Exhibit 10.21

          Purchase and Sale Agreement executed by and between Golden Flake Snack
Foods,  Inc.,  as  Seller,  and  Rodney  D.  Evans and Everett James Crowell, as
Purchasers,  with  an  effective date of December 14, 2009, for the sale of land
and  improvements  located  in  Duval County, at 4771 Phyllis St., Jacksonville,
Florida.



                                       21
<PAGE>

                          PURCHASE AND SALE AGREEMENT
                          ---------------------------

     This  PURCHASE AND SALE AGREEMENT ("Agreement") dated as of the ____ day of
____________,  20__  (the  "Effective Date"), by and between Rodney D. Evans, an
individual,  and Everett James Crowell, an individual, having an address of 4850
Rosselle  Street,  Jacksonville, Florida 32254 (hereinafter called "Buyer"), and
Golden Flake Snack Foods, Inc., a Delaware corporation duly qualified to conduct
business  in  the  state  of  Florida,  having  an  address  of  P.O.  Box 2447,
Birmingham,  AL  35205  (hereinafter  called  "Seller").

                              W I T N E S S E T H:

     WHEREAS,  Seller  is  the  record owner of fee simple title to certain real
property  and improvements located thereon at 4771 Phyllis Street, Jacksonville,
Duval  County,  Florida,  which  property is currently improved with a warehouse
building  containing  approximately  4,784  square feet of under roof space; and

     WHEREAS,  Seller is desirous of selling and conveying the real property and
improvements  more  particularly described below to Buyer, and Buyer is desirous
of  purchasing  same  from  Seller,  on  the terms and subject to the conditions
hereinafter  set  forth.

     NOW,  THEREFORE,  for  and  in  consideration  of  the mutual covenants and
agreements  herein  contained,  the sums of money paid and to be paid hereunder,
and  for other good and valuable considerations, the receipt and sufficiency all
of  which are hereby acknowledged, the parties hereto do covenant, stipulate and
agree  as  follows:

     1.   SALE  AND  PURCHASE.    Seller  agrees  to  sell, assign, transfer and
convey  to  Buyer,  and  Buyer  agrees  to  purchase from Seller, the following:

          1.1.     The  real property described on Exhibit A attached hereto and
by  this  reference  made a part hereof, together with the improvements situated
thereon,  said  land  and  improvements  being  located  at 4771 Phyllis Street,
Jacksonville,  Duval  County,  Florida;

          1.2.     All  improvements,  appurtenances,  rights,  easements,
rights-of--way,  tenements  and hereditaments incident thereto and all title and
interest, if any, of Seller in and to all strips and gores and any land lying in
the  bed  of  any  street.

          1.3.     All  equipment,  plumbing,  heating, air conditioning systems
presently  incorporated  in  or  located  on  the  property.

(The real property improvements and personal property described in paragraphs 1.
1,  1.2  and  1.3  are  collectively  referred  to  as  the  "Property".)

     2.   PURCHASE  PRICE  AND PAYMENT.    In consideration of the conveyance of
the  Property  to  Buyer, Buyer shall pay to Seller the sum of ONE HUNDRED SIXTY
THOUSAND  DOLLARS  ($160,000.00)  payable  as  follows:

          2.1.     A  deposit in the sum of TEN THOUSAND DOLLARS ($10,000.00) to
be  held  by First American Title Insurance Company located at 3563 Philips Hwy,
#601  E,  Jacksonville, Florida 32207 ("Title Company") as escrow agent (in such
capacity,  "Escrow  Agent")  in  a  non-interest bearing trust account, with the
principal  credited  against  the  purchase  price  ("Earnest  Money  Deposit").

          2.2.     The balance of the purchase price shall be due in the form of
cash  or  certified  check  at  closing  and  shall be subject to prorations and
adjustments.

The  Earnest  Money  Deposit  and  the  balance  due at Closing are collectively
referred  to  as  the  "Purchase  Price".


                                       22
<PAGE>

     3.   INVESTIGATION PERIOD.

          3.1.     Buyer  shall  have,  at  reasonable times, a period of THIRTY
(30)  days  after  the  Effective  Date (the effective date is the date the last
party  has  agreed  to  terms)  to  perform  such  due  diligence as Buyer deems
necessary  or  appropriate  to  make  a  determination as to the desirousness of
obtaining  the  Property,  its suitability for Buyer's purposes and to determine
whether  or  not the Property is satisfactory to Buyer ("Investigation Period").
At  any time during the Investigation Period, Buyer may terminate this Agreement
at  it's  sole  discretion for any reason by giving notice thereof to Seller and
receive a return of the Earnest Money Deposit, in which case neither party shall
have  any  further  obligation  hereunder.

          3.2.     During  such  Investigation Period, Buyer will, during normal
business  hours,  be  provided  access  to the Property to inspect the Property,
verify  zoning,  conduct  engineering  and environmental studies and feasibility
tests,  determine  available  uses  under  zoning and the Comprehensive Land Use
Plan,  test  for  hazardous  materials, and determine the availability of water,
sewer,  and  other  utilities.

