Exhibit 10.2


                              SETTLEMENT AGREEMENT

      This Settlement Agreement  ("Agreement") is entered into between Whitemark
Homes, Inc., a Colorado corporation ("Whitemark Homes");  Kenneth Lawrence White
("White");  Mitchell Gordon ("Gordon");  Scott D. Clark ("Clark"); Hugh Harling,
Jr.   ("Harling");   Margaret  Older  ("Older");   Karen  Lee  ("Lee");   Alstar
Enterprises,  L.L.C.  ("Alstar  Enterprises");  Alstar  Development  Group, Inc.
("Alstar Development"); Cabana Beach Club, L.L.C. ("Cabana Beach"); Cabana Cove,
L.L.C. ("Cabana Cove"); Destin Parks, Inc. ("Destin"); Emerald Beach Corporation
("Emerald  Beach");  Emerald Sea Development,  Inc.  ("Emerald Sea"); Long Point
Cove, L.L.C. ("Long Point");  LPG, Inc. ("LPG");  Magnolia Landing  Development,
Inc.  ("Magnolia");   Muirfield  Development  Corporation  ("Muirfield");  North
Florida Consulting, Inc. ("NFC"); Panhandle Development, Inc. ("Panhandle"); Sea
Oat Properties, Inc. ("Sea Oat"); Sunshine Development Group, Inc. ("Sunshine");
Torel, Inc. ("Torel"); Troon Development Corporation ("Troon");  Whitemark Homes
of Florida,  Inc., a Florida  corporation  (collectively  the  "Whitemark  Homes
Group");  AND William Michael Adkinson ("Mike Adkinson"),  Chad Adkinson,  Larry
Wayne Adkinson ("Wayne Adkinson"),  Gulf Destination Enterprises,  Inc. ("GDE"),
Castle Development Properties, Inc. ("Castle") and Concourse, Inc. (collectively
the "Adkinson  Group");  AND Dana C.  Matthews,  Esq.,  John W.  Hawkins.  Esq.,
Matthews &  Hawkins,  P.A.  and  Destin  Land & Title,  Inc.  (collectively  the
"Matthews Group"). The Adkinson Group,  Whitemark Homes Group and Matthews Group
have agreed to resolve  all  disputes  between  them and all claims or causes of
action,  which  have  arisen,  or which  might  arise in the  future  (with  the
exception of enforcing the provisions of this Agreement) based upon any business
relationships  and  transactions  (including  any  disputes  arising  out of the
Agreement  for Exchange of Corporate  Stock by and between  Whitemark  Homes and
Mike  Adkinson,  Wayne  Adkinson  and Chad  Adkinson  dated August 31, 2001 (the
"Exchange  Agreement");  Closing  Agreement  pursuant to the Exchange  Agreement
("Closing Agreement"); Guaranty and Indemnity Agreement by and between Whitemark
Homes  and  Mike  Adkinson,   Chad  Adkinson  and  Wayne   Adkinson   ("Guaranty
Agreement");  Voting  Agreement by and among  Whitemark Homes and Mike Adkinson,
Chad Adkinson and Wayne  Adkinson  ("Voting  Agreement");  profit  participation
agreements;   Security  &  Funding  Agreement;  joint  venture  agreements;  and
Employment  Agreement  between  Whitemark  Homes and Mike Adkinson  ("Employment
Agreement"),  and all other agreements  executed in connection with the Exchange
Agreement.  Therefore,  in  consideration  of the mutual  promises  and valuable
consideration provided in this Agreement, the parties hereby agree as follows:

I.    DISMISSAL OF LAWSUITS.
      ----------------------

      A.   On or before  April 25,  2003,  the  parties  shall do the  following
           matters:

      1.   Execute and file of record a joint  dismissal with prejudice of their
           claims in Whitemark Homes,  Inc., et al. v. Adkinson,  (Walton County
           Circuit          Court          Case         No.          03CA000055)
           ("Replevin/Counterclaim/Counter-Counterclaim Action").

      2.   Execute and file of record a joint  dismissal with prejudice of their
           claims in Muirfield Development  Corporation,  et al. v. Matthews, et
           al.  (Orange  County  Circuit  Court  at Case No.  2003 CA 2532  #39)
           ("Matthews Action").

      3.   Execute and file of record a joint  stipulation  requesting the court
           enter  an  order  approving  the  dismissal  with  prejudice  of  the
           Shareholder  Derivative  Action  docketed  at  Adkinson,  et  al.  v.

<PAGE>

           Whitemark  Homes,  et al.,  (Walton  County  Circuit  Court  Case No.
           03CA000073) ("Shareholder Derivative Action"),  without the necessity
           of a hearing.

      4.   Execute  and  file of  record a joint  dismissal  with  prejudice  of
           Whitemark  Homes/NFC/Troon/Muirfield  claims  against Mike  Adkinson,
           Chad Adkinson,  Wayne Adkinson,  Castle and GDE pending in the matter
           docketed at Whitemark Homes, Inc., et al. v. Adkinson, et al. (Walton
           County  Circuit Court Case No.  03CA000110)  ("Quiet Title  Action").
           This  will  not  affect  any  claims  between  Mike  Adkinson,  Wayne
           Adkinson,  Chad Adkinson,  Castle, GDE and Southeastern  Consulting &
           Development Company ("Southeastern") in said Quiet Title Action.

      B.   All  parties  further agree that they will not file, or aid or assist
others in  filing,  any  charges or  commencing  any  lawsuits,  investigations,
administrative  proceedings or other  proceedings  or actions  against any other
party  to this  Agreement  regarding  any  claims  released  in  this  Agreement
including  commencing  or filing any claims  with the  Securities  and  Exchange
Commission  ("SEC"),  except as  required  by law.  To the  extent  any party is
required to report,  notice,  testify or otherwise  participate in such charges,
lawsuits,  investigations,  administrative  proceedings or other  proceedings or
actions,  said person or entity  shall  provide the other  parties with ten (10)
calendar  days written  notice  before  participating,  disclosing or taking any
action described in this  subparagraph IB. Notice shall be given pursuant to the
notice section below.

II.   FEES AND COSTS
      --------------

      The  parties  agree that each will bear its own costs and fees  (including
all  attorneys'  fees and  expenses)  incurred  in any way with  respect  to the
prosecution or defense of the Replevin/Counterclaim/Counter-Counterclaim Action,
the  Matthews  Action,  the  Shareholder  Derivative  Action and the Quiet Title
Action  referenced  herein,  or the negotiation and execution of this Agreement.
The parties  further agree that this Agreement shall not be interpreted so as to
render  either  party as a  prevailing  party for  purposes  of any  statute  or
otherwise.  In the event of a dispute between the parties in enforcing the terms
of this  Agreement,  the  prevailing  party  shall  be  entitled  to  reasonable
attorneys fees and costs.

