PROACTIVE TECHNOLOGIES INC
8-K, 1999-07-15
MEDICAL LABORATORIES
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                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 8-K

            Current Report Pursuant to Section 13 or 15(d)
              Under the Securities Exchange Act of 1934


                            Date of Report
                            June 30, 1999

                          _________________
                     Commission File Number 1-8662


                          flightserv.com
              (formerly PROACTIVE TECHNOLOGIES, INC.)
       (Exact name of registrant as specified in its charter)

        Delaware                                23-2265039
    (State of Incorporation)          (IRS Employer Identification No.)

          3343 Peachtree Road, N.E., Suite 530
           Atlanta, Georgia                               30326
  (Address of Principal Executive Offices)             (Zip Codes)

  Registrant's telephone number, including area code:  404-869-2599


_______________________________________________________________________

Item 1.       Changes in Ownership

              Not Applicable


Item 2.       Disposition of Assets

      On June 30, 1999, the Company sold several of its real estate holdings
in three separate transactions.  The aggregate selling price for the property
was $6,109,000, consisting of $900,000 in cash and 30-day secured notes, and
approximately $5,209,000 of debt assumed.

     The Company sold all of its stock of two real estate holding subsidiaries,
Barrier Dunes Development Corporation and Regional Developers of Albany, Inc.
to Inland Communities, Inc., an unrelated third party.  Regional Developers
of Thomasville, Inc., which is affiliated with a non-employee officer of a
Company subsidiary, acquired approximately 260 acres of undeveloped land and
certain other real estate assets. Henry Holdings of Tallahassee, Inc.,
affiliated with a former chief executive officer of the Company, acquired
approximately 100 developed lots and certain other real estate assets.

     The Company will recognize a pre-tax loss of approximately $1,100,000 on
the transactions for the quarter ended June 30, 1999.  In addition, the
Company plans to close its Tallahassee office.



Item 3.       Bankruptcy or Receivership

              Not Applicable

Item 4.       Changes in Registrant's Certifying Accountant

              Not Applicable

Item 5.       Other Events

              Not Applicable

Item 6.       Resignations of Registrant's Directors

              Not Applicable

Item 7.       Financial Statements and Exhibits

              (a)    Financial Statements.

              Not Applicable


              (b)    Unaudited Pro Forma Condensed Consolidated Financial
Information.

              Set forth below are the following unaudited pro forma condensed
consolidated financial statements:

                   1.     Introduction to Condensed Consolidated Pro Forma
Financial Statements.

                   2.     Pro Forma Condensed Consolidated Statements of
Operations for the Year Ended June 30, 1998 and the Three Months Ended
March 31, 1999.

                   3.     Pro Forma Condensed Consolidated Balance Sheet
as of March 31, 1998.

             Unaudited Pro Forma Condensed Consolidated
                      Financial Information

Introductory Note:   The following unaudited pro forma condensed balance
sheet and statements of operations reflect the financial position at March
31, 1999 and results of operations for the year ended June 30, 1998 and
the three months ended March 31, 1999 of flightserv.com f/k/a Proactive
Technologies, Inc. (the "Registrant" or the "Company") as if the disposition
of the assets on June 30, 1999 had occurred on March 31, 1999 for balance
sheet purposes and March 31, 1999 and July 1, 1998 for statement of
operations purposes.

The unaudited pro forma condensed consolidated balance sheet and statements
of operations do not purport to represent the Registrant's financial
position or results of operations had the transactions actually occurred on
March 31, 1999 or July 1, 1998, respectively, or to project the Registrant's
consolidated results of operations for any future periods.

The pro forma adjustments are based upon available information.  These
adjustments are directly attributable to the transactions referred to above,
and are expected to have a continuing impact on the Registrant's business,
results of operations and financial position.  The following unaudited pro
forma condensed consolidated financial statements should be read in
conjunction with the historical financial statements of the Registrant,
which are included in its Form 10-KSB for the year ended June 30, 1998 and
its Form 10-QSB for the three months ended March 31, 1999.

<TABLE>

                           flightserv.com
          Pro Forma Condensed Consolidated Statement of Operations
                      Year Ended June 30, 1998
                             (Unaudited)
                             (In 000's)



                                           Pro Forma     Pro Forma
                      As Reported         Adjustments     Amounts
                    ----------------    --------------  -------------
<S>                       <C>               <C>              <C>
Net sales      (A)    $ 15,134	      $  6,109     $     21,243
Cost of sales  (B)      11,888               6,709           18,597
                    -------------       -------------    ------------

Gross profit             3,246               ( 600)           2,646

Selling, general and
 administrative exp.   ( 2,787)                  0          ( 2,787)
Interest expense       ( 1,270)                  0          ( 1,270)
Other expense, net     (   171)                  0          (   171)
                     -------------     ---------------  -------------
Loss before income
taxes and discontinued
operations                (982)              ( 600)         ( 1,582)
Income tax benefit         332                   0              332
                     -------------     ---------------  -------------
Net loss before
discontinued operations   (650)             (  600)         ( 1,250)

Loss from discontinued
  operations              (230)                  0           (  230)
                     --------------    ---------------  -------------
Net loss              $   (880)         $   (  600)      $  ( 1,480)
                     ==============    ===============  =============

Loss per share before
discontinued operations $(  0.04)                          $ ( 0.08)
Discontinued operations  (  0.01)                            ( 0.01)
                     --------------                      ------------
Loss per share          $(  0.05)                          $ ( 0.09)
                     ==============                      ============
Weighted average shares
  outstanding            16,846                              16,846
                     ==============                      ============
</TABLE>

(A)  Reflect sale of properties

(B)  Reflect cost of properties sold and closing costs


<TABLE>

                               flightserv.com
              Pro Forma Condensed Consolidated Statement of Operations
                    Three Months Ended March 31, 1999
                               (Unaudited)
                               (In 000's)

                                        Pro Forma         Pro Forma
                  As Reported          Adjustments         Amounts
                 ---------------      -------------     -------------
<S>                       <C>                 <C>               <C>

 Net sales    (A)    $      6,006      $     6,109        $    12,115
 Cost of sales (B)          6,336            7,029             13,365
 Selling, general and
  administrative exp.       2,912                0              2,912
                    --------------     -------------     --------------
 Loss from operations      (3,242)            (920)            (4,162)
 Interest expense            (625)               0               (625)
 Other income, net            931                0                931
                    --------------     -------------     --------------
 Loss before
  income taxes             (2,936)            (920)            (3,856)
 Income tax benefit           298                0                298
                    --------------     -------------     --------------
 Net loss             $   ( 2,638)       $    (920)       $    (3,558)
                    ==============     =============     ==============

