EXHIBIT 10.4


                    AMENDMENT TO PURCHASE AND SALE AGREEMENTS


         THIS AMENDMENT TO PURCHASE AND SALE AGREEMENTS, entered into as of the
16th 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 those certain
Purchase and Sale Agreements for the purchase of certain real property located
in Sauk County, Wisconsin, along Tennessee Highway 66, in Sevier County,
Tennessee, along Mount Road, in Sevier County, Tennessee, along U.S. Interstate
75, in Knox County, Tennessee, and in McMinn County, Tennessee, dated of even
date herewith (the "Purchase Agreements"); 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 Agreements, unless otherwise expressly set
forth herein.

         2.       Closing Costs. The Purchase Agreements are hereby amended by
providing that all closing costs, including, without limitation, inspections of
the Property, title examinations, surveys, transfer taxes, delinquent real
property taxes, recording fees and attorneys' fees shall be paid solely by
Purchaser.

         3.       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.

         4.       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.



                         [Signatures on Following Page]



         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed under seal by their respective duly authorized representatives on
the dates indicated below, 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)