III.  COVENANT NOT TO SUE.
      --------------------

      The  parties  agree to not  file,  request,  notice  or make any  lawsuit,
charge,  other legal action,  administrative  proceeding,  and/or  investigation
based on a claim purportedly  released by this Agreement,  except as required by
law. To the extent any party is required to report, notice, testify or otherwise
participate   in  such   charges,   lawsuits,   investigations,   administrative
proceedings or other proceedings or actions, said person or entity shall provide
the  other  parties  with  ten  (10)   calendar   days  written   notice  before
participating, disclosing or taking any action described in this paragraph III.

      The parties will  dismiss with  prejudice  all pending  lawsuits  that may
already    be    filed     (including,     but    not     limited     to,    the
Replevin/Counterclaim/Counter-Counterclaim  Action,  the  Matthews  Action,  the
Shareholder  Derivative Action and the Quiet Title Action.). The parties promise
never to seek or accept any damages,  remedies,  or other relief for  themselves
personally  (as to any right to which the parties  hereby  release and waive) by
commencing  or filing any claims  with the SEC or a lawsuit  with any court,  or
otherwise, with respect to any claim purportedly released by this Agreement. The
parties  shall  not  make  any  complaints,  report  or  notice  any  securities
violations including,  but not limited to, violations of the Securities Exchange

                                       2

<PAGE>

Act of 1934 and the  Sarbanes-Oxley  Act of 2002,  except as required by law. To
the  extent  any party is  required  to report,  notice,  testify  or  otherwise
participate   in  such   charges,   lawsuits,   investigations,   administrative
proceedings or other proceedings or actions, said person or entity shall provide
the  other  parties  with  ten  (10)   calendar   days  written   notice  before
participating,  disclosing or taking any action described in this paragraph III.
Notice shall be given pursuant to the notice section below.

IV.   SETTLEMENT BENEFITS.
      --------------------

      A.   Mike Adkinson, Chad Adkinson, Wayne Adkinson,  Jan Adkinson and Henry
Devarona  (collectively  the  "Shareholders")  each shall  execute  and  deliver
temporarily to Robert  Higgins  (hereinafter  "Escrow  Agent")  Whitemark  Homes
irrevocable  stock powers  transferring  all  ownership  rights in the 5,000,000
shares of Whitemark  Homes  restricted  common  stock owned by the  Shareholders
("Whitemark Stock"),  subject to the collateral pledge of the Whitemark Stock in
favor of Beach Community Bank, Commerce South Bank and Bank of Bonifay for loans
totaling  $2,700,000.  The parties shall mutually  agree to a substitute  Escrow
Agent on or before April 30, 2003. The irrevocable stock powers shall be held by
Escrow Agent pursuant to an escrow agreement and not released to Whitemark Homes
until such time as Mike  Adkinson's  guaranties are released by Admiralty  Bank.
Whitemark,  Ltd.  performs as described in  subparagraph Y. Whitemark Homes will
take title to the Whitemark Stock subject to $2,700,000 in outstanding  loans in
favor of Beach Community Bank, Commerce South Bank and Bank of Bonifay.  All new
stock certificates will be re-delivered to Beach Community Bank,  Commerce South
Bank  and  Bank of  Bonifay  to be held by them  pursuant  to  their  collateral
documents.  The Shareholders  will have no legal liability to Whitemark Homes to
pay these loans and if the  Whitemark  Stock is seized by these banks to satisfy
the loans,  then Whitemark  Homes can either satisfy the loans itself,  or allow
the  banks  to  foreclose.  Regardless,  Wayne  Adkinson,  Chad  Adkinson,  Mike
Adkinson,  Jan Adkinson and Henry  Devarona  will have no liability to Whitemark
Homes.  Whitemark  Homes  shall  have the right to effect  the  transfer  of the
Whitemark  Stock at a time of its choosing and until such time Kenneth  Lawrence
White  shall have the right to vote the shares in  accordance  with the terms of
the Voting  Agreement.  Mike  Adkinson  shall have the right to  re-finance  the
$2,700,000  loans to  Beach  Community  Bank,  Commerce  South  Bank and Bank of
Bonifay, and Whitemark Homes shall execute instruments required by these lenders
for refinancing or extensions of the loans for which the Whitemark Stock remains
as collateral for the $2,700,000  loans.  Any  refinancing is subject to default
notice  provisions  set  forth  in  subparagraph  R, and the  maturity  shall be
extended by six (6) months.  Mike Adkinson shall not be entitled to increase the
loans in excess of $2,700,000.  The Shareholders warrant and represent that they
will not own any  Whitemark  Homes  stock  in the  future  either  individually,
indirectly  through  another  person or entity,  or as part of a group owning or
exercising  control  of a  voting  block  of  Whitemark  Homes  stock,  with the
exception of Mike Adkinson and/or his affiliates acquiring Whitemark Homes stock
in consideration  for resolving any disputes with investors.  To the extent Mike
Adkinson  and/or  his  affiliates  acquire  Whitemark  Homes  stock  under  this
exception,  Mike Adkinson and/or his affiliates waive any right to and agree not
to commence any lawsuits against Whitemark Homes arising out of the ownership of
this stock including shareholder derivative actions.  Moreover,  Whitemark Homes
shall  have a 60 day option to acquire  said  stock from Mike  Adkinson  for the
price Mike Adkinson paid for the stock,  or the fair market value of said stock,
whichever is greater. The option shall expire 30 calendar days following written
notice from Mike Adkinson.  The Shareholders further warrant and represent that:
(i) they have good,  absolute and marketable  title to the Whitemark  Stock free
from all  liens,  claims  and  encumbrances,  except for liens in favor of Beach

                                       3

<PAGE>

Community  Bank,  Bank of  Bonifay  and  Commerce  South Bank and (ii) they have
authority to convey the  Whitemark  Stock  subject to the  outstanding  loans in
favor of Beach  Community  Bank,  Commerce  South Bank and Bank of Bonifay,  and
(iii) that the Whitemark Stock is not otherwise encumbered.

