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                                                                   EXHIBIT 10.33


     Certain confidential Information has been omitted from this exhibit 10.33
pursuant to a confidential treatment request filed separately with the
Securities and Exchange Commission. The omitted information is indicated by the
symbol "***" at each place in this Exhibit 10.33 where the omitted information
appeared in the original

                              Vacant Land Contract
                         Florida Association of Realtors

                       PARTIES AND DESCRIPTION OF PROPERTY

1.   SALE AND PURCHASE: WILLIAM DEWEY WALKER & DELMA JEAN (husband & wife)
     ("Seller") and ATLANTIC COAST CONSTRUCTION & DEVELOPMENT, INC. and/or
     Assigns ("Buyer") agree to see and buy on the same terms and conditions
     specified below the property ("Property") described as:

     Address:  6285 33rd St., Vero Beach, FL 32966-6404
     Legal Description:  Parcel ID #32393200001011000001.0 &
                                   #32393200001011000001.1
     including all improvements and the following additional property:

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

                               PRICE AND FINANCING

2.   PURCHASE PRICE: $*** payable by Buyer in U.S. currency as follows:

     (a)  $***      Deposit received (checks are subject to clearance) Sep. 12,
                    2005 by _______________ for: CHARLES E. GARRIS, ESQ.
                    ("Escrow Agent"). Signature Name of Company

     (b)  $***      Additional deposit to be delivered to Escrow Agent by
                    __________ or 60 days from Effective Date. (10 days if left
                    blank).

     (c)  ****      Total financing (see Paragraph 3 below) (express as a dollar
                    amount or percentage)

     (d)  $***      Other:


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     (e)  $***      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 bank
                    check, or wired funds.

3.   INTENTIONALLY OMITTED

                                     CLOSING

4.   CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and
     possession delivered on or before December 28, 2005, 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. If this transaction does not close for
     any reason, Buyer will immediately return all Seller provided title
     evidence, surveys, association documents and other items.

5.   CLOSING PROCEDURE; COSTS: Closing will take place in the county where the
     Property is located and may be conducted by mail or 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 (in local cashier's
     checks if Seller requests in writing at least 5 days prior to closing) 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; title evidence (if applicable under
          Paragraph 8): Other: ____

     (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; lender's title policy at the simultaneous issue rate;
          Inspections; survey and sketch; Insurance; Other:

     (c)  TITLE EVIDENCE AND INSURANCE:

          [X] The title evidence will be a Paragraph 8(a)(1) owner's title
          insurance commitment. [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.

     (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.
          PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S
          CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY
          BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF
          OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS


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          REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY
          TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE
          COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION.

     (e)  SPECIAL ASSESSMENT BY PUBLIC BODY: Regarding special assessments
          imposed by a public body, Seller will pay (i) the full amount of liens
          that are certified, confirmed and ratified before closing and (ii) the
          amount of the last estimate of the assessment if an improvement is
          substantially completed as of Effective Date but has not resulted in a
          lien before closing, and Buyer will pay all other amounts.

     (f)  TAX WITHHOLDING: If Seller is a "foreign person" as defined by FIRPTA,
          Section 1445 of the Internal Revenue Code requires Buyer to withhold
          10% of the amount realized by the Seller on the transfer and remit the
          withheld amount to the Internal Revenue Service (IRS) unless an
          exemption applies. The primary exemptions are (1) Seller provides
          Buyer with an affidavit that Seller is not a "foreign person", (2)
          Seller provides Buyer with a Withholding Certificate providing for
          reduced or eliminated withholding, or (3) the gross sales price is
          $300,000 or less, Buyer is an individual who purchases the Property to
          use as a residence, and Buyer or a member of Buyer's family has
          definite plans to reside at the Property for at least 50% of the
          number of days the Property is in use during each of the first two 12
          month periods after transfer. The IRS requires Buyer and Seller to
          have a U.S. federal taxpayer identification number ("TIN"). Buyer and
          Seller agree to execute and deliver as directed any instrument,
          affidavit or statement reasonably necessary to comply with FIRPTA
          requirements including applying for a TIN within 3 days from Effective
          Date and delivering their respective TIN or Social Security numbers to
          the Closing Agent.

          If Seller applies for a withholding certificate but the application is
          still pending as outstanding, Buyer will place the 10% tax in escrow
          at Seller's expense to be disbursed in accordance with the final
          determination of the IRS, provided Seller so requests and gives Buyer
          notice of the pending application in accordance with Section 1445. If
          Buyer does not pay sufficient cash at closing to meet the withholding
          requirement, Seller will deliver to Buyer at closing the additional
          cash necessary to satisfy the requirement. Buyer will timely disburse
          the funds to the IRS and provide Seller with copies of the tax forms
          and receipts.

     (g)  1031 EXCHANGE: If either Seller or Buyer wishes to enter into a
          like-kind exchange (either simultaneously with closing or after) under
          Section 1031 of the Internal Revenue Code ("Exchange"), the other
          party will cooperate in all reasonable respects to effectuate the
          Exchange including executing documents; provided, however, that the
          cooperating party will incur no liability or cost related to the
          Exchange and that the closing shall not be contingent upon, extended
          or delayed by the Exchange.

                               PROPERTY CONDITION


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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 REGULATIONS: 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)

          [X] (1) Feasibility Study: Buyer will, at Buyer's expense and within
          60 days from Effective Date ("Feasibility Study Period"), determine
          whether the Property is suitable, in Buyer's sole and absolute
          discretion, for residential development 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 to 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 attorneys' 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 or any
          work authorized by Buyer. Buyer will not engage in any activity that
          could result in a construction 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


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               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 from all interested parties.

               (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.


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     (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 Residential subdivision: 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 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 and delivered no later than 2
          days before Closing Date.

          (2) An existing abstract of 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 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


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          of survey but no later than 5 days prior to 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). 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. Any
     notice, document or item given to or received by an attorney or Broker
     (including a transaction broker) representing a party will be as effective
     as if given to or by that party.

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 or initialed and delivered by the party to be bound. This Contract,
     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. Buyer and Seller will use diligence and good faith in
     performing all obligations under this Agreement. This Contract will not be
     recorded in any public records.

12.  ASSIGNABILITY; PERSONS BOUND: Buyer may 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.


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                         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 14. 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 14; and Broker will, upon demand,
     receive 50% of all deposits paid and agreed to be paid (to be split equally
     among cooperating brokers except when closing does not occur due to Buyer
     not being able to secure Financing after providing a Commitment, in which
     case Broker's portion of the deposits will go solely to the listing broker)
     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, a Florida court, Buyer and Seller will
          be bound by any resulting award, judgement, 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 arbitrator 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


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          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 arbitrators' 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 Florida law
     and 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 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 affect 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. 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


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     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." 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, except to the
     extent 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. This paragraph will not be used to modify any MLS
     or other offer of compensation made by Seller or listing broker to
     cooperative brokers.


                                        Atlantic Coast Land & Home, Inc.
------------------------------------    ----------------------------------------
Selling Sales Associate  License No.    Selling Firm/Brokerage Fee: ($ or % of
                                        Purchase Price)  $46,500.00

                                        Indian River Real Estate
------------------------------------    ----------------------------------------
Selling Sales Associate  License No.    Selling Firm/Brokerage Fee: ($ or % of
                                        Purchase Price)  $46,500.00

18.  ADDITIONAL TERMS:

     Note:

     "I changed 45 day Due Dil to 60 days Due Dil. Because of no survey, no
     environmental, etc. you will need these things if I don't close. If I do
     not close, I will give them to you. I also will get an appraisal.

     Joe P.

                              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 3:00 [ ] a.m. [X] p.m. on
Sept. 16, 2005, this offer will be revoked and Buyer's deposit refunded subject
to clearance of funds.

