Exhibit
10.7


REAL
PROPERTY SALES CONTRACT


SEMORAN FINANCIAL
CORPORATION, a Florida corporation (“Buyer”), whose principal address is 1211
State Road 436, Suite 127, Casselberry, Florida 32727 (“Buyer’s Address”)
hereby agrees to buy and WENDY’S OF N.E. FLORIDA, INC., a Florida corporation (“Seller”),
whose principal address is P.O. Box 256, 4288 West Dublin-Granville Road,
Dublin, Ohio 43017 (“Seller’s Address”) hereby agrees to sell for the
consideration and upon the terms hereinafter set forth, the real property (the “Real
Property”) located in the State of Florida, County of Seminole, and City of
Casselberry, as depicted on Exhibit A attached hereto and make a part
hereof, which Real Property forms a part of the Wendy’s Old Fashioned
Hamburgers Restaurant commonly known as 386 Highway 435 East, Casselberry,
Florida and legally described on Exhibit B attached hereto and made a
part hereof (the “Wendy’s Parcel”).


Together with all
easements, rights and appurtenances relating to the above-described Real Property,
all buildings, improvements and fixtures located thereon, and all Seller’s
right, title, and interest in and to any streets, roadways, alleys, and/or
sidewalks, both public and private, adjacent to the Real Property (hereinafter,
with the Real Property, collectively called the “Premises”).


ARTICLE 1
– PURCHASE PRICE


1.01.        The purchase price for the Premises
shall be Two Hundred Thousand and no/100 Dollars ($200,000.00) (the “Purchase
Price”), payable in immediately available funds in the form of cash, cashier’s
check or certified check on the day of closing (the “Closing Date”).


ARTICLE 2
- CLOSING


2.01.        Unless otherwise extended by the
provisions of this Real Property Sales Contract (the “Contract”), the closing
of this transaction (the “Closing”) shall be held at the local office of the
title insurance company (the “Title Insurance Company”) issuing the title
insurance commitment specified in Article 7.01(a) not later than ten (10) days
following the satisfaction or waiver of the contingencies specified in Article
7 below.


2.02.        The “Effective Date” of this Contract
shall be the date of full execution hereof. 
The date of full execution hereof shall be deemed to be the last date on
which this Contract has been signed by a party hereto and all changes to the
printed form of this Contract shall have been initiated by the parties;
provided, that the fully executed Contract is received by the other party
hereto within three (3) days of the Effective Date.  If the fully executed Contract is not
received by the other party within said three (3) day period, then the
Effective Date of the Contract shall be deemed to be the date the fully
executed Contract is received by the other party.


ARTICLE 3 – POSSESSION


3.01.        Possession of the Premises shall be
given to Buyer at the Closing in an as-is condition.













3.02.        Seller hereby represents and warrants
that on the Closing Date the Real Property shall be unoccupied and free of any
lease or other right of possession or claim of right of possession by any
person or entity other than Buyer.


ARTICLE 4
– DEED AND OTHER DOCUMENTS


4.01.        Seller shall convey the Premises to
Buyer by recordable limited or special warranty deed (the “Deed”), conveying
good and indefeasible title of record to the Real Property, in fee simple,
warranting title only against claims of those persons claiming by, through or
under Seller, but not otherwise, and subject to the lien of real estate taxes
not yet due and payable, matters of survey, and such restrictions,
reservations, rights-of-way, easements and other matters of record approved in
writing by Buyer or deemed approved as provided in Article 7.01(a) (the “Permitted
Exceptions”).


4.02.        Notwithstanding local practice or custom
to the contrary, all local, municipal, county, state and federal transfer and
conveyance taxes and fees, recording costs and all closing/escrow fees shall be
paid by Buyer at the Closing.


4.03.        The Deed shall contain the following
disclaimer of any further warranties:


Grantor does not warrant either expressly or
impliedly, the condition or fitness of the Premises conveyed, any such warranty
being hereby expressly negated.  Grantee,
acknowledges that it has made a complete inspection of the Premises and is in
all respects satisfied with the Premises and accepts the same “as is”.


4.04.        The Real Property shall be subject to
and the Deed shall contain the restriction that the Real Property shall not be
used for a restaurant use, the primary business of which is the sale of
hamburgers, hamburger products, hot dogs, roast beef, or chicken sandwiches (or
any combination thereof).  For the
purpose of this restriction, as restaurant has the aforesaid products as its
primary business if fifteen percent (15%) or more of its gross sales, exclusive
of taxes, beverage and dairy product sales, consists of sales of hamburgers,
hamburger products, hot dogs, roast beef, or chicken sandwiches (or any
combination thereof).  This restriction
shall burden and run with the Real Property for a period of twenty (20) years
from the date of the Closing, and shall burden the Real Property and the
owners, successors, and assigns thereof.


ARTICLE 5 – TAXES AND ASSESSMENTS


5.01.        Seller shall pay or credit against the
Purchase Price all real estate taxes and assessments, including penalties and
interest, for all tax years preceding the Closing Date, and shall credit a
portion of such taxes and assessments for the tax year in which the Closing is
held, prorated through the Closing Date. 
The proration of such taxes and assessments shall be based on a 365-day
year and on the most recently available rate and valuation and the amount so
computed and adjusted shall be final.



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ARTICLE 6
– RISK OF LOSS


6.01.        The risk of loss, damage or destruction
to the Premises and any improvements thereon through condemnation, fire or otherwise
shall be borne by Seller until the Closing.


ARTICLE 7
– CONTINGENCIES TO CLOSING


7.01.        Buyer’s obligation to close this
transaction is subject to the satisfaction or waiver by Buyer of the following
contingencies:


(a)           Title
Insurance.  Buyer, at Buyer’s option
and expense, obtaining a title insurance commitment (the “Title Commitment”)
for an ALTA standard coverage owner’s title insurance policy (the “Title Policy”).  If the Title Commitment shows any exceptions
to title which are not acceptable to Buyer (“Title Defect”), Buyer shall notify
Seller, in writing, of the Title Defect within the “Inspection Period” (as
defined below).  All matters on the Title
Commitment which are not Title Defects shall automatically be deemed Permitted
Exceptions.  In the event Buyer notifies
Seller of a Title Defect, Seller shall have the privilege, but not the
obligation, to remove and/or satisfy any Title Defect, and shall for this
purpose have a reasonable time not to exceed thirty (30) days following receipt
of Buyer’s written notice of the Title Defect, Seller shall not be required to
bring any action or proceeding or otherwise incur any expense to render the
title to the Real Property acceptable to Buyer. 
Buyer agrees that any Title Defect shall be deemed cured if Seller shall
cause the Title Defect to be deleted from the Title Commitment and the Title
Policy to be delivered to Buyer or shall obtain affirmative title insurance
protection with respect thereto.


(b)           Survey
and Soils Tests.  Buyer, at Buyer’s
option and expense, (i) obtaining and approving a current survey and (ii)
conducting and approving borings, percolations tests, toxic or hazardous
substance tests and other tests (collectively the “Soils Tests”), which survey
and Soils Tests, in Buyer’s reasonable judgment, do not disclose any conditions
rendering the Premises unstable for the intended purpose of Buyer.  Seller grants to Buyer and persons designated
by Buyer the right and permission to enter upon the Premises to survey the
Premises and make Soils Tests, provided that said Soils Tests and survey shall
be conducted so as not to damage the Premises. 
Buyer agrees to indemnify and hold Seller harmless from and against any
cost, damage, or expense Seller may suffer or incur including court costs or
attorney fees arising out of or in connection with such surveying and Soils
Tests.  If said survey or Soils Tests are
unsatisfactory (“Site Defect”), Buyer shall notify Seller, in writing, of the
Site Defect within the Inspection Period. 
Seller shall have the privilege, but not the obligation, of correcting
any Site Defect within a reasonable time not to exceed thirty (30) days
following receipt of written notice from Buyer of such Site Defect.  Seller shall not be required to bring any
action or proceeding or otherwise incur any expense to correct such Site
Defect.


(c)           Environmental
Assessment.  Buyer, at Buyer’s option
and expense, obtaining and approving an environmental assessment of the
Premises, which environmental assessment, in Buyer’s reasonable judgment, does
not disclose any conditions either rendering the Premises unusable for the
intended purpose of Buyer or showing the same to contain asbestos or other
hazardous substances in amounts or levels that are in violation of, or under
threat of violation of, any applicable laws, orders, rules and regulations
related to protection of the environment. 
Seller 



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grants
to Buyer and persons designated by Buyer the right and permission to enter upon
the Premises to conduct such assessment, provided that such assessment shall be
so conducted as not to damage the Premises. 
Buyer agrees to indemnify and hold Seller harmless from and against any
cost, damage, or expense Seller may suffer or incur, including court costs or
attorneys fees, arising out of or in connection with the conduct of such
assessment.  Buyer shall not disclose the
results of such assessment to anyone other than Seller or Buyer’s lender, if
any, and Buyer and Buyer’s lender, if any, shall keep such results
confidential, except to the extent Buyer is obligated to disclose the same by
applicable law, order, rule or regulation, or the same becomes an issue in any
legal proceeding between Seller and Buyer. 
If buyer purchases the Real Property, Buyer shall be entitled to freely
disclose the results of its assessments. 
If such assessment is unsatisfactory (“Environmental Defect”), Buyer
shall notify Seller, in writing, of the Environmental Defect within the
Inspection Period, Seller shall have the privilege, but not the obligation, of
correcting any Environmental Defect within a reasonable time not to exceed
thirty (30) days following receipt of written notification from Buyer of such
Environmental Defect.


(d)           Architectural
and Economic Feasibility.  Buyer, at
Buyer’s expense, determining within the Inspection Period that the development
of the Premises for Buyer’s intended purpose is architecturally and
economically feasible.


(e)           Subdivision.  Buyer, at Buyer’s expense, obtaining any
subdivision which may be required by the appropriate governmental authorities
as a condition to the transfer of title to the Real Property, which Subdivision
will designate separate parcels for the Real Property and the Wendy’s
parcel.  The proposed plan of Subdivision
and the legal descriptions of each parcel must be approved by Wendy’s and
accepted by the appropriate governmental authorities as a condition to the
transfer of title to the Real Property as a separate parcel.  Buyer covenants and agrees to use its best
efforts and all due diligence to obtain the subdivision within the Inspection
Period.


(f)            Site
Plan.  Buyer obtaining Seller’s
approval of Buyer’s sign location and site plan (collectively, the “Site Plan”)
for development of the Premises.  Buyer
shall submit the Site Plan to Seller for approval within thirty (30) days after
the Effective Date.  If Seller fails to
provide Buyer with written approval of the Site Plan within fifteen (15) days
after Seller’s receipt of the Site Plan, the Site Plan shall automatically be
deemed rejected by Seller.  If Seller
fails to approve the Site Plan, and Seller and Buyer cannot resolve Seller’s
objections to their mutual satisfaction within thirty (30) days following the
submission of the Site Plan to Seller, then this Contract shall automatically
terminate, the Deposit shall be refunded to Buyer and both parties shall be
relieved from any obligations and/or liabilities under this Contract, unless
Seller and Buyer shall mutually agree to extend the time for obtaining approval
of the Site Plan by Seller, or Seller, by written notice to Buyer, waives
Seller’s right to require approval of the Site Plan.


7.02.        Buyer shall have ninety (90) days
following the Effective Date of this Contract in which to satisfy itself as to
the contingencies referred to in paragraphs 7.01(a), (b), (c), (d), (e), and
(f) (said 90-day period shall hereinafter be referred to as the “Inspection
Period”).  In the event any of the
aforesaid contingencies have not been satisfied within the Inspection Period
and Seller is unable to cure a Title Defect, Site Defect or Environmental
Defect as heretofore provided, this 



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Contract
shall automatically terminate, the Deposit shall be refunded to buyer and both
parties shall be relieved from any obligations and/or liabilities under this
contract unless Buyer shall accept such conditions as Seller may be able to
deliver, without reduction of the Purchase Price or any credit against the
Purchase Price and without liability on the part of the Seller.  In the event Buyer fails to give Seller
notice of its failure to satisfy any of the foregoing contingencies, then Buyer
shall be conclusively deemed to have waived its rights under this Article 7 and
the contingencies shall be deemed satisfied.


7.03.        In the event the foregoing contingencies
are satisfied or waived as provided above, both parties shall proceed to the
Closing.


ARTICLE 8
– BROKER


8.01.        Buyer and Seller represent that they
have not dealt with any brokers who claim a commission hereunder except L. S.
Simmons, whose commission shall be paid by Seller upon the Closing of this
transaction.  Buyer and Seller represent
and warrant to one another that no other real estate brokers or agents have
been used or consulted in connection with the purchase and sale of the Real
Property and each covenants and agrees to indemnify and save the other harmless
from any actions, damages, fees, real estate commissions, costs, and/or
expenses (including reasonable attorneys’ fees) resulting from or claimed to be
due on account of the purchase and sale of the Real Property due to the acts of
the indemnifying party.


