Exhibit
      10.1

     

    PURCHASE
      AND SALE AGREEMENT

    


    BY
      AND BETWEEN


     

    SHELLS
      OF NEW SMYRNA BEACH, INC.

    AS
      SELLER


     

    AND


     

    FRI
      FISH, LLC

    AS
      BUYER

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

    


    PURCHASE
      AND SALE AGREEMENT

     

    This
      PURCHASE AND SALE AGREEMENT (“Agreement”)
      is
      entered into as of October 27, 2006,
      by and
      between SHELLS OF NEW SMYRNA BEACH, INC. (“Seller”),
      and
      FRI FISH, LLC, a Delaware limited liability company (“Buyer”).
      Buyer
      and Seller are from time to time referred to herein individually as a
“Party”,
      and
      collectively as the “Parties.”
      

     

    RECITALS:

     

    A. Seller
      owns one (1) Shells restaurant real property (the
      “Property”)
      more
      particularly described as
      follows:

     

    I. All
      of
      the “Real
      Property”
      (“Real
      Property”),
      collectively described as follows: good and indefeasible title in fee simple
      to
      the land described on Schedule
      1
      attached
      hereto (collectively, the “Land”),
      together with all rights and interests appurtenant thereto, including, without
      limitation, Seller’s
      right, title, and interest in and to all (A) adjacent streets, alleys,
      rights-of-way and any adjacent strips or gores of real estate;
      (B) buildings, structures and other improvements located on the
Land
      (the
      “Improvements”);
      (C)
      the leasehold interest for the parking area lease (“Parking Area Lease”)
      adjoining the Land; and (D) the fixtures located at or in the Land or
      Improvements, other than certain movable trade fixtures more particularly
      described in the Master Lease Agreement (as defined below); and

     

    II. The
      following equipment located at any of the Real Property on the Closing Date
      (collectively, the “Personal
      Property”):
      walk-in coolers/refrigerator, freezers, HVAC equipment and hoods.

     

    B. Seller
      desires to sell to Buyer, and Buyer desires to purchase from Seller, the
      Property subject to the terms and conditions set forth in this
      Agreement.

     

    C. Upon
      the
      consummation of the transactions contemplated herein, Seller desires to lease
      from Buyer, and Buyer desires to lease to Seller, the Property pursuant to
      certain Lease Agreement (as defined below). Any capitalized term used herein
      but
      not defined herein shall have the meaning set forth in the form Lease Agreement
      attached hereto as Exhibit
      A .

     

    AGREEMENT:

     

    NOW,
      THEREFORE, in consideration of the mutual covenants set forth herein, Seller
      and
      Buyer agree as follows:

     

    1. Conveyance
      of Property.
      On the
      terms and subject to the conditions set forth in this Agreement, at Closing
      (as
      hereinafter defined), Seller shall sell, convey and assign to Buyer, and Buyer
      shall buy and accept from Seller, the Property. 

     

    2. Purchase
      Price.
      Subject
      to the terms of this Agreement, the purchase price (the “Purchase
      Price”)
      for
      the Property shall be $1,333,333.34,
      payable
      in cash by Buyer to Seller at Closing. The Purchase Price shall be paid to
      Landamerica
      Title Company, Rambler
      Road, Suite 1200, Dallas, TX 75231,
      Attn: Nancy Shirar
      (the
“Title
      Company”)
      to be
      held in an escrow (the “Escrow”)
      at
      Title Company on behalf of the Parties and distributed by Title Company at
      Closing as designated by closing instructions agreed upon by Buyer, Seller
      and
      Title Company prior to the Closing Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Property
      Documents.
      Not
      more than five (5) business days following the date hereof, Seller shall deliver
      to Buyer, the documents set forth in subsections (a) through (n) of this Section
      3 (collectively, the “Property
      Documents”),
      if
      available, or with respect to documents not in Seller’s possession and
      referenced as subsections (a), (b), and (c), has engaged directly third parties
      (including, without limitation, appraisers,
      environmental consultants, Title Company and surveyors),
      at
      Buyer’s request,
      in
      connection with the preparation of Property Documents. The scope of any such
      engagement with third parties shall be subject to Buyer’s prior written approval
      (not to be unreasonably withheld). 

     

    (a) Commitment
      for title insurance covering the fee estate in the Real Property and leasehold
      estate with respect to the Parking Area Lease (“Title
      Commitment”)
      from
      Title Company, setting forth the status of title to the Real Property, showing
      all matters of record affecting the Real Property, together with a true,
      complete and legible copy of all documents referred to in the Title
      Commitment;

     

    (b) Current
      ALTA Land Title “As Built” Survey (“Survey”)
      for
      the Real Property, containing the certification set forth on Exhibit
      B,
      as the
      same may be required to be modified (subject to Buyer’s consent, which shall not
      be unreasonably withheld) to conform with requirements of particular
      jurisdictions and surveys;

     

    (c) Phase
      I
      site assessment (to ASTM Guidelines) for the Real Property (the “Site
      Assessments”),
      dated
      no earlier than six (6) months prior to the Closing Date (as defined below);
      a
      reliance letter in favor of Buyer for the Site Assessment from the person or
      entity that prepared same; and all Phase II and other environmental assessment
      and remediation reports in the possession or control of Seller regarding the
      Real Property and a reliance letter in favor of Buyer from the person or entity
      that prepared same;

     

    (d) Evidence
      of insurance covering the Property as required pursuant to the Lease
      Agreement;

     

    (e) Use
      permit and any additional required governmental permits or licenses regarding
      the construction, occupancy and operation of the Property;

     

    (f) Certificate
      of occupancy regarding the Real Property;

     

    (g) Profit
      and loss statements and balance sheets (consolidated and consolidating) for
      Seller, and profit and loss statements regarding the Property, each covering
      the
      trailing twelve (12) month period, and for calendar years ending 2005, 2004
      and
      2003, and such other financial statements and information as Buyer reasonably
      shall have requested regarding Seller and the Property;

     

    (h) Any
      engineering reports in Seller’s possession or control regarding the Real
      Properties, including without limitation a description of any deferred
      maintenance and repairs and an estimate of the cost thereof, and a reliance
      letter in favor of Buyer for each such report from the person or entity that
      prepared same; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i) UCC,
      litigation and tax lien searches from a commercially recognized search company
      regarding the Property and Seller;

     

    (j) Zoning
      permits and regulations (if available) and other evidence of proper zoning
      (e.g.
      zoning letters or zoning reports), as available; and if legal non-conforming
      uses exist, evidence that the improvements may be rebuilt to existing
      specifications following a casualty or condemnation;

     

    (k) Final
“As
      Built” plans and specifications for the Real Property;

     

    (l) Any
      and
      all studies, data, reports, agreements, licenses, leases, environmental
      assessments, surveys, reports, documents, plans, maps, and permits in Seller’s
      possession or control concerning the Property (to the extent not already
      delivered to Buyer pursuant to subsections (a) - (k), above); and

     

    (m) Such
      other information regarding Seller or the Property that Buyer reasonably may
      have requested.

     

    4. Right
      of Entry, Inspection.
      

     

    (a) From
      and
      including the date hereof through and including the Closing Date, Seller shall
      afford Buyer and its representatives a continuing right to inspect the Property
      and the Property Documents and Seller hereby grants to Buyer and Buyer’s agents,
      employees and consultants a nonexclusive license to enter upon the Real Property
      for the purpose of allowing Buyer to conduct whatever soil and engineering
      tests, feasibility studies, surveys and other physical examinations of the
      Property Buyer deems appropriate, provided Buyer gives Seller prior notice
      of
      such intended entry. Buyer will not perform any invasive testing at any of
      the
      Property without Seller’s prior written consent, which shall not be unreasonably
      withheld. Buyer shall at all times use reasonable efforts not to unreasonably
      interfere with the conduct of Seller’s business at the Property. Buyer agrees to
      provide copies to Seller of all reports, tests, and studies received by Seller
      regarding the Real Property.