Date:  9/12/05                       Buyer:_____________________________________
                                     Print name:  Joseph Paladin, President
                                                  ------------------------------
Date:  9/15/05                       Seller:____________________________________
Phone:  772-388-0072                 Print name:  Atlantic Coast Const. &
Fax: 772-388-1930                                 Development, Inc.
E-Mail:______________________        -----------------------------------------
Fax: 772-388-1930                    Address:  730 Commerce Center Dr. #C
                                     Sebastian, FL  32958




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Date:  9/12/05                       Buyer:_____________________________________
                                     Print name:  William Dewey Walker
                                                  ------------------------------
Date:  9/15/05                       Seller:____________________________________
Phone: ______________________        Print name:  Delma Jean Walker
Fax: ________________________                     ------------------------------
E-Mail:______________________        Address:  6285 33rd St.
                                     Vero Beach, FL  32963

                             COUNTER OFFER/REJECTION

[X] Seller counters Buyer's offer (to accept the counter offer, Buyer must sign
or initial the counter offered terms and deliver a copy of the acceptance to
Seller by 5:00 p.m. on September 16, 2005. [ ] Seller rejects Buyer's offer.

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




Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 11 of 11 Pages.

<PAGE>

ADDENDUM TO CONTRACT

Addendum No. 1 to the Contract dated September 12, 2005 between William Dewey
Walker and Thelma Jean Walker (Seller) and Atlantic Coast Construction and
Development Inc. (Buyer) concerning the property described as:

The west 10 acres of the east 20 acres of tract 11-32-39-32 (the "Contract").
Buyer and Seller make the following terms and conditions part of the Contract:

1.   Buyer agrees to cooperate with the Sellers in order to permit the Seller to
     enter into a tax free exchange (Section 1031) on that portion of the
     Seller's property which does not qualify as the sale of the Sellers'
     personal residence. For purposes of this Agreement, the Parties acknowledge
     that $500,000.00 shall be allocable to the Sellers' personal residence. The
     Seller shall indemnify the Buyer against any additional cost, expense,
     liability, obligation or other financial exposure with respect to its
     assistance and cooperation in regard to the Section 1031 Exchange.

2.   The Sellers obligation to pay any brokerage fee shall not arise unless and
     until the Sellers receive complete payment of the purchase price in
     accordance with the terms of this Contract. Both brokers set forth herein
     acknowledge they are duly licensed as realtors and will provide their
     license to the closing agent at closing.

3.   Sellers shall have the option to continue to operate their citrus sales on
     the premises through March 31, 2006. In the event Sellers provides notice
     to Buyers of the exercise of this option no later than 15 days prior to
     closing Sellers shall provide to the Buyers at closing a copy of their
     general liability policy naming the Buyer as an additional insured and said
     policy shall be continued at not less than its current limits. At closing
     the Sellers shall credit the Buyer with $3.00 representing the rent of $1
     per month for the months of January, February and March, 2006 in the event
     the option is exercised.

                             See Continuation Sheet

[Handwritten note reads:  Cannot agree until I see copy of Policy]

-------------------------------------      -------------------------------------
BUYER                      Date:           SELLER                      Date:

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BUYER                      Date:           SELLER                      Date:

<PAGE>

ADDENDUM TO CONTRACT            CONTINUATION PAGE

4.   [This was crossed out with a handwritten note] - I will save palm tree. I
     want it to stay. If I do not save tree Seller may move. I will save it.

5.   The sale does not include any of the citrus packing equipment, customer
     list or any other property belonging to Walker Citrus.

6.   Sellers shall have the right to remove the 40' by 60' metal building at the
     Sellers sole expense prior to closing. The right to remove said building
     shall be extended until March 21, 2006 in the event Sellers exercise the
     option to continue the citrus sales as permitted above. [Handwritten note
     reads: I need to access property by March 31. Will work with you, Joe]

7.   Buyer acknowledges Buyer is purchasing this property for purposes of
     creating a residential subdivision; no value is attributed to any remaining
     trees or other remaining improvements located on the property.

8.   Notwithstanding the provisions of paragraph 7, in no event shall damage
     created by a hurricane or other storm be deemed to materially affect the
     value of the property.

9.   [This is handwritten no. 9 - When you turn over property to me, I want the
     option to do a 2nd Phase I if it is diff. than last Phase I. You must take
     responsibility. If I elect not to do a 2nd Phase I, that is my option.