Exhibit
10.5


CONTRACT
OF SALE AND PURCHASE


THIS CONTRACT FOR SALE AND PURCHASE
(the “Contract”) is made and entered into this 27th day of October, 2006, by and between RICHARD W. BILLIG (“Seller”) and ALBERT R.
COOK, AS TRUSTEE (“Buyer”).


WITNESSETH:


WHEREAS, Seller is the record
owner of fee simple title to the Property, as hereinafter defined; and


WHEREAS, Buyer desires to
acquire the Property, as hereafter defined; and


WHEREAS, Buyer has agreed to
purchase and Seller has agreed to sell the Property, as hereinafter defined,
but only the terms and subject to the conditions hereinafter set forth.


NOW THEREFORE, for and in
consideration of the premises hereof, the sums of money to be paid hereunder,
the mutual covenants herein contained, and for other good and value
considerations, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto do covenant, stipulate and agree as follows, to wit:


1.             Incorporation.  The above recitals and all Exhibits referred
to in this Contract are incorporated into and made a part of this Contract.


2.             Description
of Property.  The property which is
to be sold and conveyed by Seller and purchased and accepted by Buyer pursuant
to this Contract (all of which will hereinafter be referred to as the “Property”)
will consist of the following, to wit:


A.            Approximately 0.66
acres of certain real property located at 380 E. Semoran Blvd., City of
Casselberry, County of Seminole, State of Florida, which is more particularly
described on Exhibit “A” attached hereto,
and all improvements, tenements, hereditaments, rights, privileges and
easements thereunto belonging and all other tangible and intangible rights
relating in any way thereto (collectively, the “Land”); and


B.            All warranties and
guaranties, if any, affecting or benefiting the Land or the development of the
Land and all other tangible and intangible rights relating to or benefiting the
Land in any way (the “Agreements”); and


C.            All permits, licenses,
approvals from all applicable governmental authorities having jurisdiction over
the Land relating to the Land or to the use and development thereof, which have
heretofore been or may hereafter be obtained by Seller or any other party with
respect to the Land or any other aspect of the Land (hereinafter together referred
to as the “Permits”); and


D.            All plans, studies,
reports, surveys, site plans, engineering studies, tests, investigation results
(including without limitation, building analyses, structural evaluations, soil
and environmental studies and reports), appraisals, economic analyses, designs
and other similar documentation, if any, in the possession or control of Seller
or











its agents, consultants,
contractors or employees, which are used or useful, directly or indirectly, in
connection with the Land or the potential development thereof or with respect
to any other aspect of the Land (hereinafter together referred to as the “Plans”).


3.             Agreement
to Sell and Purchase.  Seller hereby
agrees to sell and convey and Buyer hereby agrees to purchase and accept the
Property upon the terms and subject to the conditions set forth in this
Contract.  The property is being sold “AS
IS”, without warranty or representation, except as set forth herein, in the
condition in which it exists as of the date of this Lease.  The Building is being sold “AS IS”, “WHERE IS”
and “WITH ALL FAULTS” and Buyer agrees to accept same without any adjustments
or allocation for any adjustment or allocation for any repairs thereto.  Buyer acknowledges that Buyer has been
informed by Seller that there is an abandoned swimming pool under the wooden
shed on the Property, and that there is no warranty of any kind or guaranty
with regard thereto.


4.             Purchase
Price and Method of Payment.  Subject
to credits, adjustments and prorations for which provisions are hereinafter
made in this Contract, the total Purchase Price for the Property to be paid by
Buyer and received and accepted by Seller is ONE MILLION TWO HUNDRED
SEVENTY-SIX THOUSAND AND 00/100 DOLLARS ($1,276,000.00) (hereinafter referred
to as the “Purchase Price”), or such greater or lesser amount as may be
necessary to complete the payment of the Purchase Price after credits,
adjustments and prorations.  Such
Purchase Price and other sums of money required to be paid pursuant to this
Contract will be paid in the manner and at the times following, to wit:


A.            Earnest Money
Deposit:  Promptly after Buyer’s
receipt of the executed Contract from Seller, Buyer will deliver over to Escrow
Agent the Buyer’s check in the sum of FIFTY THOUSAND AND 00/100 DOLLARS
($50,000.00) (the “Deposit”) to be held in an interest bearing money market
account at a federally insured financial institution acceptable to Buyer and
Escrow Agent and interest earned thereon shall be reported under the United
State Taxpayer Identification Number 20-3622467.  All interest earned on the Deposit, or any
portion thereof, shall be deemed to constitute a portion of the Deposit and
shall be disbursed in accordance with the terms of this Contract.  At closing, the Deposit will be paid over to
the Seller and applied and credited in reduction of the Purchase Price
otherwise payable to Seller hereunder.


B.            Balance of Purchase
Price:  The balance of the Purchase
Price, or such greater or lesser amount as may be necessary to complete the
payment of the Purchase Price after credits, adjustments and prorations, will
be paid to Seller by Buyer via Escrow Agent at the closing hereunder in cash,
by cashier’s check, federal funds wire transfer, or other immediately available
fund or other funds acceptable to Seller at the time of closing.


5.             Title
Evidence.  Within twenty (20) days
after the Effective Date, Buyer will obtain, at Buyer’s cost and expense, an
ALTA Form B Commitment for an owner’s title insurance policy (the “Commitment”)
issued by Chicago Title Insurance Company (the “Title Company”) through its
agent, Holland & Knight LLP, in the face amount of the Purchase Price,
evidencing whether Seller is vested with good and marketable record fee simple
title to the Land, The Commitment will be accompanied by true, complete and
legible copies of all documents











creating
or evidencing any exception to title noted in the Commitment.  A copy of the Commitment will be delivered to
Seller.  The Commitment will evidence the
requirements subject to which Title Company will insure in Buyer good and
marketable record fee simple title to the Land subject only to those matters to
be approved by Buyer during the Inspection Period (the “Permitted Exceptions”).  If required by Buyer, the Commitment will
provide that the policy to be issued pursuant thereto shall be accompanied by
comprehensive, survey, access, patent, water and/or contiguity endorsements.


In
the event that the Commitment discloses that the title to the Land is
unmarketable or if the Commitment otherwise discloses exceptions objectionable
to Buyer (other than current year’s taxes and any liens and encumbrances to be
discharged by Seller through the payment of money at closing), Buyer may notify
Seller of that fact in writing prior to the end of the Inspection Period.  Such written notice will specify those
particular liens, encumbrances, exceptions, qualifications or defects listed in
the Commitment which are not acceptable to Buyer (any such liens, encumbrances,
exceptions, qualifications or defects will hereinafter be referred to as “Title
Defects”).  Within ten (10) days of
receipt of said notice, Seller shall notify Buyer whether it has elected to
attempt to cure the Title Defects, or to terminate this Contract.  If Seller elects to attempt to cure the Title
Defects, he shall have until five (5) days before the last day of the Inspection
Period to bring about the record cure or elimination of the Title Defects to
the reasonable satisfaction of Buyer, its attorneys and Title Company in such
manner as to permit Title Company to either (a) endorse the Commitment so as to
delete the Title Defects from the Commitment or (b) issue an endorsement or a
new commitment for title insurance which meets the foregoing requirements of
this Paragraph 5 and does not contain exceptions for the Title Defects.  If Seller is successful in curing or
eliminating the Title Defects within said time period, the closing hereunder
will take place on the date hereinafter specified in Paragraph 9 of this
Contract.  If Seller is unable to cure or
eliminate the Title Defects, or initially or subsequently elects not to attempt
to cure or eliminate the Title Defects, he shall so notify Buyer in writing and
Buyer shall have ten (10) days from receipt of said notice to elect either to
(a) accept title subject to such exceptions; or (b) terminate this
Contract.  In the event that Buyer elects
to terminate this Contract due to the existence of uncured Title Defects by
giving written notice of that fact to Seller, the Deposit, with interest, shall
be refunded by Buyer and all rights, obligations, and liabilities of the
parties under this Contract will cease, terminate and be null and void.  The right of the Buyer to terminate this
Contract on account of uncured Title Defects is supplementary and in addition
to Buyer’s right to terminate during the Inspection Period, on the basis
specified in Paragraphs 7 and 8 below.


6.             Survey.  During the Inspection Period, Buyer will
obtain, at Buyer’s sole expense, a complete, accurate and current boundary and
improvements survey of the Land, specifically describing the Land (and all
easements which are an encumbrance thereon or are appurtenant thereto as
described or contemplated in the Commitment) by metes and bounds legal
description (hereinafter referred to as the “Survey”).  The Survey will be prepared by a land
surveyor selected by Buyer, who is duly registered and licensed as such in the
state where the Land is located, will meet or exceed the minimum requirements
of the American Land Title Association and will be sealed and certified by the
surveyor to Seller, Buyer, Title Company and such other parties as Buyer may
require.  The Survey will specifically
reflect on the face thereof a statement of the number of acres contained within
the perimeter boundaries of the Land to the nearest one hundredth of an
acre.  To the extent that the survey will
reveal or reflect any encroachments,











overlaps,
gaps, strips, gores or other matters evidencing claims or potential claims of
third parties or otherwise adversely affecting title to the Land, any easements
appurtenant thereto or any other aspects of the Land, then Buyer may give
Seller notice of any objections to same with fifteen (15) days from receipt of
the Survey, and such objections will otherwise be treated at Title Defects to
which the provisions of Paragraph 5 of this Contract will apply.


7.             Inspections.  In order to facilitate Buyer’s investigations
and inspections of the Property as hereinafter permitted, Seller agrees to
deliver to Buyer, within ten (10) days following the Effective Date, Seller’s
existing environmental inspection report, any appraisals, copies of all leases,
expenses, Agreements, Permits, Plans, engineering studies, rent rolls, and existing
surveys or title insurance policies regarding the Property (hereinafter
referred to as the “Inspection Documents”) which Seller may have in its
possession or control or which are in the possession or control of any agent,
attorney, employee, consultant or contractor of Seller.  In the event Seller does not deliver the
Inspection Documents to Buyer within such time, the Inspection Period shall be
extended by the same number of days that the delivery of the Inspection
Documents to Buyer is delayed.  Until
closing, the Inspection Documents will remain the property of Seller and will
be returned to Seller in the event this Contract does not close or is
terminated, and in the event the sales closes, the Inspection Documents will be
retained by and become the property of Buyer.


Buyer,
its employees, consultants, contractors, architects, engineers and other agents
and representatives will have one hundred twenty (120) days following the
Effective Date (which period is hereinafter referred to as the “Inspection
Period”) within which to undertake such physical inspections and other
investigations (including, without limitation, soil, geotechnical,
environmental, transportation, zoning and land use studies and analyses) of and
concerning the Property as may be necessary or advisable, in Buyer’s sole
discretion, in order to evaluate the physical and other characteristics of the
Property and its potential for the development contemplated by Buyer, as well
as such other matters as will be deemed by Buyer to be necessary or advisable,
in Buyer’s sole discretion, in order for Buyer to evaluate the Property and
determine the feasibility of Buyer’s purchase of the same.  For such purpose, Seller hereby grants to
Buyer and its agents or assigns full right of entry upon the Land and any part
thereof during the Inspection Period for the purpose of undertaking such
inspections, tests, surveys and investigations. 
In connection with the foregoing, Seller acknowledges and agrees that
Buyer and Buyer’s representatives will have the right to meet with and discuss
the Property with any or all of Buyer’s agents, attorneys, consultants,
including engineers, planners, architects and other persons who have knowledge
of the Property, that may be helpful to Buyer in connection with Buyer’s
investigations during the Inspection Period. 
Buyer will also have the right to discuss the Land and any aspect
thereof with all applicable governmental entities or agencies having
jurisdiction over the Land.  Seller will,
at its expense, cooperate with Buyer in connection with such investigations and
will authorize any such consultants, agents, attorneys, employees or
representatives of Seller to deliver all information requested by Buyer,
without cost to Buyer, and make the same available for inspection and copying
by Buyer.  It is expressly provided,
however, that Buyer, as a condition to the exercise of such right of entry,
will be deemed to have agreed, and does hereby agree, to indemnify and save and
hold Seller harmless from and against all liens, claims, loss or damage to the
Property which may be occasioned by reason of Buyer’s wrongful exercise of such
right of entry, and that such indemnification will expressly survive the
termination of this Contract.











8.             Unacceptability
of Inspections. In the event that the results of the inspections,
investigations, reviews and feasibility studies to which reference is
hereinabove made in Paragraph 7 are, in Buyer’s sole opinion and within Buyer’s
sole discretion, unacceptable to Buyer for any reason whatsoever, and Buyer (or
Buyer’s attorneys) so notifies Seller of that fact on or before the expiration
of the Inspection Period, then, at Buyer’s option and upon Buyer’s written
request, this Contract will forthwith and thereupon be terminated, become null
and void, and be of no further force and effect; and all parties hereto will
thereupon be relieved and absolved of any further liabilities or obligations
whatsoever to each other hereunder, except with respect to those liabilities or
obligations hereunder which are expressly intended to survive the termination
of this Contract, and Escrow Agent shall promptly return to Buyer all deposits
lodged by Buyer hereunder together with all interest accrued thereon.


9.             Closing.  Subject to the curative periods set forth in
Paragraphs 5 and 6 of this Contract, and also subject to the fulfillment or
satisfaction of all contingencies or other conditions precedent to Buyer’s
obligation to consummate and close the transaction contemplated in this
Contract, the transaction contemplated in this Contract will be closed and the
aforesaid Special Warranty Deed and other closing documents reasonably required
by either party will be executed and delivered on or before ten (10) business
days following the expiration of the Inspection Period (hereinafter referred to
as the “Closing Date”).  The Closing Date
will be selected by the Buyer and Buyer will provide Seller and Escrow Agent
with not less than five (5) days prior written notice of the Closing Date
selected by Buyer which may not be on a Saturday, Sunday, or legal
holiday.  The closing will take place on
the specified Closing Date at the offices of Holland & Knight LLP at 10:00
a.m. (or such other time and place as may be agreed upon by Buyer and Seller,
in writing).  At the option of either
party, closing may be conducted by the distribution and delivery of documents
via overnight delivery service, with original executed closing documents being
returned to Escrow Agent on the specified Closing Date.


10.           Obligations
at Closing.


A.            Seller will execute
and deliver to Buyer, as applicable, at closing:


(1)           A duly executed Special
Warranty Deed in recordable form approved by the Buyer and Title Company and as
otherwise provided above conveying fee simple title to the Land, and any
applicable portions of the Property susceptible of being conveyed by deed, free
and clear of all liens, encumbrances, and exceptions except for matters
approved by Buyer pursuant to Paragraph 5 above (“Permitted Exceptions”).


(2)           Documentation required
by Title Company to clear title to the Land of all liens, encumbrances, title
defects, and other unpermitted title exceptions, if any.


(3)           An Owner’s Affidavit
from Seller as reasonably requested by the Buyer and Title Company.


(4)           A duly executed Closing
Statement.











(5)           A duly executed
Certification of Non-Foreign status as required by Section 1445 of the Internal
Revenue Code, or documentation satisfactory to Buyer and Escrow Agent that
Seller and the Purchase Price for the Property are not subject to withholding
in accordance with requirements of the Internal Revenue Code.


(6)           A duly executed general
warranty bill of sale conveying all personalty to Buyer free and clear of all
liens and claims.


(7)           Such other documents
duly executed in recordable form, as are contemplated herein or reasonably
required by Buyer to consummate the purchase and sale contemplated herein.


B.            Buyer will deliver at
closing:


(1)           Cash, cashier’s check
or immediately available funds for the balance of the Purchase Price, after
adjustments, prorations and similar matters.


(2)           A duly executed Closing
Statement.


(3)           Such other documents
duly executed by Buyer as are contemplated herein or reasonably required by
Seller to consummate the purchase and sale contemplated herein.


C.            Commitment
Endorsement.  Buyer’s obligation to
close is expressly conditioned upon the Buyer obtaining an endorsement to the
Commitment marked up by a representative of Title Company contemporaneously
with the Closing as to (i) satisfy all requirements to the issuance of a policy
pursuant to it, (ii) advance the effective date to a date not earlier than the
Closing Date without the addition of any title exceptions other than Permitted
Exceptions, and (iii) result in an unconditional binding obligation on the part
of Title Company to issue a final policy pursuant to the Commitment.


11.           Closing
Costs.  Except as otherwise provided
in this Contract, Seller will pay the following closing costs in connection
with closing the sale and purchase of the Property: (a) property transfer
taxes, documentary stamp taxes or similar charges, (b) real estate commissions.
(c) preparation and recording of any instruments required to correct any title
objections, (d) Seller’s attorneys’ fees, and (e) any other closing costs which
are not specified as the responsibility of the Buyer.  Seller will pay all assessments certified or
pending against the Land as of the Closing, and all real estate taxes payable
as of the Closing Date.  Except as
otherwise provided in this Contract, Buyer will pay the following closing costs
in connection with closing the sale and purchase of the Property: (a) the cost
of any title search and the cost of the Commitment and Title Policy, (b) the
cost of the Survey, (c) all costs of recording the property transfer documents
in the public records, (d) all costs or fees associated with Buyer’s financing
of the acquisition of the Property, and (e) Buyer’s attorneys’ fees.


12.           Prorations.  Ad valorem real and personal property taxes
for the year of closing will be prorated as of the date of closing.  If, however, the amount of such taxes for the
year of closing cannot be ascertained, the rates, millages and assessed
valuations for the previous year











based
upon the amount of tax actually paid by Seller, will be used as an estimate,
and tax prorations based on such estimate will be readjusted when the actual
tax bills for the year of sale are received, such obligation to survive the
closing.


13.           Possession;
Transfer of Property.  Possession of
the Property will be delivered by Seller to Buyer at the time of closing
hereunder, subject to Seller’s right to relocate his business from the
Property, as set forth in Paragraph 31 below. 
Prior to closing and the delivery of possession as aforesaid, Seller
will remain the owner of the Property and will bear the risk of all loss of
whatever nature, except as provided in Paragraph 7 hereof with respect to loss
occasioned as a result of Buyer’s inspections and investigations of the
Property.  At closing, Seller will
deliver and transfer to Buyer all Agreements, Permits, Plans and other things
which are appurtenant to or relate in any way to the Land.


14.           Representations,
Warranties and Covenants of Parties. 
Seller represents to the Buyer and warrants the following, to wit:


A.            That Seller is the
owner of the Land in fee simple title free of all claims, liens, mortgages,
charges or encumbrances of any nature whatsoever, except for matters set forth
in Buyer’s title insurance commitment, and Seller has full power and legal
right and authority to enter into and perform its obligations under this
Contract, and the consummation of the sale and purchase transaction
contemplated herein will not result in the breach of or constitute a default
under any agreement or instrument by which Seller is bound.


B.            As of the date of this
Contract, there are no pending or threatened litigation, administrative
proceedings (formal or informal) or arbitrations against Seller in respect of
or affecting the Land, or any pending or threatened eminent domain,
condemnation or other governmental takings of the Land or any portion or
portions thereof.


C.            As of the date of this
Contract, there are no bankruptcy or insolvency proceedings or assignments for
the benefit of creditors or mortgage foreclosure proceedings pending or
threatened against or contemplated by Seller or with respect to the Land,
except for proceedings which can be discharged in full by the payment of money
available from Seller’s net proceeds under this Contract at closing, and prior
to closing Seller will not file any such bankruptcy or insolvency proceedings
or make any such assignments for the benefit of creditors.


D.            Seller shall not sell,
transfer, convey, encumber, or cause to be sold, transferred, conveyed, or
encumbered, or enter into any agreement to sell, transfer, convey, or encumber
its interest in the Property or any part thereof, or otherwise perform or
permit any act or event that shall diminish, encumber, or affect Seller’s
rights in and to the Property or prevent it from performing fully its
obligations hereunder.


E.             There are no on or
off-record agreements, oral or written, with any third party or with the City
of Casselberry, County of Seminole, other regulatory bodies or any











municipality with respect
to the Property or the ownership, use or operation thereof, except as have been
disclosed by Seller to Buyer in writing.


F.             Seller has not
received and has no knowledge of any notices from any city, state, or other
governmental authority of zoning or other code violations in respect to the
Land.


G.            Seller has not
manufactured or disposed of any Hazardous Substances (as hereinafter defined)
on the Land, or stored or used any such Hazardous Substances on the Land in
such quantities, concentrations, forms or levels, or otherwise in a manner
which is in violation of any applicable environmental laws.  “Hazardous Substance” means any toxic or
hazardous waste, pollutants or substances, including, without limitation,
asbestos, PCB’s, petroleum products and by-products, substances defined or
listed as “hazardous substance,” “toxic substance,” “toxic pollutant,” or
similarly identified substance or mixture, on or pursuant to any environmental
law, including, but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et.
seq., the Hazardous Materials Transportation Act, 49 U.S.C. §1802, et.
seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et.
seq., as amended as well as any waste or landfill materials.  Seller has not received any notices from any
federal, state or local governmental authority having jurisdiction over the
Land to the effect that the Land is not in’ compliance with any of such
environmental law, regulations, authority, agreements and permits, or is the
subject of any federal, state, or local investigation evaluating whether any
remedial action is needed to respond to a release of any Hazardous Substance
into the environment from the Land and there are no pending actions with
respect to the Land under any environmental laws, regulations, authority,
agreements and permits.  No hazardous
material, pollutant, or contaminant has been released or discharged by Seller
on the Land or into any water body on the Land. 
There is no underground or buried storage tank, drum or other container
located on the Land.


H.            There is no pending
litigation or dispute involving or concerning the location of the boundaries of
the Land or any other applicable portion of the Property.


I.              There is no tenant
or any other occupant of the Land or any other person having any right or claim
to possession or use of the Land after the Closing Date, and possession of the
Land shall be delivered to Buyer free of rights or claims of any tenants,
occupants or parties in possession.  The
Land is not homestead property.


J.             Seller has not
received any notice or communication from any governmental entity indicating
that any condition exists with respect to the Land that violates any city,
county, state or federal law, ordinance, regulation, ruling or code. Seller has
not received from any insurance carrier insuring or proposing to insure the
Land or any other person any notice or other communication noting any dangerous
or illegal condition at the Land or any other condition at the Land otherwise
requiring material corrective action.











Seller
acknowledges that Buyer is relying upon each of the foregoing representation
and warranties in entering into this Contract. Seller further acknowledges that
each of the foregoing representations and warranties, except as may otherwise
be provided hereinabove, will be true and correct and be deemed to have been
made as of the Effective Date and again as of the time of closing
hereunder.  Such warranties and
representations will expressly survive closing hereunder and Seller will remain
fully liable to Buyer for any loss, damages, costs, or expense incurred by
Buyer arising out of the breach or inaccuracy of any such warranty or
representation.


Buyer
represents to Seller and warrants the following, to wit:


A.            That Buyer has full
power and legal right and authority to enter into and perform its obligations
under this Contract, and the consummation of the sale and purchase transaction
contemplated herein will not result in the breach of or constitute a default
under any agreement or instrument by which Buyer is bound.


B.            As of the date of this
Contract, there are no pending or threatened litigation, administrative
proceedings (formal or informal) or arbitrations against Buyer that would
prevent Buyer from completing this transaction.


C.            As of the date of this
Contract, there are no bankruptcy or insolvency proceedings or assignments for
the benefit of creditors or mortgage foreclosure proceedings pending or
threatened against or contemplated by Buyer, and prior to closing Buyer will
not file any such bankruptcy or insolvency proceedings or make any such
assignments for the benefit of creditors.


Buyer
acknowledges that Seller is relying upon each of the foregoing representation
and warranties in entering into this Contract. 
Buyer further acknowledges that each of the foregoing representations
and warranties, except as may otherwise be provided hereinabove, will be true
and correct and be deemed to have been made as of the Effective Date and again
as of the time of closing hereunder. 
Such warranties and representations will expressly survive closing hereunder
and Buyer will remain fully liable to Seller for any loss, damages, costs, or
expense incurred by Seller arising out of the breach or inaccuracy of any such
warranty or representation.


15.           Conditions
Precedent to Closing.  Buyer’s
obligation to close the sale and purchase transaction contemplated in this
Contract will be and is expressly conditioned upon the occurrence or
satisfaction of the following events, conditions and requirements as to the
applicable closing, to wit:


A.            That at the time of closing
hereunder all warranties, representations and covenants of the Seller described
in Paragraph 14 hereof will be true and correct and there will have been no
breach or breaches of the same and that all obligations of Seller provided in
this Contract will have been fully performed by Seller or will have been waived
by Buyer in writing.


B.            That at the time of
closing hereunder there will be no pending or threatened injunctions or court
orders in effect which would interfere with the immediate use or occupancy of
the Land for Buyer’s intended use.











C.            That at the time of
closing there will be no litigation or administrative proceedings (formal or
informal) pending or threatened against or relating to either the Land or any
portion or portions thereof or against or relating to Seller, which affect the
Land.


D.            That except as
otherwise provided in Paragraph 27 hereof, at the time of closing there are no
known pending or threatened condemnation or eminent domain proceedings against
or in any way affecting or pertaining to the Land or any portion or portions
thereof, or any known pending or threatened suits, actions or other proceedings
against Seller affecting the Land or its ultimate development and use by Buyer
and the development and use of the Land are not in any manner encumbered or
adversely affected by any judgment, order, writ, injunction or rule or
regulation of any court or governmental agency or officer.


E.             That at the time of
closing hereunder all of Buyer’s contingencies and preconditions to closing as
set forth herein will have been satisfied or waived in writing by Buyer.


If
on the applicable Closing Date, any of the Conditions set forth above will not
be met, then (except in the event of a default by Seller hereunder for which
Buyer’s remedies will be as provided in Paragraph 16 below) Buyer’s sole remedy
will be to terminate this Contract by written notice to Seller, whereupon Buyer’s
Deposit, with interest, shall be refunded, this Contract will be and become
null and void, and all parties hereto will be relieved and absolved of any
further liability or obligations hereunder.


16.           Default.  In the event Buyer defaults hereunder or
fails to perform any of the covenants of this Contract on its part to be
performed within the time or times specified herein, Seller may terminate this
Contract and, as its sole remedy, receive from Escrow Agent and retain Buyer’s
Deposit.  In the event Seller defaults
hereunder or fails to perform any of the covenants of this Contract on its part
to be performed within the time or times specified herein.  Buyer will have the right to (i) terminate
this Contract and receive a refund of Buyer’s Deposit or (ii) sue for specific
performance.


17.           Assignability.  Seller agrees that this Contract will be
assignable by Buyer without the consent of Seller (but with prior written
notice to Seller), to any affiliate of Buyer or other entity formed by Buyer
for purposes of purchasing the Property (an “Affiliate”).  Any other assignment of the Contract shall be
subject to Seller’s consent, which will not be unreasonably withheld or
delayed.


18.           Litigation
and Attorneys’ Fees.  In the event it
will be necessary for either party to this Contract to bring suit to enforce
any provision hereof or for damages on account of any breach of this Contract
or of any warranty, covenant, condition, requirement or obligation contained
herein, the prevailing party in any such litigation, including appeals, will be
entitled to recover from the other party, in addition to any damages or other
relief granted as a result of such litigation, all costs and expenses of such
litigation and a reasonable attorneys’ fee as fixed by the Court.











19.           Survival
of Provisions.  The provisions of
this Contract will survive the closing hereunder.


20.           Time
of Essence.  It is expressly agreed
by both the Seller and Buyer that time is of the essence of this Contract and
in the performance of all conditions, covenants, requirements, obligations and
warranties to be performed or satisfied by the parties hereto.  Waiver of performance or satisfaction of
timely performance or satisfaction of any condition, covenant, requirement,
obligation or warranty by one party will not be deemed to be a waiver of the
performance or satisfaction of any other condition, covenant, requirement, obligation
or warranty unless specifically consented to in writing.


21.           Notices.  Any notice or other communication permitted
or required to be given hereunder by one party to the other will be effective
upon receipt or attempted delivery, in writing, by delivery prior to 5:00 p.m.
on any business day, or mailed (by registered or certified United States Mail;
postage prepaid, return receipt requested), or transmitted via telecopy or
facsimile transmission prior to 5:00 p.m. on any business day, to the party entitled
or required to receive the same, as follows:


	
  TO SELLER:

  	
   

  	
  Richard W. Billig

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Phone:

  	
  (

  	
       

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  Fax: 

  	
  (

  	
       

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With Copy To:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Phone:

  	
  (

  	
       

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  Fax: 

  	
  (

  	
      

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TO BUYER:

  	
   

  	
  Albert R. Cook

  
	
   

  	
   

  	
  c/o

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Phone:

  	
  (

  	
      

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  Fax: 

  	
  (

  	
      

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TO ESCROW AGENT:

  	
   

  	
  Hugh Palmer, Esq.

  
	
   

  	
   

  	
  1150 Louisiana
  Ave., Suite 6-8

  
	
   

  	
   

  	
  Winter Park, FL
  32769

  
	
   

  	
   

  	
  Phone:

  	
  (

  	
      

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  Fax: 

  	
  (

  	
      

  	
  )

  	
   

  	
   

  
														












22.           Governing
Law and Binding Effect.  This
Contract and the interpretation and enforcement of the same will be governed by
and construed in accordance with the laws of the state in which the Land is
located and will be binding upon, inure to the benefit of, and be enforceable
by the parties hereto as well as their respective heirs, personal
representatives, successors and assigns.


23.           Integrated
Contract, Waiver and Modification. 
This Contract represents the complete and entire understanding and
agreement between the parties hereto with regard to all matters involved in
this transaction and supersedes any and all prior or contemporaneous
agreements, whether written or oral.  No
agreements or provisions, unless incorporated herein, will be binding on either
party hereto.  This Contract may not be
modified or amended nor may any covenant, agreement, condition, requirement,
provisions, warranty or obligation contained herein be waived, except in
writing signed by both parties or, in the event that such modification,
amendment or waiver is for the benefit of one of the parties hereto and to the
detriment of the other, then the same must be in writing signed by the party to
whose detriment the modification, amendment or waiver inures.


24.           Real
Estate Commission.  Seller shall pay
a real estate commission of $62,000.00 to Liberty Universal Management, Inc.
and $62,000.00 to L. G. Simmonds Real Estate Corp.  Each of Seller and Buyer warrants to the
other that, other than as stated in this Paragraph, no commissions are payable
or due to any other broker or finder in connection with this Contract or the
transaction contemplated herein and each of Seller and Buyer agrees to
indemnify, defend and hold the other harmless from and against any commissions
or fees or claims for commissions or fees arising under the indemnifying party,
which indemnification will expressly survive the termination of this Contract
and the Closing of the sale and purchase of the Property contemplated by this
Contract.  The representations,
warranties, and indemnification set forth in this Paragraph will survive the
closing hereunder.


25.           Confidentiality.  Except as is necessary to undertake and
complete Buyer’s inspection of the Property, Buyer and Seller agree to maintain,
and to cause their respective employees, brokers, counsel and other
consultants, advisors and agents to maintain, the highest degree of
confidentiality with respect to the subject matter of this Contract.


26.           Effective
Date of Contract.  The effective date
of this Contract (the “Effective Date”) will be that date when the last of one
of the Seller and the Buyer has properly executed this Contract as determined
by the dates set forth immediately below the respective signatures of Seller
and Buyer.  Notwithstanding the
foregoing, this Contract shall be null and void if Seller fails to execute the
Contract within fifteen (15) days after Buyer’s execution of the Contract.


27.           Condemnation.  If any condemnation or similar action is
instituted or threatened prior to closing, Buyer may, at its option, either (a)
terminate this Contract, and be released of all further liability hereunder, or
(b) proceed to close and receive all condemnation proceeds.  Immediately upon learning of such pending or
threatened action, Seller will notify Buyer and Buyer will be permitted to
participate in all negotiations and proceedings with respect thereto.


