Exhibit 10.8

                           PURCHASE AND SALE AGREEMENT

         THIS PURCHASE AND SALE  AGREEMENT  (this  "Agreement")  dated as of the
28th day of  February,  2005  (the  "Effective  Date"),  is made by and  between
INDEPENDENCE WATER GROUP, LLC, a Virginia limited liability company (hereinafter
referred  to  as  the  "Seller"),  with  offices  at  3122  Elk  Creek  Parkway,
Independence, Virginia 24348, and UNIVERSAL FOOD & BEVERAGE COMPANY OF VIRGINIA,
a Virginia corporation (hereinafter referred to as "Purchaser"),  having offices
at 3830 Commerce Drive, St. Charles, Illinois 60174.

                                    RECITALS:

         WHEREAS,  Seller desires to sell certain improved real property located
in the town of  Independence,  Grayson  County,  Virginia,  along  with  certain
related personal and intangible property, and Purchaser desires to purchase such
real, personal and intangible property from Seller; and

         WHEREAS, Seller and Purchaser, intending to be bound by this Agreement,
desire to set forth herein the terms,  conditions  and  agreements  under and by
which  Seller  shall sell and  Purchaser  shall  purchase  the  foregoing  real,
personal and intangible property.

         1.       AGREEMENT TO SELL; DEFINITION OF PROPERTY.

                  1.1  Description.  Subject to the terms and conditions of this
Agreement,  and for the consideration set forth herein,  Seller hereby agrees to
sell,  assign and convey,  and Purchaser  hereby agrees to purchase and acquire,
all of Seller's right, title and interest in and to the following (collectively,
the "Property"):

                           1.1.1 A certain parcel of land located in the town of
Independence, Grayson County, Virginia, consisting of approximately 621 acres of
land (the  "Land",  more  specifically  described  on Schedule  1.1.1,  attached
hereto),  and having a street address of 3122 Elk Creek  Parkway,  Independence,
Virginia;

                           1.1.2  All  buildings,  improvements,   fixtures  and
parking facilities located on the Land, or any portion thereof,  consisting of a
one (1)-story building (the "Building"),  together with all other  improvements,
facilities and fixtures  located on the Land (the Building and any and all other
improvements located on the Land are hereinafter referred to collectively as the
"Improvements");

                           1.1.3 All furniture, tangible and intangible personal
property,  machinery,  apparatus and equipment  currently used in the operation,
repair and maintenance of the Land and the Improvements (excluding, however, any
tangible  personal  property or fixtures which are owned by tenants or which may
be  removed  by  tenants  under the terms of their  leases),  including  without
limitation the personal  property  identified in Schedule 1.1.3 attached  hereto
(collectively, the "Personal Property");

                           1.1.4 All easements, hereditaments and appurtenances,
if any, pertaining or affecting the Land (collectively, the "Easements");

                           1.1.5 Any street or road  abutting  the Land,  to the
center line thereof, if any;

                           1.1.6    [Intentionally Omitted];

                           1.1.7  All  of  the  Assumed  Contracts  (defined  in
Section 3.5, below);


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                           1.1.8  All  warranties   and  guaranties   issued  in
connection  with the  Improvements  or the  Personal  Property,  which remain in
effect as of Closing (defined in Section 2.4, below) (the "Warranties");

                           1.1.9  All  consents,  authorizations,  variances  or
waivers,  licenses,  certificates  of occupancy,  permits and approvals from any
governmental or quasi-governmental agency, department, board, commission, bureau
or other entity or  instrumentality  with respect to the Property,  which remain
valid or in effect as of Closing (collectively, the "Approvals"); and

                           1.1.10 All  intangible  property  used in  connection
with any of the  foregoing,  all  names by which the Real  Property  is known or
identified (including the building addresses), any good will associated with any
such name(s),  websites, domain names, licenses and other rights in all building
management systems and computer software used in connection with the maintenance
or operation of the Real Property,  trademarks,  logos, trade names, copyrights,
service  marks,  business  names  and  telephone  numbers   (collectively,   the
"Intangible Property").

                  1.2  Agreement  to  Convey.   Seller  agrees  to  convey,  and
Purchaser  agrees to accept,  on the Date of Closing  (defined  in Section  2.4,
below):  (a)  good  and  marketable  title  to the  Land  and  the  Improvements
(together,  the "Real Property") by way of a Special Warranty Deed (the "Deed"),
to be executed and  delivered by Seller,  and which shall be subject only to the
Permitted Exceptions (defined in Section 3.6, below); (b) the Personal Property,
by way of a Special  Warranty  Bill of Sale,  to be executed  and  delivered  by
Seller;  and (c) all other components and items comprising the Property,  by way
of the assignment documents described in Section 9.1, below.

         2.       PURCHASE PRICE AND PAYMENT.

                  2.1 Purchase  Price.  The purchase price for the Property (the
"Purchase   Price")  is  Three  Million  Eight  Hundred  Thousand  U.S.  Dollars
($3,800,000.00), payable at Closing in immediately available funds.

                  2.2      Deposit.

                           2.2.1  Deposit.   A  deposit  of  One  Hundred  Fifty
Thousand Dollars  ($150,000.00)  has been previously made by Purchaser to Seller
(the "Deposit").  Seller acknowledges  receipt of the Deposit. The Deposit shall
be applied to partial  payment of the  Purchase  Price at Closing.  In the event
that Purchaser  terminates this Agreement in accordance with Section 3.6, below,
Seller  expressly  agrees  that the Deposit  shall be  refundable  to  Purchaser
immediately upon Purchaser's written demand therefor,  without Seller having any
right to object to, delay or impede such refund.

                           2.2.2    [Intentionally omitted].

                  2.3 Payment. At or prior to 2:00 p.m., Washington,  D.C. time,
on the Date of Closing,  and provided all  conditions  precedent to  Purchaser's
obligation to close have been  satisfied or waived,  Purchaser  shall deposit or
cause to be deposited with the Title Company sums sufficient to pay the Purchase
Price (net of all prorations,  adjustments and credits to be made hereunder). At
or prior to 5:00  p.m.,  Washington,  D.C.  time,  on the Date of  Closing,  and
provided all  conditions  precedent to  Purchaser's  obligation  to close remain
satisfied  or waived,  Purchaser  shall cause the  Purchase  Price to be paid to
Seller as follows:

                           2.3.1  Purchaser shall cause the Title Company to pay
Seller the  balance of the  Deposit  then  being held by the Title  Company,  by
federal wire transfer in immediately  available  funds to any bank account(s) as


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Seller shall designate, and the balance of the Deposit as of the Date of Closing
shall be credited against the Purchase Price.

                           2.3.2  Purchaser shall cause the Title Company to pay
Seller the remaining balance of the Purchase Price,  after crediting the amounts
set forth in Sections  2.3.1  received by Seller and subject to the  prorations,
adjustments  and  credits to be made  hereunder,  by federal  wire  transfer  in
immediately available funds to such bank account(s) as Seller may designate.

                  2.4 Closing.  Recordation of the Deed, payment of the Purchase
Price and the closing  hereunder (the  "Closing") will take place pursuant to an
escrow closing on March 1, 2005 (the "Date of Closing").  Closing shall commence
at 10:00 a.m.,  Washington,  D.C. time, on the Date of Closing at the offices of
Chicago  Title  Insurance  Company,  or at such  other  time and place as may be
agreed to in writing by Seller and  Purchaser.  Notwithstanding  the  foregoing,
Purchaser  and  Seller  shall  each have the  right,  on or prior to the Date of
Closing, to deposit into escrow with the Title Company all closing documents and
other items required to fully and completely consummate Closing pursuant to this
Agreement,  in which  event  either  party  exercising  such right  shall not be
required to attend  Closing in person,  and such failure to attend Closing shall
not constitute a default hereunder.  Purchaser and Seller shall endeavor in good
faith to compile and calculate all required  prorations and adjustments,  and to
prepare  (or  cause  the  Title  Company  to  prepare)  a  settlement  statement
acceptable  to both  Purchaser  and  Seller  detailing  all  items  and costs of
Closing, no later than five (5) business days prior to the Date of Closing.

         3.       INSPECTIONS AND APPROVALS.

                  3.1 Inspections  and Approvals.  Purchaser shall have a period
of time (the "Due  Diligence  Period"),  commencing on the Effective  Date,  and
expiring at 5:00 p.m.,  Washington,  D.C.,  on the Date of Closing,  in which to
conduct the inspections and studies described in this Section 3.