     

    (b) In
      the
      event of any damage to the Property caused by Buyer, its agents, engineers,
      employees or contractors, Buyer shall pay the cost incurred by Seller to restore
      the Property to the condition existing prior to the performance of such tests,
      investigations or studies. Buyer shall protect, defend, indemnify and hold
      Seller harmless from any and all liability, claims, losses, costs and expenses
      (including, without limitation, reasonable attorneys’ fees and costs) suffered
      or incurred by Seller for injury to persons or property caused by Buyer’s
      investigations, studies, tests and inspections of the Property.
      However,
      Buyer shall have no liability for any liability,
      claims, losses, costs and expenses
      attributable to the acts or omissions of Seller or Seller’s agents, employees,
      invitees or licensees or resulting from latent defects or Hazardous Materials
      within, on, under or adjacent to the Property.

     

    5. Title
      and Other Defects.

     

    (a) Buyer
      shall have the right, at any time prior to the Closing Date (as defined in
      Section 7 hereof), to deliver written notice to Seller objecting to any
      material adverse matters reflected in the Survey or Title Commitment (any such
      writing, a “Title
      Notice Letter”).
      All
      matters set forth in Survey or Title Commitment to which Buyer delivers a Title
      Notice Letter, and all matters which are listed on the Title Commitment as
      requirements of Title Company to issue the applicable final title insurance
      policy (other than those requirements which relate to documents or other items
      to be provided by Buyer), are referred to herein as “Disapproved
      Exceptions.”
All
      matters set forth in the Title Commitment or Survey which are not Disapproved
      Exceptions are referred to herein as “Permitted
      Exceptions.”
      Seller, at its sole cost and expense, may elect to cure (to Buyer’s
      satisfaction, in its sole discretion) or caused to be removed from the Title
      Commitment all Disapproved Exceptions on or before the Closing Date. If Seller
      does not cause all Disapproved Exceptions to be removed or cured (to Buyer’s
      satisfaction, in its sole discretion) from the Title Commitment on or before
      the
      Closing Date, Buyer may elect, in its sole discretion, to either (i) purchase
      the Property without a reduction in the Purchase Price, or (ii) terminate this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) In
      addition Buyer’s right to notify Seller of any Disapproved Exceptions (as
      described in subsection 5(a), above), Buyer shall have the right, at any time
      prior to the Closing Date, to deliver written notice to Seller objecting to
      any
      other material adverse matters regarding the Property, including
      without limitation regarding the physical condition, legal or zoning condition,
      location or sales volume of the Property. If
      Seller
      does not cause all such matters to be cured (to Buyer’s satisfaction, in its
      reasonable discretion) on or before the Closing Date for the Property,
then
      Buyer may elect, in its sole discretion, to either (i)
      purchase the Property without a reduction in the Purchase Price; or (ii)
      terminate this Agreement.

     

    6. Representations,
      Warranties and Additional Covenants.

     

    (a) Seller’s
      Representations and Warranties.
      Seller
      hereby represents and warrants to Buyer that as of the date of this Agreement
      and as of the Closing:

     

    (i) Qualification
      and Authority.
      Shells
      of
      New Smyrna Beach, Inc., is a Florida corporation duly
      organized, validly existing and in good standing under the laws of the state
      of
      Florida. Seller has the right, power, and authority to execute, deliver, and
      perform this Agreement. This Agreement, when executed and delivered by Seller
      and Buyer, shall constitute the valid and binding agreement of Seller, and
      shall
      be enforceable against Seller in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting the enforcement of
      creditors’ rights generally and by general equitable principles. All requisite
      authorizations, consents, resolutions and actions on the part of Seller have
      been obtained, adopted or taken, as applicable, by Seller (and its affiliates
      as
      and if required) in connection with making and entering into this Agreement
      and
      the consummation of the purchase and sale provided for herein, and no consents
      or approvals are required from any party which is not a party to this Agreement
      in order to consummate such purchase and sale. Neither this Agreement nor the
      consummation of any of the transactions contemplated hereby violates or shall
      violate any provision of any agreement or document to which Seller is a party
      or
      to which Seller is bound.

     

    (ii) Bankruptcy.
      Neither
      Seller nor any entity or person
      in
      Control of, having Control over, or under common Control with
      Seller,
      regardless of the number of tiers of ownership, is bankrupt under the Federal
      Bankruptcy Code, or has filed for protection or relief under any
      applicable
      bankruptcy
      or
      creditor protection statute or has been threatened by creditors with an
      involuntary application of any applicable bankruptcy or creditor protection
      statute. Seller
      is not
      entering into the transactions described in
      this
      Agreement
      with an
      intent to defraud any creditor or to prefer the rights of one creditor over
      any
      other. Seller and Buyer have negotiated this Agreement at arms-length and the
      consideration to be paid represents the fair market value for the assets to
      be
      transferred. As used in this Agreement, “Control”
means
      ownership of voting securities sufficient to elect a majority of the board
      of
      directors of a corporation, or analogous ownership interests of non-corporate
      entities. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii) Parking
      Area Lease.
      The
      Parking Area Lease is in full force and effect, no rent or additional rent
      has
      been prepaid under the Parking Area Lease; there are no defaults under the
      Parking Area Lease, nor has any act or omission occurred that would be a default
      but for the giving of notice and/or the passage of time; the current term of
      the
      Parking Area Lease commenced on October 1, 1978 and is scheduled to expire
      on
      September 30, 2028; the Real Property is free of any right of possession or
      claim of right of possession of any party other than Seller pursuant to the
      Parking Area Lease, and to Seller’s knowledge there are no leases or occupancy
      agreements currently affecting any portion of any of the Real Property other
      than the Parking Area Lease. 

     

    (iv) Compliance
      With Laws; Zoning.
      Except
      as set forth in Schedule 6(a)(iv), to Seller’s knowledge, without inquiry, (A)
the
      Property is in material compliance with all applicable zoning, subdivision
      and
      land use laws, regulations and ordinances, all applicable health, fire, and
      building codes, and all other laws applicable to the Property, including without
      limitation the Americans with Disabilities Act (but excluding Environmental
      Laws, which are discussed below); (B) there are no illegal activities relating
      to controlled substances on the Real Property, (C) all required permits,
      licenses and certificates for the lawful use and operation of the Property,
      including, but not limited to, certificates of occupancy, or the equivalent,
      have been obtained and are current and in full force and effect; (D) in the
      event that all or any part of the Improvements located on the Real Property
      are
      destroyed or damaged, said Improvements can be legally reconstructed to their
      condition prior to such damage or destruction, and thereafter exist for the
      same
      use without violating any zoning or other ordinances applicable thereto and
      without the necessity of obtaining any variances or special permits, other
      than
      customary demolition, building and other construction related permits; (E)
      the
      Real Property, together with the Parking Area Lease, contains enough permanent
      parking spaces (both regular spaces and handicap spaces) to satisfy all
      requirements imposed by applicable laws with respect to parking; (F) no legal
      proceedings are pending or, to the best knowledge of Seller, threatened with
      respect to the zoning of the Real Property; and (G) neither the zoning nor
      any
      other right to construct, use or operate the Real Property is in any way
      dependent upon or related to any real estate other than such Real
      Property.

     

    (v) Property
      Condition; Defects.
      Except
      as set forth in Schedule 6(a)(v), to Seller’s knowledge, without
      inquiry,
      (A)
      there is no latent or patent structural or other material defect or deficiency
      in the Property; (B) city water supply, storm and sanitary sewers, and
      electrical, gas and telephone facilities are available to the Real Property
      within the boundary lines of such Real Property, are sufficient to meet the
      reasonable needs of the Real Property as presently contemplated to be used,
      and
      no other utility facilities are necessary to meet the reasonable needs of the
      Real Property as presently contemplated; (C) no part of the Real Property is
      within a flood plain and none of the Improvements create encroachment over,
      across or upon the Real Property’s boundary lines, rights of way or easements,
      and no building or other improvements on adjoining land create such an
      encroachment; (D) access to the Real Property for the current and contemplated
      uses thereof is provided by means of dedicated, all weather public roads and
      streets which are physically and legally open for use by the public, or by
      private easements which are insured parcels under the applicable Title
      Commitment or Title Policy; and (E) any liquid or solid waste disposal, septic
      or sewer system located at the Real Property is in good and safe condition
      and
      repair and in compliance with all applicable law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (vi) Taxes.
      All
      federal, state and local tax returns and reports of Seller required to be filed
      have been timely filed, and all taxes, assessments, fees and other governmental
      charges (including any payments in lieu of taxes) upon Seller and upon its
      properties, assets, income and franchises which are due and payable have been
      paid when due and payable, except for those taxes which are being contested
      in
      good faith by appropriate proceedings and for which adequate reserves have
      been
      established. There
      is
      not presently pending (and to the best of Seller’s knowledge, there is not
      contemplated) any special assessment against the Property or any part thereof.
      No tax liens have been filed and to the best knowledge of Seller, no claims
      are
      being asserted with respect to any such taxes. The charges, accruals and
      reserves on the books of Seller in respect of any taxes or other governmental
      charges are in accordance with generally accepted accounting principles,
      consistently applied.

