Commercial Contract
                       FLORIDA ASSOCIAT10N OF REALTORS (R)

1. PURCHASE AND SALE: Le@P Technology, Inc., as agent for Parkson Property, LLC,
a Florida limited liability company to be formed ("Buyer") agrees to buy and Bay
Colony Associates  Limited, a Florida limited  partnership  ("Seller") agrees to
sell the property  described as:  Street  Address:  5601 N.E. 14th Avenue,  Fort
Lauderdale,  Florida 33308, Legal Description:  Lots 12 and 13, Block 2 of CORAL
RIDGE ISLES,  according to the Plat thereof,  recorded in Plat Book 45, Page 47,
of the Public Records of Broward County, Florida, LESS the North 97 feet of said
Lot 12, and the following Personal Property:  (NONE) (all collectively  referred
to as the  "Property")  on  the  terms  and  conditions  set  forth  below.  The
"Effective  Date" of this  Contract is the date on which the last of the Parties
signs the latest offer. Time is of the essence in this Contract. Time periods of
5 days or less will be computed without including Saturday,  Sunday, or national
legal  holidays  and any time period  ending on a  Saturday,  Sunday or national
legal holiday will be extended until 5:00 p.m. of the next business day.

2.  PURCHASE PRICE:                                                $  750,000.00
(a) Deposit held in escrow by Richard K. Inglis                    $    1,000.00
(b) Additional deposit to be made within ____ days
    from Effective Date                                            $         N/A
(c) Total mortgages (as referenced in Paragraph 3)                 $         N/A
(d) Other:  Note $37,500.00,
    Purchase Money Mortgage $712,500.00 (See Addendum)             $  750,000.00
(e) Balance to close,  subject to adjustments and prorations,
    to be made with cash, locally drawn certified or
    cashier's check or wire transfer                               $  (1,000.00)
                                                                    ============

3. THIRD PARTY  FINANCING:  Within ___ days from  Effective  Date  ("Application
Period"),  Buyer will, at Buyer's expense, apply to third party financing in the
amount of  $______________  or ___% of the purchase price to be amortized over a
period  of ____  years  and due in no less  than  ____  years  and  with a fixed
interest rate not to exceed |_| ____% per year or variable  interest rate not to
exceed |_| ____% at  origination  with a lifetime cap not to exceed  _____% from
initial rate, with additional terms as follows:____________________.  Buyer will
pay for the mortgagee  title insurance  policy and for all loan expenses.  Buyer
will  timely  provide  any and  all  credit,  employment,  financial  and  other
information  reasonably  required  by  any  lender.  Buyer  will  notify  Seller
immediately  upon obtaining  financing or being rejected by a lender.  If Buyer,
after diligent effort, fails to obtain a written commitment within ___ days from
Effective  Date  ("Financing  Period"),  Buyer may cancel the Contract by giving
prompt  notice to Seller and  Buyer's  deposit(s)  will be  returned to Buyer in
accordance with Paragraph 9.

4. TITLE:  Seller has the legal capacity to and will convey  marketable title to
the Property by |_| statutory  warranty deed |X| other  Special  Warranty  Deed,
free of liens,  easements  and  encumbrances  of record or known to Seller,  but
subject to property taxes for the year of closing;  covenants,  restrictions and
public utility  easements of record;  and (list any other matters to which title
will be subject)  ___________________________;  provided there exists at closing
no violation of the foregoing and none of them prevents  Buyer's intended use of
the Property as in accordance with existing zoning.

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(a)  Evidence of Title:  Seller  will,  at (check one) |X|  Seller's |_| Buyer's
expense and within ___ days |_| from  Effective  Date, |_| prior to Closing Date
|_| from date  Buyer  meets or waives  financing  contingency  in  Paragraph  3,
deliver  to Buyer  (check  one) |_| a title  insurance  commitment  by a Florida
licensed title insurer and, upon Buyer  recording the deed, an owner's policy in
the amount of the purchase price for fee simple title subject only to exceptions
stated above.

|X| an abstract of title,  prepared or brought  current by an existing  abstract
firm or certified as correct by an existing firm.  However,  if such an abstract
is not available to Seller,  then a prior owner's title policy acceptable to the
proposed  insurer as a base for  reissuance  of coverage.  The prior policy will
include copies of all policy  exceptions and an update in a format acceptable to
Buyer from the policy  effective date and certified to Buyer or Buyer's  closing
agent  together with copies of all documents  recited in the prior policy and in
the update.

