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                                                                    EXHIBIT 10.1

                                CONTRACT OF SALE


         This Agreement is entered into by and between TERRY ADAIR ("Seller")
and GEORGE R. BEDELL, Trustee ("Purchaser").

                              W I T N E S S E T H :

         FOR AND IN CONSIDERATION of the promises, undertakings, and mutual
covenants of the parties herein set forth, Seller hereby agrees to sell and
Purchaser hereby agrees to purchase and pay for all that certain property
hereinafter described in accordance with the following terms and conditions:

                                    ARTICLE I

                                    PROPERTY

         The conveyance by Seller to Purchaser shall include the following
described tracts or parcels of land, together with all and singular the rights
and appurtenances pertaining to such land including any right, title and
interest of Seller in and to adjacent strips or gores, streets, alleys, or
rights-of-way and all rights of ingress and egress thereto:

                  That certain tract of land lying and being situated in Land
         Lots Nos. 92 and 120 of the 12th Land District, Habersham County,
         Georgia, containing approximately 30 acres, more or less, and being
         outlined in red in Exhibit "A" attached hereto and made a part hereof
         for all purposes; the exact acreage shall be determined by placing the
         southern-most boundary line parallel to the northern-most boundary
         line.

Hereafter the aforesaid real property is referred to as the "Land."

         The conveyance by Seller to Purchaser shall also include all buildings
and other improvements on the Land, including specifically, without limitation,
the house which is located on that portion of the Land which is more
particularly described in Exhibit "B" attached hereto and made a part hereof for
all purposes (the "Improvements").


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                                   ARTICLE II

                                 PURCHASE PRICE

         The purchase price to be paid by Purchaser to Seller for the Subject
Property shall be the sum of (i) Two Hundred Thousand and No/100 Dollars
($200,000.00) for the 2-acre tract which is more particularly described in
Exhibit "B" plus (ii) the product obtained by multiplying the number of acres
shown on the survey of the Subject Property to be provided by Purchaser in
accordance with Article IV hereinbelow (excluding, however, the 2-acre tract
described in Exhibit "B") times Twelve Thousand and No/100 Dollars ($12,000.00).
The purchase price shall be payable all in cash at the closing.

                                   ARTICLE III

                                  EARNEST MONEY

         Within two (2) business days after final execution of this Contract by
all parties hereto, Purchaser shall deliver Purchaser's check in the amount of
Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of
Dallas, 5220 Renaissance Tower, 1201 Elm Street, Dallas, Texas 75270, Attn: John
Kerr (the "Title Company"). The Title Company shall immediately cash the earnest
money check and deposit the proceeds thereof in an interest bearing account, the
earnings from which shall accrue to the benefit of Purchaser (hereinafter the
proceeds of the earnest money check shall be referred to as the "earnest
money"). If Purchaser does not terminate this Contract during the Inspection
Period (as defined in Article VI hereinbelow), then, within two (2) business
days after the expiration of the Inspection Period, the Title Company shall
immediately disburse the entire $25,000.00 earnest money deposit to Seller; upon
such disbursement the $25,000.00 earnest money deposit shall be non-refundable
to the Purchaser except in the event of a default by Seller hereunder, but, if
this Contract closes, then the entire $25,000.00 earnest money deposit shall be
applied in partial satisfaction of the purchase price payable at closing.

         In the event that this Contract is closed, then all earnest money shall
be applied in partial satisfaction of the purchase price. In the event that this
Contract is not closed, then the earnest money shall be disbursed in the manner
provided for elsewhere herein. Notwithstanding the

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foregoing or anything to the contrary contained elsewhere in this Contract, it
is understood and agreed that One Hundred Dollars ($100.00) of the earnest money
shall in all events be delivered to Seller as valuable consideration for the
Inspection Period described in Article VI hereinbelow and the execution of this
Contract by Seller.

