AGREEMENT
TO TRANSFER PROPERTY

    


    This
Agreement to transfer real property is made this 31st day of July, 2009
(Effective Date) by and between Horne International, Inc. (hereinafter the
“Corporation”) with its principal office located at 3975 University Drive, Suite
100, Fairfax, VA 22030, and Darryl K. Horne (hereinafter “Horne”), with an
address of  1732 Brookside Lane, Vienna, VA 22182, and The Susott
Family Limited Partnership (hereinafter “Susott”) with an address of 4267 Marina
City Drive, #1106, Marina Del Ray, CA 90292; and 91 Hill Avenue, LLC, with its
principal office located at 91 Hill Avenue, NW, Fort Walton Beach, FL
(collectively “Transferees).

    


    WHEREAS,
The Corporation is the owner of certain real property located at 91 Hill Avenue,
NW, Fort Walton Beach, Florida as described in Exhibit A hereto (hereinafter
“the Property”).

    


    WHEREAS,
The Corporation is indebted to Horne in the amount of Five Hundred Thousand
Dollars ($500,000.00), a debt which is secured by a mortgage on the
Property.

    


    WHEREAS,
The Corporation is indebted to Horne in the amount of Two Hundred Fifty Thousand
Dollars ($250,000.00), a debt which is unsecured.

    


    WHEREAS,
The Corporation is indebted to Susott in the amount of One Million Dollars
($1,000,000.00), a debt which is secured by a mortgage on the
Property.

    


    WHEREAS,
91 Hill Avenue, LLC is a limited liability corporation organized and existing
under the laws of the State of Florida.

    


    WHEREAS,
Darryl K. Horne and The Susott Family Limited Partnership are each members of 91
Hill Avenue, LLC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    WHEREAS,
Darryl K. Horne and Evan Auld-Susott, a principal of the Susott Family Limited
Partnership, are each managers of 91 Hill Avenue, LLC.

    


    WHEREAS,
The Corporation intends to transfer title of the Property to 91 Hill Avenue,
LLC, free and clear of all liens and encumbrances for good and valuable
consideration as set forth herein,

    


    ARTICLE
1:  AGREEMENT

    


    1.1  Agreement. The
Corporation hereby agrees to convey and assign to 91 Hill Avenue, LLC and 91
Hill Avenue, LLC agrees to accept from the Corporation, on June 5, 2009, (
hereinafter the “Closing Date”) and subject to the terms and conditions of this
Agreement, all of the following (collectively the “Property”):

    


    
      	
               
      

            	
              a.

            	
              The
      Real Property as described herein;

            


    

    
      	
               
      

            	
              b.

            	
              All
      improvements on and to the Real
Property;

            


    

    
      	
               
      

            	
              c.

            	
              Personal
      Property located at, in or on the Real
Property,

            


    

    
      	
               
      

            	
              d.

            	
              All
      of the Corporation’s right, title, and interest as Lessor in and to the
      Tenant Leases and subject to the terms of the respective applicable Tenant
      Leases, the Tenant’s Deposits.

            


    

    


    ARTICLE
2:  CONSIDERATION

    Consideration.  Consideration
for the transfer of all right, title and interest in the Property is as
follows:

    
      	
              2.1

            	
              Forgiveness of
      Debt.  Each of Horne and Susott shall forgive both
      secured and unsecured debt and accrued and outstanding interest thereon
      owed to each by the Corporation and any and all subsidiaries of
      Corporation;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.2

            	
              Stock
      Options.  The Corporation shall issue to 91 Hill Avenue,
      LLC Two Million stock options with a strike price of the greater of $0.10
      or $0.25 less than the Horne International, Inc. reported stock price at
      the close of the market one day prior to the date of
      exercise.  The stock options granted hereunder shall vest on
      December 31, 2009 and shall expire on December 31, 2012.  The
      Stock Options shall be subject to a separate Stock Option Agreement, a
      copy of which is attached hereto as Exhibit B and incorporated
      herein.