                  3.2 Access to the Property and  Indemnification  by Purchaser.
Seller  agrees  that,  during the Due  Diligence  Period,  Seller  shall  permit
Purchaser and Purchaser's agents and representatives access to the Real Property
for purposes of conducting  such physical and  environmental  inspections of the
Real  Property as Purchaser  shall deem  necessary to properly  inspect the Real
Property  in  order to  determine  the  feasibility  of the  Real  Property  for
Purchaser's  intended use thereof.  Purchaser agrees, while conducting any tests
or  inspections  pursuant to the terms of this  Section  3.2, to use  reasonable
efforts to avoid any material disruption of the business activities conducted at
the Real Property. If and to the extent that any inspection or test performed by
Purchaser  requires or results in any material  damage to or  alteration  of the
Real Property,  Purchaser shall, at its own expense, restore such portion of the
Real Property so damaged or altered;  provided,  however,  that Purchaser  shall
have no obligation to remediate, repair or restore any physical or environmental
condition   existing  or  affecting  the  Real  Property  prior  to  Purchaser's
inspection  and/or discovery  thereof.  Except as specifically set forth in this
Section 3.2,  Purchaser  shall indemnify and hold Seller harmless from any loss,
injury, liability,  damage or expense,  including reasonable attorneys' fees and
costs,  directly  caused by  Purchaser  as a result and  arising  out of (a) any
negligent act or omission of Purchaser or its agents or  representatives  during
the performance of any tests or inspections  conducted  pursuant to this Section
3.2, or (b) the failure of Purchaser to restore the Real  Property in accordance
with this Section 3.2; provided,  however,  that Purchaser shall not be required
to indemnify Seller if and to the extent that any such loss, injury,  liability,
damage or expense was caused by the  negligence  or  misconduct  of Seller,  its
employees or its agents.

                  3.3  Inspection  of  Documents.  Within two (2) business  days
after the  Effective  Date,  Seller  shall  deliver or cause to be  delivered to
Purchaser true,  correct and complete  copies of all of the following  documents
and  materials  relating to the Property  and in Seller's (or Seller's  property
manager's) possession or control (the "Property Documents"):


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                           3.3.1 Seller's most recent title insurance policy for
the Real Property;

                           3.3.2   Seller's  most  recent  survey  of  the  Real
Property;

                           3.3.3  all  engineering,   soils,  seismic,  geologic
reports,  surveys,  plans  and  specifications  for the  Real  Property  and all
operating   systems  in  the  Improvements,   and  all  architectural   reports,
engineering  reports,  life safety system reports,  reports regarding compliance
with the Americans with  Disabilities Act, and any other such reports or studies
of or relating to the Real Property;

                           3.3.4 all environmental reports, studies, permits and
all other documents  pertaining to any use,  treatment,  disposal or presence of
Hazardous  Materials  (defined in Section 5.1.25,  below) in, on, under or about
the Real Property or pertaining to any other  environmental  matter with respect
to  conditions  in, on,  under or about the Real  Property,  or  operations  and
businesses conducted thereon;

                           3.3.5    [Intentionally Omitted];

                           3.3.6 all of the  Contracts  (defined in Section 3.5,
below), together with all amendments,  modifications or supplements thereto, and
all files  maintained by Seller or its agents or  representatives  in connection
therewith,  including  without  limitation  all  correspondence  to and from the
vendors and contractors thereunder;

                           3.3.7 all management,  leasing,  listing or brokerage
agreements relating to the Property;

                           3.3.8 all Approvals  required in connection  with the
ownership,   operation  and  maintenance  of  the  Property,  including  without
limitation  certificates  of  occupancy,  together  with copies of any currently
pending applications for any renewals of existing, or for any new, Approvals;

                           3.3.9 all  Warranties  relating to and in effect with
respect  to the Real  Property,  the  Personal  Property  or any other  items or
materials comprising the Property, together with copies of any currently pending
applications for the renewal of, or claims made against, any Warranties;

                           3.3.10  all  proffers  or other  agreements  with any
governmental  authority or other third-party,  including any building owner's or
similar  associations,  which  create any  obligation  with  respect to the Real
Property and will survive Closing,  including without  limitation any obligation
to construct or maintain any improvements which are not, or will not be, located
on the Real  Property,  or which  require  the  owner  of the Real  Property  to
participate, or contribute money, in connection with any such obligation;

                           3.3.9 all books and records compiled for the Property
by or on behalf of Seller,  including  without  limitation  income  and  expense
statements,  setting forth all items of income and expense  received or incurred
in respect  to the  operation  of the  Property,  on both an annual and  monthly
basis,  for the past two (2)  calendar  years  and the  current  calendar  year,
to-date;

                           3.3.10  all  bills  and   invoices   for   utilities,
materials  and  services  provided  to or at the  Property  during the  previous
twenty-four  (24) month period,  and a list  (containing the names and addresses
and  contact  information)  of  each  of  all  utility  companies,  vendors  and
contractors providing such utilities, materials and services;


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                           3.3.11  all  bills  and  invoices  for real  property
taxes, personal property taxes and special assessments imposed or levied against
or on account of the Property for and during the previous two (2) tax years; and

                           3.3.12   all   other   documents,   instruments   and
agreements relating to the Property which are reasonably requested in writing by
Purchaser.

                  3.4      Title and Survey.

                           3.4.1 Purchaser shall, as it deems necessary,  obtain
(a) a commitment (the "Title  Commitment")  from the Title Company,  to issue an
owner's  policy of title  insurance  covering the Real  Property,  together with
copies of all  items  shown as  exceptions  to title  therein,  and (b) a survey
covering the Real  Property  (the  "Survey"),  prepared by a qualified  surveyor
selected by Purchaser and licensed in the Commonwealth of Virginia.

                           3.4.2   Purchaser   shall   have   until  5:00  p.m.,
Washington, D.C. time, on the Date of Closing in which to provide written notice
to Seller ("Title/Survey  Notice") of any matters affecting or relating to title
to  the   Property,   including   those   disclosed  by  the  Title   Commitment
(collectively,  the "Title Objections"),  or shown on the Survey  (collectively,
the "Survey Objections"),  which are not satisfactory to Purchaser. In the event
that Purchaser provides Seller with a Title/Survey Notice, Seller shall take all
requisite  actions  necessary to cure to the satisfaction of Purchaser the Title
Objections  and/or Survey Objections  identified in the Title/Survey  Notice. In
the event that, having used its best efforts to cure the Title Objections and/or
Survey  Objections,  Seller is unable to do so by 5:00  p.m.,  Washington,  D.C.
time,  on the Date of  Closing,  Purchaser  shall have ten (10) days in which to
elect,  in its sole and absolute  discretion  to: (a) either  extend the Date of
Closing in order to allow Seller additional time (determined by Purchaser in its
sole  discretion) in which to effect such cure, in which event the term "Date of
Closing" as used herein shall mean the date to which Closing is so extended;  or
(b) terminate  this  Agreement  and demand and receive the Deposit,  without any
right by Seller to object or delay such  refund,  in which event  neither  party
shall thereafter have any further rights, obligations or liability hereunder; or
(c) waive such Title  Objection(s)  and/or  Survey  Objection(s)  and proceed to
Closing with such matter or matters  added to, and made a part of, the Permitted
Exceptions.  Notwithstanding the foregoing, Seller agrees at or prior to Closing
to  satisfy  and  cause to be  released  of  record  the  following  ("Must-Cure
Objections"): (i) any mortgage, deed of trust or other security interest granted
by Seller  to secure a loan or other  monetary  obligation,  including,  without
limitation,  that certain Deed of Trust from Seller in favor of Grayson National
Bank dated December 1, 2003 in the original  principal  amount of  $2,545,000.00
and recorded  January 5, 2004 in Deed Book 418, Page 87 in the Clerk's Office of
the Circuit Court of Grayson County, Virginia (the "Mortgage"),  (ii) Assignment
of Rents and Leases  recorded in Deed Book 418,  Page 123,  (iii) any  Financing
Statements,  mechanic's,  materialmen's,  tax,  judgment  or other lien  entered
against Seller that would survive Closing and thereafter be enforceable  against
the Property or Purchaser, as owner of the Property, and (iv) that all sanctions
fees, judgments and costs imposed by the Circuit Court of Grayson County in Case
No.  077CL0400006  be evidenced  in the Court  records as being  satisfied,  and
Seller expressly  agrees that its failure to cure any Must-Cure  Objection at or
prior to Closing shall constitute a material default by Seller hereunder.

