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                                                                   EXHIBIT 10.12

                              VACANT LAND CONTRACT
                       FLORIDA ASSOCIATION OF REALTORS(R)

LOT 304

                       PARTIES AND DESCRIPTION OF PROPERTY

1.       SALE AND PURCHASE: BARRY GRUBERG ("Seller") and SOLOMAN LAM ("Buyer")
         agree to sell and buy on the terms and conditions specified below the
         property ("Property") described as:

Address:                                    SUN GLADES LOT 304
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Legal Description:         SUN GLADES LOT 304 - 73414432000003040
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including all improvements and the following additional property:
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                               PRICE AND FINANCING

2.       PURCHASE PRICE: $45,000. payable by Buyer in U.S. funds as follows:

         (a)  $500.       Deposit received (checks are subject to clearance)
                          ILLUSTRATED PROPERTIES by
                                        for                    ("Escrow Agent")
               -------    -------------     -------------------
                           SIGNATURE           NAME OF COMPANY

         (b)  $           Additional deposit to be made by __________ , ________
                          or  ____  days from Effective Date.
               -------

         (c)   33,750.    Total Financing (see Paragraph 3 below) (express as a
               -------    dollar amount or percentage)

         (d)  $           Other:
               -------

         (e)  $10,750     Balance to close (not including Buyer's closing costs,
               -------    prepaid items and prorations). All funds paid at
                          closing must be paid by locally drawn cashier's
                          check, official check or wired funds.

     [ ] (f)  (complete only if purchase price will be determined based on a
              per unit cost instead of a fixed price). The unit used to
              determine the purchase price is [ ] lot [ ] acre [ ] square foot
              [ ] other (specify: ___________________) prorating areas of less
              than a full unit. The purchase price will be $____________ per
              unit based on a calculation of total area of the Property as
              certified to Buyer and Seller by a Florida-licensed surveyor in
              accordance with Paragraph 8(c) of this Contract. The following
              rights of way and other areas will be excluded from the
              calculation: ____________________________________________________
              _________________________________________________________________

3.       CASH/FINANCING: (Check as applicable) [ ] (a) Buyer will pay cash for
         the Property with no financing contingency. |X| (b) This Contract is
         contingent on Buyer qualifying and obtaining the commitment(s) or
         approval(s) specified below (the "Financing") within 30 days from
         Effective Date (if left blank then Closing Date or 30 days from
         Effective Date, whichever occurs first) (the "Financing Period"). Buyer
         will apply for Financing within 5 days from Effective Date (5 days if
         left blank) and will timely provide any and all credit, employment,
         financial, and other information required by the lender. If Buyer,
         after using diligence and good faith, cannot obtain the Financing,
         within the Financing Period, either party may cancel this Contract.


Buyer (_____)(_____) and Seller (_____)(_____) acknowledge receipt of a copy of
this page, which is Page 1 of 8 Pages.



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         Upon cancellation, Buyer will return to Seller all title evidence,
         surveys and association documents provided by Seller, and Buyer's
         deposit(s) will be returned after Escrow Agent receives proper
         authorization from all interested parties. Buyer will pay all loan
         expenses, including the lender's title insurance policy.

            [X] (1) NEW FINANCING: Buyer will secure a commitment for new third
            party financing for $33,750. or ______% of the purchase price at the
            prevailing interest rate and loan costs. Buyer will keep Seller and
            Broker fully informed of the loan application status and progress
            and authorizes the lender or mortgage broker to disclose all such
            information to Seller and Broker.

