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This Agreement for Sale and Purchase of Property ("Agreement") is between MDM Investments, etal ("Seller"), and REAL ESTATE RESOURCES-FL, LLC, its successors or assigns ("Buyer"), and ASSOCIATED LAND TITLE GROUP ("Escrow Agent"). W I T N E S S E T H: 1. AGREEMENT TO SELL; PURCHASE PRICE.

1.01 Agreement to Sell and Convey. Seller hereby agrees to sell and convey to Buyer and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions hereinafter set forth, and in reliance upon the representations and warranties herein set forth, that certain 2.5+/- acre property located at the intersection of US#1 and West Bayshore Road, Volusia County, Florida (the "Land"), and being more particularly described on Exhibit "A" attached hereto and incorporated herein, together with the following: a. All and singular the rights, easements, passages, water rights, drainage rights and appurtenances pertaining thereto, including any right, title and interest of Seller in and to adjacent streets, roads, alleys, rights-of-way, passageways and water courses; and All of Seller's right, title and interest in, to and under any and all site plans, construction and development drawings, surveys, soils reports, licenses, permits, including but not limited to sewer, drainage and other utility permits, zoning approvals, licenses and agreements, and other governmental documents whatsoever pertaining to the Land (the "Permits"); and Such other rights, interests and properties as may be specified in this Agreement to be sold, transferred, assigned, or conveyed by Seller to Buyer.



The Land described on Exhibit "A," the Permits and the rights, interests, and other properties described above, are collectively called the "Property." 1.02 Purchase Price. The purchase price ("Purchase Price") to be paid for the Property shall be FIVE HUNDRED THOUSAND AND NO/100 ($500,000.00) DOLLARS. The Purchase Price shall be paid by Buyer to Seller as follows: $ $ 10,000.00 15,000.00 Earnest money deposit to be delivered to the Escrow Agent upon full execution of this Agreement by Seller and Buyer. In the event Buyer elects not to terminate this Agreement pursuant to Section 1.03 below, an additional earnest money deposit shall be delivered to the Escrow Agent no later than 5:00 p.m. 60 days from the effective date at which time all deposits shall become nonrefundable and payable to Seller. Buyer and Seller herewith agree, that this date (Inspection Period) can be extended due to hurricanes, tornadoes and other acts of god. Representing the balance of the Purchase Price, subject to adjustments for prorations and closing costs as specified herein, shall be paid by federal funds wire, payable to the order of Seller, or as Seller shall otherwise designate in writing prior to Closing, as defined below.


All earnest monies deposited hereunder, together with all interest accrued thereon, shall be collectively referred to as the "Deposit." The initial Deposit shall be held in escrow by Escrow Agent and shall be placed in a non-interest bearing account. If Buyer does not terminate the contract pursuant to paragraph 1.03 below, all Deposits ($25,000.00) shall be delivered to Seller, after the Inspection Period, and credited to Buyer's obligation for payment of the Purchase Price.

1.03 Inspection Period. Buyer or Buyer's agents, at Buyer's sole expense, shall have, upon reasonable notice to Seller, the right, during the term of this Agreement to inspect the Property. Such inspection may include but shall not be limited to engineering, soils, environmental, utility and feasibility studies. Seller shall use due diligence and reasonable efforts to assist Buyer with all inspections and inquires. If the Property is determined to be unsatisfactory to Buyer, Buyer may terminate this Agreement by giving written notice to Seller of such termination not later than 5:00 p.m. (E.S.T.) on, the date which is sixty (60) days from the effective date (the "Inspection Period"), or as extended, upon which the Escrow Agent shall return the Deposit to Buyer and the parties hereto shall be relieved of all further obligations hereunder, except as otherwise provided hereinbelow. Buyer shall cause all persons or entities furnishing materials or services in connection with the inspection rights granted hereunder to be promptly paid and Buyer shall not allow the filing of any mechanics liens against the Land in connection with the inspection permitted hereunder. Buyer shall indemnify and hold Seller harmless from and against any liability, damage, cost or expense which may arise or result from Buyer's activities on the Property. The provisions of this Section 1.03 shall survive termination or Closing of this Agreement. No such inspection, examination, testing or other matter shall constitute a waiver, by Buyer, of its right to rely on Seller's representations and warranties contained herein. During the Inspection Period Buyer may also conduct any other assessments, analyses, surveys and investigations that Buyer deems necessary to determine to Buyers satisfaction the Propertys zoning and zoning restrictions; subdivision, ordinances, availability to public roads, water, sewer, and other utilities; consistency with local, state and regional growth management plans; availability of permits, government approvals and licenses; and other inspections that Buyer deems necessary to determine the propertys suitability for the Buyers intended use. 2. SURVEY AND TITLE COMMITMENT.

