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                                                                   EXHIBIT 10.33

                              Vacant Land Contract
                         Florida Association of Realtors

                       PARTIES AND DESCRIPTION OF PROPERTY

1.   SALE AND PURCHASE: WILLIAM DEWEY WALKER & DELMA JEAN (husband & wife)
     ("Seller") and ATLANTIC COAST CONSTRUCTION & DEVELOPMENT, INC. and/or
     Assigns ("Buyer") agree to see and buy on the same terms and conditions
     specified below the property ("Property") described as:

     Address:  6285 33rd St., Vero Beach, FL 32966-6404
     Legal Description:  Parcel ID #32393200001011000001.1
     including all improvements and the following additional property:

     ---------------------------------------------------------------------------

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                               PRICE AND FINANCING

2. PURCHASE PRICE: $1,643,000.00 payable by Buyer in U.S. currency as follows:

   (a)  $25,000     Deposit received (checks are subject to clearance) Sep. 12,
                    2005 by                 for: CHARLES E. GARRIS, ESQ.
                            ---------------      -----------------------
                            Signature            Name of Company
                    ("Escrow Agent").

   (b)  $125,000    Additional deposit to be delivered to Escrow Agent by
                    __________ or 60 days from Effective Date. (10 days if left
                    blank).

   (c)  -0-         Total financing (see Paragraph 3 below) (express as a dollar
                    amount or percentage)

   (d)  -0-         Other:______________________________________________________

   (e)  $1,493,000  Balance to close (not Including Buyer's closing costs,
                    prepaid items and prorations). All funds paid at closing
                    must be paid by locally drawn cashier's check, official bank
                    check, or wired funds.

3. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and
   possession delivered on or before December 28, 2005, unless extended by
   other


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provisions of this Contract. If on Closing Date insurance underwriting is
suspended, Buyer may postpone closing up to 5 days after the Insurance
suspension is lifted. If this transaction does not close for any reason, Buyer
will immediately return all Seller provided title evidence, surveys, association
documents and other items.

4. CLOSING PROCEDURE; COSTS: Closing will take place in the county where the
   Property is located and may be conducted by mail or electronic means. If
   title insurance insures Buyer for title defects arising between the title
   binder effective date and recording of Buyer's deed, closing agent will
   disburse at closing the net sale proceeds to Seller (in local cashier's
   checks if Seller requests in writing at least 5 days prior to closing) and
   brokerage fees to Broker as per Paragraph 17. In addition to other expenses
   provided in this Contract, Seller and buyer will pay the costs indicated
   below:

   (a)  SELLER COSTS: Seller will pay taxes on the deed and recording fees for
        documents needed to cure title; title evidence (if applicable under
        Paragraph 8): Other: ____
        _______________________________________________________________________.

   (b)  BUYER COSTS: Buyer will pay taxes and recording fees on notes and
        mortgages and recording fees on the deed and financing statements;
        loan expenses; lender's title policy at the simultaneous issue rate;
        Inspections; survey and sketch; Insurance; Other: _____________________.

   (c)  TITLE EVIDENCE AND INSURANCE: Check (1) or (2):

        [X] The title evidence will be a Paragraph 8(a)(1) owner's title
        insurance commitment. [X] Seller [ ] Buyer will select the title
        agent. [X] Seller [ ] Buyer will pay for the owner's title policy,
        search, examination and related charges. Each party will pay its own
        closing fees.

   (d)  PRORATIONS: The following items will be made current and prorated as
        of the day before Closing Date; real estate taxes, interest, bonds,
        assessments, leases and other Property expenses and revenues. If taxes
        and assessments for the current year cannot be determined, the
        previous year's rates will be used with adjustment for any exemptions.
        PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S
        CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY
        BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF
        OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE
        PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY
        QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S
        OFFICE FOR FURTHER INFORMATION.

   (e)  SPECIAL ASSESSMENT BY PUBLIC BODY: Regarding special assessments
        imposed by a public body, Seller will pay (i) the full amount of liens
        that are certified, confirmed and ratified before closing and (ii) the
        amount of the last estimate of

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        the assessment if an improvement is substantially completed as of
        Effective Date but has not resulted in a lien before closing, and
        Buyer will pay all other amounts.