            


    

    


    
      	
              2.3

            	
              Assumption of
      Obligations.  Effective as of the Closing Date, Horne,
      Susott and 91 Hill Avenue, LLC , shall have assumed and agreed to perform
      or pay as applicable, (i) all of the covenants and obligations of
      Corporation and the Corporation’s affiliates pursuant to the Tenant Lease
      and Service Contracts, if any, assigned to them individually and jointly
      and which are to be performed on or subsequent to the Closing Date, (ii)
      all of the covenants and obligations of the Corporation under the Tenant
      Leases and Service Contracts, if any, and the licenses and permits
      assigned to 91 Hill Avenue, LLC, Horne and Susott and relating to the
      physical or environmental conditions of the Property, regardless of
      whether such obligations arise before or after the Closing
      Date.

            


    

    


    ARTICLE
3.  ENTRY AND INSPECTION OF PROPERTY

    


    
      	
              3.1

            	
              Entry and Inspection
      of Property.  91 Hill Avenue, LLC, Horne and Susott
      expressly acknowledge and confirm that, prior to the execution and
      delivery of this Agreement, that they have had the opportunity to inspect
      and investigate the Property and have either conducted or waived their
      right to conduct all tests, evaluations and assessments necessary or
      prudent in any respect and for all purposes in connection with the
      transfer and acceptance of the
Property.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        
          	
                  3.2

                	
                  As
      Is.  The transaction contemplated by this Agreement has
      been negotiated between the parties and this Agreement reflects the mutual
      agreement of the Corporation and 91 Hill Avenue, LLC, Horne and Susott and
      91 Hill Avenue, LLC, Horne and Susott have been afforded the opportunity
      to perform an independent examination of the Property.  Other
      than the specific matters represented in this Agreement, 91 Hill Avenue,
      LLC, Horne and Susott will not rely upon, either directly or indirectly,
      any representation or warranty of the Corporation other than as stated
      herein.  The Corporation specifically disclaims any
      representation, warranty or assurance whatsoever made to 91 Hill Avenue,
      LLC, Horne and or Susott and no warranties or representations of any kind
      or character, either express or implied, are made by the Corporation or
      relied upon by either 91 Hill Avenue, LLC, Horne or Susott with respect to
      the status of title to or the maintenance, repair, condition, design or
      marketability of the property, or any portion thereof, including but not
      limited to (a) any implied or express warranty of merchantability, (b) any
      implied or express warranty of fitness for a particular purpose, (c) any
      materials, (d) any rights of 91 Hill Avenue, LLC, Horne and Susott under
      appropriate statutes to claim diminution of consideration,, (e) any claim
      by purchaser for damages because of defects, whether known or
      unknown,  or latent, with respect to the real property,
      improvements or the personal property, (f) the financial condition or
      prospects of the Property or the Tenants and (g) the compliance or lack
      thereof of the real property or the improvements with governmental
      regulations, it being the express intention of the Corporation and 91 Hill
      Avenue, LLC, Horne and Susott that the Property will be conveyed and
      transferred to Horne and Susott and 91 Hill Avenue, LLC in its present
      condition and state of repair, “As Is” and “Where Is” with all
      faults.  91 Hill Avenue, LLC, Horne and Susott acknowledge and
      agree that there are no oral agreements, warranties or representations,
      collateral to or affecting the Property, by the Corporation or any agent
      or representative thereof.  

