EXHIBIT 10.1

A copy of Contract for Sale and Purchase of Ocala, Florida surplus property
dated January 24, 2002.

                   CONTRACT FOR SALE AND PURCHASE

PARTIES: GOLDEN FLAKE SNACK FOODS, INC. (Seller), of 3031 West
Silver Springs Blvd., Ocala, Florida (Phone) (352) 351-2277 and T. RICHARD
BARBER. JR*, AS TRUSTEE OF THE T.  RICHARD BARBER, JR.
REVOCABLE LIVING, of TRUST U/A/D 7/19/96 (Buyer) of 2940
West Silver Springs Blvd., Ocala, Florida (Phone) (352) 694-2459 , hereby
agree that Seller shall sell and Buyer shall buy the following described real
property and personal property (collectively Property) pursuant to the terms
and conditions of this Contract for Sale and Purchase and any riders and
addenda (Contract):

I.  DESCRIPTION:
(a) Legal description of the Real Property
          located in Marion County, Florida:
          6.11 acres described as Parcel
          No. 22763-000-00 and the Western  21
          acres of Parcel # 22768-000-00.
          See the Attached Exhibit A.
(b) Street address, city, zip, of the Property
          is:  SR 40 W/W Silver Springs Blvd.
(c) Personal Property:  None

II. PURCHASE PRICE:  See Addendum 27.11 acres at
     $33,198 per acre. . . . . . . . . $900,000.00
PAYMENT
(a) Deposit held in escrow by J. Warren
          Bullard, P.A.  (Escrow Agent)
in the amount of . . . . . . ..25,000.00
(b) Additional escrow deposit to be made to
          Escrow Agent within ___ days after Effective
          Date see Paragraph III) in the amount
          of                              $________
(c) Subject to AND assumption of existing mortgage
          in good standing in favor of
          ______________________________________
having an approximate present principal
balance of. . . . . . . . . . .. . . $________
(d) New mortgage financing with a Lender
         (see Paragraph IV) in the amount of  $695,000.00
(e) Purchase money mortgage and note to Seller
(see rider for terms) in the amount
of . . . . . . . . . . . . . . .  . .$________
(f) Other: __________________________. . $________
(g) Balance to close by U.S. cash or LOCALLY
          DRAWN cashiers or official bank check(s)
          subject to adjustments or
          prorations. . . . . . . . . . . . . $180,000.00

III. TIME FOR ACCEPTANCE OF OFFER; EFFECTIVE DATE;
     FACSIMILE: If this offer is not executed and
     delivered to all parties OR FACT OF EXECUTION
     communicated in writing between the parties on
     or before 5 :00 p.m., 2/01/02 the deposit(s) will,
     at  Buyers option, be returned and this offer
     withdrawn. For purposes of delivery or notice
     of execution, parties include Buyer and Seller
     or  each of the respective brokers or attorneys
     The date of Contract (Effective Date) will be
     the date when the last one of the Buyer and  Seller
     has signed this offer.  A facsimile copy of this
     Contract and any signatures hereon shall be considered
     for all purposes as an original.


IV. FINANCING:
 (a) This is a cash transaction with no
contingencies for financing;
(b)	This Contract is conditioned on Buyer
obtaining a written loan commitment within  60 days
after Effective Date for (CHECK ONLY ONE:
a fixed; ? an adjustable; or ? a fixed or
adjustable rate loan in the principal amount
of $695,000.00, at an initial interest rate
not to exceed 7-1/2% discount and origination
fees not to exceed 1% of principal amount, and
for a term of 15 years.  Buyer will make application
within 15 days (5 days if left blank) after
Effective Date and use reasonable diligence to
obtain a loan commitment and,  thereafter, to
satisfy terms and conditions of the commitment
and close the loan. Buyer shall pay all loan
expenses.  If Buyer fails to obtain a commitment
or fails to waive Buyers rights under this
subparagraph within the time for obtaining a
commitment or, after diligent effort, fails to
meet the terms and conditions of the commitment
by the closing date, then either party thereafter,
by written notice to the other, may cancel this
Contract and Buyer shall be refunded the deposit(s);
or
?  (c)	The existing mortgage, described in
Paragraph II(c) above, has: ? a variable interest
rate; or ? a fixed interest rate of  _____% per
annum. At time of title transfer, some fixed interest
rates are subject to increase; if increased, the rate
shall not exceed  ______ % per annum. Seller shall
furnish a statement from each mortgagee stating the
principal balance, method of payment, interest rate
and status of mortgage or authorize Buyer or Closing
Agent to obtain the same. If Buyer has agreed to
assume a mortgage which requires approval of Buyer
by the mortgagee for assumption, then Buyer shall
promptly obtain the necessary application, and
diligently complete and return it to the mortgagee.
Any mortgagee charge(s), not to exceed $____________
(1% of amount assumed if left blank), shall be paid
by Buyer.  If Buyer is not accepted by mortgagee
or the requirements for assumption are not in
accordance with the terms of this Contract or
mortgagee makes a charge in excess of  the
stated amount, Seller or Buyer may rescind
this Contract by written notice to the other
party unless either elects to pay the increase
in interest rate or excess mortgage charges.

