OPM – 1 LLC

I N V E S T M E N T R E P O RT

O C T O B E R 3 , 2 0 1 2

CONTENTS

To the Shareholders

YUM Brand Fast Food Contracts

CHEVRON CORPORATE

MOORESVILLE, NC Contract

To the Shareholders

RE: Sale of OPM – 1 LLC

The sale of the OPM – 1 LLC property was based on Suncoast Oil’s owner, Steve Dunn’s health. Over the past year, I noticed a number of irregularities in his attitude and personality and, unfortunately, Mr. Dunn committed suicide several months later.

Real estate deals, these days, seem to have a little more value than when we started OPM – 1 LLC in 2009. I have been working diligently putting several other real estate deals together that would be to our advantage should these deals come to fruition.

Purchasing commercial investment real estate takes much longer to develop than purchasing a single family property including zoning approvals, committee approvals and permit approvals. OPM – 1 LLC has a great opportunity, moving forward, to significantly increase its value due to a strong credit history over the past two and a half years, positive cash flow and cash on hand.

It is my hope that you will continue to have confidence in its ability to grow your investment. I have included several outlines that we are working on and remember, we will not take a risk and purchase a property without a strong credit tenant in place.

Respectfully,

Acquire property Asking price 1495 4th St. S, Kelly’s Car Wash $ 450,000421 15th Ave. S, Sampson Federal Inc. $ 150,000

Total Price $ 600,000Proposed Rent Income:

Years Annual RentMonthly

Rent CapPotential

Selling Price1 - 5 58,000.08 4,833.34 7.0 773,334.40 6 -10 60,900.00 5,075.00 7.0 812,000.00

11 - 15 63,945.00 5,328.75 7.0 852,600.00 16 - 20 67,142.28 5,595.19 7.0 895,230.40

Tenant background: YUM! Brand is the world's #1 fast-food company, operating Taco Bell, KFC and Pizza Hut. Taco Bell is the #1 Mexican fast-food chain in the US with more than 5,600 locations. The restaurants feature a wide range of Mexican-style menu items.

Please visit the YUM website at http://www.yum.com/annualreport/ for additional information and presentation on this number one company.

Yum! Brands, Inc.(NY: YUM)66.47 USD +0.02 (+0.03%) Updated: 9:40 AM EDT, Oct 3, 2012 /

NASDAQ Official PriceOpen Price/Date $ 66.85 Oct 03, 2012

Close Price/Date $ 66.44 Oct 02, 2012

9/05/2012

Jared M Samonc/o OPM – 1 LLC1830 26th St. NSt. Petersburg, FL 33713

RE: 1510 4th St. South, St. Petersburg, FL

Dear Jared,

The following proposal establishes the basic terms and conditions Taco Bell of America, LLC [Tenant] is willing to have submitted to [Landlord] OPM-1 LLC for review in connection with the lease of the below described Premises. The terms contained herein are not to be considered an offer of any kind and are nonbinding on Taco Bell of America, LLC, its affiliates, employees, or agents, and may be subject to change. Furthermore, any binding transaction is subject to Tenant's senior management approval, approval by Tenant's legal department and each parties' execution of a mutually acceptable agreement. As such, the following basic terms and conditions are proposed for a Lease:

1. Tenant: Taco Bell of America, LLC

2. Landlord (entity and address):To be supplied by broker.

3. Premises: 1510 4th St., St. Petersburg, FL, See attached exhibit B

4. Premises size and/or dimensions: 4th St. South, aprx. 190' X 121, parcel butting drive lane 'aprx.105' X 105"

5. Term: Twenty (20) years

6. Options: Four (4) five (5) year options

7. Term Base Rent:

Years 1-5 $58,000 annually, payable in monthly installments of $4,833.33Years 6-10 $63,800 annually, payable in monthly installments of $5,318.50Years 11-15 $70,180 annually, payable in monthly installments of $5,849.00Years 16-20 $77,198 annually, payable in monthly installments of $6,433.167

8. Option Base Rent: The Base Rent for Options shall renew at a rate increase of 10% every five (5) years:

Years 21-25 $84,918 annually, payable in monthly installments of $7,076.50Years 26-30 $93,410 annually, payable in monthly installments of $7,784.17Years 31-35 $102,751 annually, payable in monthly installments of $8,562.58Years 36-40 $113,026 annually, payable in monthly installments of $9,418.83

9. Effective Date: The date upon which both Landlord and Tenant have executed the Lease and a signed original is received by Tenant's Law Department. Per Tenant's company policy, Landlord is to sign the proposed Lease first, with Tenant to execute same after obtaining senior management approval.

10. Rent Commencement: The earlier of (a) the date on which Tenant opens its facility to the public for business, or (b) one hundred and twenty (120) days after (i) Landlord have delivered possession of the Premises to Tenant with all of Landlord's Work

complete and (ii) all permits are received by Tenant.11. Tenant Use: Tenant shall have the right to use the Premises for any lawful purpose.12. Assignment, Subletting: Tenant shall have the right to assign or sublet the Premises without the consent of Landlord.13. Title: Landlord shall deliver the Premises to Tenant free and clear of all improvements, liens, encroachments and hazardous

materials. Tenant shall be entitled to record a Memorandum of Lease and Declaration of Restrictive Covenants.14. Contingencies:

Inspection Contingency: Tenant shall have ninety (90) days from the Effective Date to inspect the Premises and to review survey and title. Landlord shall grant Tenant the right to enter upon the Premises to perform its inspections.Permitting Contingency: Tenant shall have a sufficient period time as established by Tenants outside consultants, typically 6 - 9 months from the Effective Date to obtain all permits necessary to construct and operate a quick service restaurant business, with a drive-through. Tenant shall use all reasonable efforts to obtain such permits. Tenant shall have the right to three (3) extensions of thirty (30) days each.

15. Site Preparation: Landlord shall deliver the Premises graded and compacted (in accordance with Tenant'srequirements), with adequate utilities installed to a point within five feet of the proposed building pad.

16. Restrictions on Use of Other Property: Landlord shall not allow the use of any real property leased or owned by Landlord and located within one (1) mile of the exterior boundary of the Premises (a) for the sale of prepared (i) Mexican food or (b) which interferes with access to the Premises or visibility from streets adjacent to the Premises of Tenant Improvements, including Tenant's building and signs.

17. Brokerage: Landlord shall pay any brokerage commissions, as detailed in a separate agreement with Robert Mathews [Broker].

18. Right to Terminate: Tenant shall have the right to terminate the Lease 1) prior to the rent commencement date upon payment to Landlord of $25,000 and 2) anytime during the Lease term upon payment to Landlord of 2 times the then prevailing rent.

19. Lease Form: The Lease shall be prepared by and be on Tenant's form.

This Is a Non-Binding Letter of Intent

This Letter of Intent does not constitute a contract to lease. The parties agree to negotiate diligently and in good faith in an attempt to reach agreement on a final lease within a period of 90 days. During such period, Landlord shall not market the Premises to any other person or negotiate with any person with respect to the Premises.

A contract will not exist unless and until the parties have executed a formal written lease. Only the entity identified as Tenant herein is undertaking the obligations, if any, of this Letter of Intent or any resulting lease. No affiliate, subsidiary or parent of Tenant is undertaking any obligation under this Letter of Intent or any resulting lease agreement unless expressly agreed to otherwise in writing.

The Real Estate Manager who executes this Letter of Intent is authorized to execute same on behalf of Tenant and Tenant only. Nothing herein is intended to nor shall be interpreted to bind Tenant, Yum! Brands Inc., or any subsidiary or affiliate thereof.

The parties acknowledge that they have not set forth herein nor agreed upon all essential terms of the subject matter of an agreed transaction, including without limitation, warranties and representations, conditions precedent, indemnities and other anticipated terms, and that such essential terms will be the subject of further negotiation. If this Letter of Intent accurately reflects the Landlord's understanding with respect to the matters set forth herein, please have them date and execute a copy of this Letter of Intent where indicated below and return it to me at your earliest convenience. Please contact me at the number below if you have any questions or require any additional information. I await your reply.

EXHIBIT "A"TO

Letter of Intent for SHOPPING CENTER GROUND LEASE(Free Standing)

LANDLORD OBLIGATIONS TO COMPLETE LANDLORD WORK

Landlord shall, at Landlord's expense, cause to be constructed and completed at the time and in the manner set forth in this Exhibit, the site preparation and improvements described below, all of which are sometimes referred to as Landlord's Work.

1. Removal of Improvements, Grading and Compaction. Prior to the date Tenant obtains Permits, Landlord shall remove all improvements and debris on or below the surface of the Premises and deliver the Premises to Tenant graded to within one tenth (1/10) of one foot (1') of the finished grade elevation as established by Tenant, with the soil tests conducted by Tenant showing the soil on the Premises to be ninety-five percent (95%) compacted. Any fill soil must be of structural quality with no debris or organic materials and must be placed in nine inch (9") lifts. The moisture content of the soil shall be within the range of 0-4% above the maximum moisture content in accordance with the Standard Proctor compaction procedure.

