Purchase and Sale Agreement

PURCHASE AGREEMENT

This Agreement entered into this the day of April,
1992 by and among (hereinafter "Sellers"), (hereinafter
"Buyer").

WHEREAS, Sellers own and operate a mobile home park in the
, Mississippi; and

WHEREAS, Sellers own a mobile home which is located in said
park as well as certain facilities used in and associated with
said park operations; and

WHEREAS, Buyer desires to acquire substantially all of the
assets used or useful, or intended to be used in the operation
of Sellers business and Sellers desires to sell such assets to
Buyer;

NOW, THEREFORE, in consideration of mutual covenants
contained herein and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

SECTION 1. ASSETS PURCHASED

1.1 ASSETS PURCHASED. Sellers agrees to sell to Buyer
and Buyer agrees to purchase from Sellers, on the terms and
conditions set forth in this Agreement the following assets
("Assets"):

1.1.1 The real estate described as follows:
SEE ATTACHED LEGAL DESCRIPTION
EXHIBIT A

1.1.2 One 19 Mobile Home located on lot

1.1.3 Leases held by Sellers as "Landlord" on lots in
said park, a copy of which are attached hereto as Exhibit B
together with all sums held by Sellers as security deposits and
advance rental.

1.1.4 All taxes and rents will be prorated as of the
closing date.

1.2 NO ASSUMPTION OF LIABILITIES. Buyer shall not be
liable for or responsible to Sellers for any of Seller's
liability to tenants other than for security deposits and
advance rental.

SECTION 2. PURCHASE PRICE FOR ASSETS

The purchase price for the assets shall be $50,000.00,
allocated as follows:

1. Mobile home $

2. Real estate $

TOTAL $50,000.00

SECTION 3. PAYMENT OF PURCHASE PRICE

The price for the Assets shall be paid as follows:
3.1 At closing, Buyer shall cause to be delivered to
Sellers the sum of $50,000.00 and Sellers shall deliver to Buyer
an Assignment of Leases, a Bill of Sale on the mobile home and a
Warranty Deed on the real estate. Sellers shall also provide
Buyer with a Certificate of Title by a licensed attorney upon
whose certificate, title insurance can be obtained; said
certificate to show no liens or encumbrances and to show good
title in Sellers.

SECTION 4. SELLER'S REPRESENTATIONS AND WARRANTIES

Sellers each represent warrant to Buyer as follows:
4.1 Except as described in the Agreement, Sellers holds
good and marketable title to the assets, free and clear of
restrictions on or conditions to transfer or assignment, and
free and clear of liens, pledges, charges or encumbrances, other
than liens that will be paid at closing.
4.2 FACILITIES. All water and sewer facilities located in
the park are in good and proper working condition. All heating,
air conditioning, appliances, plumbing and electrical facilities
which are located in or a part of the mobile home are in good
and proper working condition.
4.3 BROKERS AND FINDERS. Neither Sellers nor Buyer has
employed any broker or finder in connection with the transaction
contemplated by this Agreement or taken action that would give
rise to valid claims against any party for a brokerage
commission, finder's fee or other like payment.
4.4 LITIGATION. Sellers have no knowledge of any claim,
litigation, proceeding, or investigation pending or threatened
against Sellers that might result in any material adverse change
in the business or condition of the assets being conveyed under
this Agreement.
4.5 ACCURACY OF REPRESENTATIONS AND WARRANTIES.
None of the representations or warranties of Sellers
contain or will contain any untrue statements of a material fact
or omit or will omit or misstate a material fact necessary in
order to make statements in this Agreement not misleading.
Sellers know of no fact that has resulted, or that in the
reasonable judgment of Sellers will result in material change in
the business, operations, or assets of Sellers that has not been
set forth in this Agreement or otherwise disclosed to Buyer.
5.1 SELLERS'S OPERATION OF BUSINESS PRIOR TO CLOSING.
Sellers agree that between the date of this Agreement
and the date of closing, Sellers will:
5.1.1 Use their best efforts to preserve the continued
operation of the park.
5.1.2 Not assign, sell, lease or otherwise transfer or
dispose of any of the assets, except to Buyer.
5.1.3 Maintain all of its assets in their present
conditions, reasonable wear and tear and ordinary usage accepted

5.2 ACCESS TO PREMISES AND INFORMATION. At reasonable
times prior to the closing date, Sellers will provide Buyer and
its
representatives with reasonable access to the Assets, titles,
contracts and records of Sellers and furnish such additional
information concerning Sellers' business as Buyer may from time

to time reasonably request.
5.4 CONDITIONS AND BEST EFFORTS. Sellers will use their
best efforts to effectuate the transactions contemplated by this
Agreement and to fulfill all the conditions of the obligations
of Sellers under this Agreement, and will do all acts and things
as may be required to carry out their respective obligations
under this Agreement and to consummate and complete this
agreement.