            [ ] (2) SELLER FINANCING: Buyer will execute a [ ] first [ ] second
            purchase money note and mortgage to Seller in the amount of
            $_______________, bearing annual interest at _____% and payable as
            follows: __________________________________________________________
            ___________________________________________________________________

            The mortgage, note, and any security agreement will be in a form
            acceptable to Seller and will follow forms generally accepted in the
            county where the Property is located; will provide for a late
            payment fee and acceleration at the mortgagee's option if Buyer
            defaults; will give Buyer the right to prepay without penalty all or
            part of the principal at any time(s) with interest only to date of
            payment; will be due on conveyance or sale, will provide for release
            of contiguous parcels, if applicable; and will require Buyer to keep
            liability insurance on the Property, with Seller as additional named
            insured. Buyer authorizes Seller to obtain credit, employment and
            other necessary information to determine creditworthiness for the
            financing. Seller will, within 10 days from Effective Date, give
            Buyer written notice of whether or not Seller will make the loan.

            [ ] (3) MORTGAGE ASSUMPTION: Buyer will take title subject to and
            assume and pay existing first mortgage to _________________________
            LN# _________________________ in the approximate amount of
            $_______________ currently payable at $________________ per month
            including principal, interest, [ ] taxes and insurance and have a
            [ ] fixed [ ] other (describe) ___________________________ interest
            rate of ________% which [ ] will [ ] will not escalate upon
            assumption. Any variance in the mortgage will be adjusted in the
            balance due at closing with no adjustment to purchase price. Buyer
            will purchase Seller's escrow account dollar for dollar. If the
            lender disapproves Buyer, or the interest rate upon transfer exceeds
            ____% or the assumption/transfer fee exceeds $___________, either
            party may elect to pay the excess, failing which this agreement will
            terminate and Buyer's deposit(s) will be returned.

                                     CLOSING

4.       CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and
         possession delivered on or before 2/28 , 2002 unless extended by other
                                           ----   ----
         provisions of this Contract. If on Closing Date insurance underwriting
         is suspended, Buyer may postpone closing up to 5 days after the
         insurance suspension is lifted.

5.       CLOSING PROCEDURE; COSTS: Closing will take place in the county where
         the Property is located and may be conducted by electronic means. If
         title insurance insures Buyer for title defects arising between the
         title binder effective date and recording of Buyer's deed, closing
         agent will disburse at closing the net sale proceeds to Seller and
         brokerage fees to Broker as per Paragraph 17. In addition to other
         expenses provided in this Contract, Seller and Buyer will pay the costs
         indicated below.

         (a)    SELLER COSTS: Seller will pay taxes on the deed and recording
                fees for documents needed to cure title; certified, confirmed
                and ratified special assessment liens; title evidence (if
                applicable under Paragraph 8); Other:
                ____________________________________________





Buyer (_____)(_____) and Seller (_____)(_____) acknowledge receipt of a copy of
this page, which is Page 2 of 8 Pages.


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         (b)    BUYER COSTS: Buyer will pay taxes and recording fees on notes
                and mortgages and recording fees on the deed and financing
                statements; loan expenses; pending special assessment liens;
                lender's title policy at the simultaneous issue rate;
                inspections; survey and sketch; insurance; Other:

         (c)    TITLE EVIDENCE AND INSURANCE: CHECK (1) OR (2):

                [X] (1) Seller will provide a Paragraph 8(a)(1) owner's title
                insurance commitment as title evidence.

                [X] Seller [ ] Buyer will select the title agent. [X] Seller
                [ ] Buyer will pay for the owner's title policy, search,
                examination and related charges. Each party will pay its own
                closing fees.

                  [ ] (2) Seller will provide title evidence as specified in
                  Paragraph 8(a)(2). [ ] Seller [ ] Buyer will pay for the
                  owner's title policy and select the title agent. Seller will
                  pay fees for title searches prior to closing, including tax
                  search and lien search fees, and Buyer will pay fees for title
                  searches after closing (if any), title examination fees and
                  closing fees.

         (d)    PRORATIONS: The following items will be made current and
                prorated as of the day before Closing Date: real estate taxes,
                interest, bonds, assessments, leases and other Property expenses
                and revenues. If taxes and assessments for the current year
                cannot be determined, the previous year's rates will be used
                with adjustment for any exemptions.