V. TITLE EVIDENCE:  At least 15 days before closing
     date, (CHECK ONLY ONE): ? Seller shall, at
     Sellers expense, deliver to Buyer or Buyers
     attorney; or ? Buyer shall at Buyers expense
     obtain (CHECK ONLY ONE): ? abstract of title;
     or ? title insurance commitment (with legible
     copies of instruments listed as exceptions
     attached thereto) and, after closing, an owners
     policy of title insurance.

VI. CLOSING DATE:  This transaction shall be closed
     and the closing documents delivered on May 31,
     2002, unless modified by other provisions of
     this Contract.


VII. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer
shall take title subject to: comprehensive
land use plans, zoning, restrictions,
prohibitions and other requirements imposed
by governmental authority; outstanding oil,
gas and mineral rights of record without right
of entry; public utility easements of record
(easements are to be located contiguous to real
property lines and not more than 10 feet in width
as to the rear or front lines and 7-1/2 feet in width
as to the side lines, unless otherwise stated herein);
taxes for year of closing and subsequent years; assumed
mortgages and purchase money mortgages, if any
(if additional items, see addendum); provided,
that there exists at closing no violation of the
foregoing and none prevent use of the Property for
________________________________ purpose(s).

VIII. OCCUPANCY:  Seller warrants that there are no
parties in occupancy other than Seller; but
if Property is intended to be rented or
occupied beyond closing, the fact and terms
thereof and the tenant(s) or occupants shall
be disclosed pursuant to Standard F.  Seller
shall deliver occupancy of Property to Buyer
at time of closing unless otherwise stated
herein. If occupancy is to be delivered before
closing, Buyer assumes all risks of loss to Property
from date of occupancy, shall be responsible
and liable for maintenance from that date, and
shall be deemed to have accepted Property in
its existing condition as of time of taking
occupancy unless otherwise stated herein.

IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS:
Typewritten or handwritten provisions, riders
and addenda shall control all printed provisions
of this Contract in conflict with them.

X. RIDERS:  (CHECK those riders which are applicable
AND are   attached to this Contract):
? COMPREHENSIVE RIDER
????  HOMEOWNERS ASSN.
? COASTAL CONSTRUCTION CONTROL LINE
????  CONDOMINIUM
? AS IS
????  INSULATION
? VA/FHA
????  LEAD-BASED PAINT
?  ____________________

XI. ASSIGNABILITY:  (CHECK ONLY ONE): Buyer
? may assign and thereby be released
from any further liability under this Contract;
? may assign but not be released from
liability under this Contract; or
? may not assign this Contract.

XII. DISCLOSURES:
(a) Radon is a naturally occurring radioactive
gas that when accumulated in a building in
sufficient quantities may present health risks
to persons who are exposed to it over time.
Levels of radon that exceed federal and state
guidelines have been found in buildings
in Florida. Additional information regarding
Radon or Radon testing may be obtained from
your County Public Health unit.
(b) Buyer acknowledges receipt of the Florida
Building Energy-Efficiency Rating System Brochure.
(c) If the real property includes pre-1978
residential housing then a lead-based paint
rider is mandatory.
(d) If Seller is a foreign person as defined by the
Foreign Investment in Real Property Tax Act,
the parties shall comply with that Act.

(e) If Buyer will be obligated to be a member
of a homeowners association.  BUYER SHOULD
NOT EXECUTE THIS CONTRACT UNTIL BUYER HAS
RECEIVED AND READ THE HOMEOWNERS ASSOCIATION
DISCLOSURE.

XIII.  MAXIMUM REPAIR COSTS:  Seller shall not be responsible
 for payments in excess of:
(a) $_________________  for treatment and repair
under Standard D (if blank, then 2% of the
Purchase Price).
(b) $_________________  for repair and replacement
under Standard N (if blank, then 3% of the
Purchase Price).