SECTION 6. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

The obligation of Buyer to purchase the Assets is subject
to the fulfillment, prior to or at the closing date, of each of
the following conditions, any one or portion of which may be
waived in writing by Buyer:

6.1 LICENSES AND PERMITS. Buyer shall have obtained all
licenses and permits from public authorities necessary to
authorize the ownership and operation of the business of
Sellers.

6.2 CONDITIONS OF THE BUSINESS. There shall have been no
material adverse change in the manner in of operation of
Sellers's business prior to the closing date.

6.3 NO SUITS OR ACTIONS. At the closing date, no suit,
action or other proceeding shall have been threatened or
instituted to restrain, enjoin or otherwise prevent the
consummation of this Agreement or the contemplated transactions.

SECTION 7. INDEMNIFICATION AND SURVIVAL

7.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in this Agreement shall
survive the closing of the purchase provided for in this
Agreement, except that any party to whom a representation or

warranty has been made in this Agreement shall be deemed to have
waived any misrepresentation or breach of representation or
warranty which such party had knowledge prior to closing. Any
party learning of a misrepresentation or breach of
representation or warranty under this Agreement shall
immediately give notice thereof to all other parties to this
Agreement.

7.2 SELLERS INDEMNIFICATION.

7.2.1 Sellers each hereby agree to indemnify and hold
Buyer, his successors and assigns harmless from and against:

(1) Any and all claims, liabilities and obligations of
every kind and description, contingent or otherwise, arising out
of or related to the operation of Sellers's business prior to
the close of business on the day before the closing date, except
for claims, liabilities and obligations of Sellers expressly
assumed by Buyer under this agreement.

(2) Any and all damage or deficiency resulting from any
material misrepresentation or breach of warranty or covenant, or
nonfulfillment of any agreement on the part of Sellers under
this agreement.

7.3 BUYERS INDEMNIFICATION. Buyer agrees to defend,
indemnify and hold harmless Sellers from and against:

7.3.1 Any all claims, liabilities and obligations of every
kind and description arising out of or related to the operation
of the business following closing or arising out of buyers good
faith efforts to perform obligations of Sellers assumed by buyer
pursuant to this agreement.

SECTION 8. CLOSING

8.1 TIME AND PLACE. This agreement shall be closed at the
offices of on the day of , 1996, or such other time
as the parties may agree in writing.

SECTION 9. TERMINATION OF AGREEMENT

9.1 BY MUTUAL CONSENT. This Agreement may be terminated
by mutual written consent of Buyer and Sellers.

9.2 BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF
CONDITIONS. Buyer may elect by notice to Sellers, and Sellers
may elect by notice to Buyer, to terminate this Agreement if;

9.2.1 The terminating party shall have discovered a
material error, misstatement, or omission in the representations
and warranties made in this Agreement by the other party which
shall not have been cured by such other party within fifteen
(15) days after written notice to such other party specifying in
detail such asserted error, misstatement, or omission, or by the
closing date, whichever first occurs.

9.2.2 All of the conditions precedent of the
terminating party's obligations under this Agreement have not
occurred and have not been waived by the terminating party on or
prior to the closing date.

9.2.3 Any notice or other communication required or
permitted to be given under this Agreement shall be in writing
and shall be mailed by certified mail, return receipt requested,
postage prepaid, addressed to the parties as follows:
Sellers:

Buyer:

All notices and other communications shall be deemed to be
given at the expiration of three (3) days after the date of
mailing. The addresses to which notices or other communications
shall be mailed may be changed from time to time by giving
written notice to the other parties as provided above.

9.2.4 In the event of a default under this Agreement,
the defaulting party shall reimburse the nondefaulting party or
parties for all costs and expenses reasonably incurred by the
nondefaulting party or parties in connection with the default,
including without limitation attorney fees. Additionally, in the
event a suit or action is filed to enforce this Agreement or
with respect to this Agreement, the prevailing party or parties
shall be reimbursed by the other party for all costs and
expenses incurred in connection with the suit or action,
including without limitation reasonable attorney fees at the
trial level and on appeal.

9.2.5 No waiver of any provision of this Agreement
shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.

9.2.6 This Agreement shall be governed by and shall be
construed in accordance with the laws of the State of
Mississippi.

9.2.7 This Agreement constitutes the entire agreement

between the parties pertaining to its subject matter and it
supersedes all prior contemporaneous agreements,
representations, and understandings of the parties. No
supplement, modification, or amendment of this Agreement shall
be binding unless executed in writing by all parties.

Witness the signatures of the parties this the day of
, 1996.

STATE OF MISSISSIPPI
COUNTY OF **

PERSONALLY appeared before me, the undersigned authority in
and for the county and state aforesaid, the within named , who
acknowledged to me that they signed and delivered the above and
foregoing instrument on the date and year therein mentioned.

GIVEN under my hand and official seal, this the day
of , 1996.

STATE OF MISSISSIPPI
COUNTY OF **

PERSONALLY appeared before me, the undersigned authority in
and for the county and state aforesaid, the within named who
acknowledged to me that they signed and delivered the above and
foregoing instrument on the date and year therein mentioned.

GIVEN under my hand and official seal, this the day
of , 1996.