     

    (vii) Contractual
      Obligations.
      To
      Seller’s knowledge, Seller is not in default in the performance, observance or
      fulfillment of any of the material obligations, covenants or conditions
      contained in any material contractual obligation of Seller beyond any applicable
      notice and cure period, and no condition exists that, with the giving of notice
      or the lapse of time or both, would constitute such a default.

     

    (viii) Disclosure.
      No
      financial statements or any other document, certificate or written statement
      furnished to Buyer by Seller and, to the best knowledge of Seller, no document
      or statement furnished by any third party on behalf of Seller, for use in
      connection with this Agreement or the transactions contemplated herein contains
      any untrue representation, warranty or statement of a material fact, and none
      omits or will omit to state a material fact necessary in order to make the
      statements contained herein or therein not misleading. There is no material
      fact
      known to Seller that has had or will have a Material Adverse Effect and that
      has
      not been disclosed in writing to Buyer and Seller. As used herein, “Material
      Adverse Effect” means (A) a material adverse effect upon the business,
      operations, properties, assets or condition (financial or otherwise) of Seller
      with respect to such party taken as a whole, or (B) the material impairment
      of
      the ability of Seller to perform its material obligations under any of the
      Transaction Documents (as defined in Section 7, below) or (C) the material
      impairment of Buyer’s rights or remedies under any of the Transaction Documents.
      In determining whether any individual event would result in a Material Adverse
      Effect, notwithstanding that such event does not of itself have such effect,
      a
      Material Adverse Effect shall be deemed to have occurred if the cumulative
      effect of such event and all other then occurring events and existing conditions
      would result in a Material Adverse Effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ix) Suits,
      Judgments and Liens.
      Except
      as expressly set forth on Schedule
      6(a)(ix),
      (A)
      there are no lawsuits,
      claims, suits, or
      legal,
      administrative or other proceedings
      or investigations pending or, to the best of Seller’s knowledge, after due and
      diligent inquiry, threatened
      against or affecting
      Seller or the Property (including, without limitation eminent domain or
      condemnation proceedings), nor to the best of Seller’s knowledge after due and
      diligent inquiry, is there any
      basis
      for
      any of the same, and there are no lawsuits, suits or
      legal,
      administrative or other
      proceedings pending in which Seller is the plaintiff or claimant and which
      relate to the Property;
      and (B)
      there is no action, suit or
      legal,
      administrative or other proceeding
      pending or, to the
      best
      of Seller’s knowledge, after due and diligent inquiry, threatened which
      questions the legality or propriety of the transactions contemplated
      by the
      Transaction Documents.

     

    (x) Environmental
      Laws; Hazardous Materials.
      Except
      as set forth in Schedule 6(a)(x), to Seller’s knowledge, without inquiry, (A)
      the Property is not in violation or is currently under investigation
      for any
      violation, of any Environmental Laws; (B) the Property has not been subject
      to
      an unlawful deposit or a deposit that required investigation or remediation
      beyond immediate remediation of de minimis spills of any Hazardous Materials;
      (C) except in compliance with Environmental Laws, neither Seller nor any third
      party has used, generated, manufactured, stored or disposed in, at, on, under
      or
      about the Property or transported to or from the Property any Hazardous
      Materials; (D) there has been no release, discharge or migration of any
      Hazardous Materials from, into, on, under or about the Property in violation
      of
      Environmental Laws; (E) there is no fact, condition or circumstance governed
      by
      Environmental Laws that would materially impair, limit or restrict the use
      of
      the Property for its current intended business purpose or its intended use
      as
      described in the Lease Agreement; and (F) there is no amount of any mold at
      the
      Property that would materially impair, limit or restrict the use of any Property
      for its current intended business purpose or its intended use as described
      in
      the Lease Agreement.

     

    (b) Buyer’s
      Representations and Warranties - Qualification and Authority.
      Buyer
      hereby represents and warrants to Seller that as of the date of this Agreement
      and as of the Closing, Buyer is a Delaware limited liability company duly
      organized, validly existing and in good standing under the laws of all of the
      states where the Real Properties are located. Buyer has the right, power, and
      authority to execute, deliver, and perform this Agreement. This Agreement,
      when
      executed and delivered by Buyer and Seller, shall constitute the valid and
      binding agreement of Buyer, and shall be enforceable against Buyer in accordance
      with its terms, except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      the
      enforcement of creditors’ rights generally and by general equitable principles.
      All requisite authorizations, consents, resolutions and actions on the part
      of
      Buyer, have been obtained, adopted or taken, as applicable, by Buyer (and its
      affiliates, as and if required) in connection with making and entering into
      this
      Agreement and the consummation of the purchase and sale provided for herein,
      and
      no consents or approvals are required from any party which is not a party to
      this Agreement in order to consummate such purchase and sale. Neither this
      Agreement nor the consummation of any of the transactions contemplated hereby
      violates or shall violate any provision of any agreement or document to which
      Buyer is a party or to which Buyer is bound.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Additional
      Covenants of Seller Prior to Closing.
      Seller
      shall prior to Closing and in addition to the covenants set forth elsewhere
      in
      this Agreement:

     

    (i) Maintain
      insurance coverage for the Improvements, insuring against all risks of physical
      loss or damage, subject to standard exclusions, in an amount equal to the actual
      replacement cost of such Improvements;

     

    (ii) Not
      permit any encumbrance, charge or lien to be created upon the Property after
      the
      date of this Agreement unless such encumbrance, charge or lien has been approved
      in writing by Buyer, or caused by Buyer or its agents, or unless such monetary
      encumbrance, charge or lien will be removed by Seller prior to the
      Closing;

     

    (iii) Not
      execute or amend any lease after the date of this Agreement without the prior
      written consent of Buyer, which consent may be withheld in Buyer’s sole and
      absolute discretion;

     

    (iv) Intentionally
      omitted;

     

    (v) Maintain
      the Property in the manner in which the Property is currently maintained and
      if
      currently being renovated, complete such renovations in the ordinary course
      of
      business;

     

    (vi) Promptly
      notify Buyer in writing if any of the representations and warranties of Seller
      set forth in this Agreement are no longer materially true and
      correct;

     

    (vii) Not
      sell,
      convey, assign, transfer, encumber or otherwise dispose of the Property, and
      shall not, without the prior written consent of Buyer, make any material
      modifications or alterations to the Property after the date of this Agreement;
      

     

    (viii) Comply,
      in all material respects, and shall cause all persons using or occupying the
      Property or any part thereof to comply, in all material respects, with all
      Environmental Laws applicable to the Property, or the use or occupancy thereof,
      or any operations or activities therein or thereon;

     

    (ix) Comply,
      in all material respects, fully with all permits, licenses and approvals
      required by all applicable Environmental Laws for the use and occupancy of,
      and
      all operations and activities in, the Property, and keep all such permits,
      licenses and approvals in full force and effect until Closing; and

     

    (x) Immediately
      after receiving notice that any violation of any Environmental Laws may have
      occurred at or about the Property, deliver written notice thereof to Buyer
      with
      a reasonably detailed description of the event, occurrence or condition in
      question. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Buyer
      and
      Seller acknowledge and agree that none of the foregoing covenants shall survive
      either termination of this Agreement or Closing, nor shall the foregoing
      covenants limit any obligations of Seller under the Lease Agreement after
      Closing.