         (e)    TAX WITHHOLDING: Buyer and Seller will comply with the Foreign
                Investment in Real Property Tax Act, which may require Seller to
                provide additional cash at closing if Seller is a "foreign
                person" as defined by federal law.

                               PROPERTY CONDITION

6.       LAND USE: Seller will deliver the Property to Buyer at the time agreed
         in its present "as is" condition, with conditions resulting from
         Buyer's inspections and casualty damage, if any, excepted. Seller will
         maintain the landscaping and grounds in a comparable condition and will
         not engage in or permit any activity that would materially alter the
         Property's condition without the Buyer's prior written consent.

         (a)    FLOOD ZONE: Buyer is advised to verify by survey, with the
                lender and with appropriate government agencies which flood zone
                the Property is in, whether flood insurance is required and what
                restrictions apply to improving the Property and rebuilding in
                the event of casualty.

         (b)    GOVERNMENT REGULATION: Buyer is advised that changes in
                government regulations and levels of service which affect
                Buyer's intended use of the Property will not be grounds for
                canceling this Contract if the Feasibility Study Period has
                expired or if Buyer has checked choice (c)(2) below.

         (c)    INSPECTIONS: (CHECK (1) OR (2) BELOW)

                [ ] (1) FEASIBILITY STUDY: Buyer will, at Buyer's expense and
                within ____ days from Effective Date ("Feasibility Study
                Period"), determine whether the Property is suitable, in Buyer's
                sole and absolute discretion, for
                ________________________________ use. During the Feasibility
                Study Period, Buyer may conduct a Phase I environmental
                assessment and any other tests, analyses, surveys and
                investigations ("Inspections") that Buyer deems necessary to
                determine to Buyer's satisfaction the Property's engineering,
                architectural and environmental properties; zoning and zoning
                restrictions; subdivision statutes; soil and grade; availability
                of access public roads, water, and other utilities; consistency
                with local, state and regional growth management plans,
                availability of permits, government approvals, and licenses; and
                other inspections that Buyer deems appropriate to determine the
                Property's suitability for the Buyer's intended use. If the
                Property must be rezoned, Buyer will obtain the rezoning from
                the appropriate government agencies. Seller will sign all
                documents Buyer is required to file in connection with
                development or rezoning approvals. Seller gives Buyer, its
                agents, contractors and assigns, the right to enter the Property
                at any time during the Feasibility Study Period for the purpose
                of conducting inspections; provided, however, that Buyer, its
                agents, contractors and assigns enter the Property and conduct
                inspections at their own risk. Buyer will indemnify and hold
                Seller harmless from losses, damages, costs, claims and expenses
                of any nature, including attorney's fees, expenses and liability
                incurred in application for rezoning or related proceedings, and
                from liability to any person, arising from the conduct of any
                and all inspections of any work authorized by Buyer. Buyer will
                not engage in any activity that could result in a construction



Buyer (_____)(_____) and Seller (_____)(_____) acknowledge receipt of a copy of
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                lien being filed against the Property without Seller's prior
                written consent. If this transaction does not close, Buyer will,
                at Buyer's expense, (1) repair all damages to the Property
                resulting from the Inspections and return the Property to the
                condition it was in prior to conduct of the Inspections, and (2)
                release to Seller all reports and other work generated as a
                result of the Inspections.

                Buyer will deliver written notice to Seller prior to the
                expiration of the Feasibility Study Period of Buyer's
                determination of whether or not the Property is acceptable.
                Buyer's failure to comply with this notice requirement will
                constitute acceptance of the Property as suitable for Buyer's
                intended use in its "as is" condition. If the Property is
                unacceptable to Buyer and written notice of this fact is timely
                delivered to Seller, this Contract will be deemed terminated as
                of the day after the Feasibility Study period ends and Buyer's
                deposit(s) will be returned after Escrow Agent receives proper
                authorization form all interested parties. |X| (2) NO
                FEASIBILITY STUDY: Buyer is satisfied that the Property is
                suitable for Buyer's purposes, including being satisfied that
                either public sewerage and water are available to the Property
                or the Property will be approved for the installation of a well
                and/or private sewerage disposal system and that existing zoning
                and other pertinent regulations and restrictions, such as
                subdivision or deed restrictions, concurrency, growth management
                and environmental conditions, are acceptable to Buyer. This
                Contract is not contingent on Buyer conducting any further
                investigations.

