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                                  EXHIBIT 10.11

             AGREEMENT TO PURCHASE BUSINESS DATED DECEMBER 16, 1996,
                     BETWEEN THE COMPANY AND CRAIG S. JONES

                         AGREEMENT TO PURCHASE BUSINESS

     This Agreement ("Agreement") made this 16th day of December,  1997, between
Crowell & Co., Inc. ("Crowell"),  a corporation organized and existing under the
laws of the State of Georgia,  hereinafter referred to as "Seller," and Craig S.
Jones, an individual, hereinafter referred to as "Buyer."

     The parties recite and declare:

     WHEREAS,  The Seller owns a tennis and pool  facility  known as  Petersburg
Racquet Club ("PRC"), which operates as a division of Seller.

     WHEREAS, Seller also maintains a commercial real estate brokerage business,
a land development business, Ivey Homes, Inc. and Keystone Homes, Inc. which are
not involved or contemplated by this Agreement.

     WHEREAS,  That the Agreement is specifically limited to the sale of the PRC
division of Seller.

                                   SECTION ONE
                                   DEFINITIONS

As used herein the following terms are defined as follows:

PETERSBURG  RACQUET  CLUB REAL ESTATE:  The real estate  denoted by the attached
plat  (Buyer and Seller  agree that time is of the essence in the  execution  of
this  Agreement.  Seller is  presently  having a plat  prepared  which should be
completed by December  19, 1997) which  includes but is not limited to the pool,
the 8 hard courts, the 7 soft courts,  the clubhouse,  the two parking lots, and
the  land  adjacent  to  Courts  6 and 7  which  may be used  to  construct  two
additional tennis courts.

NET RECEIVABLES:  All trade accounts  receivable of PRC at the end of the day on
the date of closing.

TENNIS  MAINTENANCE  EQUIPMENT:  All equipment existing and used exclusively for
the maintenance of the tennis courts and grounds of PRC and listed on Exhibit A.

OFFICE  EQUIPMENT:  All  office  equipment  existing  and used in the  clubhouse
operations of PRC and listed on Exhibit A.

FURNITURE: All furniture existing and used in the clubhouse of PRC and listed on
Exhibit A.

POOL  FURNITURE:  All lawn  furniture  existing  and used at PRC and  listed  on
Exhibit A.

INVENTORY: All tennis racquets, clothing, shoes, tennis accessories,  concession
items, and various tennis accessories, stored in the clubhouse.

CROWELL  DEVELOPMENTS:  The  subdivisions  known as Bakers Ferry,  The Boulders,
Cedar  Rock,  Chaparral,  The Summit at Jones  Creek,  and the  Village at Jones
Creek.

ENCUMBRANCES: The first mortgage on the PRC real estate with SouthTrust Bank and
all utility and governmental easements. The second mortgage described in Section
Four will also be an  encumbrance  upon the closing of the sales  transaction as
described in this Agreement.

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                                   SECTION TWO
                                SALE OF BUSINESS

     Seller  desires to sell and Buyer  desires to buy the assets of PRC for the
price and on the terms and conditions hereinafter set forth.

     Crowell  will  sell  to  Buyer  free  and  clear  of  all  liabilities  and
encumbrances (except as set forth in Section Four) all of the assets of PRC (the
"Assets"),  which includes but is not limited to goodwill,  the name  Petersburg
Racquet  Club,  Petersburg  Racquet Club real estate,  net  receivables,  tennis
maintenance  equipment,   office  equipment,   furniture,  pool  furniture,  and
inventory.  Seller  agrees  to assign  for the  benefit  of  Buyer,  any and all
contract  rights  related to PRC. There shall be no assumption of liabilities by
the Buyer except as set forth in Section Four.

                                  SECTION THREE
                          PRC USE AGREEMENT FOR CROWELL

     Buyer agrees to provide  Seller with 7 memberships  at PRC for Seller's own
use at no charge for initiation fees or dues to the member.  Memberships granted
under this section shall be subject to normal rules  regarding  facility  usage.
Buyer may not arbitrarily  terminate memberships granted under this section. Any
membership  terminated which has been granted under this section must be for the
cause of willful and gross  violation  of the normal  rules  regarding  facility
usage. Seller may assign these memberships to anyone of its own choosing. Seller
agrees to provide  buyer  with a list of the  memberships  Seller has  assigned.
Memberships  under this agreement will pay for any charges that the members make
such as lessons,  concessions,  and merchandise purchases.  Seller will have the
right to amend the list of the memberships upon written notice to Buyer.