 Loss per share       $     (0.12)                        $     (0.17)
                    ==============                       ==============

 Weighted average shares
   outstanding          21,395                                21,395
                    ==============                       ==============
</TABLE>

(A)  Reflect sale of properties

(B)  Reflect cost of properties sold and closing costs


<TABLE>

                             flightserv.com
               Pro Forma Condensed Consolidated Balance Sheet
                             March 31, 1999
                               (Unaudited)
                                (In 000's)


                                           Pro Forma        Pro Forma
                     As Reported           Adjustments       Amounts
                     --------------      --------------   -------------

ASSETS:
<S>                       <C>                 <C>              <C>
Real estate
  inventories  (A)       $ 13,491            $ (6,829)       $  6,662
Cash and equivalents (B)      819                 200           1,019
Property and equipt, net      788                   0             788
Investment in Killearn        594                   0             594
Other investments           2,942                   0           2,942
Other assets                1,202                   0           1,202
Notes receivable               67                 500             567
                      ------------        -------------     -----------
Total assets             $ 19,903            $ (6,129)       $ 13,774
                      ============        =============     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:
<S>                         <C>                 <C>               <C>
Notes payable (C)        $  9,886            $ (5,209)       $  4,677
Accounts payable and
  accrued expenses          1,137                   0           1,137
Income taxes payable        1,237                   0           1,237
Deferred revenue              109                   0             109
Customer deposits              28                   0              28
                      -------------       --------------    -----------
Total liabilities          12,397              (5,209)          7,188
                      -------------       --------------    -----------

Stockholders' Equity:
Common Stock                  949                   0             949
Paid in capital            15,102                   0          15,102
Retained deficit           (6,442)               (920)         (7,362)
Treasury stock             (2,103)                  0          (2,103)
                      --------------      --------------    ------------
Total stockholders'
  equity                    7,506                (920)          6,586
                      --------------      --------------    ------------

Total liabilities and
  stockholders'
  equity                 $ 19,903            $ (6,129)       $ 13,774
                      ==============      ==============    ============

(A)  Eliminate properties

(B)  Reflect net increase in cash due to sale of properties

(C)  Eliminate mortgages


              (c)     Exhibits.




Exhibit
Number                                Description
10.1*              Stock Purchase Agreement for Regional Developers of
                   Albany, Inc.
10.2*              Stock Purchase Agreement for Barrier Dunes Development
                   Corporation.
10.3*              Deposit Receipt and Contract for Sale and Purchase for
                   Tallahassee Property
10.4*              Deposit Receipt and Contract for Sale and Purchase for
                   Thomasville Property

99.1                  Press Release - 6/8/99

*     In accordance with Item 601(b)(2) of Regulation S-K, the schedules
and Exhibits to the Agreements and Contracts have been omitted.  The
Registrant will furnish supplementally a copy of any omitted schedule to
the Commission upon request.


Item 8.       Change in Fiscal Year

              Not Applicable

                             SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.


                                    flightserv.com


Dated:  July 14, 1999                /s/ William L. Wortman
                                   By: _____________________________
                                   William L. Wortman, Vice President
                                   and Chief Financial Officer



</TABLE>

STOCK PURCHASE AGREEMENT
flightserv.com/Inland Communities, Inc.
Regional Developers of Albany, Inc.


     This Stock Purchase Agreement ("Agreement') is entered into this ____ day
of June, 1999, by and among flightserv.com, f/k/a PROACTIVE TECHNOLOGIES,
INC., a Delaware corporation (hereinafter referred to as "PTE",  Company", or
"Shareholder"), INLAND COMMUNITIES, INC., a Florida corporation (hereinafter
referred to as "Inland" or Buyer), and REGIONAL DEVELOPERS OF ALBANY, INC., a
Georgia corporation (hereinafter the "Subsidiary").

     WHEREAS, Company is the owner of record and beneficially own one hundred
per cent (100%), being One Hundred Shares, of the issued and outstanding
shares of the Common Stock of the Subsidiary (the "Shares"); and

     WHEREAS, the Company wishes to sell all One Hundred Shares (100) shares
of the issued and outstanding shares of Subsidiary to Inland and Inland wishes
to purchase the shares for assumption of the debt on the property and cash as
set forth more specifically below; and

     WHEREAS, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

ARTICLE I.
SALE AND PURCHASE OF THE SHARES

     1.1     Sale and Purchase.     Subject to the terms and conditions
hereof, at the Closing (as defined below), Company agrees to assign, transfer,
convey and deliver to Inland, and Inland agrees to accept exchange of the
shares listed in Exhibit "A", attached hereto.

     1.2     Closing.     The exchange be consummated at the Closing to take
place at a mutually agreed upon site, or via mail, on or before June 30, 1999,
unless otherwise mutually agreed upon by the parties.

     1.3     Acquisition Terms.  The Shares shall be One Hundred Shares (100)
shares of the issued and outstanding common stock of Subsidiary which shall be
signed over in blank to Inland together with any legalities required for legal
transfer.

     1.4   Consideration. As and for complete consideration for the above
shares, Inland shall pay the following sums for the purchase price of said
stock:
               Assumption of the following debt:
               Commercial Bank of Thomasville              $740,205.17
               First Bank of Albany - 175 acres             195,027.58
               First Bank of Albany - Quail West/Winifred   360,000.00
               First Bank of Albany - Hickory Grove IV      138,496.70
                                                        ________________
                                                         $1,433,729.45
               31 day Promissory Note                       135,000.00
                                                        ________________
               Total Purchase Price                      $1,568,729.45

          Together with any and all existing taxes and homeowners dues.

          1.5     Other Agreements.     Additionally, the parties agree as
follows:

     1.     The Parties agree that Inland shall execute to the Company a
Promissory Note in the amount of One Hundred Thirty Five Thousand Dollars
($135,000.00), which note shall be at an annual interest rate of zero per cent
(0%), and shall be due and payable not later than July 31, 1999.  The
Promissory Note shall contain language which states that if said note is not
paid by the due date of July 31, 1999, interest shall accrue at the highest
allowable rate of default interest allowed by law.

     2.     The Company agrees to execute any and all necessary documentation,
including minutes, corporate resolutions, resignation of officers and
directors, or any other reasonable documentation necessary to validate this
transfer in the corporate records of Subsidiary.


