**Ex.
      10.4**





**CONTRACT
      OF SALE**





This
      Contract is entered into by and
      between J. W. KELLY’S ENTERPRISES, INC., JAMES W. KELLY and DOROTHY H. KELLY
      (collectively “Seller”) and JAMES J. OESTREICH (“Purchaser”).





WITNESSETH:




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 all of Seller's right, title
      and
      interest in and to those certain tracts of land containing approximately 385.425
      acres, more or less, located in New Ashford, Berkshire County, Massachusetts,
      and being more particularly described in Exhibit “A” attached hereto and
      made a part hereof for all purposes, together with all right, title and interest
      of Seller in and to any all strips or gores, roads, easements, streets, and
      ways
      bounding said property, and all rights of ingress and egress thereto (the
      foregoing property is herein referred to as the "Real Property").  The
      conveyance by Seller to Purchaser shall include all buildings and other
      improvements located on the Real Property (the
“Improvements”).  Hereinafter all property being conveyed to Purchaser
      by Seller pursuant to this Contract including the Real Property and
      Improvements  are sometimes referred to collectively as the “Subject
      Property.”




**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          1**




**ARTICLE
      II**


**PURCHASE
      PRICE**





The
      purchase price to be paid by
      Purchaser to Seller for the Subject Property shall be equal to the sum of Two
      Million Six Hundred Fifty Thousand and No/100 Dollars ($2,650,000.00). 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 wire earnest money in the amount of Seventy Five
      Thousand and No/100 Dollars ($75,000.00) to Chicago Title Insurance Company,
      785
      S. Main Street, Great Barrington, Massachusetts 01230, Attn: David Lazan (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”).  Either the Title Company or Purchaser will provide Seller
      with information concerning the institution at which the earnest money is
      deposited.  If Purchaser does not terminate this Contract during the
      Inspection Period (as defined in Article VI hereinbelow) then the Title Company
      shall immediately disburse the $75,000.00 earnest money deposit to Seller;
      upon
      such disbursement the $75,000.00 earnest money deposit shall be non-refundable
      to the Purchaser except in the event of a default at closing by Seller
      hereunder, but, if this Contract closes, then the $75,000.00 earnest money
      deposit 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
      foregoing or anything to the contrary contained elsewhere in this Contract,
      it
      is understood and agreed that Five Thousand Dollars ($5,000.00) 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.





**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          2**




**ARTICLE
      IV**


**PRE-CLOSING
      OBLIGATIONS OF PURCHASER**





During
      the Inspection Period (defined
      hereinbelow), Purchaser, at Purchaser’s 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 gross acres
      included in the Subject Property; (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.




**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          3**




**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 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.




**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          4**




**ARTICLE
      VI**


**INSPECTION
      PERIOD**





Purchaser,
      at Purchaser’s sole expense,
      shall have the right to conduct environmental, engineering and physical studies
      of the Subject Property for a period of time commencing on the date of execution
      of this Contract and expiring thirty (30) 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 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 will provide Seller with copies of all reports
      obtained by Purchaser in connection with any inspections conducted by
      Purchaser.  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, 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 $5,000.00) 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.




**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          5**




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




Seller
      hereby further represents and
      warrants to Purchaser as follows:




a. Except
                for a possible claim by the federal Environmental Protection Agency
                which
                affects unrelated property and an ongoing proceeding by the Massachusetts
                Department of Environmental Protection which affects a portion of
                the
                Subject Property (the “Existing Environmental Proceedings”), there are no
                actions, suits, or proceedings pending or, to the best of Seller's
                knowledge, threatened against Seller or otherwise affecting any portion
                of
                the Subject Property, at law or in equity, or before or by any federal,
                state, municipal, or other governmental court, department, commission,
                board, bureau, agency, or instrumentality, domestic or
                foreign;




b. The
                  execution by Seller of this Contract and the consummation by Seller
                  of the
                  sale contemplated hereby have been duly authorized, and do not,
                  and, at
                  the closing date, will not, result in a breach of any of the terms
                  or
                  provisions of, or constitute a default under any indenture, agreement,
                  instrument, or obligation to which Seller is a party or by which
                  the
                  Subject Property or any portion thereof is bound, and do not, and
                  at the
                  closing date will not, constitute a violation of any regulation
                  affecting
                  the Subject Property;