      B.   Neither  Whitemark Homes and its  subsidiaries,  on the one hand, nor
           NFC,Long Point,  Alstar  Enterprises,  Muirfield,  Troon,  Destin and
Cypress  Breeze,  on the  other  hand,  shall be  liable  to the  other  for any
intercompany  debt  owed  and  existing  as of the date of this  Agreement.  The
Adkinson  Group and  Whitemark  Homes Group shall attach to a Closing  Statement
agreed upon  balance  sheets for the  entities  being  transferred  herein as of
December 31, 2002. The Whitemark  Homes Group shall identify as an attachment to
the Closing Statement any debt,  contracts or other obligations  effecting those
entities  transferred  to the Adkinson Group herein for the period of January 1,
2003 to the  date  of  execution  of this  Agreement  as to  only  those  debts,
contracts and  obligations  incurred  without the signatory  authority or verbal
instruction of the Shareholders.

      C.   With the exception of the intercompany debt described in subparagraph
B above,  any debts,  obligations,  and  liabilities  owed by NFC,  any of NFC's
subsidiaries, and the Adkinson Group to any entity or person, including, but not
limited to, any lenders, vendors,  mortgagees,  O'Sullivan Creel LLP, Matthews &
Hawkins,  P.A.,  Kenneth  O'Neal  (only  as to the two  promissory  notes in the
original  principal  sums of $70,000 and $50,000 as shown on NFC `s December 31,
2002 balance  sheet),  trade  creditors,  and/or members of the Adkinson  Group,
whether known or unknown, (including the $12,400,000 Mike Adkinson alleges he is
owed by  Whitemark  Homes) shall be the sole  responsibility  of the entities or
real properties  transferred or conveyed to any member of the Adkinson Group, or
their  assigns or  designees.  Whitemark  Homes shall have no  liability to pay,
assume or discharge any such debts,  obligations  or  liabilities of NFC, any of
NFC's  subsidiaries  or any of Whitemark  Homes'  subsidiaries.  Notwithstanding
anything  to the  contrary,  no member of the  Adkinson  Group or any  entity or
person taking title to the companies and properties transferred pursuant to this
Agreement,  shall be liable for any debts,  obligations or contracts incurred by
Whitemark Homes, NFC or their subsidiaries that were not incurred as a result of
signature authority or approval of the Shareholders,  as that term is defined in
this Agreement.

      D.   Alstar  Development and Torel  will  convey to Mike  Adkinson  or his
designee  their combined 100%  membership  interest in Alstar  Enterprises.  All
Whitemark  Homes,  NFC and  their  subsidiaries'  intercompany  debt will not be
assumed.  All  furniture,  fixtures,  equipment  and  inventory  shall be on the
balance  sheets  accepted by Mike  Adkinson or his  designee and attached to the
Closing  Statement.  The transfers are subject to the debt of Alstar Enterprises
with the exception of the debt described in subparagraphs B and C above.

      E.   Magnolia   Landing   will  convey  all  its  real  estate  to  Alstar
           Enterprises,

subject to Commerce South Bank's  existing note and mortgage in the  approximate
amount of $694,000.  The transfers are subject to the debt  associated  with the
real estate being transferred herein with the exception of the debt described in
subparagraphs B and C above.

      F.   Emerald  Sea and LPG will  convey to Mike  Adkinson  or his  designee
their combined 100% membership interest in Long Point. The transfers are subject
to the  debt  of  Long  Point  with  the  exception  of the  debt  described  in
subparagraphs B and C above and the treatment of the  mortgage/note as described
in subparagraph Y.

                                       4

<PAGE>

      G.   Destin  Parks will  convey  its 50%  membership  interest  in Cypress
Breeze, L.L.C. to Mike Adkinson,  or his designee.  The transfers are subject to
the  debt  of  Destin  Parks  with  the  exception  of  the  debt  described  in
subparagraphs B and C above.

      H.   NFC shall  convey  Courtyard  E-1  through  E-5,  and  E-11,  to Mike
Adkinson, or his designees. Destin Land & Title ("DLT") will handle the closing.
The transfers are subject to the outstanding notes and mortgages in favor of The
Bank and  Beach  Community  Bank,  respectively,  as well as all  debt  with the
exception of the debt described in subparagraphs B and C above.

      I.   NFC  shall  convey  the White  Cliffs  lot to Mike  Adkinson,  or his
designees.  DLT  will  handle  the  closing.  The  transfer  is  subject  to the
outstanding  note and mortgage in favor of Commerce  South Bank,  as well as all
debt with the exception of the debt described in subparagraphs B and C above.

      J.   NFC  shall  convey  100% of the  Troon  and  Muirfield  stock to Mike
Adkinson,  or his designees.  The conveyance is subject to the outstanding  note
and  mortgage  to  Western  Assurance  (hereafter  defined)  and the  additional
mortgages to Castle and GDE, as well as all debt with the  exception of the debt
described in subparagraphs B and C above.

      K.   Whitemark Homes shall cause the release of Mike  Adkinson's  personal
guaranty on the  Whitemark  Homes' debt with  Admiralty  Bank within  sixty (60)
days.  Simultaneously hereto Whitemark Homes is executing an indemnification and
hold harmless agreement in favor of Mike Adkinson  guaranteeing their obligation
in this  subparagraph  K. If Whitemark  Homes fails to release  Mike  Adkinson's
guaranty with  Admiralty Bank within 60 days,  Whitemark  Homes hereby grants to
Mike Adkinson a second lien security  interest in the Whitemark Stock subject to
the $2,700,000  loans to Beach Community  Bank,  Commerce South Bank and Bank of
Bonifay.

      L.   Mike Adkinson shall convey his house in Orlando, Florida to Whitemark
Homes,  or its  designee,  and  Whitemark  Homes shall cause Mike Adkinson to be
released from his liability to EMC simultaneously therewith, all to occur within
60 days.  Whitemark  Homes  shall  continue  to make the lease  payments to Mike
Adkinson and insure the house as required by EMC until Mike Adkinson is released
from his guaranty  with EMC.  Whitemark  Homes shall  produce a  certificate  of
insurance  naming Mike Adkinson and EMC as loss payees,  up to the amount of the
EMC mortgage  balance on or before  April 25, 2003.  Scott Clark will handle the
closing.  The  conveyance  shall be free of all debt with the  exception  of the
liability to EMC, and the outstanding  lease between Mike Adkinson and Whitemark
Homes of Florida,  Inc. If Whitemark Homes fails to have Mike Adkinson  released
from his EMC Guaranty  within 60 days,  Mike Adkinson  shall be free to sell his
house without  restriction from the Whitemark Homes Group.  Until such time Mike
Adkinson sells his house,  Whitemark  Homes shall pay all  principal,  interest,
taxes, insurance, maintenance and repair expenses associated with the house.