                  3.5      Permitted  Exceptions.  Purchaser  shall accept title
to the  Property,  subject  only to the  following  exceptions  (the  "Permitted
Exceptions"):

                           3.5.1  Those  matters  affecting  or  relating to the
title to, or the survey of, the  Property:  (a) to the extent shown in the Title
Commitment  or on the  Survey,  and which were not  included  in a  Title/Survey
Notice given by Purchaser prior to the Date of Closing;  (b) which were included


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in a  Title/Survey  Notice,  but for which (i)  Seller  has  completed  the cure
thereof;  or (ii)  Purchaser  has, at  Purchaser's  sole option  waived the cure
thereof; or (c) which Purchaser has otherwise approved in writing;

                           3.5.2    All of the Assumed Contracts; and

                           3.5.3 The lien of  non-delinquent  real and  personal
property taxes and assessments.

                  3.6 Purchaser's  Right to Terminate.  Purchaser shall have the
right,  at any time  before 5:00 p.m.,  Washington,  D.C.  time,  on the Date of
Closing and in its sole and absolute discretion, to terminate this Agreement for
any or no  reason  whatsoever.  In the event  that  Purchaser  fails to  deliver
written  notice to  Seller  of  Purchaser's  waiver  of the  foregoing  right of
termination,  Purchaser  shall be  deemed  to have  elected  to  terminate  this
Agreement  pursuant to this  Section  3.6,  in which event the Deposit  shall be
immediately  returned to Purchaser  upon demand  therefor,  without any right in
Seller to object  to,  delay or impede  such  refund  and  neither  party  shall
thereafter have any further rights, obligations or liability hereunder.

         4. SELLER'S OBLIGATIONS PRIOR TO CLOSING. Until Closing,  Seller and/or
Seller's agents or representatives shall:

                  4.1  Insurance.  Keep  the  Property  insured,  in  an  amount
sufficient to satisfy any co-insurance requirement or stipulation,  against fire
and other hazards covered by extended  coverage  endorsement  and  comprehensive
public liability insurance against claims for bodily injury,  death and property
damage occurring in, on or about the Property subject to the requirements of the
Management Agreement as identified in the Asset Purchase Agreement to which this
Agreement is attached as a Related Agreement.

                  4.2  Notices.  Provide  to  Purchaser,  immediately  upon  the
receipt  thereof,  any and all notices in any manner  relating  to the  Property
received by Seller or its agents or  representatives  from any  governmental  or
quasi-governmental  instrumentality,  insurance  company,  vendor or other party
under any of the Contracts, or from any other entity or party.

                  4.3 Compliance with Law. Take all actions  necessary to ensure
that the Property is in compliance with all applicable  laws (including  without
limitation, the Environmental Laws), orders, rules and regulations applicable to
the  Property and the  operation  and  maintenance  thereof,  including  without
limitation  making  timely  application  for any and all permits,  certificates,
licenses or other  Approvals,  or any  renewals of any of the same,  required to
legally own, operate, occupy and maintain the Property.

                  4.4 Compliance with Agreements.  Take all actions necessary to
comply with all of the Contracts,  Warranties,  Approvals, Easements, mortgages,
deeds  of  trust,  security  agreements  and all  other  agreements,  covenants,
encumbrances  and  obligations  affecting  or relating to the  Property  and the
ownership,  operation  and  maintenance  thereof.  Seller  shall pay all utility
bills,  tax bills and other invoices and expenses  relating to the Property,  as
and when the same become due.

                  4.5 New Contracts.  Not,  without the prior written consent of
Purchaser,   enter  into  any  new  Contract   affecting  the  Property  or  the
maintenance,  repair or  operation  thereof.  In the event  that  Purchaser  (a)
approves in writing any such new Contract,  and (b) as a part of such  approval,
expressly agrees to assume such new Contract at Closing, such new Contract shall
constitute  an  Assumed  Contract  as such  term  is  defined  and  used in this
Agreement.


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                  4.6  Leases.   Not,  without  the  prior  written  consent  of
Purchaser:  (a) execute any leases  affecting the Property,  or any part thereof
(the "Leases"); or (b) approve any sublease.

                  4.7  Removal of  Personal  Property.  Not,  without  the prior
written consent of Purchaser, remove any article of Personal Property, except as
may be necessary  for repairs or the  discarding  of worn out or useless  items;
provided,  however, that any such Personal Property so removed shall be promptly
returned  to the  Property  upon its  repair  and/or  replaced  by new  Personal
Property of similar quality and utility prior to Closing.

                  4.8      [Intentionally Omitted.]

                  4.9 Marketing of the Property.  Not, without the prior written
consent of Purchaser,  solicit,  negotiate, or accept offers for the purchase of
the Property from any other party.

                  4.10  Confidentiality.  Not, without the prior written consent
of Purchaser,  disclose or provide a copy of this Agreement, or any part hereof,
or any  of the  agreements,  covenants  or  transactions  contained  herein,  or
delivered in connection herewith, to any third-party.

         5.       REPRESENTATIONS AND WARRANTIES.

                  5.1 By Seller. Seller represents and warrants to Purchaser, as
of the Effective Date, that:

                           5.1.1 Title. Seller owns a fee simple interest in the
Property.

                           5.1.2  Organization.  Seller is a  limited  liability
company duly  organized and validly  existing under and by virtue of the laws of
the Commonwealth of Virginia. Seller has the power, right and authority to enter
into and perform all of the obligations  required of Seller under this Agreement
and the  instruments  and documents  referenced  herein,  and to consummate  the
transaction contemplated hereby.

                           5.1.3.   Requisite  Action.   Seller  has  taken  all
requisite action and obtained all requisite  consents,  releases and permissions
in  connection  with  entering  into  this  Agreement  and the  instruments  and
documents   referenced  herein  or  required  under  any  covenant,   agreement,
encumbrance,  law  or  regulation  with  respect  to  the  obligations  required
hereunder,  and no consent of any other party is required for the performance by
Seller of its obligations hereunder.

                           5.1.4.  Authorization.  This  Agreement  is,  and all
agreements,  instruments  and  documents to be executed and  delivered by Seller
pursuant to this Agreement shall be, duly authorized,  executed and delivered by
Seller.  This Agreement is, and all agreements,  instruments and documents to be
executed and  delivered by Seller  pursuant to this  Agreement are and shall be,
valid and legally  binding upon Seller and  enforceable in accordance with their
respective terms.

                           5.1.5 No  Violation  of  Agreements.  The  execution,
delivery and performance of this Agreement does not, and the consummation of the
transactions contemplated hereby will not, violate any provision of the Articles
of  Incorporation,  Bylaws,  operating  agreement or  partnership  agreement (as
applicable)  of Seller,  or any provision of any agreement,  instrument,  order,
judgment  or decree to which  either  Seller is a party or by which it or any of
its assets is bound.

                           5.1.6 Access. All means of access to the Property (i)
are  permanent  and no  special  access  or other  permits  from the  applicable
governmental  authorities  are  required to operate and  maintain  such means of
access,  and (ii) are obtained from public  highways,  streets,  or other public


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ways or space without the need for  easements,  rights-of-way,  or licenses,  or
across lands or premises not included within the Property.

                           5.1.7  Bankruptcy.  Neither  Seller  nor  any  of its
members (i) is in receivership  or dissolution,  (ii) has made an assignment for
the benefit of creditors  or admitted in writing its  inability to pay its debts
as they mature,  or (iii) has been adjudicated a bankrupt or filed a petition in
voluntary  bankruptcy  or a  petition  or answer  seeking  reorganization  or an
arrangement with creditors under the Federal bankruptcy law or any other similar
law or statute of the United States or any jurisdiction and no such petition has
been filed against Seller or any of its general  partner(s),  if any, and to the
best of Seller's knowledge, none of the foregoing are pending or threatened.

                           5.1.8  Liens.  No  lien,  other  than a lien for real
estate  taxes  not  yet due and  payable,  encumbers  or  affects  title  to the
Property. There is no claim, action, litigation, arbitration or other proceeding
pending or, to the best of Seller's  knowledge,  threatened against Seller which
relates to the Property or the transactions  contemplated  hereby or which could
result in the  imposition  of a lien against the  Property or an action  against
Purchaser. If Seller receives notice of any such claim, litigation or proceeding
prior to the Closing,  Seller  shall  promptly  notify  Purchaser of the same in
writing.

                           5.1.9  Binding  Commitments.  Seller has not made and
will not make any commitments or representations to the applicable  governmental
authorities,   any  adjoining  or  surrounding   property   owners,   any  civic
association, any utility, or any other person or entity that would in any manner
be binding upon Purchaser or the Property. To the best of Seller's knowledge, no
such   commitments   or   representations   were   made   by  any  of   Seller's
predecessors-in-interest.