         (d)    SUBDIVIDED LANDS: If this Contract is for the purchase of
                subdivided lands, defined by Florida Law as "(a) Any contiguous
                land which is divided or is proposed to be divided for the
                purpose of disposition into 50 or more lots, parcels, units, or
                interests; or (b) Any land, whether contiguous or not, which is
                divided or proposed to be divided into 50 or more lots, parcels,
                units, or interests which are offered as a part of a common
                promotional plan." Buyer may cancel this Contract for any reason
                whatsoever for a period of 7 business days from the date on
                which Buyer executes this Contract. If Buyer elects to cancel
                within the period provided, all funds or other property paid by
                Buyer will be refunded without penalty or obligation within 20
                days of the receipt of the notice of cancellation by the
                developer.

7.       RISK OF LOSS; EMINENT DOMAIN: If any portion of the Property is
         materially damaged by casualty before closing, or Seller negotiates
         with a governmental authority to transfer all or part of the Property
         in lieu of eminent domain proceedings, or if an eminent domain
         proceeding is initiated, Seller will promptly inform Buyer. Either
         party may cancel this Contract by written notice to the other within 10
         days from Buyer's receipt of Seller's notification, failing which Buyer
         will close in accordance with this Contract and receive all payments
         made by the government authority or insurance company, if any.

                                      TITLE

8.       TITLE: Seller will convey marketable title to the Property by statutory
         warranty deed or trustee, personal representative or guardian deed as
         appropriate to Seller's status.


         (a)    TITLE EVIDENCE: Title evidence will show legal access to the
                Property and marketable title of record in Seller in accordance
                with current title standards adopted by the Florida Bar, subject
                only to the following title exceptions, none of which prevent
                Buyer's intended use of the Property as ______________________:
                covenants, easements and restrictions of record; matters of
                plat; existing zoning and government regulations; oil, gas and
                mineral rights of record if there is no right of entry; current
                taxes; mortgages that Buyer will assume; and encumbrances that
                Seller will discharge at or before closing. Seller will, prior
                to closing, deliver to Buyer Seller's choice of one of the
                following types of title evidence, which must be generally
                accepted in the county where the Property is located (specify in
                Paragraph 5(c) the selected type). Seller will use option (1) in
                Palm Beach County and option (2) in Miami-Dade County.

                (1)     A TITLE INSURANCE COMMITMENT issued by a
                        Florida-licensed title insurer in the amount of the
                        purchase price and subject only to title exceptions set
                        forth in this Contract.

                (2)     AN EXISTING ABSTRACT OF THE TITLE from a reputable and
                        existing abstract firm (if firm is not existing, then
                        abstract must be certified as correct by an existing
                        firm) purporting to be an accurate synopsis of the
                        instruments affecting title to the Property recorded in
                        the public records of the county where the Property is
                        located and certified to Effective Date. However, if


Buyer (_____)(_____) and Seller (_____)(_____) acknowledge receipt of a copy of
this page, which is Page 4 of 8 Pages.



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                        such an abstract is not available to Seller, then a
                        prior owner's title policy acceptable to the proposed
                        insurer as a base for reissuance of coverage. Seller
                        will pay for copies of all policy exceptions and an
                        update in a format acceptable to Buyer's closing agent
                        from the policy effective date and certified to Buyer or
                        Buyer's closing agent together with copies of all
                        documents recited in the prior policy and in the update.
                        If a prior policy is not available to Seller then (1)
                        above will be the title evidence. Title evidence will be
                        delivered no later than 10 days before Closing Date.