      M.   White will convey his mobile home in Florida to Mike Adkinson, or his
designee,  and Mike  Adkinson will cause White to be released from his liability
on the mobile home  simultaneously  therewith,  all to occur within 60 days. DLT
will handle the closing. The conveyance shall be free of all debt.

                                       5

<PAGE>

      N.   Mike Adkinson shall cause Bank of Bonifay to have Whitemark Homes and
White released from their guaranties within sixty (60) days.

      O.   Except as otherwise  provided herein, the parties agree to terminate,
cancel and release from all obligations to perform any of the following: (1) the
Exchange  Agreement;  (2) Closing  Agreement;  (3) the Guaranty  Agreement;  (4)
Employment  Agreement,  (5)  Security  and  Funding  Agreement;  (6) all  profit
participation  agreements;  (7) any joint venture agreements;  and (8) any other
document or agreement  executed in connection with any of the foregoing with the
exception of the Voting Agreement, which Voting Agreement shall remain in effect
subject to subparagraph W.

      P.   Mike Adkinson, Wayne Adkinson and Chad Adkinson shall resign from all
positions with Whitemark Homes and any entity retained by Whitemark Homes.

      Q.   1. The Adkinson Group, the Whitemark Homes Group, the Matthews Group,
the O'Sullivan Creel Group (as defined in the Mutual  Release),  Charles Barniv,
David E.  Fleisher  and Bruce  Witkind,  shall enter into Mutual  Releases  (the
"Releases"),  which are attached to this Agreement,  are  consideration for this
Agreement, and are incorporated as if fully set forth herein.

           2. In lieu of  Releases  from C.  Wayne  Jones  ("Jones"),  Angus  G.
Andrews,  Jr. ("Andrews")  and/or Harry A. Laird, III ("Laird"),  Mike Adkinson,
Wayne Adkinson and Chad Adkinson warrant and promise that they will not directly
or indirectly cooperate, assist, aid, participate, fund or share in the proceeds
of any claims or lawsuits filed or brought, at least in part, by Jones,  Andrews
and/or Laird against the Whitemark Homes Group, except as required pursuant to a
subpoena or court order. Further Mike Adkinson, Wayne Adkinson and Chad Adkinson
shall  not  directly  or  indirectly  disclose  to  any  person  or  entity  any
confidential  information  about the Whitemark  Homes Group obtained  during the
course of their  employment  with Whitemark  Homes or NFC, except as required by
law. To the extent any party is required to report, notice, testify or otherwise
participate   in  such   charges,   lawsuits,   investigations,   administrative
proceedings or other proceedings or actions, said person or entity shall provide
the  other  parties  with  ten  (10)   calendar   days  written   notice  before
participating,  disclosing or taking any action  described in this  subparagraph
Q2. The Whitemark Homes Group and Adkinson Group further agree to cooperate with
each other to the extent any of them are sued by Jones, Andrews and/or Laird.

      R.   With  respect  to the  usury  counterclaims  of  Muirfield  and Troon
againstWestern United Life Assurance Company ("Western Assurance"), Mike O'Brien
as Troon/Muirfield's  lead counsel shall prosecute the counterclaim on behalf of
the  counterclaim  plaintiffs.  Mike  Adkinson  shall  obtain  a six  (6)  month
extension on the  indebtedness  secured by the Whitemark  Stock pledged to Beach
Community  Bank,  Commerce South Bank, and Bank of Bonifay.  The extension shall
include notice  provisions  whereby each lender is required to provide Whitemark
Homes with  fifteen  (15) days prior  written  notice  prior to either a default
and/or the sale or other  disposition of the Whitemark Stock held as collateral.
Any recovery from the counterclaim  shall be used first before any reduction for
any attorneys' fees,  costs,  expert fees or all other expenses  incurred in the
prosecution  of the  counterclaim  ("Initial  Recovery")  to  satisfy  all loans
secured by the  Whitemark  Stock held as  collateral  by Beach  Community  Bank,
Commerce  South  Bank,  and Bank of Bonifay  and  thereafter  in any manner that
Troon/Muirfield  so determine.  To the extent any portion of the Whitemark Stock
held as collateral is purchased by Whitemark Homes in foreclosure proceedings or
otherwise, the Initial Recovery first shall be used to reimburse Whitemark Homes
for its actual purchase price paid by Whitemark Homes for such Whitemark  Stock.

                                       6

<PAGE>

Whitemark  Homes  affirms that NFC owns the Troon and Muirfield  stocks  subject
only to the  Western  Assurance  collateral  loan  documents,  and the Troon and
Muirfield  stocks  are  unencumbered  except as to the  Western  Assurance  loan
documents. Mike Adkinson will irrevocably notify lenders to return all Whitemark
Stock to Whitemark Homes upon satisfaction of corresponding  loan. To the extent
that  the  Initial  Recovery  is  treated  as  a  setoff  or  reduction  in  the
indebtedness,  then  within  90 days  Mike  Adkinson,  Chad  Adkinson  and Wayne
Adkinson  shall cause the  Whitemark  Stock to be delivered  to Whitemark  Homes
without any liens or, in the event  Whitemark  Homes  purchased  the stock,  pay
Whitemark  Homes the purchase price paid for such stock.  By virtue of Whitemark
Homes' rights under this  subparagraph  R,  including its interest in having the
above  referenced  $2,700,000  encumbrance on the Whitemark Stock satisfied from
Muirfield's and Troon's Usury counterclaims,  the Adkinson Group,  Muirfield and
Troon  stipulate and agree that  Whitemark  Homes (i) has a direct and immediate
claim and interest in the demand, and resulting proceeds of the demand, which is
the subject alter of the Usury Counterclaims; (ii) will directly gain or lose by
direct legal operation and effect of any  settlement,  compromise or judgment if
the Usury Counterclaims;  and (iii) has sufficient grounds and legal interest in
the  Usury  Counterclaims  to be a proper  intervenor  under  Rule  1.230 of the
Florida Rules of Civil Procedure.  Accordingly,  Muirfield,  Troon and Whitemark
Homes agree to file a joint motion under Rule 1.230 to allow  Whitemark Homes to
intervene in the Usury  Counterclaims.  The remaining  parties to this Agreement
agree to consent to and not oppose or object to this intervention.  In the event
the court denies the  intervention,  Whitemark Homes reserves the right, and the
Adkinson Group consents to the right, to commence a third party or related cause
of action against Muirfield,  Troon and the Adkinson Group to preserve Whitemark
Homes' interest in the settlement,  compromise or judgment obtained in the Usury
Counterclaims.

