This Exclusive Right of S

ale Listing Agreem

ent (Agreem

ent) is between

_____________________________________________________________________________________________________ (Seller) and

_______________________________________________________________________________________________________ (Broker).

1.AU

THO

RITY TO

SELL PR

OP

ERTY:Sellergives B

rokerthe EXCLU

SIVE RIG

HT TO

SELL the real and personal property (collectivelyProperty) described below

, at the price and terms described below

, beginning the _____ day of __________________, _______, andterm

inating at 11:59 p.m. the _____ day of _________________, _______ (Term

ination Date). U

pon full execution of a contract for sale andpurchase of the Property, all rights and obligations of this Agreem

ent will autom

atically extend through the date of the actual closing of thesales contract. Sellerand B

rokeracknowledge that this Agreem

ent does not guarantee a sale. This Property will be offered to any person

without regard to race, color, religion, sex, handicap, fam

ilial status, national origin or any other factor protected by federal, state or local law.

Sellercertifies and represents that he/she/it is legally entitled to convey the Property and all improvem

ents. 2. D

ES

CR

IPTIO

N O

F PR

OP

ER

TY:(a)

Real P

roperty Street A

ddress: _______________________________________________________________________________________________________________________________________________________________________________________________Legal D

escription:____________________________________________________________________________________________________________________________________________________________________________

See A

ttachment ________________

(b) Personal P

roperty, including appliances:___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

See A

ttachment _______________

(c) Occupancy: P

roperty is

is not currently occupied by a tenant. If occupied, the lease term expires _______________.

3. PR

ICE

AN

D TE

RM

S:The property is offered for sale on the follow

ing terms, or on other term

s acceptable to Seller:

(a) Price:____________________________

(b) Financing Terms:

Cash

Conventional

VA

FHA

O

ther _______________________________________________

Seller

Financing: Seller

will hold a purchase m

oney mortgage in the am

ount of $____________________________ with the

following term

s: ________________________________________________________________________________________________

Assum

ption of Existing Mortgage: B

uyerm

ay assume existing m

ortgage for $________________________________ plus anassum

ption fee of $_________________________. The mortgage is for a term

of __________ years beginning in ____________, at an interest rate of _____________%

fixed

variable (describe) ______________________________________________________Lender approval of assum

ption is required

is not required unknow

n. Notice to S

eller: You may rem

ain liable for anassum

ed mortgage for a num

ber of years after the Property is sold. C

heck with your lender to determ

ine the extent of your liability.S

ellerw

ill ensure that all mortgage paym

ents and required escrow deposits are current at the tim

e of closing and will convey the

escrow deposit to the buyer at closing.

(c) Seller E

xpenses:Seller

will pay m

ortgage discount or other closing costs not to exceed ____________% of the purchase

price; and any other expenses Seller

agrees to pay in connection with a transaction.

4. BR

OK

ER

OB

LIGATIO

NS

AN

D A

UTH

OR

ITY:Broker

agrees to make diligent and continued efforts to sell the P

roperty until asales contract is pending on the P

roperty. Seller

authorizes Broker

to: (a) A

dvertise the Property as B

rokerdeem

s advisable in newspapers, publications, com

puter networks including the Internet and

other media; place appropriate transaction signs on the P

roperty, including For Sale signs and S

old signs (once Seller

signs asales contract); and use S

ellersnam

e in connection with m

arketing or advertising the Property;

(b)Obtain inform

ation relating to the present mortgage(s) on the P

roperty.(c)P

lace the property in a multiple listing service(s) (M

LS). S

ellerauthorizes B

rokerto report to the M

LS/A

ssociation of Realtors

this listing information and price, term

s and financing information on any resulting sale. S

ellerauthorizes B

roker, the MLS

and/or

Association of R

ealtors

to use, license or sell the active listing and sold data.(d)Provide objective com

parative market analysis inform

ation to potential buyers; and(e)(C

heck if applicable) U

se a lock box system to show

and access the Property. A lock box does not ensure the Propertys security;S

elleris advised to secure or remove valuables. S

elleragrees that the lock box is for Sellers

benefit and releases Broker, persons

working through B

rokerand Brokers

local Realtor B

oard / Association from all liability and responsibility in connection w

ith any loss thatoccurs.

Withhold verbal offers.

Withhold all offers once S

elleraccepts a sales contract for the Property.(f)Act as a single agent of S

eller with consent to transition to transaction broker.

5. SE

LLER

OB

LIGATIO

NS

:In consideration of Brokers

obligations, Seller

agrees to:(a) C

ooperate with B

rokerin carrying out the purpose of this A

greement, including referring im

mediately to B

rokerall inquiries

regarding the Propertys transfer, w

hether by purchase or any other means of transfer.

(b) Provide B

rokerw

ith keys to the Property and m

ake the Property available for B

rokerto show

during reasonable times.

(c)Inform B

rokerprior to leasing, m

ortgaging or otherwise encum

bering the Property.

(d) Indemnify B

rokerand hold B

rokerharm

less from losses, dam

ages, costs and expenses of any nature, including attorneysER

S-11tn R

ev. 10/04 2004 Florida A

ssociation of REA

LTOR

S

All R

ights Reserved

Page 1 of 5

Exclu

sive Righ

t of Sale Listin

g Agreem

ent

FLOR

IDA

AS

SO

CIATIO

N O

F REA

LTOR

S

XY

Z Corporation

The Zoe Retail G

roup

5th M

arch 0

5thM

arch0

1234 XY

Z Street, Jacksonville, FL 32207

100 Acres of undeveloped property zoned C

-2 legally defined as parcel fredk384730348490

$4,500,000.00

fees, and from liability to any person, that Broker incurs because of (1) Sellers negligence, representations, misrepresentations,actions or inactions, (2) the use of a lock box, (3) the existence of undisclosed material facts about the Property, or (4) a court orarbitration decision that a broker who was not compensated in connection with a transaction is entitled to compensation fromBroker. This clause will survive Brokers performance and the transfer of title.(e) To perform any act reasonably necessary to comply with FIRPTA (Internal Revenue Code Section 1445).( f ) Make all legally required disclosures, including all facts that materially affect the Propertys value and are not readily observable or known by the buyer. Seller represents there are no material facts (building code violations, pending code citations,unobservable defects, etc.) other than the following:__________________________________________________________________________________________________________________________________________________________________________________Seller will immediately inform Broker of any material facts that arise after signing this Agreement.(g) Consult appropriate professionals for related legal, tax, property condition, environmental, foreign reporting requirements andother specialized advice.

6. COMPENSATION: Seller will compensate Broker as specified below for procuring a buyer who is ready, willing and able topurchase the Property or any interest in the Property on the terms of this Agreement or on any other terms acceptable to Seller.Seller will pay Broker as follows (plus applicable sales tax):

(a) _____________% of the total purchase price OR $______________________, no later than the date of closing specified in thesales contract. However, closing is not a prerequisite for Brokers fee being earned.(b) _____________ ($ or %) of the consideration paid for an option, at the time an option is created. If the option is exercised, Seller will pay Broker the paragraph 6(a) fee, less the amount Broker received under this subparagraph.(c) ______________ ($ or %) of gross lease value as a leasing fee, on the date Seller enters into a lease or agreement to lease,whichever is soonest. This fee is not due if the Property is or becomes the subject of a contract granting an exclusive right tolease the Property.(d) Brokers fee is due in the following circumstances: (1) If any interest in the Property is transferred, whether by sale, lease, exchange,governmental action, bankruptcy or any other means of transfer, regardless of whether the buyer is secured by Broker, Seller or anyother person. (2) If Seller refuses or fails to sign an offer at the price and terms stated in this Agreement, defaults on an executed salescontract or agrees with a buyer to cancel an executed sales contract. (3) If, within ______ days after Termination Date (ProtectionPeriod), Seller transfers or contracts to transfer the Property or any interest in the Property to any prospects with whom Seller,Broker or any real estate licensee communicated regarding the Property prior to Termination Date. However, no fee will be due Brokerif the Property is relisted after Termination Date and sold through another broker. (e) Retained Deposits: As consideration for Brokers services, Broker is entitled to receive _______% of all deposits that Sellerretains as liquidated damages for a buyers default in a transaction, not to exceed the paragraph 6(a) fee.

7. COOPERATION AND COMPENSATION WITH OTHER BROKERS: Brokers office policy is to cooperate with all other brokersexcept when not in Sellers best interest: and to offer compensation in the amount of _____________% of the purchase price or$_____________ to Buyers agents, who represent the interest of the buyers, and not the interest of Seller in a transaction; andto offer compensation in the amount of _____________% of the purchase price or $_____________ to a broker who has nobrokerage relationship with the Buyer or Seller; and to offer compensation in the amount of ____________% of the purchaseprice or $_____________ to Transaction brokers for the Buyer; None of the above (if this is checked, the Property cannot beplaced in the MLS.)