**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          6**


c. Except
                for the Existing Environmental Proceedings, Seller has not received
                any
                notice of any violation of any ordinance, regulation, law, or statute
                of
                any governmental agency pertaining to the Subject Property or any
                portion
                thereof;





d. That,
                at closing, there will be no unpaid bills, claims, or liens in connection
                with any construction or repair of the Subject Property except for
                ones
                which will be paid in the ordinary course of business or which have
                been
                bonded around or the payment of which has otherwise been adequately
                provided for to the complete satisfaction of Purchaser;
                and





e. To
                the
                best of Seller's knowledge, there has been no material release of
                any
                pollutant or hazardous substance of any kind onto or under the Subject
                Property that would result in the prosecution of any claim, demand,
                suit,
                action or administrative proceeding based on any environmental
                requirements of state, local or federal law including, but not limited
                to,
                the Comprehensive Environmental Response Compensation and Liability
                Act of
                1980, U.S.C. § 9601 et seq.





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.





**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, to the best of Seller’s knowledge, 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; and  **CONTRACT
              OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
              7**
 c.           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 satisfied
      by closing, Purchaser shall first provide Seller with written notice of such
      unsatisfied condition and allow Seller thirty (30) days from the date of such
      notice within which to satisfy the condition; if Seller fails to satisfy such
      condition within the thirty (30) day cure period, then Purchaser may terminate
      this Contract by written notice to Seller whereupon this Contract shall be
      cancelled, all earnest money (less $5,000.00) shall be returned to Purchaser
      and
      thereafter neither Seller nor Purchaser shall have any continuing obligations
      one unto the other.





**ARTICLE
      IX**


**CLOSING**





The
      closing hereunder shall take place
      at 9:00 a.m. eastern standard time at the offices of David Lazan at 785 S.
      Main
      Street, Great Barrington, Massachusetts 01230.  The closing shall
      occur on or before fifteen (15) days from the date of expiration of the
      Inspection Period.





**ARTICLE
      X**


**SELLER'S
      OBLIGATIONS AT CLOSING**





At
      the closing, Seller shall do the
      following:




a.           Deliver
                to Purchaser a quitclaim 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.


b.           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.  c.           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.


**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH****-- Page
          8**





**ARTICLE
      XI**


**PURCHASER’S
      OBLIGATIONS AT CLOSING**





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





**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 by the party and in the manner that is
      customary in Berkshire County, Massachusetts.





b.           Real
      property 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.





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.








**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 claims or damages including reasonable
      attorney’s fees and all losses, damages, costs, or expenses incurred by Seller
      as a result of any inspections or tests made by Purchaser.  Purchaser
      shall notify Seller of the approximate time and location of any proposed
      inspections.





**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          9**




**ARTICLE
      XIV**


**POSSESSION
      OF PROPERTY**





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





**ARTICLE
      XV**


**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:





Seller:
            J.
                W. Kelly’s Enterprises, Inc.P.O.
                Box 1427271
                U.S. Route 7New
                Ashford, MA  02137Telephone:  (413)
                458-3664Purchaser:
            James
                J. Oestreich6237
                Paseo PrivadoCarlsbad,
                CA  92009Telephone:  (760)
                929-1937Fax:  (760)
                929-1940





**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          10**




**ARTICLE
      XVI**


**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 $5,000.00) 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 of Seller’s obligation to sell the Subject Property to Purchaser
      pursuant to this Contract.  In no event shall Purchaser have the right
      to 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.