      S.   Mike Adkinson will provide sworn testimony before a court reporter in
response to questions by Whitemark Homes counsel, in Destin, Florida, concerning
information  about NFC and/or the NFC  Subsidiaries'  financial  information and
other  disclosure  information  related to Whitemark  Homes'  filings  under the
Securities  Exchange Act of 1934 for the time period January 1, 2003 through the
date this  Settlement  Agreement  is executed by all  parties.  The court in the
Replevin/Counterclaim/Counter-Counterclaim  Action shall retain  jurisdiction to
rule upon any motions to compel,  motions for protective order,  instructions to
not answer,  invocations  of privilege,  and  violations of the Florida Rules of
Civil Procedure. The deposition shall take place on or before April 30, 2003.

      T.   Whitemark Homes  will  pay up to  $15,000  of all  closing  costs  in
connection with this Settlement Agreement, in addition to the costs described in
Y. Mike Adkinson, or his designee,  will be responsible for the remainder of the
closing costs, with the exception of the Whitemark Homes Group attorney fees.

      U.   NFC shall assign  to Mike Adkinson,  or his  designee,  the  existing
Construction Contracts for homes being built for Wayne Adkinson and Jan Adkinson
(at Cypress Breeze);  and Richard Houdashelt (at Emerald Lakes).  Mike Adkinson,
or his designee, will assume all obligations under the construction contracts.

      V.   Whitemark Homes is permitted  to disclose the terms of this Agreement
in its filings under the Securities Exchange Act of 1934.

      W.   Mike  Adkinson,   Chad  Adkinson  and  Wayne   Adkinson   irrevocably
relinquish  any and all rights and benefits  that any of them may have under the
Voting Agreement  including without  limitation any right to appoint a member to
the Whitemark Homes' Board of Directors.

                                       7

<PAGE>

      X.   Mike  Adkinson, Chad Adkinson and Wayne Adkinson shall withdraw their
January 21,  2003  shareholder  demand  letter  (attached  as Exhibit "A" to the
Verified Complaint filed in the Shareholder Derivative Action).

      Y.   Within  60 days from  the  date  of this  Agreement,  Whitemark Homes
shall cause Whitemark at Long Point Cove, Ltd. ("WLPC"),  the lender of Phase II
of Long Point Cove Project ("Project"), to execute documents necessary to modify
the  Note/Mortgage  encumbering  the  Project to  reflect an amount  owed not to
exceed  $1,800,000  due and  payable  within  six (6) months of the date of this
Agreement. Long Point shall execute a special warranty deed ("Deed") in favor of
WLPC as to the property  encumbered by the mortgage,  and deliver said Deed to a
mutually  agreeable escrow agent ("Escrow Agent").  If $1,800,000 is not paid to
WLPC on or before 6 months  following the date of this Agreement,  then the Deed
shall be  released  to WLPC.  Simultaneously  with Long  Point's  execution  and
delivery of the Deed to Escrow Agent, WLPC shall deliver the original $1,800,000
Note,  Mortgage,  Mike Adkinson  Guaranty,  GDE Guaranty and a  Satisfaction  of
Mortgage to Escrow  Agent.  In the event the  $1,800,000  is paid on or before 6
months  following  execution  of this  Agreement,  or in the  event  the Deed is
delivered  to WLPC as provided for herein,  than Escrow Agent shall  deliver the
original Note, Mortgage,  Mike Adkinson Guaranty,  GDE Guaranty and Satisfaction
of Mortgage to Mike Adkinson. In any event, WLPC shall provide Mike Adkinson and
GDE thirty  (30) days prior  written  notice to cure any default on the Note and
Mortgage.  Whitemark  Homes  shall  sign an  indemnification  and hold  harmless
agreement in favor of Mike Adkinson for their guaranty in this subparagraph Y or
grant to Mike  Adkinson a second lien security  interest in the Whitemark  Stock
subject to the $2,700,000 loans to Beach Community Bank, Commerce South Bank and
Bank of Bonifay.

      Z.    Whitemark Homes will retain stock  ownership of Magnolia, Panhandle,
Sunshine,  Emerald Sea, Sea Oat,  Emerald Beach,  LPG,  Alstar  Development  and
Torel.

      AA.  In  consideration  of the  Mutual  Releases  the  Matthews  Group and
O'Sullivan Creel Group, and their, officers,  directors, partners and employees,
shall be entitled to provide  professional  services to the Adkinson Group,  and
their  investors and related  entities and  affiliates,  and the Whitemark Homes
Group  waives all  conflict  of  interest,  past,  present or future,  as to any
knowledge of the  foregoing in their prior  dealings  with the  Whitemark  Homes
Group.

      BB.  All  persons/employees/agents  of the  Whitemark  Homes Group and its
subsidiaries  whom have spoken to Southeastern  or its officers,  principals and
attorneys,  shall provide taped or written statements under oath to Mike O'Brien
in Orlando, Florida before April 25, 2003.

      CC.  The Whitemark  Homes Group shall  indemnify and hold harmless Dana C.
Matthews  and  Matthews & Hawkins,  P.A.,  and its  employees,  from any and all
claims  made by  Trimark  Catastrophe  as a  result  of any  action  taken by an
authorized  agent of Whitemark  Homes  concerning  the  Whitemark  Homes/Trimark
Catastrophe contract dated March 29, 2002.

      DD.  The  obligations of the Adkinson Group and the Whitemark  Homes Group
pursuant  to this  Agreement  shall  not be  dischargeable  by either of them in
bankruptcy.  If this Agreement, or any part thereof, or any document executed by
the parties as contemplated herein,  should be set aside by a Court of competent
jurisdiction,  or a bankruptcy  court, for any reason  whatsoever,  then in such
event,  this Agreement and the documents  executed pursuant hereto shall be null
and void,  and the Adkinson  Group and the Whitemark  Homes Group shall have the
right to reinstate the lawsuits  described in paragraph A.1-4 herein,  and shall
have any and all causes of action  against  each  other as if they never  signed

                                       8

<PAGE>

this Agreement and the documents  executed  pursuant hereto.  In addition to the
foregoing,  the Whitemark  Homes Group  additionally  stipulates,  covenants and
agrees that neither  Whitemark  Homes or any of its  subsidiaries  will file for
protection  under the  bankruptcy  laws of the United States,  and  specifically
under Title 11 of the United States Code,  for a period of at least one (1) year
from  the  date of this  Agreement  ("Preference  Period").  In the  event  that
Whitemark Homes or any of its subsidiaries  commences any proceeding under Title
11 of the U.S.  Code within or before the  Preference  Period,  and the Adkinson
Group is compelled to disgorge any  benefits  received  herein as a  preference,
then the Adkinson Group shall have and hereby  reserves all rights to assert any
and  all  claims  otherwise  realized  herein,  including  but  not  limited  to
objections to discharge or dischargeability in such proceeding, to object to any
claims of  exemption,  or to assert any other  rights  which it may have in such
proceeding.