                                   ARTICLE IV

                      PRE-CLOSING OBLIGATIONS OF PURCHASER

         During the Inspection Period (defined hereinbelow), Purchaser, at his
sole cost and expense, shall obtain and deliver to Seller copies of the
following (collectively the "Purchaser Due Diligence Items"):

                  a. An updated survey of the Subject Property dated subsequent
         to the date of execution of this Contract and prepared by a licensed
         professional engineer or surveyor acceptable to Purchaser, which Survey
         shall: (a) include a metes and bounds legal description of the Subject
         Property; (b) accurately show all improvements, encroachments and uses
         and accurately show all easements and encumbrances visible or listed on
         the Title Commitment (identifying each by recording reference if
         applicable); (c) recite the number of acres included in the Subject
         Property as well as that portion of the Subject Property which is
         described in Exhibit "B"; (d) state whether the Subject Property (or
         any portion thereof) lies within a flood zone, or flood prone area; and
         (e) contain a certificate verifying that the Survey was made on the
         ground, that the Survey is correct, that there are no improvements,
         encroachments, easements, uses or encumbrances except as shown on the
         survey plat, that the area represented for the Subject Property has
         been certified by the surveyor as being correct, and that the Subject
         Property does not lie within any flood zone or flood prone area, except
         as indicated thereon. Unless otherwise agreed by Seller and Purchaser,
         the metes and bounds description contained in the Survey shall be the
         legal description employed in the documents of conveyance of the
         Subject Property; and

                  b. A current commitment (the "Title Commitment") for the
         issuance of an owner's policy of title insurance to the Purchaser from
         the Title Company, together with good and legible copies of all
         documents constituting exceptions to Seller's title as reflected in the
         Title Commitment.


                                    ARTICLE V

                             TITLE INSPECTION PERIOD

         Purchaser shall have a period of time commencing on the date of
execution of this Contract and expiring on the date of expiration of the
Inspection Period (as defined hereinbelow) within which to review and approve
the status of Seller's title to the Subject Property (the "Title Review
Period"). If the information to be provided to or obtained by Purchaser pursuant
to the provisions of Article IV hereinabove reflects or discloses any defect,
exception or other matter

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affecting the Subject Property ("Title Defects") that is unacceptable to
Purchaser, then prior to the expiration of the Title Review Period Purchaser
shall provide Seller with written notice of Purchaser's objections. Seller may,
at his sole option, elect to cure or remove the objections raised by Purchaser;
provided, however, that Seller shall have no obligation to do so. Should Seller
elect to attempt to cure or remove the objections, Seller shall have ten (10)
days from the date of Purchaser's written notice of objections (the "Cure
Period") in which to accomplish the cure. In the event Seller either elects not
to cure or remove the objections or is unable to accomplish the cure prior to
the expiration of the Cure Period, then Seller shall so notify Purchaser in
writing specifying which objections Seller does not intend to cure, and then
Purchaser shall be entitled, as Purchaser's sole and exclusive remedies, either
to terminate this Agreement by providing written notice of termination to Seller
within ten (10) days from the date on which Purchaser receives Seller's no-cure
notice or waive the objections and close this transaction as otherwise
contemplated herein. If Purchaser shall fail to notify Seller in writing of any
objections to the state of Seller's title to the Subject Property as shown by
the Survey and Title Commitment, then Purchaser shall be deemed to have no
objections to the state of Seller's title to the Subject Property as shown by
the Survey and Title Commitment, and any exceptions to Seller's title which have
not been objected to by Purchaser and which are shown on the Survey or described
in the Title Commitment shall be considered to be "Permitted Exceptions." It is
further understood and agreed that any Title Defects which have been objected to
by Purchaser and which are subsequently waived by Purchaser shall be Permitted
Exceptions.

