Columbus, Georgia

STATE OF GEORGIA,



COUNTY OF FULTON.





PURCHASE OPTION



THE UNDERSIGNED, COLUMBUS CONSOLIDATED GOVERNMENT, whose address is P.

O. Box 1340, Columbus, Georgia 31902-1340, referred to herein as "Seller", in

consideration of the sum of ONE AND NO/100 DOLLAR ($1.00), AND OTHER VALUABLE

CONSIDERATION, receipt whereof is hereby acknowledged, hereby gives and grants

to the STATE OF GEORGIA, whose agent for the purpose of this option is the

Department of Natural Resources, 205 Butler Street, S. E., Suite 1252, Atlanta,

Georgia 30334, referred to herein as "Buyer", the exclusive option (the

?Option?) to purchase approximately 115 acres of real property for Five

Thousand and No/100 Dollars ($5,000.00) per acre (the exact acreage to be

purchased, as determined in the manner agreed upon in Paragraph 15(b) hereof,

multiplied by the herein identified price per acre shall be the ?Purchase

Price?), with the exact acreage to be set forth in a plat to be prepared at

Buyer?s request, the property more particularly identified as ?Subject

Property? on the map marked EXHIBIT "A", attached hereto and by reference

incorporated into this Agreement, together with all the improvements, tenements

and appurtenances thereunto belonging or in any wise appertaining, including

the right of ingress and egress thereto and therefrom at all times and any

improvements located thereon and used in connection therewith, all referred to

herein as "Premises";

1.

TERM

The term of the Option shall commence on the date hereof and shall

remain open for exercise by Buyer until midnight ninety (90) days from the date

hereof. Buyer may exercise the Option by giving written notice to Seller.

Seller acknowledges that, pursuant to O.C.G.A. ?50-16-38, the exercise of the

Option must be first approved by the State Properties Commission or its

successor. In the event the Option is exercised, the terms and conditions

hereinafter set forth shall be deemed the contract of purchase and sale of said

Premises at the Purchase Price above specified.



2.

SELLER'S WARRANTIES AND REPRESENTATIONS



To induce Buyer to exercise the Option to purchase the Premises, Seller

warrants that Seller holds or will hold good, marketable (as determined by the

State Bar of Georgia title standards) and insurable fee simple title to the

Premises free and clear of all title defects except those expressly waived in

writing by Buyer.

3.

ENTRY UPON PREMISES

After acquisition of the said Premises, Seller shall give to Buyer and

its representatives the right to enter upon the Premises, without interference

from any sources whatsoever, at any time for the purpose of making appraisals,

soil tests, borings, surveys, environmental assessments and for similar

purposes. Buyer and its officers, agents and employees are covered by the

Georgia Tort Claims Act, O.C.G.A. ? ? 50-21-20, et seq., and Buyer's liability

shall be determined in accordance with and be limited to the extent of the Act.



4.

EXAMINATION OF TITLE

Before and/or after the exercise of the Option, Buyer may examine the

title to the Premises, obtain a commitment for title insurance from an ALTA

title insurer, and determine whether Seller is vested with marketable and

insurable fee simple title with the right to convey the same free and clear of

any and all liens, encumbrances, charges, reservations, limitations, easements,

rights-of-way, uses, encroachments, restrictive covenants, special assessments,

exceptions and other objections, any of which shall be deemed to constitute a

defect in the title. Buyer shall transmit to Seller written notice, specifying

in detail any such defects in the title. Seller agrees to exercise good faith

and due diligence to correct any such defects within thirty (30) days after

notice thereof, unless the time therefore shall be extended by Buyer by notice

in writing to Seller. If Seller shall not correct such defects within such time

period, and Buyer elects not to waive such defects by notice in writing to

Seller, Buyer shall have the option of reducing the Premises to be acquired by

resurveying and excepting such portion or portions affected by the title

defect, or the option of terminating this Agreement by giving written notice of

its election to do so. Nothing herein contained shall be construed to require

Buyer to accept other than good, marketable and insurable fee simple title free

and clear of all of the above enumerated title defects and any matters found

objectionable by Buyer which adversely affect Buyer?s intended use of the

Premises.

5.

ENVIRONMENTAL RISKS

Buyer shall have the right to conduct, at its own cost and expense,

such environmental assessments as Buyer determines necessary to identify the

actual or potential existence of any hazardous or toxic substances or wastes,

or any other sources of environmental risk on the Premises (hereinafter

collectively called ?environmental liability?). Seller hereby authorizes Buyer,

its agents and contractors, to enter the Premises for the purpose of conducting

said environmental assessments and agrees to provide Buyer with all information

in Seller?s possession, and all information within Seller?s knowledge, based

upon reasonable inquiry, concerning any and all prior uses of the Premises. If,

based upon information obtained from any assessment or any other information

available, Buyer determines, within Buyer?s sole discretion, that Buyer is not

willing to expose Buyer to the risk of the actual or potential environmental

liability, Buyer shall have the option of:



a) Terminating, without liability, this Agreement prior to closing by giving

written notice to Seller of Buyer?s election to terminate to Seller; or



b) Closing on such Premises, all in accordance herewith and pursuant hereto.