                


        

      

    

    
      
        	
                3.3

              	
                Release of the
      Corporation.  Horne and Susott and 91 Hill Avenue, LLC,
      on behalf of themselves and each of their partners, officers, agents,
      controlling persons and affiliates, hereby releases the Corporation from
      any and all liability, responsibility, responsibility and claims arising
      out of or related to the condition (including the presence in the soil,
      air, structures and surface and subsurface waters, of hazardous substances
      that have been or may in the future be determined to be toxic, hazardous,
      undesirable or subject to regulation and that may need to be specially
      treated, handled and/or removed from the Property under current or future
      federal, state or local laws, regulations or guidelines, valuation,
      salability or utility of the Property, or its suitability for any purpose
      whatsoever except to the extent that such responsibility or liability is
      the result of the material inaccuracy of the Corporation’s representations
      in Article 5 of this
Agreement.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ARTICLE 4.  INTERIM
OPERATING COVENANTS

    The
Corporation covenants to 91 Hill Avenue, LLC,  Horne and Susott that
it will:

    
      
        	
                 
      

              	
                a.

              	
                Operations.  From
      the Effective Date until Closing Date, continue to operate, manage and
      maintain the Improvements in the ordinary course of the Corporation’s
      business and substantially in accordance with the Corporation’s present
      practice, subject to ordinary wear and tear and further subject to the
      terms of this Agreement.

              


      

    

    
      
        	
                 
      

              	
                b.

              	
                Maintain
      Insurance.  From the Effective Date until the Closing
      Date, maintain fire and extended coverage insurance on the Improvements
      which is at least equivalent in all material respects to the Corporation’s
      current policies covering the Improvements as of the Effective Date of
      this Agreement.

              


      

    

    
      
        	
                 
      

              	
                c.

              	
                Personal
      Property.  From the Effective Date until the Closing
      Date, not transfer or remove any personal Property from the Improvements
      except for the purpose of repair or replacement thereof.  Any
      items of Personal Property replaced after the Effective Date will be
      installed prior to the Closing Date and will be substantially similar
      quality of the item of Personal Property being
  replaced.

              


      

    

    
      
        	
                 
      

              	
                d.

              	
                Government
      Regulations.  From the Effective Date until the Closing
      Date, the Corporation will not knowingly take any action that it knows
      would result in a failure to comply in all material respects with all
      Governmental Regulations applicable to the
  Property.

              


      

    

    
      	
               
      

            	
              e.

            	
              Leases.  From
      the Effective Date until the Closing Date, the Corporation will not enter
      into any new lease for more than fifty percent (50%) of the rentable space
      without the prior written consent of Horne and Susott, which consent shall
      not be unreasonably withheld, delayed or conditioned, and will be deemed
      given unless written objections thereto is given within two (2) business
      days after receipt of the relevant information from the
      Corporation.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              f.

            	
              Notices.  To
      the extent received by the Corporation, from the Effective Date until the
      Closing Date, the Corporation shall deliver to Horne and Susott copies of
      written default notices, notices of lawsuits and notices of violations
      affecting the Property.

            


    

    


    ARTICLE 5.  REPRESENTATIONS
AND WARRANTIES.

    
      
        	
                5.1

              	
                Corporation’s
      Representatives and Warranties.  The following constitute
      the sole representations and warranties of the
      Corporation.  Subject to the limitations set forth in Article 3
      of this Agreement, the Corporation represents and warrants to Horne and
      Susott the following as of the Effective
Date:

              


      

    

    
      
        	
              	
                a.

              	
                Status.  The
      Corporation is a Delaware corporation duly organized and existing under
      the laws of the State of
Delaware.

              


      

    

    
      
        	
              	
                b.

              	
                Authority.  The
      execution and delivery of this Agreement and the performance of the
      corporation’s obligations hereunder have been or will be duly authorized
      by all necessary action on the part of the Corporation, and this Agreement
      constitutes the legal, valid, and binding obligation of the Corporation,
      subject to equitable principles and principles governing creditors’ rights
      generally.

              


      

    

    
      
        	
              	
                c.

              	
                Non-Contravention.  The
      execution and delivery of this Agreement by the Corporation and the
      performance of the Corporation’s obligations under this Agreement will not
      violate any judgment, order, injunction, decree, regulation or ruling of
      any court or Authority or conflict with, result in a breach of, or
      constitute a default under the organizational documents of the
      Corporation, any note or other evidence of indebtedness, any mortgage,
      deed of trust or indenture, or any lease or other material agreement or
      instrument to which the Corporation is a party or by which it is
      bound.

