hereby waive any defense of
lack of mutuality of remedy that either may have in connection with this
Agreement .

         13. SURVIVAL AND INDEMNIFICATION

                  A. In the event that the Closing shall occur, then Seller
and/or Centerline, whichever is the cause of the Claim (hereinafter defined),
hereby agrees to indemnify, defend, protect and save and hold Buyer harmless,
Buyer's respective successors and assigns, and the officers, directors,
trustees, partners, shareholders, managers, members, agents and employees of any
of the foregoing from and against any suit, demand, claim, cause of action,
loss, damages, injury, fine, penalty, obligation to pay money, cost, liability
or expense, including investigation costs and attorneys', consultants' and
expert witness fees (collectively, "CLAIM") that arises, or is alleged to have
arisen from the breach of any one or more of the representations and warranties
of Seller and/or Centerline pursuant to Paragraph 7 of this Agreement.

                  B. Upon demand made by Buyer to either or both Seller and/or
Centerline (individually, "INDEMNITOR" and collectively, "INDEMNITORS") with
respect to any Claim, said Indemnitor shall be obligated, within twenty (20)
days following said demand, to either (i) pay said Claim on behalf of, and
without cost to, Buyer, or (ii) assume the defense of the Claim on behalf of
Buyer, unless both the Indemnitors and Buyer are named in the same litigation
and representation of them by the same counsel would be inappropriate. Subject
to the foregoing, the indemnifying party shall have the right to conduct and
control the defense of any Claim for which it is providing indemnification by
counsel it selects, provided that said counsel, and the conduct of the defense,
shall be subject to the reasonable approval of Buyer. Buyer shall cooperate
fully in the defense of the Claim and shall provide access to all information,
documents and witnesses pertinent to the Claim that are under its control. The
indemnifying party shall have the right, in its sole discretion, to compromise,
settle or otherwise dispose of any Claim for which it has accepted and is
providing indemnification pursuant to this Agreement; provided that (i) said
settlement does not obligate Buyer to do or refrain from doing anything, other
than making a lump-sum monetary payment to the plaintiffs (which payment shall
be made on behalf of Buyer by, and at the sole cost and expense of, the
indemnifying party), and entering into a mutual release with plaintiffs, which
instrument shall be subject to Buyer's reasonable review and approval and shall
not impose any obligations that this Agreement precludes from being imposed and
shall not require Buyer to make any admission of wrongdoing or fault, (ii) said
settlement will not be a matter of public record and the fact of said settlement
will not tend to prejudice the conduct of other matters in which Buyer is or may
be a defendant, and (iii) the indemnifying party provides Buyer with evidence,
reasonably satisfactory to the indemnified party, that the indemnifying party
possesses sufficient funds to fully pay for any such settlement; provided,
however, that the indemnified party shall be informed of all material settlement
offers and be given a reasonable opportunity to comment on same.

                  C. If the Indemnitors do not timely pay the Claim or assume
the defense of the Claim in accordance herewith, Buyer shall have the right to
pay said Claim or take over the defense of said Claim and to settle said Claim
on any terms it deems reasonable, provided that (i) Buyer shall first have given
the Indemnitors an additional five (5) business days prior written notice, after



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the expiration of the twenty (20) day period provided in Paragraph 13.B. above,
and the Indemnitors shall not have paid the Claim or assumed the defense of the
Claim within said additional period of five (5) business days, and (ii) Buyer
shall notify the Indemnitors prior to agreeing to the terms of any settlement.
Any such settlement (and the costs and expenses incurred in defending and/or
selling the Claim) shall be valid as against the Indemnitors for the purposes of
the Indemnitors' indemnity obligations, and the Indemnitors shall pay or
reimburse said amounts to Buyer on demand.

                  D. All amounts due to Buyer under this Paragraph 13 shall bear
interest from the date due until the time paid at the Citibank "Prime Rate,"
plus four percent per annum. The payment of said interest shall not, however,
authorize the indemnifying party to defer the payment of amounts otherwise due
hereunder.

                  E. The amount of the indemnifying party's liability under this
Agreement shall be determined taking into account any applicable insurance
proceeds actually received or entitled to be received by, and other savings that
actually reduce the impact of loss upon Buyer.