XIV. SPECIAL CLAUSES; ADDENDA:  If additional terms
are to be provided, attach addendum and CHECK HERE ?.

XV. STANDARDS FOR REAL ESTATE TRANSACTIONS:  Standards
A through W on the reverse side or attached are
incorporated as a part of this Contract.

   THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT.
     IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN
             ATTORNEY PRIOR TO SIGNING.

    THIS FORM HAS SEEN APPROVED BY THE FLORIDA
     ASSOCIATION OF REALTORS AND THE FLORIDA BAR.

    Approval does not constitute an opinion that any of
    the terms and conditions in this Contract should be
    accepted by the parties in a particular transaction.
      Terms and conditions should be negotiated based
       upon the respective interests, objectives and
       bargaining positions of all interested persons.

     COPYRIGHT 1998 BY THE FLORIDA BAR AND THE FLORIDA
                 ASSOCIATION OF REALTORS

/S/ T. RICHARD BARBER      1/16/02       /S/ LARRY R. WOOD     1/24/02
(Buyer) T. RICHARD BARBER, (Date)	     Seller) GOLDEN FLAKE   (Date)
JR., AS TRUSTEE OF THE T. 		     SNACK FOODS, INC.
RICHARD BARBER, JR. 			     BY LARRY R. WOOD,
REVOCABLE LIVING TRUST 		  	     PLANT MANAGER
U/A/D 7/19/96

       STANDARDS FOR REAL ESTATE TRANSACTIONS

A. EVIDENCE OF TITLE: (1) An abstract of title
prepared or brought current by a reputable
and existing abstract firm (if not existing then
certified as correct by an existing firm) purporting
to be an accurate synopsis of the instruments
affecting title to the real properly recorded
in the public records of the county wherein the
real property is located through Effective Date.
It shall commence with the earliest public records,
or such later date as may be customary in the
county.  Upon closing of this Contract, the
abstract shall become the property of Buyer,
subject to the right of retention thereof by
first mortgagee until fully paid.
(2) A title insurance commitment issued by a
Florida licensed title insurer agreeing to
issue Buyer, upon recording of the deed to
Buyer, an owners policy of title insurance
in the amount of the purchase price, insuring
Buyers title to the real property, subject
only to liens, encumbrances, exceptions or
qualifications provided in this Contract and
those to be discharged by Seller at or before
closing. Seller shall convey marketable title
subject only to liens, encumbrances,
exceptions or qualifications provided in
this Contract. Marketable title shall be determined
according to applicable Title Standards adopted
by authority of The Florida Bar and in accordance
with law.  Buyer shall have 5 days from date
of receiving evidence of title to examine it.
If title is found defective, Buyer shall within
said 5 days notify Seller in writing specifying the
defect(s). If defect(s) render title unmarketable,
Seller will have 30 days from receipt of notice to
remove the defects, failing which Buyer shall, within
five (5) days after expiration of the thirty
(30) day period, deliver written notice to Seller
either: (1) extending the time for a reasonable
period not to exceed 120 days within which Seller
shall use diligent effort to remove the defects;
or (2) requesting a refund of deposit(s) paid which
shall be immediately returned to Buyer, If Buyer fails
to so notify Seller, Buyer shall be deemed to have
accepted the title as it then is. Seller shall,
if title is found unmarketable, use diligent effort
to correct defect(s) within the time provided
therefor. If Seller is unable to timely correct
the defects, Buyer shall either waive the defects,
or receive a refund of deposit(s), thereby releasing
Buyer and Seller from all further obligations
under this Contract.  If evidence of title is
delivered to Buyer less than 5 days prior to
closing, Buyer may extend closing date so that
Buyer shall have up to 5 days from date of receipt
of evidence of title to examine same in accordance
 with this Standard.

B. PURCHASE MONEY MORTGAGE; SECURITY AGREEMENT TO
SELLER: A purchase money mortgage and mortgage
note to Seller shall provide for a 30 day grace
period in the event of default.  If a first mortgage
and a 15 day grace period if a second or lesser
mortgage; shall provide for right of prepayment in
whole or in part without penalty; shall permit
acceleration in event of transfer of the real
property; shall require all prior liens and
encumbrances to be kept in good standing
and forbid modifications of or future advances
under prior mortgage(s); shall require Buyer
to maintain policies of insurance containing
a standard mortgagee clause covering all improvements
located on the real property against fire and
all perils included within the term extended
coverage endorsements and such other risks and
perils as Seller may reasonably require, in an amount
equal to their highest insurable value; and the mortgage,
note and security agreement shall be otherwise in
form and content required by Seller; but Seller
may only require clauses and coverage customarily
found in mortgages, mortgage notes and security
agreements generally utilized by savings and loan
institutions or state or national banks located in
the county wherein the real property is located.
All personal property and leases being conveyed or
assigned will, at Sellers option, be subject to the
lien of a security agreement evidenced by recorded
financing statements. If a balloon mortgage, the final
payment will exceed the periodic payments thereon.
C. SURVEY:  Buyer, at Buyers expense, within time
allowed to deliver evidence of title and to examine
same, may have the real property surveyed and certified
by a registered Florida surveyor. If the survey
discloses encroachments on the real property
or that improvements located thereon encroach on
setback lines, easements, lands of others or violate
any restrictions, Contract covenants or
applicable governmental regulation, the same shall
constitute a tittle defect.
D. TERMITES/WOOD DESTROYING ORGANISMS:  Buyer, at
Buyers expense, within the time allowed to
deliver evidence of title, may have the Property
inspected by a Florida Certified Pest Control
Operator (Operator) to determine if there is
any visible active termite infestation or visible
damage from termite infestation, excluding fences.
If either or both are found, Buyer shall have 4 days
from date of written notice thereof within which to
have cost of treatment, if required, estimated by the
Operator and all damage inspected and estimated by a
licensed builder or general contractor.  Seller
shall pay valid costs of treatment and repair of all
damage up to the amount provided in Paragraph XIII(a).
If estimated costs exceed that amount, Buyer shall
have the option of canceling this Contract within 5
days after receipt of contractors repair estimate
by giving written notice to Seller or Buyer may
elect to proceed with the transaction and receive a
credit at closing on the amount provided in Paragraph
XIII(a). Termites shall be deemed to include
all wood destroying organisms required to be reported
under the Florida Pest Control Act, as amended.
E. INGRESS AND EGRESS: Seller warrants and represents
that there is ingress and egress to the real
property sufficient for its intended use as
described in Paragraph VII hereof, title to
which is in accordance with Standard A.
F. LEASES:  Seller shall, not less than 15 days
before closing, furnish to Buyer copies of all
written leases and estoppel letters from
each tenant specifying the nature and duration of
the tenants occupancy, rental rates, advanced
rent and security deposits paid by tenant. If Seller
is unable to obtain such letter from each tenant,
the same information shall be furnished by Seller
to Buyer within that time period in the form of a
Sellers affidavit, and Buyer may thereafter contact
tenant to confirm such information. Seller shall,
at closing, deliver and assign all original leases
to Buyer.
G. LIENS:  Seller shall furnish to Buyer at time of
closing an affidavit attesting to the absence,
 unless otherwise provided for herein, of any
financing statement, claims of lien or potential
lienors known to Seller and further attesting that
there have been no improvements or repairs to
the real property for 90 days immediately preceding
date of closing.  If the real property has been
improved or repaired within that time, Seller shall
deliver releases or waivers of construction liens
executed by all general contractors, subcontractors,
suppliers and materialmen in addition to Sellers
lien affidavit setting forth the names of all such
general contractors, subcontractors, suppliers
and materialmen, further affirming that all
charges for improvements or repairs which could serve
as a basis for a construction lien or a claim for
damages have been paid or will be paid at the closing
of this Contract