2.01 Preliminary Title Report. Within forty five (45) days after the Effective Date, Buyer shall cause American Title Company to issue and deliver to Buyer a current form A.L.T.A. commitment, or its equivalent (the "Title Commitment"), which shall set out the state of title to the Property including but not limited to all easements, restrictions, rights of way, covenants, reservations and all other encumbrances affecting the Property which would appear in an owner's policy of title insurance, if issued, accompanied by one legible copy of all documents affecting the Property and which constitute exceptions to the Title Commitment. The Title Company shall also issue, for Buyer's benefit prior to closing, an insured closing letter in form and substance reasonably acceptable to Buyer. Buyer shall give Seller written notice on or before the later of (a) fifteen (15) days after Buyer's receipt of the Title Commitment together with copies of all exceptions referred to therein and the Survey; and (b) the expiration of the Inspection Period, that the condition of title as set forth in the Title Commitment and the survey is or is not satisfactory, in Buyer's sole discretion (other than easements and restrictions of record which do not adversely affect use of the Property as contemplated hereby and real estate taxes not yet due and payable which shall be deemed "Permitted Exceptions"). In the event that the condition of title is not acceptable, Buyer shall state which exceptions to the Title Commitment are not acceptable and Seller shall undertake to eliminate the exceptions to which Buyer has objected, provided, however, that at Closing, mortgages or other monetary encumbrances ("Monetary Liens") may be satisfied or the liens thereof partially released, as the case may be, as to the Property from Seller's proceeds at Closing and Buyer's failure to specifically object to any such Monetary Lien shall not constitute an acceptance or waiver thereof. Seller shall, at its sole cost and expense, promptly undertake and use reasonable efforts to eliminate or modify all unacceptable matters to the reasonable satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy said objections within thirty (30) days after said notice, Buyer may, at its option: (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event said objections shall be deemed to be waived for all purposes; or (ii) rescind this Agreement, whereupon the Deposit shall be immediately returned to Buyer and this Agreement shall be of no further force and effect. Seller shall execute any and all undertakings or documents required to obtain endorsements from the Title Company providing gap coverage, all at Seller's sole cost and expense. Notwithstanding any of the provisions of this Section 2.01 to the contrary, if Buyer fails to notify Seller of the condition of title as set forth in the Title Commitment and Survey is or is not acceptable, within the time period set out herein, the parties hereby agree that the condition of title shall be deemed acceptable and all items shown shall be deemed additional "Permitted Exceptions". 2.2 Survey. Seller shall provide Buyer, within five (5) days after the Effective Date, an ALTA Survey (the "Survey") of the Property prepared by a duly licensed land surveyor. In the event the survey(s) provided by Seller, show any encroachments of any improvements upon, from, or onto the Property, or on or between any building set-back line, a property line, or any easement, except those acceptable to Buyer, in Buyer's sole discretion, or any other unacceptable matters, said encroachment or other matter shall be treated in the same manner as a title defect under the procedure set forth above.



