STOCK REPURCHASE AGREEMENT

                           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).

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            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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                  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