   (f)  TAX WITHHOLDING: If Seller is a "foreign person" as defined by FIRPTA,
        Section 1445 of the Internal Revenue Code requires Buyer to withhold
        10% of the amount realized by the Seller on the transfer and remit the
        withheld amount to the Internal Revenue Service (IRS) unless an
        exemption applies. The primary exemptions are (1) Seller provides
        Buyer with an affidavit that Seller is not a "foreign person", (2)
        Seller provides Buyer with a Withholding Certificate providing for
        reduced or eliminated withholding, or (3) the gross sales price is
        $300,000 or less, Buyer is an individual who purchases the Property to
        use as a residence, and Buyer or a member of Buyer's family has
        definite plans to reside at the Property for at least 50% of the
        number of days the Property is in use during each of the first two 12
        month periods after transfer. The IRS requires Buyer and Seller to
        have a U.S. federal taxpayer identification number ("TIN"). Buyer and
        Seller agree to execute and deliver as directed any instrument,
        affidavit or statement reasonably necessary to comply with FIRPTA
        requirements including applying for a TIN within 3 days from Effective
        Date and delivering their respective TIN or Social Security numbers to
        the Closing Agent.

        If Seller applies for a withholding certificate but the application is
        still pending as outstanding, Buyer will place the 10% tax in escrow
        at Seller's expense to be disbursed in accordance with the final
        determination of the IRS, provided Seller so requests and gives Buyer
        notice of the pending application in accordance with Section 1445. If
        Buyer does not pay sufficient cash at closing to meet the withholding
        requirement, Seller will deliver to Buyer at closing the additional
        cash necessary to satisfy the requirement. Buyer will timely disburse
        the funds to the IRS and provide Seller with copies of the tax forms
        and receipts.

   (g)  1031 EXCHANGE: If either Seller or Buyer wishes to enter into a
        like-kind exchange (either simultaneously with closing or after) under
        Section 1031 of the Internal Revenue Code ("Exchange"), the other
        party will cooperate in all reasonable respects to effectuate the
        Exchange including executing documents; provided, however, that the
        cooperating party will incur no liability or cost related to the
        Exchange and that the closing shall not be contingent upon, extended
        or delayed by the Exchange.

                               PROPERTY CONDITION

5. LAND USE: Seller will deliver the Property to Buyer at the time agreed in
   its present "as is" condition, with conditions resulting from Buyer's
   inspections and casualty damage, if any, excepted. Seller will maintain the
   landscaping and grounds in a comparable condition and will not engage in or
   permit any activity that would materially alter the Property's condition
   without the Buyer's prior written consent.


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   (a)  FLOOD ZONE: Buyer is advised to verify by survey, with the lender and
        with appropriate government agencies which flood zone the Property is
        in, whether flood insurance is required and what restrictions apply to
        improving the Property and rebuilding in the event of casualty.

   (b)  GOVERNMENT REGULATIONS: Buyer is advised that changes in government
        regulations and levels of service which affect Buyer's intended use of
        the Property will not be grounds for canceling this Contract if the
        Feasibility Study Period has expired or if Buyer has checked choice
        (c)(2) below.

   (c)  INSPECTIONS: (check (1) or (2) below)

        [X] (1) Feasibility Study: Buyer will, at Buyer's expense and within
        60 days from Effective Date ("Feasibility Study Period"), determine
        whether the Property is suitable, in Buyer's sole and absolute
        discretion, for residential development use. During the Feasibility
        Study Period, Buyer may conduct a Phase I environmental assessment and
        any other tests, analyses, surveys and investigations ("Inspections")
        that Buyer deems necessary to determine to Buyer's satisfaction the
        Property's engineering, architectural and environmental properties;
        zoning and zoning restrictions; subdivision statutes; soil and grade;
        availability of access to public roads, water and other utilities;
        consistency with local, state and regional growth management plans;
        availability of permits, government approvals, and licenses; and other
        Inspections that Buyer deems appropriate to determine the Property's
        suitability for the Buyer's intended use. If the Property must be
        rezoned, Buyer will obtain the rezoning from the appropriate
        government agencies. Seller will sign all documents Buyer is required
        to file in connection with development or rezoning approvals.