                           5.1.10   Latent Defects.  [Intentionally Omitted.]

                           5.1.11   Pending   Actions.   There  is  no   action,
proceeding (zoning,  environmental or otherwise),  governmental investigation or
litigation pending or, to the best of Seller's knowledge, threatened against the
Property  or  Seller,   which  could,  in  any  manner,   adversely  affect  the
transactions  contemplated  in this  Agreement or adversely  affect the Property
after Closing,  nor, to the best of Seller's  knowledge,  is there any basis for
any such action, proceeding, investigation or litigation.

                           5.1.12 Condemnation.  There are no existing, pending,
or, to the best of Seller's knowledge,  threatened condemnation,  incorporation,
annexation  or  moratorium  proceedings  affecting  the Property (or any portion
thereof).

                           5.1.13 Notice of  Violation.  Seller has not received
any written  notices from the local Board of Fire  Underwriters  or any federal,
state,  county or municipal agency or authority claiming a material violation or
breach of any laws, ordinances,  orders, regulations or guidelines affecting the
Property, which breach or violation has not been cured by Seller.

                           5.1.14 Insurance. Seller has not received any written
notices from any  insurance  company  claiming any violation of the terms of any
insurance  policy,  or requiring any changes or alterations to the Property as a
condition to continuing coverage under any insurance policy or denying insurance
coverage for any reason.

                           5.1.15  Construction of Improvements.  Seller has not
received any written notices from any governmental  officials to the effect that
the Property was not  constructed,  or is not now, in conformity  with the plans
and specifications  therefor or with any applicable code, law, ordinance,  order
or regulation, including without limitation the Americans with Disabilities Act,
and all amendments thereto, or regulations promulgated thereunder.

                                       8
<PAGE>

                           5.1.16  Building  Systems.  To the  best of  Seller's
knowledge:  (a) all  systems  within the  building(s)  located on the  Property,
including without  limitation the HVAC system, the security system, the plumbing
system,  the electrical system, and the fire and life safety system, are in good
working  order  relative  to their age and prior  use;  (b) the  roof(s)  of the
building(s)  are in good  condition,  watertight and free of leaks;  and (c) all
permits,  licenses  and other  Approvals  required  to occupy  and  operate  the
building(s),   including  without  limitation  any  certificates  of  occupancy,
elevator  permits,  boiler permits and other  Approvals have been issued and are
currently in full force and effect.

                           5.1.17  Leases.  With  respect to the  Property:  (a)
there are no leases, subleases, licenses or other rental or occupancy agreements
(oral or written) with respect to or affecting the Property.

                           5.1.18 Payment of Taxes and Utilities.  Seller is not
delinquent in the payment of any tax (real estate or otherwise)  bills,  utility
bills or bills or  invoices  actually  received  from any  vendor or  contractor
providing  goods or services to the  Property,  or otherwise  arising out of the
ownership, operation and/or maintenance of the Property.

                           5.1.19  Payment  for  Work.  Prior  to  the  Date  of
Closing,  Seller has contracted for no work, or labor or materials supplied,  at
or on  the  Property,  or in  connection  with  the  construction,  maintenance,
rehabilitation  or  alteration of the Property or any of the  Improvements,  for
which payment has not been paid in full,  and no  contractor,  subcontractor  or
other party has any claim for payment of any of the same or the right to place a
lien against the Property therefor.

                           5.1.20  Deed  Restrictions.  To the best of  Seller's
knowledge, the Property and the current use, occupation and condition thereof do
not violate any applicable deed restrictions or other covenants, restrictions or
agreements,  including without limitation any of the Permitted Exceptions,  site
plan approvals, or urban redevelopment plans applicable to the Property.

                           5.1.21   [Intentionally Omitted];

                           5.1.22   [Intentionally Omitted].

                           5.1.23 Contracts.  Except for the Contracts listed on
Schedule 3.5, Seller has not entered into any commitments,  contracts, licenses,
options or other  agreements of any kind  affecting or relating to the Property.
Seller has heretofore delivered to Purchaser true and complete copies of each of
the Contracts,  including all amendments and modifications  thereto. Each of the
Contracts  is  presently  in full force and effect,  and no party  thereto is in
default  beyond any  applicable  cure periods.  All Contracts are assignable and
cancelable by Seller upon thirty (30) days prior notice.

                           5.1.24  True  and  Complete  Copies.  To the  best of
Seller's  knowledge,  (a)  unless  expressly  stated  otherwise,  all  documents
delivered by Seller or its agents to the Purchaser  pursuant to or in connection
with this Agreement are true, complete and correct copies or originals;  and (b)
none of the information contained therein is materially inaccurate.

                           5.1.25   Hazardous   Materials.   The   Schedule   of
Environmental Reports attached hereto as Schedule 5.1.25 is a true, accurate and
complete  list  of  all  studies,   reports,  surveys  and  assessments  of  the
environmental  condition  of  or  affecting  the  Property  (the  "Environmental
Reports")  in the  possession  or  control  of  Seller  or  any  of its  agents,
consultants or  representatives.  Seller has  heretofore  delivered to Purchaser
true and complete  copies of each of the  Environmental  Reports,  including all
amendments  and  modifications  thereto.  Seller  has not,  and,  to the best of
Seller's  knowledge,   no  other  person  or  entity  has,  generated,   stored,
manufactured, processed, treated, spilled, released or disposed of any Hazardous
Materials on the Property,  or  transported  Hazardous  Materials to or from the


                                       9
<PAGE>

Property.  There have been no, and there are no (i)  aboveground  or underground
storage  tanks;  (ii)  polychlorinated   biphenyls  ("PCBs")  or  PCB-containing
equipment;  (iii) asbestos containing materials;  (iv) lead based paints; or (v)
dry-cleaning  facilities  in, on,  under,  or about the Property (or any portion
thereof).  Seller has not  received any notice from any  governmental  authority
inquiring  about,  seeking to  investigate,  or claiming the  existence  of, any
Hazardous  Materials on, under or about the Property.  As of the date hereof, to
the best of Seller's knowledge,  Seller has made all filings of an environmental
nature  required  for  this  transaction  with  all  federal,  state  and  local
regulatory  agencies.  The term "Hazardous  Materials" as used herein shall mean
any product,  substance,  chemical,  material or waste whose  presence,  nature,
quantity and/or intensity of existence, use, manufacture, processing, treatment,
storage, disposal, transportation, spill, release or effect, either by itself or
in  combination  with other  materials on or expected to be on the Property,  is
either (a)  potentially  injurious to public  health,  safety,  welfare,  or the
environment,  or to the  Property;  (b)  regulated,  monitored,  or  subject  to
reporting by any governmental  authority; or (c) a basis for potential liability
to any governmental  agency or a third party under any applicable  Environmental
Laws. Without limiting the foregoing,  the term "Hazardous  Materials" includes,
but is not limited to, hydrocarbons,  petroleum,  gasoline,  asbestos containing
materials,   crude  oil  or  any  products  or  byproducts  thereof.   The  term
"Environmental  Laws" as used  herein  shall mean all  federal,  state and local
laws,  ordinances,  rules,  regulations,  codes or  orders,  including,  without
limitation,  any  requirement  imposed under any permits,  licenses,  judgments,
decrees,   agreements  or  recorded  covenants,   conditions,   restrictions  or
easements,  the purpose of which is to protect the  environment,  human  health,
public safety or welfare, or which pertain to Hazardous Materials.

                           5.1.26  FIRPTA.  Seller is not a "foreign  person" as
that term is used in Section  1445(f)(3) of the United States  Internal  Revenue
Code of 1986, as amended.

                           5.1.27  (a)  Neither  Seller nor any of its owners or
affiliates,  currently is or, as of the Date of Closing, will be in violation of
any  laws  relating  to  terrorism  or  money  laundering   (collectively,   the
"Anti-Terrorism  Laws"),  including without limitation Executive Order No. 13224
on Terrorist  Financing,  effective  September 24, 2001, and  regulations of the
U.S.  Treasury  Department's  Office of Foreign Assets Control (OFAC) related to
Specially  Designated  Nationals and Blocked Persons ("SDN") (OFAC Regulations),
and/or the Uniting and  Strengthening  America by  Providing  Appropriate  Tools
Required to  Intercept  and Obstruct  Terrorism  Act of 2001 (Public Law 107-56)
(the "USA Patriot Act");

                                    (b) Neither  Seller nor any of its owners or
affiliates,  investors, officers, directors,  employees, vendors, subcontractors
or agents is a "Prohibited Person," which is defined as follows: (1) a person or
entity owned or controlled by,  affiliated  with, or acting for or on behalf of,
any  person or entity  that is  identified  as an SDN on the  then-most  current
list      published      by      OFAC     at     its      official      website,
http://www.treas.gov/offices/eotffc/ofac/sdn/t11sdn.pdf,  or at any  replacement
website or other replacement official publication of such list; and (2) a person
or entity who is identified as or affiliated with a person or entity  designated
as a terrorist,  or associated  with terrorism or money  laundering  pursuant to
regulations promulgated in connection with the USA Patriot Act;

                                    (c)  Seller has taken  appropriate  steps to
understand  its  legal  obligations  under  the  Anti-Terrorism   Laws  and  has
implemented  appropriate procedures to assure its continued compliance with such
laws; and

                                    (d)   Seller   hereby   agrees  to   defend,
indemnify, and hold harmless Purchaser, and its officers,  directors, agents and
employees,  from  and  against  any  and all  claims,  damages,  losses,  risks,
liabilities and expenses  (including  attorneys' fees and costs) arising from or
related  to  any  breach  of  the  foregoing  representations,   warranties  and
covenants.  The representations,  warranties and agreements set forth in Section
5.1.27 shall survive the Date of Closing indefinitely  notwithstanding  anything
contained in this Agreement to the contrary.