6.

CONVEYANCE; COSTS

Upon delivery by Seller to Buyer of a General Warranty Deed, in a form

satisfactory to Buyer, free and clear of all of the title defects enumerated in

Paragraph 4 and all survey objections not waived by Buyer with a release of

dower, homestead and all statutory rights naming the STATE OF GEORGIA as

grantee of good, marketable and insurable fee simple title to the Premises,

Buyer shall pay to Seller the Purchase Price. Payment of the Purchase Price

may be made by Buyer in cash or cash equivalent (check drawn on Buyer?s

account, check drawn on the Closing Attorney?s trust account, or bank wire

transfer), in the amount of the Purchase Price, and if there be more than one

Seller, tender to one shall constitute tender to all. The survey from which the

deed will be drawn will, in its final form, be prepared by a Georgia Registered

Land Surveyor, which plat or copy shall be furnished free of expense to Seller.

The survey shall be recorded and referenced in the deed. Buyer shall

reimburse Seller for all verifiable and reasonable out-of-pocket expenses

incurred by Seller in the acquisition of such Premises, to include, but not be

limited to, the legal expenses and court costs attendant to the condemnation of

such Premises and the condemnation award which shall constitute the final

Purchase Price for the Premises. Buyer shall also be responsible for any and

all closing costs, of whatsoever kind and nature, with respect to this Option

and its acquisition of such Premises.



7.

TAXES AND ASSESSMENTS

All unpaid ad valorem taxes and assessments for the year of closing

which, at closing, are or may become liens on the Premises will be prorated as

of the date of closing and Seller's share thereof shall be deducted from the

Purchase Price. If at closing, the Premises, or any part thereof, shall be or

shall have been affected by an assessment or assessments which are or may

become payable in installments, of which the first installment is then a charge

or lien, or has been paid, then for the purposes of the contract formed by

Buyer's exercise of the Option all the unpaid installments of any such

assessment, including those which are to become due and payable and to be after

delivery of said Deed, shall be deemed to be due and payable and to be liens on

the Premises affected thereby and shall be prorated as set out above. If the

amount of such taxes, assessments and charges are not ascertainable for the

year in which closing occurs, Seller agrees to deposit with an escrow agent

designated by Buyer, a sum sufficient to cover Sellers' prorata share of the

same. When the amount of such taxes, assessments and charges become

ascertainable, it shall be the duty of the escrow agent to pay the same, to

secure receipt therefor and furnish the same to Buyer with copy to Seller.

Escrow agent shall refund to Seller without interest or premium, that portion,

if any, of the sum deposited by Seller with escrow agent which is in excess of

Seller's prorata share of such taxes, assessments, and charges. If such sum

proves to be insufficient, Seller shall immediately pay the deficiency. All

escrow agreement preparation charges and all escrow agents' service fees, if

any arise, shall be shared equally by Buyer and Seller.

8.

CONDITION OF PREMISES - RISK OF LOSS

Seller warrants that on closing, the improvements, if any, on the

Premises will be in the same condition as they are on the date hereof, normal

wear and tear excepted. The risk of damage or destruction of the Premises by

fire or other casualty is hereby expressly assumed by Seller, except that Buyer

assumes risk of damage or destruction if such damage or destruction is a result

of the sole negligence of Buyer or Buyer's officers, employees or servants who

may be on the Premises in exercise of Buyer's right to inspect. Should the

Premises be damaged or destroyed prior to delivery of the Deed, then at the

election of Buyer:



a) The contract formed by Buyer's exercise of the Option may be terminated; or



b) Buyer may elect to consummate the contract and receive such insurance as is

paid on the claim of loss.



Such election shall be exercised by Buyer's giving notice to Seller

thereof within thirty (30) days after the date on which the Seller provides

notice to Buyer of the amount of damage and the amount of any insurance

proceeds due therefrom.

9.

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10.

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11.

BROKERAGE FEES, ETC.



Each party hereto represents to the other party hereto that they have

not engaged any broker or agent in connection with this Agreement, and each

party hereby agrees to indemnify 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.



12.