(b) Title  Examination:  Buyer will, within 15 days from receipt of the evidence
of title deliver written notice to Seller of title defects. Title will be deemed
acceptable  to Buyer if (1) Buyer fails to deliver  proper  notice of defects or
(2) Buyer delivers proper written notice and Seller cures the defects within ___
days from receipt of the notice  ("Curative  Period").  If the defects are cured
within the  Curative  Period,  closing will occur within 10 days from receipt by
Buyer of notice of such  curing.  Seller may elect not to cure defects if Seller
reasonably  believes any defect cannot be cured within the Curative  Period.  If
the defects are not cured  within the Curative  Period,  Buyer will have 10 days
from  receipt  of notice of  Seller's  inability  to cure the  defects  to elect
whether to terminate  this Contract or accept title subject to existing  defects
and close the transaction  without  reduction in purchase  price.  The party who
pays for the  evidence  of  title  will  also pay  related  title  service  fees
including title and abstract charges and title examination.

(c) Survey:  (check  applicable  provisions below)
|X| Seller will,  within 1 day from Effective  Date,  deliver to Buyer copies of
prior surveys, plans, specifications, and engineering documents, if any, and the
following   documents  relevant  to  this  transaction:   _____________________,
prepared for Seller or in Seller's possession, which show all currently existing
structures.

|X| Buyer will,  at |_| Seller's |_| Buyer's  expense and within the time period
allowed to deliver and examine title evidence, obtain a current certified survey
of the Property from a registered surveyor.  If the survey reveals encroachments
on the Property or that the improvements  encroach on the lands of another,  |_|
Buyer  will  accept  the  Property   with   existing   encroachments   |_|  such
encroachments  will  constitute  a title  defect to be cured within the Curative
Period.

(d) Ingress and Egress:  Seller warrants that the Property presently has ingress
and egress.

(e) Possession: Seller will deliver possession and keys for all locks and alarms
to Buyer at closing.

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5.  CLOSING  DATE AND  PROCEDURE:  This  transaction  will be closed in  Broward
County,  Florida on or before September 30, 2001 or within 2 days from Effective
Date ("Closing Date"),  unless otherwise  extended herein.  |_| Seller |_| Buyer
will designate the closing agent.  Buyer and Seller will,  within ____ days from
Effective Date,  deliver to Escrow Agent signed  instructions  which provide for
closing  procedure.  If an  institutional  lender is providing  purchase  funds,
lender  requirements  as to place,  time of day,  and  closing  procedures  will
control over any contrary provisions in this Contract.

(a)  Costs:  Buyer will pay taxes and  recording  fees on notes,  mortgages  and
financing  statements and recording fees for the deed.  Seller will pay taxes on
the deed and  recording  fees for  documents  needed to cure title  defects.  If
Seller is  obligated  to discharge  any  encumbrance  at or prior to closing and
fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances.

(b)  Documents:  Seller will  provide the deed,  bill of sale,  mechanic's  lien
affidavit,  assignments of leases, updated rent roll, tenant and lender estoppel
letters, assignments of permits and licenses, corrective instruments and letters
notifying tenants of the change in ownership/rental agent. If any tenant refuses
to execute an estoppel letter,  Seller will certify that  information  regarding
the tenant's lease is correct. If Seller is a corporation, Seller will deliver a
resolution  of its Board of Directors  authorizing  the sale and delivery of the
deed and certification by the corporate Secretary  certifying the resolution and
setting forth facts showing the  conveyance  conforms with the  requirements  of
local law. Seller will transfer security  deposits to Buyer.  Buyer will provide
the closing statement,  mortgages and notes,  security  agreements and financing
statements.

(c) Taxes, Assessments, and Prorations: The following items will be made current
and prorated |X| as of Closing Date |_| as of  ___________________:  real estate
taxes,  bond  and  assessment  payments  assumed  by  Buyer,  interest,   rents,
association dues,  insurance premiums acceptable to Buyer,  operational expenses
and  _____________.  If the amount of taxes and assessments for the current year
cannot  be  ascertained,  rates  for the  previous  year  will be used  with due
allowance being made for  improvements  and  exemptions.  Seller is aware of the
following     assessments     affecting    or    potentially    affecting    the
Property:______________________.  Buyer will be responsible  for all assessments
of any kind which become due and owing on or after  Effective  Date,  unless the
improvement is substantially  completed as of Closing Date, in which case Seller
will be obligated to pay the entire assessment.

(d)  FIRPTA  Tax  Withholding:  The  Foreign  Investment  in Real  Property  Act
("FIRPTA")  requires  Buyer to  withhold  at closing a portion  of the  purchase
proceeds for remission to the Internal Revenue Service ("I.R.S.") if Seller is a
"foreign  person" as defined by the Internal  Revenue Code. The parties agree to
comply with the  provisions  of FIRPTA and to  provide,  at or prior to closing,
appropriate  documentation  to  establish  any  applicable  exemption  from  the
withholding requirement. If withholding is required and Buyer does not have cash
sufficient at closing to meet the withholding  requirement,  Seller will provide
the necessary  funds and Buyer will provide proof to Seller that such funds were
properly remitted to the I.R.S.

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6.  ESCROW:  Buyer and Seller  authorize  Richard K.  Inglis,  Telephone:  (954)
565-1977,  Facsimile: (954) 565-9860, Address: 2455 E. Sunrise Blvd., #320, Fort
Lauderdale,  Florida 33304,  to act as "Escrow Agent" to receive funds and other
items and,  subject to clearance,  disburse them in accordance with the terms of
this  Contract.   Escrow  Agent  will  deposit  all  funds  received  in  |_|  a
non-interest  bearing escrow account |_| an interest bearing escrow account with
interest  accruing to ____________  with interest  disbursed (check one) |_|? at
closing |_| at  ____________  intervals.  If Escrow Agent  receives  conflicting
demands or has a good faith  doubt as to Escrow  Agent's  duties or  liabilities
under this Contract,  he/she may (a) hold the subject matter of the escrow until
the parties  mutually  agree to its  disbursement  or until  issuance of a court
order or decision of arbitrator  determining the parties'  rights  regarding the
escrow or (b)  deposit  the  subject  matter of the escrow with the clerk of the
circuit court having  jurisdiction over the dispute.  Upon notifying the parties
of such action,  Escrow Agent will be released from all liability except for the
duty to account for items previously delivered out of escrow. If a licensed real
estate broker,  Escrow Agent will comply with  applicable  provisions of Chapter
475, Florida Statutes.  In any suit or arbitration in which Escrow Agent is made
a party because of acting as agent  hereunder or interpleads  the subject matter
of the escrow, Escrow Agent will recover reasonable attorneys' fees and costs at
all  levels,  with such fees and  costs to be paid  from the  escrowed  funds or
equivalent  and  charged  and  awarded  as court or other  costs in favor of the
prevailing  party. The parties agree that Escrow Agent will not be liable to any
person  for  misdelivery  to Buyer or  Seller  of  escrowed  items,  unless  the
misdelivery  is due to Escrow  Agent's  willful breach of this Contract or gross
negligence.

7.  PROPERTY  CONDITION:  Seller will  deliver the Property to Buyer at the time
agreed in its present "as is" condition,  ordinary wear and tear  excepted,  and
will  maintain the  landscaping  and grounds in a comparable  condition.  Seller
makes no warranties other than marketability of title. By accepting the Property
"as is," Buyer waives all claims against Seller for any defects in the property.
(Check (a) or (b))

|X| (a) As Is: Buyer has  inspected  the Property or waives any right to inspect
and accepts the Property in its "as is" condition.

|_| (b) Due Diligence Period: Buyer will, at Buyer's expense and within ___ days
from Effective Date ("Due Diligence Period"),  determine whether the Property is
suitable, in Buyer's sole and absolute discretion,  for Buyer's intended use and
development  of the  Property  as  specified  in  Paragraph  4.  During  the Due
Diligence  Period,   Buyer  may  conduct  any  tests,   analyses,   surveys  and
investigations  ("Inspections")  which Buyer deems  necessary  to  determine  to
Buyer's satisfaction the Property's  engineering,  architectural,  environmental
properties;   zoning  and  zoning  restrictions;   flood  zone  designation  and
restrictions; subdivision regulations; soil and grade; availability of access to
public roads,  water,  and other utilities;  consistency  with local,  state and
regional growth  management and  comprehensive  land use plans,  availability of
permits,  government  approvals  and  licenses;  compliance  with  American with
Disabilities Act; absence of asbestos, soil and groundwater  contamination;  and
other  inspections that Buyer deems  appropriate to determine the suitability of
the  Property  for Buyer's  intended use and  development.  Buyer shall  deliver
written notice to Seller prior to the expiration of the Due Diligence  Period of
Buyer's  determination  of whether or not the  Property is  acceptable.  Buyer's

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failure to comply with this notice  requirement  shall constitute  acceptance of
the  Property in its  present "as is"  condition.  Seller  grants to Buyer,  its
agents,  contractors  and  assigns,  the right to enter the Property at any time
during the Due  Diligence  Period for the  purpose  of  conducting  inspections;
provided,  however,  that Buyer,  its agents,  contractors and assigns enter the
Property and conduct  inspections at their own risk.  Buyer shall  indemnify and
hold Seller  harmless from losses,  damages,  costs,  claims and expenses of any
nature,  including  attorneys'  fees at all levels,  and from  liability  to any
person,  arising  from  the  conduct  of any and  all  inspections  or any  work
authorized by Buyer.  Buyer will not engage in any activity that could result in
a  mechanic's  lien being filed  against the  Property  without  Seller's  prior
written  consent.  In the event this transaction does not close, (1) Buyer shall
repair all damages to the Property resulting from the Inspections and return the
Property to the condition it was in prior to conducting the Inspections, and (2)
Buyer shall,  at Buyer's  expense,  release to Seller all reports and other work
generated as a result of the  Inspections.  Should Buyer  deliver  timely notice
that the Property is not acceptable, Seller agrees that Buyer's deposit shall be
immediately returned to Buyer and the Contract terminated.

(c) Walk-through Inspection: Buyer may, on the day prior to closing or any other
time  mutually  agreeable  to  the  parties,   conduct  a  final  "walk-through"
inspection of the Property to determine  compliance  with this  paragraph and to
ensure that all Property is on the premises.

(d)  Disclosures:

     1.  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 unit.

     2.  Energy  Efficiency:  Buyer may have  determined  the energy  efficiency
         rating of the building, if any is located on the Real Property.

8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate
the Property and any business  conducted on the Property in the manner  operated
prior to  Contract  and will take no action  that  would  adversely  impact  the
Property,  tenants,  lenders or business,  if any. Any changes,  such as renting
vacant space, that materially affect the Property or Buyer's intended use of the
Property  will be permitted  |_| only with Buyer's  consent |_| without  Buyer's
consent.

9. RETURN OF DEPOSIT:  Unless otherwise specified in the Contract,  in the event
any  condition  of this  Contract  is not met and  Buyer  has  timely  given any
required  notice  regarding the condition  having not been met,  Buyer's deposit
will be returned in accordance with applicable Florida laws and regulations.

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<PAGE>

10.  DEFAULT:

(a) In the event the sale is not  closed  due to any  default  or failure on the
part of Seller other than failure to make the title  marketable  after  diligent
effort,  Buyer may either (1) receive a refund of Buyer's deposit(s) or (2) seek
specific performance. If Buyer elects a deposit refund, Seller will be liable to
Broker for the full amount of the brokerage fee.