                                       10
<PAGE>

                  5.2 By Purchaser.  Purchaser represents and warrants to Seller
as of the Effective Date that:

                           5.2.1   Organization.   Purchaser  is  a  corporation
validly  existing  and  organized  under  and  by  virtue  of  the  laws  of the
Commonwealth  of Virginia.  Subject to the  provisions of Section  5.16,  below,
Purchaser  has the power,  right and  authority to enter into and perform all of
the  obligations  required of Purchaser under this Agreement and the instruments
and documents referenced herein, and to consummate the transaction  contemplated
hereby.

                           5.2.2 Requisite Action.  Subject to the provisions of
Section 12.16, below,  Purchaser has taken all requisite action and obtained all
requisite  consents,  releases and  permissions in connection with entering into
this Agreement and the instruments and documents  referenced  herein or required
under any covenant,  agreement,  encumbrance,  law or regulation with respect to
the  obligations  required  hereunder,  and no  consent  of any  other  party is
required for the performance by Purchaser of its obligations hereunder.

                           5.2.3  Authorization.  This  Agreement  is,  and  all
agreements,  instruments and documents to be executed and delivered by Purchaser
pursuant to this Agreement shall be, duly authorized,  executed and delivered by
Purchaser.  This Agreement is, and all agreements,  instruments and documents to
be executed  and  delivered by Purchaser  pursuant to this  Agreement  shall be,
valid and legally  binding upon  Purchaser and  enforceable  in accordance  with
their respective terms.

                           5.2.4 No  Violation  of  Agreements.  The  execution,
delivery and performance of this Agreement does not, and the consummation of the
transactions contemplated hereby will not, violate any provision of the Articles
of  Incorporation  or Bylaws of Purchaser,  or any  provision of any  agreement,
instrument, order, judgment or decree to which either Purchaser is a party or by
which it or any of its assets is bound.

                           5.2.5   Bankruptcy.   Purchaser   (i)   is   not   in
receivership or dissolution,  (ii) has not made an assignment for the benefit of
creditors or admitted in writing its  inability to pay its debts as they mature,
or (iii) has not been  adjudicated  a bankrupt or filed a petition in  voluntary
bankruptcy or a petition or answer seeking reorganization or an arrangement with
creditors  under the Federal  bankruptcy law or any other similar law or statute
of the United  States or any  jurisdiction  and no such  petition has been filed
against  Purchaser,  and,  to the  best of  Purchaser's  knowledge,  none of the
foregoing are pending or threatened.


                           5.2.6 (a) Neither Purchaser nor any of its respective
owners or  affiliates  currently  is or, as of the Date of  Closing,  will be in
violation of any laws relating to terrorism or money  laundering  (collectively,
the  "Anti-Terrorism  Laws"),  including without limitation  Executive Order No.
13224 on Terrorist  Financing,  effective September 24, 2001, and regulations of
the U.S. Treasury  Department's  Office of Foreign Assets Control (OFAC) related
to  Specially   Designated   Nationals   and  Blocked   Persons   ("SDN")  (OFAC
Regulations),   and/or  the  Uniting  and  Strengthening  America  by  Providing
Appropriate  Tools  Required to  Intercept  and Obstruct  Terrorism  Act of 2001
(Public Law 107-56) (the "USA Patriot Act");

                                    (b) Purchaser nor its owners or  affiliates,
investors, officers, directors,  employees, vendors, subcontractors or agents is
a "Prohibited Person," which is defined as follows: (1) a person or entity owned
or controlled by,  affiliated with, or acting for or on behalf of, any person or
entity  that  is   identified   as  an  SDN  on  the   then-most   current  list
published       by       OFAC       at       its        official        website,
http://www.treas.gov/offices/eotffc/ofac/sdn/t11sdn.pdf,  or at any  replacement
website or other replacement official publication of such list; and (2) a person


                                       11
<PAGE>

or entity who is identified as or affiliated with a person or entity  designated
as a terrorist,  or associated  with terrorism or money  laundering  pursuant to
regulations promulgated in connection with the USA Patriot Act;

                                    (c) Purchaser has taken appropriate steps to
understand  its  legal  obligations  under  the  Anti-Terrorism   Laws  and  has
implemented  appropriate procedures to assure its continued compliance with such
laws; and

                                    (d)  Purchaser   hereby  agrees  to  defend,
indemnify,  and hold harmless Seller,  and its officers,  directors,  agents and
employees,  from  and  against  any  and all  claims,  damages,  losses,  risks,
liabilities and expenses  (including  attorneys' fees and costs) arising from or
related  to  any  breach  of  the  foregoing  representations,   warranties  and
covenants.  The representations,  warranties and agreements set forth in Section
5.2.6 shall survive the Date of Closing  indefinitely  notwithstanding  anything
contained in this Agreement to the contrary.

                  5.3 Broker.  Seller and Purchaser each represents to the other
that it has had no dealings,  negotiations,  or  consultations  with any broker,
representative,  employee,  agent or other  intermediary  in connection with the
sale of the  Property.  Seller and  Purchaser  agree  that each will  indemnify,
defend  and hold the  other  free and  harmless  from the  claims  of any  other
broker(s),  representative(s),  employee(s), agent(s) or other intermediary(ies)
claiming to have represented Seller or Purchaser,  respectively, or otherwise to
be entitled to  compensation  in connection with this Agreement or in connection
with the sale of the Property.  This mutual  indemnity shall survive Closing and
any termination of this Agreement.

                  5.4  Survivability.  All of the  representations of Seller and
Purchaser  made in this  Agreement  and in any  other  instrument  or  agreement
entered into in connection  herewith,  and the indemnity  obligations  of Seller
contained in Section  5.5,  below,  shall  survive  recordation  of the Deed and
Closing hereunder for a period of three (3) years.

                  5.5 Indemnity.  Seller agrees to indemnify  Purchaser and hold
Purchaser harmless and defend Purchaser from and against any and all loss, cost,
claims,  liabilities,   damages  and  expenses,  including  without  limitation,
reasonable  attorneys' fees and expenses (whether or not suit is actually filed)
arising  as the  result of a breach of any of the  representations,  warranties,
covenants,  agreements  or  obligations  of Seller set forth in this  Agreement.
Without  limiting the generality of the foregoing,  such indemnity shall include
any damages incurred with respect to the presence of any Hazardous Materials on,
in, under or about the Property,  and any engineering,  governmental  inspection
and attorneys'  fees and expenses that Purchaser may incur by reason of a breach
by Seller of the representations set forth in Sections 5.1.25 of this Agreement,
or by  reason  of any  investigation  or  claim  of  any  government  agency  in
connection  with the presence of any Hazardous  Materials on, in, under or about
the Property.

         6.       CONDITIONS PRECEDENT TO CLOSING.

                  6.1 Conditions.  The obligation of Purchaser to consummate the
conveyance  of the  Property  hereunder  is  subject  to the full  and  complete
satisfaction of each of the following conditions precedent:

                           6.1.1 The  representations  and  warranties of Seller
contained in this Agreement shall be true,  complete and accurate,  on and as of
the date  hereof  and the Date of  Closing as if the same were made on and as of
such date.

                           6.1.2  There  shall not have been filed by or against
Seller  at  any  time  prior  to or on  the  Date  of  Closing  any  bankruptcy,
reorganization or receiver petition.


                                       12
<PAGE>

                           6.1.3  (a)  Title to the  Property  shall be good and
marketable,  insurable by the Title Company (the "Title Policy"),  and with such
endorsements  as Purchaser or its lender shall require,  in a form acceptable to
Purchaser at the Title  Company's  standard rates (both with respect to the form
of the  Title  Policy  and any  endorsements  thereto),  without  exceptions  or
reservations  of any type or kind except the Permitted  Exceptions;  and (b) the
Title  Company  shall be  irrevocably  committed to issue to Purchaser the Title
Policy, immediately upon Closing.