ARTICLE 9
– NOTICES


9.01.        All notices, demands and requests by
either party to the other shall be in writing signed by the party serving the
same and shall be deemed affective upon (a) actual delivery, if delivered by personal
delivery, or (b) five (5) business days after deposit in the United States
Registered or certified mail, postage prepaid, return receipt requested, or (c)
one (1) day after deposit with an overnight courier service for next day
delivery, with postage prepaid, or (d) actual delivery if transmitted by
facsimile during normal business hours (8:00 a.m. – 5:00 p.m.) for the
recipient; provided, however, that the same notice is also deposited on the
same day with an overnight courier for next day delivery, with postage
prepaid.  If the notice is intended for
Seller, it shall be delivered to P.O. Box 256 (U. S. Mail only), 4288 West
Dublin-Granville Road, Dublin, Ohio 43017 Attention: Legal Department, Seller’s
facsimile number is (614) 764-3243.  If
the notice is intended for Buyer, it shall be sent to Buyer’s Address as
provided above.  Buyer’s facsimile number
is (407) 830-6538.  Either party may
change its notice address hereunder by written notice to the other party.


ARTICLE
10 - DEPOSIT


10.01.      Buyer will deposit with the Title
Insurance Company, within three (3) days after the Effective Date, the sum of
Five Thousand and no/100 Dollars ($5,000.00) by cash, cashier’s check or
certified check (the “Deposit”) which Buyer and Seller agree shall be held in trust.  At the Closing, the amount of the Deposit
shall be credited against the Purchase Price or returned to Buyer.



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ARTICLE
11 - DEFAULT


11.01.      If Seller defaults and fails to cure any
default within fifteen (15) days after receipt of written notice from Buyer,
then, upon demand of Buyer, the Deposit shall be refunded and this Contract
shall automatically terminate and both parties shall be relieved from any
obligations and/or liabilities under this Contract or Buyer may sue for
specific performance.  If Buyer defaults
and fails to cure any default within fifteen (15) days after receipt of written
notice from Seller, then the Deposit shall be paid to Seller as liquidated
damages, this Contract shall automatically terminate, and both parties shall be
relieved from any obligations and/or liabilities under this Contract.


ARTICLE
12 – Intentionally Omitted


ARTICLE
13 – GENERAL PROVISIONS


13.01.      This Contract (including the exhibits
hereto, all of which are specifically incorporated herein) constitutes the
entire agreement between the parties and there are no representations, oral or
written, relating to the Premises or to this transaction which have not been
incorporated herein.  Any agreement
hereafter made shall be ineffective to change, modify or discharge this
Contract in whole or in part unless such agreement is in writing and signed by
a duly authorized officer or duly authorized person on behalf of the party
against whom enforcement of any change, modification or discharge is sought.


13.02.      The headings of the Articles in the
Contract have been inserted for convenience only and shall in no way modify or
restrict any provisions hereof or be used to construe any such provisions.


13.03.      If two or more persons constitute the
Buyer, the word “Buyer” shall be construed as if it reads “Buyers” throughout
the Contract.


13.04.      In the event of the bringing of any action
or suit by either party against the other or arising out of this Contract, the
party in whose favor final judgment shall have been entered shall be entitled
to recover from the other party all costs and expenses of suit including
reasonable attorney’s fees.


13.05.      This Contract and the rights granted in
this Contract are personal unto Buyer and may not be assigned, transferred or
conveyed by Buyer in whole or in part without the prior written consent of
Seller.


13.06.      Time is of the essence with respect to the
performance of any obligation or the delivery of any Notice required in this
Contract.


13.07.      This Contract may be executed in multiple
counterparts, each of which shall be considered to be an original document.



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13.08.      This Contract shall inure to the benefit
of and bind the parties hereto, their respective heirs, executors,
administrators, personal and/or legal representatives, successors and assigns.


13.09.      The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision, and to this end the provisions of this Contract are declared
to be severable.  It is the intention of
the parties that, if any provision of this Contract is susceptible of two or
more constructions, one which would render the provision enforceable and the
other or others of which would render the provision unenforceable, then the
provision shall have the meaning that renders it enforceable.


13.10.      Unless otherwise expressly provided in
this Contract, a party shall not be liable to the other party for delays or
failures in performance of any of its obligations under this Contract because
of acts of God; acts of a public enemy; acts of war, whether declared or
undeclared; instructions; riots; fires; explosions; accidents; epidemics;
quarantine restrictions; acts of government; failures of transportation;
freight embargoes; strikes or other labor disputes causing work to be stopped,
slowed or interrupted; or any other force majeure, provided that such delays or
failures were beyond that party’s reasonable control and were not caused by its
fault or negligence.  If a delay or
failure of performance occurs that is excusable under this provision, the
period for performance shall be extended for a time equal to the time lost
because of the force majeure.