        Seller gives Buyer, its agents, contractors and assigns, the right to
        enter the Property at any time during the Feasibility Study Period for
        the purpose of conducting Inspections; provided, however, that Buyer,
        its agents, contractors and assigns enter the Property and conduct
        Inspections at their own risk. Buyer will indemnify and hold Seller
        harmless from losses, damages, costs, claims and expenses of any
        nature, including attorneys' fees, expenses and liability incurred in
        application for rezoning or related proceedings, and from liability to
        any person, arising from the conduct of any and all Inspections or any
        work authorized by Buyer. Buyer will not engage in any activity that
        could result in a construction lien being filed against the Property
        without Seller's prior written consent. If this transaction does not
        close, Buyer will, at Buyer's expense, (1) repair all damages to the
        Property resulting from the Inspections and return the Property to the
        condition it was in prior to conduct of the Inspections, and (2)
        release to Seller all reports and other work generated as a result of
        the Inspections.

        Buyer will deliver written notice to Seller prior to the expiration of
        the Feasibility Study Period of Buyer's determination of whether or not
        the Property is acceptable. Buyer's failure to comply with this notice
        requirement will constitute


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        acceptance of the Property as suitable for Buyer's intended use in its
        "as is" condition. If the Property is unacceptable to Buyer and written
        notice of this fact is timely delivered to Seller, this Contract will be
        deemed terminated as of the day after the Feasibility Study Period ends
        and Buyer's deposit(s) will be returned after Escrow Agent receives
        proper authorization from all interested parties.

        [ ] (2) No Feasibility Study: Buyer is satisfied that the Property is
        suitable for Buyer's purposes, including being satisfied that
        either public sewerage and water are available to the Property or
        the Property will be approved for the installation of a well
        and/or private sewerage disposal system and that existing zoning
        and other pertinent regulations and restrictions, such as
        subdivision or deed restrictions, concurrency, growth management
        and environmental conditions, are acceptable to Buyer. This
        Contract is not contingent on Buyer conducting any further
        investigations.

   (d)  SUBDIVIDED LANDS: If this Contract is for the purchase of
        subdivided lands, defined by Florida Law as "(a) Any contiguous
        land which is divided or is proposed to be divided for the
        purpose of disposition into 50 or more lots, parcels, units, or
        interests; or (b) Any land, whether contiguous or not, which is
        divided or proposed to be divided into 50 or more lots, parcels,
        units or interests which are offered as a part of a common
        promotional plan." Buyer may cancel this Contract for any reason
        whatsoever for a period of 7 business days from the date on which
        Buyer executes this Contract. If Buyer elects to cancel within
        the period provided, all funds or other property paid by Buyer
        will be refunded without penalty or obligation within 20 days of
        the receipt of the notice of cancellation by the developer.

6. RISK OF LOSS; EMINENT DOMAIN: If any portion of the Property is materially
   damaged by casualty before closing, or Seller negotiates with a
   governmental authority to transfer all or part of the Property in lieu of
   eminent domain proceedings, or if an eminent domain proceeding is
   initiated, Seller will promptly inform Buyer. Either party may cancel this
   Contract by written notice to the other within 10 days from Buyer's receipt
   of Seller's notification, failing which Buyer will close in accordance with
   this Contract and receive all payments made by the government authority or
   insurance company, if any.

                                      TITLE

7. TITLE: Seller will convey marketable title to the Property by statutory
   warranty deed or trustee, personal representative or guardian deed as
   appropriate to Seller's status.

   (a)  TITLE EVIDENCE: Title evidence will show legal access to the Property
        and marketable title of record in Seller in accordance with current
        title standards adopted by the Florida Bar, subject only to the
        following title exceptions, none of which prevent Buyer's intended use
        of the Property as Residential subdivision: covenants, easements and
        restrictions of record; matters of plat; existing zoning and
        government regulations; oil, gas and mineral rights of record if there
        is no

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        right of entry; current taxes; mortgages that Buyer will assume; and
        encumbrances that Seller will discharge at or before closing. Seller
        will deliver to Buyer Seller's choice of one of the following types of
        title evidence, which must be generally accepted in the county where the
        Property is located (specify in Paragraph 5(c) the selected type).
        Seller will use option (1) in Palm Beach County and option (2) in
        Miami-Dade County.