     

    7. Closing.
      As used
      herein, “Closing”
shall
      be deemed to have occurred when the
      Deed
      has been delivered by Seller to Buyer for recordation in the Official Records
      of
      the County where the Real Property is located, title to the Property is conveyed
      to Buyer, and possession of the Properties is delivered to Buyer, all in
      accordance with the terms of this Agreement. Closing
      shall occur on or before October 31, 2006 (“Closing
      Date”).
      On or
      before the Closing Date:

     

    (a) Buyer
      shall deliver or cause to be delivered to Seller through Escrow all of the
      following:

     

    (i) The
      Purchase Price in accordance with Section 2.

     

    (ii) Four
      (4)
      counterpart originals of a Lease Agreement in the form attached hereto as
Exhibit
      A (the
      “Lease
      Agreement”),
      each
      duly executed by Buyer.

     

    (iii) Four
      (4)
      counterpart originals of the Collateral Assignment of Licenses, Permits, Plans,
      Contracts and Warranties in the form attached hereto as Exhibit D (collectively,
      the “License Assignment”), each duly executed by Buyer.

     

    (iv) If
      applicable, four (4) originals of the Subordination, Non-Disturbance and
      Attornment Agreement (Lease Agreement) in the form attached hereto as
Exhibit
      F
      for the
      Lease Agreement (collectively, the “Lease
      Subordination Agreements”),
      duly
      executed by Buyer, and duly notarized.

     

    (v) Four
      counterpart originals of the Assignment and Assumption Agreement for the Parking
      Area Lease (“Assignment of Lease”) in the form attached hereto as Exhibit E,
      duly executed by Seller, Buyer and the lessor with respect to the Parking Area
      Lease;

     

    (b) Seller
      shall deliver or cause to be delivered to Buyer through Escrow all of the
      following:

     

    (i) Special
      Warranty Deed in the form of Exhibit
      H,
      or a
      substantially equivalent form complying with state-specific recording
      requirements (each, a “Deed”;
      collectively, the “Deeds”),
      conveying to Buyer the Real Property subject only to the Permitted Exceptions,
      duly executed by Seller and properly notarized and acknowledged;

     

    (ii) Four
      (4)
      originals of the Bill of Sale conveying the Personal Property to Buyer, in
      the
      form of Exhibit I,
      (the
“Bill
      of Sale”),
      each
      duly executed by Seller;

     

    (iii) Internal
      Revenue Code Section 1445 Certification in the form of Exhibit J,
      and any
      state-specific withholding certificates reasonably required by Buyer, each
      duly
      executed by Seller;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv) Four
      (4)
      counterpart originals of the Lease Agreement, duly executed by
      Seller.

     

    (v) Four
      (4)
      counterpart originals of each of the License Assignments, each duly executed
      by
      Seller.

     

    (vi) An
      ALTA
      Extended Coverage Owner’s Policy of Title Insurance and an ALTA Extended
      Coverage Lender’s Policy of Title Insurance (insuring Buyer’s lender’s mortgage)
      for the Property, in the form of the Title Commitment for such Property
      previously approved by Buyer hereunder, subject only to the Permitted Exceptions
      and in an amount equal to the purchase price of the Property, with such
      endorsements as Buyer shall reasonably require, including, but not limited
      to,
      survey, access and zoning, and without exception for creditors’ rights
      (collectively, the “Title
      Policies”).

     

    (vii) Evidence
      reasonably satisfactory to Buyer and Title Company that Buyer is fully
      authorized to have entered into this Agreement, and to consummate the
      transactions contemplated herein, including without limitation selling the
      Property to Buyer pursuant to the terms of this Agreement, and entering into
      the
      Lease Agreement.

     

    (viii) The
      amount of all fees and expenses of Buyer that Seller is obligated to pay
      pursuant to subsection 8(b), to the extent not previously paid.

     

    (ix) If
      applicable, four (4) originals of each of the Lease Subordination Agreements,
      duly executed by Seller, and duly notarized.

     

    (xi) An
      executed Estoppel Certificate in the form of Exhibit
      I
      with
      respect to the Parking Area Lease.

     

    (x) Four
      (4)
      counterpart originals of the Assignment of Lease.

     

    (c) Seller
      shall deliver to Buyer possession of the Property subject to the Lease
      Agreement.

     

    As
      used
      in this Agreement, “Transaction
      Documents”
means,
      collectively, this Agreement, the Lease Agreement, the Assignment of Lease,
      the
      License Assignment, the Deed, the Bill of Sale and the Lease Subordination
      Agreements.

     

    8. Prorations;
      Fees and Costs.
      

     

    (a) No
      proration shall be made of real estate and personal property taxes, utility
      charges and maintenance expenses with respect to the Property (the Parties
      acknowledging that Seller shall be responsible for all such charges, taxes
      and
      expenses under the Lease Agreement). Rental payments under the Lease Agreement
      shall be prorated as of the Closing Date such that Seller shall prepay a
      prorated portion of the rent applicable to the month in which the Closing
      occurs, as contemplated by the Lease Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Seller
      shall pay (i) all closing fees and expenses, including without limitation all
      escrow fees, recording costs (including, without limitation mortgage recording
      costs) and applicable deed stamp taxes, mortgage taxes, and transfer taxes
      for
      the Property (including, without limitation, all Personal Property relating
      thereto); (ii) all fees and expenses associated with the preparation of all
      Property Documents, including without limitation Title Commitment and Site
      Assessment; and (iii) all premiums for the Title Policy, all mortgagee title
      policies, and all final Surveys.

     

    9. Conditions
      to Closing.

     

    (a) Conditions
      to Buyer’s Obligations.
      The
      Closing and Buyer’s obligation to purchase the Property is subject to the
      satisfaction of the following conditions or Buyer’s written waiver of such
      conditions on or before the Closing Date. Buyer may waive in writing any or
      all
      of such conditions in its sole and absolute discretion.

     

    (i) Seller
      shall have performed all obligations to be performed by Seller prior to Closing
      under this Agreement.

     

    (ii) Seller’s
      representations and warranties set forth in subsection 6(a) of this
      Agreement shall be true and correct in all material respects as of the
      Closing.

     

    (iii) Title
      Company shall be committed to issue to Buyer, as of the Closing Date, the Title
      Policy.

     

    (iv) Intentionally
      omitted.

     

    (v) Without
      limiting anything contained in clause 9(a)(ii), no order, stay, injunction
      or
      restraining order, pending or threatened litigation, law or regulation, or
      any
      other condition shall exist that in the reasonable determination of Buyer could
      have a Material Adverse Effect.

     

    (b) Conditions
      to Seller’s Obligations.
      The
      Closing and Seller’s obligation to consummate the transactions contemplated by
      this Agreement are subject to the satisfaction of the following conditions
      or
      Seller’s written waiver of such conditions on or before the Closing Date. Seller
      may waive in writing any or all of such conditions in its sole and absolute
      discretion:

     

    (i) Buyer
      shall have performed all obligations to be performed by Buyer prior to Closing
      under this Agreement. 

     

    (ii) Buyer’s
      representations and warranties and covenants set forth in subsection 6(b) of
      this Agreement shall be true and correct in all material respects as of the
      Closing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10. Notices.
      Any
      notice provided or permitted to be given under this Agreement must be in writing
      and may be served by depositing same in the United States mail, addressed to
      the
      Party to be notified, postage prepaid and certified, with return receipt
      requested, by delivering the same in person to such Party (including express
      or
      courier service), or by delivering the same by confirmed facsimile. Notice
      given
      in accordance herewith shall be effective upon the earlier of (a) receipt at
      the
      address of the addressee, (b) the second day following deposit of same in the
      United States mail as provided for herein, regardless of whether same is
      actually received, or (c) the second attempt at delivery, as evidenced by the
      regular records of the person or entity attempting delivery, regardless of
      whether the same is actually received. For purposes of notice, the addresses
      of
      the Parties shall be as follows:

     

    
      	
            	
              If
                to Seller:   

            	
              16313
                North Dale Mabry Hwy, Ste 100

            


      	 	 	Tampa, Florida
              33618


      	 	 	Attn: Mr. Warren
              Nelson


    

     

    With
      a
      copy to:

    Fowler
      White Boggs Banker, P.A.