                                   ARTICLE VI

                                INSPECTION PERIOD

     Purchaser, at Purchaser's sole expense, shall have the right to conduct
a feasibility, environmental, engineering and physical study of the Subject
Property for a period of time commencing on the date of execution of this
Contract and expiring sixty (60) days thereafter (the "Inspection Period").
Purchaser and Purchaser's duly authorized agents or representatives shall be
permitted to enter upon the Subject Property at all reasonable times during the
Inspection Period in order to conduct engineering studies, soil tests and any
other inspections and/or tests

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that Purchaser may deem necessary or advisable; provided, however, that no
drilling or other ground penetrations or physical sampling in any building shall
be done without Seller's prior written consent, which consent shall not be
unreasonably withheld or delayed. Purchaser further agrees to indemnify and hold
Seller harmless from any claims or damages, including reasonable attorneys'
fees, resulting from Purchaser's inspection of the Subject Property. In the
event that the review and/or inspection conducted by this paragraph shows any
fact, matter or condition to exist with respect to the Subject Property that is
unacceptable to Purchaser, in Purchaser's sole discretion, or if for any reason
Purchaser determines that purchase of the Subject Property is not feasible, then
Purchaser shall be entitled, as Purchaser's sole remedy, to cancel this Contract
by providing written notice of cancellation to Seller prior to the expiration of
the Inspection Period. If Purchaser shall provide written notice of cancellation
prior to the expiration of the Inspection Period, then this Contract shall be
cancelled, all earnest money (less $100.00) shall be immediately returned to
Purchaser by the Title Company, and thereafter neither Seller nor Purchaser
shall have any continuing obligations one unto the other. If no notice of
cancellation is provided by Purchaser prior to the expiration of the Inspection
Period, then this Contract shall remain in full force and effect.

                                   ARTICLE VII

              REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER

     Seller represents and warrants to Purchaser that at closing Seller will
have good and indefeasible fee simple title to the Subject Property free and
clear of all liens, encumbrances, covenants, restrictions, rights-of-way,
easements, and any other matters affecting title to the Subject Property except
for the Permitted Exceptions, and at closing, Seller will be in a position to
convey the Subject Property to Purchaser free and clear of all liens,
encumbrances, covenants, restrictions, rights-of-way, easements and other such
matters affecting title except for the Permitted Exceptions.

              Seller further covenants and agrees with Purchaser that, from the 
date hereof until the closing, Seller shall not sell, assign, or convey any
right, title, or interest whatsoever in or to the Subject Property, or create or
permit to exist any lien, security interest, easement,

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encumbrance, charge, or condition affecting the Subject Property (other than the
Permitted Exceptions) without promptly discharging the same prior to closing.

         All of the foregoing representations and warranties of Seller are made
by Seller both as of the date hereof and as of the date of the closing
hereunder. Notwithstanding the foregoing or anything to the contrary contained
herein, it is understood and agreed that the representations and warranties set
forth hereinabove shall survive the closing of this Contract only for a period
of two (2) years following the closing date, but not thereafter, and Seller
shall have no liability of any kind whatsoever for any breach thereof except to
the extent a claim is asserted against Seller within such two (2) year period.

                                  ARTICLE VIII

                         CONDITIONS PRECEDENT TO CLOSING

         The obligation of Purchaser to close this Contract shall, at the option
of Purchaser, be subject to the following conditions precedent:

                  a. All of the representations, warranties and agreements of
         Seller set forth in this Contract shall be true and correct in all
         material respects as of the date hereof and at closing, and Seller
         shall not have on or prior to closing, failed to meet, comply with or
         perform in any material respect any conditions or agreements on
         Seller's part as required by the terms of this Contract;

                  b. There shall be no change in the matters reflected in the
         Title Commitment, and there shall not exist any encumbrance or title
         defect affecting the Subject Property not described in the Title
         Commitment except for the Permitted Exceptions;

                  c. There shall be no changes in the matters reflected in the
         Survey, and there shall not exist any easement, right-of-way,
         encroachment, waterway, pond, flood plain, conflict or protrusion with
         respect to the Subject Property not shown on the Survey; and

                  d. No material and substantial change shall have occurred with
         respect to the Subject Property which would in any way affect the
         findings made in the inspection of the Subject Property described in
         Article VI hereinabove.

         If any such condition is not fully satisfied by closing, Purchaser may
terminate this Contract by written notice to Seller whereupon this Contract
shall be cancelled, the earnest money deposit (less $100.00) shall be returned
to Purchaser and thereafter neither Seller nor Purchaser shall have any
continuing obligations one unto the other.