     Seller and its subsidiaries shall have the right to use the conference room
and deck of PRC for normal business  meetings in which businesses Seller and its
subsidiaries  are engaged upon reasonable  notice to the Buyer.  This right will
terminate on December 31, 2002.

                                  SECTION FOUR
                                  CONSIDERATION

     In  consideration  for the  transfer  of the assets of PRC Buyer  agrees to
compensate  Seller in the amount of (1) $  805,000.00  for the PRC real  estate,
tennis maintenance  equipment,  office equipment,  furniture and pool furniture;
and (2) a to be determined amount for inventory and net receivables as described
below as follows: 

A)   The sum of One  Hundred  Thousand  Dollars  ($100,000.00)  on or before the
     closing date of December 31, 1997.

B)   Execute a Promissory  note in favor of Seller for the sum of  approximately
     One  Hundred  Twenty  five  Thousand  Dollars  ($125,000.00)  at an  annual
     interest rate of 8.25 percent  secured by a security deed on the Petersburg
     Racquet Club real estate and all personal property assets of PRC, evidenced
     by a UCC filing.  The note will accrue  interest  for the first year of the
     note. At the end of the first year of the note,  the accrued  interest will
     be added to the principal amount of the note, and thereafter  interest only
     will be paid monthly until December 31, 2002 when the note will become due.
     The note will be due five years from the closing  date of December 31, 1997
     which is December 31, 2002.  The note cannot be fully paid and the security
     interest released until the assumed mortgage referenced in

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     Item C below is fully paid and/or  satisfied or the Seller is released from
     all  liability  on the  assumed  mortgage.  The  promissory  note  will  be
     personally guaranteed by the Buyer.

C)   Assume the existing first mortgage with  SouthTrust  Bank on the Petersburg
     Racquet Club real estate which amounts to  approximately  $580,000.00.  The
     total  debt  assumed  and  incurred  in Items B and C will be  $705,000.00.
     (i.e., If the assumed loan balance is $575,000.00  then the promissory note
     in Item B above will be $ 130,000.00.)

D)   Eighty five percent of Net Receivables at the time of closing to be paid as
     received by Buyer.  Such  payment on receipts  will be due on Friday of the
     following week of receipt of the receivable. Seller will provide Buyer with
     a detailed listing of net receivables as soon as practicable after closing.
     Seller will identify charges for past due membership dues on such list.

E)   Inventory  existing at the date of closing  will be  purchased at cost by a
     method acceptable to both Buyer and Seller.

                                  SECTION FIVE
                                  EARNEST MONEY

     In  consideration  for the  execution  of this  agreement  Buyer  agrees to
deposit with William R. Coleman,  escrow agent,  the sum of twenty five thousand
dollars ($25,000.00).  This money will be credited against money due at the time
of closing.  In the event the Buyer is unable to close this  transaction  due to
Buyer's  breach the Buyer will forfeit this  amount.  The earnest  money will be
refundable  if Buyer is unable  to  obtain  financing  for the  purchase  of PRC
through the  assumption or the  wraparound of the Seller's loan as referenced in
Section Four.

                                   SECTION SIX
                          ALLOCATION OF PURCHASE PRICE

     The purchase price as stated in the above Section Four will be allocated to
the various assets of the business at closing.

                                  SECTION SEVEN
                                     CLOSING

     This consummation of the sale and purchase transaction contemplated by this
Agreement  shall take place on or before  December  31,  1997.  At such time the
Seller will deliver to the Buyer a Bill of Sale, a General  Warranty  Deed,  and
all  other  instruments  as is  required  for the  proper  consummation  of this
transaction.  On such  closing  date,  adjustments  will be made for premiums on
insurance, taxes, membership dues, and any other items which require adjustment.

