U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Date of Report
2/2/98
Commission File Number: 1-6762
KILLEARN PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-1095497
(State of Incorporation) (IRS Employer Identification No.)
385 Country Club Drive
Stockbridge, GA 30281
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(770) 389-2020
Item 1 Changes in Control of Registrant
In January 1998, the Wimberly Investment Fund, L. P., filed a 13D
disclosing that it had acquired beneficial ownership of 315,430 shares of
common stock of the Company representing approximately 35.5 percent of the
outstanding shares of the Common Stock, based on 887,412 outstanding
shares. Wimberly is a Georgia limited partnership whose sole general
partner is Hudson Bridge Company, Inc., a Georgia corporation. James
M. Baker is the President and Director of Hudson Bridge Company, Inc.
and Frank Baker is a Director of Hudson Bridge Company, Inc.
Peggy D. Johnsa is listed as the Secretary and Treasurer of Hudson
Bridge Company, Inc. According to the Schedule 13D, Wimberly purchased the
315,430 shares of the Company's common stock from Proactive Technologies, Inc.,
in a private foreclosure sale conducted by Killearn, Inc., as a secured
creditor on January 15, 1998, for $7.25 per share. Wimberly reported that the
acquisition of the shares was financed by a 1 year, 8.5% loan from Killearn,
Inc., secured by a pledge of the 315,430 shares of the Company's stock.
According to the Schedule 13D, Wimberly has acquired the shares for investment
purposes only. The Company does not have any arrangements or understandings
with Wimberly, including but not limited to election of Directors, any changes
of officers, or any other matters relating to the management of the Company.
J.T. Williams Jr., a director of the Company, is also the President,
shareholder and a Director of Wimberly's lender, Killearn,
Inc. Likewise, David K. Williams, the Company's President and
Director, is also a Director and shareholder of Killearn, Inc.
Item 2 Disposition of Assets
On February 2, 1998, pursuant to a Final Agreement dated January 27, 1998, the
Company deeded three parcels of land and three joint venture properties
to Proactive Technologies, Inc. ("Proactive"). Proactive was a major
shareholder of the Company, and Proactive's Chairman and President was
the Chairman and President of the Company until recently. The Company
had made demand on Proactive Technologies, Inc. to pay three notes
which were in default totaling $4.9 million, including past due
interest through December 31, 1997. Under the agreement, Proactive
Technologies paid approximately $1.5 million to reduce the Company's
debt. The Company agreed to extend until December 31, 1999 the due
date on approximately $3 million balance of Proactive Technologies debt, which
will bear interest at 10% per annum, payable quarterly.
The Company also sold to Proactive three parcels of land and its
interest in three joint ventures for $4.4 million, which is slightly
higher than the book value of these assets. Proactive Technologies
will assume the outstanding bank debt secured by these assets, together
will all contracts and other obligations related to these projects
incurred after December 31, 1997, the result of which significantly
improved the Company's liquidity by reducing its debt by approximately
$5.9 million.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
Pursuant to Paragraph (b)(2) of Item 7, Pro Forma financial information will be
provided in accordance with Article 11 of Regulation S-X, and will be filed as
an amendment to this form 8-K within 60 days after the date of this Form 8-K.
(c) Exhibits. The following exhibits are provided in accordance with
the provisions of Item 601 of Regulation S-K and are filed herewith
unless otherwise noted.
FINAL AGREEMENT dated January 27, 1998 by and between Killearn Properties,
Inc.,a Florida Corporation and Killearn Properties, Inc. of GA., a Georgia
Corporation Proactive Technologies, Inc., a Delaware Corporation, Capital First
Holdings, Inc., successor by merger to both Capital First, Inc. a
Florida Corporation, and Jamesmark, Inc., a Florida Corporation
Killearn, Inc., a Georgia Corporation (hereinafter "Killearn"), J. T.
Williams, Jr., and Mark A. Conner.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
David K. Williams
/s/ David K. Williams
February 2, 1998
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FINAL AGREEMENT
STATE OF GEORGIA
COUNTY OF HENRY
This Agreement made and entered into this 27TH day of January,
1998 by and between Killearn Properties, Inc., a Florida Corporation
and Killearn Properties, Inc. of GA., a Georgia Corporation
(hereinafter collectively and individually referred to as "KPI"),
Proactive Technologies, Inc., a Delaware Corporation, Capital First
Holdings, Inc., successor by merger to both Capital First, Inc. a
Florida Corporation, and Jamesmark, Inc., a Florida Corporation
(hereinafter collectively and individually referred to as "PTE"),
Killearn, Inc., a Georgia Corporation (hereinafter "Killearn"), J. T.
Williams, Jr. (hereinafter "Williams"), and Mark A. Conner (hereinafter
"Conner"), is as follows:
WHEREAS, PTE was the owner of 315,430 shares of common
stock in KPI (hereinafter the "Shares") which it had pledged to First
Community Bank of Henry County (hereinafter "First Community");
WHEREAS, PTE owes certain Notes and other obligations to KPI, some
of which are currently in default and which KPI and PTE wish to modify
as provided herein;
WHEREAS, KPI owns certain assets which PTE desires to purchase;
WHEREAS, the parties hereto desire to resolve certain disputes
which have arisen between the parties; and
WHEREAS, the parties hereto desire to enter into this Agreement to
define their respective rights and obligations with respect to the items
set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants
set forth herein and other and good and valuable considerations, receipt
and sufficiency of which are hereby acknowledged by the parties, the
parties agree as follows:
1. Transfer of the Shares.
a. PTE hereby consents to the Transfer and Assignment of the
promissory notes, the pledges and related agreements described in
paragraphs 1(d)(i) and 1(d)(ii) below by First Community to Killearn.
b. PTE hereby consents to the sale on January 15, 1998 of 288,650
shares of common stock of KPI to The Wimberly Investment Fund, LP for
the sum of $2,092,712.50 and except as set forth herein waives and
releases any and all claims with respect to that sale.
c. PTE further agrees to the sale 26,780 shares of common stock in
KPI to The Wimberly Investment Fund L.P. for $194,155.00, provided such
sale is completed on or before January 31, 1998.
d. The proceeds from the sale of the Shares shall be paid to
Killearn as the owner of the promissory notes referenced above and shall
be applied as follows:
i. First, $791,409.11 shall be applied to the satisfaction of
that certain Promissory Note dated September 17, 1997, from Proactive
Technologies, Inc. to First Community in the original principal amount
of $866,869.43, which Promissory Note was transferred and assigned to
Killearn by First Community together with the pledge of the 288,650
shares and related Security Agreement.
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ii. Second, the balance of the proceeds ($1,495,458.39) shall
be applied to the outstanding balance due pursuant to that certain
promissory note dated November 14, 1997, from Killearn Properties, Inc.
of GA to First Community, in the original principal amount of
$2,400,000, (hereinafter "First Community Note") which promissory note
was transferred and assigned to Killearn by First Community together
with the pledge of the 26,780 shares and pledged therefor, and PTE'S
guaranty, among other things.
e. The parties hereto acknowledge that the proceeds paid pursuant to
paragraph 1(d)(ii) above was paid to Killearn by PTE in its capacity as
guarantor of the First Community Note. The parties further acknowledge
that PTE is entitled to be reimbursed for said sum by KPI. As
reimbursement therefor, PTE shall be entitled to a reduction of
outstanding indebtedness owed by PTE to KPI as follows:
i. First, $225,547.41 shall be applied to the satisfaction of
certain unsecured intercompany loans payable to KPI, as listed on
Exhibit "G".;
ii. Second, $180,651.22 shall be applied to the outstanding
interest accrued to December 31, 1997 pursuant to that certain
Commercial Promissory Note dated July 14, 1994, from Capital First, Inc.
to KPI, in the original principal amount of $5,125,722.33 (hereinafter
the "Capital First Note");
iii. Third, $197,131.92 shall be applied to the outstanding
interest accrued to December 31, 1997, pursuant to that certain Restated
and Consolidated Balloon Promissory Note dated September 22, 1995, from
Capital First, Inc. to KPI, in the original principal amount of
$2,494,800.97 (hereinafter the "Capital First Note II")(the Capital
First Note and the Capital First Note II are hereinafter collectively
referred to as the "Capital First Notes");
iv. Finally, the remaining funds, in the amount of $892,127.84
shall be applied to reduce the aggregate outstanding principal balance
of the Capital First Notes.
2. Capital First Notes.
The Capital First Notes, and the Mortgages securing the obligations
hereunder, shall be modified, on or before January 31, 1998, by a
Modification Agreement in form and substance acceptable to the parties
which shall provide as follows::
a. Interest on the remaining principal balances of the Capital First
Notes shall accrue at the rate of 10% per annum beginning January 1,
1998;
b. Interest payments shall be due quarterly, commencing March 31,
1998;
c. Any default pursuant to the terms of either of the Capital First
Notes shall be considered a default under both of the Capital First
Notes and shall entitle the holder thereof to pursue any and all
remedies available pursuant to either or both of the Capital First
Notes;
d. In the event of default, interest on the entire outstanding
amount, shall accrue at the rate of 12% per annum.
e. The Maturity Dates for the Capital First Notes shall be extended
to December 31, 1999, however, no minimum interest payments shall be
required prior to the maturity date.
f. The Capital First Notes shall be cross-collateralized so that the
real property securing each of the notes shall secure the obligations
pursuant to both notes.
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g. The Capital First Notes shall be modified to permit Future
Advances as defined herein. All Future Advances shall be due and
payable in full, within 15 days from the date of written demand to PTE
for such payment.
h. Release schedule for the collateral will be as will be as shown on
Exhibit "J" attached hereto and incorporated herein by reference.
3. Transfer of Property.
a. On or before January 31, 1998, KPI shall transfer and convey to
PTE, by Quitclaim Deed in form and substance acceptable to the parties,
its right, title and interest in and to the following described
property:
i. The Summit Tract (a complete description of which is
attached hereto as Exhibit "A" and incorporated herein by reference).
ii. The Glen Tract (a complete description of which is attached
hereto as Exhibit "B" and incorporated herein by reference).
iii. KPI shall transfer and assign by Transfer and Assignment in
form a substance acceptable to the Parties to PTE, all rights, title
and interest pursuant to that certain Real Estate Sale Contract dated
5/2/97 by and between KPI and Centex Homes, a Nevada General
Partnership, (hereinafter "Glen Contract"), including an assignment of
all funds held in escrow pursuant to the Contract.
b. In consideration thereof, PTE shall assume all indebtedness and
obligations of KPI associated with the above referenced properties
specifically, without limitation, the following:
i. Promissory Note from Killearn Properties, Inc. of GA to
First Community Bank of Henry County, dated September 29, 1997, in the
original principal amount of $2,900,000.00 (hereinafter the "Summit
Note").
ii. Promissory Note from Killearn Properties, Inc. of GA to
First Community Bank of Henry County, dated October 24, 1998, in the
original principal amount of $1,760,000.00 (hereinafter the "Glen
Note");
c. Additionally, PTE shall be responsible for and shall pay when due
all interest accruing on the Summit Note and the Glen Note after October
31, 1997. On or before January 31, 1998 PTE shall reimburse KPI for any
such interest paid by KPI, accruing after October 31, 1997, as shown
on Exhibit E attached hereto and incorporated herein by reference.
d. As further consideration for the conveyance of the properties
described in paragraph 3(a) hereof, PTE shall assume all obligations of
KPI in any way related to or arising from the acquisition and
development of the Glen and/or the Summit, other than interest as set
forth above, accruing after December 31, 1997. KPI shall pay all costs
accrued prior to December 31, 1997 and shown on Exhibit "I" attached
hereto and incorporated herein by reference, in relation to the Summit
Tract and the Glen Tract. KPI may in KPI's sole discretion, pay any
additional costs not shown on Exhibit "I" or any amounts not paid by PTE
within 10 days of the due date. In such event, any amounts paid by KPI
shall be treated as a Future Advance pursuant to the Capital First
Notes and as modified in paragraph 2 hereof.
e. PTE shall hold harmless and indemnify KPI, its officers, agents,
shareholders, employees and subsidiaries from and against any cost,
claim, suit, damage or liability arising from, or in any way related to
the Glen, the Glen Note, the Glen Contract, the Summit, the Summit Note
and any and all other contracts or obligations related thereto. The
terms and conditions of PTE's obligations hereunder shall be more
specifically set forth in a Hold Harmless Agreement, in form and
substance acceptable to KPI, to be executed by PTE and delivered to KPI
on or before January 31, 1998.
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f. The transfers of the properties set forth herein shall occur on or
before January 31, 1998, provided, however, PTE shall not be obligated
to accept the properties unless First Community agrees not to accelerate
and/or demand payment of the Glen Note and/or the Summit Note as a
result of the transfer of title to PTE.