3.01 Closing Date. The consummation of the transaction contemplated by this Agreement (the "Closing") shall take place at the office of the Title Company 90 days after the Effective Date or as extended subject to Articles 1.03 (on or about December 20, 2005), or such date as Buyer and Seller shall mutually agree upon., provided Seller has fully performed its obligations hereunder. 3.02 Seller's Obligations at Closing. At the Closing, Seller shall do the following: a. Execute, acknowledge, and deliver to Buyer a special warranty deed, conveying the Property to Buyer free and clear of all defects, liens and encumbrances subject only to the Permitted Exceptions, which deed shall be in form for recording and reasonably acceptable to Buyer together with a completed and executed Florida Department of Revenue form DR-219 and payment of all documentary stamps and transfer taxes computed therein or otherwise due with respect to such conveyance. Cause the Title Company to endorse the Title Insurance Commitment (at Seller's sole cost and expense) so that the effective date is as of Closing and to delete standard exceptions for matters appearing of record from the effective date through the recording of the warranty deed to Buyer and to provide gap endorsement. Execute and deliver to Buyer and Title Company, an Affidavit of No Lien satisfactory to the Title Company so as to cause the Title Company to remove the mechanics lien, parties in possession and unrecorded easements standard exceptions from the Title Policy. Execute and deliver to Buyer an Assignment of all Contracts, Permits and Warranties to the extent assignable. Deliver to the Title Company and Buyer evidence satisfactory to each of Seller's authority to execute and deliver the documents necessary or advisable to consummate the transaction contemplated hereby including but not limited to a Non-Foreign Status Affidavit in compliance with Section 1445(f)(3), Internal Revenue Code of 1986, as amended. Deliver to Buyer original counterparts of the Contracts, the Permits and the Warranties. Deliver to Buyer a certificate of Seller ("Seller's Certificate") to the effect that all of Seller's representations and warranties contained in Section 5 are true and correct in all material respects as of the Closing or disclosing the extent, if any, to which the same are not then true and correct in all material respects; Execute and deliver to Buyer and Title Company four (4) duplicate original copies of a settlement statement which shows the Purchase Price, the various credits to each of Seller and Buyer as contemplated herein, the disbursements made for the account of each of Seller and Buyer as contemplated herein, any amounts to be held in escrow as contemplated herein, and such other agreements as Seller and Buyer may approve (herein referred to as the "Closing Statement"). Deliver to Buyer an Owners Policy of Title Insurance or a "marked-up" Title Commitment for the Property insuring fee simple title to the Land in Buyer (or its designee) in a face amount equal to the Purchase Price with the endorsements called for herein and containing no exceptions other than the Permitted Exceptions and those other exceptions to which Buyer may consent. Execute and/or deliver such other documents as may be required by the terms and conditions of this Agreement. Deliver sole and exclusive possession of the Property to Buyer, subject to the Leases.



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3.03 Buyer's Obligations at Closing. Subject to the terms, conditions, and provisions hereof, and contemporaneously with the performance by Seller of its obligations set forth in Section 3.02 above, Buyer shall deliver to the Title Company for Seller's account by wire transfer of immediately available federal funds an amount equal to the balance of the Purchase Price (after due credit for all funds held by the Escrow Agent) plus or minus prorations and Closing costs as set forth herein and in the Closing Statement. 3.04 Closing Costs. In connection with the Closing, Buyer shall select the title agent and the Buyer shall pay the cost of the premium payable for the Owner's Policy of Title Insurance and all search fees and costs paid or payable in connection with the issuance of the Title Commitment or such Owner's Policy of Title Insurance and the cost of all endorsements required herein. The Seller shall pay the cost of recording satisfactions or releases of the Monetary Liens or other documents to clear title to the Property and all costs of operating the Property which have been incurred or accrued prior to Closing. Buyer shall pay the cost of the Survey, all per page recording fees for the recording of conveyance documents and any and all costs related to Buyer's financing, if any. Seller shall pay all documentary stamps on the Deed. 3.05 Proration Of Taxes and Rents. Taxes shall be prorated at closing based on the taxes for the prior year and re-prorated upon receipt of the tax bill for the year of closing and such proration shall be paid within ten (10) days of receipt of an itemized statement of same. The land is presently being rented by tenants and used for mobile homes. The monthly rent shall be prorated at closing. 4. AFFIRMATIVE COVENANTS OF SELLER.

4.01 Information. Seller shall furnish to Buyer within ten (10) days after the Effective Date all currently existing engineering plans, drawings, soil tests, borings, licenses, permits, certificates of occupancy, leases, traffic studies, environmental assessment reports, surveys, as-built surveys, warranties and construction plans and specifications which Seller has relating to the Property, if any, and all such information may be used by Buyer in such manner as it desires. In the event Buyer fails to purchase the Property for any reason other than Seller's default, all such information shall be returned to Seller. Further Seller covenants and agrees as follows: a. b. On or before the Closing date, Seller will furnish to Buyer and the Title Company all information necessary to compute the closing prorations described in Section 3.05 hereof. From the date the Agreement is fully executed until the Closing Date or earlier termination of this Agreement, Seller shall: (i) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any governmental agency concerning or affecting the Property which is instituted or threatened after the date hereof. (ii) Not take, or omit to take, any action that would have the effect of violating any of the representations, warranties, covenants, or agreements of Seller contained in this Agreement. (iii) Not sell, assign, or convey any right, title, or interest whatsoever in or to the Property, or create any lien, encumbrance, or charge thereon without promptly discharging the same or arranging for the discharge of same under Section 2.01. (iv) Until the Closing, perform maintenance, repairs, replacements and improvements on the Property and expend such funds as to continue its present condition and state of repair, reasonable wear and tear, and natural deterioration. (v) Not remove or permit or cause to be removed any part of the Property except in the ordinary course of business and/or for purposes of replacement, which replacement shall be of character, quality and value equivalent to the items which they replace, and all such replacements shall be included in this sale. (vi) Seller herewith agrees not to actively advertise or market subject property for sale during the term of this Agreement, or enter into new leases, unless sooner notified by Buyer of Buyers election not to close on this transaction. 4

(vii) The Seller hereby authorizes Buyer to negotiate new leases with the existing tenants provided however any such negotiated lease shall not become effective until after closing and will not be binding on Seller. (viii) Seller herewith agrees to hold all negotiations between Buyer and Seller confidential and will not disclose any terms and conditions of this Agreement. (ix) Seller agrees to join with Buyer in execution of any and all documents required by all governmental agencies and approving authorities having jurisdiction over the proposed project development. All application fees shall be at the Buyers expense. Notwithstanding anything to the contrary contained herein, the covenants and agreements contained in this Section 4.01 shall survive the Closing. If, at any time, Seller learns that it will be unable, despite its good faith and reasonable efforts, to deliver title to the Project as provided in this Agreement or to comply with any other condition for Closing herein, or if Seller learns that any of its representations or warranties made herein shall be materially inaccurate or untrue when made or at the Closing, Seller shall promptly furnish Buyer with written notice thereof. 4.02 Soil Tests. Seller hereby grants to Buyer the right to conduct soil tests and an environmental audit on the Property. Buyer and its agents and representatives shall be entitled to enter upon the Property, to perform such acts as are reasonably necessary for inspection, soil tests, or environmental audit of the Property. Buyer hereby holds Seller harmless from any damages or liabilities arising from injuries caused by Buyer, its agents, or representatives in pursuing the activities permitted under this Section and agrees to repair any damage caused thereby. Further, Buyer shall not permit any mechanics', materialmen's or other lien to attach to the Property as a result of such activities. The provisions of this Section shall survive Closing. 4.03 Payment of Special Assessments. Seller, shall pay in full all certified special assessments against the Property to the date of the Closing. In the event such special assessments are paid in installments for improvements benefiting the future use of the Property, Seller shall not be responsible for any payments due for such assessments subsequent to Closing (with payments due for the period including the Closing being prorated). Seller represents and warrants that it is not aware of, and has not been advised of any assessments or proposed assessments except as may be otherwise set forth in the Title Commitment. 5. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO PROPERTY.