        (1) A title insurance commitment issued by a Florida-licensed title
        insurer in the amount of the purchase price and subject only to title
        exceptions set forth in this Contract and delivered no later than 2 days
        before Closing Date.

        (2) An existing abstract of title from a reputable and existing abstract
        firm (if firm is not existing, then abstract must be certified as
        correct by an existing firm) purporting to be an accurate synopsis of
        the instruments affecting title to the Property recorded in the public
        records of the county where the Property is located and certified to
        Effective Date.

        However, if such an abstract is not available to Seller, then a prior
        owner's title policy acceptable to the proposed insurer as a base for
        reissuance of coverage. Seller will pay for copies of all policy
        exceptions and an update in a format acceptable to Buyer's closing agent
        from the policy effective date and certified to Buyer or Buyer's closing
        agent, together with copies of all documents recited in the prior policy
        and in the update. If a prior policy is not available to Seller then (1)
        above will be the title evidence. Title evidence will be delivered no
        later than 10 days before Closing Date.

   (b)  TITLE EXAMINATION: Buyer will examine the title evidence and deliver
        written notice to Seller, within 5 days from receipt of title
        evidence, but no later than closing, of any defects that make the
        title unmarketable. Seller will have 30 days from receipt of Buyer's
        notice of defects ("Curative Period") to cure the defects at Seller's
        expense. If Seller cures the defects within the Curative Period,
        Seller will deliver written notice to Buyer and the parties will close
        the transaction on Closing Date or within 10 days from Buyer's receipt
        of Seller's notice if Closing Date has passed. If Seller is unable to
        cure the defects within the Curative Period, Seller will deliver
        written notice to Buyer and Buyer will, within 10 days from receipt of
        Seller's notice, either cancel this Contract or accept title with
        existing defects and close the transaction.

   (c)  SURVEY: Buyer may, prior to Closing Date and at Buyer's expense, have
        the Property surveyed and deliver written notice to Seller, within 5
        days from receipt of survey but no later than 5 days prior to closing,
        of any encroachments on the Property, encroachments by the Property's
        Improvements on other lands or deed restriction or zoning violations.
        Any such encroachment or violation will be treated in the same manner as
        a title defect and Buyer's and Seller's obligations will be determined
        in accordance with subparagraph (b) above. If any part of the Property
        lies seaward of the coastal construction control line, Seller will
        provide


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         Buyer with an affidavit or survey as required by law delineating the
         line's location on the property, unless Buyer waives this requirement
         in writing.

                                  MISCELLANEOUS

8.  EFFECTIVE DATE; TIME: The "Effective Date" of this Contract is the date on
    which the last of the parties initials or signs the latest offer. Time is
    of the essence for all provisions of this Contract. All time periods
    expressed as days will be computed in business days (a "business day" is
    every calendar day except Saturday, Sunday and national legal holidays). If
    any deadline falls on a Saturday, Sunday or national legal holiday,
    performance will be due the next business day. All time periods will end at
    5:00 p.m. local time (meaning in the county where the Property is located)
    of the appropriate day.

9.  NOTICES: All notices will be made to the parties and Broker by mail,
    personal delivery or electronic media. Buyer's failure to deliver timely
    written notice to Seller, when such notice is required by this Contract,
    regarding any contingencies will render that contingency null and void and
    the Contract will be construed as if the contingency did not exist. Any
    notice, document or item given to or received by an attorney or Broker
    (including a transaction broker) representing a party will be as effective
    as if given to or by that party.

10. COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer and
    Seller. Except for brokerage agreements, no prior or present agreements
    will bind Buyer, Seller or Broker unless incorporated into this Contract.
    Modifications of this Contract will not be binding unless in writing,
    signed or initialed and delivered by the party to be bound. This Contract,
    signatures, initials, documents referenced in this Contract, counterparts
    and written modifications communicated electronically or on paper will be
    acceptable for all purposes, including delivery, and will be binding.
    Handwritten or typewritten terms inserted in or attached to this Contract
    prevail over preprinted terms. If any provision of this Contract is or
    becomes invalid or unenforceable, all remaining provisions will continue to
    be fully effective. Buyer and Seller will use diligence and good faith in
    performing all obligations under this Agreement. This Contract will not be
    recorded in any public records.

