Exhibit 10.38


                               PURCHASE AGREEMENT

                  THIS PURCHASE AGREEMENT (this  "Agreement"),  made as of March
1, 2001, by and between ELBE PROPERTIES, an Ohio general partnership,  having an
address at 8534 East Kemper Road, Cincinnati, Ohio ("Seller"), and JAGI DOSWELL,
L.L.C.,  a  Delaware  limited  liability  company,  having  an  address  at 2300
Corporate Blvd., N.W., Suite 232, Boca Raton, Florida ("Purchaser").

                  WHEREAS,  Seller owns a fifteen  percent  (15%)  interest as a
general partner in Kings Dominion  Lodge, a Virginia  general  partnership  (the
"Partnership"); and

                  WHEREAS,  Seller  desires to sell to Purchaser,  and Purchaser
desires to purchase from Seller all of Seller's interest,  as a general partner,
in the  Partnership,  being a fifteen  percent (15%) interest (the  "Partnership
Interest"); and

                  WHEREAS,  the terms and  conditions  for the sale and purchase
have been negotiated and agreed upon by the parties.

                  NOW, THEREFORE, in consideration of the above premises and the
representations and covenants hereinafter contained, the parties hereto agree as
follows:

                  Section 1.  Sale and Purchase.

                  1.1 Sale of  Partnership  Interest.  Subject  to the terms and
conditions of this  Agreement,  Seller  hereby sells,  transfers and delivers to
Purchaser,  and Purchaser hereby purchases and acquires from Seller,  all right,
title and interest of Seller in and to the Partnership Interest.

                  1.2  Purchase  Price and Payment.  The purchase  price for the
Partnership  Interest  shall be Six Hundred  Thousand  Dollars  ($600,000)  (the
"Purchase Price"). The Purchase Price shall be payable upon Closing to Seller by
delivery of a demand note (the  "Note"),  made by the  Purchaser in favor of the
Seller, payable on demand and in the form of the Note attached hereto as Exhibit
A.

                  Section 2.  Closing

                  2.1  Closing.  The  closing  of the  purchase  and sale of the
Partnership  Interest  contemplated  by this Agreement shall take place upon the
execution of this Agreement (the "Closing").

                  2.2  Closing  Deliveries.  At the  Closing,  the Seller  shall
deliver to the Purchaser an Assignment of Partnership Interest, duly executed by
the Seller,  which shall transfer to the Purchaser good title to the Partnership
Interest,  free and clear of all claims, liens, security interests,  charges, or
other encumbrances of any nature whatsoever.  Upon Closing,  the Purchaser shall
deliver to the Seller the Note.


<PAGE>



                  Section 3.  Representations and Warranties of Seller.

                  Seller hereby  represents  and warrants to Purchaser,  knowing
and intending that Purchaser is relying hereon in entering into this  Agreement,
that:

                  3.1  Partnership  Interest.  Seller is the lawful owner of the
Partnership  Interest as a general partner in the  Partnership.  The Partnership
Interest is free and clear of any lien, pledge,  encumbrance,  security interest
or claim of any kind or  character  and of any  rights of any third  parties  to
purchase or assert any claim against such Partnership Interest.

                  3.2.  Due Formation.   Seller  is  a  general partnership duly
formed  under  the  laws  of  the  State of Ohio and has all requisite power and
authority to own, lease and operate its business as now being conducted.

                  3.3  Authority.  Seller  has  taken  all  necessary  action to
authorize the transfer and delivery to Purchaser of the Partnership Interest and
has the legal power and authority to execute, deliver and carry out the terms of
this  Agreement  and all  instruments  delivered  by  Seller  pursuant  to or in
connection  herewith.  The signing,  delivery and  performance of this Agreement
does not constitute a breach or default under any agreement or other restriction
to which  Seller is a party or by which  Seller or its  property is bound.  This
Agreement  has been duly executed and  delivered by Seller and  constitutes  the
legal, valid and binding obligation of Seller and is enforceable  against Seller
in accordance with its terms.

                  3.4 Consents. The execution and delivery of this Agreement and
the  consummation  of the  transactions  contemplated  herein do not  violate or
require  the  consent of any person  under any  agreement  to which  Seller is a
party.

                  Section 4.  Representations and Warranties of Purchaser.

                  Purchaser hereby represents and warrants to Seller, that:

                  4.1 Due Organization. Purchaser is a limited liability company
duly  organized  under the laws of the State of Delaware,  and has all requisite
power  and  authority  to own,  lease  and  operate  its  business  as now being
conducted.

                  4.2 Authority.  Purchaser has the legal power and authority to
execute,  deliver and carry out the terms of this Agreement and all  instruments
delivered  by  Purchaser  pursuant to or in  connection  herewith.  The signing,
delivery  and  performance  of this  Agreement  does not  constitute a breach or
default under any agreement or other  restriction to which  Purchaser is a party
or by which  Purchaser or its property is bound.  This  Agreement  has been duly
executed and delivered by Purchaser and constitutes the legal, valid and binding
obligation of Purchaser and is enforceable  against Purchaser in accordance with
its terms.



