Exhibit 10.5



                              AGREEMENT TO PURCHASE
                                MEMBERSHIP UNITS



This Agreement to Purchase  Membership  Units  ("Agreement")  in T.R.  Winston &
Company, LLC (the "Company") is entered into and effective the 1st day of August
2004 by and among the Company, Kent Financial Services,  Inc. ("Kent"), G. Tyler
Runnels ("Runnels") and John W. Galuchie, Jr. ("Galuchie").

Whereas, Kent, Runnels and Galuchie are the only Members and Unit Holders of the
Company,  a Delaware limited liability  company,  with Kent owning Four Thousand
(4000)  Membership  Units,  Runnels  owning Five Thousand One (5001)  Membership
Units and Galuchie owning Nine Hundred Ninety Nine (999) Membership Units; and

Whereas,  Kent desires to sell its Four Thousand (4000)  Membership Units in the
Company to Runnels and Galuchie pursuant to the terms of this Agreement; and

Whereas,  Runnels and  Galuchie  desire to  purchase  the Four  Thousand  (4000)
Membership Units in the Company from Kent,

Now, Therefore the parties hereto intending to be bound agree to the following.

                                        I
                                Purchase Of Units

A. Runnels and Galuchie herby purchase from Kent and Kent herby sells to Runnels
and Galuchie Kent's Four Thousand (4000) Membership Units in the Company.

B. The net purchase price for the Four Thousand (4000)  Membership Units of Kent
is calculated as follows to be Five Hundred Twenty Thousand  Dollars  ($520,000)
(the "Purchase Funds") to be paid Kent at the Closing:

Gross purchase price                                            $ 1,000,000
Less:
     Additional capital contribution required by
     Kent to fund payment of Galuchie's salary                 (     90,000)

     Cancellation of Galuchie Put Option                       (    390,000)
                                                                -----------

Net purchase price                                              $   520,000

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C. On the day of the  Closing  the  Company  shall  distribute  to  Runnels  and
Galuchie Four Hundred Ninety Thousand Dollars ($490,000)  representing a portion
of the Purchase Funds to pay Kent.

D. Of the Four Thousand  (4000)  Membership  Units,  Runnels will purchase Three
Thousand Two Hundred  Ninety Nine (3299) Units and  Galuchie  Seven  Hundred One
(701) Units.

E. The Closing will be held in the offices of the Company.

F. Effective with the Closing Kent will resign as a Member of the Company.


                                       II
                               Galuchie Provisions

A.  Effective  with the  Closing,  Section  4.6(ii) of the Amended and  Restated
Limited Liability Company Agreement of T.R. Winston & Company, LLC (the "Winston
LLC agreement") that requires Kent to contribute twice monthly to the Company to
fund the Company's payment of Galuchie's salary is deleted in its entirety.

B.  Effective  with the Closing,  Section 13.6 of the Winston LLC agreement that
provides  Galuchie the right to require Kent to purchase all of Galuchie's Units
in the Company is deleted in its entirety.

C.  Effective  with the  Closing,  Kent  agrees  to  transfer  ownership  of the
GenAmerica Financial (MetLife) insurance policy number 3 388 106 to Galuchie.

                                       III
              No Continuing Obligations or Liability of Kent Under
                              Winston LLC Agreement

A. In addition  to the  provisions  of Section II (A) and (B) hereof,  effective
with the  Closing,  Kent  will have no  continuing  obligations  or  liabilities
whatsoever  with  respect to the  Company and the  Winston  LLC  agreement.  Any
provision of the Winston LLC agreement  which  references Kent or any obligation
of Kent  (including,  without  limitation,  Section  4.6(iii)  is deleted in its
entirety or amended to the maximum  extent  necessary to delete any  agreements,
obligations  or  liabilities  of any kind of Kent.  The parties hereby waive the
application of any  provisions of the Winston LLC agreement  which may be deemed
to be inconsistent with the terms of this Agreement.

                                       IV
                  Reaffirmation of Koether Employment Agreement

A. The Company,  Runnels and Galuchie hereby expressly  reaffirm the obligations
of the Company  currently set forth in Section 15.5 of the Winston LLC agreement


<PAGE>

with respect to Paul O. Koether ("Koether"). Specifically, the Company agrees to
pay Koether fees for brokerage and underwriting  services rendered by Koether to
the  Company at the same rate as was the  arrangement  between  Koether and T.R.
Winston & Company,  Inc.,  a New  Jersey  corporation  immediately  prior to the
merger of T.R.  Winston & Company,  Inc. with and into the Company on August 20,
2003 (the "Merger"), such arrangement consisting of T.R. Winston & Company, Inc.
paying Koether (a) a percentage of the  commissions  before  deducting  clearing
costs  ("Commissions")  for transactions  executed on behalf of his customers as
follows:  (i)  50% of  Commissions  earned  for  transactions  involving  listed
securities, and (ii) 60% of Commissions earned either for principal transactions
or for transactions involving over-the-counter  securities or NASDAQ securities,
and (b) a percentage of compensation  before deducting  clearing costs (or other
applicable costs) as follows: (i) 60% of underwriting concessions,  and (ii) 50%
of investment  banking and/or  advisory fees. The Company shall also continue to
pay Koether's  reasonable costs and expenses per the arrangement between Koether
and T.R. Winston & Company,  Inc. immediately prior to the effective time of the
Merger,  including,  without  limitation  payment for a quote machine,  postage,
telephone expense,  office supplies,  investment related publications,  dues and
internet  charges.  The  Company  shall  enter  into  a  superseding  employment
agreement with Koether containing substantially the same terms and conditions as
contained in this paragraph and per the  arrangements  immediately  prior to the
Merger.


                                        V
                               General Provisions

Amendments.  No amendment to this  Agreement  shall be effective or binding upon
the  parties  unless the same shall have been in  writing  and  approved  by the
parties hereto.

Binding Effect. This agreement shall be binding upon and inure to the benefit of
all the  parties  hereto  and to their  successors,  legal  representatives  and
assigns.

Severability.  The invalidity or unenforceability of any particular provision of
this Agreement shall not effect the other provisions  hereof, and this Agreement
shall be construed in all respects as if such invalid or unenforceable provision
were omitted.

Governing Law. This Agreement and the rights of the parties  hereunder  shall be
interpreted in accordance with the laws of the State of Delaware, and all rights
and remedies  shall be governed by such laws  without  regard to  principals  of
conflict of laws.

Arbitration.  The parties  hereto agree that any and all  controversies  that my
arise  pursuant to this Agreement  shall be determined by  Arbitration  before a
panel  of  independent  arbitrators  set  up  by  the  National  Association  of
Securities Dealers, Inc. in New Jersey.


<PAGE>


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

Kent Financial Services, Inc.                T.R. Winston & Company, LLC

/s/ Paul O. Koether                          /s/ John W. Galuchie, Jr.
--------------------------                   -----------------------------
By: Paul O. Koether, Chairman                By: John W. Galuchie, Jr. President



John W. Galuchie, Jr.                        G. Tyler Runnels

/s/ John W. Galuchie,Jr.                     /s/ G. Tyler Runnels
---------------------------                  -----------------------------



Paul O. Koether
Solely with respect to Article IV.

/s/ Paul O. Koether
--------------------------