Exhibit 10.1

                            SECOND RE-INSTATEMENT AND
                          SECOND AMENDMENT TO CONTRACT

This Second Re-instatement and Second Amendment To Contract ("Second Amendment")
is  by  and  between:

Advantage Professional Management Group, Inc., as Seller; and

Thirteen  Davenport,  LLC,  a  Florida limited liability company based in Miami,
Florida  as  Buyer  is  dated  this  3rd  day  of  February,  2005.

Both Buyer and Seller are sometimes referred to as a Party or the Parties.

Whereas,  Seller  and  the  predecessor  to  Buyer, Edwardo J. Garcia, Jr., (the
"Original  Buyer")  entered  into  that  certain  contract  of Purchase And Sale
entitled  "Vacant Land Contract" that had an Effective Date of July 7, 2004 (the
"Contract");  and

Whereas,  Seller and Original Buyer entered into that certain agreement entitled
"Reinstatement  and First Amendment to Contract" ("First Amendment") executed as
of  October  28,  2004;  and

Whereas,  the  Original  Buyer  terminated  said Contract and First Amendment by
letter  of  counsel  dated  January  19,  2005;  and

Whereas,  the  Buyer  has  expressed  its  desire  to re-instate the Contract as
modified  herein  below;  and

Whereas, both Seller and Buyer desire to re-instate and amend the Contract.

NOW THEREFORE, in consideration of the mutual promises herein made, it is agreed
as follows.

     1.   Capitalized  Terms.  Capitalized  terms in this Second Amendment shall
          have  the  same  meaning  as  is  defined  in  the  Contract.

     2.   Controlling  Document.  The  contract  terms  contained in this Second
          Amendment shall control in any conflict with any term of the Contract.

     3.   Revised  Purchase  Price:  The Parties agree that the revised Purchase
          Price  shall  be $4,020,000.00 plus the adjustments and reimbursements
          recited  in  this  Second  Amendment.

     4.   Feasibility  Period Extension. Section 6 (c) of the Contract describes
          a  30-day period called the Feasibility Study Period during which time
          Buyer  is  to  make  the  determination  as  to the suitability of the
          Property.  The  specific  use  to  which  the

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Re-instatement And
Second Amendment To Contract
Advantage Professional Management Group, Inc., Seller
Thirteen Davenport. LLC. Buyer

     Buyer  desires to use the Property is that of a shopping center. Seller has
     represented  that a shopping center is a permitted use in the TCX Zone. The
     Parties  acknowledge  that  Seller has presented conclusive evidence of the
     zoning  classification  of the Property. Buyer acknowledges that Seller has
     provided  conclusive  evidence  that the Property has successfully passed a
     Phase  One  Environmental  Site  Assessment. Seller acknowledges that Buyer
     needs  additional  time  to  confirm  all  other  elements  pertaining to a
     determination  of  feasibility.  Therefore,  the  Parties  hereby  agree to
     commence  the  Feasibility  Period  as  of  the  date hereof and extend the
     Feasibility  Study  Period  to the date that is ten (10) days from the dale
     hereof,  to  wit  5:00  PM on February, 13, 2005. Exhibit A is a Surveyor's
     Drawing  of  the  property  to  be  conveyed  and  Exhibit  B  is the legal
     description  of  the  property  to  be  conveyed.

     a.   Buyer  acknowledges  receiving  documents,  surveys,  drawings,  legal
          pleadings  and maps, a Phase One Environmental Site Assessment, copies
          of  ordinances  and  correspondence relating to the feasibility of the
          Property.

     b.   Buyer  further acknowledges that he has received from Seller a copy of
          a  Stipulated  Settlement Agreement and Court Order dated 9/21/04 that
          has been filed and approved by the Administrative Law Judge overseeing
          the  state's  review  process  by the Assistant General Counsel to the
          reviewing  agency that specifically reports that a settlement has been
          reached.  A  settlement  marks the amicable end of the review process.

     c.   Notwithstanding  anything  to  the  contrary  provided  herein, Seller
          confirms  that  Buyer  may  terminate  the Contract and receive a full
          refund  of the deposit any time during the Feasibility Period if Buyer
          determines  for  any  reason  that  the  Property  is not suitable for
          Buyer's  intended  purpose.

5.   Closing  Date  Extension,  a.  In light of the extension of the Feasibility
     Study  Period,  and  subject  to  the  provisions of Section 5b, below, the
     Parties  agree  that the Closing of this purchase and sale shall take place
     at  the  offices  of  Buyer  on  or  before  March  4,  2005.

     b.  Buyer's  obligation  to  close  is  contingent  upon  his receipt of an
     acceptable  Phase  One Environmental Site Assessment on the Property. Buyer
     agrees  to  review  the  previously  delivered Phase One Environmental Site
     Assessment by Nodarse & Associates within the Feasibility Period as defined
     herein.