      EE.  The Whitemark Homes Group,  and each member thereof,  consents to the
continued  representation of Mike Adkinson, Wayne Adkinson, and Chad Adkinson by
the  Matthews  Group and its  officers,  directors  and  employees,  and further
consents to the future  representation  by the  Matthews  Group of the  Adkinson
Group,  as well as Troon,  Muirfield,  Alstar  Enterprises,  Long Point  Destin,
Cypress Breeze, and NFC:

           1.   In connection with the previously  executed Exchange  Agreement,
                as amended,  Plan of Merger,  and Closing  Agreement and related
                documents,  including  any  disputes  which arose in  connection
                therewith  and any  efforts  to  enforce  or  protect  rights in
                connection therewith,  including such efforts in connection with
                the Guaranty and Indemnity Agreement dated November 6, 2001.

           2.   In connection with any other matters.

      The Matthews Group has not represented any parties in connection with this
Agreement.  The parties to this Agreement  acknowledge  that they have consulted
with  their  respective  counsel  in this  matter  regarding  the giving of this
consent.

      The  parties  stipulate  and agree  that to the  extent  any  confidential
information concerning the above described transactions as described in FF-1 was
conveyed to M&H by the Whitemark Homes Group,  such  information also was in the
possession of the Adkinson Group,  and that the Whitemark Homes Group waives any
claim that M&H would otherwise be disqualified  from  representing  the Adkinson
Group or any other person based on receipt of any such information in the course
of  representing  the Adkinson  Group or otherwise.  The  Whitemark  Homes Group
hereby consents for Scott Clark, Esq. to withdraw from all representation of any
matters he is handling for NFC, Troon,  Muirfield,  Alstar Enterprises,  Cypress
Breeze,  Destin  and Long  Point  ("Represented  Entities"),  and to  execute  a
stipulation for substitution of counsel with whatever  attorney Mike Adkinson so
designates.  Neither of the  Represented  Entities shall be responsible  for any
attorney fees, costs and expenses owed Scott Clark for his  representation.  The
Whitemark Homes Group shall be solely  responsible for any attorney fees,  costs
and expenses owed Scott Clark.

      FF.  The  Adkinson  Group,  and  each  member  thereof,  consents  to  the
continued representation of White by Scott Clark ("Clark"), and further consents
to the past and future representation by Clark of the Whitemark Homes Group:

                                       9

<PAGE>

           1.   In connection with the previously  executed Exchange  Agreement,
                as amended,  Plan of Merger,  and Closing  Agreement and related
                documents,  including  any  disputes  which arose in  connection
                therewith.

           2.   In connection with any other matters.

      The parties to this  Agreement  acknowledge  that they have consulted with
their counsel in this matter regarding the giving of this consent.

V.    REPRESENTATIONS AND WARRANTIES.
      -------------------------------

      A.   The  Whitemark Homes Group  makes the  following representations  and
warranties to the best of their  knowledge as to the limited  liability  company
(hereinafter  "Companies")  membership  interests  (hereinafter  "Units")  being
transferred  pursuant to this Agreement  from Alstar  Development,  Torel,  LPG,
Emerald Sea and Destin (collectively hereafter "Transferring  Entities") to Mike
Adkinson, or his designees (collectively hereafter "Receiving Entities"):

           1.   Title.  The  Transferring  Entities  have  good,  absolute,  and
                marketable title to the Units, free from all liens,  claims, and
                encumbrances.  The  Transferring  Entities  have not  previously
                assigned any interest in the Units to third parties, pledged the
                Units as  collateral  for any loans,  hypothecated  the Units or
                otherwise  transferred  any  interest  in  the  Units  to  third
                parties.  The Transferring  Entities have the unfettered  right,
                power,  and  authority to transfer all of the Units  pursuant to
                this Agreement.  Delivery of the Units to the Receiving Entities
                as contemplated by this Agreement will vest  unencumbered  title
                to the Units in Receiving Entities.


           2.   Litigation.  The  Whitemark  Homes Group has no knowledge of any
                litigation,    arbitration,    or   other    legal,    judicial,
                administrative,  or government  actions against the Transferring
                Entities or the Units, other than as described below:

                    Tamtech v. NFC
                    Prescott v. NFC
                    First Premiere v LPC
                    Western United Life Assurance v. Troon/Muirfield/NFC
                    Peoples Bank v. Perry/NFC
                    Threatened foreclosure by Whitemark at Long Point Cove, Ltd.

                Neither the Transferring Entities nor the Companies are aware of
                any facts that might give rise to such a proceeding.

           3.   Disclosure.  No  representation  or  warranty  furnished  by the
                Transferring   Entities  to  the  Receiving   Entities  in  this
                Agreement  or  otherwise  contains  or will  contain  any untrue
                statement of a material  fact or omits or will omit any material
                fact required to make such statements not misleading.

      B.   The  Whitemark Homes Group  makes the  following  representations and
warranties  to the  best  of  their  knowledge  as to the  Troon  and  Muirfield
(hereafter "Corporations") corporate stock (hereafter "Stock") being transferred

                                       10

<PAGE>

pursuant to this Agreement from NFC  (hereafter  "Transferring  Entity") to Mike
Adkinson, or his designees (collectively hereafter "Receiving Entities"):

           1.   Title.  The  Transferring   Entity  has  good,   absolute,   and
                marketable title to the Stock, free from all liens,  claims, and
                encumbrances.   The  Transferring   Entity  has  not  previously
                assigned any interest in the Stock to third parties, pledged the
                Stock as  collateral  for any loans,  hypothecated  the Stock or
                otherwise  transferred  any  interest  in  the  Stock  to  third
                parties.  The  Transferring  Entity  has the  unfettered  right,
                power,  and  authority to transfer all of the Stock  pursuant to
                this Agreement.  Delivery of the Stock to the Receiving Entities
                as contemplated by this Agreement will vest  unencumbered  title
                to  the  Stock  in  Receiving   Entities.   Notwithstanding  the
                foregoing,  Receiving Entity acknowledges the pledge of Stock to
                Western Assurance as described in paragraph R of this Agreement

           2.   Litigation.  The  Whitemark  Homes Group has no knowledge of any
                litigation,    arbitration,    or   other    legal,    judicial,
                administrative,  or government  actions against the Transferring
                Entities or the Stock, other than as described below:

                    Tamtech v. NFC
                    Prescott Architects v. NFC
                    First Premiere v. LPC
                    Western United Life Assurance v. Troon/Muirfield/NFC
                    Peoples Bank v. Perry/NFC

                Neither the Transferring Entities nor the Companies are aware of
                any facts that might give rise to such a proceeding.