TERMINATION

If, pursuant to any provision in this Agreement, Buyer shall have

exercised the right to terminate the contract formed by its exercise of the

Option, Buyer shall be relieved of all liability hereunder, other than any

liability by reason of Buyer's entry onto the Premises to the extent of and

pursuant to the Georgia Tort Claims Act, which liability shall survive the

termination of this Agreement. In addition to the rights of termination

hereinabove granted to Buyer, Buyer shall have the right to terminate such

contract and recover its costs incurred (including but not limited to surveys,

appraisals, environmental assessments, soil tests, borings and reasonable

attorneys' fees) upon the happening of any event as follows:



a) If Seller's representations herein above set forth shall prove to be untrue

or incorrect in whole or in part; or



b) If Seller shall breach any of Seller's warranties herein contained.



13.

CLOSING - DELIVERY OF POSSESSION

Closing shall be held at a time and place designated by Buyer and occur

within a period of ninety (90) days after service of notice of Buyer's election

to exercise the Option, unless such period for good cause is extended by notice

in writing by Buyer. Possession of the Premises, free and clear of rights of

the Seller and any tenants or others not a party to this contract, shall be

delivered unto Buyer at closing.



14.

NOTICES

All notices to be given hereunder, except for those made pursuant to

Section 4 hereof, shall be in writing and given by depositing the notice in the

United States Registered or Certified Mail, postage prepaid, in an envelope

addressed to the party to be notified at such party's address as herein set

forth; and the day upon which such notice is so mailed shall be treated as the

date of service.

Copies of all notices to the State shall be mailed to:



Department of Natural Resources

Real Estate Unit

ATTN: Chief of Real Estate

7 Martin Luther King, Jr., Dr., S.W., Suite 146

Atlanta, Georgia 30334



Copies of all notices to the City shall be mailed to:



Columbus, Georgia

Real Estate Division

ATTN: Lynnette Gross

P.O. Box 1340

Columbus, Georgia 31902





15.

SPECIAL STIPULATIONS

Insofar as any of the following special stipulations conflict with any

of the foregoing provisions, terms and conditions, these special stipulations

shall control:



The exact acreage of the Premises shall be determined by a survey, in its final

form, as provided for in Paragraph 6 above, the expense of which is to be

borne by the Buyer; the acreage shown by said survey shall be used to determine

the Purchase Price.



16.

CONTINUITY

All of the terms, conditions, provisions and special stipulations

contained in this instrument shall be binding upon and inure to the benefits of

the parties hereto, their respective heirs, personal representatives,

successors and assigns.



17.

CONFLICT OF INTEREST

The parties to this Agreement certify that the provisions of law

contained in the Act prohibiting full-time appointive officials and employees

of the State from engaging in certain transactions affecting the State,

codified under O.C.G.A. ? ? 45-10-20, et seq., have not and will not be

violated in any respect in regard to this Agreement.



18.

TIME OF THE ESSENCE

All time limits stated herein are of the essence of this Agreement.



19.

SEVERABILITY

If any one or more of the provisions contained herein will for any

reason be held by any court of competent jurisdiction to be invalid, illegal or

unenforceable in any respect, such invalidity, illegality or unenforceability

will not affect any other provision hereof, and this Agreement will be

construed as if such invalid, illegal or unenforceable provision had never been

contained herein.



20.

SURVIVAL

All provisions of this Agreement will survive the closing and will not

be merged into the documents executed and delivered by the parties at the

closing.

21.

GEORGIA AGREEMENT

This Agreement will be governed, construed, performed, and enforced in

accordance with the laws of the State of Georgia.

22.

ENTIRE AGREEMENT

This Agreement supersedes all prior negotiations, discussion,

statements and agreements among Buyer and Seller and constitutes the full,

complete and entire agreement between them with respect hereto; no member,

officer, employee or agent of Buyer or Seller has authority to make, or has

made, any statement, oral or written, in connection herewith, amending,

supplementing, modifying, adding to, deleting from, or changing the terms and

conditions of this Agreement. No modification of or amendment to this Agreement

will be binding unless such modification or amendment is signed by all parties

to the Agreement.





(REST OF PAGE INTENTIONALLY LEFT BLANK)





In Witness Whereof, Seller has caused this instrument to be executed

this ____ day of ____________________, 2002.



Signed and sealed COLUMBUS, GEORGIA

in our presence:

By:______________________________________

Bobby G. Peters, Mayor, under Authority of

_______________________ Resolution No. _______________, dated

Unofficial Witness ________________________



Attest:______________________________________

_______________________ Tiny B. Washington, Clerk of Council

Notary Public

(SEAL OF CITY/COUNTY)

My Commission Expires:



____________________

(Notary Seal Affixed Here)



GEORGIA DEPARTMENT OF NATURAL

RESOURCES

Signed and sealed

in our presence:

By:______________________________________



_______________________ Its: ___________________________________

Unofficial Witness

Attest:______________________________________

_______________________

Notary Public Its:___________________________________

(SEAL OF DEPARTMENT)

My Commission Expires:



_____________________

(Notary Seal Affixed Here)