              


      

    

    
      
        	
              	
                d.

              	
                Suits and
      Proceedings.  To the best of the Corporation’s knowledge
      as of the Effective Date, there are no legal actions, suits or similar
      proceedings pending and served or threatened against the Corporation
      relating to the Property or the Corporation’s ownership or operation of
      the Property, which are not adequately covered by insurance or, if
      adversely determined, would materially adversely affect the value of the
      Property, the continued operations thereof or the Corporation’s ability to
      perform it’s obligations under this
Agreement.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              e.

            	
              No
      Violations.  To the best of the Corporation’s knowledge,
      the Corporation has not received prior to the Effective Date any written
      notification from an Authority (i) that the Real Property and Improvements
      thereon is in violation of any applicable fire, health, building, use,
      occupancy or zoning laws or (ii) that any work is required to be done to
      the Real Property and Improvements thereon where such work remains
      outstanding and, if unaddressed would have a material adverse affect on
      the Property or use of the Property as currently
  operated.

            


    

    


    
      	
              5.2

            	
              Transferees’
      Representations and
Warranties.

            


    

    
      	
               
      

            	
              a.

            	
              Authority.  The
      execution and delivery of this Agreement and the performance of
      Tranferees’ obligations hereunder have been or will be duly authorized by
      all necessary action on the part of Transferees and their owners and or
      beneficiaries and this Agreement constitutes the legal, valid, and binding
      obligation of the Transferees, subject to equitable principles and
      principles governing creditors’ rights
  generally.

            


    

    
      	
               

               
      

            	
              b.

            	
              Non-Contravention.  The
      execution and delivery of this Agreement by the Transferees and the
      consummation by the Transferees of the transaction contemplated hereby
      will not violate any judgment, order, injunction, decree, regulation or
      ruling of any court or Authority or conflict with, result in a breach of,
      or constitute a default under the organizational document of either of the
      Transferees, any note or other evidence of indebtedness, any mortgage,
      deed of trust or indenture, or any lease or other material agreement or
      instrument to which the Transferees, individually or collectively, is a
      party or by which it/they are
bound.

            


    

    


    ARTICLE
6.  CLOSING

    
      	
              6.1

            	
              Closing.  The
      Closing of the transfer of the Property by the Corporation to the
      Transferees will occur on the Closing Date.  At Closing, the
      events set forth in this Article 6 will occur, it being understood that
      the performance or tender of performance of all matters set forth in this
      Article 6 are mutually concurrent conditions which may be waived by the
      party for whose benefit they are
intended.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                6.2

              	
                Corporation’s Closing
      Obligations.  Corporation, at its sole cost and expense,
      will deliver:

              


      

    

    
      
        	
              	
                a.

              	
                A
      special warranty deed duly executed and acknowledged by the Corporation
      conveying to Transferees the Real Property and the Improvements subject
      only to the Permitted Exceptions, which Deed shall be delivered to
      Transferees by the Title Company or Law Firm agreeing to cause same to be
      recorded in the Official
Records;

              


      

    

    
      
        	
              	
                b.

              	
                The
      General Conveyance duly executed by the
  Corporation;

              


      

    

    
      
        	
              	
                c.

              	
                The
      Tenant Notice Letters, duly executed by the
  Corporation;

              


      

    

    
      
        	
              	
                d.

              	
                Evidence
      reasonably satisfactory to Title Company and Transferees that the person
      executing the Closing documents on behalf of the Corporation has full
      right, power and authority to do
so;

              


      

    

    
      
        	
              	
                e.

              	
                The
      Personal Property;

              


      

    

    
      
        	
              	
                f.

              	
                All
      original Licenses and Permits, Tenant Leases, and Service Contracts in the
      Corporation’s possession and
control;

              


      

    

    
      
        	
              	
                g.