         (b)    TITLE EXAMINATION: Buyer will examine the title evidence and
                deliver written notice to Seller, within 5 days from receipt of
                title evidence but no later than closing, of any defects that
                make the title unmarketable. Seller will have 30 days from
                receipt of Buyer's notice of defects ("Curative Period") to cure
                the defects at Seller's expense. If Seller cures the defects
                within the Curative Period, Seller will deliver written notice
                to Buyer and the parties will close the transaction on Closing
                Date or within 10 days from Buyer's receipt of Seller's notice
                if Closing Date has passed. If Seller is unable to cure the
                defects within the Curative Period, Seller will deliver written
                notice to Buyer and Buyer will, within 10 days from receipt of
                Seller's notice, either cancel this Contract or accept title
                with existing defects and close the transaction.

         (c)    SURVEY: Buyer may, prior to Closing Date and at Buyer's expense,
                have the Property surveyed and deliver written notice to Seller,
                within 5 days from receipt of survey but no later than closing,
                of any encroachments on the Property, encroachments by the
                Property's improvements on other lands or deed restriction or
                zoning violations. Any such encroachment or violation will be
                treated in the same manner as a title defect and Buyer's and
                Seller's obligations will be determined in accordance with
                subparagraph (b) above. If any part of the Property lies seaward
                of the coastal construction control line, Seller will provide
                Buyer with an affidavit or survey as required by law delineating
                the line's location on the property, unless Buyer waives this
                requirement in writing.

                                  MISCELLANEOUS

9.       EFFECTIVE DATE; TIME: The "Effective Date" of this Contract is the date
         on which the last of the parties initials or signs the latest offer.
         TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS CONTRACT. All time
         periods expressed as days will be computed in business days (a
         "business day" is every calendar day except Saturday, Sunday and
         national legal holidays), except for time periods greater than 60 days,
         which will be computed in calendar days. If any deadline falls on a
         Saturday, Sunday or national legal holiday, performance will be due the
         next business day. All time periods will end at 5:00 p.m. local time
         (meaning in the county where the Property is located) of the
         appropriate day.

10.      NOTICES: All notices will be made to the parties and Broker by mail,
         personal delivery or electronic media. Buyer's failure to deliver
         timely written notice to Seller, when such notice is required by this
         Contract, regarding any contingencies will render that contingency null
         and void and the Contract will be construed as if the contingency did
         not exist.

11.      COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer
         and Seller. Except for brokerage agreements, no prior or present
         agreements will bind Buyer, Seller or Broker unless incorporated into
         this Contract. Modifications of this Contract will not be binding
         unless in writing, signed and delivered by the party to be bound.
         Signatures, initials, documents referenced in this Contract,
         counterparts and written modifications communicated electronically or
         on paper will be acceptable for all purposes, including delivery, and
         will be binding. Handwritten or typewritten terms inserted in or
         attached to this Contract prevail over preprinted terms. If any
         provision of this Contract is or becomes invalid or unenforceable, all
         remaining provisions will continue to be fully effective. This Contract
         will not be recorded in any public records.



Buyer (_____)(_____) and Seller (_____)(_____) acknowledge receipt of a copy of
this page, which is Page 5 of 8 Pages.


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                         DEFAULT AND DISPUTE RESOLUTION

12.      ASSIGNABILITY; PERSONS BOUND: Buyer may not assign this Contract
         without Seller's written consent. The terms "Buyer," "Seller," and
         "Broker" may be singular or plural. This Contract is binding on the
         heirs, administrators, executors, personal representatives and assigns
         (if permitted) of Buyer, Seller and Broker.

