**Exhibit
        10.1**
 **REAL
        ESTATE PURCHASE AGREEMENT**
 
 
 THIS
        REAL
        ESTATE PURCHASE AGREEMENT****(this "Agreement") is made and
        entered into as of the Effective Date (as hereinafter defined), by and between
        **WATERTOWER BUSINESS PARK, LLC**, a Florida limited liability
        company (the "Seller"), and **FLORIDA PUBLIC UTILITIES COMPANY,**a
        Florida corporation ("Purchaser").
 
 
 W
        I T N E
        S S E T H:
 
 
 **WHEREAS,**Seller is the fee simple owner of a certain parcel of improved real
        property located in Palm Beach County, Florida, defined herein as the "Real
        Property", together with certain other rights and interests, all of which
        are
        collectively defined herein as the "Property"); and
 
 **WHEREAS,**Seller desires to sell to Purchaser, and Purchaser desires to purchase
        from Seller, the Property upon the terms and conditions hereinbelow set
        forth.
 
 **NOW,
        THEREFORE**,****for and in consideration of the
        payment of TEN and No/100 Dollars ($10.00) in hand paid by Purchaser to Seller,
        the mutual covenants, premises, and agreements herein set forth, and for
        other
        good and valuable consideration, the receipt, adequacy and sufficiency of
        which
        are hereby expressly acknowledged by the parties hereto, the Seller agrees
        to
        sell, and the Purchaser agrees to purchase, the Property, in accordance with
        the
        following terms and provisions:
 
 1.           **Recitals****.**The
        foregoing recitals are true and correct and are incorporated herein by this
        reference.
 
 2.           **Real
        Property; Property**.
 
 A.           The
        Property, which is to be purchased by Purchaser and conveyed by Seller in
        accordance with the terms of this Agreement, includes the Real Property (as
        defined in subsection B) together with the other rights and interests described
        in subsection C, all of which shall be collectively referred to herein as
        the
        "Property".
 
 B.           The
        real property interests that constitute a part of the Property include the
        following (which shall be collectively referred to herein as the "Real
        Property"):
 
 i.           The
        lands described on **Exhibit "A"** attached hereto and by
        this reference made a part hereof (the "Land"), said Land being approximately
        6.22 +/- acres.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 1
  ii.           all
        tenements, hereditaments and appurtenances relating to the Land or the
        Improvements, including all air, surface, subsurface, mineral and riparian
        rights;
 
 iii.           all
        right, title and interest of Seller in any street, road, alley or avenue
        adjoining the Land to the center line thereof;
 
 iv.           all
        of Seller's right, title and interest in any strip, hiatus, gore, gap or
        boundary adjustment area adjoining or affecting the Land.
 
 C.           The
        Property also includes the following rights and interests:
 
 i.           all
        permits, approvals, authorizations and licenses relating to or affecting
        any of
        the Real Property which Purchaser approves;
 
 ii.           all
        land use, development and concurrency reservations and/or entitlements, utility
        capacity and reservations;
 
 iii.           all
        transferable warranties relating to work done or materials provided to the
        Real
        Property or improvements thereon;
 
 iv.           any
        and all leases encumbering the Real Property, if any.  Notwithstanding
        the foregoing, it is the intent of Purchaser that the Property will be conveyed
        to Purchaser free and clear of any leases;
 
 v.           any
        and all service or maintenance agreements that Purchaser elects to have assigned
        to it at Closing.
 
 vi.           all
        rights and interests of Seller, if any, with respect to use of the adjoining
        railroad lines.
 
 D.           Notwithstanding
        subparagraphs A, B and C above, Purchaser acknowledges and agrees that the
        Property does not include any interest of the Seller in the real property
        located adjacent to the northern boundary of the Land that lies within the
        Plat
        of 1100 Commerce Park, Plat Book 98, Page 60 of the Public Records of Palm
        Beach
        County, Florida (the “1100 Commerce Property”).
 
 3.           **Purchase
        Price and Earnest Money**.
 
 A.           The
        purchase price to be paid by Purchaser to Seller for the Property (hereinafter
        referred to as the "Purchase Price") shall be Three Million Four Hundred
        Forty-Three Thousand One Hundred Twenty-Five and No/100 DOLLARS ($3,443,125.00),
        subject to adjustments and prorations as set forth herein.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 2
  B.           On
        or before FIVE (5) business days after the Effective Date, Purchaser shall
        deposit in trust with Akerman Senterfitt (the "Escrow Agent"), an earnest
        money
        deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00)
        (the "Initial Deposit").  If Purchaser does not elect to terminate
        this Agreement during the Due Diligence Period (as that term is defined below),
        Purchaser shall, within FIVE (5) business days after the expiration of the
        Due
        Diligence Period, deposit with the Escrow Agent an additional earnest money
        deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00)
        (the "Additional Deposit").  The Initial Deposit, the Additional
        Deposit, and any other amounts or sums deposited with the Escrow Agent pursuant
        to the terms hereof, along with any interest accruing on any of the foregoing,
        are collectively referred to herein as the "Earnest Money".  Except as
        otherwise provided herein, the Earnest Money shall be paid over to Seller
        and
        credited against the Purchase Price (as hereinafter defined) at the consummation
        of the sale by Seller and the purchase by Purchaser of the Property in
        accordance with the terms and provisions of this Agreement (herein referred
        to
        as the "Closing").
 
 C.           Payment
        of Balance of Purchase Price.  The full Earnest Money shall be
        credited to the Purchaser at Closing. The balance of the Purchase Price (meaning
        the Purchase Price, less the Earnest Money) shall be paid by Purchaser to
        Seller
        at Closing in cash, by certified or cashier's check subject to appropriate
        credits, or by electronic bank wire transfer, with adjustments and prorations
        as
        provided herein below.
 
 4.           **Access
        to Real Property and Information by Purchaser Prior to
        Closing****.**
 
 A.           Access
        to Real Property.  Purchaser shall at all times before Closing
        have the right and privilege of entering upon the Real Property with its
        agents,
        contractors and engineers to inspect, examine, survey and otherwise undertake
        those actions which Purchaser, in its sole discretion, deems necessary or
        desirable to determine the suitability of the Real Property for Purchaser's
        intended uses (the "Inspection Right").  The Inspection Right shall
        include, without limitation, the right to make surveys, soils tests and borings,
        percolation tests, compaction tests/assessments, environmental tests and
        tests
        to obtain any other information relating to the surface, subsurface and
        topographic conditions of the Real Property.
 
 B.           Delivery
        of Information Relating to Real Property.  Within Five (5) days of
        the Effective Date, Seller shall deliver to Purchaser all environmental site
        assessments; hazardous waste reports; engineering or drainage plans; drawings;
        surveys; plats; site plans; title commitments and policies; soils or
        geotechnical reports; letters or notices from any governmental agencies or
        departments regarding utilities, permits, code violations, or other matters;
        copies of all service contracts, management or maintenance agreements affecting
        the Property; all correspondence with state or local government agencies
        or
        departments regarding the Real Property, zoning, proof of zoning and documentary
        evidence of the existing land use plan designations; concurrency vesting
        certificates; artists' renderings; and economic and financial studies which
        Seller has, if any, relating to the Property.  All such information
        shall be collectively referred to herein as the "Disclosure Information"
        and may
        be used by Purchaser in such manner as it desires.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 3
 
 5.           **Survey
        and Title Matters****.**
 
 A.           Survey.  Purchaser
        may, at its cost, within the Due Diligence Period obtain a current survey
        of the
        Real Property prepared by a registered surveyor, licensed in the State of
        Florida ("Survey").  The Survey shall identify the boundaries of the
        Real Property and locate all improvements situated upon the Real Property
        and
        shall (at Purchaser's option) locate and identify with the relevant recording
        information all utility lines and access, easements, streets, rights-of-way
        and
        other man-made objects; and locate all other matters not of record which
        are
        ascertainable by a visual inspection of the Real Property; provide the precise
        acreage of the Real Property; and show such other matters thereon as Purchaser
        may elect.  The Survey shall be certified to the Purchaser, Seller,
        Escrow Agent, Purchaser's attorney and the Title Company (as defined below),
        and
        shall certify that such Survey was prepared in accordance with the minimum
        technical requirements and standards promulgated by the Florida Board of
        Professional Surveyors and Mappers, Chapter 61G17-6 of the Florida
        Administrative Code and Section 427.027 of the Florida Statutes (or such
        higher
        standards as Purchaser may elect).  The Survey shall, at Purchaser's
        option, also contain such other matters as are required by the Purchaser
        or the
        Title Company.  The Survey may include a certification setting forth
        the number of square feet situated within the perimeter of the Real
        Property.
 
 B.           Title
        Insurance.  On or before Fifteen (15) days after the Effective
        Date, Seller shall obtain and deliver to Purchaser a commitment for an owner's
        policy of title insurance without standard or general exceptions covering
        the
        Property and covering, as insured easements, any common area tracts ("Common
        Areas") and easements benefiting the Property or the Common Areas as shown
        on
        the Plat (as that term is defined below) ("Title Commitment") from a title
        company reasonably satisfactory to Purchaser ("Title Company").  The
        Title Commitment shall be in the amount of the Purchase Price, effective
        as of a
        date not more than twenty (20) days prior to the Effective Date, and shall
        have
        attached to it full size legible (or stamped best available) copies of the
        (1)
        vesting deed, (2) all documents listed as exceptions in Schedule B-II of
        the
        Title Commitment, (3) the plat recorded in Plat Book 85, Page 163 of the
        Public
        Records of Palm Beach County, Florida (the "Plat"), and (4) all documents
        referenced on the Plat that have been recorded in the Public Records
        of  Palm Beach County, Florida.
 
 C.           At
        Closing and as a condition to Purchaser's obligation to pay the Purchase
        Price
        and otherwise close the transaction contemplated hereby, the Title Company
        shall
        irrevocably commit to the issuance of an ALTA Owners Policy of Title Insurance
        (10/17/92) (with Florida Modifications) (hereinafter, the "Title Policy")
        in the
        amount of the Purchase Price, insuring fee simple title to the Property in
        Purchaser, in conformity with the Title Commitment, subject only to the
        Permitted Exceptions (as defined herein).  In no event shall the Title
        Policy be subject to the standard or general
        exceptions.  Notwithstanding the foregoing, Purchaser shall be
        responsible for furnishing the Title Company with a survey acceptable to
        the
        Title Company for the purposes of deleting the standard or general exceptions
        for matters which would be disclosed by an accurate survey and inspection
        of the
        Property.  Purchaser shall pay the sum of $5,000.00 towards the cost
        of the Title Policy, the balance shall be paid by Seller.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 4
  D.           Title
        and Survey Objection.  Prior to the expiration of the Due
        Diligence Period, Purchaser shall provide Seller with notice (hereinafter
        the
        "Title Defects Notice") of any matters set forth in the Title Commitment
        or
        Survey which are unacceptable to Purchaser ("Title Defects").  Any
        matters set forth in the Title Commitment or Survey to which Purchaser does
        not
        timely object shall be referred to collectively herein as the "Permitted
        Exceptions."  It is specifically understood and agreed that Purchaser
        hereby objects to and will require the removal, satisfaction, correction
        or
        deletion of (i) all requirements set forth on Schedule B-I of the Title
        Commitment, (ii) all standard and general exceptions set forth in the Title
        Commitment; (iii) any gap, overlap, boundary dispute, hiatus or encroachment
        identified on the Survey which affects the Property or any adjacent properties;
        (iv) any mortgages or other monetary liens encumbering all or any portion
        of the
        Property; and (v) rights of any tenants or other occupants of the Real Property
        or improvements thereon.  At Closing, Seller shall provide the Title
        Company with such affidavits or other documents as are necessary to enable
        the
        Title Company to remove the standard and general exceptions from the Title
        Policy.  Seller shall have Thirty (30) days after receipt of the Title
        Defects Notice from Purchaser within which to use its best efforts to cure
        such
        Title Defects to the satisfaction of the Purchaser and the Title Company;
        provided, however, that Seller shall not be obligated to expend more than
        Thirty-Five Thousand and No/100 Dollars ($35,000.00) to effectuate cure of
        the
        Title Defects (the "Cure Money").  In the event Seller, despite use of
        its best efforts, and despite actual documented expenditure of such portion
        of
        the Cure Money necessary to support its best efforts, fails to cure any Title
        Defect within such Thirty (30)-day period, then Purchaser may thereafter,
        at its
        option:
 
 i.           terminate
        this Agreement, whereupon the Earnest Money shall be promptly returned to
        Purchaser and the Agreement shall be deemed null and void and of no force
        and
        effect, and no party hereto shall have any further rights, obligations or
        liability hereunder;
 
 ii.           accept
        title to the Property subject to such Title Defects; provided, however, that
        Seller shall, until the Closing Date, continue to use its best efforts to
        cure
        such Title Defects, with Seller not being obligated to expend more than the
        total amount of the Cure Money in doing so.
 