    501
      East
      Kennedy Boulevard, Ste 1700

    Tampa,
      Florida 33602

    Attn:
      Jeffrey C. Shannon, Esq.

     

    
      	
            	
              If
                to Buyer:   

            	
              Fortress
                Realty Management, LLC

            


    

    
      	 	 	5221 N O’Connor, Suite
              700


    

    
      	 	 	Irving Texas
              75039


    

    Attn:
      David Pettijohn

    Telephone:
      972-532-4340

    Facsimile:
      972-532-4343

    


    and
      a
      copy to:

    Richard
      Wilensky, Esq.

    3109
      Carlisle, Suite 100

    Dallas,
      Texas 75204

    Telephone:
      214-220-2130

    Facsimile:
      214-220-2131

    


    Either
      Party may change its address for notice by giving written notice thereof to
      the
      other Party in accordance with the provisions of this Section 10.

     

    11. Commissions.
      Seller
      and Buyer
      each (a)
      represent to the other Party that such representing Party has dealt with no
      broker or brokers in connection with the negotiation, execution and delivery
      of
      this Agreement or the sale of the Property contemplated herein, and (b) hereby
      indemnifies, defends, protects (with counsel selected by the other Party) and
      holds such other Party wholly free and harmless of, from and against any and
      all
      claims or demands for any and all brokerage commissions and/or finder’s fees due
      or alleged to be due as a result of any agreement or purported agreement made
      by
      such indemnifying Party.

     

    12. Assigns.
      This
      Agreement shall inure to the benefit of and be binding on the Parties hereto
      and
      their respective heirs, legal representatives, successors and assigns. This
      Agreement may not be assigned by Seller without the prior written consent of
      Buyer, which Buyer may withhold in its sole and absolute discretion. This
      Agreement may be assigned by Buyer without the consent of Seller provided that
      Buyer delivers to Seller written notice of such assignment. Notwithstanding
      the
      foregoing, upon any assignment of this Agreement by Buyer, Buyer shall not
      be
      relieved of liability for the performance of any obligation of Buyer contained
      in this Agreement unless and until Buyer’s assignee shall have assumed in
      writing all of the duties and obligations of Buyer hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13. Destruction,
      Damage or Taking Before Closing.

     

    (a) In
      the
      event of damage to or destruction of all or any portion of the Property by
      fire
      or other casualty, Seller shall promptly deliver to Buyer written notice
      thereof, which notice shall contain reasonable detail regarding such damage
      or
      destruction, including without limitation Seller’s reasonable estimate of the
      amount required to be expended to repair or restore the damaged or destroyed
      Property or portion thereof. If Seller does not cause all damaged or destroyed
      Property to be repaired or replaced (to Buyer’s satisfaction, in its sole
      discretion) on or before the Closing Date, then
      Buyer may elect, in its sole discretion, to either (i) purchase
      the Property subject to such damage or destruction without a reduction in the
      Purchase Price but with an assignment of available insurance proceeds, or;
      (ii)
      terminate this Agreement.

     

    (b) In
      the
      event of an eminent domain taking or the issuance of a notice of an eminent
      domain taking with respect to all or any portion of any Property, Seller shall
      promptly deliver to Buyer written notice thereof, which notice shall contain
      reasonable detail regarding such taking (the “Taking
      Notice”).
      Within ten (10) business days after Buyer’s receipt of the Taking Notice,
Buyer
      may
      elect, in its sole discretion, to either (i)
      purchase the Property subject to such taking without a reduction in the Purchase
      Price, but with an assignment of all condemnation awards and proceeds, or;
      (ii)
      terminate this Agreement.

     

    14. Termination;
      Remedies; Seller Indemnity.

     

    (a) Without
      limiting anything contained in subsection 8(c), if the Closing does not occur
      by
      reason of Seller’s default hereunder that is not cured within ten (10) days
      after Seller first has knowledge of such default, then Buyer shall be entitled
      to pursue its right to specifically enforce this Agreement and to record a
      notice of pendency of action against the Property.

     

    (b) Without
      limiting anything contained in subsection 8(c), if the Closing does not occur
      by
      reason of Buyer’s default hereunder that is not cured within ten (10) days after
      Buyer first has knowledge of such default,
      then
      Seller shall have the right as its sole and exclusive remedy to terminate this
      Agreement by notifying Buyer in writing thereof, in which case Buyer shall
      pay
      Seller $50,000.00
      as
      liquidated damages.

     

    (c) In
      addition to any and all other obligations of Seller under this Agreement
      (including without limitation under any indemnity or similar provision set
      forth
      herein), and except as otherwise specifically provided in this Agreement
      (including, without limitation, in subsection 14(b) hereof), Seller hereby
      fully
      and forever releases, discharges, acquits, indemnifies, protects, and agrees
      to
      defend (with counsel selected by Seller and approved by Buyer, such approval
      not
      to be unreasonably withheld) and hold Buyer, Buyer's members, partners,
      trustees, ancillary trustees, officers, directors, shareholders, beneficiaries,
      agents, employees, independent contractors and any person or entity
      in
      Control of, having Control over, or under common Control with Buyer, regardless
      of the number of tiers of ownership (collectively, “Buyer’s
      Affiliates”),
      and
      lenders to Buyer and to all Buyer’s Affiliates, wholly free and harmless of,
      from and against any and all claims, demands, actions, causes of action,
      settlements, obligations, duties, indebtedness, debts, controversies, losses,
      remedies, choses in action, liabilities, costs, penalties, fines, damages,
      injury, judgments, forfeiture, losses (including without limitation diminution
      in the value of the Properties) or expenses (including without limitation
      attorneys' fees, consultant fees, testing and investigation fees, expert fees
      and court costs), whether known or unknown, whether liquidated or unliquidated
      (collectively, “Claims”),
      arising out of this Agreement or any of the other Transaction Documents, or
      any
      of the transactions contemplated herein or therein; provided, however, that
      the
      foregoing indemnity shall not be applicable to the extent, and only to the
      extent, any such Claims are directly attributable to the gross negligence or
      willful misconduct of Buyer, as determined by a final nonappealable judgment
      by
      a court of competent jurisdiction.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    15. Disclosure.

     

    (a) Buyer
      and
      Seller shall keep information regarding terms of this Agreement confidential,
      except that each Party may disclose the terms this Agreement (i) to its,
      and
      its affiliates’, officers, directors, employees, accountants, agents, potential
      financing sources, legal counsel and such other third parties as
      reasonably necessary to effectuate the closing of the transaction contemplated
      herein, and (ii) as required by law, administrative agency or court order.
      Without limiting the foregoing, neither Party will announce or otherwise make
      public the terms of this transaction without the prior consent of the other
      Party, which consent shall not be unreasonably withheld.

     

    (b) Notwithstanding
      anything to the contrary set forth herein, except as reasonably necessary to
      comply with applicable securities laws, any of Buyer and Seller, and each
      employee, representative or other agent of such Party, may disclose to any
      and
      all persons, without limitation of any kind, the Tax Treatment and Tax Structure
      of the transactions contemplated by this Agreement (collectively, the
“Transaction”)
      and
      all materials of any kind (including opinions or other tax analyses) that are
      provided to it relating to such Tax Treatment and Tax Structure. As used in
      this
      subsection, (i) “Tax
      Treatment”
means,
      and is strictly limited to, the purported or claimed U.S. federal income tax
      treatment of the Transaction, and does not include, without limitation, any
      of
      the following, in each case to the extent not related to the purported or
      claimed U.S. federal income tax treatment of the Transaction: information
      relating to the identity of any Party to the Transaction or any of such party’s
      employees, representatives, or other agents; the existence and status of
      negotiations between the Parties; and financial, business, legal or other
      information regarding a Party (or any of its employees, representatives or
      other
      agents); and (ii) “Tax
      Structure”
means,
      and is strictly limited to, any fact that may be relevant to understanding
      the
      purported or claimed U.S. federal income tax treatment of the Transaction,
      and
      does not include, without limitation, any of the following, in each case to
      the
      extent not related to any fact that may be relevant to understanding the
      purported or claimed U.S. federal income tax treatment of the Transaction:
      information relating to the identity of any Party to the Transaction or any
      of
      such Party’s employees, representatives, or other agents; the existence and
      status of negotiations between the Parties; and financial, business, legal
      or
      other information regarding a Party (or any of its employees, representatives
      or
      other agents). The authorization of tax disclosure set forth in this subsection
      is retroactively effective to the commencement of the first discussions between
      the parties regarding the Transaction. The foregoing provisions are meant to
      be
      interpreted so as to prevent the Transaction from being treated as offered
      under
“conditions of confidentiality” within the meaning of the Internal Revenue Code
      and the Treasury Regulations thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    16. Further
      Assurances.
      Both
      Seller and Buyer shall cooperate with one another and in a timely manner execute
      any and all additional documents, papers and other assurances, and shall do
      any
      and all acts reasonably necessary to give effect to the purchase and sale
      provided for herein.