(b) In the event the sale is not  closed  due to any  default  or failure on the
part of Buyer,  Seller may either (1) retain all deposit(s) paid or agreed to be
paid by Buyer as agreed upon liquidated damages, consideration for the execution
of this Contract, and in full settlement of any claims, upon which this Contract
will terminate or (2) seek specific performance.  If Seller retains the deposit,
Seller will pay the Listing and Cooperating  Brokers named in Paragraph 12 fifty
percent of all forfeited  deposits retained by Seller (to be split equally among
the Brokers) up to the full amount of the brokerage fee.

11.  ATTORNEYS  FEES AND COSTS:  In any claim or  controversy  arising out of or
relating to this  Contract,  the  prevailing  party,  which for purposes of this
provision  will include  Buyer,  Seller and Broker,  will be awarded  reasonable
attorneys' fees, costs and expenses.

12.  BROKERS:  Neither Buyer nor Seller has utilized the services of, or for any
other reason owes compensation to, a licensed real estate Broker other than:

     (a) Listing Broker:  None, who is |_| an agent of  ________________________
|_| a transaction broker |_| a non-representative and who will be compensated by
|_| Seller |_| Buyer |_| both parties  pursuant to |_| a listing  agreement  |_|
other (specify) _______________________________________________________________.

     (b) Cooperating Broker:  (None),who is |_| an agent of  ___________________
|_| a transaction broker |_| a non-representative and who will be compensated by
|_| Buyer |_| Seller |_| both  parties  pursuant to |_| an MLS or other offer of
compensation     to    a    cooperating     broker    |_|    other     (specify)
____________________________________  (collectively  referred to as "Broker") in
connection  with any act relating to the Property,  including but not limited to
inquiries,  introductions,  consultations  and  negotiations  resulting  in this
transaction.  Seller and Buyer agree to indemnify and hold Broker  harmless from
and  against  losses,  damages,  costs  and  expenses  of  any  kind,  including
reasonable  attorneys'  fees at all levels,  and from  liability  to any person,
arising  from  (1)   compensation   claimed  which  is  inconsistent   with  the
representation in this Paragraph;  (2) enforcement action to collect a brokerage
fee pursuant to Paragraph  10, (3) any duty accepted by Broker at the request of
Buyer or Seller, which duty is beyond the scope of services regulated by Chapter
475,  F.S.,  as amended,  or (4)  recommendations  of or services  provided  and
expenses  incurred by any third party whom Broker refers,  recommends or retains
for or on behalf of Buyer of Seller.

13.  ASSIGNABILITY;  PERSONS  BOUND:  This Contract may be assigned to a related
entity,  and  otherwise  |_| is not  assignable  |_| is  assignable.  The  terms
"Buyer",  "Seller"  and

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"Broker" may be singular or plural.  This Contract is binding upon Buyer, Seller
and their heirs, personal representatives, successors and assigns (if assignment
is permitted).

14. OPTIONAL CLAUSES:  (Check if any of the following clauses are applicable and
are attached as an addendum to this Contract):

<TABLE>
<CAPTION>
<S>                                     <C>                                        <C>
|_|  Arbitration                        |_|  Seller Warranty                       |_|  Existing Mortgage
|_|  Section 1031 Exchange              |_|  Coastal Construction Control Line     |_|  Other
|_|  Property Inspection and Repair     |_|  Flood Area Hazard Zone                |_|  Other
|_|  Seller Representations             |_|  Seller Financing                      |_|  Other
</TABLE>

15.  MISCELLANEOUS:  The terms of this Contract  constitute the entire agreement
between  Buyer and Seller.  Modifications  of this  Contract will not be binding
unless in writing,  signed and  delivered by the party to be bound.  Signatures,
initials,  documents  referenced  in this  Contract,  counterparts  and  written
modifications communicated electronically or on paper will be acceptable for all
purposes,  including delivery,  and will be binding.  Handwritten or typewritten
terms inserted in or attached to this Contract prevail over preprinted terms. If
any  provision  of this  Contract is or becomes  invalid or  unenforceable,  all
remaining provisions will continue to be fully effective.  This Contract will be
construed  under  Florida law and will not be  recorded  in any public  records.
Delivery of any written  notice to any party's agent will be deemed  delivery to
that party.

THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY  PRIOR TO SIGNING.  BROKER ADVISES BUYER AND SELLER TO
VERIFY ALL FACTS AND  REPRESENTATIONS  THAT ARE IMPORTANT TO THEM AND TO CONSULT
AN  APPROPRIATE  PROFESSIONAL  FOR  LEGAL  ADVICE  (FOR  EXAMPLE,   INTERPRETING
CONTRACTS,  DETERMINING  THE  EFFECT OF LAWS ON THE  PROPERTY  AND  TRANSACTION,
STATUS OF TITLE,  FOREIGN INVESTOR  REPORTING  REQUIREMENTS,  ETC.) AND FOR TAX,
PROPERTY   CONDITION,   ENVIRONMENTAL  AND  OTHER  SPECIALIZED   ADVICE.   BUYER
ACKNOWLEDGES   THAT   BROKER  DOES  NOT  OCCUPY  THE   PROPERTY   AND  THAT  ALL
REPRESENTATIONS  (ORAL,  WRITTEN  OR  OTHERWISE)  BY BROKER  ARE BASED ON SELLER
REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER INDICATES PERSONAL  VERIFICATION
OF THE  REPRESENTATION.  BUYER  AGREES TO RELY  SOLELY ON  SELLER,  PROFESSIONAL
INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATI0N OF THE PROPERTY CONDITION,
SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE.

DEPOSIT RECEIPT: Deposit of  $__________________________ by |_| __________ check
|_| other _____________________  received on  __________________________,  20___
by
  ===================================
  Signature of Escrow Agent

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OFFER:  Buyer offers to purchase the Property on the above terms and conditions.
Unless  acceptance  is signed by Seller and a signed copy  delivered to Buyer or
Buyer's  agent no later than _____ |_|  a.m./|_|  p.m. on  ____________,  20___,
Buyer may revoke this offer and receive a refund of all deposits.

Date:_______,  BUYER: Le@P Technology, Inc., a Delaware corporation as agent for
Parkson Property LLC, a Florida limited liability  company to be formed,  Tax ID
No:__________________,   Title:_________________,   Telephone:_________________,
Facsimile:___________________, Address:_____________________________________.

Date:____________,  BUYER:________________________, Tax ID No:_________________,
Title:______________,  Telephone:_______________,   Facsimile:_________________,
Address:______________________________________________________________________.

ACCEPTANCE:  Seller accepts Buyer's offer and agrees to sell the Property on the
above terms and conditions (|_| subject to the attached counter offer).

Date:____________, SELLER: Bay Colony Associates Limited by Bay Colony Apartment
Corp,    General    Partner,    By:   ,   Tax   ID    No:______________________,
Title:______________,  Telephone:_______________,   Facsimile:_________________,
Address:______________________________________________________________________.

Date:____________, SELLER:___________________, Tax ID No:______________________,
Title:______________,  Telephone:_______________,   Facsimile:_________________,
Address:______________________________________________________________________.

The Florida  Association  of REALTORS  makes no  representation  as to the legal
validity or adequacy of any provision of this form in any specific  transaction.
This  standardized  form  should  not be used in  complex  transactions  or with
extensive riders or additions. This form is available for use by the entire real
estate  industry and is not intended to identify the user as a REALTOR.  REALTOR
is a registered collective membership mark which may be used only by real estate
licensees  who are  members of the  NATIONAL  ASSOCIATION  OF  REALTORS  and who
subscribe to its Code of Ethics.  The  copyright  laws of the United  States (17
U.S.  Code)  forbid  the  unauthorized  reproduction  of this  form by any means
including facsimile or computerized forms.