 Notwithstanding
        anything to the contrary contained in this Agreement, Purchaser acknowledges
        that those items identified on **Exhibit “C”** attached
        hereto and made a part hereof shall not be the basis for a Title Defect Notice
        and shall be deemed Permitted Exceptions.
 
 6.           **Due
        Diligence Period****.**
 
 A.           Purchaser
        shall have Sixty (60) days from the date Seller delivers the Disclosure
        Information to determine, in Purchaser's sole and absolute discretion, whether
        or not the Property is suitable and satisfactory for Purchaser's intended
        use
        ("Due Diligence Period").  Purchaser may, at Purchaser's sole and
        absolute discretion, extend the Due Diligence Period up to an additional
        Thirty
        (30) days by providing written notice to Seller, prior to the expiration
        of the
        initial Thirty (30) days, of Purchaser's intent to extend the Due Diligence
        Period to conclude its inspection and analysis of the Property as herein
        provided.  If Purchaser so extends the Due Diligence Period, all
        references herein to "Due Diligence Period" shall refer to the Due Diligence
        Period as so extended and Purchaser shall pay to Seller at Closing, and in
        addition to the Purchase Price, the sum of $600.00 per day for each day that
        the
        Due Diligence Period is actually extended, up to the maximum Thirty (30)
        day
        extension provided herein ("Extra Charge").  If Purchaser elects to
        extend the Due Diligence Period as provided herein, and concludes its tests
        and
        examinations of the Property before expiration of the maximum Thirty (30)
        day
        extension period permitted above, Purchaser shall notify Seller of the date
        that
        Purchaser actually concluded the Due Diligence Period so that an accurate
        calculation of the Extra Charge can be made and paid over by Purchaser at
        the
        Closing (the "Due Diligence Termination Notice").  If Purchaser elects
        to extend the Due Diligence Period as permitted above, concludes the Due
        Diligence Period on or before (as evidenced by Due Diligence Termination
        Notice)
        expiration of the maximum Thirty (30) day period, and the Closing (as that
        term
        is defined below) occurs less that fifteen (15) days after expiration of
        the Due
        Diligence Period, then the Extra Charge shall be reduced by $600.00 per day
        for
        each day that the Closing occurs prior to the fifteen (15) day period; provided,
        however, that said $600.00 per day reduction of the Extra Charge shall not
        exceed the amount of Extra Charge actually attributable to Purchaser extending
        the Due Diligence Period.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 5
 
 B.           During
        the Due Diligence Period, Purchaser may conduct any tests and examinations
        of
        the Property, at Purchaser's sole cost and expense, which Purchaser deems
        advisable, including, without limitation, soil boring tests, groundwater
        samples, geotechnical, environmental tests, exploratory test trenching, and
        any
        tests to determine the existence of Hazardous Substances.  As used
        herein, "Hazardous Substances" shall mean and include all hazardous and toxic
        substances, wastes or materials, any pollutants or contaminates (including,
        without limitation, asbestos and raw materials which include hazardous
        components), or other similar substances, or materials which are included
        under
        or regulated by any local, state or federal law, rule, ordinance or regulation
        pertaining to environmental regulation, contamination or
        clean-up.  Seller hereby grants to Purchaser the right of access
        during the term hereof to any consultants, designers, contractors, engineers,
        surveyors or other agents or representatives used by Seller in generating
        or
        assembling any of the Disclosure Information or other due diligence materials
        relating to the Property (collectively, "Consultants").  To assist
        Purchaser in obtaining access to the Consultants, Seller agrees to (i) include
        a
        list (including contact names and telephone numbers) of the Consultants in
        the
        Disclosure Information; and (ii) waive any actual or perceived conflict of
        interest in Purchaser having access to the Consultants and their information,
        knowledge and work product related to the Property during the term of this
        Agreement, and to any of the Consultants subsequently being employed by
        Purchaser in connection with Purchaser's acquisition and/or development of
        the
        Property.  In the event Purchaser notifies Seller in writing within
        the Due Diligence Period that Purchaser is not satisfied, in Purchaser's
        sole
        discretion, with Purchaser's inspection of the Property and that Purchaser
        does
        not intend to proceed with the purchase of the Property, then the Earnest
        Money
        shall be promptly returned to Purchaser, less the Extra Charge in the event
        the
        Due Diligence Period was extended, and this Agreement shall automatically
        terminate and be null and void and neither party shall have any further
        liability or obligation hereunder.  Purchaser shall assume all risks
        involved in the entry upon the Property for the performance of such activities
        and shall defend, indemnify and hold Seller harmless from and against any
        loss
        or expense incurred due to bodily injury or death to persons or damage to
        property or parties arising out of or in connection with the exercise of
        Purchaser’s rights hereunder, provided, however, that such loss or expense does
        not occur due to the negligence, acts or omissions of Seller, or any of its
        employees, agents or representatives.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 6
  C.           Upon
        the expiration of the Due Diligence Period the Earnest Money shall become
        non-refundable and shall be applied to the Purchase Price at Closing, except
        (i)
        in the event Seller fails or refuses to close the sale of the Property, or
        (ii)
        in the event Seller fails or refuses to deliver marketable title or cure
        a Title
        Defect(s), in accordance with Section 5, or (iii) failure of a Condition
        Precedent (as defined below), or (iv) in the event of Seller default hereunder,
        or (v) as otherwise provided herein.
 
 D.           Except
        as expressly set forth in this Agreement or in the documents to be executed
        by
        Seller at Closing as contemplated by Section 8 hereof, other than the Easement
        Agreement (the "Closing Documents"), the Property is being sold and conveyed
        to
        Purchaser “as is” and “with all faults.”  Except as expressly set
        forth in this Agreement or in the Closing Documents, Seller has not made,
        does
        not make, and hereby disclaims any and all express or implied representations
        and warranties regarding or relating to: the condition of the Property; its
        suitability for any particular purpose; the susceptibility to flooding of
        the
        Land; the value or marketability of the Property; the projected income or
        expenses of the Property; the zoning classification, or use and occupancy
        restrictions applicable to the Property; the current manner of operation
        of the
        Property; the compliance of the Property with environmental laws, and laws
        and
        regulations relating to hazardous substances and toxic wastes; and all matters
        affecting or relating to the Property.  Purchaser acknowledges that,
        except as expressly set forth in this Agreement or in the Closing Documents,
        no
        such representations or warranties, express or implied, have been made by
        Seller, or by any other person representing or purporting to represent
        Seller.  Purchaser acknowledges that any representations or warranties
        made in Section 9 of this Agreement shall survive Closing for nine (9) months
        after Closing as set forth in Section 9 of this Agreement.
 
 By
        proceeding with the acquisition of the Property following the Due Diligence
        Period, Purchaser confirms that it has investigated all of the matters relating
        to the Property to its satisfaction, and is acquiring the Property in “as is”
condition, subject to the provisions of this Agreement, and Seller's
        representation and warranties set forth in Section 9 of this
        Agreement.  In agreeing to purchase the Property “as is” and without
        representation or warranty, express or implied, except as expressly set forth
        in
        this Agreement or in the Closing Documents, Purchaser acknowledges and
        represents that it has factored the “as is” condition of the Property into the
        price it has hereby agreed to pay for the Property.  From and after
        the Closing Date, Purchaser does hereby waive any and all claims, demands,
        causes of action and other liabilities of or against Seller with respect
        to the
        condition of the Property in violation of federal, state or other applicable
        law, except for claims made by Purchaser within nine (9) months after Closing
        as
        provided in Section 9, arising from the breach of a representation or warranty
        made by Seller in Section 9, and except for claims made by Purchaser arising
        from the breach of a representation or warranty made by Seller in any of
        the
        Closing Documents.  The terms and covenants of this Subsection 6.D.
        shall survive the Closing.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 7
 
 7.           **Conditions
        to Purchaser's Obligations****.**
 
 A.           Purchaser's
        obligation to purchase the Property or otherwise perform any obligation provided
        for herein shall be expressly conditioned upon the fulfillment of each of
        the
        following conditions precedent ("Condition(s) Precedent") on or before the
        date
        or dates hereinafter specifically provided and in no event later than the
        date
        of Closing:
 
 i.           The
        representations, warranties and covenants of Seller contained in this Agreement
        shall be true and correct as of the Closing Date (as hereinafter
        defined);
 
 ii.           Seller
        shall not be in default hereunder and shall have performed and complied with
        all
        covenants and agreements contained herein which are to be performed and complied
        with by Seller at or prior to the Closing;
 
 iii.           Purchaser,
        at Seller's expense, shall have received a Title Commitment unconditionally
        agreeing to provide, after Closing, the Title Policy from the Title Company
        in
        the full amount of the Purchase Price, subject only to the Permitted
        Exceptions;
 
 iv.           The
        Property shall not have been materially affected by:
 
 a.           any
        legislative or regulatory taking, change or moratorium;
 
 b.           any
        condemnation action, whether threatened or filed; or
 
 c.           any
        flood, accident or other materially adverse event; and
 
 B.           Purchaser
        may at any time or times on or before Closing, at its election, waive any
        of the
        foregoing Conditions Precedent to its obligations hereunder and the consummation
        of such sale, but any such waiver shall be effective only if contained in
        writing signed by Purchaser and delivered to Seller.  Except as to the
        Condition(s) Precedent waived, no waiver shall reduce the rights or remedies
        of
        the Purchaser by reason of any breach of any undertaking, agreement, warranty,
        representation or covenant of Seller.
 