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                                   ARTICLE IX

                                     CLOSING

       The closing hereunder shall take place at the offices of the Title
Company. The closing shall occur on or before sixty (60) days from the date of
expiration of the Inspection Period. Purchaser shall notify Seller at least five
(5) days in advance of the exact time and date of closing. Purchaser shall have
the right to obtain one sixty (60) day extension of the deadline for closing by
delivering directly to Seller, prior to the then scheduled closing deadline, an
additional Twenty-Five Thousand and No/100 Dollars ($25,000.00) in
non-refundable earnest money. If Purchaser exercises this right, then the
deadline for closing of this Contract shall be extended by sixty (60) days; the
additional $25,000.00 in earnest money which is paid by Purchaser in order to
extend the deadline for closing of this Contract shall be non-refundable to
Purchaser except in the event of a default by Seller hereunder, but, if this
Contract closes, then such additional earnest money shall be applied in partial
satisfaction of the purchase price payable hereunder. Upon the expiration of the
first sixty (60) day extension, Purchaser shall have the right to obtain a
second sixty (60) day extension of the deadline for closing by delivering
directly to Seller, prior to the then scheduled closing deadline, an additional
Twenty- Five Thousand and No/100 Dollars ($25,000.00) in non-refundable earnest
money. If Purchaser exercises this right, then the deadline for closing of this
Contract shall be extended by sixty (60) days; the additional $25,000.00 in
earnest money which is paid by Purchaser in order to extend the deadline for
closing of this Contract shall be non-refundable to Purchaser except in the
event of default by Seller hereunder, but if this Contract closes, then such
additional earnest money shall be applied in partial satisfaction of the
purchase price payable hereunder.

                                    ARTICLE X

                         SELLER'S OBLIGATIONS AT CLOSING

         At the closing, Seller shall do the following:

                  a. Deliver to Purchaser a deed covering the Subject Property,
         duly signed and acknowledged by Seller, which deed shall be in form
         reasonably acceptable to Purchaser for recording and shall convey to
         Purchaser good and marketable title to the Subject Property, free and
         clear of all liens, rights-of-way, easements, and other matters
         affecting title to the Subject Property, except for the Permitted
         Exceptions.


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                  b. Deliver or cause to be delivered to Purchaser an ALTA
         owner's form of title insurance policy (the "Title Policy") insuring
         Purchaser in the amount of the purchase price that Purchaser has
         acquired good and marketable title to the Subject Property, subject
         only to the Permitted Exceptions. Purchaser shall be entitled to
         request the Title Company to provide, at Purchaser's sole cost and
         expense, such endorsements (or amendments) to the Title Policy as
         Purchaser may reasonably require so long as such endorsements or
         amendments impose no additional liability on Seller or delay the
         closing. Purchaser acknowledges and agrees that the Title Policy may be
         actually delivered within a reasonable time following the closing so
         long as Purchaser has received at closing a current binding title
         commitment obligating the Title Company to deliver the Title Policy.
         Purchaser shall pay the premium for a standard owner's form of title
         insurance policy in the amount of the purchase price, and Purchaser
         shall pay the cost of any title endorsements required by Purchaser and
         the cost of any reinsurance required by Purchaser.

                  c. Deliver a non-withholding statement that will satisfy the
         requirements of Section 1445 of the Internal Revenue Code so that
         Purchaser is not required to withhold any portion of the purchase price
         for payment to the Internal Revenue Service.

                  d. Deliver to Purchaser any other documents or items necessary
         or convenient in the reasonable judgment of Purchaser to carry out the
         intent of the parties under this Contract.


                                   ARTICLE XI

                       PURCHASER'S OBLIGATIONS AT CLOSING

         At the closing, Purchaser shall deliver to Seller the purchase price in
cash.