           3.   Disclosure.  No  representation  or  warranty  furnished  by the
                Transferring  Entity to the Receiving Entities in this Agreement
                or otherwise  contains or will contain any untrue statement of a
                material  fact or omits or will omit any material  fact required
                to make such statements not misleading.

VI. TAXES.l The Whitemark Homes Group shall be solely responsible for filing tax
returns for NFC, Troon, Muirfield,  Loong Point, Alstar Enterprises,  Destin and
Cypress  Breeze ("Tax Paying  Entities") for the calendar year 2002, and pay any
taxes that may be owed by the Tax Paying Entities.

VII. ACKNOWLEDGEMENT OF CONSIDERATION. The parties to this Agreement acknowledge
that the Settlement Benefits, described above, are being offered in exchange for
execution  of the  Agreement  and the  related  releases,  and  they  would  not
otherwise be entitled to this consideration in the absence of this Agreement.

VIII.  KNOWING AND VOLUNTARY WAIVER. The parties  specifically  acknowledge that
the waivers of the parties' respective claims against each other are knowing and
voluntary  and that these  waivers  are part of this  Agreement,  which has been
written in a manner calculated to be, and which is, understood by the parties.

IX.  NON-ADMISSION.  This  Agreement  is not to be  construed as an admission of
wrongdoing or of any liability by any party to this Agreement.

                                       11

<PAGE>

X. ENTIRE AGREEMENT. This Agreement is the entire mediation settlement agreement
between  the  parties  relating to the  subject  matter of this  Agreement.  The
parties  acknowledge that they have not made any  representations or promises to
each  other,  other  than  those in or  referred  to by this  Agreement.  If any
provision in this Agreement is found to be  unenforceable,  all other provisions
will remain fully enforceable.

XI. PLAIN MEANING AND HEADERS. This Agreement shall be interpreted in accordance
with the plain meaning of its terms and not for or against the drafter's  rights
hereunder.  The headers describing the contents of the provisions are simply for
identification  purposes and shall not be construed as a substantive part of the
provision.

XII. EXECUTION OF AGREEMENT.  The parties acknowledge and agree that in deciding
to execute this  Agreement:  (a) each party relied  entirely on each party's own
judgment and that of any legal counsel,; (b) the parties understand the terms of
this Agreement;  (c) the parties have been advised to consult with legal counsel
and have been  provided  with time to consult  with legal  counsel  prior to the
execution of this  Agreement;  (d) all  promises  made in  connection  with this
Agreement or as  inducement  to sign same are expressly set forth in full in the
other paragraphs of this Agreement;  and (e) the parties were given a reasonable
amount of time to consider this Agreement before signing it.

XIII.  BREACH OF  SETTLEMENT  AGREEMENT  AND  DOCUMENTS  TO BE SIGNED AT CLOSING
PURSUANT  HERETO.  In the event of any  action or  proceeding  brought by either
party  against the other under this  Agreement,  the  prevailing  party shall be
entitled to recover all costs and expenses,  including the fees of its attorneys
in such  action or  proceeding  (including  efforts  to  modify  or  vacate  any
automatic  stay  or  injunction,   appeals  and  any  anticipated  post-judgment
collection  services),  in such amount as the court may deem reasonable.  In the
event  either  party  incurs any  attorney's  fees and costs in  enforcing  this
Agreement,  whether or not action is  instituted,  the  defaulting  party  shall
reimburse  the  non-defaulting  party for such  attorney's  fees and costs  upon
demand.

XIV. BINDING EFFECT. The terms and conditions hereof shall bind and the benefits
inure to the parties  hereto,  and their  respective  heirs,  devises,  personal
representatives, successors, and assigns.

XV.  FURTHER  ASSURANCE.  Each of the parties  agree to do such further acts and
things and to exercise and deliver such additional agreements and instruments as
may be reasonably required to consummate, evidence or confirm this Agreement, or
any other agreement contained herein in the manner contemplated hereby.

XVI.  INTERPRETATION.  Each  party to this  Agreement  and  their  counsel  have
reviewed  and revised this  Agreement.  The normal rule of  construction  to the
effect that any ambiguities are to be resolved  against the drafting party shall
not be employed in the  interpretation of this Agreement or of any amendments or
exhibits to this  Agreement,  or any of the  documents  executed  pursuant to or
otherwise in connection with this Agreement.

XVII. NOTICES. All notices,  demands, requests or other communications which may
or shall be  given or  served  by any  party to this  Agreement  upon any  other
parties to this  Agreement,  shall be addressed to the address  below and either
(a) sent by certified mail, return receipt requested, in which case notice shall
be deemed delivered (i) 5 days after deposit,  postage prepaid in the U.S. mail,
or (ii) upon deposit if a copy is also sent via facsimile to the number below at
the time of deposit;  or (b) sent by a nationally  recognized  overnight courier
for next day morning delivery,  in which case notice shall be deemed delivered 1

                                       12

<PAGE>

business day after deposit with such courier. The addresses below may be changed
by written  notice to the other party;  provided,  however,  that no notice of a
change of address shall be effective until actual receipt of such notice. Copies
of notices are for informational purposes only, and a failure to give or receive
copies of any notice shall not be deemed a failure to give notice.