                         DEFAULT AND DISPUTE RESOLUTION

13.      DEFAULT: (a) SELLER DEFAULT: If for any reason other than failure of
         Seller to make Seller's title marketable after diligent effort, Seller
         fails, refuses or neglects to perform this Contract, Buyer may choose
         to receive a return of Buyer's deposit without waiving the right to
         seek damages or to seek specific performance as per Paragraph 16.
         Seller will also be liable to Broker for the full amount of the
         brokerage fee. (b) BUYER DEFAULT: If Buyer fails to perform this
         Contract within the time specified, including timely payment of all
         deposits, Seller may choose to retain and collect all deposits paid and
         agreed to be paid as liquidated damages or to seek specific performance
         as per Paragraph 16; and Broker will, upon demand, receive 50% of all
         deposits paid and agreed to be paid (to be split equally among
         cooperating brokers) up to the full amount of the brokerage fee.

14.      DISPUTE RESOLUTION: This Contract will be construed under Florida law.
         All controversies, claims, and other matters in question arising out of
         or relating to this transaction or this Contract or its breach will be
         settled as follows:

         (a)    DISPUTES CONCERNING ENTITLEMENT TO DEPOSITS MADE AND AGREED TO
                BE MADE: Buyer and Seller will have 30 days from the date
                conflicting demands are made to attempt to resolve the dispute
                through mediation. If that fails, Escrow Agent will submit the
                dispute, if so required by Florida law, to Escrow Agent's choice
                of arbitration, a Florida court or the Florida Real Estate
                Commission. Buyer and Seller will be bound by any resulting
                settlement or order.

         (b)    ALL OTHER DISPUTES: Buyer and Seller will have 30 days from the
                date a dispute arises between them to attempt to resolve the
                matter through mediation, failing which the parties will resolve
                the dispute through neutral binding arbitration in the county
                where the Property is located. The arbitrator may not alter the
                Contract terms or award any remedy not provided for in this
                Contract. The award will be based on the greater weight of the
                evidence and will state findings of fact and the contractual
                authority on which it is based. If the parties agree to use
                discovery, it will be in accordance with the Florida Rules of
                Civil Procedure and the arbitrator will resolve all
                discovery-related disputes. Any disputes with a real estate
                licensee named in Paragraph 17 will be submitted to arbitration
                only if the licensee's broker consents in writing to become a
                party to the proceeding. This clause will survive closing.

         (c)    MEDIATION AND ARBITRATION; EXPENSES: "Mediation" is a process in
                which parties attempt to resolve a dispute by submitting it to
                an impartial mediator who facilitates the resolution of the
                dispute but who is not empowered to impose a settlement on the
                parties. Mediation will be in accordance with the rules of the
                American Arbitration Association ("AAA") or other mediator
                agreed on by the parties. The parties will equally divide the
                mediation fee, if any. "Arbitration" is a process in which the
                parties resolve a dispute by a hearing before a neutral person
                who decides the matter and whose decision is binding on the
                parties. Arbitration will be in accordance with the rules of the
                AAA or other arbitrator agreed on by the parties. Each party to
                any arbitration will pay its own fees, costs and expenses,
                including attorneys' fees, and will equally split the
                arbitrator's fees and administrative fees of arbitration. In a
                civil action to enforce an arbitration award, the prevailing
                party to the arbitration shall be entitled to recover from the
                nonprevailing party reasonable attorneys' fees, costs and
                expenses.

                             ESCROW AGENT AND BROKER

15.      ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive,
         deposit and hold funds and other items in escrow and, subject to
         clearance, disburse them upon proper authorization and in accordance
         with the terms of this Contract, including disbursing brokerage fees.
         The parties agree that Escrow Agent will not be liable to any person
         for misdelivery of escrowed items to Buyer or Seller, unless the
         misdelivery is due to Escrow Agent's willful breach of this Contract or
         gross negligence. If Escrow Agent interpleads the subject matter of the
         escrow, Escrow Agent will pay the filing fees and costs from the
         deposit and will recover reasonable attorneys' fees and costs to be



Buyer (_____)(_____) and Seller (_____)(_____) acknowledge receipt of a copy of
this page, which is Page 6 of 8 Pages.

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         paid from the escrowed funds or equivalent and charged and awarded as
         court costs in favor of the prevailing party. All claims against Escrow
         Agent will be arbitrated, so long as Escrow Agent consents to
         arbitrate.

