EXHIBIT 10.22

                 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT


         THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT, entered into as
of the 23rd day of April, 2002, by and between RONALD A. POTTS, an individual
and resident of the State of Florida ("Purchaser"), and CHARLES B. HICKS, an
individual and resident of the State of Tennessee ("Seller").

                              W I T N E S S E T H:

         WHEREAS, the Seller and Purchaser previously entered into that certain
Purchase and Sale Agreement for the purchase of certain real property located in
Sevier County, Tennessee, dated April 16, 2002, as amended by that certain
Amendment to Purchase and Sale Agreements dated April 16, 2002 (as amended, the
"Purchase Agreement"); and

         WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement as
set forth hereinbelow:

         NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00), the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

         1.       Defined Terms. All capitalized terms used herein shall have
the same meaning as in the Purchase Agreement, unless otherwise expressly set
forth herein.

         2.       Purchase Price. The Purchase Agreement is hereby amended by
deleting Section 3 in its entirety and replacing it with the following:

In consideration for the Property, Purchaser shall pay Seller the sum of One
Million Eight Hundred Thousand and 00/100 Dollars ($1,800,000.00) at the Closing
as follows: (a) Purchaser shall assume One Million Eight Hundred Thousand and
00/100 Dollars ($1,800,000.00) in debt that is secured by the Property and owed
by Seller.

         3.       Conveyance. Section 14(b) of the Purchase Agreement is hereby
amended by adding the following language as Section 14(b)(xiii): "Consent of
Seller's lender to the assumption of the indebtedness on the Property by
Purchaser, in such form as is reasonably acceptable to Purchaser."

         4.       No Further Modification. 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.




         5.       Execution Counterparts. This Agreement may be executed in
multiple counterparts and by facsimile signature to be followed by original
signature, each of which shall be deemed an original and all such counterparts
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed under seal, to be effective as of the date and year first above
written.


                                        SELLER:


                                        CHARLES B. HICKS

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


                                        PURCHASER:

                                        RONALD A. POTTS

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