2. Utility Installation. Prior to the date Tenant obtains Permits, Utilities shall be installed by Landlord. Such Utilities shall be installed to a point five (5) feet outside the exterior boundary of the building pad on the Premises as designated by Tenant for Tenant Improvements. Landlord shall also provide Tenant with assurance satisfactory to Tenant that Utilities adequate to serve Tenant's use are available and include legal access across other properties if necessary to serve the Premises. The Utilities are: water, gas, electricity, telephone, sanitary sewers and storm drainage.

3. Common Area Improvements. Before the Rent Commencement Date, Landlord shall complete all Common Area Improvements in accordance with the Center Site Plan, and applicable conditions to governmental approval of the Center Site Plan. Common Area Improvements are all curbs, gutters, paving, striping, landscaping and irrigation systems, retaining walls, driveways, walkways, driveway aprons, and lighting facilities outside the Premises.

4. Insurance. Landlord shall provide, or shall require that all contractors performing Landlord's Work provide public liability and property damage insurance with limits of liability of not less than a limit per occurrence of Two Million Dollars ($2,000,000.00) for bodily injury and property damage in connection with performance of Landlord's Work.

5. Coordination of Work. Landlord shall cooperate with Tenant in coordinating Landlord's Work with construction of Tenant's Improvements to assure mutual access and to prevent interference with or damage to the work Landlord and Tenant are performing.

6. Landlord Failure to Perform. If Landlord fails to timely perform any of Landlord's Work, Tenant shall have the right, in addition to all other remedies it may have at law, at equity or under the Lease, upon ten (10) days' notice to Landlord, to cause performance of the Work described in the notice. Landlord shall reimburse Tenant for all amounts expended by Tenant performing Landlord's Work, upon receipt of verification by Tenant of the amount so expended. Tenant may elect to receive reimbursement by a credit toward Rent.

Purchase and Sale Agreement

This Purchase and Sale Agreement dated as of the Effective Date, as hereinafter defined, by and between:

SELLER Sampson Federal Inc. TRE246 9th Ave. NE Apt 2St. Petesburg, FL 33701-1947

BUYER OPM – 1 LLC1830 26th St. N

St. Petersburg, FL 33713 Telephone: 727-323-4422 Fax: 727-323-6744

1. SALE AND PURCHASE.

Seller agrees to sell, assign, transfer and convey to Buyer, and the Buyer agrees to purchase from Seller the following:

a. Property Description. The tract of land, situated in Pinellas County, Florida, known as CROXTON SUB BLK 2, LOTS 7 AND 8 more particularly described on Exhibit "A" attached hereto and by this reference made a part hereof, which shall be deemed to include:

i. All improvements, appurtenances, licensees, easements, rights-of-way, tenements and hereditaments, if any, incident thereto, if any, and any and all title and interest of Seller in and to all strips and gores and any land lying in the bed of any adjoining street.

ii. All permits, approvals, vested rights or other governmental rights or benefits, if any, specifically associated or related to the above described property.

iii. Any incidental or related personal property, equipment or fixtures located on the Property and belonging to Seller. Subject to the right of tenants in their personal property.

iv. Any and all leasehold interests created with respect to the above-described property.

b. Definition. Unless the context clearly requires otherwise, the property and rights described in paragraph (a) above, and the subparagraphs thereof, are collectively called the "Property".

2. PURCHASE PRICE AND PAYMENT.

In consideration of the conveyance of the Property to Buyer, Buyer shall pay to Seller the sum of Four Hundred Thousand ($400,000.00) (the "Purchase Price") payable to Seller as follows:

a. Initial Deposit. The Initial Deposit shall be paid to the Escrow Agent, as defined below, upon Buyer’s execution of this Agreement.

$20,000.00

b. Additional Deposit. The Additional Deposit shall be paid by Buyer within Sixty (60) business days following the expiration of the Inspection Period, as defined below.

c. Cash at Closing. The balance of the Purchase Price, subject to the adjustments and prorations required by this Agreement, shall be paid by Buyer at Closing in the form of a cashiers check, drawn upon a Tampa Bay area bank or confirmed wire transfer.

$ 360,000.00

d. Total Purchase Price. $ 360,000.00

e. Deposit. The Initial Deposit and, if applicable, the Additional Deposit shall hereinafter be referred to together as the “Deposit”. If the Closing Date is more than thirty (60) days from the Effective Date of this Agreement, the deposit shall be placed in an interest bearing account with a federally insured bank of Escrow Agent’s selection. Notwithstanding the foregoing, the Escrow Agent shall not be required to place the Deposit in an interest bearing account until such time as Buyer delivers to Escrow Agent a fully completed and

executed W-9 reporting form as required by the Internal Revenue Service. Any earned interest shall be paid to or credited to Buyer unless Buyer defaults hereunder and Seller is entitled to retain the Deposit in which event Seller shall also be entitled to the interest earned thereon. If the tenants fail to occupy the premises, the deposit shall be refunded.

b. Escrow Agent. The Deposit shall be held by Sanders Title Company 2837 1st. Avenue North Saint Petersburg FL 33713 telephone: 727-328-7733, fax: 727-328-7744 (the “Escrow Agent”) subject to the terms and conditions of Paragraph 15 below. If the Escrow Agent is also counsel for either party, the parties hereby agree that in the event of a dispute between the parties concerning the disposition of the Deposit or any other provision of this Agreement, the Escrow Agent shall have the right to continue to represent Buyer or Seller, as the case may be, with respect to such dispute and Escrow Agent shall not be disqualified from such representation and such representation shall not constitute a conflict of interest.

3. REPRESENTATIONS AND WARRANTIES.

c. Representation of Seller. Seller represents and warrants to Buyer as follows:

i. No Condemnation Pending or Threatened. There is no pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof, nor has Seller knowledge that any such action is presently contemplated.

ii. Adverse Information. Seller has no information or knowledge of any change contemplated in any applicable laws, ordinances, or regulations, or natural or artificial conditions upon the Property which would prevent, limit, impede, or render more costly Buyer's contemplated use of the Property.

iii. Compliance with Laws. Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property. Performance of this Agreement will not result in any breach of, or constitute any default under, or result in the imposition of, any lien or encumbrance upon the Property under any agreement or other instrument to which Seller is a party or by which Seller or the Property might be bound.

iv. Pending Litigation . There are no legal actions, suits or other legal or administrative proceedings, including condemnation cases, pending or threatened, against the Property and Seller is not aware of any facts which might result in any such action, suit or other proceedings.

v. No Special Assessments. No portion of the Property is affected by any special assessments, recorded or unrecorded, whether or not constituting a lien thereon.

vi. Access to Highways and Roads. The Property has full, free and adequate access to and from publicly dedicated roadways which are located contiguous and adjacent to the boundary line of each parcel of the Property, and Seller has no knowledge of any fact or condition which would result in the termination of such access.

vii. Commitments to Governmental Authorities. No commitments have been made to any governmental authority, utility company, school board, church or other religious body, or any homeowners' association, or to any other organization, group, or individual, relating to the Property which would impose an obligation upon Buyer or its successors or assigns to make any contribution or dedications of money or land or to construct, install, or maintain any improvements of a public or private nature on or off the Property; and, except as set forth in the preceding phrase, no governmental authority has imposed any requirement that any developer of the Property pay directly or indirectly any special fees or contributions or incur any expenses or obligations in connection with any development of the Property or any part thereof. The provisions of this section shall not apply to any regular or nondiscriminatory local real estate taxes assessed against the Property.

viii. Zoning. The Property is properly zoned to allow the development of a commercial, retail project (the “Project”).

ix. Land Use Plan. The applicable land use plan(s) of the jurisdiction in which the Property is located will allow development of the Project on the Property, and is otherwise consistent with the Property's zoning status.

x. Utilities. All utilities necessary for development of the proposed Project are available contiguous and adjacent to the boundary line of each parcel of the Property and are adequate and have the necessary capacity and pressure as appropriate to fully service the proposed Project, including without limitation, water, sewer, electricity and telephone services.

xi. Authority. If Seller is other than an individual, Seller is duly formed and is in good standing under the laws of the state of formation and is authorized to transact, Seller is not aware of any facts which prohibit it from entering into this Agreement and closing this Agreement in accordance with the terms thereof. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not result in any breach of the terms and conditions of, or constitute a default under, any instrument or obligation to which Seller is now or may become a party, or by which Seller may be bound or affected, or violate any order, writ, injunction or decree of any court in any litigation to which Seller is a party, or violate any law.

xii. Representations. No representation or warranty by Seller in this Agreement or in any instrument, certificate or statement furnished to Buyer pursuant hereto, or in connection with the transaction contemplated hereby, contains or will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading.