For the purpose of inducing Buyer to enter into this Agreement and to consummate the transaction contemplated herein, Seller represents and warrants to Buyer as follows (such warranties to be effective as of the Effective Date and at Closing unless otherwise provided): 5.01 Marketable Title. Seller has good, marketable and insurable title to the Property, free and clear of all mortgages, liens, encumbrances, leases, tenancies, security interests, covenants, conditions, restrictions, rights-of-way, easements, judgments, unrecorded leases, and other matters affecting title provided, however, subject to receipt of the Survey and the Owner's affidavit of no lien from Seller, the preprinted standard exceptions to title shall be deleted at Closing. Subject to all conditions precedent to Seller's obligation to close hereunder, at the Closing Seller will have and will convey to Buyer by warranty deed good, marketable, insurable, indefeasible fee simple title to the Property free and clear of all encumbrances and title defects other than the Permitted Exceptions. 5.02 No Condemnation Pending or Threatened. Seller has no information or knowledge of any pending or threatened condemnation, assessments or similar proceeding affecting the Property or any portion thereof, nor has Seller knowledge that any such assessment action, is presently contemplated. Seller will advise Buyer promptly if such information is received prior to Closing. 5.03 Compliance with Laws. Seller has complied with all applicable laws, ordinances, regulations, statutes, and rules pertaining to and affecting the Property. 5.04 Pending Litigation. There are no legal actions, suits, or other legal or administrative proceedings, including condemnation cases, or any governmental environmental cases, pending or threatened, against the Property, of which Seller is aware, and Seller is not aware of any facts which might result in any such action, suit or other proceedings. 5


Hazardous Wastes. a. Seller hereby represents and warrants that except as set forth hereinbelow, to the best of its knowledge and without any other independent investigation, the Property is not now and has never been used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process or in any manner deal with Hazardous Materials (as that term is hereinafter defined); that no Hazardous Materials have ever been installed, placed, or in any manner dealt with on the Property; and that no owner of the Property or any tenant, subtenant, occupant, prior tenant, prior subtenant, prior occupant or person (collectively, "Occupant") has received any notice or advice from any governmental agency or any Occupant with regard to Hazardous Materials on, from or affecting the Property. The term "Hazardous Materials" as used herein includes, without limitation, hazardous materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any material containing asbestos, or any other substance or material as may be defined as a hazardous or toxic substance by any federal, state or local environmental law, ordinance, rule, or regulation including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 1251 et seq.), the Clean Air Act (42 U.S.C. Sections 7401 et seq.), Chapter 376, Florida Statutes and in the regulations adopted and publications promulgated pursuant thereto (collectively, "Environmental Law"). To the best of Seller's knowledge, no portion of the Property has been designated, listed or identified in any manner by the Environmental Protection Agency ("EPA") or under and pursuant to any Environmental Law as a Hazardous Material disposal or removal site or candidate for removal or closure under any Environmental Law. No lien arising under or in connection with any Environmental Law has attached to the Property. Seller has not received a summons, citation, notice, directive or other communication, written or oral, from the EPA or other federal or state agency or instrumentally pursuant to an Environmental Law, concerning any intentional or unintentional action or omission by Seller or any party acting by or for Seller resulting in the releasing, spilling, storing, leaking, pumping, pouring, emitting, emptying, dumping or otherwise disposing of Hazardous Material into the environment. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. To the best of Seller's knowledge, there are no levels of Radon found on the Property that exceed such federal and/or state guidelines.


5.06 Utilities. Water and sewer service and electricity are available to the Property. To the best of Seller's knowledge, there are no pending or proposed assessments relative to any public utilities other than as may be set forth on the Title Commitment. 5.07 Governmental Agreements. Seller has not entered into any agreements which are not of record with any state, county or local governmental authority or agency or quasi-governmental authority relative to the Property. 5.08 Possession. There are no adverse or other parties in possession of the Property, or of any part thereof. No party has been granted any license, or other right relating to the use or possession of the Property, or any part hereof except as otherwise set out in the Title Commitment; 5.09 Liabilities. Except for the debts, liabilities and obligations for which provision is herein made for proration or other adjustment at Closing or which will be paid solely out of the proceeds of this transaction there will be no debts, liabilities, liens or other obligations of Seller with respect to the Property (whether known, unknown, accrued, absolute, contingent or otherwise) outstanding as of the Closing Date; 5.10 No Breach. The execution and delivery of this Contract, the consummation of the transaction herein contemplated, and the compliance with the terms of this Contract will not conflict with, result in a breach of or constitute a violation of or a default under or an event which, upon the giving of notice or the passage of time, or 6

both, would result in a breach of, any of the terms or provisions of, or constitute a default under, any indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller's property is bound (other than Monetary Liens which will be satisfied at Closing), any applicable regulation, decree, code, ordinance, rule or law of any city, county, state or federal government or government agency, or any judgment, order, or decree of any court having jurisdiction over Seller or Seller's properties; 5.11 Solvency. There are no attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief laws contemplated by or pending or threatened against Seller or the Property; 5.12 Access. The Property currently has access to public streets and Seller has no knowledge of any fact or condition existing which would or could result in the termination or reduction of current access from the Property to such existing highways and roads or of any reduction in sewer or other utility services presently serving the Property; 5.13 No Personal Property or Contracts. There are no vendors or service providers under agreements with Seller or providing services or supplies to Seller or for Seller's direct benefit with respect to the Property. 6. CONDITIONS TO CLOSING.