8. BROKERAGE RELATIONSHIP: IMPORTANT NOTICE

FLORIDA LAW REQUIRES THAT REAL ESTATE LICENSEES PROVIDE THIS NOTICE TO POTENTIAL SELLERS ANDBUYERS OF REAL ESTATE.

You should not assume that any real estate broker or sales associate represents you unless you agree to engage a real estatelicensee in an authorized brokerage relationship, either as a single agent or as a transaction broker. You are advised not to discloseany information you want to be held in confidence until you make a decision on representation.

SINGLE AGENT NOTICE

FLORIDA LAW REQUIRES THAT REAL ESTATE LICENSEES OPERATING AS SINGLE AGENTS DISCLOSE TO BUYERS ANDSELLERS THEIR DUTIES.

As a single agent, _________________________________________________________________________________________ and itsassociates owe to you the following duties:

1. Dealing honestly and fairly; 2. Loyalty; 3. Confidentiality;

ERS-11tn Rev. 10/04 2004 Florida Association of REALTORS All Rights Reserved Page 2 of 5

n/a

6 270,000.00

Mark Jackson

4. Obedience; 5. Full disclosure; 6. Accounting for all funds; 7. Skill, care, and diligence in the transaction;8. Presenting all offers and counteroffers in a timely manner, unless a party has previously directed the licensee otherwise in writing; and9. Disclosing all known facts that materially affect the value of residential real property and are not readily observable.

__________________________ _________________________________Date Signature

CONSENT TO TRANSITION TO TRANSACTION BROKER

FLORIDA LAW ALLOWS REAL ESTATE LICENSEES WHO REPRESENT A BUYER OR SELLER AS A SINGLE AGENT TOCHANGE FROM A SINGLE AGENT RELATIONSHIP TO A TRANSACTION BROKERAGE RELATIONSHIP IN ORDER FORTHE LICENSEE TO ASSIST BOTH PARTIES IN A REAL ESTATE TRANSACTION BY PROVIDING A LIMITED FORM OFREPRESENTATION TO BOTH THE BUYER AND THE SELLER. THIS CHANGE IN RELATIONSHIP CANNOT OCCURWITHOUT YOUR PRIOR WRITTEN CONSENT.

As a transaction broker, _____________________________________________________________________________________ and itsassociates, provides to you a limited form of representation that includes the following duties:

1. Dealing honestly and fairly; 2. Accounting for all funds; 3. Using skill, care, and diligence in the transaction; 4. Disclosing all known facts that materially affect the value of residential real property and are not readily observable to the buyer; 5. Presenting all offers and counteroffers in a timely manner, unless a party has previously directed the licensee otherwise in writing;6. Limited confidentiality, unless waived in writing by a party. This limited confidentiality will prevent disclosure that the seller willaccept a price less than the asking or listed price, that the buyer will pay a price greater than the price submitted in a written offer,of the motivation of any party for selling or buying property, that a seller or buyer will agree to financing terms other than thoseoffered, or of any other information requested by a party to remain confidential; and 7. Any additional duties that are entered into by this or by separate written agreement.

Limited representation means that a buyer or seller is not responsible for the acts of the licensee. Additionally, parties are giving up their rightsto the undivided loyalty of the licensee. This aspect of limited representation allows a licensee to facilitate a real estate transaction by assistingboth the buyer and the seller, but a licensee will not work to represent one party to the detriment of the other party when acting as atransaction broker to both parties.

____________________I agree that my agent may assume the role and duties of a transaction broker. (must be initialed or signed)

__________________________ _________________________________ __________________________________Date Signature Signature

IMPORTANT NOTICE

FLORIDA LAW REQUIRES THAT REAL ESTATE LICENSEES PROVIDE THIS NOTICE TO POTENTIAL SELLERS ANDBUYERS OF REAL ESTATE.

You should not assume that any real estate broker or sales associate represents you unless you agree to engage a real estatelicensee in an authorized brokerage relationship, either as a single agent or as a transaction broker. You are advised not to discloseany information you want to be held in confidence until you make a decision on representation.