Notwithstanding
      anything to the
      contrary contained herein, in the event either party defaults in the performance
      of such party’s obligations hereunder, then, before exercising any remedy
      hereunder, the non-defaulting party shall first provide the defaulting party
      with written notice of the default and allow the defaulting party thirty (30)
      days from the date of such notice within which to cure the
      default.  Seller and Purchaser further agree, upon demand by either
      party, to submit any dispute to binding arbitration which arbitration will
      be
      governed by the Federal Arbitration Act.




**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH** -- Page
          11




**ARTICLE
      XVII**


**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
      XVIII**


**INTERPRETATION
      AND APPLICABLE LAW**





This
      Agreement shall be construed and
      interpreted in accordance with the laws of the State of
      Massachusetts.  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
      XIX**


**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.




**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          12**




**ARTICLE
      XX**


**AUTHORITY**





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





**ARTICLE
      XXI**


**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
      XXII**


**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.





**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          13**




**ARTICLE
      XXIII**


**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.





**ARTICLE
      XXIV**


**ACCEPTANCE**





Seller
      shall have until 5:00 o’clock
      p.m., July 26, 2007, 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 Massachusetts, 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
      Massachusetts.





**ARTICLE
      XXV**


**REAL
      ESTATE COMMISSION**





Seller
      represents and warrants to
      Purchaser that Seller has not contacted or entered into any agreement with
      any
      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
      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 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 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 anything to the contrary contained herein,
      the indemnities set forth in this Article XXV shall survive the
      closing.




**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          14**




EXECUTED
      on this the 24th day of
      July, 2007.





**SELLER:**J.W.
                KELLY’S ENTERPRISES, INC.By:
            /S/
                JAMES W. KELLYName:
            James
                W. KellyIts:
            President/S/
                JAMES W. KELLYJAMES
                W. KELLY/S/
                DOROTHY H. KELLYDOROTHY
                H. KELLY




EXECUTED
      on this the
24th day of July,
      2007.




**PURCHASER:**/S/
                JAMES J. OESTREICHJAMES
                J. OESTREICH





**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          15**





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





**TITLE
                COMPANY:**CHICAGO
                TITLE INSURANCE COMPANYBy:
            /S/
                JAMES K. BRODURTHAName:
            James
                K. BrodurthaIts:
            Vice
                PresidentJuly
                27, 2007











List
      of
      Exhibits to Agreement not filed herewith:





Exhibit
      A-1--Description of Property


Exhibit
      A-2--Plat of Property




**CONTRACT
          OF SALE/J.W. KELLY'S ENTERPRISES--JAMES J. OESTREICH -- Page
          16**




**ASSIGNMENT
      OF CONTRACT RIGHTS**








For
      the consideration stated
      hereinbelow, the undersigned, James J. Oestreich ("Assignor"), hereby assigns
      to
      Silverleaf Resorts, Inc. ("Assignee"), all of his right, title and interest
      in
      and to that certain Contract of Sale dated July 24, 2007 (the “Contract”),
      executed by J. W. Kelly’s Enterprises, Inc., James W. Kelly and Dorothy H.
      Kelly, collectively as Seller, and Assignor, as Purchaser, with respect to
approximately
      385.425 acres of land, more or less, located in the Town of New Ashford,
      Berkshire County, Massachusetts (the "Property").This
      Assignment is made without representation or warranty of any kind other than
      that Assignor is legally authorized to make this Assignment.





As
      consideration for this assignment,
      Assignee hereby agrees to assume all of Assignor's duties and obligations under
      the Contract.





ASSIGNOR:/S/
                JAMES J. OESTREICHJAMES
                J. OESTREICH








ACCEPTED
      AND AGREED


this
      __1st___ day of August, 2007:








ASSIGNEE:





SILVERLEAF
                RESORTS, INC.,a
                Texas corporationBy:
            /S/
                HARRY J. WHITE, JR.Name:
            Harry
                J. White, Jr.Its:
            Chief
                Financial Officer