EXHIBIT 10.19

                    SECOND AMENDMENT TO REAL ESTATE SALE AND
                               PURCHASE AGREEMENT


         THIS SECOND AMENDMENT TO REAL ESTATE SALE AND PURCHASE AGREEMENT (this
"Amendment") is made as of the 24th day of June, 2002, by and between CHARLES
B. HICKS, an individual and resident of the State of Tennessee (hereinafter
referred to as the "Seller"), and RONALD A. POTTS, an individual and resident of
the State of Florida (hereinafter referred to as "Purchaser").

                      W I T N E S S E T H   T H A T:

         WHEREAS, Purchaser and Seller are parties to that certain Real Estate
Purchase and Sale Agreement dated April 16, 2002, as amended by that certain
Amendment to Purchase and Sale Agreements dated April 16, 2002 (as amended, the
"Agreement"), with respect to certain real property located in Knox County,
Tennessee, as more particularly described in the Agreement; and

         WHEREAS, Purchaser and Seller desire to further modify and amend the
Agreement in certain respects;

         NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Sellers hereby agree as follows:

         1.       Defined Terms. All terms used in this Amendment with an
initial capital letter which are not otherwise defined herein shall have the
meanings given to such terms in the Agreement.

         2.       Purchase Price. From and after the date hereof, the Agreement
is hereby amended by deleting Section 3 in its entirety and inserting the
following in lieu thereof: "In consideration for the Property, Purchaser shall
pay to Seller the sum of One Million Four Hundred Thousand and No/100 Dollars
($1,400,000.00) as follows: at Closing, Purchaser shall (i) pay to Seller Fifty
Thousand and No/100 Dollars ($50,000.00) in immediately available funds, and
(ii) assume the existing indebtedness with respect to the Property in the amount
of One Million Three Hundred Fifty-Thousand and No/100 Dollars ($1,350,000.00)."

         3.       Ratification. Except as expressly modified hereby, the
Agreement shall remain unamended and in full force and effect and is hereby
ratified and confirmed by the parties hereto.

         4.       Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall constitute an original and all of which taken
together shall constitute one and the same instrument.



                      [SIGNATURES APPEAR ON FOLLOWING PAGE]







        IN WITNESS WHEREOF, Purchaser and Seller have entered into this
Amendment as of the day and year first above written.


                                           PURCHASER:


                                           /s/ Ronald A. Potts            (SEAL)
                                           ------------------------------
                                           RONALD A. POTTS

Date of Execution:


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                                           SELLER:


                                          /s/ Charles B. Hicks            (SEAL)
                                          ------------------------------
                                          CHARLES B. HICKS

Date of Execution:


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