11. ASSIGNABILITY; PERSONS BOUND: Buyer may assign this Contract without
    Seller's written consent. The terms "Buyer," "Seller," and "Broker" may be
    singular or plural. This Contract is binding on the heirs, administrators,
    executors, personal representatives and assigns (if permitted) of Buyer,
    Seller and Broker.

                         DEFAULT AND DISPUTE RESOLUTION

12. DEFAULT: (a) Seller Default: If for any reason other than failure of Seller
    to make Seller's title marketable after diligent effort, Seller fails,
    refuses or neglects to perform this Contract, Buyer may choose to receive a
    return of Buyer's deposit without waiving the right to seek damages or to
    seek specific performance as per Paragraph 14. Seller

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    will also be liable to broker for the full amount of the brokerage fee.
    (b) Buyer Default: If Buyer fails to perform this Contract within the
    time specified, including timely payment of all deposits, Seller may
    choose to retain and collect all deposits paid and agreed to be paid as
    liquidated damages or to seek specific performance as per Paragraph 14;
    and Broker will, upon demand, receive 50% of all deposits paid and
    agreed to be paid (to be split equally among cooperating brokers except
    when closing does not occur due to Buyer not being able to secure
    Financing after providing a Commitment, in which case Broker's portion
    of the deposits will go solely to the listing broker) up to the full
    amount of the brokerage fee.

13. DISPUTE RESOLUTION: This Contract will be construed under Florida law. All
    controversies, claims and other matters in question arising out of or
    relating to this transaction or this Contract or its breach will be settled
    as follows:

    (a)  DISPUTES CONCERNING ENTITLEMENT TO DEPOSITS MADE AND AGREED TO BE
         MADE: Buyer and Seller will have 30 days from the date conflicting
         demands are made to attempt to resolve the dispute through mediation.
         If that fails, Escrow Agent will submit the dispute, if so required by
         Florida law, to Escrow Agent's, a Florida court, Buyer and Seller will
         be bound by any resulting award, judgement, or order.

    (b)  ALL OTHER DISPUTES: Buyer and Seller will have 30 days from the date a
         dispute arises between them to attempt to resolve the matter through
         mediation, failing which the parties will resolve the dispute through
         neutral binding arbitrator in the county where the Property is
         located. The arbitrator may not alter the Contract terms or award any
         remedy not provided for in this Contract. The award will be based on
         the greater weight of the evidence and will state findings of fact and
         the contractual authority on which it is based. If the parties agree
         to use discovery, it will be in accordance with the Florida Rules of
         Civil Procedure and the arbitrator will resolve all discovery-related
         disputes. Any disputes with a real estate licensee named in paragraph
         17 will be submitted to arbitration only if the licensee's broker
         consents in writing to become a party to the proceeding. This clause
         will survive closing.

    (c)  MEDIATION AND ARBITRATION; EXPENSES: "Mediation" is a process in which
         parties attempt to resolve a dispute by submitting it to an impartial
         mediator who facilitates the resolution of the dispute but who is not
         empowered to impose a settlement on the parties. Mediation will be in
         accordance with the rules of the American Arbitration Association
         ("AAA") or other mediator agreed on by the parties. The parties will
         equally divide the mediation fee, if any. "Arbitration" is a process in
         which the parties resolve a dispute by a hearing before a neutral
         person who decides the matter and whose decision is binding on the
         parties. Arbitration will be in accordance with the rules of the AAA or
         other arbitrator agreed on by the parties. Each party to any
         arbitration will pay its own fees, costs and expenses, including
         attorneys' fees, and will equally split the arbitrators' fees and


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        administrative fees of arbitration. In a civil action to enforce an
        arbitration award, the prevailing party to the arbitration shall be
        entitled to recover from the nonprevailing party reasonable attorneys'
        fees, costs and expenses.

                             ESCROW AGENT AND BROKER

14. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit
    and hold funds and other items in escrow and, subject to clearance,
    disburse them upon proper authorization and in accordance with Florida law
    and the terms of this Contract, including disbursing brokerage fees. The
    parties agree that Escrow Agent will not be liable to any person for
    misdelivery of escrowed items to Buyer or Seller, unless the misdelivery is
    due to Escrow Agent's willful breach of this Contract or gross negligence.
    If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent
    will pay the filing fees and costs from the deposit and will recover
    reasonable attorneys' fees and costs to be paid from the escrowed funds or
    equivalent and charged and awarded as court costs in favor of the
    prevailing party. All claims against Escrow Agent will be arbitrated, so
    long as Escrow Agent consents to arbitrate.

15. PROFESSIONAL ADVICE; BROKER LIABILITY. Broker advises Buyer and Seller to
    verify all facts and representations that are important to them and to
    consult an appropriate professional for legal advice (for example,
    interpreting contracts, determining the affect of laws on the Property and
    transaction, status of title, foreign Investor reporting requirements,
    etc.) and for tax, property condition, environmental and other specialized
    advice. Buyer acknowledges that Broker does not reside in the Property and
    that all representations (oral, written or otherwise) by Broker are based
    on Seller representations or public records. Buyer agrees to rely solely on
    Seller, professional inspectors and governmental agencies for verification
    of the Property condition and facts that materially affect Property value.
    Buyer and Seller respectively will pay all costs and expenses, including
    reasonable attorneys' fees at all levels, incurred by Broker and Broker's
    officers, directors, agents and employees in connection with or arising
    from Buyer's or Seller's misstatement or failure to perform contractual
    obligations. Buyer and Seller hold harmless and release Broker and Broker's
    officers, directors, agents and employees from all liability for loss or
    damage based on (1) Buyer's or Seller's misstatement or failure to perform
    contractual obligations; (2) Broker's performance, at Buyer's and/or
    Seller's request, of any task beyond the scope of services regulated by
    Chapter 475, F.S., as amended, including Broker's referral, recommendation
    or retention of any vendor; (3) products or services provided by any
    vendor; and (4) expenses incurred by any vendor. Buyer and Seller each
    assume full responsibility for selecting and compensating their respective
    vendors. This paragraph will not relieve Broker of
    statutory obligations. For purposes of this paragraph, Broker will be
    treated as a party to this Contract. This paragraph will survive closing.

16. BROKERS: The licensee(s) and brokerage(s) named below are collectively
    referred to as "Broker." Instruction to Closing Agent: Seller and Buyer
    direct closing agent to disburse at closing the full amount of the
    brokerage fees as specified in separate


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    brokerage agreements with the parties and cooperative agreements
    between the brokers, except to the extent Broker has retained such fees
    from the escrowed funds. In the absence of such brokerage agreements,
    closing agent will disburse brokerage fees as indicated below. This
    paragraph will not be used to modify any MLS or other offer of
    compensation made by Seller or listing broker to cooperative brokers.


                                        Atlantic Coast Land & Home, Inc.
------------------------------------    ----------------------------------------
Selling Sales Associate  License No.    Selling Firm/Brokerage Fee: ($ or % of
                                        Purchase Price)  $46,500.00

                                        Indian River Real Estate
------------------------------------    ----------------------------------------
Selling Sales Associate  License No.    Selling Firm/Brokerage Fee: ($ or % of
                                        Purchase Price)  $46,500.00

17. ADDITIONAL TERMS:

    Note:

    "I changed 45 day Due Dil to 60 days Due Dil. Because of no survey, no
    environmental, etc. you will need these things if I don't close. If I do
    not close, I will give them to you. I also will get an appraisal.

    Joe P.

                              OFFER AND ACCEPTANCE

(Check if applicable: [ ] Buyer received a written real property disclosure
statement from Seller before making this Offer). Buyer offers to purchase the
Property on the above terms and conditions. Unless this Contract is signed by
Seller and a copy delivered to Buyer no later than 3:00 [ ] a.m. [X] p.m. on
Sept. 16, 2005, this offer will be revoked and Buyer's deposit refunded subject
to clearance of funds.

Date:  9/12/05                       Buyer:_____________________________________
                                     Print name:  Joseph Paladin, President
                                                  ------------------------------
Date:  9/15/05                       Seller:____________________________________
Phone:  772-388-0072                 Print name:  Atlantic Coast Const. &
Fax: 772-388-1930                                 Development, Inc.
E-Mail:______________________        -----------------------------------------
Fax: 772-388-1930                    Address:  730 Commerce Center Dr. #C
                                     Sebastian, FL  32958

Date:  9/12/05                       Buyer:_____________________________________
                                     Print name:  William Dewey Walker
                                                  ------------------------------
Date:  9/15/05                       Seller:____________________________________
Phone: ______________________        Print name:  Delma Jean Walker
                                                  ------------------------------


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Fax: ________________________        Address:  6285 33rd St.
E-Mail:______________________        Vero Beach, FL  32963


                             COUNTER OFFER/REJECTION

[X] Seller counters Buyer's offer (to accept the counter offer, Buyer must sign
or initial the counter offered terms and deliver a copy of the acceptance to
Seller by 5:00 p.m. on September 16, 2005. [ ] Seller rejects Buyer's offer.

Effective Date: ________________ (The date on which the last party signed or
initialed acceptance or the final offer).



Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 11 of 13 Pages.

<PAGE>

ADDENDUM TO CONTRACT

Addendum No. 1 to the Contract dated September 12, 2005 between William Dewey
Walker and Thelma Jean Walker (Seller) and Atlantic Coast Construction and
Development Inc. (Buyer) concerning the property described as:

The west 10 acres of the east 20 acres of tract 11-32-39-32 (the "Contract").
Buyer and Seller make the following terms and conditions part of the Contract:

1.  Buyer agrees to cooperate with the Sellers in order to permit the Seller to
    enter into a tax free exchange (Section 1031) on that portion of the
    Seller's property which does not qualify as the sale of the Sellers'
    personal residence. For purposes of this Agreement, the Parties acknowledge
    that $500,000.00 shall be allocable to the Sellers' personal residence. The
    Seller shall indemnify the Buyer against any additional cost, expense,
    liability, obligation or other financial exposure with respect to its
    assistance and cooperation in regard to the Section 1031 Exchange.

2.  The Sellers obligation to pay any brokerage fee shall not arise unless and
    until the Sellers receive complete payment of the purchase price in
    accordance with the terms of this Contract. Both brokers set forth herein
    acknowledge they are duly licensed as realtors and will provide their
    license to the closing agent at closing.

3.  Sellers shall have the option to continue to operate their citrus sales on
    the premises through March 31, 2006. In the event Sellers provides notice
    to Buyers of the exercise of this option no later than 15 days prior to
    closing Sellers shall provide to the Buyers at closing a copy of their
    general liability policy naming the Buyer as an additional insured and said
    policy shall be continued at not less than its current limits. At closing
    the Sellers shall credit the Buyer with $3.00 representing the rent of $1
    per month for the months of January, February and March, 2006 in the event
    the option is exercised.

                             See Continuation Sheet

[Handwritten note reads:  Cannot agree until I see copy of Policy]

-------------------------------------      -------------------------------------
BUYER                      Date:           SELLER                      Date:

-------------------------------------      -------------------------------------
BUYER                      Date:           SELLER                      Date:


Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
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<PAGE>

ADDENDUM TO CONTRACT            CONTINUATION PAGE

4.  I will save palm tree. I want it to stay. If I do not save tree Seller may
    move. I will save it.

5.  The sale does not include any of the citrus packing equipment, customer
    list or any other property belonging to Walker Citrus.

6.  Sellers shall have the right to remove the 40' by 60' metal building at the
    Sellers sole expense prior to closing. The right to remove said building
    shall be extended until March 21, 2006 in the event Sellers exercise the
    option to continue the citrus sales as permitted above. [Handwritten note
    reads: I need to access property by March 31. Will work with you, Joe]

7.  Buyer acknowledges Buyer is purchasing this property for purposes of
    creating a residential subdivision; no value is attributed to any remaining
    trees or other remaining improvements located on the property.

8.  Notwithstanding the provisions of paragraph 7, in no event shall damage
    created by a hurricane or other storm be deemed to materially affect the
    value of the property.

9.  When you turn over property to me, I want the option to do a 2nd Phase I if
    it is diff. than last Phase I. You must take responsibility. If I elect not
    to do a 2nd Phase I, that is my option.



Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 13 of 13 Pages.