EXHIBIT 10.28c

          THIRD AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT


         THIS THIRD AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT (the
"Amendment") is made and entered into as of the 30th day of April, 2001, by and
between TROUT CREEK PROPERTIES, LLC ("Seller") and CRESCENT RESOURCES, LLC,
formerly known as Crescent Resources, Inc. ("Buyer").

                                    RECITALS

         A. Seller and Buyer entered into that certain Real Estate Purchase
Agreement (the "Agreement") dated November 29, 2000 and First Amendment dated
January 17, 2001, and Second Amendment dated March 28, 2001, wherein Buyer
agreed to purchase from Seller and Seller agreed to sell to Buyer certain real
property located in Pasco County, Florida, described therein (the "Premises") in
accordance with the terms and conditions of such Agreement.

         B. Seller and Buyer desire to extend the Investigation Period and
extend the Closing Date for up to thirty days to provide more time for Seller to
satisfy Conditions Precedent described in the Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration,
Seller and Buyer do hereby agree as follows:

         1.       Investigation  Period.  The  Investigation  Period  described
in Paragraph 3 of the Agreement is hereby  extended to expire at 5:00 PM local
time in Tampa, Florida on May 30, 2001.

         2.       Closing Date. Pursuant to Paragraph 6(a) of the Agreement,
Buyer's obligation to close is conditioned upon issuance of permits from
Southwest Florida Water Management District ("SWFWMD") and the Army Corps of
Engineers ("ACOE"). Seller has obtained the SWFWMD permit and is awaiting
issuance of the ACOE permit. Accordingly, the Closing Date described in
Paragraph 7(a) of the Agreement is hereby extended to the earlier of (i) June 1,
2001, or (ii) 7 days after issuance of the ACOE permit. Also, Paragraphs 7(a) &
7(b) of the Agreement are hereby amended to extend by 30 days all dates and
deadlines which are applicable if Buyer exercises its right to extend the
Closing Date beyond June 1, 2001. If Buyer elects to extend the Closing Date
beyond June 1, 2001, Buyer must give Seller written notice and pay the Extension
Fee by June 1, 2001, in which event the Extension Fee shall be applicable to the
Adjusted Purchase Price as shown in said Paragraph 7(b) and the Closing Dates
applicable to each Adjusted Purchase Price shall be extended by thirty
(30) days.

         3.       Ratification  of  Agreement.  This  Amendment  shall  control
any  conflicting  provisions  of the Agreement or prior amendments, which is
hereby ratified and confirmed by Buyer and Seller.

         4.       Counterparts.  This  Amendment may be executed in two or more
counterparts,  each of which shall be taken to be an original.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.

SELLER:                                              BUYER:

TROUT CREEK PROPERTIES, LLC                 CRESCENT RESOURCES, LLC

By:  /s/ Brian P. Burns                     By: /s/ Michael Wiggins
     --------------------------                 ------------------------

Name: Brian P. Burns                        Name: Michael Wiggins
Title: Chairman and President               Title:  Vice President
Date:  30 April 2001                        Date:   4-30-01