xiii. Contractor's Liens. Any Contractor's or other type liens against the Property, except as expressly allowed hereunder, and further except for advalorem taxes for the year of closing set forth herein, shall be removed and satisfied of record by Seller prior to closing. If subsequent to the closing, any Contractor's or other type liens (excepting the items set forth in the preceding sentence) shall be filed against the Property or against Buyer or its assigns, based upon any act or omission occurring prior to closing on the Property (whether or not such lien shall be valid or enforceable as such), within ten (10) days after receipt of written notice by the Seller of the filing thereof, Seller shall take such action, by bonding, deposit, payment or otherwise, as will remove, transfer or satisfy such lien of record as against the Property.

xiv. Hazardous Materials. Seller warrants and represents that (i) Seller has no knowledge of the existence of any Hazardous Materials, as such term is herein defined, in, on or under the Property or within any structure located thereon; (ii) the Property has, to Seller’s knowledge, ever been used as a gasoline station, dry cleaner, auto or boat repair facility, painting facility or other use commonly associated with the use, storage or disposal of Hazardous Materials; (iii) Seller has never, and to Seller’s knowledge, no other party has ever, discharged, spilled, or disposed of any Hazardous Materials on or under the Property in violation of any Environmental Laws; (iv) Seller has not received any citation, notice of violation or other communication, written or verbal, from any governmental authority or private consultant or other third party, stating that Hazardous Materials may exist on or under the Property or that any Environmental Law may have been violated with respect to the Property; and (v) Seller has delivered to Buyer copies of all environmental reports, site assessments, soils reports, or other studies or reports (“Environmental Reports”) relating to the Property. The term "Hazardous Materials" shall mean any substance which is or contains (i) any "hazardous substance" as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.) ("CERCLA") or any regulations promulgated under or pursuant to CERCLA; (ii) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. §6901 et. seq.) ("RCRA") or regulations

promulgated under or pursuant to RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; and (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Laws (as hereinafter defined) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Laws; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. The term "Environmental Laws" shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil).

d. Representations of Buyer. Buyer represents and warrants to Seller as follows:

i. Authority. If Buyer is other than an individual, Buyer is duly formed and is in good standing under the laws of the state of formation and is authorized to transact, Buyer is not aware of any facts which prohibit it from entering into this Agreement and closing this Agreement in accordance with the terms thereof. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not result in any breach of the terms and conditions of, or constitute a default under, any instrument or obligation to which Buyer is now or may become a party, or by which Buyer may be bound or affected, or violate any order, writ, injunction or decree of any court in any litigation to which Buyer is a party, or violate any law.

ii. Representations. No representation or warranty by Buyer in this Agreement or in any instrument, certificate or statement furnished to Seller pursuant hereto, or in connection with the transaction contemplated hereby, contains or will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading.

4. INSPECTION PERIOD.

e. Inspection Period. Sixty days (2 months) after the Effective Date, whichever occurs last (“Inspection Period"), upon reasonable notice to Seller, Seller shall afford to Buyer and authorized representatives of Buyer reasonable access to the Property in order that Buyer may have full opportunity to inspect the Property, conduct surveys and perform tests of the Property, subject to the following: (i) Buyer and its agents, officers, directors, partners, contractors, employees, successors and assigns (collectively, "Buyer's Representatives") shall restore the Property to its prior condition, reasonable wear and tear excepted; and (ii) Buyer and Buyer's Representatives shall indemnify and hold Seller, its officers, directors, employees and agents, harmless from all loss, cost or damage, direct or indirect, including, without limitation, attorneys' fees, arising from the aforesaid investigations. Buyer’s obligations pursuant to clauses (i) and (ii), shall survive the delivery of the Deed or earlier termination of this Agreement for any reason.

f. Buyers Inspections. In furtherance of the foregoing, Buyer, at its sole cost, may perform or cause to be performed, on its own behalf and at its own expense, engineering and other "due diligence" studies, tests and analyses of the Property, including, without limitation, environmental site assessments, inspections of any structures located on the Property, including inspections of the roof, foundations, heating, ventilating and air conditioning system and elevators, if any, by one or more engineers, contractors and/or exterminators selected

by Buyer, and such other investigations as Buyer deems necessary.

g. Existing Reports and Information . Within ten (10) days following the Effective Date of this Agreement, Seller shall deliver to Buyer or Buyer’s attorney any of the following in Seller’s possession:

i. Copies of any existing surveys of all or any portion of the Property.

ii. Copies of existing Environmental Reports.

iii. Copies of Seller’s existing title insurance policy for the Property or title commitment, if the title company has not yet issued the title insurance policy. When the policy has been issued, Seller will forward a copy to Buyer within 5 days of receipt.

iv. Copies of existing leases or occupancy agreement affecting the Property, together with all amendments thereto, if any, together with a current (within 30 days) rent roll certified by Seller as correct.

v. Copies of existing structural inspection or termite inspection reports, if any.

vi. Copies of all management agreements, service agreements, equipment leases and other agreements affecting the operation of the Property.

Seller agrees to provide Buyer with any change or amendment to any of the above occurring after the Effective Date of this Agreement; provided nothing herein shall constitute Buyer’s acceptance of or be deemed to be a waiver of Buyer’s right to review and approve any such change or amendment.

h. Termination of Agreement. If, on or before the expiration of the Inspection Period(s), Buyer, in Buyer's sole discretion, determines that the results of any investigation conducted by Buyer pursuant to this Paragraph are not satisfactory to Buyer, then, Buyer may, at Buyer's option, notify Seller in writing of any defect and Seller shall have the option to cure the defect within 30 days or Buyer may notify Seller prior to the expiration of the Inspection Period(s), of Buyer's election to terminate this Agreement. If Seller elects to cure the defect, all corresponding dates herein are extended by 60 days. If Buyer so elects to terminate this Agreement pursuant to this provision, then the Deposit, together with all interest earned thereon, if any, shall be returned to Buyer and this Agreement shall thereupon terminate without recourse to the parties (except as otherwise provided in this Agreement) and without any obligation to pay brokerage commissions. In the event Buyer fails to so notify Seller of Buyer's termination of this Agreement prior to the expiration of the Inspection Period(s), (i) the Deposit shall become non-refundable and shall be deemed earned by Seller regardless of whether the transaction is consummated (unless such failure is the result of Seller's default), and (ii) Buyer shall be deemed to have waived Buyer's right to terminate this Agreement under the terms of this Paragraph. Buyer agrees that, in the event this transaction is not consummated for any reason, Buyer shall furnish to Seller copies of any written reports or documents in respect of the Property paid for in whole or part by Seller.

5. TITLE INSURANCE.

i. Commitment. 10 days after the Effective Date, the Seller shall deliver to Buyer, at Seller's expense unless otherwise set forth herein, a binder for an ALTA Form (Florida version) marketable title insurance policy (the "Commitment"), in the amount of the Purchase Price issued by a nationally recognized title insurance company ("Title Company") selected by Seller and acceptable to Buyer agreeing to issue to Buyer, upon the recording of the Deed heretofore mentioned, a title insurance policy, insuring Buyer's title to the Property subject only to the Permitted Exceptions, as hereinafter defined. Along with the Commitment, Seller shall deliver to Buyer copies of each document or instrument mentioned in Schedule B-2 of the Commitment.

b. Title Defects. If Schedule B-2 of the Commitment contains any exception or defect not acceptable to Buyer in Buyer's sole discretion, the Buyer shall deliver to Seller written notice of Buyer's objections within ten (10) days of the receipt of the Commitment (the "Title Review Period"). Such written notice shall specifically set forth the nature of Buyer's objections to title. In the event that Buyer shall fail to

object to any matter set forth in the Commitment within the Title Review Period, such matter shall be deemed to be a "Permitted Exception". The Seller shall have thirty (30) days after receipt of such notice or until the Closing Date, whichever date first occurs (the "Cure Period"), to either (i) cure or remove such defects and furnish to the Buyer appropriate evidence that same have been cured or removed; or (ii) notify Buyer in writing that Seller is or unable after reasonable efforts to correct or remove such defect. By mutual written agreement, the parties may agree to extend the Cure Period. If such defects are cured or removed within the Cure Period, the sale and purchase shall be closed on the later of: ten (10) days after delivery to the Buyer of evidence that said defects have been cured or removed; or the Closing Date set forth herein. If the Seller fails or is unable to cure said defects within the Cure Period provided above, the Buyer shall have the option, to be exercised in its sole discretion: to complete the purchase and accept title to the Property subject to such defects within the later of: ten (10) days after the expiration of Cure Period, or the Closing Date set forth herein; or Buyer shall notify the Seller in writing within the said ten (10) day period that it elects to terminate this Agreement and not complete the purchase, in which event the Buyer shall be entitled to an immediate refund by the Escrow Agent of the Deposit plus accrued interest thereon, if any, whereupon all rights and liabilities of the parties hereto to each other shall end. Upon such termination, Buyer shall return to the Seller the Commitment, all title papers and copies of this Agreement.

j. Standard Exceptions. Standard printed exceptions relating to parties in possession and construction liens shall be deleted at closing upon delivery to the Title Company by Seller of an owner's affidavit meeting the requirements of Florida Law and in form acceptable to the Title Company (provided that if the Property is occupied by tenants under written leases, the exception relating to parties in possession shall be deleted except for such tenants). Standard exceptions relating to boundary encroachments and similar matters and unrecorded easements and related rights shall be deleted upon delivery to the Title Company prior to the Closing Date of a current Survey as defined in Paragraph 6 below (with reasonable exceptions for the matters shown thereon). Standard exceptions relating to filled lands or sovereign rights shall be removed upon delivery to the Title Company of a Survey together with such other reasonable documentation as may be required by the Title Company, evidencing that such exceptions are not relevant to the Property. The Seller shall be responsible for delivery of the owner's affidavit described above.  Buyer shall be responsible for delivery of the Survey.

k. Reasonable Efforts. Seller shall use reasonable efforts to cure or remove the exceptions objected to by Buyer pursuant to subparagraph b. above; provided that the term "reasonable efforts" shall not require Seller to commence any legal or administrative action or expend any amount greater than one percent (1%) of the Purchase Price.

6. SURVEY.

During the period set forth above during which Seller must deliver a Commitment to Buyer or during the Inspection Period, whichever time period is longer, Buyer may obtain a current survey of the Property (the "Survey"). In order for the Title Company to remove the standard survey exceptions as described in 5(c) above, the Survey must be prepared in accordance with the minimum requirements adopted by the F.S.P.L.S., Fla. Admin. Code and the F.L.T.A.. If the Survey discloses an encroachment or setback violation, same shall be deemed a title defect hereunder and the provisions of Paragraph 5 relating to Buyer's delivery of notice of the defect and Seller's right to cure same shall control. Any other survey requirements set forth the Commitment shall also be complied with, including a surveyor's certificate in a form acceptable to the Title Company.

7. CLOSING.

l. Closing. The closing (the "Closing") shall be not more than 120 days from “effective date” unless the parties mutually agree upon another time or date. Closing shall take place at such place as the parties may agree.

m. Possession. Possession of the Property shall be delivered to Buyer at the Closing, subject to the Permitted Exceptions.

n. Proration of Taxes and Other Expenses and Profits. At Closing, pro-rations of income and expense and the apportionment of taxes shall be as follows:

i. If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation, with full discounts applied. Subsequent to the Closing, the parties agree that if the actual taxes are different from the estimated taxes, either party may, within sixty (60) days of the issuance of a final tax bill, have the right to request in writing, a reproration of the taxes and an appropriate adjustment based thereon. Upon such reproration, the appropriate party shall refund to the other party any overpayment or credit within thirty (30) days from the date thereof. If the Property is not assessed as a separate parcel for tax or assessment purposes, then such taxes and assessments attributable to the Property shall be determined by Seller in its reasonable discretion. If, as of the Closing, the Property is not being treated as a separate tax parcel, then Buyer shall, at its sole cost and expense, use diligent best efforts to ensure that the Property is assessed separately for tax and assessment purposes within no more than one year from the Closing Date. This provision shall survive closing.

o. Utilities. Utilities serving the Property shall not be prorated. On the day following closing, Seller shall have each utility provider render a final bill through said date and Seller shall on said date terminate all such accounts and be entitled to receive a refund of any and all utility deposits. Buyer shall be solely responsible for establishing new accounts with such utility providers in Buyer's own name.

p. Insurance. Any insurance coverage maintained by Seller shall not be prorated at Closing.  On the day following Closing, Seller shall have the right to cancel any existing policy of insurance and receive a full refund of all unearned premiums. Buyer shall solely responsible for obtaining such new insurance coverage for the Property as Buyer deems appropriate.

q. Survival of Paragraph. The agreements of Seller and Buyer set forth in this Paragraph shall survive the Closing.

8. CLOSING COSTS.

r. Unless otherwise set forth herein or in any addendum attached hereto, the closing costs associated with this transaction shall be paid as follows:

s. Seller shall pay:

i. The cost of the Owner’s Title Insurance Commitment and Policy, including all search fees and premiums relating thereto.

ii. The documentary stamps to be attached to the Deed.

iii. The cost of curing any title conditions subject to the provisions of this Agreement.

iv. Seller’s attorney fees.

t. Buyer shall pay:

i. The recording fee required to record the Deed.

ii. The cost of the Survey if desired by Buyer.

iii. All financing costs and fees associated with the closing of any loan obtained by Buyer, is any

iv. The cost of all Mortgagee Title Insurance Policies or Endorsements required by Buyer’s lender.

v. The costs of all due diligence inspections and reports obtained by Buyer.

vi. Buyer's attorney fees.

9. CLOSING DOCUMENTS AND OBLIGATIONS.

u. Seller's Obligations at the Closing. At the Closing, Seller shall deliver to Buyer the following documents, as applicable:

i. Deed. Warranty Deed (the "Deed") executed by Seller conveying the Property to Buyer subject to no exceptions other than the Permitted Exceptions.

ii. FIRPTA Affidavit. An affidavit of Seller certifying that Seller is not a "foreign person," as defined in the Federal Foreign Investment in Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended.

iii. Owner's Affidavit. An executed affidavit or other document acceptable to the Title Company in issuing the Owner's Policy without exception for possible lien claims of mechanics, laborers and materialmen or for parties in possession (except tenants under written leases), as applicable.

iv. Bill of Sale. Bill of Sale (the "Bill of Sale") executed by Seller assigning to Buyer the Personal Property.

v. Contracts. The originals (or photocopies if the originals are not in Seller’s possession) of all of the service contracts, if any, affecting the Property and in the possession of Seller. To the extent that Buyer has agreed to assume any such contracts, Seller shall also deliver an Assignment of Service Contracts.

vi. Form Notice to Tenants. If applicable, a form Notice to Tenant notifying same of the sale and transfer and providing the name and address of the Buyer.

vii. Closing Statement. A closing statement setting forth the allocation of closing costs, purchase proceeds, etc.

viii. Assignment and Assumption of Leases. If applicable, Assignment and Assumption of Leases (the "Assignment") executed by Seller assigning to Buyer any Leases affecting the Property.

ix. Assignment of Governmental Permits and Approvals. An Assignment of Governmental Permits and Approvals executed by Seller assigning all of Seller’s right, title and interest in and to all governmental approvals, consents, permits, waivers and impact fees or density credits specifically related to the Property.

x. Other Documentation. Estoppel letters and such other documents as may be reasonable and necessary to consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions of this Agreement.

v. Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver to Seller the following:

i. Purchase Price. The Purchase Price by cashiers check or confirmed wire transfer of immediately available U.S. funds;

ii. Evidence of Authority. Such consents and authorizations as Seller may reasonably deem necessary to evidence authorization of Buyer for the purchase of the Property, the execution and delivery of any documents required in connection with Closing and the taking of all action to be taken by the Buyer in connection with Closing; and

iii. Other Documentation. Such other documents as may be reasonable and necessary to consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions of this Agreement.

10. RISK OF LOSS.

w. Condemnation. If, prior to the Closing, action is initiated to take any of the Property by eminent domain proceedings or by deed in lieu thereof, Buyer may either (a) terminate this Agreement by written notice to Seller delivered to Seller within ten (10) days following the date that Seller delivers to Buyer written notice of such proposed taking, or (b) consummate the Closing, in which latter event the award of the condemning authority shall be assigned to Buyer at the Closing.

x. Casualty. If the Property, or any part thereof, suffers any damage such that the total cost to repair is less than ten percent (10%) of the Purchase Price (“Minor Damage”), Seller agrees to promptly use commercially reasonable efforts to cause all necessary repairs to be made within ninety (90) days from the date of such damage and the Closing shall be postponed as necessary to permit said repairs to be made or, at the sole option of Buyer, Buyer can accept an assignment of Seller’s insurance proceeds (with Seller paying any deductible) at closing. If the Property, or any part thereof, suffers damage such that the total cost equals or exceeds ten percent (10%) of the Purchase Price (“Substantial Damage’), either party may terminate this Agreement by written notice to the other party delivered, in accordance with the notice provision of this Agreement, within thirty (30) days of said party’s discovery of said damage. In the event that neither party elects to terminate this Agreement as set forth in the preceding sentence, Seller shall cause the repairs to be timely made or Buyer may elect to have Seller assign Seller’s insurance proceeds, all in accordance with the provisions set forth above with respect to Minor Damage.