          3.3.     During  the Investigation Period, Seller will make available,
upon  Buyer's  request  for  inspection  by  Buyer, all building permits, plats,
plans,  governmental  approvals  relating  to  the  construction  and use of the
Property,  service  agreements  and/or  management  contracts, engineering data,
drawings,  plans, specifications, architectural drawings, studies, surveys, soil
tests,  audits,  site  assessments,  reports  and other information dealing with
jurisdictional wetlands and environmental, soil and subsurface conditions of the
Property  affecting  the  Property  that  are in Seller's possession or control.
Except  as  otherwise  set  forth  herein,  all  such  investigations,  tests,
verifications,  copies  and  examinations shall be made by Buyer at Buyer's sole
expense.  If  Buyer  refuses  or  fails  to  close for any reason, all materials
provided  by Seller to Buyer and all materials relating to the Property obtained
by Buyer, and all copies of any such materials, will be immediately delivered to
Seller.

          3.4.     Seller has delivered or will deliver to Buyer within ten (10)
days  of  the  Effective  Date  copies  of  all plans, drawings, studies, tests,
development  orders  and  other  reports  and  information  in  its  possession
concerning  the  Property,  including  without limitation environmental reports,
soil test reports, zoning and wetlands information, development orders and other
regulatory  requirements  concerning  land  use  affecting  the  Property or the
development  of  which  it  is  a  part,  surveys,  title reports, covenants and
restrictions, easements and plats. During the Investigation Period Buyer may, at
its  sole  cost  and expense, obtain such additional environmental reports as it
deems  necessary  to  fully  evaluate  the  condition  of  the  Property.

          3.5.     If  during  the Investigation Period, Buyer determines in its
judgment that it has been unable to obtain such studies, reports, authorizations
or tests in order for Buyer to make a determination to acquire the Property, and
it  is continuing to attempt to secure same, then upon written notice to Seller,
prior  to  the expiration of such period, it may extend the Investigation Period
by  an  additional  thirty  (30)  days.

          3.6.     Buyer  hereby  agrees  to  defend,  indemnify and hold Seller
harmless against any claims, costs, damages, or liability arising out of Buyer's
inspection  of  the  Property, including costs and reasonable attorney's fees at
both  trial  and  appellate levels. Buyer hereby agrees to defend, indemnify and
hold  Seller  harmless  from  and  against  all  liens  on the Property filed by
contractors,  materialmen,  or  laborers performing work and tests for Buyer. If
this  sale  does  not  close,  Buyer  shall restore the Property to its original
condition, and Buyer's obligation under this paragraph 3.6 shall survive Closing
or  the  expiration  or  termination  of  this  Agreement.

     4.   SURVEY.

          (a)     On  or  before  twenty-five (25) days from the Effective Date,
Seller,  at  its  expense, shall deliver to Buyer an ALTA survey of the Property
(the  "Survey")  prepared by Florida registered land surveyors and dated no more
than  twenty-five  (25)  days  prior  to the Effective Date. The Survey shall be
completed  in  accordance  with  the minimum standard detail requirements for an
ALTA survey; will, prior to Closing, be certified by such surveyor to (i) Buyer,
(ii)  the Title insurer, (iii) Seller; (iv) Buyer's counsel; and (v) any lenders
designated  by  Buyer;  have one perimeter description of the Property; show all
improvements,  easements, rights-of-way, set-back lines, encroachments and other
matters  affecting  the  use  or  development  of  the  Property; show all title
exceptions  shown  on  the title insurance commitment which are capable of being
located  on  the  Property;  and certify that the Property is located within the
applicable  flood  zone  according  to  the HUD Flood Insurance Rate Map, all of
which  shall  be  in  form  and  substance  satisfactory  to  Buyer.


                                       23
<PAGE>
          4.2.     If  the Survey shows (i) any encroachments on the Property or
that  improvements,  if  any, on the Property encroach on other lands; (ii) that
the  Property  is  not contiguous to a publicly dedicated right-of-way; or (iii)
any  other  title  matters  other  than Permitted Exceptions, Buyer shall notify
Seller  in  writing  within  ten  (10)  days after Buyer's receipt of the Survey
specifying  such  defects. Survey defects shall be treated in the same manner as
Title  Defects  under  paragraph  5  below.

     5.   QUALITY OF TITLE.

          5.1.     Buyer  shall  not  be obligated hereunder unless title to the
Property shall be marketable of record as will enable the Title Company to issue
to  Buyer,  at  regular  rates,  its  full  Purchase  Price  coverage,  standard
marketability  revised ALTA Owner's Title Insurance Policy, in the amount of the
Purchase  Price  hereunder,  without exceptions, and free and clear of all other
liens  and  encumbrances and subject only to the following permitted exceptions:

          (a)      Ad valorem  taxes  for  the  year of Closing (as such term is
hereinafter  defined)  and  subsequent  years;

          (b)      Such other exceptions as are satisfactory to Buyer in Buyer's
sole  and  absolute  discretion;  and

          (c)      Other matters  as  may be subsequently approved in writing by
Buyer  or  title  objections  waived  by  Buyer  pursuant  to  this  paragraph.

          5.2.     A title  commitment, together with copies of all  exceptions,
shall  be  obtained,  by  Buyer  attorney,  at  Seller's  expense  on  or before
twenty-five  (25)  days  after the Effective Date. If the title evidence reveals
any  defects  in the title to the Property, other than the Permitted Exceptions,
the  Buyer  shall have the right to notify the Seller in writing of the defects.