              	
                Such
      other documents as may be reasonably necessary or appropriate to effect
      the consummation of the transactions which are the subject of this
      Agreement.

              


      

    

    


    
      	
              6.3 

            	
              Horne’s Obligations
      Upon Closing.

            


    

    


    (a)  Upon
Closing, at its sole cost and expense, Horne shall submit to the Corporation and
cause to be recorded Notice of Satisfaction of the secured debt evidenced by the
Mortgage Note, a copy of which is attached as Exhibit __ and incorporated
herein.

    


    (b)  Upon
closing, at its sole cost and expense, Horne shall submit to the Corporation
evidence of the satisfaction of the unsecured debt in the amount of Two Hundred
Fifty Thousand Dollars ($250,000.00) evidenced by a Promissory Note dated _____
and attached as Exhibit ___ hereto and incorporated herein


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              6.4

            	
              Susott’s Obligations
      Upon Closing.  Upon Closing, at its sole cost and
      expense, Susott  shall submit to the Corporation and cause to be
      recorded Notice of Satisfaction of the secured debt evidenced by the
      Mortgage Note, a copy of which is attached as Exhibit __ and incorporated
      herein.

            


    

    


    
      	
              6.5

            	
              Taxes.  The
      Corporation has paid all State and Local Property taxes to which the
      Property is subject through the date of Closing.  All taxes
      which are either billed or accrue subsequent to the Closing Date shall be
      the responsibility of the
Transferees.

            


    

    


    
      	
              6.6

            	
              Delivery of Real
      Property.  Upon completion of the Closing, the
      Corporation will deliver to the Transferees possession of the Real
      Property and Improvements thereon, subject to the Tenant Leases and
      Permitted Exceptions.

            


    

    


    
      	
              6.7

            	
              Costs of Title Company
      and Closing Costs.  Costs of the title Company or Law
      Firm and other closing costs incurred in connection with the Closing will
      be allocated as follows:

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Corporation will pay (i) all premium and other costs for the Title Policy
      and any endorsements, except the portion thereof payable by Transferees
      pursuant to this Article 6, (ii) the costs associated with any
      modifications, updates or recertification of the existing survey, (iii)
      the Corporation’s attorney fees, (iv) one half (1/2) of the Title
      Company’s closing fees, if any, (v) all recording fees, and (vi) the
      documentary fee payable at the time of recording the
  Deed.

            


    

    
      	
               
      

            	
              b.

            	
              Any
      other costs and expenses of Closing not specifically stated in (a) above
      shall be split evenly by the Corporation and the
    Transferees.

            


    

    


    ARTICLE
7.  CONFIDENTIALITY

    The
Corporation and Transferees each expressly acknowledge and agree that, unless
and until the Closing occurs, the transactions contemplated by this Agreement
and the terms, conditions, and negotiations concerning the same will be held in
the strictest confidence by each of them and will not be disclosed by any of
the, except to their respective legal counsel, accountants, consultants,
officers, investors, clients, partners, directors, and shareholders, and except
and only to the extent that such disclosure may be necessary for their
respective performances hereunder or as otherwise required by applicable
law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ARTICLE
8.  REMEDIES

    8.1  Default by
Corporation.  In the event the Closing of the transaction
contemplated herein does not occur as herein provided by reason of any default
of the Corporation, Transferees may, as Transferees’ sole and exclusive remedy
seek to enforce specific performance of the Agreement.  Transferees
hereby waive all other remedies, including without limitation, consequential or
punitive damages.  Notwithstanding the foregoing, nothing contained in
this Section 8.1 will
limit Transferees remedies at law, in equity, or as herein provided in the event
of a breach by the Corporation of any of the Closing Surviving obligations after
Closing or the Termination Surviving Obligations after termination.