ARTICLE II.
REPRESENTATIONS AND WARRANTIES

     2.1.     Representations and Warranties of Subsidiary.  The Company
represents and warrants, with regard to Subsidiary, to Inland as follows:

          A.)     Organization.     The Subsidiary is a corporation, duly
incorporated, validly existing in good standing under the laws of the State of
Georgia, and has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business.

          B.)     Authorized Capitalization.     The authorized capitalization
of the Subsidiary consists of One Hundred Thousand (100,000)  Shares of $.01
par value Common Stock, of which One Hundred (100) shares have been issued and
are outstanding.  The Shares have been duly authorized, validly issued, are
fully paid are non assessable and have no liability attaching to the ownership
thereof.  The Company does not have any outstanding rights, call, options,
which obligate it to issue any of its shares of Capital Stock, whether
authorized or not.  Further, the Company is not bound by any agreement,
contract, arrangement or understanding, whether oral or written, giving any
person or entity the right to participate, share in, or in any way, obligating
the Company to distribute any portion of its income, profits or assets.

     C.     Authority.     The Subsidiary has full power and lawful authority
to execute and deliver this Agreement and the Stock Certificates in order to
consummate and perform all of the matters contemplated herein.  The executed
Agreement and Stock Certificates constitute valid and legally binding
obligations upon the Company, enforceable in accordance with the terms
thereof.  The execution and/or delivery of the Agreement or the Stock
Certificates and the consummation and performance of these matters conflicts
with, requires the consent, waiver or approval of, results in a breach or
default of or gives rise to others and interest or right of termination,
cancellation or acceleration of any material matter contained in this
Agreement or any other Agreement which the Company is a part thereof.

     D.     Investment intent.     Inland is acquiring the shares for its own
account, for investment purposes only, and not with a view toward the sale or
distribution of any part thereof, and Inland has no present intention of
selling, granting participation in, or otherwise distributing same to any
entity to which it does not control.  Inland understands the specific risks
related to any investment in the shares, especially as it relates to the
financial performance of the Company.


     E.     Subsidiary's Financial Statements.     The Subsidiary's statements
are complete, were provided to Inland, and the principals of Inland has been
intimately involved with the day-to-day operations of Subsidiary, and it has
had ample time to read and understand said financial statements and perform
sufficient due diligence required to the satisfaction of Inland.   Except as
disclosed in the financial statements, to the best of its knowledge, the
Company is not aware of any material liabilities for which the Subsidiary is
liable or will become liable in the future.

     F.     Books and Records.     The Subsidiary's books and records are
complete and correct and have been maintained according to good business
practices and accurately reflect in all material respects reflects the
business, financial condition and results of the operation of the Subsidiary
as set forth in the Subsidiary's Financial statements.

     G.     Insurance.     The Subsidiary has sufficient insurance associated
with its policies of general liability, fire and extended coverage, worker's
compensation, products liability, property and indemnity and performance
bonds, and is not in default with any provisions thereof, and said insurance
is sufficient for compliance by Company with all requirements of law and all
agreements affecting Subsidiary.  Company warrants that these coverages will
remain in full force and effect through Closing of this transaction and will
not be affected by, terminate or lapse by reason of the transactions
contemplated in this Agreement.

     H.     Material Agreements.     All material agreements, employment
agreements, contracts or other material arrangement with any officer, director
or shareholder of the Subsidiary or any relative of such person, or any
agreements which would have a material affect on the business, financial
condition, results of operation, assets, liabilities, or prospects of the
Subsidiary have been disclosed.  If not disclosed in this exhibit, Company
warrants that it does not exist.

     I.     Permits.     All necessary permits, licenses, approvals, or other
authorizations that are materially necessary for the conduct of its business
are still in full force and effect and are agreed to be transferred as a part
of this transaction.

     J.     Compliance.       To the best of the knowledge of the Company,
Subsidiary is not in violation of any federal, state or local law, ordinance
or rule or regulation applicable to its business, nor has it received any
actual or threatened complaint, notice or citation of violation from any
governmental authority.  Further, Subsidiary is in compliance with all
applicable pollution control and environmental laws, rules and regulations in
all material respects, and has no environmental licenses, permits or
authorizations.

     K.     Litigation.     There are no actions, suits, claims, complaints,
proceedings pending or threatened against the Company or the Subsidiary, or
either of them, at law or in equity; and to the best of the knowledge of the
Company, there are no facts which would provide a legitimate basis for any
such action, suit or proceeding, which if decided against the Company or
Subsidiary, would have a materially adverse effect on the Subsidiary.
Further, there are no outstanding orders, judgments or decrees of any person
or governmental authority which specifically affect the Subsidiary or any of
its assets.

     L.     Validity of existing contracts.     All material contracts,
agreements, leases and licenses, which the Subsidiary is a party or by which
any of its properties or assets are bound or affected have been provided to
Inland, are valid and in full force and effect; and no breach or default
exists, or upon giving timely notice, would exist on the part of the Company
or of any other party.

     M.     No material changes.     Since March 31, 1999, there have been no
actual or threatened developments of a nature that is materially adverse or
materially adversely affects the business, financial condition of the
business, its assets, liabilities or prospects.

     N.     Fees.     All negotiations relating to this Transaction has been
conducted in such a manner so as not to give rise to any finder's fees,
broker's commissions, advisory fees for which the Subsidiary or Inland will or
may be liable.

     O.     Full Disclosure.     All statements of the Company contained in
this Agreement and other documentation delivered on behalf of the Company are
true and correct in all material respects and do not omit any material fact
necessary to make the statements contained therein no misleading in light of
the circumstances under which they were made.     There are no facts known to
the Company, which could have a materially adverse affect on the business,
financial condition, results of operation, assets, liabilities, or prospects
of the Subsidiary, which have not been disclosed to either Inland in this
Agreement or its exhibits.

2.2     Representations and Warranties of PTE.     PTE, represents and
warrants to Inland, with respect to the Shares owned by PTE, as follows:

     a.     Title to the Shares.     At Closing, PTE shall own of record and
beneficially the number of shares listed in Paragraph 1.3 of the Company, free
and clear of all encumbrances, liens, pledges, claims, options, charges and
assessments of any nature whatsoever, with full right and authority to
transfer said shares to Inland.  No person has any preemptive rights or rights
of first refusal with respect to any of the shares.  There exists no voting
agreement, voting trust, or outstanding proxy with respect to any of the
shares, nor are there any outstanding rights options, warrants, or calls with
respect to the Shares.