          (a)      If  the  Title  Commitment reflects any title exceptions that
Buyer,  in  its  sole  and  absolute  discretion, deems unacceptable (the "Title
Defect"),  then  Buyer  shall  have  ten  (10)  days  from  receipt of the Title
Commitment  to  give  Seller  written  notice  of  such  Title Defect. Except as
provided  herein, Seller shall not be obligated to remove any such Title Defect.
Notwithstanding anything contained herein to the contrary, except as hereinafter
limited,  Seller  shall  be  obligated  to  expend whatever sums are required to
remove or obtain affirmative coverage for the following Title Defects ("Monetary
Encumbrances")  prior  to,  or  at,  the  Closing:

                   (i)      all  mortgages,  security  deeds  or other  security
                   instruments encumbering the Real Property;

                   (ii)     all past due ad valorem  taxes  and  assessments  of
                   any kind, whether or not of record, which constitute,  or may
                   constitute,  a lien against the Real Property  (to the extent
                   that such assessments can be cured by the payment of money);

                   (iii)    judgments against Seller  (which do not result  from
                   acts or omissions on the part of Buyer)  which have  attached
                   to and become a lien against the Real Property; and

                   (iv)     any other monetary encumbrances  or  liens attaching
                   to the Property.

          (b)      Notwithstanding  Paragraph (A) in the event Seller elects not
to cure or is unable to cure any Title Defect prior to Closing, Buyer shall have
the  option  to  waive  any  Title Defect and proceed to Closing with such Title
Defect  being included as a Permitted Exception, or terminate this Agreement and
receive  the  Earnest  Money Deposit, in which case neither party shall have any
further  obligation  hereunder;  except that Buyer may be entitled to damages if
Seller  has  failed  to  remove any Monetary Encumbrances in accordance with the
requirements  of  this  Agreement.


                                       24
<PAGE>

     If  Buyer  does not make its election in writing within the time permitted,
the  Buyer  will be deemed to elect to terminate this Agreement. Notwithstanding
anything  herein to the contrary, Seller shall be obligated to cure any monetary
liens  against  the  Property  arising  by,  through  or  under  Seller.

     6.   REPRESENTATIONS WARRANTIES AND COVENANTS OF SELLER.

          6.1.     Prior to Closing Seller agrees to remove all debris and trash
located  on  the  Property,  if  any.

          6.2.     Seller's  Representations. To induce Buyer to enter into this
agreement  and  to  close the transactions contemplated hereby, Seller makes the
following  representations  to  Buyer  (the  "Representations"):

          (a)      Seller is  a corporation duly organized, validly existing and
in  good  standing under the laws of the State of Delaware and is duly qualified
to  conduct  business  in  the  State  of Florida. The individual executing this
Agreement  has  full and lawful authority to bind and obligate Seller to perform
its  obligations  as  herein  provided and upon execution hereof, this Agreement
shall  be  the binding and legal obligation of Seller and is enforceable against
Seller  under  the  laws  of  the  State  of  Florida.

          (b)      There are no leases.

          (c)      Except as  otherwise noted herein, Seller has no knowledge of
any  violation  of  any  Environmental  Laws  pertaining to the use of Hazardous
Materials  on  the  Property, as hereinafter defined or of any of the following:

                   (i)      The property had an existing  underground tank  that
                   was removed.  Seller shall provide  the  Underground  Storage
                   Tank Removal Closure Report describing the data, findings and
                   conclusions.  If  Seller  is  unable  to provide the  Closure
                   Report, the Seller shall generate a  Clean Phase I Audit  for
                   Buyer's review. and

                   (ii)     That any  Hazardous  Materials  are  buried  on  the
                   Property.

          As  used  herein,  the  term  "Hazardous  Material"  shall  mean  any
          hazardous,  toxic,  radioactive  or  dangerous  waste,  substance  or
          material  defined  as such in or for the purposes of the Comprehensive
          Environmental  Response  Compensation  and  Liability  Act  of  1980
          ("CERCLA"),  The  Resource  Conservation  Recovery  Act  ("RCRA"), the
          Superfund  Amendment  Reauthorization  Act  ("SARA"),  any  so-called
          superfund  or  superlien law, Chapter 403, Florida Statutes (1993), or
          any  other federal, state or local statute law, ordinance, code, rule,
          regulation,  order,  decree,  regulating,  relating  to  or  imposing
          liability  or  standards of conduct concerning any hazardous, toxic or
          dangerous  waste,  substance or material, as now or any time hereafter
          in  effect  (the  "Environmental  Laws"),  and any petroleum products.

          (d)      The Property is owned by  the Seller and is free and clear of
encumbrances.

          (e)      Seller is  not  the  subject  of  a  receivership,  nor is it
insolvent.  There  are  no  unsatisfied  liens, judgments or decrees of any kind
against  the  Seller  or the Property, or any actions or proceedings, pending or
threatened,  before  any  court  or administrative agency which would affect the
Seller  or  the  Property.

          (f)      Except as  provided  herein  and  to  the  best  of  Seller's
knowledge,  no  person  has  generated, placed, disposed or stored in, on, upon,
over or under the Property (i) asbestos in any form, (ii) urea formaldehyde form
insulation,  (iii)  poly-chlorinated  biphenyls,  or  (iv)  any  other chemical,
material  or  substance exposure to which is prohibited, limited or regulated by
any  federal,  state,  county,  regional  or  local  authority.

          (g)      There are  no  special  assessments,  condemnation or eminent
domain  proceedings  pending, or, to the best of Seller's knowledge, threatened,
which  would  affect  the  Property.

          (h)      There are no  management,  real  estate,  leasing  or  rental
commissions  in  existence  affecting  the  Property  which  are or could be the
obligation  of  Buyer.