                                   ARTICLE XII

                              COSTS AND ADJUSTMENTS

         At closing, the following items shall be adjusted or prorated between
Seller and Purchaser:

                  a. Any real estate transfer taxes or sales taxes payable in
         connection with the sale of the Subject Property shall be paid in full
         by Seller.

                  b. Ad valorem taxes for the Subject Property for the current
         calendar year shall be prorated as of the date of closing, and Seller
         shall pay to Purchaser in cash at closing Seller's pro rata portion of
         such taxes. Seller's pro rata portion of such taxes shall be based upon
         taxes actually assessed for the current calendar year or, if for any
         reason such taxes for the Subject Property have not been actually
         assessed, such proration shall be based upon the amount of such taxes
         for the immediately preceding calendar year, and adjusted by cash
         settlement when exact amounts are available. However, anything herein
         to the contrary notwithstanding, any tax abatement or refund for a
         period of time prior to closing shall belong to Seller.

                  c. All other closing costs, including but not limited to,
         recording and escrow fees shall be paid by the Purchaser; provided,
         however, that Seller and Purchaser shall each be responsible for the
         fees and expenses of their respective attorneys.


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         Seller agrees to indemnify and hold Purchaser harmless of and from any
and all liabilities, claims, demands, suits, and judgments, of any kind or
nature (except those items which under the terms of this Contract specifically
become the obligation of Purchaser), brought by third parties and based on
events occurring on or before the date of closing and which are in any way
related to the ownership, maintenance, or operation of the Subject Property, and
all expenses related thereto, including, but not limited to, court costs and
attorneys' fees.

         Purchaser agrees to indemnify and hold Seller harmless of and from any
and all liabilities, claims, demands, suits, and judgments, of any kind or
nature, brought by third parties and based on events occurring subsequent to the
date of closing and which are in any way related to the ownership, maintenance
or operation of the Subject Property, and all expenses related thereto,
including, but not limited to, court costs and attorneys' fees.

         Notwithstanding anything to the contrary contained herein, the
indemnities set forth in this Article XII shall survive the closing hereunder.

                                  ARTICLE XIII

                                ENTRY ON PROPERTY

         Purchaser, Purchaser's agents, employees, servants, or nominees, are
hereby granted the right to enter upon the Subject Property at any time prior to
closing for the purpose of inspecting the Subject Property and conducting such
engineering and mechanical tests as Purchaser may deem necessary or advisable,
any such inspections and tests to be made at Purchaser's sole expense. Purchaser
agrees to indemnify and hold Seller harmless from and against any and all
losses, damages, costs, or expenses incurred by Seller as a result of any
inspections or tests made by Purchaser.

                                   ARTICLE XIV

                             POSSESSION OF PROPERTY

         Possession of the Property free and clear of all uses and
encroachments, except the Permitted Exceptions, shall be delivered to Purchaser
at closing.


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                                   ARTICLE XV

                     DAMAGE OR DESTRUCTION PRIOR TO CLOSING

         In the event that the Subject Property should be damaged by any
casualty prior to closing, then if the cost of repairing such damage, as
estimated by an architect or contractor retained pursuant to the mutual
agreement of Seller and Purchaser, is:

                  a. Less than Twenty-Five Thousand and No/100 Dollars
         ($25,000.00), then at Purchaser's option, either (i) the Seller shall
         repair such damage as promptly as is reasonably possible, restoring the
         damaged property at least to its condition immediately prior to such
         damage; and, in the event such repairs have not been completed prior to
         closing, then the closing shall nevertheless proceed as scheduled, and
         Purchaser may have the Title Company withhold from Seller the funds
         necessary to make such repairs until Seller has repaired such damage
         pursuant to the provisions hereof, at which time such funds shall be
         distributed to Seller or (ii) Purchaser may take an assignment of
         Seller's insurance proceeds and a credit for Seller's deductible and
         repair such damage itself;

or if said cost is:

                  b. greater than Twenty-Five Thousand and No/100 Dollars
         ($25,000.00), then, at Purchaser's election, Seller shall pay to
         Purchaser, at closing, all insurance proceeds payable for such damage,
         and the sale shall be closed without Seller's repairing such damage,
         or, if Purchaser does not elect to accept such insurance proceeds, then
         either Seller or Purchaser may elect to terminate this Contract, in
         which case the earnest money (less $100.00) shall be returned to
         Purchaser and thereafter neither party shall have any further
         obligations one unto the other.