4. Transfer of Partnership Interests.
a. On before January 31, 1998, KPI shall transfer and assign, by
Transfer and Assignment in form and substance acceptable to the parties,
all rights, title and interest in and to Henry County Land Partners
(hereinafter "HCLP"). The Partnership Agreement, dated May __, 1997 is
attached hereto as Exhibit "C" and incorporated herein by reference.
b. In consideration thereof, PTE shall assume all indebtedness and
obligations of KPI associated with HCLP, arising out of the Partnership
Agreement, including without limitation, the following:
i. Highland Note
ii. Ward Lake Note
iii. Corporate Center Note
c. Additionally, PTE shall be responsible for and shall pay when due
all interest accruing on the notes referred paragraph 4(b) after October
31, 1997. On or before January 31, 1998 PTE shall reimburse KPI for any
interest paid by KPI prior to the consummation hereof (if any), accruing
after October 31, 1997, as shown on Exhibit E attached hereto and
incorporated herein by reference.
d. As further consideration for the conveyance of the Partnership
interest described in paragraph 4(a) hereof, PTE shall assume all
obligations of KPI in any way related to or arising from HCLP or any
property acquired or developed by KPI and accruing after December 31,
1997. KPI shall pay all costs accrued prior to December 31, 1997 and
shown on Exhibit "I" attached hereto and incorporated herein by
reference in relation to HCLP. KPI may in KPI's sole discretion, pay
any additional costs not shown on Exhibit "I" or any amounts not paid by
PTE within 10 days of the due date. In such event, any amounts paid by
KPI shall be treated as a Future Advance pursuant to the Capital First
Notes and as modified in paragraph 2 hereof.
e. PTE shall hold harmless and indemnify KPI, its officers, agents,
shareholders, employees and subsidiaries from and against any cost,
claim, suit, damage or liability arising from, or in any way related to
HCLP, including, without limitation the promissory notes set forth on
Exhibit "D" attached hereto and incorporated herein by reference. The
terms and conditions of PTE's obligations hereunder shall be more
specifically set forth in a Hold Harmless Agreement, in form and
substance acceptable to KPI, to be executed by PTE and delivered to KPI
on or before January 31, 1998.
f. This transfer shall be completed on or before January 31, 1998,
provided, however, that PTE shall not be obligated to accept the
transfer, unless First Community agrees not to accelerate and/or demand
payment of any Notes from HCLP as a result of the transfer in the
partnership interest to PTE.
g. PTE acknowledges and agrees that the $250,000 Certificate of
Deposit held by Peachtree National Bank shall remain the property of
KPI. PTE shall use its best effort to have the Certificate of Deposit
released to KPI as soon as possible. In the event any funds are
withdrawn from the Certificate of Deposit by or on behalf of PTE and/or
HCLP then such amounts withdrawn shall be treated as a Future Advance
pursuant to the Capital First Notes as modified in paragraph 2(a)
hereof.
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5. Transfer of Simpson Mill Development, Inc.
a. On or before January 31, 1998, KPI shall transfer and assign all
of the following:
i. All outstanding shares of stock in Simpson Mill Development,
Inc. (hereinafter "SMD") to PTE.
ii. All of KPI's rights, title and interest pursuant to that
certain Option Agreement by and between Harold L. McGarity and Edward E.
McGarity and KPI, a copy of which is attached hereto as Exhibit "F" and
incorporated herein by reference by transfer and assignment in form and
substance acceptable to the parties.
iii. All of KPI's rights, powers and options in and to that
certain Deposit Receipt and Contract for Sale and Purchase dated
November 14, 1997, by and between KPI and La-Vette Homes, Inc.
(hereinafter "Simpson Mill Contract" by transfer and assignment in form
and substances acceptable to the parties.
b. In consideration thereof, PTE shall assume all indebtedness and
obligations of KPI associated with the above referenced properties
specifically, without limitation, the following:
i. All obligations pursuant to that certain Option Agreement by
and between Harold L. McGarity and Edward E. McGarity and KPI, a copy of
which is attached hereto as Exhibit "K" and incorporated herein by
reference;
ii. All obligations of KPI pursuant to the Simpson Mill
Contract.
iii. All obligations of KPI and SMD pursuant to that certain
promissory note from SMD to First Community, dated July 15, 1997 in the
original principal amount of $2,482,600 (hereinafter the "Simpson Mill
Note").
c. Additionally, PTE shall be responsible for and shall pay when due
all interest accruing on the Simpson Mill Note after October 31, 1997.
On or before January 31, 1998 PTE shall reimburse KPI for any interest
paid by KPI prior to the consummation hereof (if any), accruing after
October 31, 1997, as shown on Exhibit E attached hereto and incorporated
Herein by reference.
d. As further consideration for the conveyance of SMD as described
in paragraph 5(a) hereof, PTE shall assume all obligations of KPI in any
way related to SMD or any property acquired or developed by SMD accruing
after December 31, 1997. KPI shall pay all costs accrued prior to
December 31, 1997, and shown on Exhibit "I" attached hereto and
incorporated herein by reference related to SMD. KPI may in KPI's sole
discretion, pay any costs not shown on Exhibit "I" and any amounts not
paid by PTE or SMD within 10 days of the due date. In such event, any
amounts paid by KPI shall be treated as a Future Advance pursuant to the
Capital First Notes and as modified in paragraph 2 hereof.
e. PTE shall hold harmless and indemnify KPI, its officers, agents,
shareholders, employees and subsidiaries from and against any cost,
claim, suit, damage or liability arising from, or in any way related to
SMD, including, without limitation the Simpson Mill Note and the Simpson
Mill Contract. The terms and conditions of PTE's obligations hereunder
shall be more specifically set forth in a Hold Harmless Agreement, in
form and substance acceptable to KPI, to be executed by PTE and
delivered to KPI, on or before January 31, 1998.
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<PAGE>
7. Release from Obligations and Guaranties.
a. Within 30 days from the date hereof, PTE shall cause KPI to be
released as obligor or guarantor on any promissory note or other
obligation assumed herein by PTE, including, without limitation the
following, the promissory notes described in paragraph 3(b), 4(b) and
5(b) attached hereto and incorporated herein by reference.
b. Should PTE fail to timely cause KPI to be released from such
obligations, then PTE shall execute and deliver to KPI a Promissory
Note, in form and substance acceptable to KPI, in the original principal
amount equal to the amount of each of the notes and or obligations to
which KPI remains obligated. No interest shall be charged or accrued on
said promissory notes unless and until KPI makes any payment on the
Notes. KPI shall reduce the principal balance of the promissory
note by an amount equal to the obligations for which Killearn Properties
is released. Such notes shall be considered Future Advances pursuant to
the Capital First Notes as modified in paragraph 2 hereof.
c. Within 60 days from the date hereof, KPI shall cause Mark Conner
and/or PTE to be released as obligor or guarantor on any promissory notes or
other obligations of KPI, other than those assumed herein by PTE. If KPI fails
to cause Conner and/or PTE to be released from such notes, then KPI shall
execute a Hold Harmless agreement in form and substance acceptable to KPI and
PTE, which agreement shall be agreed upon by the parties on or before January
31, 1998.
8. Delay in Foreclosure Proceedings.
a. KPI shall, provided PTE, Conner, Maloney, and Flowers comply
strictly and timely with the terms hereof, refrain from the institution
of its presently contemplated foreclosure proceedings arising out of
current defaults, with respect to properties of PTE located in
Tallahassee, Florida. Nothing herein shall restrict or diminish KPI's
right to institute foreclosure proceedings or take any other
actions to enforce any sums due KPI in the event of future defaults
under any debts or obligations of PTE in favor of KPI.
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9. Resignation from Board of Directors.
a. On or before January 31, 1998, Mark A. Conner shall resign from the
Board of Directors of KPI.
b. On or before January 31, 1998, Robert E. Maloney shall resign from
the Board of Directors of KPI.
c. On or before January 31, 1998, Langdon Flowers, Jr. shall resign from
the Board of Directors of KPI.
10. Release Payments.
a. Upon receipt of payment in the amount of $15,000.00 from KPI,
Robert E. Maloney shall execute and deliver to KPI a Release and
Covenant Not to Sue in form and substance acceptable to KPI.
b. Upon receipt of payment of $75,000.00 from KPI, Conner shall
execute and deliver to KPI a Release and Covenant Not to Sue in form and
substance acceptable to KPI.
c. Upon receipt of payment of $25,000.00 from KPI, James F.
Heidenreich shall execute and deliver to KPI a Release and Covenant Not
to Sue in form and substance acceptable to KPI.
11. Barrier Dunes Building.
On or before February 28, 1998, Proactive Technologies, Inc.
shall pay or cause to be paid to KPI the sum of $480,000.00. Said sum
shall be applied to fully satisfy that certain promissory note dated June 27,
1996, from Barrier Dunes Development Corporation to KPI, in the original
principal amount of $550,000.00.
12. KPI's Vehicles
a. On or before January 31, 1998, PTE shall deliver to KPI the
1997 Cadillac, VIN #1G5KD54Y8VU264161.
b. In the event the vehicle is returned in poor operating
condition, or with damage beyond normal wear and tear, PTE shall
immediately pay to KPI all costs of repair of the vehicle.
13. PTE and Killearn agree that any and all prior verbal or written
agreements to buy, sell and/or exchange KPI stock by and between any of
the parties hereto are superseded by this Agreement and are of no
further force and/or effect.
14. Each party covenants and agrees to execute any and all documents
and instruments reasonably requested by any party to consummate the
terms and conditions of this Agreement. This Agreement shall survive
the consummation of the transactions set forth in this Agreement.
15. This agreement shall be governed by Georgia law.
16. This agreement constitutes the entire agreement and contains all
the covenants, promises, understandings and agreements of the parties
with respect to the matters it concerns, it supersedes any and all
prior covenants, promises, understandings and agreements with respect
thereto and no statements or representations not set forth herein
shall be enforceable with respect to such matters.
In Witness whereof, the undersigned have hereunto set their hands
and seals on the date set forth above.
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Signed, sealed and delivered PROACTIVE TECHNOLOGIES, INC.
in the presence of: /s/ Mark A. Conner
By: Mark A. Conner, President
/s/ Bill Daniels
Unofficial Witness
/s/ Patrick Jaugstetter
Notary Public, Henry County, GA
My Commission expires: March 7, 1999
Signed, sealed and delivered CAPITAL FIRST HOLDINGS, INC.
in the presence of: /s/ Mark A. Conner
Mark A. Conner, President
/s/ Bill Daniels
Unofficial Witness
/s/ Patrick Jaugstetter
Notary Public, Henry County, GA
My Commission expires: March 7, 1999
See additional signatures on attached page
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Signed, sealed and delivered KILLEARN PROPERTIES, INC..
in the presence of: /s/ David K. Williams
By: David K. Williams, President
/s/ Bill Daniels
Unofficial Witness
/s/ Patrick Jaugstetter
Notary Public, Henry County, GA
My Commission expires: March 7, 1999
Signed, sealed and delivered KILLEARN PROPERTIES, INC. OF GA.
in the presence of: /s/ David K. Williams
By: David K. Williams, President
/s/ Bill Daniels
Unofficial Witness
/s/ Patrick Jaugstetter
Notary Public, Henry County, GA
My Commission expires: March 7, 1999
Signed, sealed and delivered KILLEARN, INC.
in the presence of: /s/ J.T. Williams, Jr.
By: J.T. Williams, Jr., President
/s/ Bill Daniels
Unofficial Witness
/s/ Patrick Jaugstetter
Notary Public, Henry County, GA
My Commission expires: March 7, 1999
See additional signatures on attached page
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Signed, sealed and delivered.
in the presence of: /s/ Mark A. Conner (SEAL)
By: Mark A. Conner
/s/ Bill Daniels As to Paragraphs 9, 10, 13)
Unofficial Witness
/s/ Patrick Jaugstetter
Notary Public, Henry County, GA
My Commission expires: March 7, 1999
Signed, sealed and delivered
in the presence of: /s/ J.T. Williams, Jr.
By: J.T. Williams, Jr.
/s/ Bill Daniels (as to Paragraph 13)
Unofficial Witness
/s/ Patrick Jaugstetter
Notary Public, Henry County, GA
My Commission expires: March 7, 1999
</PAGE>
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EXHIBIT "A"
All that tract or parcel of land lying and being in Land Lots 30 and 31
of the 7th District of Henry County, Georgia, containing 124.2 acres
and being more particularly described in accordance with a Preliminary
Plan for Killearn Properties of Georgia, Inc. by Moore, Bass & Bibler,
Inc. dated 9/25/97 as follows:
Beginning at the Southeast comer of Land Lot 31 of the 7th District
(also being the common comer of Land Lots 31, 30, 34 and 35 of the 7th
District of Henry County), and running thence South 87 degrees 51
minutes 48 seconds West along the South line of Land lot 31 (also being
the North line of Land Lot 34) 1635.35 feet to a 1/4" rebar found at a
point located on the northeasterly right of way of U.S. Highway 23,
State Route 42, thence North 52 degrees 53 minutes 52 seconds East,
599.01 feet to a point; thence North 18 degrees 09 minutes 19 seconds
East 394.26 feet to a point; thence North 45 degrees 33 minutes 56
seconds East, 440.52 feet to a point; thence North 20 degrees 01
minutes 42 seconds East 576.30 feet to a point; thence North
08 degrees 00 minutes 13 seconds East, 474.75 feet to a point; thence
North 23 degrees 34 minutes 41 seconds East, 10 1 6.65 feet to a point
located at a point located at the Northeast comer of Land Lot 31 (also
being the common corner of Land Lots 1, 2, 30 and 31 of the 7th
District of Henry County, Georgia); thence North 89 degrees 12 minutes
35 seconds East along the North line of Land Lot 3 0 (also being the
South line of Land Lot 1) 1490.16 feet to an iron pin set; thence South
00 degrees 34 minutes 20 seconds West, feet to an iron pin found;
thence South 89 degrees 03 minutes 04 seconds West, 1425.06 feet to an
iron pin set; thence South 00 degrees 55 minutes 00 seconds East,
494.82 feet to an iron pin found at the point of beginning.
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EXHIBIT "B"
All that tract or parcel of land, containing 75.782 acres, lying and
being in Land Lot 33 of the 7th District of Henry County, Georgia, as
shown on a plat of survey made for Doug Adams prepared by Joe B. Rowan,
Jr., Registered Land Surveyor No. 2404, dated February 14, 1996,
recorded in Plat Book 26, Page 9, Henry County Records. The
description of said property as contained on said plat is hereby
incorporated herein and by reference made a part hereof.
ALSO:
All that tract or parcel of land lying and being in Land Lots 32 and 33
of the 71 District of Henry County, Georgia, and being Lots 1, 2, 3, 4,
5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21, Block
A, Lots 1, 2, 3 and 4, Block B, Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 1 0, 11
and 12, Block C and Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14,
15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 69, 70, 71,
72, 73, 74, 75, 76, 77, 78, 79 and 80, Block D, of The Glen, Phase One,
as shown on Final Plat For The Glen Phase One, consisting of four (4)
pages, prepared by Leonidas B. Sears III, Registered Land Surveyor No.
2628, dated 10/9/97, last revised 12/5/97, and recorded in Plat Book
26, Pages 257, 258, 259 and 260, Henry County Records. The description
of said property as contained on said plats is hereby incorporated
herein and by reference made a part hereof.
LESS AND EXCEPT:
All that tract or parcel of land lying and being in Land Lots 32 and 33
of the 71 District of Henry County, Georgia, and being Lots 1 through
4, inclusive, Block "A", Lots 1 through 4, inclusive, Block "B", Lots I
through 13, inclusive, Block "C", Lots 1 through 25, inclusive, Block
"D", and Lots 69 through 80, inclusive, Block D, The Glen, Phase One,
as shown on Final Plat For The Glen - Phase One-, consisting of four
(4) pages, prepared by Leonidas B. Sears III, Registered Land Surveyor
No. 2628, dated 10/9/97, last revised 12/5/97, and recorded in Plat
Book 26, Pages 257, 258, 259 and 260, Henry County Records. The
description of said property as contained on said plats is hereby
incorporated herein and by reference made a part hereof.
</PAGE>
<PAGE>
EXHIBIT "C"
PARTNERSHIP AGREEMENT
OF
HENRY COUNTY LAND PARTNERS, a Georgia General Partnership
THIS PARTNERSHIP AGREEMENT is made this _____ day of May, 1997,
by and among the parties hereinafter names as "PARTNERS", for the
purpose of associating themselves together as a General Partnership
pursuant to the provisions of the Uniform Partnership Act,
O.C.G.A. Section 14-8.
BACKGROUND
The Objective of this venture is to acquire and develop not less
than acres of land in Henry County, Florida, as well as any other
legitimate business purposes the parties may decide.
1. Name. The partnership shall operated under the name of
HENRY COUNTY LAND PARTNERS.
2. Place of Business. The principal place of business shall
be 385 Country Club Drive, Stockbridge, Georgia 30281 or other offices
of business as might from time to time be agreed upon by the partners.
3. Partners. The Partners hereby associated together, their
respective mailing addresses and their partnership percentages, are
as follows:
Name Address Partnership %
Killearn Properties, Inc. 385 Country Club Drive 50%
Stockbridge, GA 30281
Rosston, Inc. 100 Corporate Center Drive 50%
Stockbridge, Georgia 30281
4. Purpose of Partnership. The purpose for which this
partnership is formed is to acquire and develop land for sale and
development, as well as any other legitimate business purposes
permitted under the laws of the State of Georgia and of the United
States of America.
5. Term. This partnership shall commence on September 27, 1997
and shall continue thereafter until September 27, 2012, or as
terminated as herein provided.
6. Accounting Method. The partnership shall keep true and
accurate accounting records, and shall report its income for income tax
purposes on the "cash method" of accounting on a calendar year
basis. All accounting for partnership purposes shall be in accordance
with generally accepted tax accounting principles.
</PAGE>
<PAGE>
The partnership accounting records shall be maintained by the partners.
Each partner shall have access to the accounting and tax records of the
partnership at all reasonable times. An audit of records, or other
appropriate form of examination thereof,. shall be made for any
calendar year that it is requested by the partners possessing a
majority of partnership interest.
7. Initial Capital Contribution. The capital of the
partnership shall initially consist of the following sums, which
includes cash and assets, contributed by the partners, to-wit:
Killearn Properties, Inc. $100.00
Rosston, Inc. $100.00
It is further agreed that the partnership shall seek to borrow up to
Three Million Four Hundred Thousand and No Cents ($3,400,000.00) from
the First Community Bank of Henry County, or other lender, for
acquisition of land in Henry County, Georgia.
8. Capital Accounts. An individual capital account shall be
maintained for each Partner. The capital interest of each Partner
shall consist of his original contribution of capital increased by (a)
additional capital contributions, and (b) any profits of the
partnership transferred to his capital account, and decreased by (a)
distributions in reduction of partnership capital, and (b) his share of
partnership losses, if charged to the capital accounts of the Partners.
9. Ratio of Partners' Capital Accounts. The capital accounts
of the Partners shall be. maintained at all times in the proportions
of their partnership percentages.
10. Profits and Losses. The net profits or net losses of the
partnership shall be shared by the Partners in proportion to their
partnership percentage.
11. Partner Drawings. Partners may receive compensation for
services rendered to the partnership as agreed upon by the partners.
The partners shall each have separate drawing accounts, and withdrawals
during each year shall be in amounts agreed upon from time to time by
the partners.
12. Partnership Meetings and Voting. A meeting of the
partners may be called from time to time by one or more partners by
giving written notice by certified mail, return receipt requested, to
the other partners three (3) days in advance of the meeting. If all
the partners given written consents, the three (3) day written notice
of the meeting shall not be required. Each Partner shall have a voice
in the management of the partnership business equal in percentage to
that which his capital account bears to the total of all partnership
capital accounts.
Meetings of the partners may be held by telephone conference calls or a
partner may attend using speaker phone devices.
</PAGE>
<PAGE>
It is mutually agreed that an annual meeting of the Partnership
shall be held during the first week of January of each year for the
purposes of establishing values of the assets of the partnership.
13. Restrictions. No partner, without the consent of all
other partners, shall:
A. Borrow or lend money on behalf of the partnership.
B. Execute any mortgage, bond, or lease or deed or contact
(excepting contracts executed in the ordinary course of business) on
behalf of the partnership.
C. Assign, transfer, or pledge any debts due the partnership
or release any debts due, except on payment in full,
D. Compromise any claim due the partnership, or submit to
arbitration any dispute or controversy involving the partnership; or
E. Sell, assign, pledge or mortgage his interest in the
partnership.
F. Open any bank accounts for managing the funds of the
partnership.
14. Banking. All funds of the partnership are to be deposited
in its name in such checking or other accounts as shall be designated
by the partners.
15. Winding-Up the Partnership Upon Voluntary Dissolution.
The Partnership may be dissolved at any time by agreement of the
partners. Upon termination of the Partnership, the partners shall
proceed with reasonable promptness and diligence to liquidate and
terminate the partnership business. Upon termination and
liquidation of assets, it shall be the right of the partners to
have the property applied and distributed, respectively, pursuant
to the provisions of O.G.C.A..
16. Balance Owed by a Partner. Should any partner have a
debit balance in his capital account, whether by reason of losses in
liquidating partnership assets or otherwise, the debit balance
shall represent an obligation from him to the other partners to be
paid in cash within thirty (30) days after written demand by the
other Partners and shall bear interest thereafter at the rate of 12
per cent per annum.
17. Amendments. Any amendments or modifications to this
agreement shall be made in writing and shall be attached to the
original hereof.
18. Binding. SHIP AGREEMENT is made this ___ Day of May,1997,
by and among the parties hereinafter named as "PARTNERS", for the
purpose of associating themselves together as a General Partnership
pursuant to the provisions of the Uniform Partnership Act, O.G.C.A.
Section 14-8.
19. Controlling Law. This agreement is entered into pursuant
to and shall be controlled by the laws of the State of Georgia.
</PAGE>
<PAGE>
20. **
IN WITNESS WHEREOF, the Partners have signed this Partnership
Agreement, the day and year first above written.
/s/ Mark A. Conner
By: Mark A. Conner, CEO
Killearn Properties, Inc.
/s/ David K. Williams
By: David K. Williams, President
/s/ David Black
By: David Black, President
Rosston, Inc.
20. ** Either General Partner may sign on behalf of the
Partnership with the express written consent of other Partner.
Killearn Properties, Inc. consents to Rosston, Inc. to sign on
Behalf of the Partnership for a loan in the amount of
$3,000,000.00 to First Community Bank of Henry County, McDonough,
Georgia.
KILLEARN PROPERTIES, INC.
/s/ David K. Williams
By: David K. Williams
Its President
/s/ Rebecca A. Christian
By: Rebecca A. Christian
Its Secretary
</PAGE>
<PAGE>
EXHIBIT "D"
BORROWER:
HENRY COUNTY LAND PARTNERS
100-D COUNTRY CLUB DRIVE
STOCKBRIDGE, GA 30281
PHONE (770) 506-1111
Peachtree National Bank COMMERCIAL
7384 Highway 85 VARIABLE RATE
Riverdale, GA 30274 REVOLVING OR
(770) 996-2265 DRAW NOTE
ADDRESS
OFFICER IDENTIFICATION -JLS
INTEREST RATE-VARIABLE
PRINCIPAL AMOUNT/CREDIT LIMIT- $1,600,000.00
FUNDING/AGREEMENT DATE- 11/14/97
MATURITY DATE- 11/15/98
CUSTOMER NUMBER- 2835361
LOAN NUMBER - 2835361-6001
AQUISITION AND DEVELOPMENT FOR BUSINESS PARK
ON CORPORATE CENTER DRIVE
STOCKBRIDGE GA
PROMISE TO PAY: For value received, Borrower promises to pay to the
Of Lender the principal amount of One Million Six Hundred Thousand and
No/100 Dollars ($ 1,600,000.00 )or, if less, the aggregate unpaid
Principal amount of all loans or advances made by the Lender to the
Borrower under this Note, plus interest on the unpaid principal balance
At the rate and in the manner described below, until all amounts owing
Under this Note are paid in full. All amounts received by Lender shall
be applied first to late charges and expenses, accrued unpaid
principal, or in any other order as determined by Lender, in Lender's
sole discretion, as permitted by law.
REVOLVING OR DRAW FEATURE: This Note possesses a revolving feature.
Upon satisfaction of the conditions set forth in this Note, Borrower
Shall be entitled to borrow up to the full principal amount of the
Note and to repay and reborrow from time to time during the term of
this Note. X This Note possesses a draw feature. Upon satisfaction of
the conditions set forth in this Note, Borrower shall be entitled to
draw one of more times under this Note. Any repayment may not be
reborrowed. The aggregate amount of such draws hall not exceed the
full principal amount of this Note.
Information with regard to any loans or advances under this Note shall
Be recorded and maintained by Lender in its internal records and such
Records shall be conclusive of the principal and interest owed by
Borrower under this Note unless there is a material error in such
Records. The Lender's failure to record the date and amount of any
Loan or advance shall not limit or otherwise affect the obligations of
The Borrower under this Note to repay the principal amount of the loans
Or advances together with all interest accruing thereon. Borrower
shall be entitled to inspect or obtain a copy of the records during
Lender's business hours.
CONDITIONS FOR ADVANCES: If no Event of Default has occurred under
This Note, Borrower shall be entitled to borrow monies under this Note
(subject to the limitations described above) under the following
conditions:
1. PER SUBMISSION OF AIA DOCUMENT #G702 (AMERICAN INSTITUTE OF
ARCHITECTS FORM) WITH ATTACHED INVOICES;
2. SITE INSPECITON TO BE PERFORMED BY A REPRESENTATIVE FOR PEACHTREE
NATIONAL BANK WITH AN INSPECTION FEE OF $50.00 PER EACH SITE INSPECTION
TP BE PAID OUT OF DRAW DUE.
INTEREST RATE: This Note has a variable rate feature. The interest
rate on this Note may change from time to time if the Index Rate
identified below changes. Interest shall be computed on the basis of
the actual number of days over 360 days per year. Interest on this
Note shall be calculated and payable at a variable rate equal to 1.000%
Per annum over the Index Rate. The initial interest rate on this Note
Shall be 9.500 % per annum. Any change in the interest rate resulting
From a change in the Index Rate will be effective on:
The date the Index Rate changes.
INDEX RATE: The Index Rate for this Note shall be:
Lender's Prime Rate, which is the base rate used by
Lender to fix interest rates at which loans are made to
Various customers, which loans may be made by Lender at,
Above or below said Prime Rate.
If the Index Rate is redefined or becomes unavailable, then Lender
May select another index rate which is substantially similar.
DEFAULT RATE: If there is an Event of Default under this Note, the
Lender may, in its discretion, increase the interest rate on this Note
To: SIXTEEN PERCENT or the maximum interest rate Lender is permitted to
Charge by law, whichever is less.
PAYMENT SCHEDULE: Borrower shall pay the principal and interest
According to the following schedule:
Interest only payments beginning December 15, 1997 and continuing at
Monthly time intervals thereafter. A final payment of the unpaid
Principal balance plus accrued interest is due and payable on
November 15, 1998.
PREPAYMENT: This Note may be prepaid in part or in full on or before
Its maturity date. If this Note contains more than one installment,
any partial prepayment will not affect the due date or the amount of
any subsequent installment, unless agreed to, in writing, by Borrower
and Lender. If this Note is prepaid in full, there will be: X No
minimum finance charge. A minimum finance charge of $______.
LATE CHARGE: If a payment is received more than 15_____days late,
Borrower will be charged a late charge of X 5.00% of the unpaid portion
Of the payment; $______or_____% of the unpaid portion of the
Payment, whichever is greater less.
COLLATERAL: To secure the payment and performance of obligations
Incurred under this Note, Borrower grants Lender a security interest in
All of Borrower's right, title, and interest in all monies, instruments
Savings, checking and other accounts of Borrower (excluding IRA, Keogh
And other accounts subject to tax penalties if so assigned) that are
Now or in the future in Lender's custody or control. X If checked, the
Obligations under this Note are also secured by the collateral
Described in any security instruments executed in connection with this
Note, and any collateral described in any other security instruments
Securing this Note or all of Borrower's obligations to Lender.
D/S/D 13.833 ACRES LL 19-6 LD HENRY COUNTY STOCKBRIDGE GA; ASSIGNMENT
OF PEACHTREE NATIONAL BANK CERTIFICATE DEPOSIT FOR $250,000.
RENEWAL: If checked, this Note is a renewal, but not a satisfaction
OF Loan Number ___________.
THE PERSONS SIGNING BELOW ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTAND
AND AGREE TO THE PROVISIONS OF THIS NOTE, INCLUDING THE TERMS AND
CONDITIONS ON THE REVERSE SIDE, AND FURTHER ACKNOWLEDGE RECEIPT OF AN
EXACT COPY OF THIS NOTE.
Dated: November 14, 1997
BORROWER: ROSSTON,INC.
/s/ David Black
David Black, President
BORROWER: KILLEARN PROPERTIES, INC.
GENERAL PARTNER
/s/David K. Williams
David K. Williams, President
</PAGE>
<PAGE>
Collateral to secure this Note:
(a)fails to make any payment on this Note or any other indebtedness to
Lender when due;
(b)fails to perform any obligation or breaches any warranty or
convenant to Lender contained in this Note any security instrument,
present or future written agreement regarding this or any other
indebtedness of Borrower to Lender;
c)provides or causes any false or misleading signature or
representation to be provided to Lender;
(d)sells , conveys, or transfers rights in any collateral securing
this Note without the written approval of Lender; or destroys, loses
or damages such collateral in any material respect; or subjects such
collateral to seizure, confiscation or condemnation.
(e)has a garnishment, judgement, tax levy, attachment or lien entered
or served against Borrower, any guarantor, or any third party
pledging collateral to secure this Note or any of their property;
(f)dies, becomes legally incompetent, is dissolved or terminated,
ceases to operate its business, becomes insolvent, makes an assignment
for the benefit of creditors, fails to pay debts as they become
due, or becomes the subject of any bankruptcy, insolvency or debtor
rehabilitation proceedings;
(g)fails to provide Lender evidence of satisfactory financial
condition;
(h)has a majority of its outstanding voting securities sold, conveyed,
or transferred to any person or entity that has the majority
ownership as of the date of the execution of this agreement; or
(i)if Lender deems itself insecure in good faith with respect to any
of the obligations or indebtedness.
2. RIGHTS OF LENDER ON EVENT OF DEFAULT. If there is an Event of
Default under this Note, Lender will be entitled to exercise one or
More of the following remedies without notice or demand (except as
Required by law):
(a) to declare the principal amount plus accrued interest under this
Note and all other present and future obligations of Borrower
Immediately due and payable in full; such acceleration shall be
Automatic and immediate if the Event of Default is a filing under
The Bankruptcy Code;
(b) to collect the outstanding obligations of Borrower with or without
restoring to judicial process;
(c) to cease making advances under this Note or any other agreement
between Borrower and Lender;
(d) to take possession of any collateral in any manner permitted by law
(e) to require Borrower to deliver and make available to Lender any
collateral at a place reasonably convenient to Borrower and Lender
(f) to sell, lease or otherwise dispose of any collateral and collect
any deficiency balance with or without resorting to legal process;
(e) to set-off Borrower's obligations against any amounts due to
Borrower including, but not limited to, monies, instruments, and
Deposit accounts maintained with Lender; and
(h) to exercise all other rights available to Lender under any other
written agreement or applicable law.
Lender's rights are cumulative and may be exercised together,
Separately, and in any order. Lender's remedies under this paragraph
Are in addition to those available under any other written agreement or
applicable law.
3. DEMAND FEATURE. __If checked, this Note contains a demand feature.
Lender's right to demand payment, at any time, and from time to time,
Shall be in Lender's sole and absolute discretion, whether or not any
Default has occurred.
4. FINANCIAL INFORMATION. Borrower will at all times keep proper books
of record and account in which full, true and correct entries shall be
made in accordance with generally accepted accounting principles and
will deliver to Lender, within ninety(90) days after the end of each
fiscal year of Borrower, a copy of the annual financial statements of
Borrower relating to such fiscal year, such statements to include (i)
the balance sheet of Borrower as at the end of such fiscal year and
(ii) the related income statement, statement of retained earnings and
statement of changes in the financial position of Borrower for such
fiscal year, prepared by such certified public accountants as may be
reasonably satisfactory to Lender. Borrower also agrees to deliver to
Lender within fifteen (15) days after filing same, a copy of Borrower's
Income tax returns and also, from time to time, such other financial
Information with respect to Borrower as Lender may request.
5. MODIFICATION AND WAIVER. The modification or waiver of any of Borrower's
obligations or Lender's rights under this Note must be
contained in a writing signed by Lender. Lender may perform any of
Borrower's obligations or delay or fail to exercise any of its rights
without causing a waiver of those obligations or rights. A waiver on
one occasion will not constitute a waiver on any other occasion. Borrower's
obligations under this Note shall not be affected if Lender
amends, compromises, exchanges, fails to exercise, impairs or releases
any of the obligations belonging to any Borrower or guarantor or any of
its rights against any Borrower, guarantor, or any collateral securing
any of Borrower's obligations.
6. SEVERABILITY. If any provision of this Note violates the law or is
unenforceable, the rest of the Note shall remain valid.
Notwithstanding anything contained in this Note to the contrary, in no
event shall interest accrue under this Note, before or after maturity,
at a rate in excess of the highest rate permitted by applicable law,
and if interest (including any charge or fee held to be interest by a
court of competent jurisdiction) in excess thereof be paid, any excess
shall constitute a payment of, and be applied to, the principal balance
hereof, and if the principal balance has been fully paid, then such
excess interest shall be repaid to Borrower.
7. ASSIGNMENT. Borrower agrees not to assign any of Borrower's rights,
remedies or obligations described in this Note without the prior
written consent of Lender, which consent may be withheld by Lender in
its sole discretion. Borrower agrees that Lender is entitled to assign
some or all of its rights and remedies described in this Note without
notice to or the prior consent of Borrower.
8. NOTICE. Any notice or other communication to be provided to
Borrower or Lender under this Note shall be writing and mailed to the
Parties at the addresses described in this Note or such other address
As the parties may designate in writing from time to time.
9. APPLICABLE LAW. This Note shall be governed by the laws of the
state indicated in Lender's address. Unless applicable law provide
otherwise Borrower consents to the jurisdiction and venue of any court
located In such state selected by Lender, in its discretion, in the
event of Any legal proceeding under this Note.
10. COLLECTION COSTS AND ATTORNEY'S FEES. To the extent permitted by
law, Borrower agrees to pay all costs of collection, including
attorneys' fees of 15 percent of the principal and interest owing on
the indebtedness if the indebtedness is collected by law or through an
attorney at law.
11. MISCELLANEOUS. This Note is being executed primarily for
commercial, agricultural, or business purposes. Borrower will provide
Lender with current financial statements and other financial
Information upon request. Borrower and Lender agree that time is of
The essence. Borrower agrees to make all payments to Lender at any
Address designated by Lender and in lawful United States currency.
Borrower and any person who endorses this Note waives presentment,
demand for payment, notice of dishonor and protest and further waives
any right to require Lender to proceed against anyone else before
proceeding against Borrower or said person. All references to Borrower
in this Note shall include all of the parties signing this Note, and
this Note shall be binding upon the heirs, personal representatives,
successors and assigns of Borrower and Lender. If there is more
than one Borrower their obligations under this Note shall be joint
and several. This Note represents the complete and integrated under-
standing between Borrower and Lender regarding the terms hereof.
12. JURY TRIAL WAIVER. LENDER AND BORROWER HEREBY WAIVE ANY RIGHT TO A
TRAIL BY JURY IN ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS
NOTE OR THE COLLATERAL SECURING THIS NOTE.
13.ADDITIONAL TERMS:
ALL CONDITIONS IN COMMITMENT LETTER DATED OCTOBER 3, 1997, ARE TO BE
MET MAINTAINED ACCORDINGLY.
</PAGE>
<PAGE>
BORROWER'S NAME AND ADDRESS:
Henry County Land Partners, A GA General Partnership
385 Country Club Drive
Stockbridge, GA 30281
LENDER'S NAME AND ADDRESS:
First Community Bank of Henry County
12 N. Cedar Street
McDonough, GA 30253
Loan Number 3008471
Date September 29, 1997
Maturity Date September 28, 1998
Loan Amount $3,000,000.00
Renewal of _______
S.S. # 59-1095497
For value received, I promise to pay to you, or your order, at your
address listed above the PRINCIPAL sum of THREE MILLION AND NO/100
Dollars ($3,000,000.00).
__ SINGLE ADVANCE additional advances are contemplated under this Note.
XX MULTIPLE ADVANCE: The principal sum shown above is the maximum
Amount of principal I can borrow under this Note. On September 29,
1997 I will receive the amount of $38,320.00 and future principal
advances are contemplated.
CONDITIONS: The conditions for future advances are PER WRITTEN
REQUEST FROM CUSTOMER.
__ OPEN END CREDIT: You and I agree that I may borrow up to the
maximum amount of principal more than one time. This feature is
subject to all other conditions and expires on _____/
XX CLOSED END CREDIT: You and I agree that I may borrow up to
The maximum only one time (and subject to all other conditions).
INTEREST: I agree to pay interest on the outstanding principal
Balance from September 29, 1997 at the rate of 9.500% per year
Until December 28, 1997.
XX VARIABLE RATE: This rate may then change as stated below.
XX INDEX RATE: The future rate will be 1% over the following index
Rate: "The Prime Rate" means the rate stated by bank from time to
Time as being its prime rate.
__ NO INDEX: The future rate will not be subject to any internal or
external Index. It will be entirely in your control.
XX FREQUENCY AND TIMING: The rate on this Note may change as often as
Daily. A change in the interest rate will take effect on the same
Day.
XX LIMITATIONS: During the term of this loan, the applicable annual
Interest rate will not be more than ___% or less than 9.500%. The
Rate may not change more than ___% each ____/
EFFECT OF VARIABLE RATE: A change in the interest rate will have the
Following effect on the payments:
XX The amount of each scheduled payment will change.
XX The amount of the final payment will change.
__ ___________________________________________
ACCRUAL METHOD: Interest will be calculated on a Actual/365 basis.
POST MATURITY RATE: I agree to pay Interest on the unpaid balance of
this Note owing after maturity, and until paid in full, as stated
Below:
XX On the same fixed or variable rate basis in effect before maturity
(as indicated above).
