Exhibit 10.16


Purchase and Sale Agreement executed by and Between Golden Flake Snack Foods,
Inc., as Seller, and Educational Development Company of America, LLC & Waterbury
Companies, LLC, as Purchaser, with an effective date of June 26, 2006, for the
sale of approximately 12 acres of land located adjacent to the Company's Officer
      Headquarters and Manufacturing Plant in Birmingham, Alabama.


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<PAGE>


                          PURCHASE AND SALE AGREEMENT


GOLDEN FAKE SNACK FOODS, INC., a Delaware  corporation  ("Seller") as owner of a
parcel of land more fully described below (the "PROPERTY") hereby agrees to sell
and EDUCATIONAL DEVELOPMENT COMPANY OF AMERICA, LLC & WATERBURY COMPANIES,  LLC,
or assigns ("PURCHASER") hereby agrees to purchase the Property on the terms and
conditions described as follows:


1.   PROPERTY            An undeveloped parcel of approximately 12 acres of land
                         located on Golden Flake Dr., City of Birmingham,
                         Alabama, more particularly described at:

                           Lot 2, according to the survey of Golden Flake, Inc.,
                           Resurvey No. 2, as recorded in May Book 174 Page 28,
                           in the Probate Office of Jefferson County,
                           Alabama.

               Parcel ID:  Parcel ID# 29-00-02-1-015-003.000, as such parcel is
                           depicted on Exhibit "A",

                           together with all rights and appurtenances thereto

2.   THE PURCHASE PRICE    $ 1,500,000.00, (see paragraph 1 of Addendum) as
                           payable as follows:

     EARNEST MONEY         $ 15,000.00, initially. The Earnest Money shall
                           be increased by $15,000 on the 61th and 180th days
                           following the Contract Date, such that the Purchaser
                           shall have deposited a total of $45,000.00 of
                           Earnest Money with the Title Company.

  CASH on closing
    this sale              $ 1,455,000.00

3.   AGENCY DISCLOSURE:    The listing company is: N/A

                           The selling company is: SLOSS REAL ESTATE COMPANY,
                           INC.

The selling company is: (Two blocks may be checked) [ ] An agent of the seller.
[X] An Agent of the buyer.

[ ] An agent of both the seller and buyer and is acting as a limited consensual
    dual agent.
[ ] Assisting the [ ] buyer [ ] seller (check one or both) as a transaction
    broker.

PURCHASER'S INITIALS __________________          SELLER'S INITIALS___________

PURCHASE AND SALE AGREEMENT


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<PAGE>


4.   CONDITION   OF   PROPERTY:   Neither   Seller  nor  any  Agent   makes  any
     representations  or  warranties  regarding  the  condition of the Property.
     Purchase has the obligation to determine,  either  personally or through or
     with a representative  of Purchaser's  choosing,  any and all conditions of
     the Property material to Purchaser's decision to buy the Property.

a.   Seller shall not be required to make any repairs to the Property. Purchaser
     accepts the Property in its present "AS IS" condition,  including  ordinary
     wear  and  tear to the  closing  date.  However,  if the  Property  suffers
     material  damage  beyond  ordinary wear and tear prior to the closing date,
     Purchaser  may either  proceed with the closing or cancel the Agreement and
     recover  the  earnest  money by  notifying  the  Seller in  writing  of the
     cancellation  prior to the expiration of the Inspection Period. It shall be
     the responsibility of Purchaser to inspect the Property prior to closing.

b.   Within 180 days of the date of this  Agreement (the  "Inspection  Period"),
     Purchaser  may perform  all manner of due  diligence  investigations  on or
     about  the  Property,   including  but  not  limited  to  soils  and  other
     geotechnical  studies,  financial and market feasibility  studies.  If such
     investigations are not satisfactory to Purchaser, Purchaser may at its sole
     option  rescind this  Agreement by written notice to Seller and the earnest
     money shall be refunded.