11. DEFAULTS.

y. Breach by Seller. If Seller breaches this Agreement, Buyer may, as Buyer's sole and exclusive remedies hereunder, either terminate this Agreement and thereupon shall be entitled to the immediate return of the Deposit or in the alternative, Buyer may bring an action for specific performance of this Agreement

z. Breach by Buyer. If Buyer breaches this Agreement, Seller may, as Seller's sole remedy and relief hereunder, either terminate this Agreement and thereupon shall be entitled to receive the immediate return of the Deposit as liquidated damages or in the alternative, Seller may bring an action for specific performance of this Agreement

aa. Return/Delivery of Deposit. In the event the Deposit is returned to the Buyer, as provided in subparagraph a. above, or delivered to the Seller, as provided in subparagraph b. above, upon the return or delivery of the same, the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, except for the obligations specifically required to survive closing or termination of this Agreement as set forth herein.

12. OPERATIONS PENDING CLOSING.

bb. Operations. From the Effective Date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall keep and maintain the Property in substantially the same condition as of the date of this Agreement, reasonable wear and tear excepted.

13. NOTICES.

cc. All notices, demands and requests which may be given or which are required to be given by either party to the other under this Agreement, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when either: (i) personally delivered to the intended recipient; (ii) three (3) business days after having been sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified herein; or (iii) at 5:00 p.m. of the business day next following after having been deposited into the custody of a nationally recognized overnight delivery service such as Federal Express Corporation, addressed to such party at the address specified herein. Any notice sent as required by this section and refused by recipient shall be deemed delivered as of the date of such refusal. For purposes of this Paragraph, the addresses of the parties for all notices are as set forth in the Preamble of this Agreement (unless changed by similar notice in writing given by the particular person whose address is to be changed).

14. BROKERAGE.

dd. Seller and Buyer warrant each to the other (and it is agreed that this warranty shall survive delivery of the deed) that no broker or agent has been employed with respect to the sale of the Property except if the seller wishes; seller must compensate their broker accordingly.

15. ESCROW AGENT.

ee. The Escrow Agent shall hold the Deposit in accordance with this Agreement. In receiving and maintaining such Deposit, Escrow Agent shall be deemed to be acting only as a stakes holder and shall have no liability for any loss or damage or for the improper delivery of such funds, except where such loss or damage is the result of Escrow Agent's gross negligence. In the event of a dispute, Escrow Agent may deposit the funds held by it in the court registry and the parties agree to indemnify Escrow Agent from any costs or fees associated therewith. Escrow Agent may reasonably rely upon the written or oral directions of the parties without verifying the accuracy thereof.

16. RADON.

ff. 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. THIS DISCLOSURE IS REQUIRED BY FLORIDA LAW TO BE CONTAINED IN ALL CONTRACTS FOR SALE OR LEASE OF BUILDINGS.

17. MISCELLANEOUS.

gg. Entire Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set forth herein.

hh. Amendment. This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby.

ii. Headings. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement.

jj. Time of Essence. TIME IS OF THE ESSENCE OF THIS AGREEMENT; however, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Florida, then, in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday.

kk. Governing Law. This Agreement shall be governed by the laws of the State of Florida and the laws of the United States pertaining to transactions in such State. All of the parties to this Agreement have participated freely in the negotiation and preparation hereof; accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto.

ll. Successors and Assigns; Assignment. This Agreement shall bind and inure to the benefit of Seller and Buyer and their respective heirs, executors, administrators, personal and legal representatives, successors and assigns. Notwithstanding the above, Buyer shall not assign Buyer's rights under this Agreement without the prior written consent of Seller.

mm. Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement.

nn. Attorneys' Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys' fees, paralegal fees and cost incurred in such suit at trial, appellate, bankruptcy and/or administrative proceedings.

oo. Multiple Counterparts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged.

pp. Date of this Agreement. This Agreement shall not be effective unless signed by both Buyer and Seller. As used in this Agreement, the term "Effective Date" shall mean and refer to the date of execution of the last of Buyer or Seller to execute this Agreement.

18. ACCEPTANCE.

The offer by the Seller party to execute this Agreement to sell or buy the Property is being made April 1, 2005 and shall terminate unless this Agreement is accepted and executed by the other party within five (5) business days after the offer is made. A fax signature is acceptable for purposes of acceptance of the Agreement within the required time period.

Schedule “A”

CROXTON SUB BLK 2, LOTS 7 AND 8 according to the map or plat thereof as recorded in Plat Book 005, Page 049 of the public records of Pinellas County, Florida

Parcel Identification Number: 30/31/17/19782/002/0070

Purchase and Sale Agreement

This Purchase and Sale Agreement dated as of the Effective Date, as hereinafter defined, by and between:

SELLER Kelly’s Car Wash LLC

740 Brightwaters Blvd NESt. Petersburg, FL 33704-3718

BUYER OPM – 1 LLC1830 26th St. N

St. Petersburg, FL 33713 Telephone: 727-323-4422 Fax: 727-323-6744

1. SALE AND PURCHASE.

Seller agrees to sell, assign, transfer and convey to Buyer, and the Buyer agrees to purchase from Seller the following:

qq. Property Description. The tract of land, situated in Pinellas County, Florida, known as CROXTON SUB BLK 2, LOTS 3 THRU 6 more particularly described on Exhibit "A" attached hereto and by this reference made a part hereof, which shall be deemed to include:

i. All improvements, appurtenances, licensees, easements, rights-of-way, tenements and hereditaments, if any, incident thereto, if any, and any and all title and interest of Seller in and to all strips and gores and any land lying in the bed of any adjoining street.

ii. All permits, approvals, vested rights or other governmental rights or benefits, if any, specifically associated or related to the above described property.

iii. Any incidental or related personal property, equipment or fixtures located on the Property and belonging to Seller. Subject to the right of tenants in their personal property.

iv. Any and all leasehold interests created with respect to the above-described property.

b. Definition. Unless the context clearly requires otherwise, the property and rights described in paragraph (a) above, and the subparagraphs thereof, are collectively called the "Property".

2. PURCHASE PRICE AND PAYMENT.

In consideration of the conveyance of the Property to Buyer, Buyer shall pay to Seller the sum of One Hundred Thirty Five Thousand ($135,000.00) (the "Purchase Price") payable to Seller as follows:

a. Initial Deposit. The Initial Deposit shall be paid to the Escrow Agent, as defined below, upon Buyer’s execution of this Agreement.

$20,000.00

b. Additional Deposit. The Additional Deposit shall be paid by Buyer within Sixty (60) business days following the expiration of the Inspection Period, as defined below.

c. Cash at Closing. The balance of the Purchase Price, subject to the adjustments and prorations required by this Agreement, shall be paid by Buyer at Closing in the form of a cashiers check, drawn upon a Tampa Bay area bank or confirmed wire transfer.

$ 115,000.00

d. Total Purchase Price. $ 115,000.00

f. Deposit. The Initial Deposit and, if applicable, the Additional Deposit shall hereinafter be referred to together as the “Deposit”. If the Closing Date is more than thirty (60) days from the Effective Date of this

Agreement, the deposit shall be placed in an interest bearing account with a federally insured bank of Escrow Agent’s selection. Notwithstanding the foregoing, the Escrow Agent shall not be required to place the Deposit in an interest bearing account until such time as Buyer delivers to Escrow Agent a fully completed and executed W-9 reporting form as required by the Internal Revenue Service. Any earned interest shall be paid to or credited to Buyer unless Buyer defaults hereunder and Seller is entitled to retain the Deposit in which event Seller shall also be entitled to the interest earned thereon. If the tenants fail to occupy the premises, the deposit shall be refunded.

rr. Escrow Agent. The Deposit shall to be determined by seller subject to the terms and conditions of Paragraph 15 below. If the Escrow Agent is also counsel for either party, the parties hereby agree that in the event of a dispute between the parties concerning the disposition of the Deposit or any other provision of this Agreement, the Escrow Agent shall have the right to continue to represent Buyer or Seller, as the case may be, with respect to such dispute and Escrow Agent shall not be disqualified from such representation and such representation shall not constitute a conflict of interest.

3. REPRESENTATIONS AND WARRANTIES.

ss. Representation of Seller. Seller represents and warrants to Buyer as follows:

i. No Condemnation Pending or Threatened. There is no pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof, nor has Seller knowledge that any such action is presently contemplated.

ii. Adverse Information. Seller has no information or knowledge of any change contemplated in any applicable laws, ordinances, or regulations, or natural or artificial conditions upon the Property which would prevent, limit, impede, or render more costly Buyer's contemplated use of the Property.

iii. Compliance with Laws. Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property. Performance of this Agreement will not result in any breach of, or constitute any default under, or result in the imposition of, any lien or encumbrance upon the Property under any agreement or other instrument to which Seller is a party or by which Seller or the Property might be bound.

iv. Pending Litigation . There are no legal actions, suits or other legal or administrative proceedings, including condemnation cases, pending or threatened, against the Property and Seller is not aware of any facts which might result in any such action, suit or other proceedings.

v. No Special Assessments. No portion of the Property is affected by any special assessments, recorded or unrecorded, whether or not constituting a lien thereon.

vi. Access to Highways and Roads. The Property has full, free and adequate access to and from publicly dedicated roadways which are located contiguous and adjacent to the boundary line of each parcel of the Property, and Seller has no knowledge of any fact or condition which would result in the termination of such access.

vii. Commitments to Governmental Authorities. No commitments have been made to any governmental authority, utility company, school board, church or other religious body, or any homeowners' association, or to any other organization, group, or individual, relating to the Property which would impose an obligation upon Buyer or its successors or assigns to make any contribution or dedications of money or land or to construct, install, or maintain any improvements of a public or private nature on or off the Property; and, except as set forth in the preceding phrase, no governmental authority has imposed any requirement that any developer of the Property pay directly or indirectly any special fees or contributions or incur any expenses or obligations in connection with any development of the Property or any part thereof. The provisions of this section shall not apply to any regular or nondiscriminatory local real estate taxes assessed against the Property.

viii. Zoning. The Property is properly zoned to allow the development of a commercial, retail project (the “Project”).

ix. Land Use Plan. The applicable land use plan(s) of the jurisdiction in which the Property is located will allow development of the Project on the Property, and is otherwise consistent with the Property's zoning status.

x. Utilities. All utilities necessary for development of the proposed Project are available contiguous and adjacent to the boundary line of each parcel of the Property and are adequate and have the necessary capacity and pressure as appropriate to fully service the proposed Project, including without limitation, water, sewer, electricity and telephone services.

xi. Authority. If Seller is other than an individual, Seller is duly formed and is in good standing under the laws of the state of formation and is authorized to transact, Seller is not aware of any facts which prohibit it from entering into this Agreement and closing this Agreement in accordance with the terms thereof. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not result in any breach of the terms and conditions of, or constitute a default under, any instrument or obligation to which Seller is now or may become a party, or by which Seller may be bound or affected, or violate any order, writ, injunction or decree of any court in any litigation to which Seller is a party, or violate any law.

xii. Representations. No representation or warranty by Seller in this Agreement or in any instrument, certificate or statement furnished to Buyer pursuant hereto, or in connection with the transaction contemplated hereby, contains or will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading.

xiii. Contractor's Liens. Any Contractor's or other type liens against the Property, except as expressly allowed hereunder, and further except for advalorem taxes for the year of closing set forth herein, shall be removed and satisfied of record by Seller prior to closing. If subsequent to the closing, any Contractor's or other type liens (excepting the items set forth in the preceding sentence) shall be filed against the Property or against Buyer or its assigns, based upon any act or omission occurring prior to closing on the Property (whether or not such lien shall be valid or enforceable as such), within ten (10) days after receipt of written notice by the Seller of the filing thereof, Seller shall take such action, by bonding, deposit, payment or otherwise, as will remove, transfer or satisfy such lien of record as against the Property.

xiv. Hazardous Materials. Seller warrants and represents that (i) Seller has no knowledge of the existence of any Hazardous Materials, as such term is herein defined, in, on or under the Property or within any structure located thereon; (ii) the Property has, to Seller’s knowledge, ever been used as a gasoline station, dry cleaner, auto or boat repair facility, painting facility or other use commonly associated with the use, storage or disposal of Hazardous Materials; (iii) Seller has never, and to Seller’s knowledge, no other party has ever, discharged, spilled, or disposed of any Hazardous Materials on or under the Property in violation of any Environmental Laws; (iv) Seller has not received any citation, notice of violation or other communication, written or verbal, from any governmental authority or private consultant or other third party, stating that Hazardous Materials may exist on or under the Property or that any Environmental Law may have been violated with respect to the Property; and (v) Seller has delivered to Buyer copies of all environmental reports, site assessments, soils reports, or other studies or reports (“Environmental Reports”) relating to the Property. The term "Hazardous Materials" shall mean any substance which is or contains (i) any "hazardous substance" as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.) ("CERCLA") or any regulations promulgated under or pursuant to CERCLA; (ii) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. §6901 et. seq.) ("RCRA") or regulations promulgated under or pursuant to RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum

hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; and (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Laws (as hereinafter defined) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Laws; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. The term "Environmental Laws" shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil).

tt. Representations of Buyer. Buyer represents and warrants to Seller as follows:

i. Authority. If Buyer is other than an individual, Buyer is duly formed and is in good standing under the laws of the state of formation and is authorized to transact, Buyer is not aware of any facts which prohibit it from entering into this Agreement and closing this Agreement in accordance with the terms thereof. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not result in any breach of the terms and conditions of, or constitute a default under, any instrument or obligation to which Buyer is now or may become a party, or by which Buyer may be bound or affected, or violate any order, writ, injunction or decree of any court in any litigation to which Buyer is a party, or violate any law.

ii. Representations. No representation or warranty by Buyer in this Agreement or in any instrument, certificate or statement furnished to Seller pursuant hereto, or in connection with the transaction contemplated hereby, contains or will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading.

4. INSPECTION PERIOD.

uu. Inspection Period. Sixty days (2 months) after the Effective Date, whichever occurs last (“Inspection Period"), upon reasonable notice to Seller, Seller shall afford to Buyer and authorized representatives of Buyer reasonable access to the Property in order that Buyer may have full opportunity to inspect the Property, conduct surveys and perform tests of the Property, subject to the following: (i) Buyer and its agents, officers, directors, partners, contractors, employees, successors and assigns (collectively, "Buyer's Representatives") shall restore the Property to its prior condition, reasonable wear and tear excepted; and (ii) Buyer and Buyer's Representatives shall indemnify and hold Seller, its officers, directors, employees and agents, harmless from all loss, cost or damage, direct or indirect, including, without limitation, attorneys' fees, arising from the aforesaid investigations. Buyer’s obligations pursuant to clauses (i) and (ii), shall survive the delivery of the Deed or earlier termination of this Agreement for any reason.

vv. Buyers Inspections. In furtherance of the foregoing, Buyer, at its sole cost, may perform or cause to be performed, on its own behalf and at its own expense, engineering and other "due diligence" studies, tests and analyses of the Property, including, without limitation, environmental site assessments, inspections of any structures located on the Property, including inspections of the roof, foundations, heating, ventilating and air conditioning system and elevators, if any, by one or more engineers, contractors and/or exterminators selected by Buyer, and such other investigations as Buyer deems necessary.

ww. Existing Reports and Information . Within ten (10) days following the Effective Date of this Agreement, Seller shall deliver to Buyer or Buyer’s attorney any of the following in Seller’s possession:

i. Copies of any existing surveys of all or any portion of the Property.

ii. Copies of existing Environmental Reports.

iii. Copies of Seller’s existing title insurance policy for the Property or title commitment, if the title company has not yet issued the title insurance policy. When the policy has been issued, Seller will forward a copy to Buyer within 5 days of receipt.

iv. Copies of existing leases or occupancy agreement affecting the Property, together with all amendments thereto, if any, together with a current (within 30 days) rent roll certified by Seller as correct.

v. Copies of existing structural inspection or termite inspection reports, if any.

vi. Copies of all management agreements, service agreements, equipment leases and other agreements affecting the operation of the Property.

Seller agrees to provide Buyer with any change or amendment to any of the above occurring after the Effective Date of this Agreement; provided nothing herein shall constitute Buyer’s acceptance of or be deemed to be a waiver of Buyer’s right to review and approve any such change or amendment.

xx. Termination of Agreement. If, on or before the expiration of the Inspection Period(s), Buyer, in Buyer's sole discretion, determines that the results of any investigation conducted by Buyer pursuant to this Paragraph are not satisfactory to Buyer, then, Buyer may, at Buyer's option, notify Seller in writing of any defect and Seller shall have the option to cure the defect within 30 days or Buyer may notify Seller prior to the expiration of the Inspection Period(s), of Buyer's election to terminate this Agreement. If Seller elects to cure the defect, all corresponding dates herein are extended by 60 days. If Buyer so elects to terminate this Agreement pursuant to this provision, then the Deposit, together with all interest earned thereon, if any, shall be returned to Buyer and this Agreement shall thereupon terminate without recourse to the parties (except as otherwise provided in this Agreement) and without any obligation to pay brokerage commissions. In the event Buyer fails to so notify Seller of Buyer's termination of this Agreement prior to the expiration of the Inspection Period(s), (i) the Deposit shall become non-refundable and shall be deemed earned by Seller regardless of whether the transaction is consummated (unless such failure is the result of Seller's default), and (ii) Buyer shall be deemed to have waived Buyer's right to terminate this Agreement under the terms of this Paragraph. Buyer agrees that, in the event this transaction is not consummated for any reason, Buyer shall furnish to Seller copies of any written reports or documents in respect of the Property paid for in whole or part by Seller.