13.11.      Buyer and Seller agree to execute such
instruments and documents and to undertake such actions as may be reasonably
required in order to consummate the purchase and sale herein contemplated and
shall use their commercially reasonable efforts to accomplish the purchase and
sale in accordance with the provisions hereof.


13.12.      If any date hereunder fails on a Saturday,
Sunday or legal holiday, such date shall automatically be extended until the
next following business day.  For purpose
of this Contract, Saturday is not a “business day.”


13.13.      The waiver or failure to enforce any
provision of this Contract shall not operate as a waiver of any future breach
of any such provision or any other provision hereof.


13.14.      Except as otherwise provided herein, each
of the parties shall pay its own fees and expenses in connection with this
Contract.


13.15.      The provisions of this Contract are for
the benefit of Buyer or Seller, and no other parties shall have any right or
claim against Buyer or Seller by reason of this Contract or be entitled to
benefit therefrom or to enforce any of the provisions thereof.


ARTICLE
14 – CONSTRUCTION OF CONTRACT


14.01.      Seller and Buyer hereby acknowledge that
they have each read, understood and had the opportunity to be advised by legal
counsel as to all of the provisions of this Contract.  Should any provision of this Contract require
judicial interpretation, it is agreed that any court interpreting this Contract
shall not apply a presumption that the terms hereof should be construed 



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more
strictly against one party than the other by reason of the rule that a document
is to be more strictly construed against the party who prepared the document or
the initial draft of the document.  Both
parties acknowledge that this Contract is the product of extensive negotiations
between the parties and that both parties have contributed substantially to the
final preparation of the terms and provisions of this Contract.  Typewritten or handwritten provisions
inserted in this Contract and initialed by both parties, and any amendment or
addenda initialed or signed by both parties, shall control in the event of any
conflict or inconsistency with any other provisions of this Contract, and
handwritten provisions initialed by both parties shall control over typewritten
provisions.


ARTICLE
15 – AUTHORITY


15.01.      By execution of this Contract, the
undersigned, signing on behalf of Buyer, hereby represents and warrants that
(i) this Contract has been duly authorized and executed on behalf of Buyer, and
constitutes a valid and binding agreement of Buyer; (ii) Buyer has obtained all
consents, releases and permissions and given all required notifications related
to the transactions herein contemplated and required under any covenant,
agreement or encumbrance to which Buyer is a party or by which Buyer is bound;
(iii) Buyer now has, and on the date of Closing will have, full right and
authority to execute and deliver this Contract, and all documents and
instruments required of it for the performance of this Contract; and (iv) Buyer
is now; and on the date of Closing will be, a corporation duly organized, validly
existing and in good standing under the laws of the state of its incorporation.


15.02.      By execution of this Contract, the
undersigned, signing on behalf of Seller, hereby represents and warrants that
(i) this Contract has been duly authorized and executed on behalf of Seller,
and constitutes a valid and binding agreement of Seller, (ii) Seller has
obtained all consents, releases and permissions and given all required
notifications related to the transactions herein contemplated and required
under any covenant, agreement or encumbrance to which Seller is a party or by
which Seller is bound; (iii) Seller now has, and on the date of Closing will
have, full right and authority to execute and deliver this Contract and all
documents and instruments required of it for the performance of this Contract,
and (iv) Seller is now, and on the date of Closing will be a corporation duly
organized, validly existing and in good standing under the laws of the state of
its incorporation.


ARTICLE
16 – ACCEPTANCE


16.01.      Although Buyer and Seller have negotiated
this Contract in full, this Contract shall be considered to be an offer made by
the part first executing it, which offer shall expire at midnight EDT on               ,
2007, unless fully executed counterparts of this Contract, executed by the party
to whom this offer had been made, shall have been received by the offering
party (in accordance with Article 9 hereof).


	
  Signed by Buyer this 27

  	
  Signed by Seller this

  	
   

  	
   

  
	
  day of February,
  2007.

  	
  day of

  	
   

  	
  , 2007

  
						



 



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  BUYER:

  	
  SELLER:

  	
   

  
	
   

  	
   

  	
   

  
	
  SEMONRAN
  FINANCIAL

  	
  WENDY’S OF N.E. FLORIDA, INC.

  
	
  CORPORATION

  	
   

  	
   

  
	
  Tax I.D. No.

  	
   

  	
   

  	
  Tax I.D/ No. 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Law Dept.

  	
   

  	
   

  
												



 



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