                                       25
<PAGE>

          (i)      The  Property  is not subject to any  DRI  development  order
under  Chapter  380, Florida Statutes, nor is it subject to aggregation with any
other  property of Seller or with property which heretofore was subject to a DRI
development  order.

          (j)      Seller has received  no notice of violation,  and to the best
of Seller's knowledge, there exists  no violations of any law, ordinance, order,
rule,  regulation,  covenant  or  other  restriction  affecting  the  Property.

          (k)      Seller has  made  no  commitments  to  or agreements with any
governmental  authority  or  other  person,  which are binding upon Buyer of the
Property  which  have  not  been  disclosed  to  the Buyer and made part of this
agreement.

          (l)      There is no person which is required to approve or consent to
the  conveyance  or  contemplated  use  of  the  Property by Buyer, as is herein
contemplated,  or  if  required,  such  approval  or consent will be obtained by
Closing.

          (m)      Seller is not  a  "foreign  person"  within  the  meaning  of
Section  1445 of the Internal Revenue Code of 1986, and has furnished Buyer with
its  Federal Employer Identification Number. At Closing, Seller will execute and
deliver  to  Buyer a Non-Foreign Certification of Individual Transferor, in form
and  substance  satisfactory  to  Buyer's  counsel.

          (n)      No notice  of commencement has been filed with respect to the
Property and no work has been done or materials furnished to the Property within
the  preceding  ninety  (90)  days  for  which  a  lien  could  arise.

          (o)      There are  no  persons  in possession of the Property (or any
portion  thereof) or having rights to possession of the Property (or any portion
thereof)  except  Seller.

          6.3      Expectations, warranties and covenants shall survive closing.

     7.   LEASES.

          (a)      There are  no Leases affecting the Property, oral or written.

     8.   CONDITIONS PRECEDENT.

          8.1.     Conditions Precedent to Buyer's Obligations.  The obligations
of  Buyer under this Agreement are subject to satisfaction (or written waiver by
Buyer)  of  each  of  the  following conditions or requirements on or before the
Closing  Date:

          (a)      (Seller's warranties and representations under this Agreement
shall  be  true  and  correct,  and  Seller  shall  not be in default hereunder.

          (b)      All obligations  of Seller contained in this Agreement, shall
have  been  fully  performed in all material respects and Seller shall not be in
default  under any covenant, restriction, right-of-way or easement affecting the
Property.

          (c)      A Title  Insurance  Commitment  in  the  full  amount  of the
Purchase  Price  shall  have been issued to the Buyer, subject only to Permitted
Exceptions.

          (d)      The  physical  and  environmental  condition of the  Property
shall  be  unchanged  from  the  date  of this Agreement, ordinary wear and tear
excepted.

          (e)      Seller shall  have  delivered  to Buyer the following in form
reasonably  satisfactory  to  Buyer:


                                       26
<PAGE>

               (i)     General  Warranty Deed in proper form for recording, duly
executed  and  acknowledged so as to convey to Buyer the fee simple title to the
Property,  subject  only  to  the  Permitted  Exceptions  (the  "Deed");

               (ii)    Originals,  if  available,  or if not, true copies of the
Leases and of the governmental approvals, or and such Materials as may be in the
possession  or  control  of  Seller;

               (iii)   A title certificate,  properly endorsed by Seller,  as to
any  items  of  Property  for  which  title  certificates  exist;

               (iv)    The  Survey;

               (v)     A   general   assignment   of   all  assignable  existing
warranties  relating  to  the  Property,  to the extent said existing warranties
relating  to  the  Property  are  in  Seller's  possession;

               (vi)    An  owner's  affidavit,  non-foreign  affidavit and  such
further  instruments  of conveyance, transfer and assignment and other documents
as may reasonably be required by Buyer or its counsel in order to effectuate the
provisions  of  this  Agreement  and  the  transactions  contemplated  herein;

               (vii)   The  originals or copies of any real property  tax  bills
for  the Real Property and Improvements for the then current fiscal year and the
previous  year, and, if requested, the originals or copies of any current water,
sewer  and  utility  bills  which  are  in  Seller's  custody  or  control;

               (viii)  Affidavit/Certificate   of   Resolution   and  Incumbency
Certificate  for  Seller  and/or  its  principals  authorizing  the  transaction
described  herein.

               (ix)    All keys and other means of access to the Improvements in
the  possession  of  Seller  or  its  agents;  and

               (x)     Closing  Statement.

          In  the  event  that all of the foregoing provisions of this paragraph
8.1  are  not satisfied and Buyer elects in writing to terminate this Agreement,
then  the  Earnest  Money Deposit shall be promptly delivered to Buyer by Escrow
Agent  and,  upon  the  making  of  such  delivery, neither party shall have any
further claim against the other by reasons of this Agreement, except as provided
in  paragraph  3.6.

          8.2.     Conditions Precedent to Seller's Obligations. The obligations
of Seller under this Agreement are subject to satisfaction (or written waiver by
Seller)  of  each  of  the following conditions or requirements on or before the
Closing  date:

          (a)      All of the obligations of  Buyer contained in this  Agreement
shall  have been fully performed by or on the date of Closing in compliance with
the  terms  and  provisions  of  this  Agreement.