5.   EARNET MONEY & PURCHASERS' DEFAULT:  Purchaser will deliver,  with Ten (10)
     business days from mutual execution of this Agreement to Land Title Company
     of Alabama Inc., 600 North 20th Street,  Birmingham,  Alabama 35203,  local
     agent for Chicago Title  Insurance  Company,  Inc.  (the "Title  Company"),
     funds in the amount of Fifteen  Thousand and 00/100 ($15,000) (the "Earnest
     Money").  Should  Purchaser elect not to purchase the Property  pursuant to
     paragraph 4, 13 or as it is otherwise entitled to under this Agreement, the
     Earnest  Money,  together  with  interest,  if any shall be refunded to the
     Seller and this Agreement shall terminate.  In the event Purchaser fails to
     carry out an perform the term's of this Agreement,  the earnest money shall
     be  forfeited  as  liquidated  damages as the sole and  complete  remedy of
     Seller,  provides Seller agrees to the  cancellation of this Agreement.  In
     the  event  Seller  fails  to carry  out and  perform  their  terms of this
     Agreement,  Purchaser  shall be entitled to  specific  performance  of this
     Agreement by the Seller under any applicable laws of the  jurisdiction.  If
     this Agreement does not close and the earnest money is to be turned over to
     Seller or refunded to  Purchaser  pursuant  to this  Agreement,  Seller and
     Purchaser agree to execute a written release to the Agent and Title Company
     affirming the property  disposition of the earnest money. In the event both
     Seller  and  Purchaser  claims  the  earnest  money,  or  either  Seller or
     Purchaser  refuses  or fails to execute a release,  the Title  Company  may
     interplead the disputed  portion of the earnest money into court, and shall
     be entitled to deduct or recover  from the earnest  money for court  costs,
     attorney fees and other  expenses  relating to the  interpleaded.  When the
     earnest  money  is a  check  and  the  check  is  returned  by a  financial
     institution as unpaid,  Seller has the right to void the Agreement  without
     further recourse on the part of the Purchaser.

PURCHASE AND SALE AGREEMENT

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<PAGE>


6.   CONVEYANCE:  Seller  agrees to convey the  Property to Purchaser by general
     warranty deed,  free of all  encumbrances  except as herein set forth,  and
     Seller agrees that any  encumbrances not herein excepted or assumed will be
     cleared at not cost to the  Purchaser at the time of closing.  The Property
     is sold and is to be  conveyed  free and clear of all  leases,  management,
     vendor,  maintenance  or other  agreements,  and free of any  agreement  or
     obligation to pay future  commissions or fees of any type or nature related
     to the  Property  or its use,  and  subject  only to (i) mineral and mining
     rights not owned by Seller but  revealed  to  Purchaser  as part of the Due
     Diligence  Materials;  and  (ii) all  easements  affecting  the  Property,
     including   utility   easements   serving  the   Property,   covenants  and
     restrictions, and building lines of record but only as such items have been
     disclosed to Purchaser as part of the Due Diligence Materials. The Property
     (ii) is [ ] is not [X] unknown [ ] located in a flood plain.

7.   TITLE  INSURANCE:  Seller,  as its cost,  agrees  to  furnish  Purchaser  a
     standard  form title  insurance  policy  issued by the Title Company in the
     amount of the purchase price, insuring Purchaser against loss on account of
     any defect or encumbrance in the title,  subject to the exception set forth
     in paragraph 6 hereof.

8.   SURVEY:  Purchaser  does  [X] does not [ ]  (check  one)  require  a survey
     ("Survey") by a registered  Alabama land surveyor of Purchaser's  choosing.
     The Survey  shall be at  Purchaser's  [X]  Seller's [ ] expense.  Purchaser
     shall provide Seller and the Title Company with a copy of the Survey within
     20 days prior to closing.

9.   PRORATIONS:  Ad valorem taxes are to prorated  between Seller and Purchaser
     as of the  date  of  closing,  and  any  advance  escrow  deposits  held by
     Mortgagees shall be credited to Seller. UNLESS AGREE HEREIN, ALL AD VALOREM
     TAXES EXCEPT  MUNICIPAL  ARE PRESUMED TO BE PAID IN ARREARS FOR PURCHASE OF
     PRORATION; MUNICIPAL TAXES, IF ANY, ARE PRESUMED TO BE PAID IN ADVANCE.

10.  CLOSING & POSSESSION DATES: The sale shall be closed and the deed delivered
     on or before ninety 90 days following  expiration of the Inspection Period.
     Possession is to be given on delivery of the deed of the Property.

11.  DISCLAIMER: Seller and Purchaser acknowledge that they have not relied upon
     advice or representations  of Agent (or Agent's associated  salesperson(s))
     relative to (i) the legal or tax  consequences  of this  Agreement  and the
     sale, purchase or ownership of the Property;  (ii) the structural condition
     of the  Property,  including  condition  of the  roof and  basement;  (iii)
     construction  materials;  (iv) the nature and  operating  condition  of the
     electrical, heating, air conditioning,  plumbing, water heating systems and
     appliances;  (vii) the investment or resale value of the Property including
     projections of income or operating expenses; (viii) compliance requirements
     of the Americans and  Disabilities  Act; (ix) the existence of hazardous or
     toxic waste,  substance,  or material,  including  without  limitation  any
     asbestos  or any oil or  pesticides;  (x) any state of facts which would be
     disclosed by an accurate survey of the Property;  or (xi) any other matters
     affecting  their  willingness to sell or purchase the Property on the terms
     and price herein set forth.  Seller and Purchaser  acknowledge that if such
     matters  are of concern to them in the  decision  to sell or  purchase  the
     Property,  they  have  sought  and  obtained  independent  advice  relative
     thereto.