     

    17. Severability.
      If any
      provision of this Agreement is adjudicated by a court having jurisdiction over
      a
      dispute arising herefrom to be invalid or otherwise unenforceable for any
      reason, such invalidity or unenforceability shall not affect the other
      provisions hereof and such remaining provisions shall continue in force and
      effect to the full extent permitted by law.

     

    18. Applicable
      Law; Jurisdiction; Waiver of Jury Trial.
      

     

    (a) This
      Agreement shall be governed and construed in accordance with the laws of the
      State of New York without regard to conflicts of laws principles, and except
      in
      any action to specifically enforce performance of this Agreement, in which
      event
      the law of the state of the Real Property with respect to which such specific
      performance is requested shall govern.

     

    (b) SELLER
      HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
      THE COUNTY OF NEW YORK, STATE OF NEW YORK OR WITHIN THE COUNTY AND STATE IN
      WHICH ANY PROPERTIES IS LOCATED AND IRREVOCABLY AGREES THAT, SUBJECT TO BUYER’S
      ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
      AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. SELLER ACCEPTS FOR ITSELF AND
      IN
      CONNECTION WITH THE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
      JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
      CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
      IN CONNECTION WITH THIS AGREEMENT.

     

    (c) EACH
      OF
      BUYER AND SELLER, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY,
      INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL,
      WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY
      ACTION OR PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED
      UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT. SELLER
      ACKNOWLEDGES THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL INDUCEMENT
      TO
      BUYER’S ENTERING INTO THE AGREEMENT.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    19. Whole
      Agreement; Modification.
      Except
      as provided below, this Agreement is the entire agreement between Seller and
      Buyer concerning the sale of the Property and no modification hereof or
      subsequent agreement relative to the subject matter hereof shall be binding
      on
      either Party unless reduced to writing and signed by the Party to be bound.
      All
      Exhibits and Schedules attached hereto are incorporated herein by this reference
      for all purposes. 

     

    20. Survival.
      The
      provisions of Sections 4, 6 (other than subsection 6(c)), 8, 11, 12 and 14
      through 27 (inclusive), and subsection 7(b), shall survive Closing and any
      termination of this Agreement for a period of six (6) months.

     

    21. Time
      of the Essence.
      Time is
      of the essence in the performance of each and every provision of this Agreement.
      In the event that the last day for taking any action or serving notice under
      this Agreement falls on a Saturday, Sunday or legal holiday, the time period
      shall be extended until the following business day.

     

    22. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which, taken together, shall constitute one
      and
      the same instrument. A facsimile or photocopy signature on this Agreement or
      any
      notice delivered hereunder shall have the same legal effect as an original
      signature.

     

    23. Attorneys’
      Fees.
      If any
      action or proceeding is instituted to enforce or interpret any provision of
      this
      Agreement, the prevailing Party shall be entitled to recover its attorneys’ fees
      and costs from the losing Party.

     

    24. No
      Waiver.
      The
      waiver by one Party of the performance of any covenant, condition or promise,
      or
      of the time for performing any act, under this Agreement shall not invalidate
      this Agreement nor shall it be considered a waiver by such Party of any other
      covenant, condition or promise, or of the time for performing any other act
      required, under this Agreement. The exercise of any remedy for which this
      Agreement provides shall not be a waiver of any remedy provided by law, and
      the
      provisions of this Agreement for any remedy shall not exclude any other remedies
      unless they are expressly excluded.

     

    25. Date
      of Agreement.
      All
      references in this Agreement to “the date hereof” or similar references shall be
      deemed to refer to the first date set forth above.

     

    26. Transaction
      Characterization.
      The
      Parties intend that the conveyance of the Properties to Buyer be an absolute
      conveyance in effect as well as form, and the instruments to be delivered at
      Closing (including, without limitation, the Lease Agreement and the other
      Transaction Documents) are not intended to serve or operate as a mortgage,
      equitable mortgage, deed of trust, security agreement or financing or trust
      arrangement of any kind. After the execution and delivery of the Deed, Seller
      will have no legal or equitable interest or any other claim or interest in
      the
      Property other than as set forth in the Transaction Documents. Furthermore,
      the
      Parties intend for the Lease Agreement to be a true lease and not a transaction
      creating a financing lease, capital lease, equitable mortgage, mortgage, deed
      of
      trust, security interest or other financing arrangement, and the economic
      realities of the Lease Agreement are those of a true lease. Notwithstanding
      the
      existence of the Lease Agreement, neither Party shall contest the validity,
      enforceability or characterization of the sale and purchase of the Property
      by
      Buyer pursuant to this Agreement as an absolute conveyance, and both Parties
      shall support the intent expressed herein that the purchase of the Property
      by
      Buyer provides for an absolute conveyance and does not create a joint venture,
      partnership, equitable mortgage, trust, financing device or arrangement,
      security interest or the like, if and to the extent that any challenge
      occurs.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the date
      first set forth above.

     

    
      	 	 	 
	 	
              BUYER:

               

              FRI FISH, LLC

              a Delaware limited liability company

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:________________________________

              Title:_________________________________

            


    

     

    
      	 	 	 
	 	
              SELLER:

               

              
                SHELLS
                  OF NEW SMYRNA BEACH, INC., 

                a
                  Florida corporation

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:________________________________

              Title:_________________________________

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

    


    Attachments:

    

      
        	
                Schedule
                  1 -

              	 	
                The
                  Property

              
	
                Schedule
                  6(a)(iii) - 

              	 	
                Leases

              
	
                Schedule
                  6(a)(iv) -

              	 	
                Laws
                  and Zoning

              
	
                Schedule
                  6(a)(v) -

              	 	
                Property
                  Condition and Defects

              
	
                Schedule
                  6(a)(ix) -
                  

              	 	
                Suits
                  and Judgments

              
	
                Schedule
                  6(a)(x) -

              	 	
                Environmental
                  Laws; Hazardous Materials

              
	 	 	 
	
                Exhibit
                  A -

              	 	
                Form
                  of Master Lease Agreement

              
	
                Exhibit
                  B -

              	 	
                Form
                  of Survey Certification

              
	
                Exhibit
                  C - 

              	 	
                Intentionally
                  Deleted

              
	
                Exhibit
                  D -

              	 	
                Form
                  of Assignment of License

              
	
                Exhibit
                  E -

              	 	
                Form
                  of Assignment of Lease

              
	
                Exhibit
                  F -

              	 	
                Form
                  of Special Warranty Deed

              
	
                Exhibit
                  G -

              	 	
                Form
                  of Bill of Sale

              
	
                Exhibit
                  H -

              	 	
                IRC
                  Section 1445 Certification

              
	
                Exhibit
                  I -

              	 	
                Form
                  of Estoppel Certificate

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    SCHEDULE
      1

     

    THE
      PROPERTY 


    725
      E.
      3rd
      Ave.,
      New Smyrna Beach, FL 32169


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    SCHEDULE
      6(a)(iii)

     

    LEASES
      AND SUBLEASES

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

    


    SCHEDULE
      6(a)(iv)

    


    LAWS
      AND ZONING

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    SCHEDULE
      6(a)(v)

    


    PROPERTY
      CONDITION AND DEFECTS

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

    


    SCHEDULE
      6(a)(ix)

     

    SUITS
      AND JUDGMENTS

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

    


    SCHEDULE
      6(a)(x)

     

    ENVIRONMENTAL
      LAWS; HAZARDOUS MATERIALS


    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    EXHIBIT
      A

     

    FORM
      OF LEASE AGREEMENT

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    EXHIBIT
      B

     

    FORM
      OF SURVEY CERTIFICATION

    


    SURVEYOR’S
      CERTIFICATION

     

    
      	
              TO:
                

            	
              FORTRESS
                REALTY INVESTMENTS, LLC;
                and Landamerica Title Company. 