__ At a rate equal to ___________________.
XX LATE CHARGE: If a payment is made more than 15 days after it is
Due, I agree to pay a late charge of 5.000% of the late payment with
A payment with a maximum of $35.00.
XX ADDITIONAL CHARGES: In addition to Interest, I agree to pay the
following charges which ___ are XX are not included in the principal
Amount above : $100.00 admin. Fee/$30,000 Origination fee.
PAYMENTS: I agree to pay this note as follows:
XX INTEREST: I agree to pay accrued interest on the 28th day of each
Third month beginning December 28, 1997.
XX PRINCIPAL: I agree to pay the principal September 28, 1998.
__ INSTALLMENTS: I agree to pay this note in ____ equal payments.
The first payment will be in the amount of $_____ and will be due ____.
A payment of $______ will be due ____ thereafter. The final payment of
the entire unpaid balance of principal and interest will be due ____.
__ If checked, and this loan is secured by a first lien on real estate
then any accrued interest not paid when due (whether due by reason of
a schedule of payments or due because of lenders demand) will become
part of the principal thereafter, and will bear interest at the
interest rate in effect from time to time as provided for in this
agreement.
ADDITIONAL TERMS:
DEED TO SECURE DEBT DATE SEPTEMBER 29, 1997 AND FILED IN THE OFFICE
OF THE CLERK OF SUPERIOR COURT, HENRY COUNTY RECORDS BOOK ____, PAGE(S)
_____. DEED DESCRIBES ALL THAT TRACT AND PARCEL OF LAND LYING AND
BEING IN LAND LOTS ___, ___ & ___ OF THE 7TH DISTRICT OF HENRY COUNTY,
GEORGIA BEING APPROXIMATELY 137.68 ACRES MORE OR LESS, BEING FURTHER
DESCRIBED IN EXHIBIT "A" ATTACHED AND MADE A PART OF THIS LEGAL
DESCRIPTION.
XX SECURITY: This note is separately secured by (describe separate
Document by type and date): D/S/D
PURPOSE: The purpose of this loan is BUSINESS DEVELOPMENT
SIGNATURES AND SEALS: In Witness Whereof, I have signed my name
And affixed my seal on this 29th day of September, 1997. By doing
So, I agree to the terms of this note (including those on page 2).
I have received a copy on today's date.
SIGNATURE FOR LENDER
/s/ Burt Blackmon
Burt Blackmon, Its President
HENRY COUNTY LAND PARTNERS,
A GA GENERAL PARTNERSHIP
Rosston, Inc.
Its General Partner
/s/ David G. Black (Seal)
David G. Black, Its President
</PAGE>
<PAGE>
WACHOVIA
LAND ACQUISITION AND DEVELOPMENT LOAN NOTE
CITY/COUNTY Stockbridge/Henry
STATE Georgia
$978,100.00
December 30, 1997
IN RETURN FOR A LOAN THAT I HAVE RECEIVED, I promise to pay the
Principal sum of Nine Hundred Seventy-Eight Thousand one Hundred and
NO/100 ($978,100.00) or so much of said amount as I shall actually
borrow, whichever is less, plus interest, on demand, or in the absence
of demand, on or before December 30, 1997, to the order of the
Lender. The Lender is WACHOVIA MORTGAGE COMPANY, a North Carolina
Corporation whose address is Post Office Box 3196, Winston-Salem,
North Carolina 27102. In the absence of demand, I shall pay this Note
as follows:
A minimum payment towards principal of $325,000.00 shall be due and
Payable on December 30, 1998; a further minimum payment towards
Principal of $325,000.00 shall be due payable on June 30, 1999;
a further minimum payment towards principal of &60,000.00 shall be
due and payable on April 30, 1998 should the following items not
been obtained by the Borrower: a) grading and development permit
from DeKalb County, b) preliminary site plan approved by DeKalb
County, and c) development of the property commenced;
All remaining amounts of principal, plus any accrued interest,
Shall be due and payable on December 30, 1999.
***SEE REVERSE FOR REQUIREMENT ON ADVANCE
1. INTEREST
Interest will be charged on the unpaid principal listed in Paragraph
One from the date I receive such principal until the principal has been
Paid. I will pay interest at a yearly rate (based on a 360 day year)
Of one percent (1%) ("Margin") plus the Prime Rate which is subject
to change. The Prime Rate refers to that interest rate denominated by
Wachovia Bank, N.A., A national banking association (the "Bank") as its
"Prime Rate" and set by the Bank/from time as an interest rate basis
for borrowings, changes in the Prime Rate to be effective on the date
of each such change. The Prime Rate is one of several interest rate
basis used by the Bank, and the Bank lends at rates above and below the
Prime Rate. I will pay this interest on the first day of each month on
the amounts actually outstanding and unpaid from time to time. I will
make all payments at the address of Lender listed above, or at a
different place if required by the Lender. The interest rate required
by this Note is the rate I will pay before and after any default,
demand or acceleration of this Note. ( )The interest rate I am
required to pay shall never exceed ____%.
2. BORROWER'S RIGHT TO PREPAY
A payment of principal only is known as a "prepayment". I have the
Right to make prepayments of this Note in full or in part without
Penalty at any time.
3. LOAN CHARGES
If a law, which applies to this loan and which sets maximum loan
charges, is finally interpreted so that the interest or other loan
charges collected or to be collected in connection with this loan
exceed the permitted limits, the: (i) any such loan charge shall be
reduced by the amount necessary to reduce the charge to the permitted
limit; and (ii) any sums already collected from me which exceeded
permitted limits will be refunded to me. Lender may choose to make
this refund by reducing the principal I owe under this Note, which
will be treated as a partial prepayment. A collection of excess
charges as described above will be treated by the Lender and myself as
a mutual mistake.
4. BORROWER'S FAILURE TO PAY AS REQUIRED
A. Late Charges for Overdue Payments. If the Lender has not received
the full amount of any monthly payment by the end of Fifteen(15)
calendar days after the date it is due, I will pay a late charge to the
lender upon demand by the Lender. The amount of the charge will be
dour percent (4%) of my overdue payment. I will pay this late charge
only once on each late payment.
B. No Waiver by Lender. Even if, at a time when I am in default, the
Lender does not require me to pay immediately in full or fails to
Enforce any other available remedy, the Lender will still have all
Rights under this Note if I am later in default. Upon default, or if
Lender extends the due date of this Note for any reason, Lender
Reserves the right to change the loan terms, including but not limited
To the Margin stated above in Paragraph 1.
C. Payment of Lender's Costs and Expenses. If the Lender is forced to
Collect the payments described in this Note through a court of law or
an attorney at law, I will pay all reasonable cost of collection,
including an amount equal to 15% of the indebtedness as attorney's
fees.
5. OBLIGATIONS OF PERSONS UNDER THIS NOTE
If more than one person signs this Note, each person is fully and
Personally obligated to keep all of the promises made in this Note,
Including the promise to pay the full amount owed. Any person who is
a guarantor, surely or endorser of this Note is also obligated to do
these things. Any person who assumes these obligations, including the
obligation of a guarantor, surely or endorser of the Note, is also
obligated to keep all of the promises made in this Note. The Lender
may enforce its rights under this Note against each person referred to
in this paragraph individually or against all of us together. This
means that any one of us may be required to pay all of the amounts owed
under this Note.
6. WAIVERS
I and any other person who has obligations under this Note waive the
Rights of presentment for payment, demand, protest and any notices
Otherwise allowed for dishonor. We agree to remain bound to our
Promises under this Note until the payments of principal, interest,
and other amounts due hereunder are paid in full despite any extensions
of time for payment which may be granted, even if the time extended is
indefinite or the Lender fails to exercise any legal rights it may
have.
</PAGE>
<PAGE>
7. SECURED NOTE
In addition to the protections given to the Lender under this Note,
a Mortgage, Deed of Trust of Security Instrument (the "Security
Instrument), dated the same date as this Note, protects the Lender from
Possible losses which might result if I do not keep the promises which
I make in this Note. The Security Instrument describes how and under
what conditions I may be required to make immediate payment in full of
all amounts I owe under this Note. A default under the Security
Instrument will constitute default under this Note and a default under
this Note will constitute a default under the Security Instrument.
WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED. If a corporation,
It has caused this Note to be given and to be executed in its name and
on its behalf by its duly authorized officers and its corporate seal
to be affixed.
WITNESSES:
/s/ H.F. Brantley
H.F. Brantley, Witness
/s/ Carol Thomas
Carol Thomas, Witness
BORROWERS:
HENRY COUNTY LAND PARTNERS
/s/ David K. Williams
David K. Williams, President
Killearn Properties, Inc.
General Partner
/s/ David Black
David G. Black, President
Rosston, Inc.
General Partner
*** FUTURE ADVANCES
Borrower understands and agrees that no future advances shall be made
until the Borrower has obtained the grading and development permit from
Dekalb County, preliminary site plan approval from Dekalb County, and
Borrower has commenced development.
</PAGE>
<PAGE>
EXHIBIT "E"
<TABLE>
INTEREST RECAP ON TRANSFERED PROJECTS & H.C.L.P.
<CAPTION>
LOAN INTEREST
PROJECT AMOUNT RATE DAYS OWED AMOUNT DUE
<S> <C> <C> <C> <C>
SUMMIT $ 1,839,670.00 9.5% 58 $28,157.17
SIMPSON MILLS $ 1,923,411.72 9.5% 74 $37,559.96
THE GLEN $ 1,801,180.37 9.5% -5 ($2,376.56)
TOTAL INT. ON PROJECT LOANS $63,340.57
<S> <C> <C> <C> <C>
H.C.L.P
CLOSE WARD LAKE $30,000.00
1/2 INTEREST @ 1/21/98 $32,842.61
TOTAL - H.C.L.P. $62,842.61
GRAND TOTAL $126,183.18
</FN>
</TABLE>
</PAGE>
<PAGE>
EXHIBIT "F"
After recording, return to: Cloy &: Ellis, 35 Griffin Street,
McDonough, Georgia 30253
OPTION AGREEMENT
FOR THE SALE AND PURCHASE OF REAL PROPERTY
THIS AGREEMENT, made by and between Harold L. McGarity and
Edward E. McGarity whose mailing address is 120 Darwish Drive,
McDonough, Georgia 30253 (hereinafter. referred to as "Seller") and,
Killearn Properties, Inc. of GA., whose mailing address is 385 Country
Club Drive, Stockbridge, GA 30281 (hereinafter referred to as
"Purchaser").
W I T N E S S E T H
FOR AND IN CONSIDERATION of the sum of TWENTY FIVE THOUSAND AND
NO/IOO Dollars ($25,000.00) (said amount hereinafter referred to as the
"Option Payment") and other good and valuable consideration in hand
paid to Seller, receipt and sufficiency of which are hereby
acknowledged by Seller, Seller does hereby grant and convey to
Purchaser for the term hereof an exclusive and irrevocable option
(hereinafter referred to as the "Option") to purchase upon the terms
and conditions hereinafter set forth that certain tract or parcel of
land located in Henry County, Georgia, as more particularly described
in Exhibit "A" attached hereto and by this reference made a part
hereof, together with all improvements, fixtures, plants, trees and
shrubbery thereon ,(hereafter collectively referred to as the
"Property").
1. Term and Exercise of Option. The term of the Option shall
commence on the date hereof and shall terminate an December 31, 2001.
If the option is not exercised prior to 5:00 P.M. Eastern Standard
Time. on December 31, 2001, then the option and this Agreement shall at
that time lapse and be of no further force or effect, Seller shall
retain the Option Payment and neither Purchaser nor Seller shall have
any rights or obligations hereunder. Purchaser may exercise the option
only during its term and only by the delivery of written notice by
Certified Mail to Seller, at the address of Seller hereinabove set
forth, of Purchaser's election to exercise the Option. In the event
that the Option is exercised, the Closing (as hereinafter defined)
shall take place within 30 days of the exercise of the option. in
the event said option is exercised prior to December 31, 2001,
optionee (Purchaser) shall pay any tax penalty due to the subject
property being under the Conservation Use Valuation Program. Upon
exercise of the Option, this Agreement shall constitute the
agreement between Seller and Purchaser for the sale and purchase of
the Property..
2. Purchase Price. The total purchase price (hereinafter referred to
As the "Purchase Price") of the Property shall be that amount equal to
Eight Thousand Dollars ($8,000.00) per acre. The Purchase Price shall
be payable as follows:
</PAGE>
<PAGE>
A. Purchase Price shall be paid in cash or by cashier's or
certified check payable to the order of Seller.
3. Representations and Warranties of Seller. Seller hereby represents
and warrants to Purchaser that Seller has the right', power and
authority to enter into this Agreement and to sell the Property in
accordance with the terms hereof, and Seller has granted no option to
any other person to purchase the Property.