PURCHASE AND SALE AGREEMENT


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<PAGE>

12.  SELLER WARRANTS: that unless excepted herein or as delivered as part of the
     Due Diligence Materials,  (i) Seller has not received notification from any
     lawful authority  regarding any assessments,  pending public  improvements,
     repairs, replacements, or alterations to the Property, (ii) Seller warrants
     that Seller is the fee owner of the Property, and (iii) the Property is not
     subject to any  assessments  of any kind (other  than real  estate  taxes).
     Except as disclosed in the Phase II  Environmental  Site  Assessment of the
     Property prepared by Bhate Environmental Associates,  Inc., dated September
     2004,  a copy of which  has  been  delivered  to the  Seller.  Seller  also
     represents  that, to the best of its knowledge,  except as may otherwise be
     expressly  disclosed  herein,  Seller has not  released  or disposed of any
     hazardous  or  toxic  waste,  substance  or  material,   including  without
     limitation any asbestos or any oil or pesticides (collectively,  "Hazardous
     Substance"),  on or about the Property; has not disposed of or arranged for
     the  disposition of any Hazardous  Substances  from the Property  except in
     compliance  with  all  applicable  federal,  state or  local  laws;  and no
     Hazardous  Substances  exist on the  Property  or about the  Property  that
     threaten the Property. Seller warrants that the Due Diligence Materials are
     complete,  true and correct to the best of its knowledge and belief.  THESE
     WARRANTIES SHALL SURVIVE THE DELIVERY OF THE DEED. Seller makes no warranty
     that the Property is not suitable for any particular purpose,  nor that the
     Property is in  compliance  with the  requirements  of the  Americans  with
     Disabilities Act.

13.  RISK OF LOSS: If the Property is materially damaged between the date hereof
     and the  closing,  and Seller is unable or  unwilling  to restore it to its
     previous  condition  prior to closing,  Purchaser  shall have the option of
     canceling  this Agreement and receiving the Earnest Money back or accepting
     the Property in its then condition.

14.  FOREIGN  INVESTMENT IN REAL  PROPERTY TAX ACT  (FIRPTA):  In the closing of
     this transaction, Seller and Purchaser shall comply with the FIRPTA and the
     regulations promulgated there under by the IRS.

15.  SELECTION OF ATTORNEY: Each of the parties acknowledges that it has a right
     to be  represented  at all times in connection  with this Agreement and the
     closing by an attorney of its own choosing, at its own expense.

16.  ASSIGNMENT:   Purchaser  reserves  the  right  to  assign  this  Agreement,
     including  the right to effect and  satisfy a  like-kind  exchange.  Seller
     agrees to reasonably  cooperate with  Purchaser to accomplish  this intent,
     including  consent to such  assignment  to a qualified  intermediary  or to
     another  entity,  so long as no  additional  cost or delay is  incurred  by
     Seller.

PURCHASE AND SALE AGREEMENT


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<PAGE>

17.  ADDITIONAL PROVISIONS: The Addendum and Exhibit A are hereby made a part of
     this Agreement.

18.  FACSIMILE AND  COUNTERPART  SIGNATURES:  This  agreement may be executed in
     counterparts  and by  either  party  or by  both  parties  by  telecopy  or
     facsimile  and shall be binding upon the party so executing it upon receipt
     by the other party of the signature.

19.  ENTIRE  AGREEMENT:  This Agreement and its Exhibit A and Addendum  attached
     hereto  constitute  the  entire  agreement  between  Purchaser  and  Seller
     regarding the Property,  and supersede all prior discussions,  negotiations
     and  agreements  between  Purchaser  and Seller,  whether  oral or written.
     Neither Purchaser, Seller, Agent nor any sales agent shall be bound by any
     understanding,   agreement,   promise,  or  representation  concerning  the
     Property,  expressed or implied,  not specified herein. Any further changes
     or  modifications  to this  Agreement  must be in writing and signed by the
     parties hereto.


20.  COMMISION:  THE COMMISION  PAYABLE TO THE BROKER(S) IN THIS ALES IS NOT SET
     BY THE  BIRMINGHAM  ASSOCIATION OF  REALTORS(R),  INC., BUT IN ALL CASES IS
     NEGOTIABLE BETWEEN THE AGENT AND THE CLIENT.