    8.2  Default by
Transferees.

    In the
event the Closing of the transaction contemplated herein does not occur as
herein provided by reason of any default of the Transferees, the Corporation
may, as the Corporation’s  sole and exclusive remedy seek to enforce
specific performance of the Agreement.  The Corporation hereby waives
all other remedies, including without limitation, consequential or punitive
damages.  Notwithstanding the foregoing, nothing contained in this
Section 8.2 will limit the Corporation’s remedies at law, in equity, or as
herein provided in the event of a breach by the Transferees of any of the
Closing Surviving obligations after Closing or the Termination Surviving
Obligations after termination.

    


    
      	
              8.3

            	
              Consequential and
      Punitive Damages.  Each of the Corporation and
      Transferees waive any right to sue the other for any consequential or
      punitive damages for matters arising under this Agreement.  This
      Section 8.3 shall survive Closing or termination of this
      Agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
9.  NOTICES.

    All
notices or other communications required or permitted hereunder will be in
writing, and will be given by personal delivery, overnight delivery service with
proof of delivery, United States mail, postage prepaid, registered or certified
mail, return receipt requested or facsimile with confirmation of delivery , sent
to the intended addressee at the address set forth below, or to such other
address or to the attention of such other person as the addressee will have
designated by written notice sent in accordance herewith and will be deemed to
have been given either at the time of receipt by the addressee, except that
delivery shall be considered complete upon the second attempt to deliver by any
overnight delivery service or by the United States Postal
Service.  The addresses for notices given pursuant to this Agreement
will be as follows:

    


    
      
        	
                Corporation:

              	
                Horne
      International, Inc.

              
	 
      	
                Attn:  General
      Counsel

              
	 
      	
                3975
      University Drive

              
	 
      	
                Suite
      100

              
	 
      	
                Fairfax,
      VA 22030

              
	 
      	
                Facsimile:
      (703)641-0440

              


      

    

    


    
      
        
          	
                  Susott
      Family Limited Partnership:

                
	 
      	
                  Attn:  Evan
      Auld-Susott

                
	 
      	
                  4267
      Marina City Drive, #1106

                
	 
      	
                  Marina
      Del Ray, CA 90292

                


        

      

    

    


    Darryl K.
Horne:

    


    
      
        	
                91
      Hill Avenue, LLC:

              	
                Attn:  Darryl
      K. Horne

              
	 
      	
                3975
      University Drive

              
	 
      	
                Suite
      100

              
	 
      	
                Fairfax,
      VA 22030

              
	 
      	
                Facsimile:  (703)641-0440

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE 10.  ASSIGNMENT AND
No party to this Agreement shall have the right to assign this Agreement
without the prior written consent of the non-assigning
parties.  Notwithstanding the foregoing, the Parties hereto may each
assign its rights under this Agreement to an Affiliate of such assigning party
without the consent of the non-assigning party, provided that any such
assignment does not relieve the assigning party of its obligations
hereunder.  This Agreement will be binding upon and inure to the
benefit of  the Corporation and Transferees and their respective
successors and permitted assigns, and no other party will be conferred any
rights by virtue of this Agreement or be entitled to enforce any of the
provisions hereof.

    


    ARTICLE
11.  MISCELLANEOUS

    
      	
              11.1

            	
              Waivers.  No
      waiver of any breach of any covenant or provisions contained herein will
      be deemed a waiver of any preceding or succeeding breach thereof , or of
      any other covenant or provision contained herein.  No extension
      of time for performance of any obligation or act will be deemed an
      extension of the time for performance of any other obligation or
      act.

            


    

    


    
      	
              11.2

            	
              Time of
      Essence.  The Parties hereby acknowledge and agree that
      time is strictly of the essence with respect to each and every term,
      condition, obligation and provision
hereof.

            


    

    


    
      	
              11.3

            	
              Headings.  Headings
      at the beginning of each article and section are solely for the
      convenience of the parties and are not a part of this
      Agreement.