4. Objections to Title. Purchaser shall have Ten (10) days from the
date Purchaser exercises the Option hereunder to examine title to the
Property and to furnish Seller a statement of objections to Seller's
title to the Property, which objections, should they exist at the time
of Closing, would make Seller unable to convey at Closing title to the
Property provided for in Paragraph 5 hereof. Seller shall after
receipt by Seller of such written statement of objections- have Thirty
(30) days or until the date of Closing, whichever is later, in which to
cure all such objections. If Purchaser does not timely provide the
aforesaid statement of objections, Purchaser shall be deemed to have
waived its. right to object to the status of Seller's title 'to the
Property.. Seller shall, at or prior to Closing, pay all taxes and
assessments which constitute a lien against the Property (other than
those not then due and payable) and pay all indebtedness secured by the
Property and obtain cancellations of all loan instruments affecting the
Property.
5. Closing and Conveyance of the Property. At the Closing, each
party shall execute and deliver all documents necessary to effect
and complete the terms of this Agreement. Seller shall convey to
Purchaser, by warranty deed, good and marketable fee simple title,
insurable by title insurance company licensed to do business in the
State of Georgia, at standard rates, subject only to (i) ad valorem
taxes and assessments not then due and payable (ii) zoning ordinances
affecting the property (iii) general utility easements of record
servicing the Property (iv) and such other exceptions to title as
Purchaser shall have approved.
6. Closing Costs and Prorations. Seller shall pay the Georgia real
estate transfer tax assessed in connection with the Closing, the legal
fees of its own counsel and the cost of any title clearance
documentation required to convey the basis of the tax rate for the
preceding tax year applied to the latest assessed valuation. Should
the actual assessment of such taxes for the year in which the closing
is consummated be different than the amount used as the basis for such
proration, Purchaser and Seller, promptly upon receipt by either of
them of the notice or bill for such taxes, shall make the proper
adjustment so that such proration will be accurate, based upon the
actual amount of taxes. Payment of any such adjustment shall be made
promptly to Seller or Purchaser, whichever shall be entitled to such
payment, by the other party. in the event said option is exercised
prior to December 31, 2001, Optionee (Purchaser) shall pay any tax
penalty due to the subject property being under the Conservation Use
Valuation Program.
</PAGE>
<PAGE>
7. The Possession of Property. Seller shall deliver possession of
the Property to Purchaser at the time of Closing.
8. Survey. Purchaser, at Purchaser's sole cost and expense, shall
obtain a survey from a Georgia Registered Land Surveyor, showing the
Property to be conveyed under this Agreement. Promptly upon receipt of
said survey, Purchaser will cause Seller to be provided with a copy
thereof. The survey shall indicate the total number of acres of the
Property to the nearest hundredth of an acre. The survey shall form
the basis of the legal description to be used for the conveyance of the
Property. In the event Seller disagrees with said survey, Seller shall
have the right, at Seller's expense, to have a new survey of the
Property prepared. In the event Purchaser does not accept Seller's
survey, Purchaser's and Seller's surveyors shall name a third surveyor
to survey the Property, the cost to be divided equally between Seller
and Purchaser.
9. Brokerage Commissions. Each party hereto represents to each other
party hereto that it has not engaged any broker or agent in connection
with this Agreement and each party hereby agrees to indemnity the other
party and hold the other party harmless against all liability, loss,
cost, damage and expense (including but not limited to attorneys, fees
and costs of litigation) said other party shall ever suffer or incur
because of any claim by any such broker, whether or not meritorious,
for any fee, commission or Other compensation with respect hereto
resulting from the acts of the other party.
10. Notices. All notices, demands or requests required or permitted
to be given pursuant to this Agreement shall be in writing and should
be deemed to have been properly given or served and shall be effective
upon being deposited in the United States mail, postpaid and registered
or certified with return receipt requested, provided, however, the time
period in which a response to any notice, demand or request must be
given shall commence on the date of receipt by the addressee
thereof. Rejection or other refusal to accept or inability to deliver
because of changed address of which no notice has been given shall
constitute receipt of the notice, demand or request sent. Any such
notice, demand or request shall be sent to the respective addresses set
forth in the introductory paragraph of this Agreement.
11 . Inspection. Commencing on the date hereof and continuing as long
as this Agreement shall remain in force, Purchaser shall have the right
to go on the Property personally or through agents, employers and
contractors for the purpose of making boundary line and topographical
surveys of same, soil tests and such other tests, analyses and
investigations of the Property as Purchaser deems desirable. Purchaser
shall pay all costs incurred in making such surveys, tests, analyses
and investigations. Purchaser shall indemnity and hold harmless Seller
from all damages and claims arising from Purchaser's entry under this
Paragraph.
</PAGE>
<PAGE>
12. Continuation of the Property; Condemnation. At Closing, Seller
shall deliver to Purchaser possession of the Property in substantially
the same condition as on the date of Purchaser's exercise. of the
Option. If all or any material portion of the Property shall be
damaged prior to Closing, Purchaser may elect (i) to terminate this
Agreement and if Purchaser so elects then Seller shall refund the
Option Payment to Purchaser or (ii) to consummate this transaction with
full entitlement to receive any . such insurance as is paid an the
claim of loss or condemnation award as may be paid or payable with
respect to such taking. Purchaser's election under this Paragraph
shall be exercised by written notice to Seller given within Thirty (30)
days after receipt of written notice from Seller that such damage has
occurred or such taking is threatened or accomplished; failure of
Purchaser to so notify Seller shall be deemed to he an election of
clause (ii) above.
13. Default by Purchaser. If Purchaser fails to perform its
obligations under this Agreement and/or to consummate the sale in
accordance therewith, then Seller may, at its option (a) proceed to
enforce this Agreement by an action of specific performance or other
procedure in which event the Purchaser shall pay reasonable attorney's
fees and court costs or (b) declare this Agreement in default and
retain the Option Payment as liquidated damages, the exact amount of
actual. damages being incapable of ascertainment'; and in the latter
event, Seller shall be released from all liability hereunder and this
Agreement shall become null and void.
14. Default by Seller. If Seller is unable to give good and
marketable title to the Property or such as will be insured by a
reputable title insurance company as provided in Paragraph 5 hereof,
then Purchaser shall have the option of (a) taking such title as
Seller can given without abatement of Purchase Price or (b) being
repaid the Option Payment; and in the latter event, except for such
repayment, there shall be no further liability or obligation by either
of the parties hereunder -and this Agreement shall become null and
void.
15. Miscellaneous.
A. Time is of the essence of this Agreement.
B. This Agreement should be governed by and construed in accordance
with the laws of the State of Georgia.
C. This Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which counterparts
together shall constitute one and the same instrument..
</PAGE>
<PAGE>
D. Should any provision of this Agreement require judicial
interpretation, it is agreed that the court interpreting or construing
the same shall not apply a presumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of
construction that a document is to be construed more strictly against
the party who itself or through its agent prepared the same, it being
agreed that the agents of all parties have participated in the
preparation hereof.
E. This Agreement shall survive the Closing and shall not be merged
into any of the documents executed at Closing.
F. This Agreement supersedes all prior discussions and agreements
between Seller and Purchaser with respect, to the conveyance of the
Property and all other matters contain(id herein and constitutes the
sole and entire agreement between Seller and Purchaser with respect
thereto. This Agreement may not be modified or amended unless such
amendment is set forth in writing and signed by both Seller and
Purchaser..
G. This Agreement shall apply to, inure to the benefit of and be
binding upon and enforceable against Seller and Purchaser and their
respective heirs, legal representatives, successors and assigns, as the
case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as to the date first above written.
OPTIONOR/SELLER:
As to Seller, executed
In the presence of: /s/ Harold L. McGarity
Harold L. McGarity
/s/ Edward F. Cardell
Unofficial Witness
/s/ Linda D. Buteer
Notary Public, Henry County, GA
My Commission Expires December 13, 1998
[NOTARIAL SEAL] [SEAL}
OPTIONEE/PURCHASER:
As to Purchaser, executed
in the presence of: Killearn Properties, Inc.
of GA.
/s/ Edward F. Cardell /s/ Mark A. Conner,
Unofficial Witness Mark A. Conner, CEO
/s/ Linda D. Buteer /s/ David K. Williams
Notary Public, Henry County, GA David K. Williams, President
My Commission Expires December 13, 1998
[NOTARIAL SEAL] [SEAL]
</PAGE>
<PAGE>
EXHIBIT "G"
<TABLE>
Killearn Properties, Inc.
Recap of items paid for Proactive Technologies, Inc.
<CAPTION>
CHECK CHECK
DATE DESCRIPTION CHECK # Amount BALANCE PAYEE FROM
<S> <C> <C> <C> <C> <C> <C>
10/31/96 First Union 9/10/96 Conservancy Dr payment 8015 4,282.81 4,282.81 First Union
3/25/97 ABC Heating & Air 16244
16247 224.95 4,507.76 ABC Heating
3/31/97 Georgia Power Company 16297 30.11 4,537.87 Georgia Power Co
3/3l/97 Consulting fees as per KPI BOD (12,500.00) (7,962.13)
4/22/97 Tree Removal at Jodeco Terrace 16428 850.00 (7,112.13) Evergreen Lawn Care
4/29/97 Georgia Power Company 16448 19.90 (7,092.23) Georgia Power Co
4/23/97 Computer Repairs 16443 490.91 (6,601.32) Branan Office Supply
4/23/97 Flowers Stock Agreement 16403 125,000.00 118,398.68 Paine Webber
4/29/97 Loan - PTE Payroll Account 16438 2,000.00 120,398.68 Proactive Technologies, Inc.
4/30/97 Consulting fees as per KPI BOD (12,500.00) 107,898.68
4/30/97 Deposit for 11B ER2 15,000.00 122,898.68
4/3O/97 Deposit for 14D Lake Tallavana 25,000.00 147,898.68
4/30/97 Loan PTE 16345 20,000.00 167,898.68 Dexter Trust Co.
4/30/97 Reimbursement to KPI DEP 4/30/97 (125,000.00) 42,898.68 Proactive
4/30/97 SunTrust-Conservancy Drive payment 8388 2,967.11 45,865.79 Suntrust
4/30/97 AC Plumbing Plumbing at Jodeco Terrace 16452 235.00 46,100.79 AC Plumbing
4/30/97 T. Liberty - Paint Supplies 16382 412.66 46,513.45 Ted Liberty
4/30/97 Randy's Contract Paint 16385 200.00 46,713.45 Randy's Contract Painting
4/30/97 ABC Heating & Air 16402 149.90 46,863.35 ABC Heating & Air
5/l/97 PTEK wire wired out 5/l/97 35,000.00 81,863.35 PTEK Wire
5/1/97 PTEK wire wired out 5/1/97 20,000.00 101,863.35 PTEK wire
5/14/97 Talquin Electric letter 5/14/97 (102,500.00) (636.65)
5/14/97 Talquin Electric letter 5/14/97 (6,750,00) (7,386.65)
5/19/97 Reimbursement for 2,000 + (2) wires on 5/1/97 dep (57,000.00) (64,386.65) Kpi Cap First Holding
5/19/97 Georgia Power Company 16518 19.90 (64,366.75) Georgia Power Company
5/20/97 Hardwood Delight Floor Repairs/Jodeco 16456 3,087.39 (61,279.36) Hardwood Delight
5/2O/97 Loan PTE 16457 14,600.00 (46,679.36) Henry Co. Dev.