H. PLACE OF CLOSING:  Closing shall be held in the
county wherein the real property is located at
the office of the attorney or other closing
agent (Closing Agent) designated by Seller.
I. TIME:  In computing time periods of less than
six (6) days, Saturdays, Sundays and state or
national legal holidays shall be excluded. Any
time periods provided for herein which shall
end on a Saturday, Sunday, or a legal holiday shall
extend to 5:00 p.m. of the next business day.
Time is of the essence in this Contract.
J. CLOSING DOCUMENTS:  Seller shall furnish the deed,
bill of sale, construction lien affidavit, owners
possession affidavit, assignments of leases,
tenant and mortgagee estoppel letters and
corrective instruments.  Buyer shall furnish
closing statement, mortgage, mortgage, note,
security agreement and financing statements.
K. EXPENSES:  Documentary stamps on the deed and
recording of corrective instruments shall be paid
by Seller.  Documentary stamps and intangible
tax on the purchase money mortgage and any mortgage
assumed, mortgagee title insurance commitment
with related fees, and recording of purchase money
mortgage to Seller, deed and financing statements
shall be paid by Buyer. Unless otherwise provided
by law or rider to this Contract, charges for the
following related title services, namely title or
abstract charge, title examination, and settlement and
closing fee, shall be paid by the party responsible
for furnishing the title evidence in accordance with
Paragraph V.
L. PRORATIONS; CREDITS:  Taxes, assessments, rent,
interest, insurance and other expenses of the Property
shall be prorated through the day before closing.
Buyer shall have the option of taking over existing
policies of insurance, if assumable, in which event
premiums shall be prorated.  Cash at closing
shall be increased or decreased as may be required
by prorations to be made through day prior to
closing, or occupancy, if occupancy occurs before
closing. Advance rent and security deposits will be
credited to Buyer.  Escrow deposits held by mortgagee
will be credited to Seller. Taxes shall be prorated
based on the current years tax with due allowance
made for maximum allowable discount, homestead
and other exemptions.  If closing occurs at a date
when the current years millage is not fixed and current
years assessment is available, taxes will be prorated
based upon such assessment and prior years millage.
If current years assessment is not available, then taxes
will be prorated on prior years tax. If there are
completed improvements on the real property by January
1st of year of closing, which improvements were
not in existence on January 1st of prior year, then taxes
 shall be prorated based upon prior years millage and
at an equitable assessment to be agreed upon between
the parties; failing which, request shall be made
to the County Property Appraiser for an informal
assessment taking into account available exemptions.
A tax proration based on an estimate shall, at
request of either party, be readjusted upon receipt
of tax bill on condition that a statement to that
effect is signed at closing.
M. SPECIAL ASSESSMENT LIENS:  Certified, confirmed and
ratified special assessment liens as of date of
closing (not as of Effective Date) are to be paid
by Seller.  Pending liens as of date of closing
shall be assumed by Buyer.  If the improvement
has been substantially completed as of Effective
Date, any pending lien shall be considered
certified, confirmed or ratified and Seller shall,
at closing, be charged an amount equal to the last
estimate or assessment for the improvement by the
public body.

N. INSPECTION, REPAIR AND MAINTENANCE:  Seller warrants
that the ceiling, roof (including the fascia and
soffits) and exterior and interior walls, foundation,
seawalls (or equivalent) and dockage do not have any
Visible Evidence of leaks, water damage or structural
damage and that the septic tank, pool, all
appliances, mechanical items, heating, cooling,
electrical, plumbing systems and machinery are
in Working Condition. The foregoing warranty shall
be limited to the items specified unless otherwise
provided in an addendum. Buyer may, at Buyers expense,
have inspections made of those items within 20 days
after the Effective Date, by a firm or individual
specializing in home inspections and holding an
occupational license for such purpose (if required)
or by an appropriately licensed Florida contractor.
and Buyer shall. prior to Buyers occupancy but not more
than 20 days after Effective Date, report in writing to
Seller such items that do not meet the above standards
as to defects. Unless Buyer timely reports such detects,
Buyer shall be deemed to have waived Sellers warranties
as to defects not reported.  If repairs or replacements
are required to comply with this Standard, Seller shall
cause them to be made and shall pay up to the amount
provided in Paragraph XIII(b).  Seller is not required
to make repairs or replacements of a Cosmetic Condition
unless caused by a defect Seller is responsible to
repair or replace.  If the cost for such repair or
replacement exceeds the amount provided in Paragraph
XIII(b), Buyer or Seller may elect to pay such excess,
failing which either party may cancel this Contract.
 If Seller is unable to correct the defects prior to
closing, the cost thereof shall be paid into
escrow at closing.  Seller shall, upon reasonable
notice, provide utilities service and access to the
Property for inspections, including a walk-through
prior to closing, to confirm that all items of
personal property are on the real property and,
subject to the foregoing, that all required
repairs and replacements have been made and that the
Property, including, but not limited to, lawn,
shrubbery and pool, if any, has been maintained
in the condition existing as of Effective Date,
ordinary wear and tear excepted.  For purposes
of this Contract: (a) Working Condition means
operating in the manner in which the item was
designed to operate; (b) Cosmetic Condition means
aesthetic imperfections that do not affect the
working condition of the item, including, but not
limited to: pitted marcite; missing or torn screens;
fogged windows; tears, worn spots, or discoloration
of floor coverings, wallpaper, or window treatments;
nail holes, scratches, dents, scrapes, chips or
caulking in ceilings, walls, flooring, fixtures,
or mirrors; and minor cracks in floors, tiles,
windows, driveways, sidewalks, or pool decks; and
(c) cracked roof tiles, curling or worn shingles,
or limited roof life shall not be considered
defects Seller must repair or replace, so long as
there is no evidence of actual leaks or leakage or
structural damage, but missing tiles will be
Sellers responsibility to replace or repair.