            


    

    


     

    The
      undersigned certifies: that (s)he is a duly registered land surveyor of the
      state of -________________; that this survey (the “Survey”) was made on the date
      shown below of the property (the “Property”) specifically described in
      __________________________ Title Insurance Company [Preliminary Title Report]
      [Title Commitment] No. ______________ dated ________________ (the [“Report”]
      [“Commitment”]); that the Survey was actually made upon the ground and was made
      (i) in accordance with “Minimum Standard Detail Requirements for ALTA/ACSM Land
      Title Surveys,” adopted by the ALTA, ACSM and NSPS in 1999, and includes Items
      1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 15 and 16 of Table
      A thereof, and (ii) pursuant to the Accuracy Standards in effect on the date
      of
      this certification, the Positional Uncertainties resulting from the survey
      measurements made on the Survey do not exceed the allowable Positional
      Tolerance. The undersigned also certifies that (a) the Survey and the
      information, courses and distances shown thereon are correct; (b) the Property
      description in the [Report] [Commitment], the land delineated on the Survey,
      and
      the title lines and lines of actual possession are the same; (c) the size,
      location, and type of buildings, structures, and other improvements are shown
      on
      this Survey and all are within the boundary lines of the Property; (d) all
      set
      back lines and the distance between the buildings and the Property lines are
      accurately shown thereon; (e) the zoning classification and the data shown
      in
      the Zoning Information table hereon was obtained by the undersigned from the
      source(s) indicated in the table and, except as identified hereon, there are
      no
      violations of zoning ordinances or restrictions with reference to the location
      of all improvements situated on the Property; (f) except as delineated on the
      Survey, there are no easements, encroachments, uses, restrictions, or rights
      of
      way (visible, recorded, existing and proposed, including those that may be
      shown
      on recorded maps referred to, or of which the undersigned has been made aware
      of
      or are indicated in the [Report] [Commitment]); (g) the easements shown on
      the
      Survey are clearly delineated and identified with recording information; (h)
      any
      encroachments shown on the Survey have been measured and are shown thereon;
      (i)
      the names of all adjacent property owners are shown on the Survey; (j) all
      utility services required for the operation of the Property and the buildings,
      structures, and improvements located thereon, either enter the Property through
      adjoining public streets, or this Survey shows the point of entry and location
      of any utilities which pass through or are located on adjoining private land;
      (k) this Survey shows the location and direction of all storm drainage systems;
      (l) any discharge into streams, rivers, or other conveyance system is shown
      on
      this Survey; (m) the Property does not lie within any flood hazard areas in
      accordance with the document entitled “Department of Housing and Urban
      Development, Federal Insurance Administration - Special Flood Hazard Area Maps”;
      (n) all curb cuts are shown on the Survey; (o) except as shown on this Survey,
      all roads, streets, and highways shown thereon are completed and dedicated
      and
      accepted public ways, based upon information obtained from [insert
      map/document or other source, etc.];
      and (p)
      the Property has access to a dedicated public street.

     

    
      	 	 	 	 
	 	 	 	 
	
              
                
[Name]

            	 	 	
              
                
[Date]

            
	
              Registration
                No._________________

              Within
                the state of _______________

              Date
                of Survey__________________ 

              Date
                of Last Revision_____________ 

            	 	 	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    EXHIBIT
      C

     

    INTENTIONALLY
      DELETED

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    EXHIBIT
      D

    


    FORM
      OF COLLATERAL ASSIGNMENT OF LICENSES, PERMITS, PLANS, CONTRACTS AND
      WARRANTIES

     

    THIS
      COLLATERAL ASSIGNMENT OF LICENSES, PERMITS, PLANS, CONTRACTS AND WARRANTIES
      (this “Assignment”)
      is
      made and entered into as of the ____ day of October, 2006, by SHELLS OF NEW
      SMYRNA BEACH, INC. (“Assignor”),
      in
      favor of FRI FISH, LLC (“Assignee”);


     

    WITNESSETH:

     

    WHEREAS,
      Assignor has this day conveyed to Assignee certain real property situate in
      Polk
      County, Florida, more particularly described on Exhibit
      A
      attached
      hereto and made a part hereof, together with all improvements thereon (the
      “Real
      Property”);
      and

     

    WHEREAS,
      Assignee, as landlord, has this day leased the Real Property to Assignor, as
      tenant, pursuant to a certain Land and Building Lease Agreement (the
“Lease”),
      dated
      as of the date hereof; and 

     

    WHEREAS,
      in conjunction with the conveyance and lease of the Real Property, Assignor
      has
      agreed to assign all of its right, title and interest in and to certain
      licenses, permits, plans, contracts and warranties relating to the design,
      development, construction, ownership, operation, management and use of the
      Real
      Property as collateral security for the performance by Assignor of its
      obligations as tenant under the Lease.

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, and intending to be legally bound, the parties
      agree as follows:

     

    1. Assignment
      of Licenses, Permits, Plans, Contracts and Warranties.
      Assignor
      does, to the extent permitted by law, hereby transfer, assign and set over
      to
      Assignee to the extent assignable all of Assignor’s right, title and interest in
      and to (i) all general intangibles relating to the design, development,
      construction, ownership, operation, management and use of the Real Property,
      (ii) all certificates of occupancy, zoning variances, licenses, building, use
      or
      other permits, approvals, authorizations and consents obtained from and all
      materials prepared for filing or filed with any governmental agency in
      connection with the design, development, construction, ownership, operation,
      management and use of the Real Property, (iii) all architectural drawings,
      plans, specifications, soil tests, feasibility studies, appraisals, engineering
      reports and similar materials relating to the Real Property, and (iv) all
      contract rights (including without limitation rights to indemnification),
      payment and performance bonds or warranties or guaranties relating to the Real
      Property (the items described in this 1 being hereinafter referred to as the
      “Licenses,
      Permits, Plans, Contracts and Warranties”),
      which
      assignment shall not be deemed a present assignment but shall become effective
      only upon the occurrence and during the continuation of an Event of Default
      under the Lease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Representations
      and Warranties of Assignor respecting Licenses, Permits, Plans, Contracts and
      Warranties.
      Assignor represents and warrants to Assignee that (i) the Licenses, Permits,
      Plans, Contracts and Warranties are in full force and effect, (ii) Assignor
      has
      duly and punctually performed or caused to be performed all and singular the
      terms, covenants and conditions of the Licenses, Permits, Plans, Contracts
      and
      Warranties to be performed by or on behalf of Assignor, (iii) Assignor has
      not
      received any notice of default, nor is Assignor aware of any default (or facts
      which, with the passage of time would result in a default) under any of the
      Licenses, Permits, Plans, Contracts and Warranties, (iv) Assignor has not
      received any notice of non-renewal or revocation of any of the Licenses,
      Permits, Plans, Contracts and Warranties and (v) Assignor has not sold,
      assigned, transferred, mortgaged or pledged its right, title and interest in
      any
      of the Licenses, Permits, Plans, Contracts and Warranties.

     

    3. Further
      Assurances.
      Assignor covenants with Assignee that it will execute or procure any additional
      documents necessary to establish the rights of Assignee hereunder and shall,
      at
      the cost of Assignee, take such action as Assignee shall reasonably request
      to
      enforce any rights under any of the Licenses, Permits, Plans, Contracts and
      Warranties that are, by their terms, not assignable to Assignee.

     

    4. Binding
      Effect.
      This
      Assignment shall be binding upon and inure to the benefit of Assignor, Assignee
      and their respective successors and assigns.

     

    IN
      WITNESS WHEREOF, Assignor has executed this Assignment as of the date set forth
      above.

     

    
      	 	 	 	 	 	 
	ATTEST:	 	 	SHELLS
              OF NEW
              SMYRNA BEACH, INC.
	 	 	 	 	 	 