                           6.1.4  Seller  shall  have  performed  each and every
obligation and covenant of Seller
to be  performed  hereunder,  including  without  limitation  those set forth in
Section 4, above.

                           6.1.5 Purchaser  shall have obtained  financing in an
amount not less than  $3,800,000 on terms and conditions  Purchaser deems in its
sole judgment to be satisfactory.

                           6.1.6 No Material Event  (hereinafter  defined) shall
have occurred.  For purposes  hereof,  the term "Material  Event" shall mean and
include any of the  following:  (a) the  enactment of any new, or  modification,
repeal or disenabling of any existing, law, rule, regulation, ordinance or legal
or judicial order, including without limitation the imposition of any moratorium
or  "down-sizing"  restriction,  or institution of any  condemnation  or eminent
domain proceeding, that affects and binds, or will affect and bind, the Property
and/or  Purchaser as the owner  thereof after  Closing,  and in any material way
limits,  restricts or requires changes to the current use, operation,  occupancy
or  management  of the Property,  or will limit,  restrict,  impede or adversely
affect the future development,  re-development, operation or use of the Property
by Purchaser after Closing, or (b) the citation or notice by any governmental or
quasi-governmental  authority of the violation or non-compliance by the Property
with any law, rule, regulation,  ordinance or legal or judicial order, including
without limitation those relating to zoning, the environment,  health and safety
of persons or property and the use, occupancy and operation of the Property.

                  6.2 Waiver of  Conditions.  Purchaser  shall have the right to
waive  some  or  all of the  foregoing  conditions  in  its  sole  and  absolute
discretion; provided, however, that no such waiver shall be effective or binding
on Purchaser  unless it is in writing and executed by an  authorized  officer of
Purchaser.

         7.       CLOSING COSTS AND PRORATIONS.

                  7.1      Purchaser's Costs.   Purchaser will pay the following
costs of closing this transaction:

                           7.1.1 All real estate recordation and transfer taxes,
including the so-called Grantor's tax, due in connection with the recordation of
the Deed;

                           7.1.2 All premiums,  fees and costs  associated  with
the  issuance  of the Title  Policy,  and all of the  settlement  fees and other
charges of the settlement  attorney and Title Company due in connection with the
closing of this transaction;

                           7.1.3  The  fees  and  disbursements  of  Purchaser's
counsel and any other expense(s) incurred by Purchaser or its  representative(s)
in inspecting or evaluating the Property or closing this transaction; and

                           7.1.4 Any and all costs and  expenses  in  connection
with  obtaining  financing for the purchase of the Property,  including  without
limitation  any  recordation  or  transfer  taxes  required  to be paid upon the
recordation of any deed of trust,  mortgage or other security agreement executed
and recorded in connection with such financing.


                                       13
<PAGE>

                  7.2      Seller's Costs.   Seller will pay the following costs
of closing this transaction:

                           7.2.1 The fees and disbursements of Seller's counsel;
and

                           7.2.2 All release fees and other charges  required to
be paid in order to release from the Property the lien of any mortgage, security
interest,  mechanic's  lien or judgment  lien that Seller is obligated to remove
pursuant to the terms of this Agreement.

                  7.3      [Intentionally Omitted].

                  7.4 Taxes.  General real estate taxes and special  assessments
relating  to the  Property  payable  prior to  September  1, 2004 or  payable in
respect of the year 2004 or any  previous  year,  and to the extent not  already
paid, shall be paid by the Seller prior to or at the Closing.

                  7.5 In  General.  Any other  costs or charges of closing  this
transaction  not  specifically  mentioned  in this  Agreement  shall be paid and
adjusted in  accordance  with local  custom in the area in which the Property is
located.

                  7.6 Purpose and Intent.  Except as expressly  provided  herein
and in that certain  Management  Agreement  dated September 1, 2004 entered into
between  Seller and an affiliate of Purchaser,  the purpose and intent as to the
provisions  of  prorations  and  apportionments  set forth in this Section 7 and
elsewhere in this  Agreement is that Seller shall bear all expenses of ownership
and  operation of the Property and shall receive all income  therefrom  accruing
through  midnight of the day preceding the Closing and Purchaser  shall bear all
such expenses and receive all such income accruing thereafter.

         8.       CLOSING AND ESCROW.

                  8.1 Seller's  Deliveries.  Seller shall deliver  either at the
Closing or by making  available at the Property,  as appropriate,  the following
original documents, each executed and, if required, acknowledged:

                           8.1.1 A special  warranty  deed, in the form attached
hereto as  Exhibit  8.1.1  (the  "Deed"),  conveying  title to the  Property  to
Purchaser, subject only to the Permitted Exceptions.

                           8.1.2 A special  warranty  bill of sale,  in the form
attached  hereto  as  Exhibit  8.1.2  (the  "Special  Warranty  Bill of  Sale"),
conveying to Purchaser the Personal Property and Approvals.

                           8.1.3    [Intentionally Omitted].

                           8.1.4 (a)  Originals of all of the Assumed  Contracts
relating to the Property which  Purchaser has elected to assume  pursuant to the
terms hereof;  and (b) an assignment of such Contracts to Purchaser by way of an
assignment  and  assumption  agreement,  in the form attached  hereto as Exhibit
8.1.4 (the "Assignment of Contracts"),  conveying to Purchaser  Seller's rights,
title and interest in and to the Assumed Contracts attributable to the Property.


                                       14
<PAGE>

                           8.1.5 (a) Originals of all  Approvals and  Warranties
then in effect,  if any, with respect to the Property or to the  Improvements or
any repairs or renovations to such Improvements and Personal  Property;  and (b)
an assignment of all such Approvals and Warranties being conveyed hereunder,  in
the form  attached  hereto as Exhibit  8.1.5,  conveying to  Purchaser  Seller's
rights,  title  and  interests  in  and to the  Warranties  attributable  to the
Property.

                           8.1.6 All books and records  relating to the Property
held by or for the account of Seller.

                           8.1.7 An affidavit pursuant to the Foreign Investment
and Real Property Tax Act, in the form attached hereto as Exhibit 8.1.7.

                           8.1.8  Evidence  of  Seller's   authority,   and  the
authority of the person executing the Deed and the other documents at Closing on
behalf of Seller,  acceptable to Purchaser and the Title Company,  to enter into
the transactions contemplated by this Agreement.

                           8.1.9  An  "owner's  affidavit,"  in form  reasonably
acceptable  to  Purchaser  and the Title  Company and  sufficient  for the Title
Company to delete any  exceptions  for (a)  mechanics'  or  materialmen's  liens
arising  from  work  at the  Property  which  is the  responsibility  of  Seller
hereunder,  (b) parties in possession,  other than tenants as tenants only, and,
(c) matters not shown in the public records.

                           8.1.10  A  settlement   statement  (the   "Settlement
Statement"), prepared by the Title Company.

                           8.1.11  A  certification  by  Seller  in the  form of
Exhibit 8.1.11, certifying for the benefit of Purchaser that the representations
and  warranties  made in Section 5.1 hereof are true and accurate on the Date of
Closing as if then made.

                           8.1.12 A payoff  letter from its lender on respect of
the Mortgages.

                           8.1.13  A  Termination   of   Management   Agreement,
terminating  that certain  Management  Agreement dated September 1, 2004, by and
between Seller and Universal  Food & Beverage  Company,  a Delaware  corporation
("Manager"), an affiliate of Purchaser, whereby Manager manages the Property and
the water bottling business for Seller.

                           8.1.14 Transfer and Recordation Tax Declarations,  or
other  similar  documents  required  to  be  executed  in  connection  with  the
recordation of the Deed.

                           8.1.15   Letters  to   contractors,   to  the  extent
Purchaser  is  assuming  their  Contracts,  and  utility  companies  serving the
Property,  in the form attached hereto as Exhibit  8.1.15,  advising them of the
sale of the Property to Purchaser  and  directing to Purchaser all bills for the
services provided to the Property on and after the Date of Closing.

                           8.1.16 All of Seller's  property files located at the
Property and relating to the operation of the Property.

                  8.2      Purchaser's  Deliveries.   At the Closing,  Purchaser
shall (a) pay  Seller  the  Purchase  Price as  required  by,  and in the manner
described  in,  Section 2 hereof,  and (b) execute  and  deliver  the  following
documents:

                           8.2.1    The Assignment of Assumed Contracts.

                           8.2.2  Evidence  of  Purchaser's  authority,  and the
authority  of the  person  executing  any  documents  at  Closing  on  behalf of
Purchaser,  acceptable  to  Seller  and the  Title  Company,  to enter  into the
transactions contemplated by this Agreement.