Purchaser  warrants that in connection with this purchase and sale Purchaser has
not dealt with any Agent other than Sloss Real Estate Company, Inc.

In this  Agreement [ ] Seller [X]  Purchaser  agrees to pay to Sloss Real Estate
Company, Inc., Agent in this transaction, in CASH at closing, a commission equal
to 5% of the Purchase Price.


THIS  AGREEMENT  IS INTENDED TO BE A LEGALLY  BINDING  AGREEMENT.  IF YOU DO NOT
UNDERSTAND  THE LEGAL  EFFECT OF ANY PART OF THIS  AGREEMENT,  SEEK LEGAL ADVICE
BEFORE SIGNING.

                                               PURCHASER:


                                               EDUCATIONAL DEVELOPMENT
                                               COMPANY OF AMERICA, LLC

-----------------------------------            By:
                                               --------------------------------

Witness to Purchaser's Signature               Its Authorized Member (DATE)





-----------------------------------            By:
                                               --------------------------------

Witness to Purchaser's Signature               Its Authorized Member (DATE)




PURCHASE AND SALE AGREEMENT


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<PAGE>



                                               SELLER:
                                               GOLDEN FLAKE SNACK FOODS, INC.


-----------------------------------            By:
                                               --------------------------------

Witness to Purchaser's Signature               Its 06-26-06      (DATE)




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<PAGE>


                                    ADDENDUM


1.   The Purchase  Price is based on 12 acres value at $125,000 per acre. To the
     extent the Survey or Title  Commitment  reveals  that the  Property is less
     than 12 acres,  the Purchase Price shall be reduced by $125,000  multiplied
     by the difference  between 12 acres and the number of actual acreage of the
     Property as shown by the Survey.  The Survey  shall  disclose the number of
     acres to the nearest one hundredths (1/100th) of an acre.

2.   Extension of Inspection  Period.  If third party studies reveal any adverse
     environmental,  geotechnical  conditions or rezoning  classifications which
     might  adversely  affect  the  immediate  multi-family  development  of the
     Property, then upon written notice to Seller (which shall include copies of
     such third-party  reports),  the Inspection Period may be extended by up to
     two (2) 90 days periods from its current expiration date.

3.   Entitlements. Purchaser shall seek time being of the essence, any municipal
     or other governmental entitlements (zoning, permitting, etc.) necessary for
     its mixed -use  residential  development of the Property.  Seller agrees to
     reasonably  cooperate with Purchaser (including joining in any application
     for such entitlements) so long as such actions do not decrease the value of
     the Property,  create a use on the Property  that is materially  adverse to
     the Seller's  property  holdings  adjacent to the Property,  and so long as
     such actions are at not cost to Seller.

4.   The "Contract  Date" shall be the last date upon which  Purchaser or Seller
     have agreed to and executed this Agreement.

5.   Due Diligence Materials: Seller shall provide Purchaser with legible copies
     of the  following  information  to the  extent  the  same  are in  Seller's
     possession  or Seller can  reasonable  obtain the same (the "Due  Diligence
     Information"):


a.   Most recent title policy and copies of all exceptions and other  agreements
     of records affecting the Property;

b.   Agreements  of any kind or nature that will affect the  Property  after the
     closing date,  including  any copies of any  environmental  or  engineering
     studies of the Property.

c.   Copy of any environmental due diligence  information,  reports,  testing or
     communications with public or municipal entities.

d.   Copy of the most  current  survey and title  insurance  commitment  ("Title
     Commitment")   issued  by  the  Title   Company  to  Purchaser   (including
     instruments pertaining to any exceptions). if any, of the Property;

e.   Copy of the most recent municipal tax  assessment(s)  and any all other
     governmental notices;

f.   During the term of this  Agreement,  Seller  shall  notify  Purchase of any
     material change in the Due Diligence Information.


PURCHASE AND SALE AGREEMENT


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<PAGE>


                                               PURCHASER:


                                               EDUCATIONAL DEVELOPMENT
                                               COMPANY OF AMERICA, LLC

-----------------------------------            By:
                                               --------------------------------

Witness to Purchaser's Signature               Its Authorized Member (DATE)


                                               WATERBURY COMPANIES, INC.


-----------------------------------            By:
                                               --------------------------------

Witness to Purchaser's Signature               Its Authorized Member (DATE)


                                               SELLER:
                                               GOLDEN FLAKE SNACK FOODS, INC.


-----------------------------------            By:
                                               --------------------------------

Witness to Purchaser's Signature               Its 06-26-06      (DATE)


PURCHSE AND SALE AGREEMENT



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<PAGE>

                                   EXHIBIT "A"

                                [GRAPHIC OMITTED]



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