5. TITLE INSURANCE.

yy. Commitment. 10 days after the Effective Date, the Seller shall deliver to Buyer, at Seller's expense unless otherwise set forth herein, a binder for an ALTA Form (Florida version) marketable title insurance policy (the "Commitment"), in the amount of the Purchase Price issued by a nationally recognized title insurance company ("Title Company") selected by Seller and acceptable to Buyer agreeing to issue to Buyer, upon the recording of the Deed heretofore mentioned, a title insurance policy, insuring Buyer's title to the Property subject only to the Permitted Exceptions, as hereinafter defined. Along with the Commitment, Seller shall deliver to Buyer copies of each document or instrument mentioned in Schedule B-2 of the Commitment.

b. Title Defects. If Schedule B-2 of the Commitment contains any exception or defect not acceptable to Buyer in Buyer's sole discretion, the Buyer shall deliver to Seller written notice of Buyer's objections within ten (10) days of the receipt of the Commitment (the "Title Review Period"). Such written notice shall specifically set forth the nature of Buyer's objections to title. In the event that Buyer shall fail to object to any matter set forth in the Commitment within the Title Review Period, such matter shall be deemed to be a "Permitted Exception". The Seller shall have thirty (30) days after receipt of such notice or until the

Closing Date, whichever date first occurs (the "Cure Period"), to either (i) cure or remove such defects and furnish to the Buyer appropriate evidence that same have been cured or removed; or (ii) notify Buyer in writing that Seller is or unable after reasonable efforts to correct or remove such defect. By mutual written agreement, the parties may agree to extend the Cure Period. If such defects are cured or removed within the Cure Period, the sale and purchase shall be closed on the later of: ten (10) days after delivery to the Buyer of evidence that said defects have been cured or removed; or the Closing Date set forth herein. If the Seller fails or is unable to cure said defects within the Cure Period provided above, the Buyer shall have the option, to be exercised in its sole discretion: to complete the purchase and accept title to the Property subject to such defects within the later of: ten (10) days after the expiration of Cure Period, or the Closing Date set forth herein; or Buyer shall notify the Seller in writing within the said ten (10) day period that it elects to terminate this Agreement and not complete the purchase, in which event the Buyer shall be entitled to an immediate refund by the Escrow Agent of the Deposit plus accrued interest thereon, if any, whereupon all rights and liabilities of the parties hereto to each other shall end. Upon such termination, Buyer shall return to the Seller the Commitment, all title papers and copies of this Agreement.

zz. Standard Exceptions. Standard printed exceptions relating to parties in possession and construction liens shall be deleted at closing upon delivery to the Title Company by Seller of an owner's affidavit meeting the requirements of Florida Law and in form acceptable to the Title Company (provided that if the Property is occupied by tenants under written leases, the exception relating to parties in possession shall be deleted except for such tenants). Standard exceptions relating to boundary encroachments and similar matters and unrecorded easements and related rights shall be deleted upon delivery to the Title Company prior to the Closing Date of a current Survey as defined in Paragraph 6 below (with reasonable exceptions for the matters shown thereon). Standard exceptions relating to filled lands or sovereign rights shall be removed upon delivery to the Title Company of a Survey together with such other reasonable documentation as may be required by the Title Company, evidencing that such exceptions are not relevant to the Property. The Seller shall be responsible for delivery of the owner's affidavit described above.  Buyer shall be responsible for delivery of the Survey.

aaa. Reasonable Efforts. Seller shall use reasonable efforts to cure or remove the exceptions objected to by Buyer pursuant to subparagraph b. above; provided that the term "reasonable efforts" shall not require Seller to commence any legal or administrative action or expend any amount greater than one percent (1%) of the Purchase Price.

6. SURVEY.

During the period set forth above during which Seller must deliver a Commitment to Buyer or during the Inspection Period, whichever time period is longer, Buyer may obtain a current survey of the Property (the "Survey"). In order for the Title Company to remove the standard survey exceptions as described in 5(c) above, the Survey must be prepared in accordance with the minimum requirements adopted by the F.S.P.L.S., Fla. Admin. Code and the F.L.T.A.. If the Survey discloses an encroachment or setback violation, same shall be deemed a title defect hereunder and the provisions of Paragraph 5 relating to Buyer's delivery of notice of the defect and Seller's right to cure same shall control. Any other survey requirements set forth the Commitment shall also be complied with, including a surveyor's certificate in a form acceptable to the Title Company.

7. CLOSING.

bbb. Closing. The closing (the "Closing") shall be held not more than 120 days from “effective date” unless the parties mutually agree upon another time or date. Closing shall take place at such place as the parties may agree.

ccc. Possession. Possession of the Property shall be delivered to Buyer at the Closing, subject to the Permitted Exceptions.

ddd. Proration of Taxes and Other Expenses and Profits. At Closing, pro-rations of income and

expense and the apportionment of taxes shall be as follows:

i. If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation, with full discounts applied. Subsequent to the Closing, the parties agree that if the actual taxes are different from the estimated taxes, either party may, within sixty (60) days of the issuance of a final tax bill, have the right to request in writing, a reproration of the taxes and an appropriate adjustment based thereon. Upon such reproration, the appropriate party shall refund to the other party any overpayment or credit within thirty (30) days from the date thereof. If the Property is not assessed as a separate parcel for tax or assessment purposes, then such taxes and assessments attributable to the Property shall be determined by Seller in its reasonable discretion. If, as of the Closing, the Property is not being treated as a separate tax parcel, then Buyer shall, at its sole cost and expense, use diligent best efforts to ensure that the Property is assessed separately for tax and assessment purposes within no more than one year from the Closing Date. This provision shall survive closing.

eee. Utilities. Utilities serving the Property shall not be prorated. On the day following closing, Seller shall have each utility provider render a final bill through said date and Seller shall on said date terminate all such accounts and be entitled to receive a refund of any and all utility deposits. Buyer shall be solely responsible for establishing new accounts with such utility providers in Buyer's own name.

fff. Insurance. Any insurance coverage maintained by Seller shall not be prorated at Closing.  On the day following Closing, Seller shall have the right to cancel any existing policy of insurance and receive a full refund of all unearned premiums. Buyer shall solely responsible for obtaining such new insurance coverage for the Property as Buyer deems appropriate.

ggg. Survival of Paragraph. The agreements of Seller and Buyer set forth in this Paragraph shall survive the Closing.

8. CLOSING COSTS.

hhh. Unless otherwise set forth herein or in any addendum attached hereto, the closing costs associated with this transaction shall be paid as follows:

iii. Seller shall pay:

i. The cost of the Owner’s Title Insurance Commitment and Policy, including all search fees and premiums relating thereto.

ii. The documentary stamps to be attached to the Deed.

iii. The cost of curing any title conditions subject to the provisions of this Agreement.

iv. Seller’s attorney fees.

jjj. Buyer shall pay:

i. The recording fee required to record the Deed.

ii. The cost of the Survey if desired by Buyer.

iii. All financing costs and fees associated with the closing of any loan obtained by Buyer, is any

iv. The cost of all Mortgagee Title Insurance Policies or Endorsements required by Buyer’s lender.

v. The costs of all due diligence inspections and reports obtained by Buyer.

vi. Buyer's attorney fees.

9. CLOSING DOCUMENTS AND OBLIGATIONS.

kkk. Seller's Obligations at the Closing. At the Closing, Seller shall deliver to Buyer the following documents, as applicable:

i. Deed. Warranty Deed (the "Deed") executed by Seller conveying the Property to Buyer subject to no exceptions other than the Permitted Exceptions.

ii. FIRPTA Affidavit. An affidavit of Seller certifying that Seller is not a "foreign person," as defined in the Federal Foreign Investment in Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended.

iii. Owner's Affidavit. An executed affidavit or other document acceptable to the Title Company in issuing the Owner's Policy without exception for possible lien claims of mechanics, laborers and materialmen or for parties in possession (except tenants under written leases), as applicable.

iv. Bill of Sale. Bill of Sale (the "Bill of Sale") executed by Seller assigning to Buyer the Personal Property.

v. Contracts. The originals (or photocopies if the originals are not in Seller’s possession) of all of the service contracts, if any, affecting the Property and in the possession of Seller. To the extent that Buyer has agreed to assume any such contracts, Seller shall also deliver an Assignment of Service Contracts.

vi. Form Notice to Tenants. If applicable, a form Notice to Tenant notifying same of the sale and transfer and providing the name and address of the Buyer.

vii. Closing Statement. A closing statement setting forth the allocation of closing costs, purchase proceeds, etc.

viii. Assignment and Assumption of Leases. If applicable, Assignment and Assumption of Leases (the "Assignment") executed by Seller assigning to Buyer any Leases affecting the Property.

ix. Assignment of Governmental Permits and Approvals. An Assignment of Governmental Permits and Approvals executed by Seller assigning all of Seller’s right, title and interest in and to all governmental approvals, consents, permits, waivers and impact fees or density credits specifically related to the Property.

x. Other Documentation. Estoppel letters and such other documents as may be reasonable and necessary to consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions of this Agreement.

lll. Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver to Seller the following:

i. Purchase Price. The Purchase Price by cashiers check or confirmed wire transfer of immediately available U.S. funds;

ii. Evidence of Authority. Such consents and authorizations as Seller may reasonably deem necessary to evidence authorization of Buyer for the purchase of the Property, the

execution and delivery of any documents required in connection with Closing and the taking of all action to be taken by the Buyer in connection with Closing; and

iii. Other Documentation. Such other documents as may be reasonable and necessary to consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions of this Agreement.