                                   ARTICLE XVI

                                     NOTICES

         All notices, demands, or other communications of any type given by the
Seller to the Purchaser, or by the Purchaser to the Seller, whether required by
this Contract or in any way related to the transaction contracted for herein,
shall be void and of no effect unless given in accordance with the provisions of
this paragraph. All notices shall be in writing and delivered to the person to
whom the notice is directed, either in person, by facsimile transmission, or by
United States Mail, as a registered or certified item, return receipt requested.
Notices delivered by mail shall be deemed given when deposited in a post office
or other depository under the care or custody of the United States Postal
Service, enclosed in a wrapper with proper postage affixed, addressed as
follows:

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         Seller:          Terry Adair
                          1288 Rockford Creek Road
                          Clarkesville, Georgia  30523

         Purchaser:       George R. Bedell
                          901 Main Street, Suite 3700
                          Dallas, Texas 75202
                          Telephone No.: (214) 749-2448
                          Facsimile No.: (214) 747-3732


                                  ARTICLE XVII

                                    REMEDIES

         In the event that Seller fails to timely comply with all conditions,
covenants and obligations of Seller hereunder, it shall be an event of default
and Purchaser shall have the option (i) to terminate this Contract by providing
written notice thereof to Seller, in which event the earnest money (less
$100.00) shall be returned immediately to Purchaser by the Title Company and the
parties hereto shall have no further liabilities or obligations one unto the
other; (ii) to waive any defect or requirement and close this Contract; or (iii)
to sue Seller for specific performance or for damages. The exercise of any of
the foregoing remedies of Purchaser shall not in any manner be construed as a
waiver of Purchaser's right to seek specific performance or to sue for damages,
and in the event of a default by Seller hereunder, Purchaser shall be entitled
to enforce specific performance hereunder or sue Seller for damages.

         In the event that Purchaser fails to timely comply with all conditions,
covenants, and obligations Purchaser has hereunder, such failure shall be an
event of default, and Seller's sole remedy shall be to receive the Earnest
Money. The Earnest Money is agreed upon by and between the Seller and Purchaser
as liquidated damages due to the difficulty and inconvenience of ascertaining
and measuring actual damages, and the uncertainty thereof, and no other damages,
rights, or remedies shall in any case be collectible, enforceable, or available
to the Seller other than in this paragraph defined, and Seller shall accept the
Earnest Money as Seller's total damages and relief.


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                                  ARTICLE XVIII

                                   ASSIGNMENT

         Purchaser shall have the right to nominate who shall take title and who
shall succeed to Purchaser's duties and obligations hereunder, or assign this
Contract to any person, firm, corporation, or other entity which Purchaser may,
at Purchaser's sole option, choose, and from and after such nomination or
assignment, wherever in this Contract reference is made to Purchaser such
reference shall mean the nominee or assignee who shall succeed to all the
rights, duties, and obligations of Purchaser hereunder.

                                   ARTICLE XIX

                        INTERPRETATION AND APPLICABLE LAW

         This Agreement shall be construed and interpreted in accordance with
the laws of the State of Georgia. Where required for proper interpretation,
words in the singular shall include the plural; the masculine gender shall
include the neuter and the feminine, and vice versa. The terms "successors and
assigns" shall include the heirs, administrators, executors, successors, and
assigns, as applicable, of any party hereto.

                                   ARTICLE XX

                                    AMENDMENT

         This Contract may not be modified or amended, except by an agreement in
writing signed by the Seller and the Purchaser. The parties may waive any of the
conditions contained herein or any of the obligations of the other party
hereunder, but any such waiver shall be effective only if in writing and signed
by the party waiving such conditions and obligations.

                                   ARTICLE XXI

                                    AUTHORITY

         Each person executing this Contract warrants and represents that he is
fully authorized to do so.