     At closing,  Seller shall  deliver or cause to be  delivered  to Buyer,  at
Seller's sole cost and expense,  and in addition to the other documents provided
for herein,  each of the  following  items:  

A)   A bill of sale duly  executed by Seller,  conveying  to Buyer the  personal
     property assets

B)   Such  evidence  or  documents  as may be  reasonably  required by the Title
     Company and counsel to Buyer  evidencing  the status and capacity of Seller
     and the  authority of the person of persons who are  executing  the various
     documents on behalf of the Seller in connection with the sale of the Assets

C)   All Keys to all locks on the PRC real  estate (to the extent  that such are
     available) and an accounting for keys in possession of others;  all on-site
     books  and  records  pertaining  to the  Assets  (but  expressly  excluding
     information  tax returns of Seller) and  originals of all

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     documents in the  possession  of the Seller  pertaining  to members of PRC,
     including, but not by way of limitation,  all applications,  correspondence
     and credit reports relating to each such member;

D)   A letter,  executed by Seller,  advising the PRC members of the sale of the
     Assets to Buyer and directing  that dues and other  payments  thereafter be
     sent or delivered  to Buyer,  which letter may be delivered by Buyer to the
     tenants or posted in a conspicuous place in PRC.

     At closing,  Seller shall pay the following costs of such closing: All fees
and costs for releasing all encumbrances,  liens and security interest of record
which are not Encumbrances, surveyor's fees, transfer taxes levied on account of
the  transfer of the PRC real estate from Seller to Buyer;  and  Seller's  legal
fees incurred in connection  with this  transaction.  At closing Buyer shall pay
the following costs of such closing: the premium for the Owner's Policy of Title
Insurance to be issued by Title Company in connection with this transaction; the
fees for recording the Deed: and Buyer's legal fees incurred in connection  with
this transaction.

                                  SECTION EIGHT
                              CROWELL DEVELOPMENTS

     Buyer agrees to waive membership  initiation fees to PRC for new homebuyers
in Crowell  developments  provided  the new  homebuyer  joins PRC within 60 days
after the purchase of the new home.

                                  SECTION NINE
                              RECORDS AND THE LIKE

     All on site  records,  customers'  lists,  correspondence,  all  files  and
advertising materials, and data relating to PRC are included in the sale. Seller
will retain original  invoices for PRC related  business  transacted  before the
date of  closing.  Buyer will have the right to  inspect  these  invoices  as it
reasonably relates to the conduct of Buyer's business.

                                   SECTION TEN
                                   ARBITRATION

     All disputes  arising  under this  Agreement or related to this sale (other
than claims in equity) shall be resolved by arbitration  in accordance  with the
Commercial   Arbitration   Rules  of  the  American   Arbitration   Association.
Arbitration shall be by a single arbitrator  experienced in the matters at issue
and  selected  by the  Seller  and  Buyer  in  accordance  with  the  Commercial
Arbitration Rules of the American Arbitration Association. The arbitration shall
be held in such place in Augusta, Georgia, as may be specified by the arbitrator
(or any place  agreed to by the  Seller,  the  Buyer  and the  arbitrator).  The
decision  of the  arbitrator  shall  be  final  and  binding  as to any  matters
submitted under this Agreement;  provided,  however, if necessary, such decision
and satisfaction  procedure may be enforced by either the Seller or the Buyer in
any court of record having  jurisdiction  over the subject matter or over any of
the parties to this  Agreement.  All costs and expenses  incurred in  connection
with any such arbitration proceeding (including reasonable attorneys fees) shall
be borne by the party against which the decision is rendered, or, if no decision
is rendered, such costs and expenses shall be borne equally by the Seller as one
party  and the Buyer as the  other  party.  If the  arbitrator's  decision  is a
compromise,  the  determination  of which  party or parties  bears the costs and
expenses  incurred in connection with any such  arbitration  proceeding shall be
made by the  arbitrator  on the  basis  of the  arbitrator's  assessment  of the
relative merits of the parties' positions.

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                                 SECTION ELEVEN
             CONTINUATION OF BUSINESS RELATIONSHIP BEYOND AGREEMENTS

     The parties  recognize that in making this agreement the  compatibility  of
the  organizations.  It is the intent of both  organizations  that the  business
relationship  as formally  outlined in the above  agreement will continue beyond
the expiration of any agreements.

                                 SECTION TWELVE
                             ADDITIONAL INDEBTEDNESS

     The  Buyer  agrees  not  to  incur  additional   indebtedness  against  the
Petersburg  Racquet Club real estate and personal  property  assets than what is
set forth in Section  Four of the  Agreement,  which is a total of  $705,000.00,
without first obtaining the express written consent of Seller.