                           8.2.3    The Settlement Statement.


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<PAGE>

                           8.2.4 A  certification  in the form of Exhibit 8.2.4,
certifying  for the benefit of Seller that the  representations  and  warranties
made in Section 5.2 hereof are true and  accurate on the Date of Closing,  as if
then made.

                           8.2.5 Transfer and  Recordation  Tax  Declarations or
other  similar  documents  required  to  be  executed  in  connection  with  the
recordation of the Deed.

                  8.3  Possession.  Purchaser shall be entitled to possession of
the Property at the conclusion of the Closing.

                  8.4 Escrow Closing.  Purchaser and Seller (or their respective
counsel on behalf of Purchaser and Seller) and the Settlement Attorney and Title
Company  shall  execute  a joint  letter  of escrow  closing  instructions  (the
"Closing  Instructions")  which will provide that,  on the Date of Closing:  (a)
Seller and Purchaser  shall each deposit with the  Settlement  Attorney or Title
Company all of the documents and instruments  described in Sections 8.1 and 8.2,
above (the "Closing Documents");  and (b) Purchaser shall deposit with the Title
Company the balance of the Purchase Price required to be paid after  application
of the Deposit thereto and all prorations,  adjustments and credits  required to
be made under this Agreement (the "Adjusted Purchase Price"), all of which shall
be set forth on, and mutually  agreeable  pursuant  to, a  settlement  statement
executed by both Purchaser and Seller at Closing.  Upon Title Company's  receipt
of the Adjusted Purchase Price, and the satisfaction of all other conditions set
forth in the Closing Instructions,  the Settlement Attorney and/or Title Company
shall be  authorized  and  directed to record the Deed among the land records of
Grayson County,  Virginia and immediately upon such recordation of the Deed, the
Title Company shall be authorized and directed to disburse the Adjusted Purchase
Price to Seller or its designee(s), and to disburse the Closing Documents to the
appropriate parties, all in strict accordance with the Closing Instructions.

         9.       DAMAGE, DESTRUCTION AND CONDEMNATION.

                  9.1 Casualty.  Except as provided  herein,  Seller assumes all
risk of loss or damage to the Property by fire or other  casualty until the Deed
is properly recorded among the appropriate public records.  If at any time on or
prior to the Date of Closing any portion of the Property is destroyed or damaged
as a result of fire or any other cause  whatsoever,  Seller shall  promptly give
written  notice  thereof to  Purchaser.  In the event that (a) the total cost to
repair or  restore  such  destruction  or  damage,  as  determined  by  Seller's
insurance claim  adjuster,  exceeds  $100,000,  and/or (b) the estimated time to
restore  or repair  such  destruction  or  damage,  as  determined  by  Seller's
insurance  claim  adjuster,  exceeds ninety (90) days,  Purchaser shall have the
right to terminate this Agreement by written notice to Seller within twenty (20)
days following the date upon which Purchaser receives Seller's written notice of
the destruction or damage.  If (i) such destruction or damage can be repaired or
restored for $100,000 or less, and can be repaired in less than ninety (90) days
or if no  tenant  has  terminated  its  lease  as a  result  of  the  damage  or
destruction  to the  property,  or (ii) the cost of such  repair or  restoration
shall exceed $100,000, and/or the time to complete the repair and restoration of
the Property  shall exceed ninety (90) days,  but Purchaser does not elect to so
terminate  this  Agreement  within said twenty (20) day period,  this  Agreement
shall remain in full force and effect and the parties  shall  proceed to Closing
without any  reduction  or  adjustment  in the Purchase  Price,  except that all
insurance  proceeds  will be  assigned  to  Purchaser  and  Seller  will  pay to
Purchaser any deductible under Seller's insurance policy.

                  9.2 Condemnation. In the event, at any time on or prior to the
Date of Closing, any action or proceeding is filed, under which the Property, or
any portion thereof,  may be taken pursuant to any law,  ordinance or regulation
or by condemnation  or the right of eminent  domain,  Seller shall promptly give
written  notice  thereof  (which notice shall  describe the type of action being
taken against the Property,  and which portions of the Property will be affected
thereby)  to  Purchaser.  Purchaser  shall  have  the  right to  terminate  this
Agreement by written notice to Seller within twenty (20) days following the date


                                       16
<PAGE>

upon  which  Purchaser  receives  Seller's  written  notice  of such  action  or
proceeding.  If Purchaser does not elect to so terminate  this Agreement  within
said twenty  (20) day  period,  this  Agreement  shall  remain in full force and
effect and the  parties  shall  proceed  to closing  without  any  reduction  or
adjustment in the Purchase Price, except that all condemnation  proceeds will be
assigned to Purchaser.

         10.      DEFAULT AND REMEDIES.

                  10.1 Purchaser  Default.  If Purchaser shall fail or refuse to
purchase the Property in violation of Purchaser's  obligations hereunder for any
reason  other than a default  by Seller  under  this  Agreement  or a failure of
condition  precedent to Closing  pursuant to Section 6, above, and provided that
Seller is then ready,  willing and able to proceed to Closing, has performed all
of its obligations  hereunder and all conditions  precedent to Closing hereunder
have been satisfied, Seller shall have as its sole remedy the right to terminate
this Agreement and retain the full amount of the Deposit and all interest earned
thereon.  Seller  and  Purchaser  acknowledge  and  agree  that  (a) it would be
extremely  difficult to accurately  determine the amount of damages  suffered by
Seller as a result of Purchaser's default hereunder; (b) the Deposit constitutes
a fair and  reasonable  amount to be received by Seller as agreed and liquidated
damages  for  Purchaser's  default  under  this  Agreement,  as  well as a fair,
reasonable and customary amount to be paid as liquidated  damages to a seller in
an arm's length  transaction of the type  contemplated  by this Agreement upon a
default by the  purchaser  thereunder;  and (c) receipt by Seller of the Deposit
upon  Purchaser's  default  hereunder  shall  not  constitute  a  penalty  or  a
forfeiture.

                  10.2 Seller  Default.  In the event Seller shall:  (a) fail to
sell,  transfer and assign the Property to Purchaser for any reason,  and/or (b)
fail to perform any other obligation of Seller hereunder,  and/or (c) breach any
warranty  made or granted by Seller  under this  Agreement  or any  document  or
instrument  given in connection  herewith,  and/or (d) have  misrepresented  any
fact, or any of the  representations  of Seller  contained  herein are not true,
accurate  or  complete,  Purchaser  shall be  entitled  to:  (i)  seek  specific
performance  of this  Agreement,  or (ii) declare this  Agreement to be null and
void and demand and receive the return of the Deposit,  and/or  (iii)  institute
any action available to Purchaser at law or equity to recover damages, including
without limitation reasonable attorneys' fees, incurred by Purchaser as a result
of such breach or misrepresentation by Seller.

                  10.3 Attorneys' Fees. Notwithstanding anything to the contrary
in this Agreement, in the event that either Seller or Purchaser, as the case may
be,  shall bring a lawsuit  against  the other party for breach of such  party's
obligations  under this  Agreement,  the losing  party shall pay the  prevailing
party's  costs  and  expenses  incurred  in  connection  with  such  litigation,
including without limitation  reasonable attorneys' fees. The "prevailing party"
shall be determined by the court hearing such matter.

         11.  NOTICES.  Any notice  required or permitted to be given  hereunder
must be in writing and shall be deemed to be given when (a) hand  delivered,  or
(b) one (1)  business  day  after  pickup by Emery Air  Freight,  United  Parcel
Service  (Overnight) or Federal Express,  or another similar  overnight  express
service, or (c) transmitted by telecopy or facsimile, provided that confirmation
of the  receipt  of same is  noted  upon  transmission  of same by the  sender's
telecopy machine, and a counterpart of such notice is also delivered pursuant to
one of the two manners specified in Sections 11(a) or 11(b),  above, in any case
addressed to the parties at their respective addresses set forth below:

               if to Seller:       Milo Valenti
                                   Independence Water Group, LLC
                                   5010 Townsend Road.
                                   Richfield, Ohio  44286
                                   Phone:  440-995-5100
                                   Facsimile:  440-995-5158


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<PAGE>

               with a Copy to:     Ken Bain
                                   938 Cambridge Drive
                                   Duncanville, Texas 75137
                                   Phone:  972-296-1246
                                   Facsimile:  972-296-1868

               if to Buyer:        Duane N. Martin
                                   Universal Food & Beverage Company of Virginia
                                   3830 Commerce Drive
                                   St. Charles, IL  60174
                                   Phone:  630-584-8670
                                   Facsimile:  630-584-8674

               with a copy to:     Carl A. Neumann
                                   Holland & Knight LLC
                                   One MidAmerica Plaza
                                   Suite 1000
                                   Oakbrook Terrace, IL  60181
                                   Phone:  (630) 954-2104
                                   Facsimile:  (630) 954-2112


or in each case to such  other  address  as  either  party may from time to time
designate by giving  notice in writing  pursuant to this Section 11 to the other
party.  Telephone and facsimile  numbers are for  informational  purposes  only.
Effective  notice  will be  deemed  given  only as  provided  above,  except  as
otherwise expressly provided in this Agreement.