</PAGE>
<PAGE>
<S> <C> <C> <C> <C> <C> <C>
5/2O/97 Loan-PTE Payroll Account 16503 4,000.00 (42,679.36) Proactive Technologies
5/27/97 UHC-June 1997 Bill Daniels 16572 288.24 (42,391.12) United Health Care
5/27/97 Viking Office-Office Furniture-Calculator 16546 61.46 (42,329.66) Viking Office
5/29/97 Loan PTE 16532 10,000.00 (32,329.66) Remax
5/30/97 Loan PTE Deposit (20,000.00) (52,329.66) David Black
5/3O/97 Loan PTE Deposit (20,000.00) (72,329.66) David Black
5/31/97 Viking Office Supplies-Mouse,Comp Paper 16616 37.14 (72,292.52) Viking Office
5/31/97 Atlanta Gas Lightt-2809 Jodeco Terr 16579 88.90 (72,203.62) Atlanta Gas Light
5/31/97 Hi-Back Chair-Office Furniture 16595 251.99 (71,951.73) Viking Office
5/31/97 Termite Svc-2809 Jodeco Terr 16591 150.00 (71,801.73) Arrow Exterminators
5/31/97 Loan PTE 16537 50,000.00 (21,801.73) Dexter Company
5/3l/97 Consulting fees as per KPI BOD (12,500.00) (34,301.73)
6/2/97 Shell Mastercard - Rob Maloney 8440 2,000.00 (32,301.73) Shell Mastercard
6/11/97 AM DENTAL - May Premium 16578 19.02 (32,282.71) American Dental
6/11/97 AM DENTAL - June Premium 16578 19.02 (32,263.69) American Dental
6/11/97 AM DENTAL - July Premium 16578 19.02 (32,244.67) American Dental
6/19/97 Loan - PTE Payroll Account 16600 1,000.00 (31,244.67) Proactive Technologies
6/27/97 PTEK wire 1st Comm wire 40,200.00 8,955.33 Capital First
6/30/97 PTEK wire 1st Comm wire 35,000.00 43,955.33 Ruden, McClosky
6/3O/97 Capital City Bank - Lake Avenue payment 8478 4,793.00 48,748.33 Capital City Bank
6/30/97 Capital City Bank - 2006 Eagle's Ridge 8478 1,244.00 49,992.33 Capital City Bank
6/30/97 Capital City Bank-7M Summerbrooke 8478 628.93 50,621.26 Capital City Bank
6/30/97 Capital City Bank-Conservancy Drive 8478 569.56 51,190.82 Capital City Bank
6/30/97 Capital City Bank - Locknoll Court 8478 569.56 51,760.38 Capital City Bank
6/30/97 Consulting fees as per KPI BOD (12,500.00) 39,260.38
6/24/97 PTEK wire 1st Comm wire 30,045.00 69,305.38 Capital First Holdings
7/1/97 Loan - PTE Payroll Account 16644 1,000.00 70,305.38 Proactive Technologies
7/7/97 Highlands - Loan 16647 2,000.00 72,305.38 Highlands Properties
7/8/97 Loan - PTE 16648 87,900.00 160,205.38 PTE payroll acct
7/9/97 Gregg & Assoc. 16687 1,440.00 161,645.38 Gregg & Assoc.
7/9/97 People Bk. Interest 1st Union wire 38,600.97 200,246.35 Capital First Holdings
7/9/97 M.,Inc (35,000.00) 165,246.35 Capital First Holdings
7/9/97 Fed Express - Proactive 16663 24.48 165,270.83 Federal Express
7/9/97 American Dental - Daniels 16654 19.02 165,289.85 American Dental
</PAGE>
<PAGE>
<S> <C> <C> <C> <C> <C> <C>
7/9/97 United Health Care of Ga. - Daniels 16704 152.64 165,442.49 United Health Care
7/11/97 Loan - PTE Payroll Account 16688 4,000.00 169,442.49 PTE Payroll Account
7/4/97 PTE assumed M, Inc. payable see letter (212,506.07) (43,063.58)
7/25/97 Loan - PTE - check made out to 1st Comm 16712 12,563.93 (30,499.65) First Community
7/30/97 Shell Mastercard - Rob Maloney 8542 1,000.00 (29,499.65) Shell Mastercard
7/31/97 Consulting fees as per KPI BOD (12,500.00) (41,999.65)
7/31/97 Loan - PTE 16576 50,000.00 8,000.35 FCB & Lake Dow North
7/31/97 Loan - PTE (50,000.00) (41,999.65)
7/3l/97 Loan - PTE Payroll Acct 16734 800.00 (41,199.65) PTE Payroll
8/4/97 David Gates/Consulting Fees 8527 2,000.00 (39,999.65) David Gates
8/4/97 Amerihost-David Gates/Lake Dow 8520 316.73 (40,882.92) Amerihost Inn
8/4/97 Amerihost-David Gates/Lake Dow 8520 251.60 (40,631.32) Amerihost Inn
8/8/97 Fed Express - Proactive 20601 25.50 (40,605.82) Federal Express
7/28/97 Dep to ELSC on Lake Dow lots
755,946,965,662,660,921 (3,500.00) (44,105.82) ELSC
7/28/97 Deposit to ELSC on Lake Dow lots 456 & 938 (2,000.00) (46,105.82) ELSC
8/6/97 Deposit to ELSC on Lake Dow lot 947 (1,000.00) (47,105.82) ELSC
8/21/97 Transfer of 264 acres from PTE to KPI (44,600.00) (91,705.82) ELSC
8/27/97 Wire Transfer Peoples First 42,050.09 (49,655.73) Wire to P.F. KPI,GA
8/19/97 Business Advantage 20649 170.96 (49,484.77) Trans National KPI,GA
6/30/97 Pascal Pisoni Pmt recd by CFI not KPI 1,594.62 (47,900.15) CFI PASCAL
8/31/97 Consulting fees as per KPI BOD (12,500.00) (60,400.15)
9/3O/97 Reversal 7/4-PTE assumed M, Inc. payable letter 212,506.07 152,105.92 M, Inc. KPI,GA
9/30/97 Business Advantage 20773 177.96 152,283.88 Business Advantage KPI,GA
9/30/97 United Health Care SEPT&OCT-BillDaniels 20770 661.72 152,945.60 United Health KPI,GA
10/27/97 American Dental-Daniels 20837 19.02 152,964.62 American Dental KPI,GA
10/31/97 American Dental-Daniels 20871 19.02 152,993.64 American Dental KPI,GA
10/31/97 United Health Care - Nov - Daniels 20895 330.86 153,314.50 United Health KPI,GA
10/31/97 Business Advantage 20874 179.77 153,494.27 Business Advantage KPI,GA
8/31/97 Reverse Consulting fees as per KPI BOD 10,000.00 163,494.27
9/30/97 Consulting fees as per KPI BOD (2,500.00) 160,994.27
10/31/97 Consulting fees as per KPI BOD (2,500.00) 158,494.27
11/30/97 Federal Express - Proactive 20961 50.00 158,544.27 Federal Express KPI,GA
11/30/97 Federal Express - Proactive 20977 154.50 158,698.77 Federal Express KPI,GA
</PAGE>
<PAGE>
<S> <C> <C> <C> <C> <C> </C>
11/30/97 Business Advantage 20950 177.20 158,875.97 Business Advantage KPI,GA
11/30/97 United Health Care - Daniels 20987 330.86 159,206.83 United Health KPI,GA
10/8/97 The Inn @ EL (Rowe/Dugger) 9419 1,511.94 160,718.77 Inn @ EL ELSC
11/30/97 Consulting fees as per KPI BOD (2,500.00) 158,218.77
12/31/97 Consulting fees as per KPI BOD (2,500.00) 155,718.77
12/3l/97 Rooms at the Inn (Dugger/Early) 121.88 155,840.65
12/31/97 Business Advantage 21017 106.58 155,947.23 Business Advantage KPI,GA
12/31/97 United Health Care-Daniels 21037 330.86 156,278.09 United Health KPI,GA
12/31/97 Federal Express - Proactive 179.50 156,457.59 Federal Express KPI,GA
12/31/97 American Dental-Daniels 19.02 156,476.61 American Dental KPI,GA
12/31/97 Int on 145 Golf Terrace Purchase 3,582.87 160,059.48 KPI-Mark P/R
12/23/97 American Dental-Daniels 20995 19.02 160,078.50 American Dental KPI,GA
12/31/97 Condo Loan Attached 65,468.91 225,547.41
</FN>
</PAGE>
<PAGE>
CAPITAL FIRST - AQUANIQUE LOAN (CONDOMINIUMS) $390,000
DATE DESCRIPTION PRINCIPAL PAYMENTS BALANCE DUE
10/3/95 BEGINNING BALANCE $390,000.00
10/4/95 PAYMENT TO BARNETT BANK $31,370.94 358,629.06
1/21/96 PAYMENT TO BARNETT BANK 97,038.79 261,590.27
4/22/96 PAYMENT TO BARNETT BANK 61,711.38 199,878.89
4/25/96 PAYMENT TO BARNETT BANK 34,409.98 165,468.91
7/31/96 PTEK CONSULTING FEES PER BOD 12,500.00 152,968.91
8/31/96 PTEK CONSULTING FEES PER BOD 12,500.00 140,468.91
9/30/96 PTEK CONSULTING FEES PER BOD 12,500.00 127,968.91
10/31/96 PTEK CONSULTING FEES PER BOD 12,500.00 115,468.91
11/30/96 PTEK CONSULTING FEES PER BOD 12,500.00 102,968.91
12/31/96 PTEK CONSULTING FEES PER BOD 12,500.00 90,468.91
1/31/97 PTEK CONSULTING FEES PER BOD 12,500.00 77,968.91
2/28/97 PTEK CONSULTING FEES PER BOD 12,500.00 65,468.91
12/31/97 BALANCE 65,468.91
</PAGE>
<PAGE>
EXHIBIT "H"
All that tract or parcel of land containing 14.6481 acres, lying and
being in Land Lot 204 of the 2nd District of Henry County, Georgia, and
being more particularly described according to a plat of survey made for
Michael B. McKibben, by Mark A. Buckner, Registered Land Surveyor No.
2422, dated August 21, 1996 and being further described as follows:
Beginning at an iron pin located at the intersection of the common
corner of Land Lots 204, 205, 212 and 213 and running thence South 00
degrees 29 minutes 41 seconds East along the westerly line of Land Lot
204 and the easterly line of Land Lot 205 a distance of 660.89 feet to a
1/2" rebar found and continuing along the westerly line of Land Lot 204
and the easterly line of Land Lot 205 North 00 degrees 33 minutes 34
seconds East a distance of 529.34 feet to a pipe found on the
northeasterly right of way of Hampton-Locust Grove Road (30'r/w);
running thence along the northeasterly right of way of Hampton-Locust
Grove Road South 65 degrees 22 minutes 17 seconds East a distance of
110.48 feet to an iron pin set; running thence North 33 degrees 49
minutes 54 seconds East a distance of 1481.66 feet to an iron pin set on
the northerly line of Land Lot 204 also being the southerly line of Land
Lot 213; running thence along the southerly line of Land Lot 213 and the
northerly line of Land Lot 204 North 89 degrees 40 minutes 01 seconds
West a distance of 936.24 feet to a 1/2" rebar found being the point of
beginning.
</PAGE>
<PAGE>
Exhibit I
KILLEARN PROPERTIES, INC.
12/31/97
G L Costs
Glenn 1 201 274,846.57
Glenn 199 817,967.31
199 (657,730.47)
(100,000.00)
Glenn II & III 241 894,264.45
------------
1,229,347.86
Simpson Mill 243 1,296,510.81
80 ac near S. Mill 244 456,307.50
------------
1,752,818.31
HCLP 346 1,091,595.11
346 (688,036.55)
346 (203,122.54)
550 (570,475.77)
------------
(370,039.75)
Ward Lake 262 2,139.80
60 ac Pullin Rd. 245 10,000.00
Summit 246 1,246,123.20
------------
1,258,263.00
TOTALS 3,870,389.42
</PAGE>
<PAGE>
EXHIBIT J
</TABLE>
<TABLE>
CFI - $5.125 MILLION LOAN COLLATERAL - PREMIER BANK
GL 127
COLLATERAL
<CAPTION>
Description #of Lots Est Sales Total Release Amt. Total
Per Lot Sales Price 70% per lot(1) Release Amt
<S> <C> <C> <C> <C> <C>
GE-5 38 45,000 1,710,000 31,500 1,197,000
GE-8 39 45,000 1,755,000 31,500 1,228,500
KL-6 8 37,500 300,000 26,250 210,000
GE-7 52 50,000 2,600,000 35,000 1,820,000
ER-6/GLENN 60 19,500 1,170,000 13,650 819,000
UNDEVELOPED
ER-8/LANDINGS 53 20,000 1,060,000 14,000 742,000
ER-9/LANDINGS 75 15,000 1,125,000 10,500 787,500
ER-T/LANDINGS 170 10,000 1,700,000 7,000 1,190,000
GE #6 192 20,000 3,840,000 14,000 2,688,000
GRAND TOTALS 15,260,000 10,682,000
</FN>
</TABLE>
(1) Peoples First receives their release and Killearn Properties receives
the balance on lots where Peoples First has first mortgage. The above
amounts are the minimum release price.
</PAGE>
<PAGE>
<TABLE>
CFI - $2.5 MILLION LOAN COLLATERAL - PEACHTREE BANK
GL 126
COLLATERAL
<CAPTION>
Description #of Lots Est Sales Total Release Amt. Total
Per Lot Sales Price 70% per lot(1) Release Amt
<S> <C> <C> <C> <C> <C>
SUMMERBROOKE
UNDEVELOPED
INTERIOR LOTS 28 30,000 840,000 10,000 280,000
SUMMERBROOKE
DEVELOPED
GOLF LOTS 77 45,000 3,465,000 20,000 1,540,000
SUMMERBROOKE
DEVELOPED
INTERIOR LOTS 120 30,000 3,600,000 10,000 1,200,000
GRAND TOTAL 7,905,000 3,020,000
</FN>
</TABLE>
</PAGE>
<PAGE>
EXHIBIT "L"
KILLEARN PROPERTIES, INC.