ARTICLE III.
CONDITIONS PRECEDENT TO CLOSE

The obligation of PTE , Inland, and the Subsidiary to close the Transaction
contemplated hereunder is subject to fulfillment by PTE, Inland and Subsidiary
of each of the following conditions, which may be waived in whole or in part
in writing:

3.1     Compliance with representations, Warranties and Covenants.   The
representations and warranties of PTE, Inland, and Subsidiary have been true
and correct when made and shall be true and correct as of the Closing Date
with the same force and effect as if made at Closing.  PTE, Inland, and
Subsidiary shall have performed all agreements, covenants and conditions
required to be performed prior to Closing.

3.2     No Adverse Change.     Subsequent to the date of this Agreement and
the Closing, there shall have been no event which has had a material adverse
effect upon the business, financial condition, results of operation, assets,
liabilities or prospects of the Company.

3.3     No Legal Proceeding.     No suit, action, or other legal or
administrative proceeding before any court or other governmental agency shall
be pending seeking to enjoin the consummation of this Transaction.

3.4     Documents to be Delivered by PTE and Inland.     The Company and
Inland shall have delivered the following:

     A.Stock certificates representing the Shares listed in Paragraph 1.3,
duly endorsed to Inland and in blank or accompanied by duly executed stock
powers

     B.All agreements referred to in Paragraph 1.4 executed by all appropriate
parties,

     C.Such other documents or certificates as shall be reasonably required by
the parties or their attorneys to close or consummate the transaction.

3.5     Documents to be delivered regarding Subsidiary.

     A.PTE shall have delivered a certificate of good standing from the
Secretary of State of the State of Georgia.

     B.All agreements referred to in Paragraph 1.4, executed by all parties

ARTICLE V.
MISCELLANEOUS

4.1     Modification.     PTE, Inland or the Subsidiary may amend, modify, or
supplement  this Agreement in any manner as they mutually agree only in
writing.

4.2     Termination and Abandonment.     This agreement may be terminated and
the purchase of the shares may be abandoned before this Closing:

     a.     By the mutual consent of PTE and  Inland.

     b.     By PTE, if the representations and warranties of Inland set forth
shall not be accurate;  or the conditions precedent set forth in Article IV
shall not have been satisfied in all materials respects; or

     c.     By Inland, if the representations and warranties of PTE set forth
herein shall not be accurate, or the conditions precedent set forth in Article
IV shall not have been satisfied in all materials respects.

Termination shall be effective on the date of receipt of written notice
specifying the reasons therefore.

4.3     Representations and Warranties to Survive.     Unless otherwise
provided, all of the representations and warranties contained in this
Agreement and in any certificate, exhibit, or other document delivered
pursuant  this Agreement shall survive the Closing for a period of one (1)
year.  No investigation made by any party hereto or their representatives
shall constitute a waiver of any representation or warranty, and no such
representation or warranty shall be merged into the Closing.

4.4     Assignability.     Inland may assign this Agreement to a related party
of Inland, without the prior express written consent of PTE.  All other
assignments may occur only with the express, prior written consent of the
other party.

4.5     Binding Effect.     This Agreement, together with all other
documentation delivered as exhibits or part of this transaction constitute the
entire agreement between the parties. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
heirs, legal representatives, assigns of the parties hereto.

4.6     Applicable Law.     This Agreement and Transaction is are made
pursuant to and will be construed under, the laws of Georgia.

4.7     Notices.     All notices, requests, demands and other communication
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, certified return receipt requested to:

     a.)     If to PTE, to:

                    Proactive Technologies, Inc.
                    C. Beverly Lance, President
                    3343 Peachtree Road, N.E., Suite 530
                    Atlanta, Georgia 30326
                    Telephone: (404) 240-4081
                    Fax:   (404) 240-4101

     b.)     If to Inland, to:

                    Ruben R. Rowe, III
                    3503 Ocean Drive
                    Vero Beach, Florida 32963
                    Telephone: (561) 234-5661
                    Fax: (561) 234-5662

Any change in addresses may be made provided written notice is given to the
other parties.

4.8     Headings.     The headings contained herein are for reference only and
do not affect in any way the meaning or interpretation of this agreement.

4.9     Severability.     If any one or more of the provisions of this
Agreement shall, for any reason, be construed to be invalid, illegal or
unenforceable under applicable law, this Agreement shall be construed as if
the invalid, illegal or unenforceable provision had never been contained
therein.  The remaining provisions of this Agreement shall be given effect to
the maximum extent then permitted by law.

4.10     Attorneys Fees and Expenses.     The prevailing party in any legal
proceeding based upon this Agreement shall be entitled to reasonable
attorneys' fees and expenses and court costs.

4.11     Integration.     This Agreement and all documents and instruments
executed pursuant hereto merge and integrate all prior agreements and
representations respecting the transactions, whether written or oral, and
constitute the sole agreement of the parties in connection therewith.  This
agreement has been negotiated by and submitted to the scrutiny of both PTE and
Inland and shall be given a fair and reasonable interpretation in accordance
with the words hereof, without consideration or weight to its having been
drafted by either party.

4.12     Expenses.     Each party shall pay all fees and expenses incurred by
it incident to this Agreement and in connection with the consummation of all
transactions contemplated by this Agreement.

IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement
on the date first written above.
                                   "PTE"

                                   flightserv.com

                                   By:_____________________________
                                        C. Beverly Lance, President


                                   "Inland"

                                   INLAND COMMUNITIES, INC.

                                   By:_____________________________
                                        Ruben R. Rowe, III, President







STOCK PURCHASE AGREEMENT
flightserv.com/Inland Communities, Inc.
Barrier Dunes Development Corporation


     This Stock Purchase Agreement ("Agreement') is entered into this ____ day
of June, 1999, by and among flightserv.com f/k/a PROACTIVE TECHNOLOGIES, INC.,
a Delaware corporation (hereinafter referred to as "PTE",  Company", or
"Shareholder"), INLAND COMMUNITIES, INC., a Florida corporation (hereinafter
referred to as "Inland" or Buyer), and BARRIER DUNES DEVELOPMENT CORPORATION,
a Florida corporation (hereinafter the "Subsidiary").

     WHEREAS, Company is the owner of record and beneficially own one hundred
per cent (100%), being One Hundred Shares, of the issued and outstanding
shares of the Common Stock of the Subsidiary (the "Shares"); and

     WHEREAS, the Company wishes to sell all One Hundred Shares (100) shares
of the issued and outstanding shares of Subsidiary to Inland and Inland wishes
to purchase the shares for assumption of the debt on the property and cash as
set forth more specifically below; and

     WHEREAS, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

ARTICLE I.
SALE AND PURCHASE OF THE SHARES

     1.1     Sale and Purchase.     Subject to the terms and conditions
hereof, at the Closing (as defined below), Company agrees to assign, transfer,
convey and deliver to Inland, and Inland agrees to accept exchange of the
shares listed in Exhibit "A", attached hereto.

     1.2     Closing.     The exchange be consummated at the Closing to take
place at a mutually agreed upon site, or via mail, on or before June 30, 1999,
unless otherwise mutually agreed upon by the parties.

     1.3     Acquisition Terms.  The Shares shall be One Hundred Shares (100)
shares of the issued and outstanding common stock of Subsidiary which shall be
signed over in blank to Inland together with any legalities required for legal
transfer.

     1.4 Consideration. As and for complete consideration for the above shares,
Inland shall pay the following sums for the purchase price of said stock:

               Assumption of the following debt:
               Apalachicola State Bank                $         580,000.00
               Cash Deposit Paid 5/1/99               $         200,000.00
               Cash to Close                          $         150,000.00
               31 day Promissory Note                 $         200,000.00
                                                      _____________________
               Total Purchase Price                   $       1,130,000.00

          Together with any and all existing taxes and homeowners dues.

          1.5     Other Agreements.     Additionally, the parties agree as
follows:

     1.     The Parties agree that Inland shall execute to the Company a
Promissory Note in the amount of Two Hundred Thousand Dollars ($200,000.00),
which note shall be at an annual interest rate of zero per cent (0%), and
shall be due and payable not later than July 31, 1999.  The Promissory Note
shall contain language which states that if said note is not paid by the due
date of July 31, 1999, interest shall accrue at the highest allowable rate of
default interest allowed by law.

     2.     The Company agrees to execute any and all necessary documentation,
including minutes, corporate resolutions, resignation of officers and
directors, or any other reasonable documentation necessary to validate this
transfer in the corporate records of Subsidiary.


ARTICLE II.
REPRESENTATIONS AND WARRANTIES

     2.1.     Representations and Warranties of Subsidiary.  The Company
represents and warrants, with regard to Subsidiary, to Inland as follows:

          A.)     Organization.     The Subsidiary is a corporation, duly
incorporated, validly existing in good standing under the laws of the State of
Georgia, and has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business.

          B.)     Authorized Capitalization.     The authorized capitalization
of the Subsidiary consists of One Hundred Thousand (100,000)  Shares of $.01
par value Common Stock, of which One Hundred (100) shares have been issued and
are outstanding.  The Shares have been duly authorized, validly issued, are
fully paid are non assessable and have no liability attaching to the ownership
thereof.  The Company does not have any outstanding rights, call, options,
which obligate it to issue any of its shares of Capital Stock, whether
authorized or not.  Further, the Company is not bound by any agreement,
contract, arrangement or understanding, whether oral or written, giving any
person or entity the right to participate, share in, or in any way, obligating
the Company to distribute any portion of its income, profits or assets.

     C.     Authority.     The Subsidiary has full power and lawful authority
to execute and deliver this Agreement and the Stock Certificates in order to
consummate and perform all of the matters contemplated herein.  The executed
Agreement and Stock Certificates constitute valid and legally binding
obligations upon the Company, enforceable in accordance with the terms
thereof.  The execution and/or delivery of the Agreement or the Stock
Certificates and the consummation and performance of these matters conflicts
with, requires the consent, waiver or approval of, results in a breach or
default of or gives rise to others and interest or right of termination,
cancellation or acceleration of any material matter contained in this
Agreement or any other Agreement which the Company is a part thereof.

     D.     Investment intent.     Inland is acquiring the shares for its own
account, for investment purposes only, and not with a view toward the sale or
distribution of any part thereof, and Inland has no present intention of
selling, granting participation in, or otherwise distributing same to any
entity to which it does not control.  Inland understands the specific risks
related to any investment in the shares, especially as it relates to the
financial performance of the Company.


     E.     Subsidiary's Financial Statements.     The Subsidiary's statements
are complete, were provided to Inland, and the principals of Inland has been
intimately involved with the day-to-day operations of Subsidiary, and it has
had ample time to read and understand said financial statements and perform
sufficient due diligence required to the satisfaction of Inland.   Except as
disclosed in the financial statements, to the best of its knowledge, the
Company is not aware of any material liabilities for which the Subsidiary is
liable or will become liable in the future.

     F.     Books and Records.     The Subsidiary's books and records are
complete and correct and have been maintained according to good business
practices and accurately reflect in all material respects reflects the
business, financial condition and results of the operation of the Subsidiary
as set forth in the Subsidiary's Financial statements.

     G.     Insurance.     The Subsidiary has sufficient insurance associated
with its policies of general liability, fire and extended coverage, worker's
compensation, products liability, property and indemnity and performance
bonds, and is not in default with any provisions thereof, and said insurance
is sufficient for compliance by Company with all requirements of law and all
agreements affecting Subsidiary.  Company warrants that these coverages will
remain in full force and effect through Closing of this transaction and will
not be affected by, terminate or lapse by reason of the transactions
contemplated in this Agreement.
     H.     Material Agreements.     All material agreements, employment
agreements, contracts or other material arrangement with any officer, director
or shareholder of the Subsidiary or any relative of such person, or any
agreements which would have a material affect on the business, financial
condition, results of operation, assets, liabilities, or prospects of the
Subsidiary have been disclosed.  If not disclosed in this exhibit, Company
warrants that it does not exist.

     I.     Permits.     All necessary permits, licenses, approvals, or other
authorizations that are materially necessary for the conduct of its business
are still in full force and effect and are agreed to be transferred as a part
of this transaction.

     J.     Compliance.       To the best of the knowledge of the Company,
Subsidiary is not in violation of any federal, state or local law, ordinance
or rule or regulation applicable to its business, nor has it received any
actual or threatened complaint, notice or citation of violation from any
governmental authority.  Further, Subsidiary is in compliance with all
applicable pollution control and environmental laws, rules and regulations in
all material respects, and has no environmental licenses, permits or
authorizations.

     K.     Litigation.     There are no actions, suits, claims, complaints,
proceedings pending or threatened against the Company or the Subsidiary, or
either of them, at law or in equity; and to the best of the knowledge of the
Company, there are no facts which would provide a legitimate basis for any
such action, suit or proceeding, which if decided against the Company or
Subsidiary, would have a materially adverse effect on the Subsidiary.
Further, there are no outstanding orders, judgments or decrees of any person
or governmental authority which specifically affect the Subsidiary or any of
its assets.

     L.     Validity of existing contracts.     All material contracts,
agreements, leases and licenses, which the Subsidiary is a party or by which
any of its properties or assets are bound or affected have been provided to
Inland, are valid and in full force and effect; and no breach or default
exists, or upon giving timely notice, would exist on the part of the Company
or of any other party.

     M.     No material changes.     Since March 31, 1999, there have been no
actual or threatened developments of a nature that is materially adverse or
materially adversely affects the business, financial condition of the
business, its assets, liabilities or prospects.

     N.     Fees.     All negotiations relating to this Transaction has been
conducted in such a manner so as not to give rise to any finder's fees,
broker's commissions, advisory fees for which the Subsidiary or Inland will or
may be liable.

     O.     Full Disclosure.     All statements of the Company contained in
this Agreement and other documentation delivered on behalf of the Company are
true and correct in all material respects and do not omit any material fact
necessary to make the statements contained therein no misleading in light of
the circumstances under which they were made.     There are no facts known to
the Company, which could have a materially adverse affect on the business,
financial condition, results of operation, assets, liabilities, or prospects
of the Subsidiary, which have not been disclosed to either Inland in this
Agreement or its exhibits.

2.2     Representations and Warranties of PTE.     PTE, represents and
warrants to Inland, with respect to the Shares owned by PTE, as follows:

     a.     Title to the Shares.     At Closing, PTE shall own of record and
beneficially the number of shares listed in Paragraph 1.3 of the Company, free
and clear of all encumbrances, liens, pledges, claims, options, charges and
assessments of any nature whatsoever, with full right and authority to
transfer said shares to Inland.  No person has any preemptive rights or rights
of first refusal with respect to any of the shares.  There exists no voting
agreement, voting trust, or outstanding proxy with respect to any of the
shares, nor are there any outstanding rights options, warrants, or calls with
respect to the Shares.

ARTICLE III.
CONDITIONS PRECEDENT TO CLOSE

The obligation of PTE , Inland, and the Subsidiary to close the Transaction
contemplated hereunder is subject to fulfillment by PTE, Inland and Subsidiary
of each of the following conditions, which may be waived in whole or in part
in writing:

3.1     Compliance with representations, Warranties and Covenants.   The
representations and warranties of PTE, Inland, and Subsidiary have been true
and correct when made and shall be true and correct as of the Closing Date
with the same force and effect as if made at Closing.  PTE, Inland, and
Subsidiary shall have performed all agreements, covenants and conditions
required to be performed prior to Closing.

3.2     No Adverse Change.     Subsequent to the date of this Agreement and
the Closing, there shall have been no event which has had a material adverse
effect upon the business, financial condition, results of operation, assets,
liabilities or prospects of the Company.

3.3     No Legal Proceeding.     No suit, action, or other legal or
administrative proceeding before any court or other governmental agency shall
be pending seeking to enjoin the consummation of this Transaction.

3.4     Documents to be Delivered by PTE and Inland.     The Company and
Inland shall have delivered the following:

     A.Stock certificates representing the Shares listed in Paragraph 1.3,
duly endorsed to Inland and in blank or accompanied by duly executed stock
powers

     B.All agreements referred to in Paragraph 1.4 executed by all appropriate
parties,

     C.Such other documents or certificates as shall be reasonably required by
the parties or their attorneys to close or consummate the transaction.

3.5     Documents to be delivered regarding Subsidiary.

     A.PTE shall have delivered a certificate of good standing from the
Secretary of State of the State of Georgia.

     B.All agreements referred to in Paragraph 1.4, executed by all parties

ARTICLE V.
MISCELLANEOUS

4.1     Modification.     PTE, Inland or the Subsidiary may amend, modify, or
supplement  this Agreement in any manner as they mutually agree only in
writing.

4.2     Termination and Abandonment.     This agreement may be terminated and
the purchase of the shares may be abandoned before this Closing:

     a.     By the mutual consent of PTE and  Inland.

     b.     By PTE, if the representations and warranties of Inland set forth
shall not be accurate;  or the conditions precedent set forth in Article IV
shall not have been satisfied in all materials respects; or

     c.     By Inland, if the representations and warranties of PTE set forth
herein shall not be accurate, or the conditions precedent set forth in Article
IV shall not have been satisfied in all materials respects.

Termination shall be effective on the date of receipt of written notice
specifying the reasons therefore.

4.3     Representations and Warranties to Survive.     Unless otherwise
provided, all of the representations and warranties contained in this
Agreement and in any certificate, exhibit, or other document delivered
pursuant  this Agreement shall survive the Closing for a period of one (1)
year.  No investigation made by any party hereto or their representatives
shall constitute a waiver of any representation or warranty, and no such
representation or warranty shall be merged into the Closing.

4.4     Assignability.     Inland may assign this Agreement, without the prior
express written consent of PTE.  All other assignments may occur only with the
express, prior written consent of the other party.
4.5     Binding Effect.     This Agreement, together with all other
documentation delivered as exhibits or part of this transaction constitute the
entire agreement between the parties. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
heirs, legal representatives, assigns of the parties hereto.

4.6     Applicable Law.     This Agreement and Transaction is are made
pursuant to and will be construed under, the laws of Georgia.

4.7     Notices.     All notices, requests, demands and other communication
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, certified return receipt requested to:

     a.)     If to PTE, to:

                    Proactive Technologies, Inc.
                    C. Beverly Lance, President
                    3343 Peachtree Road, N.E., Suite 530
                    Atlanta, Georgia 30326
                    Telephone: (404) 240-4081
                    Fax:   (404) 240-4101

     b.)     If to Inland, to:

                    Ruben R. Rowe, III, President
                    3503 Ocean Drive
                    Vero Beach, Florida 32963
                    Telephone: (561) 234-5661
                    Fax: (561) 234-5662

Any change in addresses may be made provided written notice is given to the
other parties.

4.8     Headings.     The headings contained herein are for reference only and
do not affect in any way the meaning or interpretation of this agreement.

4.9     Severability.     If any one or more of the provisions of this
Agreement shall, for any reason, be construed to be invalid, illegal or
unenforceable under applicable law, this Agreement shall be construed as if
the invalid, illegal or unenforceable provision had never been contained
therein.  The remaining provisions of this Agreement shall be given effect to
the maximum extent then permitted by law.

4.10     Attorneys Fees and Expenses.     The prevailing party in any legal
proceeding based upon this Agreement shall be entitled to reasonable
attorneys' fees and expenses and court costs.

4.11     Integration.     This Agreement and all documents and instruments
executed pursuant hereto merge and integrate all prior agreements and
representations respecting the transactions, whether written or oral, and
constitute the sole agreement of the parties in connection therewith.  This
agreement has been negotiated by and submitted to the scrutiny of both PTE and
Inland and shall be given a fair and reasonable interpretation in accordance
with the words hereof, without consideration or weight to its having been
drafted by either party.

4.12     Expenses.     Each party shall pay all fees and expenses incurred by
it incident to this Agreement and in connection with the consummation of all
transactions contemplated by this Agreement.

IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement
on the date first written above.
                                   "PTE"

                                   flightserv.com

                                   By:_____________________________
                                        C. Beverly Lance, President


                                   "Inland"

                                   INLAND COMMUNITIES, INC.

                                   By:_____________________________
                                        Ruben R. Rowe, III, President




 DEPOSIT RECEIPT AND CONTRACT FOR SALE AND PURCHASE

REGIONAL DEVELOPERS, INC., a Florida corporation, whose principal place of
business is 3343 Peachtree Road, NE, Suite 530, Atlanta, Georgia 30326,
telephone number (404) 240-4108, hereinafter called Seller, and INLAND
COMMUNITIES, INC., a Florida corporation, of 3803 Ocean Drive, Vero Beach,
Florida 32963 and telephone number is (561) 234-5661 or assignees, hereinafter
called Buyer agree that Seller shall sell and Buyer shall buy the following
property upon the terms and conditions hereinafter set forth.

          SEE ATTACHED EXHIBIT "A" - (See Attached Legal Description)
(Containing approximately 72 lots in Summerbooke Subdivision, 8877 Blackheath
Way in Golden Eagle subdivision, OxBottom Lot No.2, Block W - Unit 5-A,
Preservation Pointe property, 2876 and 2880 Gulfwind Drive West, Pine
Landings, two (2) townhouses in Herring Place, Lakeshore Gardens , Assignment
of Contract interest in Pine Summit Project, Fort Pierce, FL)

2.         PURCHASE PRICE:   Buyer and Seller agree that the purchase price
for the site shall be TWO MILLION THREE HUNDRED SEVENTY NINE THOUSAND SIXTY
FOUR DOLLARS AND 26/100 CENTS ($2,379,064.26)., allocated as follows:

          72 Summerbooke lots                   $   1,717,725.60
          Ox Bottom Lot 2,W 5-A                        35,999.84
          Pine Landings                               270,255.22
          8877 Blackheath Way                         180,547.07
          5B Herring Place - 2880 Gulfwind             53,407.73
          5C Herring Place - 2876 Gulfwind             53,432.34
          Lakeshore Gardens                           269,328.27
          Preservation Pointe                          18,623.41
          Pine Summit                                  50,000.00
                                               ____________________

                                                $   2,649,319.48

     METHOD OF PAYMENT:
          a) Assumption of Current Debt to
               People's First Community Bank    $   1,594.676.86
               Jacobwicz Debt                   $     339,595.65
               Capital City Bank                $     394,791.75
               Panza Revocable Trust            $     270,255.22
          b) Approximate balance to close in cash
                                                $      50,000.00
               (Excluding Buyer's expenses subject to prorations)
                    TOTAL PURCHASE PRICE        $   2,649,319.48
3.     TIME FOR ACCEPTANCE: If this offer is not executed by Seller and Buyer
prior to June 28, 1999   the deposit shall be returned to Buyer and this offer
shall be null and void.  The date of this contract shall be the date when the
last party has signed this contract and initialed any corrections.

4.     CLOSING AND POSSESSION: This contract shall be closed and the deed
delivered on or before June 30, 1999  unless extended by other provisions of
this contract.  Possession of the property shall be delivered to Buyer at
closing.

5.     EVIDENCE OF TITLE: Seller and Buyer agree that neither party wishes
to have title insurance on the above property and will rely exclusively on
the warranty of the title given to them, as well as the Affidavit of No-Lien
or Encumbrances to be executed in connection with this contract.  Seller
warrants title to be given free and clear, except from the aforementioned
mortgages given to People's First Bank, Capital City Bank, and David
Jacobwicz, covenants and restriction, and easements of record.

6.     RESTRICTIONS; EASEMENTS; LIMITATIONS:     Buyer and Seller agree that
the Buyer is taking this property subject to all existing taxes and homeowners
dues (if any) which may be due and not yet paid.  Further, Buyer agrees to
take title subject to any of the following: special assessments and those
taxes accruing hereafter, zoning and other governmental restrictions, plat
restrictions and qualifications, public utility easements, and restrictive
covenants of record.

7.     INSTRUMENTS: Title to real property shall be conveyed by general
warranty deed.  Seller represents that it has legal authority and capacity to
convey title to the property with all improvements.  Seller shall furnish to
Buyer a Seller's affidavit that there have been no improvements to subject
property for 90 days preceding date of closing for which a lien could be
filed.

8.     PRORATIONS: All taxes and homeowners association dues from the current
year shall NOT be prorated as of date of closing.  Buyer shall be deemed the
owner of the property on date of closing.

9.     EXPENSES:
     Buyer shall pay for the following:

          a)     recording fees
          b)     any costs associated with loan

     Seller shall pay for the following:
          a)     state documentary stamps on deed


10.     FAILURE OF PERFORMANCE: If Buyer fails to perform this contract within
the time specified (including payments of all deposits), the deposit(s) paid
by Buyer may be retained by or for the account of the Seller as agreed upon
liquidated damages, consideration for the execution of the contract and in full
settlement of any claims; whereupon Buyer and Seller shall be relieved of all
obligations under contract; of Seller, at Seller's option, may proceed in
law or in equity to enforce Seller's rights under this contract.  If, for
any reason other than failure of Seller to make Seller's title marketable
after diligent effort, Seller fails, neglects or refuses to perform this
Contract, the Buyer may seek receive the return of Buyer's deposit(s) and
agreeing to waive any action for damages resulting from Seller's breach.

11.     ATTORNEYS FEES AND COSTS: In connection with any litigation, including
appeals arising out of this contract, the prevailing party shall be entitled
to recover all costs incurred, including reasonable attorney fees.

12.     TYPEWRITTEN, WRITTEN AND OTHER AGREEMENTS: There are no agreements,
promises, or understandings between these parties except as specifically set
forth herein.  No alterations or changes shall be made to the contract
except those in writing initialed and dated by all parties.  Typed or written
provisions inserted in this contract shall control all printed provisions
in conflict.