                                SECTION THIRTEEN
               WOODED AREA BETWEEN LOWER HARD COURTS AND THE PASS

     Seller agrees to maintain a natural  screening  buffer between The Pass and
the lower hard  courts for as long as Seller  owns that  property.  In the event
Seller  sells  this  property  Buyer  shall  have the first  right of refusal to
purchase this property at the offered contractual price.

                                SECTION FOURTEEN
                            REPRESENTATIONS OF SELLER

     Seller shall provide to Buyer, at Seller's expense prior to closing, a plat
of the PRC real estate. Seller represents to Buyer that:

A)   Seller has  marketable fee simple title to the PRC real estate subject only
     to the Encumbrances. To Seller's knowledge there are no easements affecting
     the PRC real estate which interfere with PRC's present operation.

B)   The  Assets  will be  maintained  in at least as good a  working  order and
     condition as of the date of this Agreement, normal wear and tear excepted.

C)   To  Seller's  knowledge,  the PRC real  estate  is  properly  zoned for its
     present use.

D)   Seller has no knowledge  of (i) any  condemnation  proceedings  having been
     instituted  or  threatened  against  the PRC  real  estate  or any  portion
     thereof, and (ii) pending public improvements in , about or outside the PRC
     real estate which will in any manner affect access to the PRC real estate.

E)   To the best of its knowledge, Seller has received no notice of any claim of
     violation of any  ordinance,  rule, or regulation  of any  government  with
     jurisdiction,  or any agency,  body or subdivision  thereof,  affecting the
     condition or operation of PRC.

F)   To the best of its knowledge,  Seller believes the PRC real estate has been
     constructed and/or maintained without the use of asbestos or PCB's or other
     hazardous substances,  and no governmental authority has notified Seller of
     the need to take corrective action regarding elimination or control of such
     hazardous or dangerous substances on or about the PRC real estate.

G)   To the best of its  knowledge,  Seller  believes the PRC real estate is not
     located in the 100 year flood plain;  has  adequate  drainage and water run
     off facilities;  the parking areas are free from significant standing water
     after a rainfall; and no fees, connection charges or

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     assessments  are due or pending for the  installation  or  operation of any
     drainage, or water run off facilities related thereto.

H)   To the best of its  knowledge,  Seller  believes  there  are no  structural
     defects in any of the PRC improvements,  including without limitation,  any
     structural defects in the foundations, exterior walls, and roofs.

I)   To the best of its  knowledge,  Seller  believes no portion of the PRC real
     estate  is  affected  by any  special  assessments,  whether  or not a lien
     thereon,  and there is no proceeding  pending as of the date hereof for the
     increase of the assessed valuation of any portion of the PRC real estate.

J)   Each party  executing and delivering this Agreement and all documents to be
     executed and delivered on behalf of Seller in regard to the consummation of
     the transaction contemplated hereby has due and proper authority to execute
     and deliver same.

                                 SECTION FIFTEEN
                                 BINDING EFFECT

     The parties agree that this Agreement  shall be governed by,  construed and
enforced in accordance with the laws of the State of Georgia.

     Seller shall have the right upon reasonable notification, to review records
material to performance under this Agreement.

     The parties  agree that the  failure of either  party to insist upon strict
compliance  with any of the  provisions of this contract shall not be considered
to be a waiver of any subsequent default of the same or similar nature.

     The parties agree that in the event any provisions have been deemed invalid
or unenforceable for any reason, all other provisions shall nevertheless  remain
in full force and effect.

     The parties agree that this  Agreement  will bind and inure to their heirs,
executors,  administrators,  successors,  and assigns.  Such assignment will not
relieve Buyer from personal obligation under the terms of this Agreement.

     The parties agree that this  Agreement  shall be executed in triplicate and
each document shall be considered an original.

     In witness  whereof,  the parties have executed this  agreement on the 16th
day of December 1997.

Witness                                   SELLER:  Crowell & Co., Inc.

---------------------------------         --------------------------------------
                                          Otis L. Crowell
                                          As it's President

                                          BUYER:  Craig S. Jones

---------------------------------         --------------------------------------
NOTARY PUBLIC, Richmond County, Georgia
My Commission Expires: