STATE
      OF
      FLORIDA    COUNTY
      OF
      JACKSON

    CONFIDENTIAL
      (See Para.20)

    


    REAL
      ESTATE PURCHASE CONTRACT

    


    This
      Contract is made by and between Jackson County Development Council, Inc.
      (hereinafter referred to as "Purchaser"), and Michael Lister (individually,
      or
      their estate trustee(s) or guardian(s) as applicable), (hereinafter collectively
      referred to as "Seller").

    


    In
      consideration of the sum of Ten and no/100 ($10.00) Dollars, the covenants
      herein contained and for other good and valuable consideration, the sufficiency
      and receipt of which are hereby acknowledged, the parties agree as
      follows:

    


    1
      Purchase
      And Sale. Purchaser
      hereby agrees to buy and Seller hereby agrees to sell all that tract(s) and
      parcel(s) of unimproved land described as 5120 & 5110 Highway 273,
      Campbellton, Florida 32426 and lying in Jackson County, Florida, consisting
      of
      approximately 296 acres (plus/minus), and represented on Exhibit "A"
      (hereinafter called the "Property") attached hereto and incorporated herein
      by
      reference, subject to those matters set forth as title exceptions (hereinafter
      called the "Permitted Title Exceptions") on Exhibit "B" attached hereto and
      incorporated herein by reference. Seller makes no representation or warranty
      as
      to the amount of acreage contained within the property, except that Seller
      agrees to provide Purchaser, simultaneously with the execution of this Contract,
      with any boundary survey(s), R/W purchase or condemnation survey(s), easement
      purchase or condemnation survey(s), topographical survey(s) or any survey(s)
      or
      environmental testing report(s) whatsoever in Seller's possession. Except as
      otherwise expressly stated herein, the Property includes any residence(s),
      if
      any, the land and all plants, trees and shrubbery thereon.

    


    2
      Purchase
      Price. The
      total
      purchase price for the Property shall be Seven Thousand ($7,000.00) Dollars
      per
      acre, the "Purchase Price". The closing hereunder at this Purchase Price is
      contingent upon: title objections, if any, and inspection results pursuant
      to
      Paragraph 8, and any contingencies specified in Paragraph 10, contained
      herein.

    


    3
      Payment
      Of Purchase Price. The
      Purchase Price shall be paid as follows:

    


    (a)  Ten
      Thousand ($10,000.00) Dollars (the "Earnest Money"), delivered to the Seller's
      escrow agent within five (5) business days from date of Binding Agreement,
      an
      additional Twenty Thousand ($20,000.00) Dollars ("Additional Earnest Money")
      delivered to Seller's escrow agent 181 calendar days
      from
      date
of
      Binding Agreement and
      a
final
      payment of
      Thirty
Thousand
      ($30,000.00) Dollars ("Additional Earnest
      Money") delivered
      to Seller's
      escrow
      agent 366 calendar days from date
      of
      Binding Agreement.
      All
      Earnest
      Money paid under this Contract shall be applied to the purchase price at
      closing. All Earnest Money
      paid
      shall be considered non-refundable after
      satisfactory
      completion of 120 day inspection period (as outlined in Paragraph 8) and
Seller's
      escrow
      agent shall be authorized to
      deliver
      these funds to Seller upon payment, if Seller
      so
chooses.
      If
      Purchaser
      elects not to close, then
      the
      above
      funds shall
      be
      considered liquidated damages
      and
      Seller waives his
      right
      to specific performance.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)  The
      balance of
      the
      purchase price:
      At
      the date
      of
      Closing, pursuant
      to Paragraph 7
      herein,
      Purchaser
      shall pay to
      Seller
      in
      cash or
      cash
      equivalent or by wire transfer
      Federal
      Funds
      an
      amount
      equal to One
      Hundred
      (100%) percent of
      the
total
      Purchase Price herein,
      less all
      Earnest Money paid under this
      Contract.
      All pro-rations for real estate
      taxes
      and
      assessments, if any, required by this Contract shall be made against the cash
      payable at
      Closing.
      At Closing, Seller shall convey the Property.

    


    4
      Warranties
      of Seller. Seller
      hereby warrants, represents and
      covenants to
      purchaser that:

    


    (a)  So
      long
      as
      this
Contract
      remains
      in
      force,
      Seller will not encumber,
      lease or convey
      any
      portion
      of
      the
      Property or
      any
      right therein nor enter into
      any
      agreements or amendments
      to agreements granting
      to any person or
      entity
      any rights
      with
      respect to
      the
Property
      or
      any
      part
      thereof, including, but not limited to a
      Contract
      for Purchase and Sale, except
      only
      for
      matters that will be removed by Seller
      in
      ordinary course
      at
or
      before
      the closing of
      this
      sale, nor will Seller enter into any agreements
      or amendments
      to
      agreements diminishing
      or restricting the present use of the
      Property.
      Seller shall be
      allowed
      to
      remove
      his personal property
      at or prior to closing.

    


    (b)  There
      will be
      no
tenant,
      lessee
      or
other
      occupant of
      the
      Property
      (including any improvements thereon)
      having right or
      claim
to
      possession or use of the
      Property (or any such
      improvements)
      after the closing,
      except
      as
      set
      forth in the
      Permitted
      Title Exceptions;
      and possession of
      the
      Property
      shall be delivered by Seller
      to
Purchaser
      at
      the
      closing free of
      the
      rights or claims of any tenants, occupants or
      other
parties
      in possession
      of, or having
      or
      claiming any right to
      possession
      or use of,
      the
      Property,
      except for the Permitted Title
      Exceptions.

    


    (c) Seller
      also
      warrants that
      it
itself
      has not used, nor authorized nor affirmatively allowed
      the use
      of
      the Property,
      and
      to
      Seller's knowledge,
      without independent
      investigation
      or inspection of the Property or any records or files maintained in connection
      with the Property, the Property has not been used for the handling, treatment,
      storage, disposal or release of any hazardous materials or substances, including
      but not limited to, petroleum of any kind.

    


    5
      Title
      Objections.
      Any
      objections to Seller's title must be made in writing and delivered to Seller
      on
      or before 30 days prior to Closing Date. Defects in Seller's title arising
      between the date of such notice or the expiration of said title objection
      period, whichever is earlier, and closing shall be considered as separate
      objections. Seller shall have Ten (10) days after receipt of Purchaser's
      objections in which to cure any valid written objections to title other than
      the
      Permitted Title Exceptions and encumbrances which may be discharged by money
      payments at the time of closing. Any objection to Seller's title not raised
      as
      provided in this Paragraph 5 shall be deemed waived by Purchaser, providing
      Seller agrees to provide Purchaser, simultaneously with the execution of this
      Contract, with copies of any Deed(s) indicating present record ownership and/or
      any title policy(ies) in Seller's possession, and any Security Deed(s)
      outstanding.

    


    6
      Survey.
      Purchaser
      may elect, at its expense, to cause the Property to be surveyed by a Florida
      Registered Land Surveyor and shall provide a copy of said survey which will
      determine the actual acreage of said property along with an accurate metes
      and
      bounds description, to Seller upon completion. This Survey also shall be
      substituted for the tax parcel map(s), the survey plat(s) or the legal
      descriptions(s) used in Exhibit "A" herein and shall be the new Exhibit "A"
      attached hereto and made a part hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7
      Closing.
      

    


    (a)  Purchaser
      and Seller shall consummate and close the sale contemplated by this Contract
      on
      or before Five Hundred -
      Forty
      (545) calendar days from date of Binding Agreement. Such closing shall be at
      a
      place (within Jackson, Bay, or Suwannee County(ies), Florida) and at a time
      to
      be designated by Purchaser, at least Fifteen (15) calendar days before the
      scheduled closing.

    


    (b)  At
      the
      closing, Seller shall execute and deliver to Purchaser the following: (i) A
      Warranty Deed conveying good and marketable fee simple title to the Property,
      free and clear of all liens, restrictions and encumbrances and insurable as
      such
      by the title insurance company ("Purchaser's Title Insurer") chosen by Purchaser
      at its standard rates subject only to the Permitted Title Exceptions; (ii)
      A
      Quitclaim Deed pursuant to Paragraph 6, if required; (iii) A standard form
      of
      Owner's Affidavit reasonably acceptable to Purchaser's Title Insurer to insure
      Purchaser's title in the Property, subject to the Permitted Title Exceptions;
      (iv) An appropriate Florida Transfer Tax Declaration; (v) An appropriate Closing
      Statement; (vi) Appropriate Income Tax certifications required by Federal and/or
      State. 

    


    (c)  At
      the
      closing, Purchaser shall
      execute
      and deliver
      to
      Seller
      the
      following:
      (i)
      An
appropriate
      Closing
      Statement.

    


    (c)  All
      real
estate
      ad
      valorem taxes
      and
      annual special assessments and charges, if any, for
      the
calendar
      year of closing shall be pro-rated as of the day prior to
      closing.

    


    (d)  At
      the
      closing, Seller
      shall pay the following costs and expenses: (i) the
      fees
and
      expenses of
      Seller's
      attorneys; and (ii) any other costs and expenses actually incurred by
      Seller.

    


    (e)  At
      the
      closing,
      Purchaser shall pay the
      following
      costs and expenses:
      (i) all
      recording and filing
      fees (including
      documentary stamps on the deed and intangible taxes) for all recordable
      instruments
      executed and delivered at closing pursuant to
      the
terms
      hereof; (ii)
      any
      title
      examination fees
      or
      charges incurred by Purchaser; (iii) all premiums
      for
      any
      title insurance policies obtained by Purchaser; (iv)
      costs of
      any
boundary
      survey,
      topographical survey or environmental study(ies), etc. obtained by Purchaser
      in
      connection
      with this sale; (v)
      the
fees
      and
      expenses of Purchaser's attorneys; and, (vi)
      any
      other
      costs and expenses actually incurred by Purchaser.

    


    8
      Inspection.
      Commencing
      on the Binding Agreement date of this Contract and continuing as long
      as
      this
      Contract shall remain in force, Purchaser shall have the
      right
      to
go
      on
      the
      Property personally, or
      through
      agents, employees and contractors, for
      the
purposes
      of
      making
      boundary line
      and
      topographical surveys of same, soil tests and such other
      tests, analyses
      and investigations of the Property as
      Purchaser
      deems desirable. Purchaser shall pay all costs incurred for such surveys, tests,
      analyses and
      investigations.
      Purchaser's
      inspection(s)
      hereunder shall in no way constitute a waiver of Purchaser's right to
      rely
      on
      Seller's covenants, representations and warranties made in Paragraph 4 of this
      Contract. Purchaser shall hold Seller harmless against any
      liability,
      damage or expenses incurred by Seller by reason of Purchaser's exercise
of
      the
      rights granted under this Paragraph
      8. Such
      surveys, tests, analyses and investigations conducted by Purchaser hereunder
      are
      for
the
      purpose of determining the suitability of the Property for normal and customary
      development purposes. Purchaser shall have One Hundred
      -
Twenty
      (120) days
      to
inspect
      the Property and raise any objection(s) thereto. Any objection(s) pursuant
      to said inspection
      shall, in the sole discretion of Purchaser,
      be
      grounds to
      terminate this
      Contract.
      Should
      Purchaser choose to terminate this Contract
      pursuant
      to
      this
      Paragraph 8,
      he
      shall,
      no later
      than
      the
      expiration
      of the inspection period in this
      Paragraph,
      notify Seller
      of
his
      intention to do
      so
      and
      thereupon the Earnest Money paid to
      Seller's
      escrow agent shall be immediately returned to Purchaser and Purchaser shall
      deliver to Seller
      any
      written results of said inspection, to the extent in Purchaser's possession
      or
      control.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9
      Condition
      Of The Property. At
      the
      closing, Seller shall deliver to
      Purchaser
      possession
      of the
      Property in substantially the same condition as
      on
the
      date
      of
      Purchaser's execution
      of
      this
      Contract. If all or any material portion of
      the
Property
      shall he
      condemned,
      damaged
      or destroyed
      prior to
      closing,
      Purchaser may elect to (i)
      terminate
      this Contract, receiving a refund of the Earnest Money, or (ii) consummate
      this
      transaction and receive such condemnation award or insurance proceeds as may
      be
      paid or payable with respect to such taking, damage or destruction.

    


    10
      Commission.
      Purchaser and Seller hereby acknowledge that Prudential Jim Roberts Realty
      ("Broker") is acting as Purchaser's agent with a commission to be paid of zero
      (0) percent. Purchaser and Seller agree that there are no other brokers involved
      in the purchase and sale transaction contemplated under this Contract. Purchaser
      and Seller hereby agree to indemnify each other against, and to hold each other
      harmless from, any liability or claim (and all expenses, including attorneys'
      fees, incurred in defending any such claim or in enforcing this indemnity)
      for a
      real estate commission or any other compensation arising out of or in any way
      connected with any claimed agency relationship with the indemnitor and relating
      to this Contract or the purchase and sale of the Property.

    


    11
      Remedies
      Upon Default. If
      Seller
      is ready, willing and able to convey title to the Property in accordance with
      this Contract on the closing date and Purchaser is unwilling or unable to make
      the payments and take title as provided herein through no fault of Seller,
      or
      Purchaser is otherwise in default under this Contract, then Seller shall retain
      the funds mentioned in Paragraph 3 above as full liquidated damages and Seller
      shall seek no other legal remedies. If this contract shall fail to close because
      of Seller's default, Purchaser shall be immediately entitled to the return
      of
      all funds mentioned in Paragraph 3 above and/or any other legal remedies
      available, including specific performance.

    


    12
      Assignment.
      Purchaser and/or Seller may assign its rights or delegate its duties under
      this
      Contract without the express written permission of the other party, including
      any assignment and/or delegation by virtue of Purchaser's participating in
      a
      venture formed specifically for the acquisition, rezoning and development of
      the
      Property.

    


    13
      Contract
      Not To Be Recorded. Neither
      this Contract nor any affidavit regarding this Contract shall be recorded upon
      the public record.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    14
      Parties
      Bound.
      The
      provisions of this Contract shall inure to the benefit of and be binding upon
      the parties hereto and their respective heirs, successors and assigns and the
      legal representatives of their estates, as the case may apply.