28.           Escrow
Agent.  Escrow Agent will hold, keep
and deliver all documents and funds lodged hereunder by the parties with the
Escrow Agent in accordance with the terms and











provisions
of this Contract.  In the even of any
litigation or controversy related to documents and funds lodged hereunder by
the parties with the Escrow Agent, the Buyer and Seller will each be obligated
to pay one-half of Escrow Agent’s fees and costs incurred as a result of such
litigation or controversy.  Escrow Agent
will be liable only to hold said sums and deliver the same to the parties named
herein in accordance with the provisions of this Contract, it being expressly
understood that by acceptance of this Contract, Escrow Agent is acting in the
capacity of a depository only with respect to the funds lodged hereunder by the
parties with the Escrow Agent and will not be liable or responsible for, and
Buyer and Seller hereby expressly indemnify and save and hold Escrow Agent
harmless against, any and all damages, losses or expenses unless same will have
been caused by the gross negligence or willful malfeasance of Escrow Agent.  In the event of any disagreement among the
parties to this Contract, or among them or any of them and any other party
resulting in any adverse claim and demands being made in connection with or for
the monies involved herein or affected hereby, Escrow Agent will be entitled to
refuse to comply with any such claims or demands so long as the disagreement
may continue; and in so refusing Escrow Agent will make no delivery or other
disposition of any of the monies then held by it under the terms of this
Contract and in so doing Escrow Agent will not become liable to anyone for such
refusal; Escrow Agent will be entitled to continue to refrain from acting until
(a) the rights of the Adverse claimants will have been finally settled by
binding arbitration or finally adjudicated by a court assuming and having
jurisdiction over the monies involved herein or affected hereby, or (b) all
differences will have been adjusted by agreement between or among the parties
and Escrow Agent will have been notified in writing of such agreement signed by
the parties hereto.  Further, Escrow
Agent will have the right at all times to pay all sums held by it (i) to the
appropriate party under the terms hereof, or (ii) into any court of competent
jurisdiction after a dispute between or among the parties hereto has arisen,
whereupon Escrow Agent’s obligations hereunder will terminate.


29.           Radon
Gas.  Radon is a naturally occurring
radioactive gas that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to it over
time.  Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida.  Additional information regarding radon and
radon testing may be obtained from your county public health unit.


30.           1031
Tax Free Exchange.  It is understood
by the parties that either Seller or Buyer may enter into a 1031 Tax Free
Exchange with regard to the Property, and the other party shall fully cooperate
with the exchanging party in such exchange transaction; provided however, the
exchanging party shall be responsible for any additional costs or expenses
arising directly and indirectly as a result of such exchange transaction
incurred by the other party, and the other party shall incur no additional
liability in connection therewith.


31.           Occupancy
After Closing.  Seller shall have up
to thirty (30) days after Closing to relocate his business and vacate the
Property; all equipment and furniture shall be removed from the Property and
the Property shall be left in a safe, broom clean condition.  Seller shall deposit in escrow with Hugh M.
Palmer, Esquire, at Closing the sum of $10,000.00; in the event Seller fails to
vacate the Property within said 30 day period, or fails to leave the Property
in a safe, broom clean condition, Buyer shall be entitled to draw upon the
escrowed funds to cover any costs or expenses incurred by it in obtaining
possession of the Property or restoring same to a safe, broom clean
condition.  In the event Seller fails to
vacate the Property within said 30 day 











period
or leave same in a safe, broom clean condition, Buyer also may pursue any
remedy available at law or in equity to remove Seller from the Property and/or
restore same, and collect any and all damages it incurs relating to such
actions, as well as an award for attorneys’ fees and costs relating to any such
action.  


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IN WITNESS
WHEREOF, the parties have caused these presents to be executed as of the day
and year first above written.


	
  Signed, sealed and delivered

  	
   

  	
   

  
	
  in the presence
  of:

  	
   

  	
  “SELLER”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Robert
  Michael Holley

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Robert Michael
  Holley

  	
   

  	
  By:

  	
  /s/ Richard W. Billig

  
	
   

  	
   

  	
  Name: Richard W. Billig

  
	
   

  	
   

  	
   

  
	
  /s/ Christopher
  E. Powell

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Christopher E.
  Powell

  	
   

  	
  Date:

  	
  October 25, 2006

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “BUYER”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sharon E.
  Hunt

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Sharon E. Hunt

  	
   

  	
  By:

  	
  /s/ Albert R. Cook

  
	
   

  	
   

  	
  Name: Albert R. Cook, as Trustee

  
	
  /s/ Olga Soltesz

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Olga Soltesz

  	
   

  	
  Date:

  	
  October 27, 2006