10. RISK OF LOSS.

mmm. Condemnation. If, prior to the Closing, action is initiated to take any of the Property by eminent domain proceedings or by deed in lieu thereof, Buyer may either (a) terminate this Agreement by written notice to Seller delivered to Seller within ten (10) days following the date that Seller delivers to Buyer written notice of such proposed taking, or (b) consummate the Closing, in which latter event the award of the condemning authority shall be assigned to Buyer at the Closing.

nnn. Casualty. If the Property, or any part thereof, suffers any damage such that the total cost to repair is less than ten percent (10%) of the Purchase Price (“Minor Damage”), Seller agrees to promptly use commercially reasonable efforts to cause all necessary repairs to be made within ninety (90) days from the date of such damage and the Closing shall be postponed as necessary to permit said repairs to be made or, at the sole option of Buyer, Buyer can accept an assignment of Seller’s insurance proceeds (with Seller paying any deductible) at closing. If the Property, or any part thereof, suffers damage such that the total cost equals or exceeds ten percent (10%) of the Purchase Price (“Substantial Damage’), either party may terminate this Agreement by written notice to the other party delivered, in accordance with the notice provision of this Agreement, within thirty (30) days of said party’s discovery of said damage. In the event that neither party elects to terminate this Agreement as set forth in the preceding sentence, Seller shall cause the repairs to be timely made or Buyer may elect to have Seller assign Seller’s insurance proceeds, all in accordance with the provisions set forth above with respect to Minor Damage.

11. DEFAULTS.

ooo. Breach by Seller. If Seller breaches this Agreement, Buyer may, as Buyer's sole and exclusive remedies hereunder, either terminate this Agreement and thereupon shall be entitled to the immediate return of the Deposit or in the alternative, Buyer may bring an action for specific performance of this Agreement

ppp. Breach by Buyer. If Buyer breaches this Agreement, Seller may, as Seller's sole remedy and relief hereunder, either terminate this Agreement and thereupon shall be entitled to receive the immediate return of the Deposit as liquidated damages or in the alternative, Seller may bring an action for specific performance of this Agreement

qqq. Return/Delivery of Deposit. In the event the Deposit is returned to the Buyer, as provided in subparagraph a. above, or delivered to the Seller, as provided in subparagraph b. above, upon the return or delivery of the same, the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, except for the obligations specifically required to survive closing or termination of this Agreement as set forth herein.

12. OPERATIONS PENDING CLOSING.

rrr. Operations. From the Effective Date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall keep and maintain the Property in substantially the same condition as of the date of this Agreement, reasonable wear and tear excepted.

13. NOTICES.

sss. All notices, demands and requests which may be given or which are required to be given by either party to the other under this Agreement, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when either: (i) personally delivered to the

intended recipient; (ii) three (3) business days after having been sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified herein; or (iii) at 5:00 p.m. of the business day next following after having been deposited into the custody of a nationally recognized overnight delivery service such as Federal Express Corporation, addressed to such party at the address specified herein. Any notice sent as required by this section and refused by recipient shall be deemed delivered as of the date of such refusal. For purposes of this Paragraph, the addresses of the parties for all notices are as set forth in the Preamble of this Agreement (unless changed by similar notice in writing given by the particular person whose address is to be changed).

14. BROKERAGE.

ttt. Seller and Buyer warrant each to the other (and it is agreed that this warranty shall survive delivery of the deed) that no broker or agent has been employed with respect to the sale of the Property except if the seller wishes; seller must compensate their broker accordingly.

15. ESCROW AGENT.

uuu. The Escrow Agent shall hold the Deposit in accordance with this Agreement. In receiving and maintaining such Deposit, Escrow Agent shall be deemed to be acting only as a stakes holder and shall have no liability for any loss or damage or for the improper delivery of such funds, except where such loss or damage is the result of Escrow Agent's gross negligence. In the event of a dispute, Escrow Agent may deposit the funds held by it in the court registry and the parties agree to indemnify Escrow Agent from any costs or fees associated therewith. Escrow Agent may reasonably rely upon the written or oral directions of the parties without verifying the accuracy thereof.

16. RADON.

vvv. 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. THIS DISCLOSURE IS REQUIRED BY FLORIDA LAW TO BE CONTAINED IN ALL CONTRACTS FOR SALE OR LEASE OF BUILDINGS.

17. MISCELLANEOUS.

www. Entire Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set forth herein.

xxx. Amendment. This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby.

yyy. Headings. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement.

zzz. Time of Essence. TIME IS OF THE ESSENCE OF THIS AGREEMENT; however, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Florida, then, in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday.

aaaa. Governing Law. This Agreement shall be governed by the laws of the State of Florida and the laws of the United States pertaining to transactions in such State. All of the parties to this Agreement have participated freely in the negotiation and preparation hereof; accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto.

bbbb.

cccc. Successors and Assigns; Assignment. This Agreement shall bind and inure to the benefit of Seller and Buyer and their respective heirs, executors, administrators, personal and legal representatives, successors and assigns. Notwithstanding the above, Buyer shall not assign Buyer's rights under this Agreement without the prior written consent of Seller.

dddd. Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement.

eeee. Attorneys' Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys' fees, paralegal fees and cost incurred in such suit at trial, appellate, bankruptcy and/or administrative proceedings.

ffff. Multiple Counterparts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged.

gggg. Date of this Agreement. This Agreement shall not be effective unless signed by both Buyer and Seller. As used in this Agreement, the term "Effective Date" shall mean and refer to the date of execution of the last of Buyer or Seller to execute this Agreement.

18. ACCEPTANCE.

The offer by the Seller party to execute this Agreement to sell or buy the Property is being made April 1, 2005 and shall terminate unless this Agreement is accepted and executed by the other party within five (5) business days after the offer is made. A fax signature is acceptable for purposes of acceptance of the Agreement within the required time period.

Schedule “A”

CROXTON SUB BLK 2, LOTS 3 THRU 6 according to the map or plat thereof as recorded in Plat Book 005, Page 049 of the public records of Pinellas County, Florida

Parcel Identification Number: 30/31/17/19782/002/0050

RE: CHEVRON Corporate (2) Locations

Currently working on (2) Chevron Corporate locations, one in Dade County and one in Broward County with an asking price of approximately 1.65 million each owned by Sunshine Gasoline. Sunshine will lease for 8.75 cap with a potential market sell price of 7.5 cap.

NNN Lease with Monthly Rent @ $11,688 with expected close date in first quarter of 2013.

Years 1 – 5 $ 140,256 annually, with monthly installments of $11,688Years 6 – 10 $ 147,268 annually, with monthly installments of $12,272.40Years 11 – 15 $ 154,632.24 annually, with monthly installments of $12,886.02Years 16 – 20 $ 162,363.96 annually, with monthly installments of $13,530.33

Sunshine Gasoline is purchasing 27 of these corporate stores directly with a package total of 35. They have invited three investor groups to purchase the rest. I have a signed confidentiality agreement in place on this deal.

Sunshine Gasoline Distributors, Inc. engages in gasoline marketing and light oils retailing businesses in South Florida. The company was founded in 1987 and is based in Doral, Florida. Sunshine brands include BP, Chevron, Shell, Citgo and Texaco. Please visit the Sunshine Gasoline Distributors website @ www.sunshinegasoline.com

Finncastle is a large equestrian development that we currently have under contract. This residential development has over 144 acres subdivided into 34 parcels 2 to 5 acres each and a 8,900 sq. ft estate home that exists on 5 acres alone originally built for NASCAR legend Ernie Irvan. The main infrastructure is in place including all roads, street lights, utilities and cable.

Other amenities include a state of the art equestrian center that provides:

18 European-style custom arch front stalls Stalls are 10 x 14’ with windows in every stall Comfort Stall” cushioned stall mattresses Rubber-paved aisles Nelson automatic, consumption-monitored waterers Instant hot/cold wash stalls with radiant heaters Orion individual stall lighting Oscillating stall fans Automatic fly control system 136’ x 240’ covered, lighted, enclosed arena with viewing

Moorsesvil

Arena sound system Outdoor lighted regulation dressage arena 60’ covered solid wall round pen with viewing area Individual Triple Crown vinyl fenced paddocks with Nelson automatic waterers Miles of hacking trails with cross-country fences Spacious tack room with large private lockers Separate hay/grain/shavings storage Personal grooming equipment lockers in grooming areas Boarder shower and dressing area Luxurious boarder’s lounge with media center and kitchen

This equestrian facility is worth over 1.5 million alone and currently produces a profit.

I am working on trying to move this deal to a local developer for a quick turnaround. At $130,000 per lot, the developer could cover the investment alone and retain a fully functioning stable and event area along with the existing home.