6.   Additional  Terms.  Section  18  of  the  Contract  is  dedicated  to  the
     articulation  of  terms that cannot be handled by the form of the document.
     There  is  one  (1)  issue  in  Section  18  needing  clarification.

          The  issue  addressed  concerns  the  requirement that the Seller must
          consummate the acquisition of "the 4 acre" parcel described in Exhibit
          B  to  the  Contract. The Parties agree that the use of the figure "4"
          was  an  estimate

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Seller                                                                     Buyer

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Re-instatement And
Second Amendment To Contract
Advantage Professional Management Group, Inc., Seller
Thirteen Davenport, LLC, Buyer

          of  the  landmass  to  be  acquired  in  a land swap with the abutting
          property  owner.  The  accurate  landmass of the Property, as has been
          determined  by  an  actual  survey  prepared  by  a  Florida  licensed
          surveyor,  and  provided  to  Buyer, is thirteen and seven hundred and
          sixty  two  one-thousands  (13.762) acres. Buyer hereby re-affirms its
          acceptance  of the landmass as recited herein. Buyer acknowledges that
          Seller  has  provided  conclusive  evidence  that  it has successfully
          closed  the  land  swap  wherein  it  acquired  the  referenced  land.

7.   Acceptance of Assignment. Seller has disclosed that it has been approached,
     through  an  agent, by a party ("Paradise") interested in purchasing 2 to 4
     acres of the Property. Seller has been engaged in negotiations and had been
     under contract with Paradise prior to the execution of the Contract. Seller
     and  Paradise  have  continued negotiations for such a transaction and have
     completed  a  contract  for  4 acres for a purchase price of $2,238,375.00.
     Seller  has  disclosed  to  Paradise that it intends to consummate the sale
     described  in this Contract and this Second Amendment. Seller hereby agrees
     to  assign  and Buyer hereby agrees to accept an assignment of the executed
     contract  of  purchase  and  sale,  with  the  written consent of Paradise,
     consistent  with  the  following  terms:

          a.   Said  assignment  shall  become  effective upon the Closing Date.
          b.   During  the  course of the negotiations, Seller had procured from
               Paradise an increase of $63,375.00 in the original purchase price
               as  consideration  for  an extension of lime granted to Paradise.
               Said  sum  is  now  incorporated into the gross contract purchase
               price as recited hereinabove. Seller hereby agrees to release the
               right  to  said  sum  to  the  Buyer  upon  the assignment of the
               contract  as  described  in  this  Section.
          c.   Buyer has been informed of the contract procurement cost incurred
               to  Access  Realty, Inc. in the amount of $60,000 for the initial
               2-acre  parcel  (5%  of the original base price). Said sum is not
               due  until  Paradise closes on its purchase. This fee is separate
               from  the brokerage commissions recited in the contract described
               in this section. Seller has also disclosed to Buyer that Paradise
               is  also  interested  in  another  2+-acre  parcel located at the
               northwest  corner  of  the  Property.  Seller  discloses that the
               contract with Paradise now contains the additional 2-acre parcel.
               Buyer  acknowledges  that  a  5% fee to Access Realty will be due
               when  the  sale  to  Paradise  closes.
          d.   Seller  had  previously  negotiated  that  Paradise  would  be
               responsible  for  the cost of the demolition and related costs of
               clearing  the  Property  to  be  conveyed of all the improvements
               thereon.  Thereafter,  Seller agreed with Polk County to demolish
               the  buildings  on  the  Property. The cost incurred by Seller in
               this  effort  has  been  agreed  to be $150,000. Seller agrees to
               provide copies of the paid invoices representing said costs. Said
               sum has been added in said contract with Paradise to the original
               agreed  purchase  price.  As and when Seller and Buyer consummate
               the  purchase and sale of the Properly and the contract described
               in  this  section  is  assigned  to  the

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Seller                                                                     Buyer

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Re-instatement And
Second Amendment To Contract
Advantage Professional Management Group, Inc., Seller
Thirteen Davenport, LLC, Buyer