 C.           In
        the event any of the foregoing Condition(s) Precedent or other conditions
        to
        this Agreement are not fulfilled or waived by Purchaser prior to the date
        of
        Closing, Purchaser may terminate this Agreement, regardless of whether such
        right is otherwise expressly provided above or extend the Closing Date until
        such time as the Condition(s) Precedent are met (without losing its rights
        to
        thereafter terminate this Agreement), but in no event longer than thirty
        (30)
        days.  Notwithstanding anything herein to the contrary, in the event
        of any such termination, this Agreement shall become null and void and of
        no
        further force or effect with neither party having any further rights or
        liabilities hereunder, and the Escrow Agent shall promptly return to Purchaser
        the Earnest Money, less the Extra Charge in the event the Due Diligence Period
        was extended.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 8
  8.           **Closing
        Date and Closing Procedures and
        Requirements****.**
 
 A.           Closing
        Date.  The Closing shall be held on or before the Fifteenth (15th)
        day after the expiration of the Due Diligence Period ("Closing
        Date").  The Closing shall take place at the offices of Akerman
        Senterfitt, Esperante Building, 222 Lakeview Avenue, Suite 400, West Palm
        Beach,
        Florida.
 
 B.           Conveyance
        of Title.  At the Closing, Seller shall execute and deliver to
        Purchaser a Special Warranty Deed conveying fee simple marketable record
        title
        to the Property to Purchaser, free and clear of all liens, special assessments,
        easements, reservations, restrictions and encumbrances whatsoever, excepting
        only the Permitted Exceptions (the "Deed").  In the event any
        mortgage, lien or other encumbrance encumbers the Property at Closing and
        is not
        paid and satisfied by Seller, such mortgage, lien or encumbrance shall, at
        Purchaser's election, be satisfied and paid with the proceeds of the Purchase
        Price.  Seller and Purchaser agree that such documents as may be
        necessary to carry out the terms of this Agreement and conveyance of the
        Property shall be executed and/or delivered by such parties at the time of
        Closing, including, without limitation, an owner's affidavit in form sufficient
        to enable the Title Company to delete all standard and general title exceptions
        other than survey exceptions from the Title Policy and a certificate duly
        executed by Seller certifying that Seller is not a foreign person for purposes
        of the Foreign Investment in Real Property Tax Act (FIRPTA), as revised by
        the
        Deficit Reduction Act of 1984 and as may be amended from time to time, which
        certificate shall include Seller's taxpayer identification number and address
        or
        a withholding certificate from the Internal Revenue Service stating that
        Seller
        is exempt from withholding tax on the Purchase Price under FIRPTA.  If
        neither of the above certificates is delivered, Purchaser shall deduct and
        withhold at Closing a tax equal to either TEN PERCENT (10%) of the Purchase
        Price or such reduced amount as may be authorized by a withholding certificate
        from the Internal Revenue Service.
 
 C.           Prorating
        of Taxes and Assessments.  All real property ad valorem taxes and
        general assessments applicable to the Property ("Taxes") shall be prorated
        as of
        the Closing Date between Seller and Purchaser, said proration to be based
        upon
        the most recently available Tax rate and valuation with respect to the Property;
        provided, however, that upon the issuance of the actual Tax statement or
        bill
        for the year of the Closing, Purchaser and Seller shall promptly make such
        reprorations as may be necessary to ensure that the actual amount of such
        Taxes
        for the year of Closing shall be prorated between Purchaser and Seller as
        of the
        Closing Date, said agreement to survive Closing hereunder and shall not merge
        into the Deed.  All special assessments which have been levied or
        certified prior to Closing shall be paid in full by Seller.  It is
        anticipated that the Property will be free and clear of any tenancies as
        of the
        Closing Date; provided, however if Purchaser elects to take title subject
        to any
        leases, then rental income (including base/annual rent, common area maintenance
        charges and additional rent) and prepaid rents shall be prorated as of the
        Closing Date and security deposits shall be delivered to
        Purchaser.  Insurance, payments under service contracts accepted by
        Purchaser and utilities shall be prorated as of the Closing Date and all
        Taxes
        for prior years shall be paid by Seller.  No later than Closing,
        Seller shall pay all leasing commissions due or payable to any party relative
        to
        any lease at the Property, whether or not the due date for such payment is
        subsequent to Closing.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 9
  D.           As
        a condition precedent to Seller's obligations to close on the transaction
        contemplated herein, at the Closing, Purchaser shall enter into the Sanitary
        Sewer Easement Agreement attached hereto as **Exhibit "D"**
        (the "Easement Agreement") for the benefit of the 1100 Commerce
        Property.  The size, location and legal description of the Easement
        Parcel (as that term is defined in the Easement Agreement) shall be mutually
        agreed upon by the parties prior to the expiration of the Due Diligence
        Period.  Notwithstanding the foregoing, Seller acknowledges and agrees
        that the Easement Parcel shall be adjacent to and contiguous with the eastern
        boundary line of the Land, and that the Easement Parcel shall be no wider
        than
        five (5) feet or as otherwise required by Seacoast (as that term is defined
        in
        the Easement Agreement) to construct the Sewer Improvements (as that term
        is
        defined in the Easement Agreement).All
        survey costs, engineering costs, consultant fees, application fees, permits
        fees, as well as the installation and perpetual maintenance of the Sewer
        Improvement constructed within Easement Parcel shall be paid for by the Seller,
        its successors and/or assigns, as required pursuant to the Easement
        Agreement.
 
 E.           Closing
        Costs.  Closing costs shall be paid as follows:
 
 i.           Seller
        shall pay all real property transfer and transaction taxes and levies relating
        to the purchase or sale of the Property including, without limitation, the
        documentary stamps which shall be affixed to the Deed, and the title insurance
        premiums and costs (less $5,000.00 which shall be paid by Purchaser) relating
        to
        the issuance of the Title Policy in the full amount of the Purchase
        Price;
 
 ii.           Purchaser
        shall pay the cost of recording the Deed, the lender's title policy (if any),
        and for the Survey;
 
 iii.           Each
        party shall be responsible for its own attorneys fees.
 
 9.           **Warranties
        and Representations of Seller****.**To
        induce Purchaser to enter into this Agreement and to purchase the Property,
        Seller, in addition to the other representations and warranties set forth
        herein, makes the following representations and warranties, each of which
        is
        material and is being relied upon by Purchaser and shall survive Closing
        hereunder or merge into the Deed;
 
 A.           That
        Seller owns fee simple record title to the Property, free and clear of all
        liens, special assessments, easements, reservations, restrictions and
        encumbrances other than the Permitted Exceptions and there are no tenancy,
        rental, leases, licenses, parties in possession, or other occupancy rights
        or
        agreements affecting the Property.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 10
  B.           That
        Seller has not received any notice, and has no knowledge, that the Property
        or
        any portion or portions thereof is or will be subject to or affected
        by:
 
 i.           any
        special assessments, whether or not presently a lien thereon; or
 
 ii.           any
        condemnation, eminent domain, change in grade of public streets, or similar
        proceeding.
 
 C.           That
        there are no actions, suits or proceedings of any kind or nature whatsoever,
        legal or equitable, affecting the Property or any portion or portions thereof
        or
        relating to or arising out of the ownership of the Property, in any court
        or
        before or by any federal, state, county or municipal department, commission,
        board, bureau,  or agency or other governmental
        instrumentality.
 
 D.           Seller
        has the full right, power and authority to enter into and deliver this Agreement
        and to consummate the purchase and sale of the Property in accordance herewith
        and to perform all covenants and agreements of Seller hereunder.
 
 E.           Seller
        has no knowledge or notice that any present default or breach exists under
        any
        mortgage or other encumbrance encumbering the Property or any covenants,
        conditions, restrictions, rights-of-way or easements which may affect the
        Property or any portion or portions thereof and that, to the best of Seller’s
        knowledge, no condition or circumstance exists which, with the passage of
        time
        and/or the giving of notice, or otherwise, would constitute or result in
        a
        default or breach under any such covenants, conditions, restrictions,
        rights-of-way or easements.
 
 F.           No
        commitments have been made to any governmental authority, utility company,
        school board, church or other religious body, or any homeowners association,
        or
        to any other organization, group, or individual, relating to the Property
        which
        would impose an obligation upon Purchaser or its successors or assigns to
        make
        any contribution or dedications of money or land or to construct, install,
        or
        maintain any improvements of a public or private nature on or off the Property,
        and no governmental authority has imposed any requirement that any developer
        of
        the Property pay directly or indirectly any special fees or contributions
        or
        incur any expenses or obligations in connection with any development of the
        Property or any part thereof.  The provisions of this Section shall
        not apply to any general real estate taxes.
 
 G.           Seller
        has not received any notice and has no actual knowledge that the Property
        has
        ever been used by previous owners and/or operators or Seller to generate,
        manufacture, refine, transport, treat, store, handle or dispose of Hazardous
        Substance.  Seller has no actual knowledge of the Property having ever
        contained asbestos, PCB or other toxic materials.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 11
 
 H.           To
        the best Seller's actual knowledge, there are no pollutants, contaminants,
        petroleum products or by-products, asbestos or other substances, whether
        hazardous or not, on or beneath the surface of the Property.
 
 I.           To
        the best of Seller’s actual knowledge, the Property has full, free and adjacent
        access to and from public highways and roads, and Seller has no actual knowledge
        of any fact or condition which would result in the termination of such
        access.
 
 J.           No
        person, firm or other legal entity other than Purchaser has any right or
        option
        whatsoever to acquire the Property or any portion or portions thereof or
        any
        interest therein.
 
 K.           There
        are no leases of any portion of the Property.
 
 L.           To
        the best of Seller’s knowledge, Seller is not in violation of any law,
        regulation or ordinance governing the Property.
 
 M.           The
        execution and delivery of this Agreement and the consummation of the transaction
        contemplated herein shall not and do not constitute a violation or breach
        by
        Seller of any provision of any agreement or other instrument to which Seller
        is
        a party or to which Seller may be subject although not a party, nor result
        in or
        constitute a violation or breach of any judgment, order, writ, injunction
        or
        decree issued against Seller.
 
 N.           Seller
        is a Florida limited liability company, not a foreign person (as such terms
        are
        defined in the Internal Revenue Code and Income Tax Regulations), for purposes
        of U.S. income taxation and that Seller's U.S. Taxpayer Identification Number
        is
03-0599647,
        and no withholding of sale proceeds is required with respect to Seller's
        interest in the Property under Section 1445(a) of the Internal Revenue
        Code.
 
 Q.           There
        are no service contracts, maintenance or management agreements, commission
        or
        brokerage agreements, or other similar agreements affecting the Property
        except
        as set forth on **Exhibit "B".**
 
 R.           After
        the Effective Date, Seller shall not place or bury any debris, refuse, material,
        garbage, vehicles or items of any nature (collectively, "Debris") on the
        Land
        prior to the Closing.  If Seller does place or bury any Debris on the
        Land in violation of this representation and warranty, Purchaser may, at
        its
        election, (i) require Seller to remove any such Debris, as a Condition
        Precedent, which removal shall be in accordance with all applicable provisions
        of state and/or federal law governing the removal of such Debris; or (ii)
        remove
        the above referenced Debris post-Closing, in which event the Purchase Price
        shall be reduced by the estimated cost of removal as evidenced by written
        estimate obtained by Purchaser from a firm properly licensed and authorized
        to
        make such removal.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 12
  S.           That
        each and every one of the foregoing representations and warranties is true
        and
        correct as of the date hereof, will remain true and correct throughout the
        term
        of this Agreement, and will be true and correct as of the Closing
        Date.
 