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<PAGE>


                                   ADDENDUM TO
                               COMMERCIAL CONTRACT

     This  Addendum  to  Commercial  Contract  (Contract)  of the real  property
described  below,  entered  into this 28th day of  September,  2001 between Le@P
Technology,  Inc.,  as agent  for  Parkson  Property,  LLC,  a  Florida  Limited
Liability Company to be formed, (Buyer) and Bay Colony Associates Ltd. (Seller).
The parties hereto amend the above described contract as follows:

     1. Legal Description. The property is legally described as:

          Lots 12 and 13,  Block 2 of CORAL  RIDGE ISLES  according  to the Plat
thereof,  recorded  in Plat Book 45,  Page 47, of the Public  Records of Broward
County, Florida, less the North 97 feet of said Lot 12.

          (herein referred to as "Property").

     2.  Purchase  Price.  The parties  agree that the  purchase  price shall be
determined  by appraisal  with a minimum  purchase  price of  $600,000.00  and a
maximum  purchase  price  of  $750,000.00.   The  parties  shall  agree  on  the
appointment of an appraiser whose  determination of the fair market value of the
property shall be  determinative  of the purchase price except that the purchase
price as so  determined  shall not be less than the minimum  purchase  price nor
more than the maximum purchase price set forth above.

     3. Financing.  Everything to Section 2 (d) to the contrary notwithstanding,
the  parties  agree that the Seller  shall  finance the  purchase  price for the
Buyer.  The  amount  of  the  notes  and  mortgages  are to be  determined  as a
percentage of the purchase price on the following terms and conditions:

          a. Cash to Close.  The cash to close shall be five (5%) percent of the
purchase price and shall be paid by the delivery of the Buyer's  Promissory Note
payable to the Seller.  Said note shall bear  interest at seven (7%) percent per
annum and shall be payable  both  principal  and  interest  sixty (60) days from
closing.

          b. Purchase  Money  Mortgage.  The remaining  purchase  price which is
ninety- five (95%)  percent of the purchase  price shall be paid by the delivery
of the Buyer's Note to the Seller with interest at seven (7%) percent per annum.
Interest on the Note, at the option of the Buyer, shall be accrued from the date
of closing to a date which is three  years from the date  closing at which time,
all accrued interest shall be paid. Thereafter, Buyer shall pay interest monthly
until the 5th  anniversary of the closing date, on which date, the principal sum
plus accrued  interest  shall be due and payable in full.  The Note  referred to
herein  shall be secured by a Purchase  Money  First  Mortgage  encumbering  the
property.

<PAGE>


          c.  Condition  of the  Property.  Seller  discloses  to Buyer that the
interiors of the improvements on the Property were demolished in anticipation of
the  reconstruction of the Property,  which  reconstruction was not completed by
the Seller because of a change in plans.  Under the requirements of City of Fort
Lauderdale  Ordinance  99-70,  the  Property was boarded up with the work having
been  completed  in the  fall of the year  2000  under  City of Fort  Lauderdale
Building Permit  00070073.  Upon proper  application  submitted not less than 10
days prior to the date on which is one year after the date on which the boarding
was completed,  the owner may renew the boarding permit as a matter of right for
an additional period of one year. Thereafter,  subsequent renewals are addressed
to the  discretion  of the Building  Department  and if the Building  Department
shall  fail to renew  the same,  the owner is  required  to either  replace  the
building in  occupiable  condition or tear it down.  It is not the intent of the
Seller to  represent  the terms of the law  pertaining  to these  matters to the
Buyer,  but  rather,  to advise  the  Buyer of  matters  which the Buyer  should
investigate as the same do or may affect the value of the improvements and costs
which the Buyer may be required to incur relative thereto.  Buyer agrees to rely
upon Buyer's  investigation  of the ordinance and the facts and the Seller shall
have no liability to the Buyer by reason of any misstatement  herein even though
the same may be claimed to have been intentioanlly or diligently by Seller.

     IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands and
seals the day and year first above written.


Le@P Technology, Inc., as agent for          BAY  COLONY  ASSOCIATES  LTD.,
Parkson Property, LLC, a Florida             By BAY COLONY APARTMENT
Limited Liability Company to be formed       CORPORATION, GENERAL PARTNER


By:                                          By:
   ---------------------------------             -------------------------------
      Authorized Representative                   Authorized Representative