          (b)      Buyer shall have  delivered to  Seller  at or  prior  to  the
Closing  the  following,  which  shall  be  reasonably  satisfactory  to Seller:

               (i)     Delivery and/or  payment of the  balance of the  Purchase
Price in accordance  with  paragraph  2  at  Closing;

               (ii)    Closing Statement executed by Buyer;

          In  the  event  that all conditions precedent to Buyer's obligation to
purchase  shall have been satisfied but the foregoing provisions of this Section
82  have not, and Seller elects in writing to terminate this Agreement, then the
Earnest Money Deposit shall be promptly delivered to Seller by Escrow Agent and,
upon  the  making  of  such delivery, neither party shall have any further claim
against  the other by reasons of this Agreement, except as provided in paragraph
3.6.


                                       27
<PAGE>

          8.3.     Best Efforts. Each  of  the  parties  hereto  agrees  to  use
reasonable  best  efforts  to  take  or cause to be taken all actions necessary,
proper  or  advisable  to  consummate  the  transactions  contemplated  by  this
Agreement.

     9.   CLOSING AND CLOSING DATE.

          9.1.     Closing Date. The consummation of this sale by Seller and the
purchase  by  Buyer  of  the Property (the "Closing" or "Closing Date") shall be
held on or before thirty (30) days following the expiration of the Investigation
Period,  at  the  office  of  the  Title  Company  in  Jacksonville,  Florida.

          9.2.     In the  event  Buyer  shall have notified  Seller pursuant to
Paragraph 3.5 above and extended the Investigation Period, then Buyer shall have
the right to a thirty (30) day extension within which to close this transaction.
In  the  event Buyer exercises its right to extend, then the extended date shall
be  deemed  the  Closing  Date  for  purposes  of  this  transaction.

          9.3.     Waiver of Attendance at Closing.  Either  party may waive its
appearance  at  Closing  by  providing  to  Escrow  Agent  on or before the date
established for Closing all documents, funds and things required to be delivered
by  said  party  pursuant to this Agreement along with written instruction as to
the  conditions  (if  any)  for  release thereof as well as instructions for the
delivery  of  documents,  funds  and  things  to  be  delivered  to  said party.

     10.  APPORTIONMENTS.   All ad valorem taxes,  assessments,  rents and other
expenses  and  revenues of the Property, related to periods extending beyond the
Closing  Date,  shall be prorated between Seller and Buyer as of midnight on the
day  immediately  preceding the Closing Date. The ad valorem tax proration shall
be  based  upon  the  fully  documented  amount  reflected on the current year's
assessment.  If  the  current  year's assessment is not available, taxes will be
prorated on the prior year's assessment and either party shall have the right to
request  and  obtain  a  re-proration  on  receipt  of the appropriate tax bill.

     11.  CLOSING COSTS.

          11.1.    Seller shall pay the following closing costs:

          (a)      Documentary stamps on the Deed;

          (b)      Recording releases of encumbrances;

          (c)      The premium and search fees  for  issuance of an  Owner's Fee
          Title  Insurance  Policy  insuring  Buyer  in the  full  amount of the
          Purchase Price;

          (d)      Survey;

          (e)      Seller's attorney's fees;

          (f)      The real estate commission set forth in paragraph 12 below;

          (g)      All curative  title  documents for  title and  survey defects
          required under Paragraph 5.2 above;

          (h)      All recording  fees other than  for  the  Warranty  Deed  and
          documents relating to Buyer's financing;

          11.2.    Buyer shall pay the following closing costs:

          (a)      Recording of the Deed.

          (b)      Buyer's attorney's fees.


                                       28
<PAGE>

          (c)      Any and  all  expenses  incurred  by   Buyer  for  financing,
          permitting, environmental, investigations and inspections.

          (d)      Costs associated with Buyer's financing, if any.

     12.  BROKERAGE.  The  Seller agrees to pay Pine Street I RPS, LLC  (Sellers
Agent)  a  total  commission of Six percent (6%) of the total sales price at the
closing  of  this  transaction.

     13.  CASUALTY/CONDEMNATION.

          13.1.    Seller assumes all risk and liability, damage  to  or  injury
occurring  to  the Property and/or Personal Property by fire, storm, accident or
any  other  casualty  or  cause  until  the Closing has been consummated. If the
Property or Personal Property, or any part thereof, suffers any damages prior to
the  Closing  from  fire  or other casualty, Buyer may either (i) terminate this
Agreement  and  the  Earnest  Money  Deposit  and  all interest thereon shall be
returned  to  Buyer, in which event the parties shall have no further rights and
liabilities  hereunder  except  with  respect  to  those  matters  specifically
surviving  termination  or  Closing;  or  (ii)  without  repairing  such damage,
consummate  the  Closing,  in  which  fatter event the proceeds of any insurance
covering  such  damage  shall  be  assigned  to  Buyer  at  Closing.

          13.2.    If,  prior  to  Closing, action is initiated or threatened to
take a material part of the Property by eminent domain proceedings or by deed in
lieu  under  threat  thereof,  Buyer may either (i) terminate this Agreement and
receive a refund of the Earnest Money Deposit and all interest thereon, in which
event  the  parties shall have no further rights or obligations hereunder except
those  matters specifically surviving termination or Closing; or (ii) consummate
the Closing in which latter event any award received or to be received by Seller
from  the  condemning  authority  shall be assigned to Buyer at the Closing. For
purposes  hereof,  a  "material part" shall be deemed to mean a taking which (i)
prohibits  or  impedes  Buyer's  intended  use of the Property; (ii) affects any
means  of  ingress  or  egress to the Property; or (iii) physically affects more
than  ten  percent  (10%)  of  the  available  square  footage  of the Property.

     14.  DEFAULT.

          14.1.    In the event Buyer fails to perform any of the  covenants and
agreements  set  forth  in this Agreement on its part to be performed within the
time  or  times  specified  herein, the Earnest Money Deposit deposited by Buyer
with  Buyer's counsel hereunder and shall be paid to Seller as consideration for
its  execution  of  this  Agreement and in full settlement of, and as liquidated
damages  for,  any  and all claims for damage occasioned by Buyer's default, the
exact  measure  of  damages being impossible to ascertain, and upon such payment
this  Agreement  shall  terminate,  expire,  cease and become null and void and,
thereafter,  all  parties  hereto  shall  be  relieved  of  any  and all further
obligations  and liabilities to each other under this Agreement, save and except
those  which  by  the  terms  of this Agreement are intended to survive any such
termination.

          14.2.    In the event the Seller fails to perform any of the covenants
and  agreements  set  forth  in  this Agreement on its part to be performed, the
Earnest  Money  Deposit  and shall be returned to Buyer on demand, and upon such
demand  and  the  return  of said Earnest Money Deposit to Buyer, this Agreement
shall  terminate,  expire,  cease  and become null and void and, thereafter, all
parties  hereto  shall  be  relieved and absolved of all further obligations and
liabilities  to  each other under this Agreement, save and except those which by
the  terms  of  this Agreement are intended to survive any such termination. The
Buyer,  however,  at  its  option and in lieu of the return of the Earnest Money
Deposit  and  interest,  as  aforesaid,  may  proceed  to  enforce its rights of
specific  performance,  against  Seller  under  this  Agreement.

     15.  NOTICES.  All  notices, requests, demands,  and  other  communications
which  are  required  or  permitted to be given under this Agreement shall be in
writing  and  shall be given to the party at its address or facsimile number set
forth  below.  Each  notice  shall  be  deemed  to  have  been  duly  given  and
received(1):  (a) as of the date and time the same are personally delivered with
a  receipted  copy, (b) if given by facsimile, when the facsimile is transmitted

_____________________________
(1) Provided that such notice shall not be deemed tardy because it is mailed on
or before the date due hereunder but not the requisite number of days prior,
only that delivery by such method shall extend the period of any required
response from the recipient.

                                       29
<PAGE>

to  the  party's  facsimile  number specified below and confirmation of complete
receipt  is  received by that transmitting party during normal business hours or
the  next  Business  Day  if  not confirmed during normal business hours; (c) if
delivered  by U. S. Mail, within three (3) days after depositing with the United
States  Postal  Service,  postage  prepaid  by  certified  mail,  return receipt
requested,  or  (d)  if  given by a nationally recognized or reputable overnight
delivery  service  within  one (1) day after deposit with such delivery service.

               If to Seller:       Golden Flake Snack Foods, Inc.
                                   P.O. Box 2447
                                   Birmingham, AL 35201
                                   Facsimile: (205) 458-7335

               With a copy to:     John P. McKleroy, Jr.
                                   Spain & Gillon, LLC
                                   2117 Second Avenue North
                                   Birmingham, AL 35203
                                   Facsimile: (205) 324-8866

               With a copy to:
                If to Buyer        Rodney D. Evans, an individual, and
                                   Everett James Crowell, an individual
                                   4580 Rosselle Street
                                   Jacksonville, Florida 32254
                                   Facsimile _______________

               With a copy to:     Joseph J. Van Rooy
                                   6622 Southpoint, Suite
                                   170 Jacksonville, Florida 32216
                                   Facsimile: ______________

or at such other address as the parties may specify from time to time by written
notice  to  the  other  party.  Notwithstanding  the  provisions  hereof  to the
contrary,  legal  counsel  for  either  party may provide any notice required or
permitted  hereunder  solely  by  direct  communication  from said party's legal
counsel  to  legal counsel for the other party pursuant to the methods of notice
permitted  under  this  paragraph.

     16.  SUCCESSORS AND ASSIGNS.  All terms of this  Agreement shall be binding
upon,  shall  inure  to the benefit of, and be enforceable by the parties hereto
and  its  respective  legal representatives, heirs, successors and assigns. This
Agreement  may  not  be  assigned  without  the written consent of Seller, which
consent  will  not  be  unreasonably  withheld  or  delayed.

     17.  GOVERNING LAW. This Agreement is intended to be performed in the State
of  Florida  and  shall  be governed and construed in all respects in accordance
with  the  laws of the State of Florida, without regard to concepts of choice of
laws.  Venue in any action arising under this Agreement shall lie exclusively in
the  County  and  Circuit  Courts of the Florida county in which the property is
located.

     18.  CAPTIONS.  The captions of this Agreement are inserted for convenience
or  reference  only and not to define, describe or limit the scope or the intent
of  this  Agreement  or  any  term  hereof.

     19.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each  of which shall be deemed to be an original but all of which
together  shall  constitute  one  and  the  same  instrument.

     20.  CHANGES  AND  MODIFICATIONS;   CHANGES  AND  INCORPORATION   OF  PRIOR
AGREEMENTS.  This  Agreement  may not be orally changed, modified or terminated.
This  Agreement  supersedes  any and all prior understandings, letters of intent
and/or  letter agreements. Other matters of similar nature shall be deemed to be
of no force or effect in the interpretation of this Agreement, it being intended
that  this  Agreement  represents  the  entire  understanding of the parties. No
modification  or waiver of any provision hereof shall be valid unless in writing
and  signed  by  the  party  against  whom  it  is  to  be  enforced.


