Vacant
Land Contract


EXHIBIT 10.9


PARTIES AND DESCRIPTION OF PROPERTY


1. SALE AND PURCHASE: Cameron Jacobs
and Millennium Group Worldwide, Inc. agree to sell and buy on the terms
and conditions specified below the property (“Property”) described as: Address:Legal
Description: Parcel I.D. #’s as follows: 133560-1010, 133520-0510, 133530-0830,
133580-1450, 133560-1170, 133620-1740, 133690-2050, 133690-2170, 134120-4490,
134140-4770, 133450-0000  including all improvements and the following
additional property:


PRICE AND FINANCING


(a) $ 500.00 for delivery to Action


Deposit received (checks are subject to
clearance)


2. PURCHASE PRICE: $1,383,150.00 payable by Buyer in U.S. funds as
follows: Deposit received (checks are subject to clearance) on March 1st 2007 by (“Escrow Agent”) 


	
 

	
 


	
 

	
Name of
  Company


	
(Address of Escrow Agent)

	
 


	
 

	



	
(Phone # of Escrow Agent)

	
 


	
 

	



	
 

	
 





Additional deposits to be delivered to the
escrow agent by or  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:__________________


(e) $
____________________________________________________________________Balance to
close (not including Buyer’s closing costs, prepaid items and proration’s). 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  o  lot 1=1 acre  o  square foot [:-.1 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) IA (a) Buyer will pay cash for the Property with no financing
contingency.


J
(b) This Contract is contingent on Buyer qualifying and obtaining the commitment(s) or
approval(s) specified below (the “Financing”) within __________ 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 _________ 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 and Buyer’s deposit(s) will be returned after Escrow
Agent receives proper authorization from all interested parties.


o 
(1) New Financing: Buyer will secure a commitment for new third party
financing for $ __________ or % of the purchase price at the prevailing
interest rate and loan costs based on Buyer’s creditworthiness. 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.


[J
(2) Seller Financing: Buyer will execute a q first J 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 Buyer ( ___ ) ( ____ )
and Seller 1 (1 acknowledge
receipt of a copy of this page, which is Page 1 of 7 Pages.








option if Buyer defaults; will give Buyer the right to prepay without penalty
all or part of the principal at any times) 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.


o (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, 1-11 taxes
and insurance and having a fixed ci other (describe)____________________________ interest rate of % which 0
will o 
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 June 25th 2007 (‘Closing Date”).
Unless the Closing Date is
specifically extended by the Buyer and
Seller or CP by any other provision in this Contract, the Closing Date shall prevail
over all other time periods including, but not limited to, financing and
feasibility study periods. It on Closing Date insurance underwriting is
suspended, Buyer may postpone
closing up to days after the insurance
suspension is lifted. if this transaction does not close for any reason, Buyer will immediately return
all rz 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:

  
	
   

  	
  Taxes on the
  deed

  
	
   

  	
  Recording
  fees for documents needed to cure title

  
	
   

  	
  Title evidence (if applicable under Paragraph 8) 

  
	
   

  	
  Other:

  








	
   

  	
   

  
	
  (b) Buyer Costs:

  
	
   

  	
  Taxes and recording tees on notes and mortgages

  
	
   

  	
  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: Check (1)
  or (2):

  



(1) The title
evidence will be a Paragraph 8(a)(1) owner’s title insurance commitment. 0 Seller will select the title agent and
will pay for the owner’s title policy, search, examination and related charges
or 0 Buyer will select the title
agent and pay for the owner’s title policy, search, examination and related
charges or F-0 Buyer will
select the title agent and Seller will
pay for the owner’s title policy, search, examination and related charges.


(2) Seller will
provide an abstract as specified in Paragraph 8(a)(2) as title evidence. Li Seller Li 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. 


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 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 Buyer ________________________________ and Seller (__) (acknowledge receipt of a copy
of this page, which is
Page 2 of 7 Pages.






di 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. If
special assessments may be paid in installments lD Buyer U Seller (if
left blank, Buyer) shall pay
installments is due after closing. If Seller is checked, Seller will pay the assessment in full
prior to or at the time of closing. Public body does not include a Homeowner
Association or Condominium Association.


(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 e, 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 of closing, 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


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)

[4 (1) Feasibility Study: Buyer will, at Buyer’s expense
and within 75 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 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 indemnity 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 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.


ILI (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 Buyer (J (__ . ) and Seller (__) (__) acknowledge
receipt of a copy of this
page, which is Page 3 of 7 Pages, 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 inaccordance 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 Vacant Platted
Lots: 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 Out no later than Closing Date, 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 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.


(d) Coastal Construction Control Line: If
any part of the Property lies seaward of the coastal construction control line
as defined in Section 161.053 of the Florida Statutes, Seller shall 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.
The Property being purchased may be subject
to coastal erosion and to federal, state, or local regulations that govern
coastal property, including delineation of the coastal construction control line, rigid coastal protection
structures, beach nourishment, and the protection of marine turtles.
Additional information can be obtained from the Florida Department of
Environmental Protection, including whether there are significant erosion
conditions associated with the shoreline of the Property being purchased. 