                                       2
<PAGE>

                  4.3  Purchase  for  Investment.  Purchaser  is  acquiring  the
Partnership  Interest for its own account and not with a view to distribution of
the  Partnership  Interest.  Purchaser has been afforded the  opportunity to ask
questions  of, and receive  answers from Seller  regarding an  investment in the
Partnership. Purchaser has been furnished with all information and all documents
that it has requested pertaining thereto. Purchaser is relying solely on its own
investigation in determining whether to invest in the Partnership.

                  Section 5.  Indemnification; Survival

                  5.1 Indemnification by the Seller. The Seller shall indemnify,
defend and hold Purchaser  harmless against any and all liabilities,  loss, cost
or damage,  together  with all  reasonable  costs and expenses  related  thereto
(including legal and accounting fees and expenses) arising from, relating to, or
connected  with the untruth,  inaccuracy or material  breach of any  statements,
representations, or warranties of Seller contained in Section 3 hereof.

                  5.2  Indemnification by Purchaser.  Purchaser shall indemnify,
defend and hold the Seller harmless against any and all liabilities,  loss, cost
or damage,  together  with all  reasonable  costs and expenses  related  thereto
(including legal and accounting fees and expenses),  arising from,  relating to,
or connected with the untruth,  inaccuracy or material breach of any statements,
representations, or warranties of the Buyer contained in Section 4 hereof.

                  5.3  Survival.   This   Agreement  and  all   representations,
warranties,  and  agreements  made herein and pursuant  hereto shall survive the
Closing and will be true and correct as of the date of the Closing as if made on
that date.

                  Section 6.  Prior Agreements.

                  Seller  and  Purchaser  agree  that  each and  every  term and
condition of this Agreement  shall  supersede any other agreement by and between
Seller  and  Purchaser,  whether  oral  or  written,  regarding  the  terms  and
conditions of the sale and purchase of the Partnership  Interest,  and all prior
agreements shall be declared null and void.

                  Section 7.  Further Assurances.

                  Seller agrees to take such further action,  and to execute and
deliver such further documents, agreements,  certificates and instruments as may
be necessary or as any other party shall reasonably request from time to time to
give full effect to or to  evidence  the  transactions  which are the subject of
this Agreement.

                  Section 8.  Governing Law.

                  This   Agreement   shall  be  governed  by  and  construed  in
accordance with the laws of the State of Delaware,  without regard to principles
of conflicts of laws.





                                       3
<PAGE>



                  Section 9.  Notice.

                  Whenever  under the  provisions  of this  Agreement  notice is
required  to be given,  it shall be in  writing  and shall be deemed  given when
either served personally or mailed, return receipt requested,  to the parties at
their respective addresses as set forth herein.

                  Section 10.  Waiver.

                  The failure of a party to insist upon strict  adherence to any
term of this  Agreement  on any  occasion  shall not be  considered  a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term or any other term of this Agreement.

                  Section 11.  Severability.

                  In the event any  provision  of this  Agreement  shall be held
invalid or  unenforceable  by any court,  such holding  shall not  invalidate or
render  unenforceable any other provision of this Agreement,  and each and every
other provision of this Agreement shall continue in full force and effect.

                  Section 12.  Entire Agreement; Binding Effect; Amendment.

                  This Agreement  contains the entire  agreement of the parties,
and shall  inure to the benefit of and be binding  upon the  parties  hereto and
upon their  successors in interest of any kind  whatsoever,  including,  but not
limited  to,  their  heirs,  executors,  administrators,   guardians,  trustees,
attorneys-in-fact  and  legal and  personal  representatives  (except  as herein
otherwise provided). This Agreement may not be amended, supplemented or modified
except in a writing  executed by the parties  hereto.  This Agreement may not be
waived orally, but only by an agreement in writing,  signed by the party against
whom enforcement of any waiver is sought.

                  Section 13.  Section Headings.

                  Section headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

                  Section 14.  Counterparts.

                  This Agreement may be executed in one or more counterparts, in
which event all of said  counterparts  shall be deemed to be  originals  of this
Agreement.







                                       4
<PAGE>


     IN WITNESS WHEREOF,  each party hereto has executed this Purchase Agreement
as of the day and year first above written.


                                   PURCHASER:

                                   JAGI DOSWELL, L.L.C.


                                   By:
                                      ----------------------------------------
                                      Name:  Richard A. Tonges
                                      Title:    Manager


                                   SELLER:

                                   ELBE PROPERTIES


                                   By:
                                   -------------------------------------------
                                   Name:  Louis S. Beck
                                   Title:    Partner
































                                       5