                                       30
<PAGE>

     21.  WAIVER.  No  failure  of  either  party to  exercise  any  power given
hereunder  or  to  insist  upon strict compliance with any obligations specified
herein,  and  no  custom  or  practice  at variance with the terms hereof, shall
constitute  a  waiver  of any party's right to demand strict compliance with the
terms  hereof;  provided, however, that any party may, at its sole option, waive
any  requirement,  covenant  or  condition herein established for the benefit of
such  party  without  affecting  any  of the other provisions of this Agreement.

     22.  FURTHER ASSURANCES. Seller and Buyer each agree to execute and deliver
to  the  other  such  further documents and instruments as may be reasonable and
necessary  in  furtherance  of  and  to  effectuate the intent of the parties as
expressed  by  the  terms  and  conditions  hereof.

     23.  ATTORNEY'S FEES. If either party commences an action against the other
to  enforce  any of the terms hereof or because of the breach by either party of
any  of the covenants, terms or conditions hereof, the prevailing party shall be
entitled  to  costs,  expenses, and reasonable attorney's fees at both trial and
appellate  levels incurred in connection with the bringing and/or defense of any
such  action.

     24.  TIME OF ESSENCE. TIME IS OF THE ESSENCE IN THIS AGREEMENT.

     25.  RADON.  Radon is a  naturally occurring radioactive gas that,  when it
has accumulated in a building in sufficient quantities, may present health risks
to  persons who are exposed to it over time. Levels of radon that exceed federal
and  state  guidelines  have  been  found  in  buildings  in Florida. Additional
information  regarding  radon and radon testing may be obtained from your county
public  health  unit. This disclosure is required by Florida law to be contained
in  all  contracts  for  sale  or  lease  of  buildings.

     26.  ESCROW AGENT; EARNEST MONEY DEPOSIT

          26.1.    Duties.  By  signing  a copy of this Agreement,  Escrow Agent
agrees  to  comply  with the terms hereof insofar as they apply to Escrow Agent.
Upon  its receipt, Escrow Agent shall receive and hold the Earnest Money Deposit
in  trust,  to  be  held and disbursed in accordance with the provisions of this
Agreement.

          26.2.    Indemnity.  Escrow  Agent shall not be liable to either party
except  for  claims resulting from the gross negligence or willful misconduct of
Escrow  Agent.  If  the escrow is involved in any controversy or litigation, the
parties  hereto shall jointly and severally indemnify and hold Escrow Agent free
and  harmless  from  and  against  any  and all loss, cost, damage, liability or
expense, including costs of reasonable attorneys' fees to which Escrow Agent may
be put or which may incur by reason of or in connection with such controversy or
litigation,  except to the extent it is finally determined that such controversy
or  litigation  resulted  from  Escrow  Agent's  gross  negligence  or  willful
misconduct.  If the indemnity amounts payable hereunder result from the fault of
Buyer  or Seller (or their respective agents), the party at fault shall pay, and
hold  the  other  party  harmless  against,  such  amounts.

          26.3.    INTENTIONALLY  OMITTED

          26.4.    Withdrawal.  No  party  shall have the right to  withdraw any
monies  or  documents  deposited by it with Escrow Agent prior to the Closing or
termination  of  this  Agreement  except  in  accordance  with the terms of this
Agreement.

          26.5.    Written Objection. If a written objection is filed within the
time  allowed  or  if  the Escrow Agent is in doubt as to its duties, the Escrow
Agent  may  continue  to  hold  the funds in escrow until the matter is resolved
either  by  joint written direction from the parties or by any County or Circuit
court  having jurisdiction of the dispute or the Escrow Agent may interplead the
same  in  the  applicable County or Circuit court and be relieved of any and all
liability  therefor.  In  any  action  or proceeding regarding the Earnest Money
Deposit  brought  by  Escrow  Agent or to which Escrow Agent is made a party the
Escrow  Agent  shall  be entitled to recover its reasonable costs and attorney's
fees  (through  appeal).

     27.  DUE  NEGOTIATION.  This  Agreement  has  been  drafted  following  due
negotiation  by both parties and their respective representatives and fairly and
accurately  reflects  the  intent  of  the  parties with regard to the terms and
conditions of this Agreement. Accordingly, all parties agree that this Agreement
shall  not be construed for or against any party, but rather solely on the plain
meaning  of the contents hereof.  None of the parties hereto shall be considered
to  be  the drafter of this Agreement or any provision hereof for the purpose of
any  statute,  case  law or rule of interpretation or construction that would or
might  cause  any  provision  to  be construed against the drafter thereof. Each
party  has  had or has been advised to seek legal advice by an attorney of their
own  choice  prior  to  the  execution  of  this  Agreement.  Each  party  fully
understands  the  facts and has been informed fully as to their legal rights and
obligations.  Each  party  is  signing  or  has signed this Agreement freely and
voluntarily  and  with  full  knowledge  of  the  possible  implications hereof.


                                       31
<PAGE>

     28.  ACCEPTANCE DATE. This Agreement shall become effective  as  a contract
when  signed  by  both  Buyer  and  Seller. If not executed by all parties on or
before  "  the  proposed  transaction  shall  terminate.