16.      PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller
         to verify all facts and representations that are important to them and
         to consult an appropriate professional for legal advice (for example,
         interpreting contracts, determining the effect of laws on the Property
         and transaction, status of title, foreign investor reporting
         requirements, etc.) and for tax, property condition, environmental and
         other specialized advice. Buyer acknowledges that Broker does not
         reside in the Property and that all representations (oral, written or
         otherwise) by Broker are based on Seller representations or public
         records unless Broker indicates personal verification of the
         representation. Buyer agrees to rely solely on Seller, professional
         inspectors and governmental agencies for verification of the Property
         condition and facts that materially affect Property value. Buyer and
         Seller respectively will pay all costs and expenses, including
         reasonable attorneys' fees at all levels, incurred by Broker and
         Broker's officers, directors, agents and employees in connection with
         or arising from Buyer's or Seller's misstatement or failure to perform
         contractual obligations. Buyer and Seller hold harmless and release
         Broker and Broker's officers, directors, agents and employees from all
         liability for loss or damage based on (1) Buyer's or Seller's
         misstatement or failure to perform contractual obligations; (2)
         Broker's performance, at Buyer's and/or Seller's request, of any task
         beyond the scope of services regulated by Chapter 475, F.S., as
         amended, including Broker's referral, recommendation or retention of
         any vendor; (3) products or services provided by any vendor; and (4)
         expenses incurred by any vendor. Buyer and Seller each assume full
         responsibility for selecting and compensating their respective vendors.
         This paragraph will not relieve Broker of statutory obligations. For
         purposes of this paragraph, Broker will be treated as a party to this
         Contract. This paragraph will survive closing.

17.      BROKERS: The licensee(s) and brokerage(s) named below are collectively
         referred to as "Broker." Seller and Buyer acknowledge that the
         brokerage(s) named below are the procuring cause of this transaction.
         INSTRUCTION TO CLOSING AGENT: Seller and Buyer direct closing agent to
         disburse at closing the full amount of the brokerage fees as specified
         in separate brokerage agreements with the parties and cooperative
         agreements between the brokers, unless Broker has retained such fees
         from the escrowed funds. In the absence of such brokerage agreements,
         closing agent will disburse brokerage fees as indicated below.
<TABLE>
<S>                                                           <C>
RE/MAX REALTY WELLINGTON/CARL LOVETERE                        ILLUSTRATED PROPERTIES/JOAN MARINO
-----------------------------------------------------         ---------------------------------------------------
Real Estate Licensee                                          Real Estate Licensee

40430434                                                      40462547
-----------------------------------------------------         ---------------------------------------------------
Broker/Brokerage fee:($ or % of Purchase Price) 4%            Broker/Brokerage fee:($ or % of Purchase Price) 4%
-----------------------------------------------------         ---------------------------------------------------
</TABLE>

                                ADDITIONAL TERMS

18.      ADDITIONAL TERMS:

1. SUBJECT TO SATISFIED SURVEY.

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________




Buyer (_____)(_____) and Seller (_____)(_____) acknowledge receipt of a copy of
this page, which is Page 7 of 8 Pages.



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_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


This is intended to be a legally binding contract. If not fully understood, seek
the advice of an attorney prior to signing.

                              OFFER AND ACCEPTANCE

(Check if applicable: [ ] Buyer received a written real property disclosure
statement from Seller before making this Offer. Buyer offers to purchase the
Property on the above terms and conditions. Unless this Contract is signed by
Seller and a copy delivered to Buyer no later than ___ [ ] a.m. [ ] p.m. on
_______________________, this offer will be revoked and Buyer's deposit refunded
subject to clearance of funds.