O.	RISK OF LOSS:   If the Property is damaged by
fire or other casualty before closing and cost of
restoration does not exceed 3% of the assessed
valuation of the Property so damaged, cost of
restoration shall be an obligation of Seller and
closing shall proceed pursuant to the terms of
this Contract with restoration costs escrowed at
closing. If the cost of restoration exceeds 3% of the
assessed valuation of the Property so damaged, Buyer
shall have the option of either taking the Property
as is, together with either the 3% or any insurance
proceeds payable by virtue of such loss or damage,
or of canceling this Contract and receiving return
of the deposit(s).


P.	PROCEEDS OF SALE; CLOSING PROCEDURE: The deed
shall be recorded upon clearance of funds.
If an abstract of title has been furnished,
evidence of title shall be continued at
Buyers expense to show title in Buyer,
without any encumbrances or change which would
render Sellers title unmarketable from the date
of the last evidence.  All closing proceeds shall
 be held in escrow by Sellers attorney or other
mutually acceptable escrow agent for a period of not
 more than 5 days after closing date.  If Sellers
 title is rendered unmarketable, through no fault
of Buyer, Buyer shall, within the 5-day period,
notify Seller in writing of the defect and Seller
shall have 30 days from date of receipt of such
notification to cure the defect.  If Seller fails
to timely cure the defect, all deposit(s) and
closing funds shall, upon written demand by Buyer
and within 5 days after demand, be returned to
Buyer and, simultaneously with such repayment,
Buyer shall return the personal property; vacate
the real property and reconvey the Property
to Seller by special warranty deed and bill of sale.
If Buyer fails to make timely demand for refund,
Buyer shall take title as is, waiving, all rights
against Seller as to any intervening defect except
as may be available to Buyer by virtue of warranties
 contained in the deed or bill of sale. If a portion
of the purchase price is to be derived from
institutional financing or refinancing, requirements
of the lending institution as to place, time
of day and procedures for closing, and for disbursement
of mortgage proceeds shall control over contrary provision
in this Contract. Seller shall have the right to require
from the lending institution a written commitment that it
will not withhold disbursement of mortgage proceeds
as a result of any title defect attributable to
Buyer-mortgagor.  The escrow and closing procedure
required by this Standard shall be waived if the
title agent insures adverse matters pursuant
to Section 627.7841, F.S., as amended.
Q. ESCROW:  Any escrow agent (Agent) receiving
funds or equivalent is authorized and agrees by
acceptance of them to deposit them promptly,
hold same in escrow and, subject to clearance,
disburse them in accordance with terms and conditions
of this Contract.  Failure of funds to clear shall
not excuse Buyers performance.  If in doubt as
to Agents duties or liabilities under the provisions
of this Contract, Agent may, at Agents option,
continue to hold the subject matter of the escrow
until the parties hereto agree to its disbursement
or until a judgement of a court of competent
jurisdiction shall determine the rights of the
parties, or Agent may deposit same with the
clerk of the circuit court having jurisdiction of
the dispute. Upon notifying all parties concerned
of such action, all liability on the part of Agent
shall fully terminate, except to the extent of
accounting for any items previously delivered out
of escrow.  If a licensed real estate broker,
 Agent will comply with provisions of Chapter 475,
F.S., as amended.  Any suit between Buyer and Seller
 wherein Agent is made a party because of acting
as Agent hereunder, or in any suit wherein Agent
interpleads the subject matter of the escrow,
 Agent shall recover reasonable attorneys fees
and costs incurred with these amounts to be paid
from and out of the escrowed funds or equivalent
and charged and awarded as court costs in favor
 of the prevailing party. The Agent shall not be liable
 to any party or person for misdelivery to Buyer or
Seller of items subject to the escrow, unless such
misdelivery is due to willful breach of the provisions
of this Contract or gross negligence of Agent.