 In
        the
        event that changes occur as to any information, documents or exhibits referred
        to in the subsections of this Section 9, or in any other part of this Agreement,
        of which Seller has knowledge or becomes aware of, Seller will immediately
        disclose same to Purchaser when first available to Seller; and in the event
        of
        any change which may be deemed by Purchaser to be materially adverse, Purchaser
        may, at its election, terminate this Agreement and obtain a refund of the
        Earnest Money, whereupon neither party shall have any obligations to the
        other
        hereunder, except for those obligations which expressly survive the termination
        of this Agreement.  At Closing, Seller shall, in writing, reaffirm to
        Purchaser the truth and correctness, as of the Closing Date, of each of the
        warranties and representations contained herein and agrees to indemnify and
        hold
        Purchaser harmless from any loss or damage suffered by Purchaser on account
        of
        the breach or incorrectness of any such warranties or representations, which
        indemnification and hold harmless obligation shall survive Closing for a
        period
        of nine (9) months and shall not merge into the Deed.  In the event
        that any of the representations and warranties of this Section 9 which are
        qualified “to the best of Seller’s knowledge” would be inaccurate at Closing
        after the deletion of the Seller’s knowledge qualification, Purchaser may
        terminate this Agreement, receive a full refund of the Earnest Money, and
        be
        relieved of any duties, obligations and liability hereunder  Any
        action by Purchaser against Seller for a breach or failure of any of the
        representations or warranties in this Section 9 or elsewhere in this Agreement
        or in the Closing Documents must be commenced within said nine (9) month
        period.  At the end of the nine (9) month period, Seller shall have no
        further liability with respect to the representations and warranties in this
        Section 9 except for those, if any, with respect to which suit has been filed
        in
        a court of competent jurisdiction within said nine (9) month
        period.  Notwithstanding anything in this Section 9 to the contrary,
        if, between the Effective Date of this Agreement and the Closing Date, Seller
        learns of information such that any of Seller’s representations and warranties
        in this Section 9 are or have become materially inaccurate, Seller shall
        provide
        Purchaser with written notice thereof.  Purchaser shall then have ten
        (10) days after receipt of such notice in which to elect, as its sole remedy,
        to
        terminate this Agreement by giving written notice thereof to Seller, or to
        accept such changed representation or warranty and at Closing Seller’s
        representations and warranties in this Section 9 shall be deemed modified
        accordingly.  If Purchaser exercises its option to terminate this
        Agreement, the Earnest Money shall be returned to Purchaser and the parties
        shall be without further duties or obligations to one another under this
        Agreement, except for those obligations which expressly survive the termination
        of this Agreement.  If Seller has not received any written notice of
        election from Purchaser within the aforesaid ten (10) day period, Purchaser
        shall be deemed to have elected to accept such changed representations and/or
        warranties.  If Purchaser learns that any of Seller’s representations
        and warranties in this Section 9 are or have become materially inaccurate,
        and
        Purchaser closes nonetheless, Purchaser shall be deemed to have accepted
        such
        failure of representation or warranty and Seller shall have no liability
        with
        respect thereto.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 13
 
 10.           **Seller's
        Affirmative Covenants****.**In addition to
        the other covenants and undertakings set forth herein, Seller makes the
        following affirmative covenants, each of which shall survive Closing
        hereunder:
 
 A.           From
        and after the date hereof and until physical possession of the Property has
        been
        delivered to Purchaser, Seller will keep and maintain all of the Property
        in
        good order and condition and will comply with and abide by all laws, ordinances,
        regulations and restrictions affecting the Property or its
        use.  Seller will pay all taxes and assessments prior to the due date
        thereof, will not commit or permit any waste or nuisance with respect thereto,
        and will not undertake or permit any grading or any cutting or removal of
        landscaping, trees or vegetation thereon.
 
 B.           At
        Closing, Seller shall transfer, assign, and convey to Purchaser all of Seller's
        right, title and interest in and to all utilities and utility commitments
        which
        service or pertain in any manner to the Property, including, without limitation,
        any water or sewer connections or reservations which have been allocated
        in any
        manner to the Property or to Seller as owner of the Property and Seller's
        position on any waiting list relating to any such water or sewer connections
        or
        reservations.
 
 C.           From
        and after the Effective Date, Seller shall not offer to sell the Property
        to any
        other person or entity or enter into any verbal or written agreement,
        understanding, or contract relating to the sale of the Property; provided,
        however, that Seller shall be permitted to accept "backup bids" which shall
        only
        become effective and binding on Seller in the event that Purchaser elects
        to
        terminate this Agreement in accordance with Section 6.A. hereof.  Any
        backup bid(s) accepted by Seller shall contain express language notifying
        the
        backup bidder(s) that Seller is under contract to sell the Property to Purchaser
        pursuant to this Agreement.
 
 D.           Seller
        shall take such other actions and perform such other obligations as are required
        or contemplated hereunder including, without limitation, all obligations
        pertaining to satisfaction of any contingencies of this Agreement or conditions
        precedent to performance by Purchaser of its obligations hereunder.
 
 E.           From
        and after the date hereof, Seller shall not, without obtaining Purchaser's
        prior
        written consent in each instance, create, incur, consent to or permit to
        exist,
        any liens, leases, licenses, special assessments, easements, reservations,
        restrictions or  encumbrances other than the mortgages, easements,
        assessments, reservations, and restrictions or record on the date hereof,
        and
        Seller hereby covenants that Seller shall comply with and abide by all of
        the
        terms and provisions of any of the foregoing existing as of the date hereof,
        through the date of Closing hereunder.  Nothing in this subsection
        shall modify, diminish, or alter the representations and warranties contained
        in
        Section 9 hereof.
 
 F.           Seller
        shall provide to Purchaser copies of any and all notices received from
        governmental agencies or authorities with respect to the Property from and
        after
        the Effective Date.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 14
 
 G.           Between
        the Effective Date and the Closing Date Seller shall not enter into any new
        leases, service agreements, management agreements or other agreements with
        respect to the Property or any portion thereof.
 
 11.           **Defaults****.**In
        the event Seller breaches any warranty or representation contained in this
        Agreement or fails to comply with or perform any of the conditions to be
        complied with or any of the covenants, agreements or obligations to be performed
        by Seller under the terms and provisions of this Agreement, and such failure
        (other than failure to close on the sale of the Property when required hereunder
        which shall require no notice and cure right) continues for TEN (10) days
        following notice thereof in writing from Purchaser, Purchaser, in Purchaser's
        sole discretion, shall be entitled to an immediate refund of the Earnest
        Money
        from Escrow Agent and to (i) exercise any and all rights and remedies available
        to Purchaser at law and in equity, including without limitation the right
        of
        specific performance; and/or (ii) terminate this Agreement; and/or (iii)
        grant,
        from time to time, such extensions of time as Purchaser deems proper under
        the
        circumstances without thereby waiving any other remedy permitted in this
        Agreement.  Upon any such termination of this Agreement pursuant to
        this Section 11, the Earnest Money shall be immediately refunded by Escrow
        Agent
        to Purchaser and this Agreement and all rights and obligations created hereunder
        shall be deemed null and void and of no further force or effect.  In
        the event Purchaser fails to comply with or perform any of the conditions
        to be
        complied with or any of the covenants, agreements or obligations to be performed
        by Purchaser under the terms and provisions of this Agreement, that are not
        due
        to Seller’s default and such failure continues for TEN (10) days following
        notice thereof in writing from Seller, then Seller may as Seller's sole and
        exclusive remedy for any such default, upon giving written notice to Purchaser
        and Escrow Agent as herein provided, receive the Earnest Money actually paid
        to
        the date of such default from Escrow Agent as full liquidated damages, whereupon
        this Agreement and all rights and obligations created hereby shall automatically
        terminate and be null and void and of no further force or effect
        whatsoever.  Purchaser and Seller acknowledge that it would be
        difficult or impossible to ascertain the actual damages suffered by Seller
        as a
        result of any default by Purchaser and agree that such liquidated damages
        are a
        reasonable estimate of such damages.  Seller further acknowledges and
        agrees that Purchaser was materially induced to enter into this Agreement
        in
        reliance upon Seller's agreement to accept such Earnest Money as Seller's
        sole
        and exclusive remedy and that Purchaser would not have entered into this
        Agreement but for Seller's agreement to so limit Seller's
        remedies.  In the event there is more than one Seller the obligations
        hereunder imposed upon the Seller shall be joint and several, and all
        agreements, representations, warranties, and covenants herein contained shall
        be
        binding on their respective heirs, personal representatives, successors and,
        to
        the extent permitted, assigns of the Seller.
 
 12.           **Possession
        of Property****.**Seller shall deliver to
        Purchaser full and exclusive possession of the Property on the Closing
        Date.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 15
 
 13.           **Condemnation****.**In
        the event the Property or any portion or portions thereof shall be taken
        or
        condemned or be the subject of a bona fide threat of condemnation by any
        governmental authority or other entity prior to the Closing Date, Purchaser
        shall have the option of either (i) terminating this Agreement by giving
        written
        notice thereof to Seller and the Escrow Agent whereupon the Earnest Money
        shall
        be immediately refunded by Escrow Agent to Purchaser, and this Agreement
        and all
        rights and obligations created hereunder shall be null and void and of no
        further force or effect; or (ii) requiring Seller to convey the remaining
        portion or portions of the Property to Purchaser pursuant to the terms and
        provisions hereof and to transfer  and assign to Purchaser at the
        Closing all of the right, title and interest of Seller in and to any award
        made
        or to be made by reason of such condemnation.  Seller and Purchaser
        hereby further agree that Purchaser shall have the right to participate in
        all
        negotiations with any such governmental authority relating to the Property
        or to
        the compensation to be paid for any portion or portions thereof condemned
        by
        such governmental authority or other entity.
 
 14.           **Real
        Estate Commission****.**
 
 A.           Purchaser
        hereby represents and warrants to Seller that Purchaser is not represented
        by
        any agent, broker or finder in regard to the sale and purchase of the Property
        contemplated herein.  Purchaser hereby indemnifies Seller and agrees
        to hold Seller free and harmless from and against any and all liability,
        loss,
        cost, damage and expense, including, but not limited to, attorney's fees
        and
        costs of litigation, both prior to and on appeal, which Seller shall ever
        suffer
        or incur because of any claim by any agent, broker or finder engaged by
        Purchaser, whether or not meritorious, for any fee, commission or other
        compensation with respect to this Agreement or to the sale and Purchase of
        the
        Property contemplated hereby.
 
 B.           Seller
        hereby represents and warrants to Purchaser that Seller has engaged Applefield
        Waxman, Inc. ("Seller's Broker") in regards to this Agreement or to the sale
        and
        purchase of the Property contemplated hereby.  Seller shall be solely
        responsible for payment of commission/consideration to Seller's Broker and
        Seller hereby indemnifies Purchaser and agrees to hold Purchaser free and
        harmless from and against any and all liability, loss, cost, damage and expense,
        including but not limited to attorneys' fees and costs of litigation both
        prior
        to and on appeal, which Purchaser shall ever suffer or incur because of any
        claim by any agent, broker or finder engaged by Seller, whether or not
        meritorious, for any fee, commission or other compensation with respect to
        this
        Agreement or to the sale and Purchase of the Property contemplated
        hereby.
 
 C.           Seller's
        Broker shall be paid by the Seller from Closing proceeds pursuant to separate
        agreement.
 
 15.           **Notices****.**Any
        notice, request, demand, instruction or other communication to be given to
        either party hereunder, except where required to be delivered at the Closing,
        shall be in writing and shall be hand delivered or sent by Federal Express
        or a
        comparable overnight mail service, or mailed by U.S. registered or certified
        mail, return receipt requested, postage prepaid, or transmitted electronically
        with a receipt verification to Purchaser, Seller, Purchaser's counsel, Seller's
        counsel and Escrow Agent, at their respective addresses set forth
        below.  Notice shall be deemed to have been given upon receipt or
        delivery of said notice at the appropriate address as is set forth
        below.  Counsel for the Seller or Purchaser can give notice on behalf
        of their respective client.  The addressees and addresses for the
        purpose of this Section may be changed by giving notice of such change in
        compliance with this Section.  Unless and until such written notice is
        received, the last addressee and address stated herein shall be deemed to
        continue in effect for all purposes hereunder.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 16
  To
        Purchaser at the following address:
 
 Florida
        Public Utilities Company
 401
        South
        Dixie Highway
 West
        Palm
        Beach, FL  33401-5886
 Attention:  Marc
        Schneidermann
 Mailing
        Address:
 P.O.
        Box
        3395
 West
        Palm
        Beach, FL  33402-3395
 Telephone:
        (561) 838-1767
 Facsimile:
        561-366-1577
 
 With
        a
        copy to:
 
 Akerman
        Senterfitt
 Attention:
        George P. Graham, Esq.
 420
        S.
        Orange Avenue, Suite 1200
 Orlando,
        Florida  32801
 Telephone:
        407-843-7860
 Facsimile:
        407-843-6610
 
 To
        Seller
        at the following address:
 
 Watertower
        Business Park, LLC
 Attention:
        Brian K. Waxman
 5601
        Corporate Way, Suite 404
 West
        Palm
        Beach, Florida 33407
 Telephone:  561-687-5800
 Facsimile:
        561- 689-1255
 
 with
        a
        copy to:
 
 Jones,
        Foster, Johnston & Stubbs, P.A.
 Attention:
        Scott L. McMullen, Esq.
 Flagler
        Center
 505
        South
        Flagler Drive, Suite 1100
 West
        Palm
        Beach, Florida 33401
 Telephone:
        (561) 650-0494
 Facsimile:
        (561) 650-0435
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 17
  To
        Escrow
        Agent:
 
 Akerman
        Senterfitt
 Attn.
        George P. Graham, Esq.
 420
        S.
        Orange Avenue, Suite 1200
 Orlando,
        Florida   32801
 Telephone:
        (407) 843-7860
 Facsimile:
        (407) 843-6610
 
 16.           **Escrow
        Agent****.**Escrow Agent shall not be
        entitled to any fees or compensation for its services as escrow agent
        hereunder.  Escrow Agent shall be liable only to hold the Earnest
        Money, to invest same as provided for herein, and to deliver same to the
        parties
        named herein in accordance with the provisions of this
        Agreement.  Escrow Agent, as escrow agent, is acting in the capacity
        of a depository only, and shall not be liable or responsible to anyone for
        any
        damages, losses or expenses unless same shall be caused by the gross negligence
        or willful malfeasance of Escrow Agent.  In the event of any
        disagreement among any of the parties to this Agreement or among them or
        any of
        them and any other person, resulting in adverse claims and demands being
        made in
        connection with or for any Property involved herein or affected hereby, Escrow
        Agent shall be entitled to refuse to comply with any such claims or demands
        as
        long as such disagreement may continue, and in so refusing, shall make no
        delivery or other disposition of the Earnest Money then held by it under
        this
        Agreement, and in so doing Escrow Agent shall not become liable in any way
        for
        such refusal, and Escrow Agent shall be entitled to continue to refrain from
        acting  until (a) the rights of adverse claimants shall have been
        finally settled by binding arbitration or finally adjudicated in a court
        assuming and having jurisdiction of the Property involved herein or affected
        hereby, or (b) all differences shall have been adjusted by agreement and
        Escrow
        Agent shall have been notified in writing of such agreement signed by the
        parties hereto.  Further, Escrow Agent shall have the right at any
        time after a dispute between Seller and Purchaser has arisen, to pay the
        Earnest
        Money held by it into any court of competent jurisdiction for payment to
        the
        appropriate party, whereupon Escrow Agent's obligations hereunder shall
        terminate.  Seller and Purchaser agree that the status of Purchaser's
        counsel as Escrow Agent under this Agreement does not disqualify such law
        firm
        from representing the Purchaser in connection with this transaction and in
        any
        disputes that may arise between Seller and Purchaser concerning this
        transaction, including any dispute or controversy with respect to the Earnest
        Money.
 
 17.           **General
        Provisions****.**
 
 A.           No
        failure of either party to exercise any power given hereunder or to insist
        upon
        strict compliance with any obligation specified herein, and no custom or
        practice at variance with the terms hereof, shall constitute a waiver of
        either
        party's right to demand exact compliance with the terms hereof.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 18
  B.           This
        Agreement contains the entire agreement of the parties hereto, and no
        representations, inducements, promises or agreements, oral or otherwise,
        between
        the parties not embodied herein shall be of any force or effect.  Any
        amendment to this Agreement shall not be binding upon any of the parties
        hereto
        unless such amendment is in writing and executed by Seller and
        Purchaser.
 
 C.           The
        provisions of this Agreement shall inure to the benefit of and be binding
        upon
        the parties hereto and their respective heirs, administrators, executors,
        personal representatives, successors and assigns.
 
 D.           Time
        is of the essence of this Agreement.  Wherever under the terms and
        provisions of this Agreement the time for performance falls upon a Saturday,
        Sunday, or Legal Holiday, such time for performance shall be extended to
        the
        next business day.  Time shall be computed based on calendar days,
        unless specifically provided otherwise.
 
 E.           This
        Agreement may be executed in multiple counterparts, each of which shall
        constitute an original, but all of which taken together shall constitute
        one and
        the same agreement.
 
 F.           The
        headings inserted at the beginning of each section and paragraph are for
        convenience only, and do not add to or subtract from the meaning of the contents
        of each paragraph.
 
 G.           Seller
        and Purchaser do hereby covenant and agree that such documents as may be
        legally
        necessary or otherwise appropriate to carry out the terms of this Agreement
        shall be executed and delivered by each part at the Closing.
 
 H.           This
        Agreement shall be interpreted under the laws of the State of
        Florida.  This Agreement shall not be construed against the party
        preparing it more strictly than the other party hereto, but shall be construed
        as if both parties prepared this Agreement.  Venue for any legal
        action in connection herewith shall lie only in the County where the Property
        is
        located.
 
 18.           **Severability****.**This
        Agreement is intended to be performed  in accordance with, and only to
        the extent permitted by, all applicable laws, ordinances, rules and
        regulations.  If any provision of this Agreement or the application
        thereof to any person or circumstance shall, for any reason and to any extent,
        be invalid or unenforceable, the remainder of this Agreement and the application
        of such provision to other persons or circumstances shall not be affected
        thereby but rather shall be enforced to the greatest extent permitted by
        law.
 
 19.           **No
        Recording of Agreement****.  Neither t**his
        Contract nor a record or a memorandum thereof shall be recorded in the Public
        Records of any county in the State of Florida by either party
        hereto.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 19
  20.           **Attorneys'
        Fees****.**In the event of any dispute
        hereunder or of any action to interpret or enforce this Agreement, any provision
        hereof or any matter arising here from, the prevailing party shall be entitled
        to recover its reasonable costs, fees and expenses, including, but not limited
        to, witness fees, expert fees, consultant fees, attorney, paralegal and legal
        assistant fees, costs and expenses and other professional fees, costs and
        expenses whether suit be brought or not, and whether in settle­ment, in any
        declaratory action, at trial or on appeal.
 
 21.           **Effective
        Date****.**When used herein, the term
        "Effective Date" or the phrase "the date hereof" or "the date of this Agreement"
        shall mean the last date that either Purchaser or Seller execute this
        Agreement.
 
 22.           **Risk
        of Loss**.  The risk of loss as to the Property in this
        transaction is upon the Seller.  If, prior to the Closing, the
        improvements or any portion thereof are damaged by fire or other casualty,
        Purchaser may either: (i) terminate this Agreement, in which event the Earnest
        Money shall be returned to Purchaser and the parties shall be relieved of
        all
        further obligations hereunder; or (ii) proceed with this transaction, in
        which
        event Seller shall assign to Purchaser the right to receive all insurance
        proceeds with respect to the damage and Seller shall deliver to Purchaser
        at
        Closing an amount equal to any deductible under the applicable insurance
        policy.  Seller and Purchaser each agree to cooperate with the other
        so as to obtain the highest settlement amount under any fire and casualty
        insurance policy on the improvements located on the Property in order to
        complete the assignment of any insurance proceeds as provided herein, including
        joining in any law suits.  The provisions of this section shall
        survive the Closing and shall not merge into the Deed.
 
 23.           **Indemnification.**
 
 A.           **Indemnification
        of Purchaser****.**Seller agrees to indemnify and hold
        Purchaser harmless from and against, and the Purchaser shall be entitled
        to
        recover against the Seller, the aggregate of all expenses, losses, costs,
        deficiencies, liabilities and damages (including, without limitation, related
        attorney and paralegal fees and expenses), including, but not limited to,
        those
        incurred prior to any action or proceeding, through all appeals, and in any
        bankruptcy proceedings incurred or suffered arising out of or resulting,
        from
        (i) any breach of a representation or warranty made by the Seller in this
        Agreement, (ii) any breach of the covenants or agreements made by the Seller
        in
        or pursuant to this Agreement, or (iii) actions brought by third parties
        against
        the Purchaser for damages, injuries or death of persons occurring at the
        Property before the Closing Date.
 
 B.           **Indemnification
        of Seller****.**Purchaser agrees to indemnify and hold
        Seller harmless from and against, and the Seller shall be entitled to recover
        against the Purchaser, the aggregate of all expenses, losses, costs,
        deficiencies, liabilities and damages (including, without limitation, related
        attorney and paralegal fees and expenses), including, but not limited to,
        those
        incurred prior to any action or proceeding, through all appeals, and in any
        bankruptcy proceedings incurred or suffered arising out of or resulting,
        from
        (i) any breach of a representation or warranty made by the Purchaser in this
        Agreement, and (ii) any breach of the covenants or agreements made by the
        Purchaser in or pursuant to this Agreement.
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 20
 
 24.           **Representations
        and Warranties by Purchaser****.**  Purchaser
        represents and warrants to Seller that Purchaser has all requisite power
        and
        authority to execute this Agreement and the closing documents contemplated
        by
        Section 8, that the execution and delivery of this Agreement and the performance
        by Purchaser of its obligations hereunder have been duly authorized by such
        entity action as may be required, that the persons executing this Agreement
        on
        behalf of Purchaser are fully authorized to do so, and that this Agreement
        as
        executed by such persons constitutes the binding and enforceable obligation
        of
        Purchaser.
 
 
 
 
 [SIGNATURES
        BEGIN ON FOLLOWING PAGE]
 
 
 
 
 Seller's
                  Initials:
              
              
              Purchaser's
                  Initials:
 21
  IN
        WITNESS WHEREOF, Purchaser, Seller and Escrow Agent have caused this Agreement
        to be executed as of the dates set forth below.
 