                  F. Notwithstanding anything contained herein to the contrary,
(i) Buyer hereby assumes the payment and performance of, and agrees to pay,
perform and discharge, from and after the date of Closing, all debts, duties and
obligations to be paid, performed and/or discharged by Seller under the Third
Party Contracts, Purchase Contracts, Governmental Approvals and/or the
Documents, including, but not limited to, any costs associated with defects,
repairs or warranties, and (ii) Buyer and Centerline hereby agree to use their
best efforts to replace all existing bonds that have been obtained by and in the
name of Upjohn in connection with the Project and that are still of record and
in full force and effect as of the date of Closing within thirty (30) days of
Closing ("BONDS"). Buyer and Centerline, as the case may be under (i) and (ii)
above, shall indemnify, defend and hold Seller harmless, from and against, any
and all claims, losses, liabilities, damages, costs and expenses (including
reasonable attorney's fees) resulting by reason of the failure of (i) Buyer to
pay, perform or discharge any of the debts, duties or obligations assumed by
Buyer hereby, and (ii) Buyer and Centerline to remove and replace the Bonds.

         14. NOTICES. All notices, requests, demands or other communications
required or permitted under this Agreement shall be in writing and delivered
personally or by certified mail, return receipt requested, postage prepaid, or
by facsimile transmission, or by overnight courier (such as Federal Express) for
next day delivery, addressed as follows:

As to Buyer:                      OH Investments, Inc.
                                  Attn: Joseph Pivinski, Vice-President of
                                  Finance
                                  1690 S. Congress Ave.
                                  Delray Beach, FL 33445
                                  Fax: (561) 274-0066

With a copy to:                   Ruden, McClosky, Smith, Schuster &
                                  Russell, P.A.
                                  Attn.: Mark F. Grant, Esq.
                                  200 East Broward Boulevard, 18th Floor
                                  Fort Lauderdale, Florida 33301
                                  Fax: (954) 333-4004


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With a copy to:                   Ruden, McClosky, Smith, Schuster &
                                  Russell, P.A.
                                  Attn.: Thomas O. Katz, Esq.
                                  200 East Broward Boulevard, 18th Floor
                                  Fort Lauderdale, Florida 33301
                                  Fax: (954) 333-4019

As to Seller:                     Upjohn-Delray Limited Partnership
                                  c/o Hearthstone
                                  1401 East Broward Boulevard, Suite 302
                                  Fort Lauderdale, Florida 33301
                                  Attn.: Marcus Buerosse
                                  Fax: (954) 522-3558

With a copy to:                   Hearthstone
                                  55 Fransico Street, Suite 700
                                  San Francisco, California 94133
                                  Attn.: Tracy T. Carver, Esq.
                                  Fax:______________________

As to Centerline:                 Centerline Homes of Delray, Inc.
                                  12534 Wiles Road
                                  Coral Springs, Florida 33076
                                  Attn: Craig Perry
                                  Fax: (954) 344-4176

With a copy to:                   Larry A. Rothenberg, P.A.
                                  900 North Federal Highway
                                  Suite 460
                                  Boca Raton, Florida 33432
                                  Fax: (561) 394-0571

         Notices given by facsimile transmission shall be deemed given and
received when receipted by sender, notices give by overnight courier shall be
deemed given and received on the next business day and notices given by
certified mail shall be deemed given and received three days after it was sent.
Either party hereto may change the address for receiving notices, requests,
demands or other communication by notice sent in accordance with the terms of
this Section.

         15. REAL ESTATE BROKER. In connection with this transaction, Buyer and
Seller represent and warrant, each to the other, that no real estate brokers,
agents, intermediaries, or finders (collectively, the "BROKERS") were involved
herein and entitled to a commission, fee or payment (collectively, "COMMISSION")
of any kind whatsoever. Buyer and Seller agree to indemnify, defend and hold
each other harmless from any claim or claims for Commission asserted by any
party other than Brokers as a result of dealings with Buyer or Seller. This
Paragraph 15 shall survive the Closing or earlier termination of this Agreement.



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         16. SUCCESSORS AND ASSIGNS. This Agreement shall bind Buyer and Seller
and anyone succeeding to their interests in, to or under this Agreement.

         17. ASSIGNMENT. Buyer shall have the right to freely assign this
Agreement without the prior consent of Seller. Seller agrees to acknowledge such
assignee as the purchaser hereunder and to consummate the transaction
contemplated hereby with such assignee, whereupon Buyer shall be fully released
of and from any and all obligations hereunder.