               Buyer,  Buyer  shall  keep  and  retain the entire purchase price
               inclusive  of the extra consideration paid for the demolition and
               related  costs.  In that this Contract describes the condition of
               the  Property  when conveyed to be in the condition it was at the
               time  of  the  execution  of the Contract, to wit: 'as is', Buyer
               agrees  to  pay  to  Seller  at  the Closing of this Contract the
               additional  sum  of  $150,000 as reimbursement for Seller's costs
               for  the  demolition,  clearing  and  related  activity.
          e.   Said  contract  to  be  assigned  also  calls  for Paradise to be
               responsible for the construction of the continuation of Sand Mine
               Road  from U.S. Route 27 eastward to the eastern edge of the curb
               cut  that  will  provide access to the Property in the event that
               the  abutting  land owner fails to perform in a certain Tri-Party
               Agreement  (previously  provided  to Buyer) wherein said abutting
               land owner incurred the obligation to build Sand Mine Road to the
               eastern  end  of  the  Property in exchange for a 433 square foot
               parcel  to  be  conveyed  for  the  purpose  of  installing  a
               sub-division  sign. Paradise has consented to the installation of
               the  sub-division  sign  subject to reaching an accord with Holly
               Hill  on  the  dimensions  of  said  sub-division  sign.
          f.   Said  contract  to  be  assigned  also  calls  for Paradise to be
               responsible for the cost of the utilities jack and bore across U.
               S.  Route  27 to service its developments and that Paradise shall
               increase the capacity of the boring to accommodate the balance of
               the  Property and charge the owner of the remaining land only the
               incremental  cost  incurred.
          g.   Buyer  acknowledges  having  received  a  copy  of  the  proposed
               contract  with Paradise to be assigned. Said contract is attached
               hereto  as  Exhibit  C.

     8.   Additional  Deposit  Due  Date.  Section 2(b) of the contract requires
          that  Buyer make an additional deposit of $200,000 on the date that is
          31  days from the Effective Date of the Contract. Buyer agrees to make
          such  Additional  Deposit  by the close of business on the last day of
          the  Feasibility  Period as defined herein to the Escrow Agent recited
          in  Section  11. Buyer agrees that the total deposits made pursuant to
          the  Contract and this Second Amendment shall become NON-REFUNDABLE as
          of the date that the Additional Deposit is due provided that the Buyer
          has  not  rightfully  terminated  this  Contract.

     9.   Land  Assembly  and  Mutual Access Roadway Easement. As recited in the
          Contract  at Section 18, Seller was obligated lo assemble land that is
          to  be part of the Property that shall be abutting and adjacent to the
          east  of  the  10+  acre  tract  abutting  U.  S. Route 27. The proven
          completion  of  said  assembly  was  provided  to  Buyer  during  the
          Feasibility  Period  in  the  First  Amendment.  The  assembly  was
          accomplished  via  a  land  swap  between  Seller and an abutting land
          owner,  Holly  Hill  Fruit  Products  Co., Inc. ("Holly Hill") wherein
          Seller  deeded over to Holly Hill a like amount of land that was owned
          by  Seller  that lies within the boundaries of the land owned by Holly
          Hill.  Seller  has  delivered  to  Buyer  a  new  Boundary

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Seller                                                                     Buyer

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Re-instatement And
Second Amendment To Contract
Advantage Professional Management Group, Inc., Seller
Thirteen Davenport, LLC. Buyer

          Survey by a licensed surveyor of the landmass of the Property as it is
          now  comprised  after the acquisition by Seller showing that its exact
          location  is  abutting the aforementioned 10+acre parcel. In addition,
          Seller  has  disclosed to Buyer that the planned location, in part, of
          Sand Mine Road is to be on reciprocal easements in favor of Seller and
          Holly  Hill that are comprised of 40 fool strips of land of each party
          adjoining  along  the entire southern boundary of the Property. Seller
          has  provided  Buyer  with  the  Mutual  Access Roadway Easement and a
          survey  that  depict  said  reciprocal  easements.
     10.  Remaining  Icons.  All  other  terms  of  the Contract not modified or
          changed  by  this  Second  Amendment shall remain the same and in full
          force  and  effect  This  Second  Amendment replaces in full the First
          Amendment and the terms thereof shall have no further force or effect.
     11.  Re-Instatement.  Upon  the execution hereof and the replacement of the
          Initial  deposit  of  Fifty-Thousand  Dollars ($50,000.00) into escrow
          with  David  Weisman,  Esq.,  of  the  law firm of Abrams Anton, PA of
          Hollywood,  Florida, Trustee, ("Escrow Agent") on terms as detailed in
          the  Contract, the Parties agree that the Contract is re-instated and,
          together  with  this Second Amendment, represents the entire agreement
          between  the  Parties on the subject mailer discussed herein.

Dated  at  Miami,  Florida  this  3rd  day  of  February,  2005.

Buyer:                                            Witnessed  by:
Thirteen  Davenport,  LLC
/s/ Rolando Delgado
-------------------                               ------------------------
By: Rolando Delgado                               Print Name
Managing Member
                                                  Print Name

Dated at Miami, Florida, this 3rd day of February, 2000
Seller:

Advantage Professional Management
Group, Inc., a Florida corporation                ------------------------
                                                  Print Name

/s/ Albert Delaney
-------------------                               ------------------------
By: Albert Delaney, V. President                  Print Name

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Seller                                                                     Buyer

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