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                                  ARTICLE XXII

                                 ATTORNEYS' FEES

         In the event it becomes necessary for either party to file a suit to
enforce this Contract or any provisions contained herein, the prevailing party
shall be entitled to recover, in addition to all other remedies or damages,
reasonable attorneys' fees and costs of court incurred in such suit.

                                  ARTICLE XXIII

                              DESCRIPTIVE HEADINGS

         The descriptive headings of the several paragraphs contained in this
Contract are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.

                                  ARTICLE XXIV

                                ENTIRE AGREEMENT

         This Contract (and the items to be furnished in accordance herewith)
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior and contemporaneous agreements and
understandings of the parties in connection therewith. No representation,
warranty, covenant, agreement, or condition not expressed in this Contract shall
be binding upon the parties hereto or shall affect or be effective to interpret,
change, or restrict the provisions of this Contract.

                                   ARTICLE XXV

                             MULTIPLE ORIGINALS ONLY

         Numerous copies of this Contract may be executed by the parties hereto.
Each such executed copy shall have the full force and effect of an original
executed instrument.

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                                  ARTICLE XXVI

                                   ACCEPTANCE

         Seller shall have until 5:00 o'clock p.m., April 3, 1998, to execute
and return a fully executed original of this Contract to Purchaser, otherwise
this Contract shall become null and void. Time is of the essence of this
Contract. The date of execution of this Contract by Seller shall be the date of
execution of this Contract. If the final date of any period falls upon a
Saturday, Sunday, or legal holiday under the laws of the State of Georgia, then
in such event the expiration date of such period shall be extended to the next
day which is not a Saturday, Sunday, or legal holiday under the laws of the
State of Georgia.

                                  ARTICLE XXVII

                             REAL ESTATE COMMISSION

         In the event that this Contract closes, but not otherwise, Seller and
Purchaser shall pay at closing a real estate commission to Century 21 Farish
Realty ("Broker"), such commission to be in the amount of four percent (4%) of
the purchase price payable hereunder and to be divided equally between Seller
and Purchaser. Seller represents and warrants to Purchaser that Seller has not
contacted or entered into any agreement with any other real estate broker,
agent, finder, or any other party in connection with this transaction, and that
Seller has not taken any action which would result in any other real estate
broker's, finder's, or other fees or commissions being due and payable to any
other party with respect to the transaction contemplated hereby. Purchaser
hereby represents and warrants to Seller that Purchaser has not contracted or
entered into any agreement with any other real estate broker, agent, finder, or
any other party in connection with this transaction, and that Purchaser has not
taken any action which would result in any other real estate broker's, finder's,
or other fees or commissions being due or payable to any other party with
respect to the transaction contemplated hereby. Each party hereby indemnifies
and agrees to hold the other party harmless from any loss, liability, damage,
cost, or expense (including reasonable attorneys' fees) resulting to the other
party by reason of a breach of the representation and warranty made by such
party herein. Notwithstanding

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anything to the contrary contained herein, the indemnities set forth in this
Article XXVII shall survive the closing.

         EXECUTED on this the _________ day of April, 1998.

                                   SELLER:



                                   /s/ TERRY ADAIR  3-30-98
                                   -----------------------------------------
                                   TERRY ADAIR

         EXECUTED on this the 27th day of March, 1998.

                                   PURCHASER:



                                   /s/  GEORGE R. BEDELL
                                   -----------------------------------------
                                   GEORGE R. BEDELL, TRUSTEE

RECEIPT OF EARNEST MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS
HEREBY ACKNOWLEDGED:

TITLE COMPANY:

SAFECO LAND TITLE OF DALLAS



By:      /s/ J.G. KERR
   --------------------------------
Name:    J. G. Kerr, V.P.
     -----------------------------------------
Its:     Special Projects
    ------------------------------------------
         Senior Commercial Escrow Officer


Special Stipulations

         1. Seller to maintain possession of the house & shop for 30 days after
            closing.

         2. This counter offer is open and valid for acceptance until 5:00 p.m.
            April 9, 1998.



Exhibits:

         Exhibit A--Plat
         Exhibit B--Legal Description

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