    


    15
      Notices.
      Notices
      given pursuant to this Contract shall be in writing, delivered in person
      (effective upon delivery) or by United States Certified Mail (effective three
      (3) days after the date of postmark), Return Receipt Requested, postage fully
      prepaid, addressed to the mailing addresses shown on the signature pages
      hereof.

    


    16
      Entire
      Agreement.
      This
      Contract constitutes the entire agreement between the parties hereto and it
      is
      understood and agreed that all undertakings and agreements heretofore had
      between the parties are merged herein. This Contract may not be changed orally
      and no right or condition may be waived, but only by an agreement in writing
      signed by Purchaser and Seller.

    


    17
      Time
      Of Essence. Time
      is
      of the essence of this Contract.

    


    18
      Counterparts.
      This
      Contract shall be executed in several counterparts, each of which shall be
      enforceable as an original.

    


    19
      Date
      For Performance.
      If the
      time period
      by
      which any right,
      option
      or
election
      provided under
      this Contract must he exercised, or by which any act required hereunder
must
      be
performed,
      or
      by
which
      the
      closing must be held, expires on
      a
      Saturday, Sunday or legal
      holiday,
      (except as specifically provided in this Contract elsewhere to
      the
contrary)
      such
      time
      period shall be
      automatically
      extended through the
      close
      of
business
      on
      the
      next
regular
      business
      day.

    


    20
      Confidentiality.
      Seller
and
      Purchaser and Broker hereby
      agree that
      the
      provisions
      herein are
      confidential
      and sensitive in
      nature
      and, therefore, all parties agree
      not
      to disclose any pertinent
      information
      contained herein to any
      outside party
      for
any
      reason
      whatsoever except
      for purposes of examining title, obtaining a
      survey,
performing
      inspections
      and obtaining
      the rezoning, hereunder.

    


    21
      Governing
      Law.
      This
Contract
      and
      the
      sale made
      hereunder
      shall be
      governed by
      the
      laws
      of the State of Florida.

    


    22
      Special
      Stipulations.

    


    
      	A.  	
              Seller
                shall deliver
                to Purchaser copies of
                all existing
                surveys
                for subject property
                within 10
                business days
                of date of Binding
                Agreement.

            


    

    


    
      	B.  	
              Purchaser
                shall
                deliver to
                Seller
                copies
                of all
                investigative
                reports,
                maps, and
                drawings as they
                are performed and delivered to
                Purchaser.

            


    

     

    
      	C.  	
              
                Seller
                  shall retain all
                  farm/crop
                  bases.

              

            

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	D.  	
              Seller's
                crops shall be honored through
                harvest or, if
                closing occurs
                while
                crops still
                exist,
                Seller shall
                be compensated for same.
                Crop
                value
                shall be determined
                by
                an
                independent appraiser.

            


    

    


    
      	E.  	
              Should
                Purchaser choose to annex subject
                property into
                the city of Campbellton, Florida, Seller shall cooperate fully with
                said
                annexation.

            


    

    


    
      	F.  	
              Purchase
                shall be contingent
                on
                Purchaser
                obtaining written approval
                from the Jackson
                County
                Board
                of Commissioners to
                change the Jackson County Comprehensive
                Land Use Plan for subject property to
                industrial
                use.

            


    

     

    
      	G.  	
              Purchase
                shall be
                contingent on
                Purchaser obtaining suitable
                financing
                for the
                project.

            


    

     

    
      	H.  	
              IN
                WITNESS WHEREOF, the parties hereto have caused their hands and seals
                to
                be affixed by their duly authorized corporate officers, agent, guardian
                or
                trustees, as the case may be, on the day and year
                indicated.

            


    

    


    This
      offer to be open for acceptance until 5:00 pm - June 19,
      2007.
      was
      7/3/07

    


    MAILING
      ADDRESSES:

    


    SELLER:

    Michael
      Lister

    
      	 	 	 	 
	/s/ Michael
              Lister	 	 	
            
	
              
Campbellton,
              Florida 32426	 	 	
            


    

     

    By:
      ____________________________________ (SEAL)

        
      ____________________________________ 

     

    Date:
      June
      8, 2007   

    


    PURCHASHER:

    Jackson
      County Development Council, Inc.

     

    Marianna,
      Florida

     

    
      	 	 	 	 
	By:
              /s/ W.R.
              Stanton, Jr. (SEAL)	 	 	
            
	
              
                
W.R.
                Stanton, Jr.

            	 	 	
            


    

     

    Phone:
      (850)
      526-4005 

    Fas:
      (850)
      526-4008  

    Date:
      July
      3, 2007  

    


    
      
        	 	Binding Agreement Date:
	Attachments:	July 3,
                2007