R. ATTORNEYS FEES; COSTS: In any litigation, including
breach, enforcement or interpretation, arising out
of this Contract, the prevailing party in such
litigation, which, for purposes of this Standard,
shall include Seller; Buyer and any brokers acting
in agency or nonagency relationships authorized
by Chapter 475, F.S. as amended, shall be entitled
 to recover from the non-prevailing party
reasonable attorneys fees, costs and expenses.
S. FAILURE OF PERFORMANCE:  If Buyer fails to
perform this Contract within the time specified.
Including payment of all deposits, the deposit(s)
paid by Buyer and deposit(s) agreed to be paid,
 may be recovered and retained by and for the
account of Seller as agreed upon liquidated
damages, consideration for the execution of this
Contract and in full settlement of any claims;
whereupon. Buyer and Seller shall be relieved
 of all obligations under this Contract; or
Seller, at Sellers option, may proceed  in equity
to enforce Sellers rights under this Contract.
If for any reason other than failure of Seller
to make Sellers title marketable after
diligent effort, Seller fails, neglects or refuses
to perform this Contract, Buyer may seek specific
 performance or elect to receive the return
of Buyers deposit(s) without thereby waiving any
action for damages resulting from Sellers breach.
T. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE:
Neither this Contract nor any notice of it shall
be recorded in any public records.  This Contract
shall bind and inure to the benefit of the parties
and their successors in interest.  Whenever
the context permits, singular shall include
plural and one gender shall include all.  Notice
given by or to the attorney for any party
shall be as effective as if given by or to
 that party.
U. CONVEYANCE:  Seller shall convey title to the real
property by statutory warranty, trustees,
personal representatives or guardians deed, as
appropriate to the status of Seller, subject only
to matters contained in Paragraph VII and those
otherwise accepted by Buyer.  Personal property
shall, at the request of Buyer, be transferred by
an absolute bill of sale with warranty of title,
subject only to such matters as may be otherwise
provided for herein.
V. OTHER AGREEMENTS:  No prior or present
agreements or representations shall be binding
upon Buyer or Seller unless included in this
Contract.  No modification to or change in this
Contract shall be valid or binding upon the parties
unless in writing and executed by the parry
or parties intended to be bound by it.
W. WARRANTY:  Seller warrants that there are no facts
known to Seller materially affecting the value
of the Property which are not readily observable
by Buyer or which have not been disclosed to Buyer.


                     EXHIBIT B


     ADDENDUM TO AND PART OF THE CONTRACT
            FOR SALE AND PURCHASE

       GOLDEN FLAKE SNACK FOODS, INC.
                    TO
     T. RICHARD BARBER, JR.,  AS TRUSTEE
            OF THE T. RICHARD
   BARBER, JR. REVOCABLE TRUST U/A/D 7/19/96

SELLER 	Golden Flake Snack Foods, Inc.

ADDRESS	3031 West Silver Springs Blvd., Ocala, Florida

BUYER	T. Richard Barber, Jr.,  as Trustee of the
          T. Richard Barber, Jr. Revocable Trust
          U/A/D 7/19/96

ADDRESS	2940 West Silver Springs Blvd., Ocala, Florida


This Addendum attached to and made a part of
a contract for Sale and Purchase between the
Seller and Buyer listed below contains provisions
which, may change, modify add or delete various written
provisions of the Contract for Sale and Purchase,
Standards for Real Estate Transactions. This Exhibit
B Addendum shall control any previous written
provisions of the attached contract for Sale
and Purchase and Standards for Real Estate
Transactions.

A.	LEGAL DESCRIPTION OR ADDRESS

See attached Exhibit A to Contract
for Sale and Purchase


B. 	Additional and/or modified provisions:

1. 	Purchase Price.


     It is anticipated that the land subject to
this Contract for sale and Purchase will be
approximately 27.11 acres as contained in the
yellow area of Exhibit A. Seller agrees, upon
the signing of this Contract, to obtain, at
its expense, a metes and bounds survey of the
property which will determine exactly the acreage
within the yellow area that the Seller owns and
which it is legally able to convey.  At the time
of the closing, the purchase price will be finally
determined based upon a selling price of $33,198
per acre as set forth in the survey.  The survey will
be completed within ten (10) days of the removal
of the last of any contingencies contained in
this Contract.  Surveyor shall be a registered
surveyor in the State of Florida.  Survey shall
be certified to Buyer, Seller, Title Agency,
Title Company and any lender.  In the event
survey shows any encroachment of property or
that improvements intended to be located on
property encroach on lands of others or violate
any Contract covenants, the same shall be treated
as a title defect.  Buyer in bargaining for the
acreage noted within this Contract.  In the event
property is found to contain more or less acreage
than contracted  for, exclusive of road rights
of way, easements and/or encroachments the purchase
price shall be adjusted based upon the per acre price
as set forth above.