6.01 Conditions to Buyer's Obligations. The obligation of Buyer hereunder to consummate the Closing contemplated hereby is subject to the satisfaction, at or before Closing, of each of the following conditions (any of which may be waived in whole or in part in writing by Buyer at or prior to Closing). If any of the following conditions precedent (the "Conditions Precedent") are not satisfied prior to the date of Closing, Buyer may terminate this Agreement by giving Seller written notice and receive a full refund of the Deposit. a. Compliance by Seller. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Agreement to be performed, observed, and complied with by it prior to or as of the Closing or within the applicable time frame set out herein. Warranties. Excepting liens and encumbrances to be removed by Seller at or prior to Closing, including those which will be paid, discharged or satisfied out of the proceeds of this transaction, all of the representations and warranties of Seller set forth in this Agreement and in the Seller's Certificate are true and correct as of the date of this Agreement is fully executed and as of the Closing Date, as applicable. DEPOSIT.




7.01 Default by Seller. In the event that Seller should fail to consummate the transaction contemplated herein for any reason, except Buyer's default, Buyer: (i) may enforce specific performance of this Agreement; or (ii) receive a return of the Deposit, on demand, waiving thereby the right to recover any other damages suffered by Buyer for the delay or failure of Seller to close this transaction. 7.02 Default by Buyer. If the sale and purchase of the property contemplated by this Agreement is not consummated because of Buyers wrongful default or failure or refusal to perform hereunder, Seller shall retain the Earnest Money as Sellers full liquidated damages, the parties hereto acknowledge that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Buyers default. The right to retain the Earnest Money as full liquidated damages is the Sellers sole and exclusive remedy in the event of default by Buyer and Seller hereby waives and releases any rights to (and hereby covenants that he shall not) sue Buyer for specific performance of this Agreement or to prove that Sellers actual damages exceed the amount of said sums. 7.03 Attorneys' Fees, Etc. Should either party employ an attorney or attorneys to enforce any of the provisions hereof, or to protect its interest in any matter arising under this Agreement, or to recover damages for the breach of this Agreement, the party prevailing is entitled to receive from the other party all reasonable costs, charges, and expenses, including attorneys' fees, expert witness fees, appeal fees, and the cost of paraprofessionals working under the supervision of an attorney, expended or incurred in connection therewith whether resolved by arbitration, trial or appellate proceedings. 7



8.01 Brokerage Commissions. Each party represents to the other that no broker has been involved in this transaction. It is agreed that each such party to this Agreement whose actions or alleged actions or commitments form the basis of any other claim, other than the brokers specified above, agrees to indemnity and hold harmless the other party to this Agreement from and against any and all such claims or demands with respect to any brokerage fees or agents' commissions or other compensation asserted by any person, firm, or corporation in connection with this Agreement or the transaction contemplated hereby. The provisions of this paragraph shall survive the Closing. 9. OTHER CONTRACTUAL PROVISIONS.

9.01 Assignability. Buyer shall be able to assign its interest in this Agreement to a corporation, partnership or other entity formed to buy the Property, or a Joint Venture or any other entity in which the Buyer is a principal in the venture, without obtaining the prior written consent of the Seller. 9.02 Notices. Any notice to be given or to be served upon any party hereto, in connection with this Agreement, must be in writing, and may be given by either certified mail or a nationally recognized overnight delivery service such as Federal Express or United Parcel Service and shall be deemed to have been given and received when a letter containing such notice, properly addressed, with postage prepaid is deposited in either the United States Mail or delivered to such overnight delivery service or sent by facsimile transmission, receipt confirmed, followed by postal delivery of an original thereof, or by e-mail followed by postal delivery of an original thereof and if given otherwise than by certified mail or overnight delivery service, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Such notices shall be given to the parties hereto at the following addresses: FOR SELLER: MDM INVESTMENTS, etal Port Orange, FL With a copy to: FOR BUYER: REAL ESTATE RESOURCES-FL, LLC 501 North Causeway New Smyrna Beach, Florida 32169 With a copy to:

Any party hereto may, at any time by giving five (5) days written notice to the other party hereto, designate any other address in substitution of the foregoing address to which such notice shall be given and other parties to whom copies of all notices hereunder shall be sent. 9.03 Entire Agreement; Modification. This Agreement embodies and constitutes the entire understanding among the parties with respect to the transaction contemplated herein. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in such instrument. Nothing in this Section 9.03 to the contrary, however, shall prevent the termination of this Agreement in accordance with the terms of this Agreement specifically providing for its termination and not requiring any separate written instrument of termination. 9.04 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. 9.05 Venue. Venue for this transaction will be deemed to be the county in which the Property is located.

9.06 Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 9.07 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. 9.08 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Agreement. In proving this Agreement, it shall be necessary to account for only one such counterpart. 9.09 Interpretation. Whenever the context hereof shall so require the singular shall include the plural, the male gender shall include the female gender and the neuter, and vice versa. 9.10 Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 9.11 Risk of Loss by Condemnation/Casualty. a. All risk of condemnation prior to the Closing shall be on Seller. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property, or any portion thereof (including negotiations in lieu of condemnation), Seller will notify Buyer of the pendency of such proceedings. Buyer may participate in any such negotiations and proceedings, and Seller shall from time to time deliver to Buyer all instruments requested by it to permit such participation. Seller shall, at its expense, diligently pursue any such proceeding, and shall consult with Buyer, its attorneys and experts and cooperate with them in any defense of any such proceedings. If after the Effective Date and prior to the Closing all or a part of the Property is subjected to a bona fide threat of condemnation by a body having the power of eminent domain or is taken by eminent domain or condemnation (or sale in lieu thereof), Buyer may by written notice to Seller elect to cancel this Agreement prior to the Closing hereunder, in which event both parties shall be relieved and released of and from any further liability hereunder, and the Deposit shall forthwith be returned to Buyer, and thereupon this Agreement shall become null and void. If no such election is made, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing Seller shall assign, transfer, and set over to Buyer all of the right, title, and interest of Seller in and to any awards that have been or that may thereafter be made for such taking. All risk of loss by casualty prior to closing shall be on Seller. If all or any part of the Property is damaged or destroyed by fire or other casualty, Seller shall immediately notify Buyer and, in the event the estimate of such damage or destruction is in excess of Fifty Thousand Dollars ($50,000.00), Buyer may terminate this Agreement and cause the Deposit to be returned to Buyer. In the event such damage or destruction is less than Fifty Thousand Dollars ($50,000.00), Seller shall promptly repair and restore the Property and the closing of this Agreement shall proceed or shall be delayed, at Buyer's option, until completion of such repair and restoration



9.12 Joint Drafting. The parties hereby agree that each have played an equal part in the negotiations and drafting of this Agreement, and in the event any ambiguities should be realized in the construction or interpretation of this Agreement, the result of those ambiguities shall be equally assumed and realized by each of the parties to this Agreement. 9.13 Waiver. The waiver of one or more defaults by any party to this Agreement shall not be deemed a waiver of any subsequent default of that provision of the Agreement, or of a default under any other provision of this Agreement. 9.14 Tax Deferred Exchange. Buyer and/or Seller will cooperate with each other in the event either or both of them elects to effectuate a Section 1031 Exchange. 9

9.15 Time of the Essence. The parties acknowledge that time is of the essence for each time and date specifically set forth in this Agreement. 9.16 IRS Reporting Requirements. Seller and Buyer acknowledge and agree that Section 6045(e) of the Internal Revenue Code of 1986 requires that notice of sale and purchase of the Property described in this Agreement, be provided to the Internal Revenue Service (herein "IRS") by preparation and filing with the IRS of Form 1099-S; and further, Seller and Buyer agree to furnish and provide to the Title Company any and all information that the Title Company may require in order for the Title Company to (a) comply with all instructions to the IRS Form 1099-S in the preparation thereof, and (b) prepare and timely file with the IRS said IRS Form 1099-S with respect to this transaction. 9.17 Survival of Representations and Warranties. The representations and warranties of Seller set forth in this Agreement shall be continuing, shall survive the Closing and remain in full force and effect and shall not be affected by any investigation or inspection, actual knowledge, verification, or approval either by Buyer or Seller. 9.18 10. Effective Date. This Agreement shall have no force or effect unless executed by Seller and Buyer on or before September 20, 2005. ESCROW AGENT.