     29.  RECORDING.  Neither  this  Agreement,  any portion  thereof,  nor  any
memorandum  relating  hereto,  shall  be  placed  of record by any party to this
Agreement.

     30.  NO ASSUMPTION OF SELLER'S LIABILITIES.  Buyer is  acquiring  only  the
Property  from  Seller.  Buyer does not assume or agree to pay, or indemnify the
Seller  or  any  other  person  or entity against, any liability, obligation, or
expense  of the Seller or relating to the Property in any way except only to the
extent,  if  any,  herein  expressly  and  specifically  provided.

     31.  "AS IS" SALE.  Notwithstanding any provision to the  contrary  herein,
Purchaser  acknowledges  and  agrees that, prior to closing, Purchaser will have
made  its  independent  investigation  and  examination  of  the  property  and
conditions  associated  therewith in order to become familiar with the condition
thereof.  Except  as expressly set forth in this Agreement, it is understood and
agreed  that Seller is not making and has not at any time made any warranties or
representations  of any kind or character, expressed or implied, with respect to
the  property,  including, but not limited to, any warranties or representations
as  to habitability, merchantability, fitness or suitability of the property for
a particular purpose or intended use, income derived from the property, physical
condition, the structural integrity of any improvements, soil conditions, latent
or  patent  physical  conditions,  the  sufficiency  of  any  undershoring,  the
sufficiency of any drainage, whether the premises is located wholly or partially
in any flood plain or flood hazard boundary or similar area and any other matter
affecting  the  stability  or  integrity  of  the  land  or  the  improvements.

     This Paragraph 31 shall survive closing.

     32.  WAIVER OF JURY TRIAL.  SELLER AND BUYER HEREBY KNOWINGLY,  VOLUNTARILY
AND  INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF  ANY  LITIGATION  BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS  AGREEMENT  AND  ANY  AGREEMENT  CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH,  OR  ANY  COURSE  OF  CONDUCT,  COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL  OR  WRITTEN)  OR  ACTION  OF  EITHER PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT  FOR  THE  SELLER  AND  BUYER  ENTERING  INTO  THIS  AGREEMENT.


                                       32
<PAGE>

     IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the
Effective Date.

Signed, sealed and delivered
in the presence of:

                                     Golden Flake Snack Foods, Inc., a Delaware
--------------------------------     Corporation
[                     ]
Print Name                           Date: _____________________


--------------------------------
[                     ]
Print Name
                                     By:
                                         ---------------------------------------
                                     [                     ]Print Name
                                             Its ___________ President


                                     Rodney D. Evans, an individual
--------------------------------
[                     ]
Print Name                           Date: _____________________


--------------------------------
[                     ]              By:
Print Name                               ---------------------------------------
                                     [                     ]Print Name


                                     Everett James Crowell
--------------------------------
[                     ]
Print Name                           Date: _____________________


--------------------------------
[                     ]              By:
Print Name                               ---------------------------------------
                                     [                     ]Print Name


                                       33
<PAGE>

                                 ACKNOWLEDGMENT
                                 --------------

     First  American  Title  Insurance  Co., Jacksonville, FL 32207 acknowledges
receipt  of  the  Earnest Money Deposit (if paid by check, subject to clearance)
and  agrees to act as Escrow Agent in accordance with the terms of the foregoing
Agreement.

     ACKNOWLEDGED  this  _____  day  of  ____________,  20__.

                                     Name

                                     By:
                                        ----------------------------------------


                                       34
<PAGE>

                                   EXHIBIT A
                                  See attached


                                       35
<PAGE>



                        SEE ATTACHED PDF FOR MAP GRAPHIC





                                       36
<PAGE>

                                   EXHIBIT B

                          General Conditions of Escrow

     Without  limitation,  Escrow  Agent  shall  not  be  liable for any loss or
     damage  resulting  from  the  following:

a.   The financial  status  or  insolvency  of  any  other  party  or  any
     misrepresentation  made  by  any  other  party.

b.   Any legal  effect,  insufficiency  or  undesirability  of  any  instrument
     deposited  with  or  delivered  by  or  to Escrow Agent or exchanged by the
     parties  hereunder,  whether  or not Escrow Agent prepared such instrument.

c.   The default,  error,  action  or omission of any other party to the escrow.

d.   Any loss  or  impairment  of funds that have been deposited in escrow while
     those  funds  are  in  the course of collection or while those funds are on
     deposit  in a financial institution if such loss or impairment results from
     the  failure,  insolvency  or  suspension of a financial institution or any
     loss  or  impairment  of  funds  due to the invalidity of any draft, check,
     document  or  other  negotiable  instrument  delivered to the Escrow Agent.

e.   The expiration  of  any  time limit or other consequence of delay, unless a
     properly  executed instruction, accepted by Escrow Agent has instructed the
     Escrow  Agent  to  comply  with  said  time  limit.

f.   Escrow  Agent's  compliance  with any legal process, subpoena, writ, order,
     judgment  or  decree  of  any  court,  whether  issued  with  or  without
     jurisdiction  and  whether or not subsequently vacated, modified, set aside
     or  reversed.

g.   Any shortfall in the sufficiency of the amount held in escrow to accomplish
     the  purpose  of  this  Escrow  Agreement.

h.   Any obligation  to  collect  additional funds, unless such obligation is in
     writing  and  signed  by  the  Escrow  Agent.


                                       37