	By:	 	 	 	By:	 
	 	
              

            	 	 	 	
              

            
	Name:	 	 	 	Name:	 
	 	
              

            	 	 	 	
              
 
	Its:	 	 	 	Its:	 
	 	
              
 	 	 	 	
              
 


    

     

    (CORPORATE
      SEAL)

     

    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    EXHIBIT
      E

     

    FORM
      OF ASSIGNMENT OF LEASE

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    EXHIBIT
      F

     

    FORM
      OF SPECIAL WARRANTY DEED

     

    _______________________________________
      (“Grantor”) for and in consideration of the sum of Ten Dollars ($10.00) cash and
      other good and valuable considerations to it in hand paid by
      _________________________ (“Grantee”), the receipt and sufficiency of which are
      hereby acknowledged and confessed, has GRANTED, BARGAINED, SOLD and CONVEYED,
      and by these presents does GRANT, BARGAIN, SELL and CONVEY unto Grantee the
      land
      described in Exhibit
      A
      attached
      hereto and made a part hereof for all purposes, together with all improvements
      thereon (“Property”), subject to all subsisting matters of record that affect
      the Property (“Permitted Exceptions”).

     

    TO
      HAVE
      AND TO HOLD the Property, together with all and singular the rights and
      appurtenances thereto in anywise belonging unto the said Grantee, its successors
      and assigns, forever, subject to the Permitted Exceptions; and Grantor does
      hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND
      all and singular the said Property, subject to the Permitted Exceptions, unto
      the said Grantee, its successors and assigns, against every person whomsoever
      lawfully claiming or to claim the same or any part thereof, by, through, or
      under Grantor, but not otherwise.

     

    EXECUTED
      as of the ______ day of ____________________, 2006.

     

      	 	 	 
	 	
              ***,
                

              a
                ***

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:_______________________________

              Title:________________________________

            


    

    
       

    

    Grantee’s
      Mailing Address:

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

     

    
      	STATE OF 	}
	 	}
	COUNTY OF 	}


    

                           

    This
      instrument was acknowledged before me on___________________,
      2006,
      by ____________________________, ____________________________
      of______________________,
      a
      ______________________________, on behalf of said
      _______________________.

     

    
      	 	 	 	 
	
            	 	 	
              
Notary
              Public, State of


    

     

    Attachments:

     

    Exhibit
      A
      - Property
      Description

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    EXHIBIT
      G

     

    FORM
      OF BILL OF SALE

     

    THAT
      SHELLS OF NEW SMYRNA BEACH, INC. (“Assignor”), for and in consideration of the
      sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration
      to Assignor in hand paid by FRI FISH, LLC (“Assignee”), the receipt and
      sufficiency of which are hereby acknowledged and confessed, has GRANTED,
      BARGAINED, SOLD, CONVEYED and DELIVERED, and by these presents does GRANT,
      BARGAIN, SELL, CONVEY and DELIVER unto the said Assignee all of Assignor’s
      interest in the
      walk-in coolers/refrigerator, HVAC equipment and hoods located at the Real
      Property
      described in Exhibit
      A
      attached
      hereto.

     

    EXECUTED
      this ___ day of September, 2006.

     

    
      	 	 	 
	 	
              ASSIGNOR:

               

              SHELLS OF NEW SMYRNA BEACH, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name:________________________________

              Title:_________________________________

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    EXHIBIT
      H

     

    IRC
      SECTION 1445 CERTIFICATION

     

    
      	
              SUBJECT
                PROPERTY:

            	
              That
                certain tract of land (“Land”), situated in Polk County, State of Florida,
                described by metes and bounds in Exhibit A
                attached hereto.

            


      	 	 


      	SELLER:	SHELLS OF NEW SMYRNA BEACH,
              INC.


      	 	 


      	PURCHASER:	FRI FISH, LLC


    

     

    To
      inform
      Purchaser that the withholding of tax is not required upon the disposition
      of a
      U. S. real property interest by Seller, the undersigned hereby certifies the
      following:

     

    1. Seller
      is
      not a foreign corporation, foreign partnership, foreign trust or foreign estate
      (as those terms are defined in the Internal Revenue Code and Income Tax
      Regulations);

     

    2. Seller’s
      U.S. employer identification number is_________________________,
      and

     

    3. Seller’s
      office address is 16313
      North Dale Mabry Hwy, Ste. 100, Tampa, Florida.

     

    Seller
      understands that this certification may be disclosed to the Internal Revenue
      Service by Purchaser and that any false statement contained herein could be
      punished by fine, imprisonment, or both.

     

    Under
      penalties of perjury, I declare that I have examined this certification and
      to
      the best of my knowledge and belief, it is true, correct and complete, and
      I
      further declare that I have authority to sign this document.

     

    [SIGNATURES
      ON FOLLOWING PAGE]

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

    


    EXECUTED
      this _______ day of September, 2006.

     

    
      	 	 	 
	 	
              SELLER:

               

              SHELLS
                OF NEW SMYRNA BEACH, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name:________________________________

              Title:_________________________________

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    EXHIBIT
      I

     

    FORM
      OF ESTOPPEL CERTIFICATE

     

    The
      undersigned,__________________,
      whose
      address is______________________________________represents
      and certifies as follows:

     

    1. The
      undersigned is (i) the current landlord (“Landlord”) under that certain lease
      (“Lease”) dated September
      25, 1978
      with
Shells
      of New Smyrna Beach, Inc.
      as
      tenant, covering the property described therein (collectively the “Demised
      Property”).

     

    2. The
      Lease
      constitutes the only agreement (either written or oral) the undersigned has
      with
      respect to the Demised Property and any right of occupancy or use
      thereof.

     

    3. The
      Lease
      is in full force and effect and has not been assigned, subleased, supplemented,
      modified or amended except as follows:

     

    First
      Amendment to Lease dated December 4, 1979;

    Lease
      Modification Agreement dated September 12, 1989;

    Assignment
      of Lessor’s Interest to National Life Insurance Co. dated July 24,
      1984;

    Assignment
      of Lessor’s Interest to Ralph and Rose Sutton dated October 30,
      1987;

    Assignment
      of Lessor’s Interest to Samuel R. Sutton and Robert Sutton, Co-Trustees, dated
      December 19, 1992;

    Assignment
      of Lessee’s Interest to Chitwood Corporation dated December 5,
      1979;

    Assignment
      of Lessee’s Interest to Southeast Bank of New Smyrna dated
      12/18/1979;

    Assignment
      of Lessee’s Interest to James Saks dated November 26, 1989; and

    Assignment
      of Lessee’s Interest to Shells of New Smyrna Beach, inc. dated May 1,
      1999.

    


    4. The
      undersigned presently owns the fee interest the Demised Property. Rent payable
      under the Lease is current and no amounts are past due or outstanding. No rent
      has been paid by Tenant in advance. No security deposit is being held by
      landlord.

     

    5. The
      annual Fixed Rent is the sum of Ten
      Dollars
      (US$10.00).

     

    6. The
      present Lease term expires on September
      30, 2028
      and
      there are no options to renew. 

     

    7. There
      are
      no defaults under the Lease by Tenant or any events which with the passage
      of
      time or giving of notice or both will result in any such default. The
      undersigned does not presently have (nor with the passage of time or giving
      of
      notice or both will have) any offset, charge, lien or claim under the
      Lease.

     

    8. The
      Tenant occupies and has accepted possession of the Demised Property covered
      by
      the Lease. All obligations of Landlord and Tenant under the Lease required
      to be
      performed to date, including any improvements to be constructed by Landlord
      (or
      its predecessors or successors) or the granting of any free rent, rent credit,
      offset, deductions, building allowance or rent reduction have been completed.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9. Landlord
      has no personal liability under the Lease (recourse against Landlord being
      limited to Landlord’s interest in the Demised Property).

     

    10. The
      undersigned is aware that third parties intend to rely upon this Certificate
      and
      the statements set forth herein and that the statements and facts set forth
      above shall be binding on the undersigned

     

    11. The
      undersigned and the persons executing this Certificate on behalf of the
      undersigned have the power and authority to execute and deliver this
      Certificate.

    
      	 	 	 
	 	“LANDLORD”
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:________________________________
                Title:_________________________________