 
 "PURCHASER"**FLORIDA
                  PUBLIC UTILITIES COMPANY,**a Florida corporationWitnesses:Print
                  Name:
              
              
              Print
                  Name:Its:Date:Print
                  Name:"SELLER"**WATERTOWER
                  BUSINESS PARK, LLC**, a Florida limited liability
                  companyWitnesses:Print
                  Name:
              
              
              Print
                  Name:Its:Date:Print
                  Name:
 22
  **ESCROW
        ACKNOWLEDGMENT**
 
 Receipt
        of the Earnest Money referred to above is hereby acknowledged this ____ day
        of
        ___________, 2007.  The undersigned agrees to hold said Earnest Money
        according to the terms of the foregoing Agreement.
 
 Escrow
                  Agent**AKERMAN
                  SENTERFITT**By:Print
                  Name:Title:
 
 
 
 
 **BROKER'S
        ACKNOWLEDGMENT**
 
 The
        undersigned broker(s) signed below to evidence agreement with the terms of
        Section 14 of the Agreement regarding the commission to be paid hereunder
        and
        the terms under which such commission shall be payable.
 
 BrokerApplefield
                  Waxman, Inc.By:Print
                  Name:Date:
  23
  **Exhibit
        "A"**
 **Legal
        Description**
 
 Tract
        A,
        Schumacher at Water Tower Road, according to the Plat thereof, as recorded
        in
        Plat Book 85, Page 163 of the Public Records of Palm Beach County, Florida,
        and
        more particularly described as:
 
 The
        East
        602.00 feet of the West 966.10 feet of the South 450.00 feet of the Northwest
        quarter of Section 20, Township 42 South, Range 43 East, lying in Palm Beach
        County, Florida.
  A
            - 1
  **Exhibit
        "B"**
 
 **Service
        Contracts, Maintenance or Management Agreements, Commission or Brokerage
        Agreements, or other similar agreements affecting the
        Property**
 
 
 **NONE**
  B
            -
            1
  **Exhibit
        “C”**
 
 **PERMITTED
        EXCEPTIONS**
 
 
 1.
              Taxes
                  for the year 2007.
 
 2.
              Restrictions,
                  conditions, reservations, easements and other matters contained
                  on the
                  Plat of Schumacher at Water Tower Road, as recorded in Plat Book
                  85, Page
                  163, Public Records of Palm Beach County,
                  Florida.
 
 3.
              Encroachment
                  of utility lines on the north property line and sidewalk encroachment
                  on
                  the south property line of the Land as reflected in that certain
                  survey of
                  Tract A, Schumacher at Water Tower Road, by Compass Surveying,
                  Project No.
                  C-10139, dated January 20, 2006, and consisting of one
                  sheet.
 C
              - 1
  **Exhibit
        “D”**
 
 **EASEMENT
        AGREEMENT**
 
 **[See
        Next Page]**
  27
  THIS
        INSTRUMENT PREPARED BY:
 AND
        PLEASE RETURN TO:
 
 SCOTT
        L.
        MCMULLEN., ESQ.
 JONES,
        FOSTER, JOHNSTON & STUBBS, P.A.
 P.O.
        BOX
        3475
 WEST
        PALM
        BEACH, FL 33402-3475
 
 **WILL
        CALL #85**
 
 
 **SANITARY
        SEWER EASEMENT AGREEMENT**
 
 
 THIS
        SANITARY SEWER EASEMENT AGREEMENT (this “Agreement”) is made and entered
        into as of this ____ day of __________, 2007 (the "Effective Date"), by
        and among WATERTOWER BUSINESS PARK, LLC, a Florida limited liability company,
        having a mailing address of 5601 Corporate Way, Suite 404, West Palm Beach,
        FL
        33407 (“Seller”), and FLORIDA PUBLIC UTILITIES COMPANY, a Florida
        corporation, having a mailing address of 401 South Dixie Highway, West Palm
        Beach, FL 33401-5866 (“Purchaser”).
 
 **R
        E C I T A L S:**
 
 A.           On
        the Effective Date, Seller has sold to Purchaser, and Purchaser is now the
        record title owner of, that certain real property located in Palm Beach County,
        Florida, which is more particularly described on Exhibit “A” attached
        hereto (the “Purchaser Parcel”).
 
 B.           Seller
        is the record title owner of that certain real property adjacent to and
        immediately north of the Purchaser Parcel, which is more particularly described
        on Exhibit “B” attached hereto (the “Seller Parcel”; the Purchaser
        Parcel and the Seller Parcel shall hereinafter be sometimes referred to as
        the
“Property”).
 
 C.           As
        a condition to Seller conveying the Purchaser Parcel to Purchaser, Purchaser
        agreed to grant to Seller a perpetual easement for the installation, operation
        and maintenance of an underground sanitary sewer utility line for the benefit
        of
        the Seller Parcel, over, under, across and through a portion of the Purchaser
        Parcel, all in accordance with the terms and conditions hereinafter set
        forth.
 
 NOW,
        THEREFORE, in consideration of Ten Dollars ($10.00), and other good and valuable
        consideration, the receipt, adequacy and sufficiency of which are hereby
        acknowledged, Seller and Purchaser, intending to be legally bound, hereby
        mutually agree as follows:
 
 1.
        Recitals.  The foregoing recitals and the exhibits attached
        hereto are true and correct and are incorporated herein by reference as though
        set forth in detail.
  1
  2.
        Sewer Easement.  Purchaser hereby grants to Seller and its
        present and future mortgagees, grantees, successors and assigns, a perpetual,
        non-exclusive ____ foot (___') wide underground easement (the “Easement”)
        over, under, across and through that portion of the Purchaser Parcel described
        in Exhibit “C” attached hereto (the “Easement Parcel”) for the
        purpose of installing and constructing, and subsequent repairs and maintenance
        of, underground sanitary sewer facilities required to serve any development
        to
        be constructed solely, exclusively and entirely upon the Seller Parcel, pursuant
        to the terms and conditions of this Agreement (collectively, the "Sewer
        Improvements").  Seller shall perform the installation and
        construction and subsequent repairs and maintenance of the Sewer Improvements
        (collectively, the "Work") at its sole cost and expense, as and when
        required, in a good and workmanlike manner, expeditiously performed and free
        and
        clear of all Liens (as that term is defined below), claims and encumbrances,
        and
        in accordance with all Approvals (as that term is defined below) and all
        applicable laws, rules, orders and regulations (collectively, "Applicable
        Laws").  Further, while performing any Work Seller shall use its
        best good faith efforts not to disturb or unreasonably interfere with the
        use of
        the Purchaser Parcel by Purchaser and its present and future mortgagees,
        grantees, successors and assigns, guests, agents, contractors and invitees
        unless such disturbance is required to perform Work on the Sewer
        Improvements.  Seller, in performing any Work, shall complete the same
        as expeditiously as is reasonably practical and with the minimal amount of
        interference to the Purchaser Parcel as reasonably practical.  Seller,
        in performing any Work, shall, at its cost and expense, repair any damage
        to any
        improvements on Purchaser Parcel and restore any disturbed areas thereon
        to
        substantially the same condition as existed prior to such disturbance
        (including, but not limited to, any driveways, sidewalks, walkways, fences,
        roads, parking lots, trees, bushes, other landscaping and groundcover, and
        drainage areas, retention areas or drainage ditches).  Further, Seller
        shall undertake such repairs and restoration promptly after the completion
        of
        any Work or during the continuation of any Work, if possible.  Seller,
        at its sole cost and expense, shall be responsible for all safety and security
        measures in connection with any Work.  Seller, at its sole cost and
        expense, shall be responsible for paying any connection fees, impact fees,
        tap
        or tapping fees and utility fees (collectively, the "Impact Fees")
        required by any governmental and quasi-governmental authorities in connection
        with the installation, construction and use of the Sewer Improvements,
        including, but not limited to, any required by Seacoast Utility Authority,
        and
        its successor and/or assign ("Seacoast").  Further, Seller, at its
        sole cost and expense, shall be responsible for the costs and expenses of
        obtaining any concurrency or land use entitlements (collectively, the
        "Concurrency Fees") required to permit the installation, construction and
        use of the Sewer Improvements.
  2
  3.
        Construction and Maintenance of Improvements.  Seller shall be
        responsible, at its sole cost and expense, for the installation and construction
        of the Sewer Improvements made by, through or under Seller under the Easement
        Parcel, and the continued maintenance and repair thereof, in a first class
        condition, and in accordance with the Approvals and all Applicable
        Laws.  Prior to submitting the final plans for the installation and
        construction of the Sewer Improvements by Seller on the Easement Parcel (as
        permitted hereunder) to the applicable governmental authority, Seller shall
        (pursuant to Paragraph 13 below) submit the preliminary plans to
        Purchaser for its prior written approval, which approval shall not be
        unreasonably withheld or delayed.  In the event that Purchaser shall
        fail to approve or disapprove of the plans (and in the event of disapproval,
        Purchaser shall provide a reasonably sufficient description of its objections
        to
        the plans) in writing within ten (10) days of its receipt thereof, such plans
        shall be deemed approved.  In the event Purchaser timely objects to
        such plans, Seller and Purchaser shall work together diligently and in good
        faith to resolve the objections, so that the plans may be approved by
        Purchaser.  Upon submittal to Purchaser of any revised plans, the
        procedures described above will be repeated.  In the event that
        Purchaser fails to either approve or disapprove of any revised plans (and
        in the
        event of disapproval, Purchaser shall provide a reasonably sufficient
        description of its objections to the plans) in writing within the ten (10)
        day
        period set forth above, then Purchaser shall be deemed to have approved such
        revised plans.  Further, prior to installation and construction of the
        Sewer Improvements, Seller shall be obligated to obtain any and all governmental
        and quasi-governmental permits, consents and approvals, including, but not
        limited to, Seacoast's, as may be required to install or construct (and,
        in the
        event that it should become applicable in the future, to take such action
        as
        required by Seller pursuant to Paragraph 15 hereof, regarding) the Sewer
        Improvements (collectively, "Approvals"), and Purchaser agrees to
        cooperate with Seller in such regard, which such cooperation may include,
        without limitation, executing any permit applications related to the
        installation and construction of the Sewer Improvements, with such cooperation
        by Purchaser to be at Seller's sole cost and expense, including, but not
        limited
        to Purchaser's reasonable attorneys' fees.  Notwithstanding anything
        to the contrary contained herein or otherwise, Seller may not commence the
        installation and construction of the Sewer Improvements until such time as
        Seller has presented Purchaser with copies of the Approvals, and Purchaser
        has
        approved of the same, with said approval not to be unreasonably
        withheld.  At no time during any Work shall ingress and egress to
        Purchaser Parcel be obstructed.  Prior to the commencement of the
        installation or construction of the Sewer Improvements, Seller shall submit
        to
        Purchaser for Purchaser's approval a schedule for the timeframe of the
        performance of the installation and construction of the Sewer Improvements,
        which approval shall not be unreasonably withheld (the
        "Schedule").  Seller shall comply with the Schedule (following
        Purchaser's approval thereof) and shall notify Purchaser in advance of any
        material changes to the Schedule and shall obtain Purchaser's written approval
        to any material changes to the Schedule, which approval shall not be
        unreasonably withheld.  Notwithstanding the foregoing or anything to
        the contrary contained herein, Seller shall complete the installation and
        construction of the Sewer Improvements as expeditiously as possible and in
        no
        event later than twelve (12) months after the Effective Date.  Prior
        to the commencement of any Work whatsoever on the Easement Parcel (except
        in the
        event of Emergency Conditions (as that term is defined below)), Seller shall
        provide Purchaser with a minimum five (5) days' prior written notice of Seller's
        entry onto the Easement Parcel.  For purposes of this Agreement, the
        term "Emergency Conditions" shall mean any grave or imminent threat or
        harm to any persons or property including, but not limited to, the Property
        and
        the Sewer Improvements.  After the installation and completion of the
        Sewer Improvements, Seller shall provide to Purchaser, at its sole cost and
        expense, an as-built survey of the location of the Sewer Improvements, prepared
        by a registered land surveyor and certified to Purchaser (and any present
        mortgagees).  In addition, in the event that Purchaser desires to
        undertake excavation activities on the Easement Parcel (provided, however,
        that
        the same shall not be permitted in anyway to conflict with Seller's rights
        under
        this Agreement), Seller shall be required, at its cost and expense, and in
        no
        event more than one (1) time during any (12) twelve month period, to locate,
        identify and physically pothole/spot the location of the Sewer
        Improvements.  In the event that the Sewer Improvements or any part
        thereof need to be removed and replaced, then the provisions of this Agreement
        applicable to the initial installation and construction of the Sewer
        Improvements shall govern the removal and installation and construction of
        any
        such replacements.
  3
  4.
        Term of Easement.  Except as provided in Paragraph 15
        below, the Easement granted herein shall be perpetual.
 
 5.
        Mechanics' Liens.  Seller shall keep the Purchaser Parcel at
        all times free of mechanics' liens and any other liens for labor, services,
        supplies, equipment or materials purchased or procured, directly or indirectly,
        by, through or under Seller (collectively, "Liens").  Seller
        agrees that it will promptly pay and satisfy all Liens of contractors,
        subcontractors, mechanics, laborers, materialmen and others of like character,
        and shall indemnify Purchaser and its successors, assigns, owners, shareholders,
        partners, members, employees, officers, representatives and present and future
        mortgagees against all liabilities, expenses, costs and charges, including,
        without limitation, bond payments for release of Liens and reasonable attorneys'
        fees and costs incurred in and about the defense of any suit in discharging
        the
        Purchaser Parcel from any Liens, claims, judgments or encumbrances, caused
        or
        suffered by, through or under Seller.  In the event any such Liens,
        claims, judgments or encumbrances shall be made or filed, Seller shall bond
        against or discharge the same within thirty (30) days after receiving written
        notice of the filing of the same.  Failure of Seller to comply with
        its obligations under the preceding sentence shall be deemed a default by
        Seller
        hereunder (without the need for Purchaser to serve Seller notice as otherwise
        required under Paragraph 11 below).  In addition, in the event
        any such Liens, claims, judgments or encumbrances shall be made or filed,
        Purchaser, at its sole election, may pay and satisfy the same, or bond off
        the
        same and, in any such event, the sums so paid by Purchaser, and all actual
        and
        other expenses (including reasonable attorney’s fees), with interest on all of
        the foregoing at eighteen percent (18%) per annum, from the date of Purchaser's
        payment, shall be due from Seller to Purchaser within ten (10) days after
        Purchaser's delivery to Seller of written demand for payment of the same,
        with
        accompanying sufficient supporting documentation.  **SELLER
        SHALL NOT HAVE ANY AUTHORITY TO CREATE ANY LIENS FOR LABOR OR MATERIAL ON
        THE
        PURCHASER PARCEL AND ALL PERSONS CONTRACTING WITH SELLER FOR THE PERFORMANCE
        OF
        ANY SERVICES, SUPPLY OF ANY MATERIALS OR PROVISION OF ANY LABOR FOR ANY WORK
        DONE IN, ON OR AROUND THE PURCHASER PARCEL, AND ALL MATERIALMEN, CONTRACTORS,
        SUPPLIERS, MECHANICS AND LABORERS ARE HEREBY CHARGED WITH NOTICE THAT THEY
        MUST
        LOOK SOLELY TO SELLER TO SECURE PAYMENT OF ANY BILL FOR WORK DONE OR MATERIAL
        FURNISHED AT THE REQUEST OR INSTRUCTION OF SELLER.**
  4
  6.
        Indemnification and Reimbursement.
 
 a.           For
        and in consideration of ten dollars ($10.00) specifically paid by Purchaser
        to
        Seller on the Effective Date, the receipt, adequacy and sufficiency of which
        is
        hereby acknowledged, Seller hereby indemnifies, saves harmless from and against,
        and agrees to reimburse, all of Purchaser and its successors, assigns, owners,
        shareholders, partners, members, employees, officers, representatives, and
        its
        present and future mortgagees (each, a “Purchaser's Indemnified Party”),
        for any and all (i) liability, damage, expense, loss (including, but in no
        way
        limited to, losses suffered due to business interruption), lost profits,
        causes
        of action, suits, attorney's fees, paralegal fees, legal fees, court costs
        and
        other costs whatsoever (including, but in no way limited to, costs suffered
        due
        to business interruption or being temporarily or permanently displaced from
        the
        Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders,
        rulings or judgments (collectively, "Claims"), incurred, paid or suffered
        by any Purchaser's Indemnified Party arising out of or in connection with:
        (A)
        Work on the Sewer Improvements; (B) any failure by Seller to secure the
        Approvals (provided, however, that Purchaser has complied with its obligations
        under Paragraph 3 hereof) or to comply with the Approvals and all
        Applicable Laws in the performance of any Work on the Sewer Improvements;
        (C)
        the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors',
        contractors' subcontractors', representatives', agents', employees', and
        its
        present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's
        or its contractors', contractors' subcontractors', representatives', agents',
        employees', and its present and future mortgagees' use of the Easement, the
        Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether
        foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper
        operation of the Sewer Improvements; (F) failure to properly maintain, repair
        and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's
        failure to comply with any provision of this Agreement, with said
        indemnification to a Purchaser's Indemnified Party to include, but in no
        way be
        limited to, Damages or Claims resulting or arising from personal injury,
        death,
        or property damage occurring on or off of the Property, suffered by a
        Purchaser's Indemnified Party or any third-party, except to the extent such
        Damages or Claims arise out of the gross negligence or willful misconduct
        of
        Purchaser (and its contractors, contractors' subcontractors, representatives,
        agents, employees, and its present and future mortgagees).
 
 b.           For
        and in consideration of ten dollars ($10.00) specifically paid by Seller
        to
        Purchaser on the Effective Date, the receipt, adequacy and sufficiency of
        which
        is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from
        and
        against, and agrees to reimburse, all of Seller and its successors, assigns,
        owners, shareholders, partners, members, employees, officers, representatives,
        and its present and future mortgagees (each, a “Seller's Indemnified
        Party”), for any and all Damages and Claims incurred, paid or suffered by
        any Seller's Indemnified Party arising out of or in connection with (i) damage
        done to the Sewer Improvements by the gross negligence or willful misconduct
        of
        Purchaser (and its contractors, contractors' subcontractors, representatives,
        agents, employees, and its present and future mortgagees), or (ii) Purchaser's
        failure to comply with any provision of this Agreement, with said
        indemnification to a Seller's Indemnified Party to include, but in no way
        be
        limited to, Damages or Claims resulting or arising from personal injury,
        death,
        or property damage occurring on or off of the Property, suffered by a Seller's
        Indemnified Party or any third-party, except to the extent such Damages or
        Claims arise out of the gross negligence or willful misconduct of Seller
        (and
        its contractors, contractors' subcontractors, representatives, agents,
        employees, and its present and future mortgagees).
  5
  7.
        Reservations.  Seller hereby acknowledges and agrees that
        Purchaser shall have the right to use the Easement Parcel for all uses not
        inconsistent with the rights granted to Seller and its present and future
        mortgagees, grantees, successors and assigns, guests, agents, contractors
        and
        invitees herein including, but not limited to, use of the Easement Parcel
        for
        driveways, sidewalks, walkways, fences, roads, parking lots, trees, bushes,
        other landscaping and groundcover, and drainage areas, retention areas or
        drainage ditches, in accordance with any Approvals and Applicable
        Laws.  Purchaser agrees not to build or to convey to others permission
        to build, construct or install any permanent structures within, over, above
        or
        on the Easement Parcel.  This Agreement shall not be construed as a
        consent by Purchaser to, or as permitting, any other construction or
        improvements upon or changes to the Easement Parcel other than the Work,
        or as
        allowing any party other than Seller to construct any improvements upon the
        Purchaser Parcel (and then only on the Easement Parcel), without the prior
        written consent of Purchaser, with said consent, in each instance, which
        may be
        denied or conditioned in Purchaser's sole discretion.
 
 8.
        Non-Dedication.  Nothing contained herein shall be deemed to be
        a gift, grant or dedication of any portion of the Purchaser Parcel to the
        general public or for any public use or purpose whatsoever, it being the
        intention of the parties hereto that the Easement granted herein will be
        strictly limited to the private use of the Seller and its present and future
        mortgagees, grantees, successors and assigns, and nothing set forth herein,
        expressed or implied, shall confer upon any person, other than the parties
        hereto and their successors and assigns, any rights or remedies under, or
        by
        reason of, the Easement granted herein.
 
 9.
        Binding Effect.  The covenants contained herein are not
        personal but shall run with the Purchaser Parcel and the Seller Parcel and
        shall
        be binding upon and inure to the benefit of the parties hereto and their
        respective heirs, personal representatives, transferees, successors or
        assigns.
 
 10.
        Appurtenant Easement.  The Easement granted herein is for the
        benefit of the Seller Parcel and therefore is an appurtenant
        easement.
 
 11.
        Enforcement.  In the event of a breach of any of the terms,
        provisions, covenants or agreements set forth herein, the non-defaulting
        party
        shall notify the party alleged to be in default of the facts and nature of
        the
        default.  The party alleged to be in default shall have thirty (30)
        days from receipt of said notice to cure said default.  In the event
        the default is not cured within said thirty (30) days, the non-defaulting
        party
        shall be entitled to any and all remedies available at law or in equity,
        including, but not limited to, the equitable remedies of specific performance
        or
        mandatory or prohibitory injunction issued by a court of appropriate
        jurisdiction.  The parties hereto have agreed that in the event it
        becomes necessary for any party to defend or institute legal proceedings
        as the
        result of the failure of either party to comply with the terms, covenants,
        agreements and conditions herein contained, it is understood and agreed that
        the
        prevailing party in such litigation shall be entitled to be reimbursed by
        the
        defaulting party for all costs incurred or expended in connection therewith,
        including, but not limited to, reasonable attorneys’ fees and court costs
        through all trial and appellate levels.
  6
  12.
        Transfer of Title.  Whenever a transfer of ownership or the
        conveyance to a property owners association or dedication on a plat to a
        property owners association of any portion of the Seller Parcel or the Purchaser
        Parcel takes place, the liability of the transferor for any breach of the
        terms,
        provisions, covenants or agreements herein occurring (other then to said
        transferor's liability for monetary damages, claims and obligations hereunder,
        which shall expressly survive said transfer, conveyance, assignment or
        dedication) shall automatically terminate as to the portion of the Seller
        Parcel
        or Purchaser Parcel, as applicable, transferred, assigned or dedicated, and
        thereafter, the transferee shall be deemed to be liable for all obligations
        arising hereunder from and after the date of acquiring title to such portion
        of
        the Seller Parcel or the Purchaser Parcel, as applicable, until such date
        as
        such transferee shall convey, assign or dedicate such portion of Seller Parcel
        or the Purchaser Parcel, as applicable.
 