         12.      MISCELLANEOUS.

                  12.1  Entire  Agreement.  This  Agreement,  together  with the
Schedules  and  Exhibits  attached  hereto,  all of which  are  incorporated  by
reference,  is the entire  agreement  between  the parties  with  respect to the
subject matter hereof, and no alteration,  modification or interpretation hereof
shall be binding unless in writing and signed by both parties.

                  12.2  Severability.  If any provision of this Agreement or its
application  to any party or  circumstances  shall be determined by any court of
competent  jurisdiction  to be invalid  and  unenforceable  to any  extent,  the
remainder of this Agreement or the  application of such provision to such person
or  circumstances,  other than those as to which it is so determined  invalid or
unenforceable, shall not be affected thereby, and each provision hereof shall be
valid and shall be enforced to the fullest extent permitted by law.

                  12.3  Applicable  Law. This  Agreement  shall be construed and
enforced in accordance with the internal laws of the Commonwealth of Virginia.

                  12.4  Assignability.  Purchaser  shall  have the  right,  upon
written  notice to Seller,  to assign or  transfer  any of  Purchaser's  rights,
obligations  and  interests  under  this  Agreement,  to  any  entity  of  which
Purchaser,  or any principal in Purchaser is an affiliate or a general  partner.
In all other  cases,  any  proposed  assignment  shall be  subject  to the prior
approval of Seller, which approval shall not be unreasonably  withheld,  delayed
or  conditioned.  In the event that  Purchaser  assigns  its  rights  under this
Agreement to a related entity or another assignee  approved by Seller,  and such
assignee expressly assumes all of Purchaser's  obligations,  duties,  covenants,
indemnities and representations  and warranties under this Agreement,  Purchaser
shall have no further  obligations  under this Agreement,  and Seller shall look


                                       18
<PAGE>

solely  to  such  assignee  for  the  fulfillment  of all  obligations,  duties,
covenants,  agreements,   indemnities  and  representations  and  warranties  of
Purchaser.

                  12.5  Successors  Bound.  This Agreement shall be binding upon
and inure to the benefit of Purchaser and Seller and their respective successors
and permitted assigns.

                  12.6  No  Public  Disclosure.  Prior  to  Closing,  all  press
releases or other  dissemination  of  information  to the media or  responses to
requests from the media for information relating to the transaction contemplated
herein shall be subject to the prior written consent of Purchaser and Seller.

                  12.7 Captions;  Interpretation. The captions in this Agreement
are inserted  only as a matter of  convenience  and for  reference and in no way
define, limit or describe the scope of this Agreement or the scope or content of
any of its  provisions.  Whenever  the context may  require,  words used in this
Agreement shall include the corresponding feminine,  masculine, or neuter forms,
and the  singular  shall  include the plural and vice versa.  Unless the context
expressly  indicates  otherwise,  all references to "Section" are to sections of
this Agreement.

                  12.8 No Partnership. Nothing contained in this Agreement shall
be construed to create a  partnership  or joint  venture  between the parties or
their successors in interest or permitted assigns.

                  12.9   Counterparts.   This  Agreement  may  be  executed  and
delivered in any number of counterparts, each of which so executed and delivered
shall be deemed to be an original and all of which shall  constitute one and the
same instrument.

                  12.10  Recordation.  Purchaser  and Seller agree not to record
this Agreement or any memorandum hereof.

                  12.11 Proper Execution.  The submission by Purchaser to Seller
of this Agreement in an unsigned form shall be deemed to be a submission  solely
for Seller's consideration and not for acceptance and execution. Such submission
shall have no binding  force and effect,  shall not  constitute  an option or an
offer,  and shall not confer any rights  upon  Seller or impose any  obligations
upon  Purchaser  irrespective  of any  reliance  thereon,  change of position or
partial performance. The submission by Purchaser to Seller of this Agreement for
execution by Seller and the actual  execution  thereof by Seller and delivery to
Purchaser  by  Seller  shall  similarly  have no  binding  force  and  effect on
Purchaser  unless and until  Purchaser  shall have executed this Agreement and a
counterpart hereof executed by Purchaser and Seller shall have been delivered to
Seller.

                  12.12    [Intentionally Omitted]

                  12.13  Waiver.  No waiver of any  breach of any  agreement  or
provision  contained  herein  shall  be  deemed  a waiver  of any  preceding  or
succeeding  breach of any other  agreement or  provision  herein  contained.  No
extension of time for the  performance  of any obligation or act shall be deemed
an extension of time for the performance of any other obligation or act.

                  12.14  Business  Days.  If any date  herein  set forth for the
performance of any obligations by Seller or Purchaser or for the delivery of any
instrument  or notice as herein  provided  should fall on a Saturday,  Sunday or
Legal Holiday  (hereinafter  defined),  the compliance with such  obligations or
delivery  shall be deemed  acceptable on the next  business day  following  such
Saturday,  Sunday or Legal  Holiday.  As used herein,  the term "Legal  Holiday"
shall mean any local or federal  holiday on which post offices are closed in the
District of Columbia.


                                       19
<PAGE>

                  12.15 Board of Directors  Approval.  This Agreement is subject
in all respects to the approval hereof and of all terms and agreements contained
herein,  of  Purchaser's  [Board of  Directors],  which  approval  may be given,
withheld or conditioned in the sole and absolute discretion of such committee.

                  12.16   Statutory   Disclosures.   The   following   statutory
disclosures are hereby made by Seller to Purchaser:

                  A.       Virginia Property Owners' Association Act

                           Seller  represents  that  as  of  the  date  of  this
Agreement,  the Property is not located within a development which is subject to
the Virginia  Property Owners'  Association Act, Code of Virginia,  1950, 55-508
through 55-516.2 as amended (the "Act").

                  B.       Choice of Settlement Agent

                           Purchaser has the right to select a settlement  agent
to handle the  closing  of this  transaction.  The  settlement  agent's  role in
closing this transaction  involves the  coordination of numerous  administrative
and clerical functions  relating to the collection between the parties.  If part
of the  purchase  price  is  financed,  Purchaser's  lender  will  instruct  the
settlement  agent as to the  signing and  recording  of loan  documents  and the
disbursement of loan proceeds.  No settlement  agent can provide legal advice to
any party to the  transaction  except a  settlement  agent who is engaged in the
private  practice of law in Virginia  and who has been  retained or engaged by a
party to the  transaction  for the purpose of providing  legal  services to that
party.

                  PURCHASER HERBY SELECTS CHICAGO TITLE INSURANCE COMPANY,  WITH
                  OFFICES AT WASHINGTON, D.C., TO HANDLE CLOSING HEREUNDER.

                  C.       Escrow, Closing and Settlement Service Guidelines

                           The  Virginia  State Bar  issues  guidelines  to help
settlement  agents  avoid  and  prevent  the  unauthorized  practice  of  law in
connection with furnishing escrow, settlement or closing services. As a party to
a real  estate  transaction,  Purchaser  is  entitled to receive a copy of these
guidelines from Purchaser's  settlement agent, upon request,  in accordance with
the provisions of the Consumer Real Estate  Settlement  Protection Act, Virginia
Code 6.1-2.19 - 6.1-2.29.

                            [Signatures on next page]


                                       20
<PAGE>

         IN WITNESS  WHEREOF,  Purchaser and Seller have executed this Agreement
on the dates set forth below, effective as of the date first set forth above.

                                            SELLER:

Witness:                                    INDEPENDENCE WATER GROUP, LLC, a
                                            Virginia limited liability company


/s/ Melvin E. Lowe                          By: /s/ Milo F. Valenti
------------------------------                  ----------------------------
                                                Name:  MILO VALENTI
                                                Title:    MANAGER


                                            PURCHASER:

Witness:                                    UNIVERSAL FOOD & BEVERAGE COMPANY,
                                            OF VIRGINIA, a Virginia corporation


/s/ Ralph Passino                           By: /s/ Duane Martin
------------------------------                  ----------------------------
                                                Name:  Duane Martin
                                                Title:    Chairman & CEO




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