Date: 12/23/2001  Buyer: /s/ SOLOMAN LAM                  Tax ID/SSN:
     -----------        --------------------------------            -----------
                  Print name: SOLOMAN LAM
                             ---------------------------

Date:             Buyer:                                  Tax ID/SSN:
     -----------        --------------------------------            -----------
                  Print name:
                             ---------------------------
Phone:            Address:
      -----------            ---------------------------
Fax:
   ----------------------------------------------------------------------------


Date: 12/26/01    Seller: /s/ BARRY GRUBERG               Tax ID/SSN:
     -----------        --------------------------------            -----------
                  Print name: BARRY GRUBERG
                             ---------------------------

Date:             Seller:                                 Tax ID/SSN:
     -----------        --------------------------------            -----------
                  Print name:
                             ---------------------------
Phone:            Address:
      -----------            ---------------------------
Fax:
   ----------------------------------------------------------------------------

[ ] Seller counters Buyer's offer (to accept the counter offer, Buyer must sign
or initial the counter offered terms and deliver copy of the acceptance to
Seller by 5:00 p.m. on _________________). [ ] Seller rejects Buyer's offer.


Effective Date: ____________________ (The date on which the last party signed or
initialed acceptance of the final offer).




The Florida Association of REALTORS(R) and local Board/Association of
REALTORS(R) make no representation as to the legal validity or adequacy of any
provision of this form in any specific transaction. This standardized form
should not be used in complex transactions or with extensive riders or
additions. This form is available for use by the entire real estate industry and
is not intended to identify the user as a REALTOR(R). REALTOR(R) is a registered
collective membership mark that may be used on the real estate licensees who are
members of the National Association of REALTORS(R) and who subscribe to its Code
of Ethics.



Buyer (_____)(_____) and Seller (_____)(_____) acknowledge receipt of a copy of
this page, which is Page 8 of 8 Pages.


/SL/ /BG/
<PAGE>




                             ESTIMATED NET PROCEEDS

ESTIMATED SALE PRICE                                      $   45,000

COSTS RELATED TO SALE OF HOME

Dock Stamps                                               $   315.00
Commission: 8.000% of sales price                         $ 3,600.00
This does not include Mortgage or Taxes                   $     0.00
Title ins: 1.298% of sales price                          $   584.10
Fed Ex & Misc                                             $   100.00
Mineral Rights                                            $     0.00
Transaction Fee                                           $   200.00
                                                          ----------
Total Estimated Expenditures                              $ 4,799.10
                                                          ----------
ESTIMATED NET PROCEEDS                                    $40,200.90

Prepared for: Barry Gruberg                 Prepared by: Carol S. Lovetere, Jr.


This is an estimate only and the information herein is deemed to be accurate but
not guaranteed. All estimates are subject to change.

/s/ BARRY GRUBERG
--------------------------
Owner


<PAGE>


                  DISCLOSURE OF AFFILIATED BUSINESS ARRANGEMENT

Ref:  Sale on lot in Sun Glades

Dear Owner:

         This is to give you notice that your RE/MAX agent has a business
relationship with Professional Advantage Title, Ltd. and because of this
relationship, this referral may provide a financial or other benefit to the
Agent.

         You are NOT required to use Professional Advantage Title, Ltd. on the
sale or purchase of the subject property. THERE ARE FREQUENTLY OTHER SETTLEMENT
SERVICE PROVIDERS AVAILABLE WITH SIMILAR SERVICE. YOU ARE FREE TO SHOP AROUND TO
DETERMINE THAT YOU ARE RECEIVING THE BEST SERVICES AND THE BEST RATES FOR THESE
SERVICES.

         The range of fees charged for services rendered by the title agency
have been disclosed to the parties.

/s/ BARRY GRUBERG
--------------------------------         --------------------------------------
Seller Approval to use PAT date          Seller Approval to use PAT date


Carl S. Lovetere, Jr., PA
BROKER/ASSOC., CRS,
RE/MAX WELLINGTON
561-791-2169 direct line 561-798-6690 FAX
E-MAIL LOVETERE@CS.COM      E-MAIL CARL@LOVETERE.COM
Web Site www.lovetere.com