EXHIBIT 10.21


                         WAIVER OF EVENT OF DEFAULT AND
               AGREEMENT REGARDING THE DEMAND AND PAYMENT OF FEES


         This Waiver of Event of Default and Agreement Regarding Payment of and
Demand of Fees (this "Agreement") is made by NPO Management LLC ("NPO"), as
follows:

         1. Reference is made to that certain Asset Servicing Agreement dated as
of March 27, 1996 (the "Servicing Agreement") by and among DVL, Inc. ("DVL"),
Professional Service Corporation ("PSC"), KM Realty Corporation ("KMR") and NPO.
DVL, PSC and KMR are sometimes collectively referred to herein as the
"Companies". Capitalized terms which are not otherwise defined herein shall have
the meanings assigned to them in the Servicing Agreement.

         2. Section 9 of the Servicing Agreement imposes limitations on the
amount of Servicing Fees (excluding any accrued and unpaid interest thereon)
which may be deferred by DVL (the "Limitations"). NPO acknowledges that the
amount of deferred Servicing Fees has exceeded the operative Limitation since
mid-1997. Furthermore, DVL has advised NPO that, the amount of deferred
Servicing Fees may continue, through December 31, 2001, to exceed the
Limitations which are currently operative, or which are scheduled to become
operative. The deferral of Servicing Fees in excess of the Limitations
constitutes an Event of Default under Section 15(a)(ii)(b). The Companies have
requested that NPO waive this Event of Default, defer the payment of the
Servicing Fee and loan to or pay on behalf of DVL certain obligations of DVL, in
order to accommodate DVL in its continuing efforts to improve its financial
situation. Therefore, for the sum of $2,500 and other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, NPO consents and
agrees to the following:

                  (a) NPO hereby waives any Event of Default which may have
existed under Section 15(a)(ii)(b) of the Servicing Agreement during the period
from January 1, 2001 to the dates of this Agreement, and which may exist under
said Section 15(a)(ii)(b) during the period from the date hereof through
December 31, 2001, solely by virtue of the deferral of any Servicing Fees in
excess of the Limitations.

                  (b) NPO hereby agrees that it will not demand payment by DVL
of any Servicing Fees which may be due and owing to NPO as of the date of this
Agreement and/or which NPO may be entitled to receive for the period from the
date of this Agreement through December 31, 2001 until the earlier to occur of
(i) January 1, 2002 or (ii) the time that DVL obtains cash in excess of that
required by DVL in order for it to fund its operations through January 1, 2002.

                  (c) Notwithstanding anything to the contrary contained herein,
the terms of this Agreement shall not affect any other rights of NPO under the
Servicing Agreement, or under any other agreement it has with DVL, including but
not limited to the right to receive payment of all deferred Servicing Fees, and
interest thereon computed pursuant to Section 9(a) of the Servicing Agreement,
which are currently outstanding or





which may become  outstanding  during the period  from the date  hereof  through
December 31, 2001.

         3. This Agreement by NPO, may be signed in counterpart. All such
executed counterparts taken together shall be deemed an original.

         IN WITNESS WHEREOF, the undersigned has executed this Waiver on the
14th day of March, 2001.

                                      NPO MANAGEMENT LLC

                                      By: Pembroke Companies, Inc., its member


                                      By: /s/ Lawrence J. Cohen
                                          -------------------------------------
                                          Lawrence J. Cohen, President

                                      By: Omni Partnership Capital I, Inc., its
                                          Member


                                      By: /s/ Jay Chazanoff
                                          -------------------------------------
                                              Jay Chazanoff