Stock Repurchase Agreement

      This Stock Repurchase Agreement (this "Agreement"), dated as of March 16,
2007, is by and among DVL, Inc., a Delaware corporation (the "Company"),
Blackacre Bridge Capital, L.L.C., a New York limited liability company
("Blackacre Bridge") and Blackacre Capital Group, L.P., a Delaware limited
partnership ("Blackacre Capital").

      WHEREAS, Blackacre Bridge and Blackacre Capital (collectively, the
"Sellers") own 4,753,113 (the "Blackacre Bridge Shares") and 653,000 ( the
"Blackacre Capital Shares" which, together with the Blackacre Bridge Shares, are
collectively referred to herein as the "Shares"), respectively, of the common
stock, par value $.01 per share of the Company; and

      WHEREAS, the Company desires to purchase all of the Shares from the
Sellers at a purchase price of $.12 per Share, all on the terms and conditions
set forth herein.

      NOW, THEREFORE, in receipt of valid consideration therefor, the parties
hereto agree as follows:

            1.    Sale and Purchase of the Shares

            Subject to the terms and conditions of this Agreement, (a) Blackacre
            Bridge hereby transfers, assigns, conveys, delivers and sells all
            right, title and interest in and to the Blackacre Bridge Shares to
            the Company, and the Company hereby accepts, acquires and purchases
            all of the Blackacre Bridge Shares from Blackacre Bridge for an
            aggregate purchase price of $570,373.56 (the "Blackacre Bridge
            Purchase Price"), and (b) Blackacre Capital hereby transfers,
            assigns, conveys, delivers and sells all right title and interest in
            and to the Blackacre Capital Shares, and the Company hereby accepts,
            acquires and purchases all of the Blackacre Capital Shares from
            Blackacre Capital for an aggregate purchase price of $78,360 (the
            "Blackacre Capital Purchase Price").

            2.    Payment for and Delivery of the Shares.

            (a)   The Blackacre Bridge Purchase Price and the Blackacre Capital
                  Purchase Price are hereby paid to Blackacre Bridge and
                  Blackacre Capital, respectively, by wire transfer of
                  immediately available funds to account(s) designated in
                  writing by each such Seller or by certified or bank check made
                  payable to each such Seller.

            (b)   Contemporaneously herewith, each of the Sellers shall deliver
                  to the Company the stock certificates (the "Certificates")
                  evidencing all of the Shares, together with duly executed
                  stock powers and other documents of transfer, conveyance and
                  assignment in form and substance reasonably satisfactory to
                  the Company and Company's counsel required to transfer all
                  right, title and interest in and to the Shares to the Company
                  and vest in the Company good and marketable title to the
                  Shares free and clear of all Liens (as defined in Section 3(b)
                  hereof).

<PAGE>

            3.    Representations and Warranties

            (a)   Mutual Representations and Warranties. Each of the Sellers
                  hereby represents and warrants to the Company, and the Company
                  hereby represents and warrants to the Sellers, that the
                  transactions contemplated hereby will not violate (i) its
                  charter, articles or certificate of incorporation or bylaws
                  (or other organizational documents), if applicable, or any
                  agreement, indenture or other instrument to which it is a
                  party, (ii) any judgment, decree, order or award of any court,
                  governmental body or arbitrator to which it is subject, or
                  (iii) any law, rule or regulation applicable to it. Each of
                  the Sellers hereby represents and warrants to the Company, and
                  the Company hereby represents and warrants to the Sellers,
                  that (i) it has full legal right, power and authority to
                  execute, deliver and perform this Agreement and the
                  transactions contemplated hereby, (ii) the execution, delivery
                  and performance by it of this Agreement and the consummation
                  by it of the transaction contemplated by this Agreement have
                  been duly authorized by all necessary corporate or other
                  action, as the case may be, and no other proceedings on the
                  part of it are necessary to authorize this Agreement or to
                  consummate the transactions contemplated hereby, and (iii)
                  this Agreement has been duly and validly executed and
                  delivered by such party and constitutes a valid and binding
                  obligation of such party, enforceable against it in accordance
                  with its terms. In addition, each of the Sellers hereby
                  represents and warrants to the Company, and the Company hereby
                  represents and warrants to the Sellers, that no commission or
                  remuneration has been paid or given directly or indirectly for
                  soliciting the sale or purchase of the Shares contemplated
                  under this Agreement.

            (b)   Representations and Warranties of the Sellers. By executing
                  this Agreement, each of the Sellers hereby represents and
                  warrants to the Company that (i) other than with the Company,
                  the Sellers do not presently have any undertaking, contract,
                  agreement or other such arrangement to sell or transfer any of
                  the Shares to any natural person, corporation, partnership,
                  limited liability company, trust, incorporated organization,
                  unincorporated association, or similar entity or any
                  government, governmental agency or political subdivision, (ii)
                  each of Blackacre Bridge and Blackacre Capital is the record
                  and beneficial owner of the Blackacre Bridge Shares and the
                  Blackacre Capital Shares, respectively, free and clear of all
                  liens, pledges, encumbrances, restrictions options and claims
                  of any kind (the "Liens"), (iii) at the time the Company
                  offered to purchase the Shares, the Sellers were and at the
                  date hereof are an "accredited investor" as defined in Rule
                  501(a) under the Securities Act of 1933, as amended, (iv) the
                  Sellers have experience in the kinds of transactions
                  contemplated by this Agreement and are able by reasons of
                  business and financial experience, to protect their own
                  interests in connection with such transactions hereby and have
                  the knowledge and sophistication in evaluating the merits and
                  risks of the sale of the Shares and have so evaluated such
                  merits and risks, (v) the Sellers and their advisors, if any,
                  have requested, received and considered all information


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<PAGE>

                  relating to the business, properties, operations, condition
                  (financial or other), results of operations or prospects of
                  the Company and the information relating to the transactions
                  contemplated by this Agreement, and (vi) the Sellers and their
                  advisors, if any, have been afforded the opportunity to ask
                  questions of the Company concerning the terms of the sale of
                  the Shares and the business, properties, operations, condition
                  (financial or other), results of operations and prospects of
                  the Company and its subsidiaries, and have received
                  satisfactory and sufficient answers to any such inquires, and
                  have received all information from the Company, sufficient to
                  enable the Sellers to evaluate their respective investment
                  decisions hereby; without limiting the generality of the
                  foregoing, the Sellers have had the opportunity to obtain and
                  to review the Company's Annual Reports on Form 10-KSB, the
                  Company's Quarterly Reports on Form 10-QSB, the Company's
                  Current Reports on Form 8-K, in each case as filed with the
                  Securities and Exchange Commission (the "SEC") including the
                  information and documents (other than exhibits) incorporated
                  by reference as well as all other publicly filed documents and
                  all additional information that is necessary to make an
                  informed decision with respect to the transactions
                  contemplated hereby. Each of the Sellers hereby represents,
                  warrants and covenants to file (or cause to be filed in the
                  case of filings required to be made by any affiliate of the
                  Sellers) all documents required to be filed with the SEC under
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act") and the rules and regulations thereunder by or on behalf
                  of the Sellers or any of their respective affiliates as a
                  result of or in connection with the transactions contemplated
                  herein, within the time periods required by the Exchange Act
                  and the rules and regulations thereunder.

            (c)   Survival. All representations, warranties and covenants made
                  herein shall survive delivery of any payment for the Shares,
                  any transfer of the Certificates as well as any other
                  consummation of the transactions contemplated herein. The
                  Company makes no representations or warranties in any oral or
                  written information provided to either of the Sellers, other
                  than the representations and warranties included herein.

            4.    Indemnification and Release

            (a)   The Sellers hereby agree, jointly and severally (i) to
                  indemnify and hold harmless the Company and its directors,
                  officers, shareholders, employees, agents, advisors,
                  successors and assigns (the "Company Parties") against, and to
                  reimburse the Company Parties on demand with respect to, any
                  and all losses, liabilities, obligations, suits, proceedings,
                  demands, judgments, damages, claims, expenses and costs
                  (including, without limitation, reasonable fees, expenses and
                  disbursements of counsel) (collectively, "Damages") which each


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<PAGE>

                  may suffer, incur or pay by reason of (A) the breach by either
                  of the Sellers of any representation or warranty contained in
                  this Agreement, or in any agreement, certificate or instrument
                  executed by it and contemplated hereby, or (B) the failure of
                  either of the Sellers to perform any of the obligations
                  required by this Agreement or any additional agreement,
                  certificate or instrument contemplated hereby, and (ii) in all
                  respects to release the Company from any and all liability
                  that may occur in connection with the sale of the Shares as of
                  the date hereof and after this Agreement is hereby executed
                  other than with respect to the performance by the Company of
                  its obligations required by this Agreement and under the
                  indemnification provisions in Section 4(b)(i) below.

            (b)   The Company hereby agrees (i) to indemnify and hold harmless
                  each of the Sellers and each of its respective directors,
                  officers, shareholders, employees, agents, advisors,
                  successors and assigns (the "Seller Parties") against, and to
                  reimburse the Seller Parties on demand with respect to, any
                  and all Damages which each may suffer, incur or pay by reason
                  of (A) the breach by the Company of any representation or
                  warranty contained in this Agreement, or in any agreement,
                  certificate or instrument executed by it and contemplated
                  hereby, or (B) the failure of the Company to perform any of
                  the obligations required by this Agreement or any additional
                  agreement, certificate or instrument contemplated hereby, and
                  (ii) in all respects to release the Sellers from any and all
                  liability that may occur in connection with the sale of the
                  Shares as of the date hereof and after this Agreement is
                  hereby executed other than with respect to the performance by
                  each of the Sellers of its respective obligations required by
                  this Agreement and under the indemnification provisions in
                  Section 4(a)(i) above.

            5.    Further Assurances

            At any time or from time to time following the execution of this
            Agreement, each of the Sellers agree to cooperate with the Company
            and at the request of the Company to execute and deliver any further
            instruments or documents and to take all such further action as the
            Company may reasonably request in order to evidence or effectuate
            the transactions contemplated hereby.

            6.    Waiver of Rights

            Contemporaneously herewith, that certain Exchange Agreement dated as
            of December 28, 2001 (the "Exchange Agreement"), by and between the
            Company and Blackacre Bridge is hereby terminated in all respects
            and has no further force and effect and Blackacre Bridge hereby
            waives in all respects any and all rights it may have under the
            Exchange Agreement; provided, however, that the representations and
            warranties contained in Article Two of the Exchange Agreement shall
            continue to survive such termination and waiver.


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<PAGE>

            7. Confidentiality

            Each of the Sellers will hold, and will cause its officers,
            directors, managers, partners, employees, consultants, advisors and
            agents (collectively, the "Representatives") to hold in confidence
            any information which the Company provides to any of the Sellers in
            connection with this Agreement; provided, however, that the Sellers
            shall not be required to maintain confidentiality with respect to
            information which (i) is or becomes generally available to the
            public other than as a result of a disclosure by either of the
            Sellers or their respective Representatives, (ii) is or becomes
            available to either of the Sellers from a source other than the
            Company or its agents or advisors, or (iii) was available to the
            Sellers prior to its disclosure to either of the Sellers by the
            Company or its agents or advisors.

            8.    Miscellaneous

            (a)   Notices. All notices, requests, demands and other
                  communications hereunder shall be in writing and shall be
                  deemed given if delivered personally or by facsimile
                  transmission or two days after being mailed by certified or
                  registered mail, postage prepaid, return receipt requested, to
                  the parties, their successors in interest or their assignees
                  at the following addresses, or at such other addresses as the
                  parties may designate by written notice in the manner
                  aforesaid:

            If to Blackacre Bridge:        Blackacre Bridge Capital L.L.C.
                                           299 Park Avenue
                                           New York, New York 10022
                                           Attention: Mark Neporent
                                                      Ronald J. Kravit

            with a copy to:                Schulte Roth & Zabel LLP
                                           919 Third Avenue
                                           New York, New York 10022
                                           Attention: Gregory Pressman, Esq.

            If to Blackacre Capital:       Blackacre Capital Group, L.P.
                                           299 Park Avenue
                                           New York, New York 10022
                                           Attention: Mark Neporent
                                                      Ronald J. Kravit

            with a copy to:                Schulte Roth & Zabel LLP
                                           919 Third Avenue
                                           New York, New York 10022
                                           Attention: Gregory Pressman, Esq.


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<PAGE>

            If to the Company:             DVL, Inc.
                                           70 East 55th Street
                                           New York, New York 10022
                                           Attention: Chief Financial Officer

            with a copy to:                Katten Muchin Rosenman LLP
                                           575 Madison Avenue
                                           New York, New York 10022
                                           Attention: Wayne A. Wald, Esq.
                                           and Howard S. Jacobs, Esq.

            (b)   Assignability and Parties in Interest. This Agreement shall
                  not be assignable by any of the parties hereto without the
                  consent of the other parties hereto. This Agreement shall
                  inure to the benefit of and be binding upon the parties and
                  their respective permitted successors and assigns.

            (c)   Governing Law. This Agreement shall be governed by and
                  construed and enforced in accordance with the internal
                  substantive law, and not the law pertaining to conflicts or
                  choice of law, of the State of New York.

            (d)   Counterparts. This Agreement may be executed in several
                  counterparts, each of which shall be deemed an original, but
                  all of which shall constitute one and the same instrument.

            (e)   Complete Agreement. This Agreement is an integrated agreement
                  containing the entire agreement between the parties hereto
                  with respect to the subject matter hereof and shall supersede
                  all previous, and all contemporaneous oral or written
                  negotiations, commitments or understandings.

            (f)   Modifications, Amendments and Waivers. This Agreement may be
                  modified, amended or otherwise supplemented only by a writing
                  signed by the party against whom it is sought to be enforced.
                  No waiver of any right or power hereunder shall be deemed
                  effective unless and until a writing waiving such right or
                  power is executed by the party waiving such right or power.

            (g)   Third Party Beneficiaries. There are no third party
                  beneficiaries under this Agreement or intended by any party
                  hereto.

            (h)   Expenses. Each party hereto shall bear its own costs and
                  expenses, including, without limitation, attorneys' fees,
                  incurred in connection with this Agreement and the
                  consummation of the transactions contemplated hereby.


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<PAGE>

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

                                     DVL, INC.

                                     By: /s/ Henry Swain
                                         ---------------------------------------
                                         Name: Henry Swain
                                         Title: Executive Vice President & Chief
                                                Financial Officer


                                     BLACKACRE BRIDGE CAPITAL, L.L.C.

                                     By: Blackacre Capital Management, LLC. its
                                           Managing Member

                                           By: /s/ Ronald J. Kravit
                                               ---------------------------------
                                               Name: Ronald J. Kravit
                                               Title: Vice President


                                     BLACKACRE CAPITAL GROUP, L.P.

                                     By: Blackacre Capital Management, LLC, its
                                           General Partner

                                           By: /s/ Ronald J. Kravit
                                               ---------------------------------
                                               Name: Ronald J. Kravit
                                               Title: Vice President


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