2.	Tax Deferred Exchange.

Seller acknowledges that Buyer may elect to
close this transaction as part, of a tax deferred
exchange under Section 1031 of the Internal Revenue
Code (Code), and that this Agreement may be assigned
to a Qualified Intermediary as defined in the Code for
that purpose.  Seller further agrees to reasonably
cooperate in a good faith manner with Buyer in affecting
such an exchange, but at no additional cost to seller.

Buyer acknowledges that Seller may elect to
close this transaction as part of a tax deterred exchange
under Section 1031 of the Internal Revenue Code (Code),
and that this Agreement may be assigned to a Qualified
Intermediary as defined in the Code for that purpose.
Buyer agrees to reasonably cooperate in a good faith
manner with Seller in effecting such an exchange,
but at no additional cost to Buyer.

3. 	Conditions for Closing.

The purchase of property is contingent upon
property being physically and financially suitable
for Buyers intended use, including land use and
zoning, at Buyers sole discretion.  Seller agrees
to cooperate with Buyer in every way to assure
suitability of Property for Buyers intended use.
Seller consents to any and all studies or analysis
which Buyer may need to conduct prior to closing,
all at Buyers expense.  Buyer shall exercise Buyers
best efforts to satisfy all conditions and close
timely.  In the event Buyer needs additional
time to satisfy conditions or to close this
transaction, the closing date may, at Buyers option
and with prior notice to Seller, be extended, however,
in no event shall closing date be extended for
more than ONE HUNDRED AND TWENTY (120) DAYS after
closing date noted herein without the prior written
consent of Seller. Said consent shall not be unreasonably
withheld.  All conditions for the benefit of Buyer may
be waived in whole or in part by Buyer.  Buyer has
until actual closing date to satisfy any contingencies
or terminate this Contract for any reason.  In the
event Buyer given written notice to escrow agent that
Buyer has determined property is not suitable for Buyers
 intended use or that one or more conditions to this
contract have not been or cannot be satisfied to the
satisfaction of Buyer, escrow agent shall return deposit
to Buyer, plus any interest earned, and this Contract
shall be of no further force and effect.


4. 	Access Prior To Closing.

Buyer and all Buyers agents and contractors shall
at all times before closing have the privilege of
going upon Property as needed to inspect, examine,
conduct environmental studies, take soil tests,
borings, percolation tests and tests to obtain
any other information necessary to determine
environmental, subsurface and topographic conditions,
make improvements, and otherwise do what Buyer deems
necessary in the examination, engineering and planning
for the use of the property.  Said privilege shall
include the right to have Phase 1 and Phase 2 Environmental
Audits performed on the property by a qualified
environmental auditor, in accordance with the provisions
of the Comprehensive Environmental Response, Compensation
Liability Act (42 U.S.C. paragraph 9601, et. seq.).
Buyer shall indemnify and hold Seller harmless from
any loss or expense incurred by Seller because
of Buyers activities on the property prior to
closing.  The decision to perform any Phase 1,
and Phase 2 Environmental Audits shall be made by the
Buyer in its absolute and complete discretion and
the company and/or companies performing any such
audits shell be selected by the Buyer and any and all
charges, fees and expenses of said audits shall be
paid by Buyer.

5.	Buyer as Licensed Florida Real Estate Broker.

Buyer and Seller certify that no broker has been
contracted regarding this transaction, including
listing and cooperating brokers and therefore
no brokers compensation will be due in connection
with this contract. Seller recognizes that T. Richard
Barber is a licensed Florida Real Estate Broker
who is not receiving any real estate commission
from this transaction.

                SELLER:

                GOLDEN FLAKE SNACK FOODS, INC.
                By:

1/24/02   	 /S/ RANDY R. WOOD________________
Date
                BUYER:


1/16/02       	/S/ T. RICHARD BARBER, JR.________
Date			T. RICHARD BARBER, JR., AS TRUSTEE
               OF THE T. RICHARD
               BARBER REVOCABLE LIVING
               TRUST U/A/D/ 7/19/96

*a Florida Licensed Real Estate Broker



	-20-

	STANDARDS (CONT.)