         18. POSSESSION. Possession of the Property shall be deemed to have
passed to Buyer at Closing.

         19. AMENDMENT. This Agreement may not be amended, altered, or modified
except by a written instrument executed by both Buyer and Seller.

         20. FURTHER ASSURANCES. Buyer and Seller agree to execute and deliver
such additional documents and to perform such additional acts as may become
necessary to effectuate the intent and purposes of the parties set forth in this
Agreement.

         21. CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to conflict of
law principals. Venue for any legal proceeding arising from or in connection
with this Agreement shall be in Broward County, Florida.

         22. THIRD PARTIES. There are no third-party beneficiaries to this
Agreement.

         23. PRONOUNS. All pronouns used in this Agreement shall be effective to
identify the persons referred to, regardless of their gender and whether they
are singular or plural.

         24. SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement shall in no way affect the validity or enforceability of any
of the other provisions of this Agreement.

         25. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be considered an original and all of which
when taken together, shall be deemed to be one (1) and the same Agreement.

         26. ATTORNEYS' FEES. If litigation arises out of or in connection with
this Agreement, whether incurred before, during or after trial, in bankruptcy
court, or on appeal, the prevailing party shall be entitled to recover its
attorneys' fees and costs from the non-prevailing party.

         27. GOOD FAITH. The parties shall endeavor in good faith to fulfill the
terms of this Agreement.


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         28. SCHEDULES. All Schedules attached to this Agreement are
incorporated herein by this reference.

         29. EFFECTIVE DATE. The "Effective Date" of this Agreement shall be the
date on which the last of the Buyer or Seller executes the same and Buyer
receives a copy thereof.

         30. COUNTING OF DAYS. In the event that a date on which performance by
either Buyer or Seller is to occur falls on a Saturday, Sunday or federal or
state holiday, then the time for such performance shall be extended to the next
business day immediately following thereafter.

         31. BUILDER'S AGREEMENT. The term "Builder's Agreement" as used in this
Agreement shall mean the agreement to be executed by and between Buyer and
Centerline at Closing.

         32. AGREEMENT TO ENTER INTO BUILDER'S AGREEMENT. The term "Agreement to
enter into Builder's Agreement" as used in this Agreement shall mean the
agreement to be executed by and between Buyer and Centerline at Closing.

         33. RADON GAS. Radon is a naturally occurring radioactive gas that,
when it has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from
your county public health department.

         34. ENTIRE AGREEMENT. This Agreement, including the Schedules attached
hereto, embodies the entire understanding between the parties, and supersedes
any and all prior agreements and understandings, written or oral, formal or
informal.

         35. RECORDING. Buyer shall not be permitted to record this Agreement or
any memorandum of its terms without the prior written consent of Seller.






                           [INTENTIONALLY LEFT BLANK]







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         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth below their respective signatures.

         WITNESS                     SELLER:

                                     UPJOHN-DELRAY LIMITED
                                     PARTNERSHIP, a Florida limited partnership

                                     By: FL RFC/WA GP, L.C., a Florida limited
                                     liability company, General Partner

                                     By: Hearthstone, Inc., a California
                                     corporation, Manager

_______________________              By:______________________________________
                                     Tracy T. Carver, Senior Vice President-
                                     General Counsel

_______________________              Date:____________________________________

                                     BUYER:

                                     OH INVESTMENTS, INC., a Florida corporation

________________________              By:______________________________________
                                     Richard D. Levy, Chief Executive Officer

________________________              Date:___________________________________


                                      CENTERLINE:

                                     CENTERLINE HOMES OF DELRAY, INC., a Florida
                                     corporation

________________________               By:_____________________________________

                                       Printed Name:___________________________

                                       Title:__________________________________

________________________               Date:__________________________________



                                       13
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                                    EXHIBIT A

                                LEGAL DESCRIPTION



                                       14
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                                    EXHIBIT B

                           TANGIBLE PERSONAL PROPERTY



                                       15
<PAGE>   16


                                    EXHIBIT C

                          PURCHASE CONTRACT INFORMATION



                                       16
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                                    EXHIBIT D

                              THIRD PARTY CONTRACTS



                                       17
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                                    EXHIBIT E

                              PERMITTED EXCEPTIONS

                                       18