August 12,1997
Barbara H. Stam, Managing Partner
International Realty Development Partners, Ltd., L.L.C.
c/o M. Maxine Hicks, Esquire
Cofer, Beauchamp, Stradley & Hicks, LLP
99 West Paces Ferry Road, N.W., Suite 200
Atlanta, GA 30305
RE: Joint Venture Proposal between International Realty Development
Partners, Ltd. ("IRDP") and Killearn Properties, Inc. ("KPI")
Dear Barbara:
Please allow this letter to serve as an Agreement with regard to KPI
entering into a joint venture with IRDP for the approximate 1,200 acres
known as Southgate located off Interstate 75 off of Exit 68 in Henry
County, Georgia. Assuming your concurrence to the terms of this
Agreement, please execute same. The basic outline of our agreement is
as follows:
1. Killearn Properties, Inc., IRDP and Eagle Land Group, Inc. will
form a Georgia based limited liability company called Henry County Land
Partners, IV, LLC ("HCLP") or other such named entity to be mutually
agreed upon by the parties, for the purpose of acquiring any and all
rights to the lands, including timber rights, mentioned hereafter as
well as any other legitimate business purpose allowed in the State of
Georgia, with the ownership and profit sharing distribution as follows:
Killearn Properties, Inc. 50%
IRDP 45%
Eagle Land Group, Inc. 5%
2. KPI acknowledges that the above property is divided into the
following approximate parcels:
PARCEL RECORD OWNER STATUS
1,005 acres tract IRDP Encumbered by $3.3 million
first mortgage and $500,000
second mortgage.
56 acre tract IRDP Encumbered by total debt of
$271,359.28 plus interest at
10% per annum payable interest
quarterly mortgage due 5/12/99
103 acre tract Lassiter Under contract with Eagle Land
Group, Inc.
14 acre tract McKibben No contract
</PAGE>
<PAGE>
3. KPI agrees to use all of its best efforts to refinance the mortgage
existing on the 56 acre parcel, which mortgage matures May 12, 1999.
In any event, KPI agrees to assume said obligation in the event new
financing or renegotiating of the current terms cannot be obtained.
KPI shall perform its obligations hereunder on or before September 30,
1997.
4. KPI agrees to use all of its best efforts to refinance the first
and second mortgages existing on the 1,005 acre parcel, which mortgages
are not in default, which mortgages have current principal balances as
set forth in Paragraph 2 above and which carry interest as follows:
first mortgage: 12%; second mortgage: 12%. In any event, KPI agrees to
assume said obligation in the event new financing or renegotiating of
the current terms cannot be obtained. KPI shall perform its
obligations hereunder on or before September 30, 1997.
5. KPI acknowledges and agrees that IRDP has incurred liabilities as
follows:
A. IRDP has incurred legal fees through July 31, 1997 estimated
at approximately S50,000.00 (the 'Legal Fees"). Additionally other
predevelopment invoices totaling approximately S90,000.00 have been
incurred by IRDP. KPI shall provide funding to IRDP to pay such Legal
fees and Pre-development fees not later than September 1, 1997, The
amount of $110,000 shall be a reduction in the Promissory Note due IRDP
as set forth in Paragraph 7. Further, the amount of $30,000,00 shall
be credited to KPI under its capital contributions. All plans,
drawings, permits, and other developmental reports shall be assigned to
HCLP.
6. IRDP shall sell the 1,005 acre and 57 acre tracts To HCLP for a
price of $6,000.00 per acre on or before September.30, 1997 in exchange
for HCLP assuming the debts encumbering the tracts, plus a promissory
note described in Paragraph 7, secured by a deed to secure debt on the
tracts, which IRDP agrees shall be subordinate to any development
financing which must be obtained on the land, and which IRDP agrees to
execute any documentation which may be required by any lender to
reaffirm said subordination.
7. HCLP will agree to issue a Promissory Note or Notes for the total
amount of funds owed IRDP based upon the above total acres @ $6,000 per
acre less total amount of debt on the property as set forth above and
as may be calculated as set forth herein, which note shall provide for
the accrual of interest at seven per cent (7%), and which shall contain
provisions calling for its final payment in any event in seven (7)
years from Closing. The note will be crafted so as to allow for
fluctuation of payment on principal based upon the development plans of
HCLP and the need for cash flow, The note shall also contain a clause
allowing for no prepayment penalty, and shall provide for interest only
payments to accrue. Any security instrument providing collateral on
said Note shall be subordinate to any loan that the newly formed LLC
shall deem necessary to develop any of the property which it may
acquire, and IRDP will further agree to execute any additional
subordination agreements reasonably required by any lender to that
effect. Further, each party to the newly formed LLC will do its best
to accommodate the tax planning aspects of all other parties.
</PAGE>
<PAGE>
8. IRDP presently holds or shall soon acquire real estate contents to
acquire the 14 acre and 103 acre tract, with closing dates to occur
simultaneously with this transaction. Upon consummation of the
transactions contemplated herein, IRDP shall assign such contracts to
HCLP who will execute and perform such contracts and assume all
obligations arising in connection herewith. In the event, that KPI
should have to fund such contracts, KPI shall receive a credit to its
side of the capital contribution for HCLP. Further, HCLP will agree to
issue a Promissory Note or Notes for the total amount of funds owed KPI
based on the above calculation which note shall accrue interest at
seven percent (7%), and which shall be due and payable in any event in
seven years. The note will be crafted so as to allow for fluctuation
of payment on principal based upon the development plans of HCLP and
the need for cash flow. The note shall contain a clause allowing for
no prepayment penalty, and shall provide for interest only payments to
accrue quarterly.
9. KPI agrees that approximately 10 acres known as the Pecan Grove,
and which shall be more accurately determined by survey or legal
description within thirty (30) days of the executed date of this Letter
of Intent shall be designated and IRDP shall have an option to purchase
that acreage back at the rate of $6,000 per acre rounded to the nearest
tenth of an acre. Said option shall run two (2) years from the Closing
date of the transaction contemplated herein and shall be exercisable by
payment of cash, or at IRDP's election, a reduction of the principal
balance of IRDP capital contribution account. In the event that the
Option is properly exercised, IRDP shall agree to bind said acreage
with similar restrictive covenants and architectural controls as may
exist or is anticipated to exist on the surrounding lands.
10. The only contingencies which this matter is subject are: (i) that
KPI is satisfied with clear title to the acreage owned by IRDP.
Contingency expires at 5:00 p.m. on August 20, 1997; (ii) That IRDP's
governing documents indicate that IRDP is legally constituted, in good
standing and that Barbara H. Stam is duly authorized to convey on
behalf of IRDP. (iii) That IRDP deliver to KPI copies of all reports
in its possession consisting of wetlands delineations, surveys,
feasibility studies, engineering studies and other studies incurred in
the pre-development of the properties, provided, however, that IRDP
shall have no obligation to disclose such reports and studies if and to
the extent that IRDP is subject to confidentiality or nondisclosure
obligations with respect hereto and (iv) approval by the KPI Board.
Contingency for (iv) shall expire at 5:00 p.m. on August 14, 1997.
11. Killearn Properties, Inc. will receive a management and marketing
fee of fifteen per cent (15%) of the gross price of any and all
property sold and closed. This fee will include any and all real
estate commissions incurred on the sales.
12. IRDP agrees to pay all transfer taxes, recording costs, HCLP will
pay for any intangible tax and title insurance policy. Real estate
property taxes to be prorated as of the date of Closing. HCLP shall
advance the cost of such items, and such advance shall reduce the
capital contribution account of IRDP and reduce the balance of the
Promissory Note described in Paragraph 7.
</PAGE>
<PAGE>
13. Upon signature of this Letter of Intent, KPI shall issue a check
in the amount of $42,000.00, which shall be made payable to Cofer,
Beauchamp, Stradley & Hicks Trust Account, and which funds shall be
distributed as follows: Approximately $34,089.00 shall be paid to the
first mortgagee as the August payment. Approximately $6,092.00 shall
be paid for the 56 acre tract for the quarterly interest payment due
August 1, 1997. In addition, KPI acknowledges that an additional
$34,089.00 shall be due to the first mortgagee on September 1, 1997 and
hereby agrees to fund such payment and advance it to IRDP no later than
September 1, 1997 whereupon IRDP shall remit such payment to the first
mortgagee.
14. Regarding a memorandum of understanding (the "Memorandum") dated
October 31, 1996 executed by IRDP, IRDP agrees that in the event Mr.
Thomas Connell, or any person or entity suing on his behalf should be
successful in enforcing said Memorandum, and any acreage or funds
required to resolve the matter is to come out of any of the land
mentioned herein, IRDP agrees to have said land value reduced from its
capital contribution account of IRDP and reduce the balance of the
Promissory Note described in Paragraph 7.
15. KPI is aware that there is currently another entity which may
claim to have some interest in the above property by virtue of an
agreement of which one party is IRDP, the contents of which cannot be
legally disclosed. Upon execution and delivery of this letter of
intent and payment of the sums set forth in paragraph 13, IRDP shall
notify such party in writing of the cessation of IRDP's business relationship
with such party. If at any time prior to September 30,
1997 such third party brings any lawsuit for action or damages arising
in connection with the cessation of said business relationship, KPI may
upon written notice to IRDP terminate this agreement and IRDP shall
return to KPI all monies paid by KPI to date in the performance of this
agreement including any mortgage payments and any costs advanced.
16. Within thirty (30) days after the execution hereof, HCLP shall
complete and provide IRDP with a comprehensive land use plan for the
approximate 1,200 acres known as Southgate.
17. The parties agree to establish a principal repayment program to
IRDP tied to the sale of real property containing, at a minimum,
requirements for the repayment of principal, in an amount not less than
$3,000 upon the sale of any residential lot, 10% of the sales price of
any commercial/light industrial property, and a total repayment of
principal not later than seven (7) years after making the capital
contribution.
18. The parties acknowledge that architectural standards and recorded
covenants for the development will be critical to the success of the
project. KPI agrees that IRDP's counsel shall be entitled to draft or
review of the covenants, conditions, and restrictions, design
guidelines and builder program to be utilized for the projects. If
IRDP's counsel does not draft the above documents, KPI agrees to
incorporate the commercially reasonable comments of IRDP's counsel.
</PAGE>
<PAGE>
19. Defaults.
a. Notice of Default. No default as to any provision of this
Agreement shall be claimed or charged by either party against the other
until notice thereof has been given to the defaulting party in writing,
and such default remains uncured for a period of five (5) days after the
defaulting party's receipt of such notice. Notwithstanding the
above, the Closing Date shall not be changed, delayed, postponed or
extended by this requirement for notice of default.
b. Default by IRDP. If IRDP defaults on its obligation to
purchase under this Agreement, KPI may receive payment of any and all
monies paid as liquidated damages and, it may elect to pursue its legal
and equitable remedies against IRDP, such remedies to include damages
and/or specific performance of contract.
c. Default by KPI. Provided IRDP is not in default, should KPI
refuse, fail, or be unable to comply with and perform in accordance
with the provisions of this Agreement, any of the monies paid, shall be
retained by IRDP as liquidated damages, as the parties have
acknowledged that the amount of damages are difficult to estimate and
that these liquidated damages are not intended as a penalty but a
negotiated amount which will serve as compete and total negotiated
damages between the parties, or, it may elect to pursue its legal and
equitable remedies against KPI, such remedies to include damages and/or
specific performance of contract.
20. Miscellaneous Items.
a. The parties acknowledge that this agreement is binding and may
not be changed orally, but only by an agreement in writing signed by
the parties hereto.
b. Time is of the essence of the Agreement.
c. This agreement is made under and shall be governed by and
construed in accordance with the laws of the State of Georgia.
d. In each and every provision of this Agreement, the parties
agree that there shall be implied, whether specifically stated or not,
an obligation for each party to act or proceed in good faith and with
reasonable diligence to meet its obligations as set forth herein. In
that regard, each party further agrees to cooperate fully and
faithfully to enable each party to meet its obligations. For purposes
hereof, the phrase, "good faith and reasonable diligence" and similar
uses and derivations thereof shall mean that the applicable party is
actively and continuously applying or dedicating appropriate resources
such as labor, materials, and the expenditure of funds toward the
specific task or obligation to be met.
e. Each party to this Agreement has fully disclosed all matters
which may affect the property or any liabilities attached thereto, and
for any matters not so disclosed agrees to be solely responsible for
and hold harmless the other party from any liability which may arise
therefrom.
f. The parties agree that the terms of this transaction shall
remain confidential.
g. The parties agree that neither party shall issue any press
release without prior review and consent of the other party.
</PAGE>
<PAGE>
Assuming the above terms are satisfactory with you, I would appreciate
you executing this agreement and we can have our attorneys begin
compiling the closing documentation. If you have any questions, please
feel free to contact me either here or in Tallahassee at (850) 668-
8500.
Have a Great Day and God Bless!
Sincerely,
/s/ Mark A. Conner
Mark A. Conner, President
By signature below, the undersigned hereby concurs with the above
referenced terms and conditions.
/s/ Barbara H. Stam
Barbara H. Stam, Managing Partner
International Realty Development Partners, Ltd., L.L.C.
</PAGE>