10.01 Duties. It is agreed that the duties of Escrow Agent are purely ministerial in nature, and that Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence so long as Escrow Agent has acted in good faith. Seller and Buyer release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of Escrow Agent's duties hereunder. 10.02 Responsibilities. Escrow Agent shall be under no responsibility in respect to any of the monies deposited with it other than faithfully to follow the instructions herein contained. Escrow Agent may advise with counsel and shall be fully protected in any actions taken in good faith, in accordance with such advice. Escrow Agent shall not be required to defend any legal proceedings which may be instituted against the escrow instructions unless requested to do so by Seller and Buyer and indemnified to the satisfaction of Escrow Agent against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind. Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with Escrow Agent, and shall be fully protected in acting in accordance with any written instructions given to Escrow Agent hereunder and believed by Escrow Agent to have been signed by the proper parties. 10.03 Sole Liability. Escrow Agent, assumes no liability under this Agreement except that of a stakeholder. If there is any dispute as to whether Escrow Agent is obligated to deliver the escrow monies, or as to whom that sum is to be delivered, Escrow Agent shall not be obligated to make any delivery of the sum, but in such event may hold the sum until receipt by Escrow Agent of any authorization in writing signed by all the persons having an interest in such dispute, directing the disposition of the sum, or in the absence of such determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination are not begun and diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding to deliver the Deposit to the registry of a court of competent jurisdiction pending such determination. Upon making delivery of the monies in the manner provided for in this Agreement, Escrow Agent shall have no further liability in this matter. 10.04 Legal Action. In the event a dispute arises between Seller and Buyer sufficient in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction, all money or property in its possession under this Agreement, and shall thereupon be discharged from all further duties and liabilities under this Agreement as Escrow Agent. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent from all costs and expenses, including without limitation attorneys' fees as defined in Section 7.03, incurred by Escrow Agent in connection with any legal action taken by Escrow Agent, in such capacity, hereunder. 10.05 Confirmation of Deposit. Escrow Agent has executed this Agreement at the bottom hereof to confirm that Escrow Agent is holding (drafts are subject to collection) and will hold the Deposit in escrow pursuant to the provisions of this Agreement and shall place the Deposit in an non-interest bearing savings account insured by the Federal Deposit Insurance Corporation.


10.06 Effective Date. This Agreement shall be effective upon the last date this Agreement is executed by Seller and Buyer (the "Effective Date"). IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written below. WITNESSES: SELLER:

_________________________________ _________________________________ (Witness print name) _________________________________ _________________________________ (Witness print name)

___________________________________________________ By: ____________________________For: MDM Investments (print name)

DATE:___________________________________ WITNESSES: BUYER: REAL ESTATE RESOURCES-FL, LLC, a Florida limited liability company __________________________________________ MICHAEL LYNN, managing member

_________________________________ _________________________________ (Witness print name) _________________________________ _________________________________ (Witness print name)


The undersigned hereby acknowledges receipt of the sum of TEN THOUSAND ($10,000.00) DOLLARS from Buyer as the initial deposit under this Agreement and agrees to serve as Escrow Agent hereunder and to perform in accordance with the terms hereof.

ASSOCIATED LAND TITLE COMPANY BY:______________________________________ DATE:____________________________


EXHIBIT A LEGAL DESCRIPTION LOTS 9, 10 & 11 EXC RD RWY BLK 17 HARBOR OAKS UNIT 2 MB 10 PG 209 PER OR 5088 PG 4263 PER OR 5413 PG 0379 Otherwise known as: 5964 Ridgewood Avenue, Port Orange, Florida 32127.