            


    

    


    
      	
              11.4

            	
              Counterparts.  To
      facilitate execution of this Agreement, this Agreement may be executed in
      multiple counterparts, each of which, when assembled to include an
      original or faxed signature for each party contemplated to sign this
      Agreement, will constitute a complete and fully executed
      Agreement.  All such fully executed original or faxed
      counterparts will collectively constitute a single
    agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              11.5

            	
              Severability.  If
      any term or other provision of this Agreement is invalid, illegal, or
      incapable of being enforced by any rule of law or public policy, all of
      the other conditions and provisions of this Agreement will nevertheless
      remain in  full force and effect, so long as the economic or
      legal substance of the transactions contemplated hereby is not affected on
      any adverse manner to any party.  Upon such determination that
      any term or other provision is invalid, illegal or incapable of being
      enforced, the parties hereto will negotiate in good faith to modify this
      Agreement so as to reflect the original intent of the parties as closely
      as possible in an acceptable manner to the end that the transactions
      contemplated hereby are fulfilled to the greatest extent
      possible.

            


    

    


    
      	
              11.6

            	
              Entire
      Agreement.  This Agreement is the final expression of,
      and contains the entire agreement between the parties with respect to the
      subject matter hereof, and supersedes all prior understandings with
      respect thereto.  This Agreement may not be modified, changed,
      supplemented or terminated, nor may any obligations hereunder be waived,
      except by written instrument, signed all parties
  hereto.

            


    

    


    
      	
              11.7

            	
              Governing
      Law.  This Agreement will be construed, performed and
      enforced in accordance with the laws of the State of
    Florida.

            


    

    


    
      	
              11.8

            	
              Further
      Actions.  The parties agree to execute such instructions
      to the Title Company or Law Firm and such other instruments and to do such
      further acts as may be reasonably necessary to carry out the provisions of
      this Agreement.

            


    

    


    
      	
              11.9

            	
              Limitation on
      Benefits.  It is the explicit intention of the
      Corporation and Transferees that no person or entity other than the
      Corporation and Transferees and their permitted successors and assigns is
      or shall be entitled to bring any action to enforce any provision of this
      Agreement against any of the parties hereto, and the covenants,
      undertakings, and agreements set forth in this Agreement shall under any
      circumstances whatsoever be deemed or construed or be interpreted as
      making any third party a beneficiary of any term or provision of this
      Agreement or any instrument or document delivered pursuant hereto, and the
      Corporation and Transferees expressly reject any such intent, construction
      or interpretation of this
Agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    HORNE
INTERNATIONAL, INC.

    
       

      
        
          	
                  /s/ Paige Shannon

                
	
                  Signature

                


        

      

      


      
        
          	
                  By:

                	
                  Paige Shannon, Corporate
      Secretary

                
	
                  Printed
      Name and Title

                


        

      

      


      
        
          	
                  Date:

                	
                  August 6,
2009

                


        

      

      


      91 HILL
AVENUE, LLC

      


      
        
          
            	
                    /s/
      Evan Auld Susott

                  
	
                    Signature

                  


          

        

      

      


      
        
          
            	
                    By: 

                  	
                    Evan
      Auld Susott

                  
	
                    Printed
      Name and Title

                  


          

        

      

      


      
        
          	
                  Date:

                	
                  6/19/2009

                


        

      

      


      SUSOTT
FAMILY TRUST LIMITED PARTNERSHIP

      


      
        
          
            
              	
                      /s/
      Evan Ault Susott

                    
	
                      Signature

                    


            

          

        

      

      


      
        
          	
                  By: 

                	
                  Evan Auld Susott

                
	
                  Printed
      Name and Title

                


        

      

      


      
        
          	
                  Date:

                	
                  6/19/2009

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      DARRYL
      K. HORNE

                    
	 
      
	
                      /s/
      Darryl K. Horne

                    
	
                      Signature

                    


            

          

        

      

      


      
        
          	
                  By:

                	
                  Darryl K. Horne

                
	
                  Printed
      Name and Title

                


        

      

      


      
        
          	
                  Date:

                	
                  06/24/2009