     J Buyer
waives the right to receive a CCCL affidavit or survey.


MISCELLANEOUS


9. EFFECTIVE DATE; TIME; FORCE MAJEURE:


(a) Effective Date: The “Effective Date” of this Contract is the date
on which the last of the parties initials or signs and delivers final offer or counteroffer. Time is of the essence for all
provisions of this
Contract.


(b) Time: 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 Buyer (__) (__) and Seller
(__)   ) acknowledge receipt
of a copy of this page, which is Page 4 of 7 Pages.









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.


(c) Force Majeure:
Buyer or Seller shall not be required to perform any
obligation under this Contract or be liable to each other for damages so
long as the performance or non-performance of the obligation is delayed, caused
or prevented by an act of God or force
majeure. An “act of God” or “force majeure” is defined as hurricanes,
earthquakes, floods, fire, unusual
transportation delays, wars, insurrections and any other cause not reasonably
within the control of the Buyer or
Seller and which by the exercise of due diligence the
non-performing party is unable in whole or in part to prevent or overcome. All time periods, including Closing Date,
will be extended (not to exceed 30 days) for the period that the force majeure
or act of God is in place. In the event that such “act of God” or “force
majeure” event continues beyond the 30 days
in this sub-paragraph, either party may cancel the Contract by delivering
written notice to the other and Buyer’s deposit shall be refunded.


10. NOTICES: All notices shall be in writing and will be
delivered 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 delivered to or received by an attorney or licensee (including a transaction
broker) representing a party will be as effective as if delivered 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 Contract. This Contract will not be
recorded in any public records.


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 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 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 (“FREC”). Buyer
and Seller
will be bound by any resulting award, judgment or order. A broker’s
obligation under Chapter 475, FS and the FREC rules to timely notify the FREC
of an escrow dispute and timely resolve
the escrow dispute through mediation, arbitration, interpleader, or an escrow disbursement
order, if the broker so chooses, applies only to brokers and does not
apply to title companies, attorneys or other escrow companies.


(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 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. 




     Buyer ( ) and
Seller ( ) 






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 SOS 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 effect
of laws on the Property and transaction, status of title, foreign investor
reporting requirements, the effect of property lying
partially or totally seaward of the Coastal Construction Control Line, 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 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 riot be used to modify any MLS or other offer of compensation made by Seller or listing broker to
cooperating brokers, 


	
 

	
 

	
 


	
Selling Sales Associate/License No. N/A 

	
 

	
 Listing Firm Sales Associate/License No. N/A   


	
 


	
Selling Firm/Brokerage Fee: ($ or % of Purchase Pose) N/A   

	
 

	
Listing Firm/Brokerage Fee: ($ or % of Purchase Price) N/A   







ADDITIONAL TERMS


18. ADDITIONAL TERMS:


Buyer (__) and Seller (acknowledge receipt
of a copy of this page, which is Page 6 of 7 Pages,






          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 _____________________________ L l a.m.
..1-.1
p.m. on ____________________, this offer will be revoked and Buyer’s deposit
refunded subject to clearance of funds.


COUNTER OFFER/
REJECTION


Li 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. Unless
otherwise stated, the time for acceptance of any counteroffers shall be 2 days
from the date the counter is delivered. Seller rejects Buyer’s offer.


	
 

	
 

	
 

	
 


	
Date: 2/25/2007

	
 

	
Buyer:

	
/s/ Julius Jackson


	
 

	
 

	
 

	



	
 

	
 

	
Print name:

	
Julius Jackson, President


	
 

	
 

	
Buyer: See above 


	
Date: 2/25/2007 

	
 

	
Print name: See above 


	
Phone: N/A 

	
 

	
Address: 2825 N, 10th street, st, Augustine Florida 32084 


	
Fax: N/A 

	
 

	
 


	
E-mail: N/A 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Date:
  2/25/2007

	
 

	
Seller:

	
/s/ Cameron Jacobs


	
 

	
 

	
 

	



	
 

	
 

	
Print name:

	
Cameron Jacobs


	
 

	
 

	
 

	
 


	
 

	
 

	
Seller: See above 


	
Date: 2/25/2007 

	
 

	
Print
  name: See above 


	
Phone: N/A 

	
 

	
Address: st, Augustine, Florida 


	
Fax: N/A 

	
 

	
 

	
 


	
E-mail: N/A 

	
 

	
 

	
 





Effective Date: _______________ (The date on which the last party signed or initialed and delivered the
final offer or counteroffer.)


Buyer
(________) and Seller (_________) ( ) acknowledge receipt of a
copy of this page, which is Page 7 of 7 Pages,