 13.
        Notices/Approvals.
 
 a.           All
        notices, requests, demands and other communications hereunder
        ("Notice(s)") shall be in writing and shall be deemed given (i) two (2)
        business days following the day said Notice is deposited in the U.S. mail,
        by
        registered or certified mail, return receipt requested, postage prepaid,
        or (ii)
        one (1) business day following the day said Notice is sent by overnight carrier
        (for next day business delivery), to the parties at their respective address
        as
        set forth in the opening paragraph hereof.  Either party may change
        their address for Notice by notifying the other party in writing in accordance
        with this paragraph of such changed address.  If either or both
        parties shall convey fee simple title to all or any prior of their respective
        parcels and the transferee thereof shall fail to provide the other party
        to this
        Agreement an updated address for Notice, then the address for Notice to such
        transferee shall be the address in the records of the Tax Collector of Palm
        Beach County, Florida for the owners of such parcel.
 
 b.           All
        requests for approval shall be submitted as provided herein for the delivery
        of
        Notices.  Except as expressly provided herein to the contrary, if no
        Notice in response shall have been given within ten (10) days of delivery
        of the
        request, approval shall be deemed to have been given.  Except as
        expressly provided herein to the contrary, approval in no instance shall
        be
        unreasonably withheld or delayed.
  7
  14.
        Insurance.  During the period of time in which Seller is
        installing, constructing, removing/replacing the Sewer Improvements, or is
        otherwise undertaking any activities so required of Seller under options
        (x) or
        (y) of Paragraph 15 below, Seller, at its sole cost and expense, shall
        procure and maintain a comprehensive general liability insurance policy with
        a
        limit of not less than One Million and No/100 Dollars ($1,000,000.00) per
        occurrence and Two Million and No/100 Dollar ($2,000,000.00) in the aggregate,
        with such coverage, including, but not limited to, contractual liability
        coverage, as may be reasonably acceptable to Purchaser (and any present
        mortgagees), naming Purchaser (and any present mortgagees) as an additional
        insured.  Prior to any entry on Purchaser Parcel to commence any
        activities requiring Seller to carry insurance under this Paragraph 14,
        installation, construction of the Sewer Improvements, Seller shall provide
        to
        Purchaser an insurance certificate evidencing the required
        coverage.
 
 15.
        Termination of Agreement.  If (A) Seller, for any reason
        whatsoever, should voluntary elect to cease use of the Sewer Improvements
        or the
        Easement granted herein (in which case Seller shall provide Purchaser with
        Notice of that fact pursuant to Paragraph 13 above), (B) Seller shall,
        for any reason whatsoever, cease use of the Sewer Improvements for a continuous
        period of time exceeding twenty-four (24) months (in which case Seller shall
        provide Purchaser with Notice of that fact at the end of said twenty-four
        (24)
        month period, pursuant to Paragraph 13 above), or (C) a court of
        competent jurisdiction (after affording Seller with the right to file and
        seek
        leave for all possible appeals) orders or enters a judgment extinguishing
        Seller's right to use the Easement or the Sewer Improvements (any,
        independently, or any combination of, (A), (B) and (C) above, shall be referred
        to herein as a "Triggering Event"), then, regardless of whether Seller
        provided Notice as required above in this paragraph, the Easement shall be
        deemed surrendered and abandoned, Purchaser shall permanently terminate its
        use
        of Sewer Improvements to provide sanitary sewer service to Seller Parcel,
        and
        this Agreement shall automatically terminate and thereafter be null and void;
        provided, however, that Seller, at its sole cost and expense, shall be
        obligated, at Purchaser's sole option, within sixty (60) days after any such
        Triggering Event, (x) to obtain all required Approvals to, and in accordance
        with all Approvals and all Applicable Laws, properly remove and dispose of
        the
        Sewer Improvements, and restore the Purchaser Parcel to substantially the
        same
        condition as existed prior to the removal of the Sewer Improvements (including,
        but not limited to, any driveways, sidewalks, walkways, fences, roads, parking
        lots, trees, bushes, other landscaping and groundcover, and drainage areas,
        retention areas or drainage ditches situated on the Purchaser Parcel so
        disturbed by such removal), and thereafter, Seller shall no longer have any
        rights or privileges whatsoever with regard to Purchaser Parcel; or (y) to
        obtain all required Approvals to, and in accordance with all Approvals and
        all
        Applicable Laws, cover and/or fill the Sewer Improvements with substances
        or
        materials of Purchaser's choice, and restore the Purchaser Parcel to
        substantially the same condition as existed prior to such actions (including,
        but not limited to, any driveways, sidewalks, walkways, fences, roads, parking
        lots, trees, bushes, other landscaping and groundcover, and drainage areas,
        retention areas or drainage ditches situated on the Purchaser Parcel so
        disturbed by completion of such actions), and thereafter, Seller shall no
        longer
        have any rights or privileges whatsoever with regard to Purchaser
        Parcel.  If Purchaser shall elect option (y) above, the cost and
        expense of Seller complying with it obligations thereunder shall not exceed
        the
        cost and expense that would be required if Purchaser elected option (x)
        above.  Expressly in lieu of selecting option (x) or option (y) above,
        Purchaser may also elect (as option (z)) to require Seller to obtain all
        required Approvals to, and in accordance with all Approvals and all Applicable
        Laws, leave the Sewer Improvements in place.  If Seller shall fail to
        act as it is so obligated under options (x), (y) or (z) above, then Seller,
        regardless of such failure, shall no longer have any rights or privileges
        whatsoever with respect to the Purchaser Parcel, and Purchaser may, if it
        so
        elects, obtain the Approvals to, and in accordance with all Approvals and
        all
        Applicable Laws, fulfill Seller's obligations under the selected option (x),
        (y)
        or (z), with Seller thereafter being responsible to reimburse Purchaser for
        the
        sums so paid by Purchaser in doing so, and all actual and other expenses
        (including the costs of any insurance that Purchaser deemed appropriate to
        obtain in taking such actions), with interest on all of the foregoing at
        eighteen percent (18%) per annum, from the date of Purchaser's payment
        (collective, "Restoration Costs").  The Restoration Costs shall
        be due from Seller to Purchaser within ten (10) days after Purchaser's delivery
        to Seller of written demand therefor, with accompanying sufficient supporting
        documentation.  Within ten (10) days after the occurrence of a
        Triggering Event, Seller shall execute and deliver to Purchaser a termination
        of
        this Agreement, sufficient to evidence the surrender and abandonment of the
        Easement and termination of this Agreement (the "Termination"), said
        Termination to thereafter be recorded by Purchaser in the Public Records
        of Palm
        Beach County, Florida.  Should Seller fail to execute and deliver the
        Termination, Seller hereby appoints Purchaser as Seller's attorney in fact
        to
        execute the Termination.
  8
  16.
        Amendment. Except as set forth herein, the Easement granted herein may
        not be modified, amended or terminated without the prior written approval
        of
        Seller and Purchaser.
 
 17.
        Waiver.  No waiver of any of the provisions of this Agreement
        shall be effective unless it is in writing, signed by the party against whom
        it
        is asserted and any such waiver shall only be applicable to the specific
        instance in which it relates and shall not be deemed to be a continuing or
        future waiver.
 
 18.
        Governing Law.  This Agreement shall be governed by and
        construed in accordance with the laws of the State of Florida.  Venue
        shall be Palm Beach County, Florida.
 
 19.
        Captions. The captions and paragraph headings contained herein are for
        reference and convenience only and in no way define, describe, extend or
        limit
        the scope or intent of the reserved rights, nor the intent of the provisions
        hereto.
 
 20.
        Plats.  In the event that this Agreement is still in full force
        and effect and all or any portion of the Purchaser Parcel is platted after
        the
        date hereof, any such plat of the Purchaser Parcel shall reference this
        Agreement and the Easement granted herein.
 
 21.
        Severability.  If any provision of this Agreement is, to any
        extent, declared by a court of competent jurisdiction to be invalid or
        unenforceable, the remainder of this Agreement will not be affected thereby
        and
        each provision of this Agreement will be valid and enforceable to the fullest
        extent permitted by law.
  9
  22.
        Estoppel.  Within ten (10) days of written request by one (1)
        party to this Agreement to the other party to this Agreement, the requested
        party shall provide to the requesting party a written certificate which shall
        certify to the requesting party, its purchaser, its lender or such other
        parties
        as may be appropriate, that: (i) this Agreement is in full force and effect
        and
        has not been modified (or if there have been modifications, that the same
        is in
        full force and effect as modified and stating the modifications), (ii) neither
        party to this Agreement is in default of its obligations hereunder (or if
        said
        party alleges that a party hereto is in default, stating the precise nature
        of
        said alleged default), and (iii) no monies are due from one party to the
        other
        party under this Agreement (or if said party alleges that a party hereto
        owes
        the other party monies, stating which party owes monies and, to the extent
        possible, the amount of said owed monies).
 
 23.
        Counterparts.  This Agreement may be executed and delivered in
        any number of counterparts, each of which, when so executed and delivered,
        shall
        be and constitute an original and one and the same document.
 
 
 **[SIGNATURES
        BEGIN ON FOLLOWING PAGE]**
  10
  IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        day
        and year first written above.
 
 Signed,
                  sealed and delivered
              
              **SELLER**:in
                  the presence of:WATERTOWER
                  BUSINESS PARK, LLCa
                  Florida limited liability companyName
              
              
              By:Brian
                  K. Waxman, Managing MemberName:By:Name:
              
              
              
              Peter
                  J. Applefield, Managing MemberName:
 
 
 STATE
        OF
        FLORIDA              
)
 )
 COUNTY
        OF
        PALM BEACH   )
 
 The
        foregoing instrument was acknowledged before me this ___ day of
        ___________________________, 2007, by Brian K. Waxman and Peter J. Applefield,
        as Managing Members of Watertower Business Park, LLC, a Florida limited
        liability company, on behalf of said company.  They are
 personally known to me or have produced a driver's license as
        identification.
 
 
 (NOTARY
                  SEAL)
              Notary
                  PublicPrint
                  Name:My
                  commission expires:
 
 
 **[SIGNATURES
        CONTINUE ON FOLLOWING PAGE]**
 11
  **PURCHASER:**Signed,
                  sealed and delivered in
              
              FLORIDA
                  PUBLIC UTILITIES COMPANY, a Florida corporationthe
                  presence of:By:Print
                  Name:
              
              
              Name:Its:Print
                  Name:
 
 
 
 
 STATE
        OF
        FLORIDA
 
 COUNTY
        OF
        PALM BEACH
 
 The
        foregoing instrument was acknowledged before me this ____ day of ______________,
        2007, by________________________, as _____________________________ of FLORIDA
        PUBLIC UTILITIES COMPANY, a Florida corporation, on behalf of the
        corporation.  He is ____ personally known to me or has
        ____ produced a driver's license as identification.
 
 
 (NOTARY
                  SEAL)
              Notary
                  PublicPrint
                  Name:My
                  commission expires:
 12
  **EXHIBIT
        “A”**
 
 **LEGAL
        DESCRIPTION OF PURCHASER PARCEL**
 
 [to
        be
        attached hereto]
  13
  **EXHIBIT
        “B”**
 
 **LEGAL
        DESCRIPTION OF SELLER PARCEL**
 
 [to
        be
        attached hereto]
  14
  **EXHIBIT
        “C”**
 
 **LEGAL
        DESCRIPTION OF EASEMENT PARCEL**
 
 [to
        be
        attached hereto]
 
 15