EXHIBIT 10.2

                             CONTRIBUTION AGREEMENT



This Contribution Agreement ("Agreement"), made as of the 30th day of April,

2001 by and among



 HOME PROPERTIES OF NEW YORK, L.P., a New York limited partnership, having its

principal office at 850 Clinton Square, Rochester, New York 14604, ("Home

Properties"); and



LINCOLNIA LIMITED PARTNERSHIP, a Virginia limited partnership (the

"Partnership"), having its principal office c/o Melvin Clayman, 16584

Ironwood Drive, Del Ray Beach, FL 33445.



                              W I T N E S S E T H:



         WHEREAS, the Partnership owns a certain apartment complex and adjacent

land located in the State of Virginia, all as more particularly described on

Exhibit A;



         WHEREAS, the Partnership desires to cause each of its partners (the

"Partners") to contribute each of the partnership interests in the Partnership

(the "Interests") to Home Properties in exchange for limited partnership

interests in Home Properties (the "Units") or cash, to be allocated among the

Partners in accordance with Schedule 1 attached hereto;



         WHEREAS, Home Properties desires to obtain 100% of the Interests in the

Partnership and thus a 100% of the interests in the entity that owns fee simple

title to the Property (as hereinafter defined), together with the related Other

Items (as hereinafter defined), in exchange for Units or cash, all as more

particularly described herein;



         NOW, THEREFORE, in consideration, of the mutual covenants herein

contained, and for other good and valuable consideration, the receipt and

sufficiency whereof being hereby acknowledged, the parties hereby agree as

follows:



         1. REAL PROPERTY DESCRIPTION. The Real Property owned by the

Partnership consists of an apartment complex commonly known as Virginia Village

Apartments, which includes 344 apartments (the "Project"), located in Fairfax

Co., Virginia, on land more particularly described on Exhibit A attached hereto,

together and including all buildings and other improvements thereon, including

but not limited to, the 344 apartment units and all rights in and to any and all

streets, roads, highways, alleys, driveways, easements and rights of way

appurtenant thereto (the foregoing are hereafter collectively referred to as the

"Property").



         2.       OTHER ITEMS. The transfer, exchange, conveyance and

acquisition of the Interests shall include all of the right, title and interest

of the Partnership in and to the following items now or at the Closing

(hereinafter defined) in or on the Property and owned by the Partnership:



         A.       all heating, air-conditioning, plumbing and lighting fixtures,



         B.       ranges, refrigerators and disposals (one of each for each

                  apartment unit),



         C.       water heaters,



         D.       any and all pools and pool equipment, bathroom fixtures,

                  exhaust fans, hoods, signs, screens,

                  maintenance building, fences, cabinets, mirrors, shelving,

                  mail boxes, office furniture and

                  equipment, including but not limited to computers, and any

                  and all related equipment in connection with the Property,



         E.       any fixtures appurtenant to the Property and any other

                  furniture or equipment used in connection

                  with the operation and maintenance of the Property, including

                  any vehicles used in connection

                  with the operation and maintenance of the Property,



         F.       all tenant security deposits (and interest thereon if required

                  by law or contract to be earned

                  thereon) (hereinafter with the items listed in A through E

                  above, collectively, the "Other Items").



         At Closing, the Other Items will be free and clear of all liens and

encumbrances, subject only to the Existing Loan and Permitted Exceptions (as

each such terms are hereinafter defined).



         Notwithstanding anything set forth herein to the contrary, the

transfer, exchange, conveyance and acquisition of the Interests shall

specifically exclude any right, title or interest of the Partnership in or to:

(i) any tax, insurance or other escrows held by any Existing Lender (hereinafter

defined) ("Existing Loan Escrows") and (ii) any working capital, capital

reserves or any other cash accounts held or maintained by the Partnership (other

than tenant security deposits described in subparagraph F. hereinabove) (the

"Excluded Cash"). Subject to the obligation to establish and fund the Reserve

Amount (hereinafter defined), on or before the Closing, the Excluded Cash shall

be transferred by the Partnership to its General Partner (hereinafter defined)

to be held for distribution to the Partners. The Partnership shall receive a

credit in the amount of the Existing Loan Escrows at Closing in accordance with

Paragraph 7(I) below.



         3.       EXCHANGE.



         A.       Promptly after the expiration of the Due Diligence Period (if

                  this Agreement has not been previously terminated), Home

                  Properties shall make an offer (the "Offer") to each of the

                  Partners to exchange the Partners' Interests in the

                  Partnership for: (i) cash or (ii) Units  as

                  each such Partner may, subject to Paragraph 3.C., elect to

                  receive, and having a value, in each

                  instance, equal to the Exchange Price (hereinafter defined).

                  The Partnership agrees that it will

                  use its reasonable efforts to solicit acceptance from the

                  Partners of the Offer, whether in exchange for cash or Units.

                  Upon and subject to the terms and conditions set forth in this

                  Agreement, Home Properties agrees that on the Closing Date

                  (as hereinafter defined), it shall

                  accept an assignment of the Interests from the Partners and

                  will issue Units or pay cash, to the Partners, as each such

                  Partner shall have elected, and as more particularly provided

                  herein.



         B.       Subject to the satisfaction or waiver of the closing

                  conditions to the Partnership's obligations to close the

                  transaction contemplated by this Agreement Melvin Clayman (the

                  "General Partner") hereby agrees that he will accept the Offer

                  with respect to all of its Interests.



         4.       CONSIDERATION AND MANNER OF PAYMENT.



         A.       The aggregate consideration payable by Home Properties for

                  100% of the Interests shall be Twenty-Six Million Seven

                  Hundred Fifty-Six Thousand Three Hundred Thirty-Three and

                  No/100 Dollars ($26,756,333) (the "Consideration").



         B.       On the Closing Date, each of the Partners who has accepted the

                  Offer shall assign their Interests to Home Properties in

                  exchange for the Exchange Price. As used herein, the term

                  "Exchange Price" means the Consideration less the principal

                  amount on the Closing Date of the Existing Loan (as

                  hereinafter defined), subject to closing adjustments and

                  closing costs,, multiplied by the percentage interest of the

                  relevant Partner's Interest in the Partnership as set forth on

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