        If to the Adkinson
        Group:               c/o Mike Adkinson
                             40001 Emerald Coast Parkway
                             Destin, Florida 32541
                             Facsimile No: (850) 654-7215


        With a copy to
        Legal Counsel:       Matthews & Hawkins, P.A.
                             Attention: Dana C. Matthews
                             607 Highway 98 East
                             Destin, Florida 32541
                             Facsimile No: (850) 654-1634

        and                  Mike O'Brien
                             1330 Post Oak Blvd., Suite 2960
                             Houston, Texas 77056
                             Facsimile No.:  (713) 222-0888

        If to WTMK:          Whitemark Homes, Inc.
                             Attn: Mr. Larry White
                             650 S. Central Avenue
                             Suite 1000
                             Oviedo, Florida 32765
                             Facsimile No.: (407) 366-9688

        With a Copy to
        Legal Counsel:       Scott D. Clark, Esq.
                             Law Offices of Scott D. Clark, P.A.
                             655 W. Morse Boulevard, Suite 212
                             Winter Park, Florida 32789
                             Facsimile No.:  (407) 647-7622

        and                  Kirkpatrick & Lockhart, L.L.P.
                             Attn:  April L. Boyer, Esq.
                             201 South Biscayne Blvd., 20th Floor
                             Miami, Florida 33131
                             Facsimile No.:  (305) 358-7095


XVIII.  SURVIVAL.  All  covenants,   terms,   provisions,   representations  and
warranties  set  forth  in  this  Agreement,  except  as  specifically  provided
otherwise,  shall survive execution of the closing  documents  described in this
Agreement.

                                       13

<PAGE>

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                       14

<PAGE>

      I FULLY  UNDERSTAND  AND AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT AND
WILL BE BOUND BY ALL OF ITS TERMS.

      IN WITNESS  WHEREOF,  the parties  hereto execute this Agreement as of the
date written below.


ACCEPTED AND AGREED TO:

WHITEMARK HOMES, INC.                   ALSTAR ENTERPRISES, L.L.C.



By:                                     By:
    ------------------------------         ---------------------------------
Name:                                   Name:
     -----------------------------           -------------------------------
Title:                                  Title:
        --------------------------            ------------------------------
Dated:                                  Dated:
        --------------------------            ------------------------------


ALSTAR DEVELOPMENT GROUP, INC.                    CABANA BEACH CLUB, L.L.C.



By:                                     By:
    ------------------------------         ---------------------------------
Name:                                   Name:
     -----------------------------           -------------------------------
Title:                                  Title:
        --------------------------            ------------------------------
Dated:                                  Dated:
        --------------------------            ------------------------------


CABANA COVE, L.L.C.                               DESTIN PARKS, INC.



By:                                     By:
    ------------------------------         ---------------------------------
Name:                                   Name:
     -----------------------------           -------------------------------
Title:                                  Title:
        --------------------------            ------------------------------
Dated:                                  Dated:
        --------------------------            ------------------------------


EMERALD BEACH CORPORATION                         EMERALD SEA DEVELOPMENT, INC.



By:                                     By:
    ------------------------------         ---------------------------------
Name:                                   Name:
     -----------------------------           -------------------------------
Title:                                  Title:
        --------------------------            ------------------------------
Dated:                                  Dated:
        --------------------------            ------------------------------

                                       15

<PAGE>

LONG POINT COVE, L.L.C.                           LPG, INC.



By:                                     By:
    ------------------------------         ---------------------------------
Name:                                   Name:
     -----------------------------           -------------------------------
Title:                                  Title:
        --------------------------            ------------------------------
Dated:                                  Dated:
        --------------------------            ------------------------------


MAGNOLIA LANDING DEVELOPMENT, INC.      MUIRFIELD DEVELOPMENT CORPORATION



By:                                     By:
    ------------------------------         ---------------------------------
Name:                                   Name:
     -----------------------------           -------------------------------
Title:                                  Title:
        --------------------------            ------------------------------
Dated:                                  Dated:
        --------------------------            ------------------------------


NORTH FLORIDA CONSULTING, INC.                    PANHANDLE DEVELOPMENT, INC.



By:                                     By:
    ------------------------------         ---------------------------------
Name:                                   Name:
     -----------------------------           -------------------------------
Title:                                  Title:
        --------------------------            ------------------------------
Dated:                                  Dated:
        --------------------------            ------------------------------


SEA OAT PROPERTIES, INC.                SUNSHINE DEVELOPMENT GROUP, INC.



By:                                     By:
    ------------------------------         ---------------------------------
Name:                                   Name:
     -----------------------------           -------------------------------
Title:                                  Title:
        --------------------------            ------------------------------
Dated:                                  Dated:
        --------------------------            ------------------------------


TOREL, INC.                                       TROON DEVELOPMENT CORPORATION



By:                                     By:
    ------------------------------         ---------------------------------
Name:                                   Name:
     -----------------------------           -------------------------------
Title:                                  Title:
        --------------------------            ------------------------------
Dated:                                  Dated:
        --------------------------            ------------------------------

                                       16

<PAGE>

----------------------------------       -----------------------------------
KENNETH LARRY WHITE                      MITCHELL GORDON

Dated:                                   Dated:
        --------------------------             -----------------------------


----------------------------------       -----------------------------------
SCOTT D. CLARK                           HUGH HARLING, JR.

Dated:                                   Dated:
        --------------------------             -----------------------------


                                         WHITEMARK HOMES OF FLORIDA, INC.

----------------------------------
MARGARET OLDER
                                         By:
                                            --------------------------------
Dated:
      ----------------------------       Name:
                                              ------------------------------
                                         Title:
                                               -----------------------------
                                         Dated:
                                               -----------------------------


GULF DESTINATION ENTERPRISES, INC.       CASTLE DEVELOPMENT PROPERTIES, INC.


By:                                     By:
    ------------------------------         ---------------------------------
Name:                                   Name:
     -----------------------------           -------------------------------
Title:                                  Title:
        --------------------------            ------------------------------
Dated:                                  Dated:
        --------------------------            ------------------------------


CONCOURSE, INC.

                                         -----------------------------------
By:                                      WILLIAM MICHAEL ADKINSON
    ------------------------------
Name:                                    Dated:
     -----------------------------             -----------------------------
Title:
      ----------------------------
Dated:
        --------------------------
                                         -----------------------------------
                                         WAYNE ADKINSON
                                         Dated:
                                               -----------------------------

                                       17

<PAGE>

----------------------------------       -----------------------------------
CHAD ADKINSON                            DANA MATTHEWS

Dated:                                   Dated:
      ----------------------------             -----------------------------


                                         -----------------------------------
                                         JOHN W. HAWKINS
                                         ---------------
                                         DATED:
                                               -----------------------------

MATTHEWS & HAWKINS, P.A.                 DESTIN LAND & TITLE, INC.


By:                                     By:
    ------------------------------         ---------------------------------
Name:                                   Name:
     -----------------------------           -------------------------------
Title:                                  Title:
        --------------------------            ------------------------------
Dated:                                  Dated:
        --------------------------            ------------------------------

                                       18