TRANSACTION BROKER NOTICE

FLORIDA LAW REQUIRES THAT REAL ESTATE LICENSEES OPERATING AS TRANSACTION BROKERS DISCLOSE TOBUYERS AND SELLERS THEIR ROLE AND DUTIES IN PROVIDING A LIMITED FORM OF REPRESENTATION.As a transaction broker, _____________________________________________________________________________________ and itsassociates, provides to you a limited form of representation that includes the following duties:

1. Dealing honestly and fairly; 2. Accounting for all funds; 3. Using skill, care, and diligence in the transaction; 4. Disclosing all known facts that materially affect the value of residential real property and are not readily observable to the buyer;

ERS-11tn Rev. 10/04 2004 Florida Association of REALTORS All Rights Reserved Page 3 of 5

Zoe Retail Group

Zoe Retail Group

5. Presenting all offers and counteroffers in a timely manner, unless a party has previously directed the licensee otherwise in writing;6. Limited confidentiality, unless waived in writing by a party. This limited confidentiality will prevent disclosure that the seller willaccept a price less than the asking or listed price, that the buyer will pay a price greater than the price submitted in a written offer,of the motivation of any party for selling or buying property, that a seller or buyer will agree to financing terms other than thoseoffered, or of any other information requested by a party to remain confidential; and 7. Any additional duties that are entered into by this or by separate written agreement.

Limited representation means that a buyer or seller is not responsible for the acts of the licensee. Additionally, parties are giving up their rightsto the undivided loyalty of the licensee. This aspect of limited representation allows a licensee to facilitate a real estate transaction by assistingboth the buyer and the seller, but a licensee will not work to represent one party to the detriment of the other party when acting as atransaction broker to both parties.

__________________________ _________________________________ __________________________________Date Signature Signature

9. CONDITIONAL TERMINATION: At Sellers request, Broker may agree to conditionally terminate this Agreement. If Brokeragrees to conditional termination, Seller must sign a withdrawal agreement, reimburse Broker for all direct expenses incurred inmarketing the Property and pay a cancellation fee of $_______________ plus applicable sales tax. Broker may void the conditionaltermination and Seller will pay the fee stated in paragraph 6(a) less the cancellation fee if Seller transfers or contracts to transfer theProperty or any interest in the Property during the time period from the date of conditional termination to Termination Date andProtection Period, if applicable. 10. DISPUTE RESOLUTION: This Agreement will be construed under Florida law. All controversies, claims and other matters inquestion between the parties arising out of or relating to this Agreement or the breach thereof will be settled by first attemptingmediation under the rules of the American Arbitration Association or other mediator agreed upon by the parties. If litigation arises outof this Agreement, the prevailing party will be entitled to recover reasonable attorneys fees and costs, unless the parties agree thatdisputes will be settled by arbitration as follows: Arbitration: By initialing in the space provided, Seller (_____) (_____), ListingAssociate (_____) and Listing Broker (_____) agree that disputes not resolved by mediation will be settled by neutral bindingarbitration in the county in which the Property is located in accordance with the rules of the American Arbitration Association or otherarbitrator agreed upon by the parties. Each party to any arbitration or litigation (including appeals and interpleaders) will pay its ownfees, costs and expenses, including attorneys fees, and will equally split the arbitrators fees and administrative fees of arbitration.11. MISCELLANEOUS: This Agreement is binding on Brokers and Sellers heirs, personal representatives, administrators,successors and assigns. Broker may assign this Agreement to another listing office. Signatures, initials and modificationscommunicated by facsimile will be considered as originals. The term buyer as used in this Agreement includes buyers, tenants,exchangors, optionees and other categories of potential or actual transferees. 12. ADDITIONAL TERMS: _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

ERS-11tn Rev. 10/04 2004 Florida Association of REALTORS All Rights Reserved Page 4 of 5

10,000.00

Seller agrees to additionally compensate listing agent with 400 camels at closin

Date: ________________ Seller: ______________________________ Tax ID No: __ __ __ - __ __ - __ __ __ __

Telephone #s: Home__________________ Work__________________ Cell__________________ Fax:__________________

Address: __________________________________________________________________________E-mail: _______________________

Date: ________________ Seller: ______________________________ Tax ID No: __ __ __ - __ __ - __ __ __ __

Telephone #s: Home__________________ Work__________________ Cell__________________ Fax:__________________

Address: __________________________________________________________________________E-mail: _______________________

Date: _______________ Authorized Listing Associate or Broker: ___________________________________________________

Brokerage Firm Name: _________________________________________________________ Telephone: _________________________

Address: ________________________________________________________________________________________________________

The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms.

Copy returned to Seller on the _____ day of ________________, _______ by: personal delivery mail facsimile.

ERS-11tn Rev. 10/04 2004 Florida Association of REALTORS All Rights Reserved Page 5 of 5

9047700070 9047700071 9047700072 9047700073

9876 ABC Drive mark@zoertail.com

9048675309 9048675309 9048675309 9048675309

123 XYZ Street Concern@ XYZ.com

Zoe Retail Group 9047700070

67589 MNLOP St.

5th March 0