13.     SPECIAL CLAUSES:

     _____________________________________________________________________

     _____________________________________________________________________

     _____________________________________________________________________


BUYER                                   SELLER
INLAND COMMUNITIES, INC.                REGIONAL DEVELOPERS, INC.
a Florida corporation                   a Florida corporation
FED ID#_Pending_______________          FED ID# 59-3285529

___________________________________     _________________________________
By: Ruben R. Rowe, III                  By: Arthur G. Weiss, Vice-President
DATE:_________________________          DATE:____________________________




DEPOSIT RECEIPT AND CONTRACT FOR SALE AND PURCHASE

REGIONAL DEVELOPERS, INC., a Florida corporation, whose principal place of
business is 3343 Peachtree Road, NE, Suite 530, Atlanta, Georgia 30326,
telephone number (404) 240-4108, hereinafter called Seller, and REGIONAL
DEVELOPERS OF THOMASVILLE, INC., a Georgia corporation, of
_________________________________, Thomasville, GA ____ and telephone number
is (850) 894-0018 or assignees, hereinafter called Buyer agree that Seller
shall sell and Buyer shall buy the following property upon the terms and
conditions hereinafter set forth.

          SEE ATTACHED EXHIBIT "A" - (See Attached Legal Description)
                    (Containing approximately 290 total acres )

2.         PURCHASE PRICE:   Buyer and Seller agree that the purchase price
for the site shall be SEVEN HUNDRED THIRTY FIVE THOUSAND SEVENTY FIVE DOLLARS
AND NO CENTS ($735,075.00).

     METHOD OF PAYMENT:
          a) Assumption of Current Debt to
               Commercial Bank of Thomasville               $    570.075.00
          b) Approximate balance to close in form of 31 day
               Promissory Note to Seller                    $    165,000.00
               (Excluding Buyer's expenses subject to prorations)
                    TOTAL PURCHASE PRICE                    $    735,075.00

3.     TIME FOR ACCEPTANCE: If this offer is not executed by Seller and Buyer
prior to June 28, 1999   the deposit shall be returned to Buyer and this offer
shall be null and void.  The date of this contract shall be the date when the
last party has signed this contract and initialed any corrections.

4.     CLOSING AND POSSESSION: This contract shall be closed and the deed
delivered on or before June 30, 1999  unless extended by other provisions of
this contract.  Possession of the property shall be delivered to Buyer at
closing.

5.    EVIDENCE OF TITLE: Seller and Buyer agree that neither party wishes to
have title insurance on the above property and will rely exclusively on the
warranty of the titel given to them, as well as the Affidavit of No-Lien or
Encumbrances to be executed in connection with this contract.  Seller warrants
title to be given free and clear, except from the aforementioned mortgage
given to Commercial Bank of Thomasville, covenants and restriction, and
easements of record.

6.     RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer and Seller agree that the
Buyer is taking this property subject to allexisitng taxes and homeowners dues
(if any) which may be due and not yet paid.  Further, Buyer agrees to take
title subject to any of the following: special assessments and those taxes
accruing hereafter, zoning and other governmental restrictions, plat
restrictions and qualifications, public utility easements, and restrictive
covenants of record.

7.     INSTRUMENTS: Title to real property shall be conveyed by general
warranty deed. Seller represents that it has legal authority and capacity to
convey title to the property with all improvements.  Seller shall furnish to
Buyer a Seller's affidavit that there have been no improvements to subject
property for 90 days preceding date of closing for which a lien could be
filed.

8.     PRORATIONS: All taxes and homeowners association dues from the current
year shall NOT be prorated as of date of closing.  Buyer shall be deemed the
owner of the property on date of closing.

9.     EXPENSES:
     Buyer shall pay for the following:

          a)     recording fees
          b)     any costs associated with loan

     Seller shall pay for the following:
          a)     state documentary stamps on deed


10.     FAILURE OF PERFORMANCE: If Buyer fails to perform this contract within
the time specified (including payments of all deposits), the deposit(s) paid
by Buyer may be retained by or for the account of the Seller as agreed upon
liquidated damages, consideration for the execution of the contract and in full
settlement of any claims; whereupon Buyer and Seller shall be relieved of all
obligations under contract; of Seller, at Seller's option, may proceed in
law or in equity to enforce Seller's rights under this contract.  If, for
any reason other than failure of Seller to make Seller's title marketable
after diligent effort, Seller fails, neglects or refuses to perform this
Contract, the Buyer may seek receive the return of Buyer's deposit(s) and
agreeing to waive any action for damages resulting from Seller's breach.

11.     ATTORNEYS FEES AND COSTS: In connection with any litigation, including
appeals arising out of this contract, the prevailing party shall be entitled
to recover all costs incurred, including reasonable attorney fees.

12.     TYPEWRITTEN, WRITTEN AND OTHER AGREEMENTS: There are no agreements,
promises, or understandings between these parties except as specifically set
forth herein.  No alterations or changes shall be made to the contract
except those in writing initialed and dated by all parties.  Typed or written
provisions inserted in this contract shall control all printed provisions
in conflict.

13.     SPECIAL CLAUSES:

     _____________________________________________________________________

     _____________________________________________________________________

     _____________________________________________________________________


BUYER                                       SELLER
REGIONAL DEVELOPERS OF                      REGIONAL DEVELOPERS, INC.
THOMASVILLE, INC. ,                         a Florida corporation
 a Georgia corporation
FED ID#___________________                  FED ID# 59-3285529

__________________________________          ________________________________
By:____________________________             By:Arthur G. Weiss, Vice-President
DATE:_________________________              DATE:________________________



NEWS RELEASE
FOR IMMEDIATE RELEASE

PROACTIVE TECHNOLOGIES CHANGES BUSINESS DIRECTION

ATLANTA, June 8/PRNewswire/ - Proactive Technologies, Inc. (AMEX:PTE)
announced today that its board of directors has approved changing the
business direction of the Company to focus exclusively on providing private
aviation services over the Internet.

According to the National Business Aviation Association, the private aviation
industry flies over 27 million flight hours per year in the United States,
which is nearly two times the annual total of airline flight hours, and
carries over 145 million passengers per year.  The NBAA estimates


CONTACT:
Judy Gordon, Corproate Secretary
Proactive Technologies, Inc.
3343 Peachtree Road, N.E., Suite 530
Atlanta, GA  30326
(404) 240-4061




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