EXHIBIT 99.2

ADOPTION OF INDEPENDENT CONTRACTOR AGREEMENT

This adoption of the "Independent Contractor Agreement" between Charles P.
Godels, P .A. and MCG Diversified, Inc. dated March 15, 1995 and amended January
1, 1998,is hereby agreed to by Avalon Development Enterprises, Inc. ("ADE") and
MCG Diversified, Inc. ("MCG"), effective as of January 1, 2001.

All terms and conditions contained in the above-referenced documents are
hereby agreed with the exception that the parties hereby agree that the rate for
the services described in the above-referenced documents are to be provided by
MCG to ADE at the rate of $300.00 per month.

Agreed:

|"INDEPENDENT CONTRACTOR"            
|------------------------------------
|MCG DIVERSIFIED, INC.               
|/s/ MARGUERITE GODELS               
|Marguerite Godels, President        
|12-29-2000                          
|Date                                
|"COMPANY REPRESENTATIVE"            
|AVALON DEVELOPMENT ENTERPRISES, INC.
|/s/ CHARLES P. GODELS               
|Charles P. Godels, V/P              
|12-29-2000                          
|Date                                



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MODIFICATION TO INDEPENDENT CONTRACTOR AGREEMENT

This modification to the "Independent Contractor Agreement" between the
parties dated March 15, 1995 is to be effective January 1, 1998.

The modifications are as followed:

The costs for providing various data processing and administrative functions
for Charles P. Godels, P.A. Will be as follows.

1. Administrative Functions - $500.00 / month

2. Data Processing - $40.00 / hour

All other terms and conditions of the original "Agreement" remain unchanged,
in force, and effective.

Agreed:

|"INDEPENDENT CONTRACTOR"    
|----------------------------
|MCG DIVERSIFIED, INC.       
|/s/ MARGUERITE GODELS       
|Marguerite Godels, President
|12-27-1997                  
|Date                        
|"COMPANY REPRESENTATIVE"    
|CHARLES P. GODELS, P.A.     
|/s/ CHARLES P. GODELS       
|Charles P. Godels, President
|12-27-1997                  
|Date                        



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INDEPENDENT CONTRACTOR AGREEMENT

Agreement is made this 15th day of March, 1995.

The following outlines our agreement:

You have been retained by Charles P. Godels, P.A., as an independent
contractor for the purpose of accomplishing various data processing and
administrative functions.

You will be responsible for accomplishing said functions in a specifically
agreed-upon timely manner on an ongoing basis, based upon the individual task
and the priority placed upon completing such task by Charles P. Godels, P.A.

The costs for providing the above services to Charles P. Godels, P.A. will be
as follows:

1. Administrative Functions - $ 800.00/month.

2. Data Processing - $ 35.00/hour.

3. Retainer at Inception of Agreement - $ 3,000.00

You will invoice us for your services rendered at the end of each month. We
will not deduct or withhold any taxes, FICA or other deductions. As an
independent contractor, you will not be entitled to any fringe benefits, such as
unemployment insurance, medical insurance, pension plans, or other such benefits
that would be offered to regular employees.

During this project you may be in contact with or directly working with
proprietary information which is important to Charles P. Godels, P.A. and its
competitive position. All information must be treated with strict confidence and
may not

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be used at any time or in any manner in work you may do with others in our
profession (see also CONFIDENTIALITY AGREEMENT).

Agreed:

|/s/ MARGUERITE GODELS, PRESIDENT | Date: March 15, 1995
|-------------------------------- | --------------------
|Marguerite Godels                |                     
|MCG DIVERSIFIED, INC.            |                     
|Independent Contractor           |                     
|/s/ CHARLES P. GODELS, PRESIDENT | Date: 3/15/1995     
|Charles P. Godels                |                     
|Company Representative           |                     

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CONFIDENTIALITY AGREEMENT

AGREEMENT and acknowledgement between Charles P. Godels, P.A. (Company) and
MCG Diversified, Inc. (Undersigned).

Whereas, the Company agrees to furnish the Undersigned access to certain
confidential information relating to the affairs of the Company solely for
purposes of accomplishing various data processing and administrative
functions.

Whereas, the Undersigned agrees to review, examine, inspect or obtain such
information only for the purposes described above, and to otherwise hold such
information confidential and secret pursuant to the terms of this agreement and
all applicable rules of the Board of Accountancy of the State of Florida.

BE IT KNOWN, that the Company has or shall furnish to the Undersigned certain
confidential information, and may further allow suppliers, customers, employees
or representatives of the Company, all on the following conditions.

1. The undersigned agrees to hold all confidential or proprietary information
or trade secrets {"information") in trust and confidence and agrees that it
shall be used only for the contemplated purpose, and shall not be used for any
other purpose or disclosed to any third party under any circumstances
whatsoever.

2. No copies may be made or retained of any written information supplied.

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4. This information shall not be disclosed to any employee, consultant or
third party unless said party agrees to execute and be bound by the terms of
this agreement, and disclosure by Company is first approved.

5. It is understood that the Undersigned shall have no obligation with
respect to any information known by the Undersigned or as may be generally known
within the industry prior to date of this agreement, or that shall become common
knowledge within the profession thereafter.

6. The Undersigned acknowledges the information disclosed herein is
proprietary or trade secrets and in the event of any breach, the Company shall
be entitled to injunctive relief as a cumulative and not necessarily successive
or exclusive remedy to a claim for monetary damages.

7. This agreement shall be binding upon and inure to the benefit of the
parties, their successors and assigns.

8. This constitutes the entire agreement.

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|Witnessed:        
|------------------
|/s/ JAY D. SOLOMON
|Witness           
|                  
|/s/ CHRISTINE     
|Witness           

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