PATRIOT TRANSPORTATION HOLDING INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>mulepen.txt
<TEXT>
                                              Exhibit (10)(k)

                   PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT (this "Agreement") made  as
of  the  Effective Date (as hereinafter defined), by and  between
FLORIDA ROCK PROPERTIES, INC., a Florida corporation, the address
of  which for notices hereunder is P. O. Box 45243, Jacksonville,
Florida  32232  ("Seller")  and MULE PEN  QUARRY  CORPORATION,  a
Delaware  corporation, the address of which for notices hereunder
is P. O. Box 4667, Jacksonville, Florida 32201-4667 ("Buyer").

                      W I T N E S S E T H:

     WHEREAS,  Seller  is  the  owner of  certain  real  property
located  in  Suwannee  and Columbia Counties,  Florida,  as  more
particularly  described on Exhibit A attached hereto,  consisting
of approximately 6,320 acres of land (the "Land").

     WHEREAS,  Seller desires to sell to Buyer and Buyer  desires
to purchase from Seller all of Seller's right, title and interest
in  and  to  said  Land, together with all of  Seller's  Personal
Property  (as hereinafter defined), Improvements (as  hereinafter
defined),  buildings, appurtenant easements for  ingress,  egress
and  utilities,  licenses,  privileges  and  other  appurtenances
thereon,   as   hereinafter  more  particularly   described   (as
hereinafter defined).

     NOW,  THEREFORE, in consideration of the sum of Ten  Dollars
($10.00)  and other good and valuable consideration  the  receipt
and  sufficiency of which is hereby acknowledged by  Seller,  and
the respective undertakings of the parties hereinafter set forth,
the undersigned agree as follows:

     1.   DEFINITIONS.  In addition to any other terms defined by
this Agreement, each of the following defined terms, when used in
this Agreement with an initial capital letter or initial capital
letters, shall have the meaning ascribed by this Article 1:

          1.1  "Agreement" means this Purchase and Sale Agreement
between Seller and Buyer concerning the purchase and sale of the
real property described on Exhibit A attached hereto.

	  1.2  "Closing" means the consummation of the purchase
and sale contemplated by this Agreement.

          1.3  Intentionally Deleted.

          1.4  "Effective Date" means when this Agreement is fully
executed,  the  last  date  of  execution  by  a  party  to  this
Agreement,  the  date of each party's execution being  set  forth
after each party's signature below.

          1.5  Intentionally Deleted.

          1.6  Intentionally Deleted.

          1.7  "Improvements" means any improvements located on the
land described on Exhibit A.

<PAGE>

          1.8  "Land" means that certain tract or parcel of real
property located   in   Suwannee  and  Columbia  Counties,  Florida,
and containing  approximately 6,320 acres in the aggregate,  as
more particularly described in Exhibit A attached hereto and  by
this reference  made  a  part hereof, together with all of Seller's
right,  title  and interest in and to all appurtenances,  rights,
easements, tenements, and hereditaments incident thereto.

          1.9  "Personal Property" shall mean all tangible and
intangible personal property owned by the Seller and used or useful
in  the ownership and operation of the Real Property, including
but not be limited to all (a) tangible  personal property used in
connection  with the ownership or operation of the  Improvements,
provided  the same are now owned or are acquired by Seller  prior
to the Closing, (b) appliances, communication, plumbing, heating,
air-conditioning,  lighting, equipment,  furniture  and  fixtures
located in or on the Improvements, (c) livestock and animals, and
(d) all  licenses,  permits, easements, development  rights  and
approvals, petroleum and mineral interests and royalties, air and
water rights, construction and product warranties, contracts  and
materials, and all other intangibles owned or used by or for  the
benefit of Seller in connection with the Property.

          1.10 "Property" means the Real Property.

          1.11 "Real Property" means collectively, the Land, Personal
Property and the Improvements.

     2.   SALE AND PURCHASE OF PROPERTY.

     On  the  terms and conditions hereinafter set forth,  Seller
shall  sell  the Property to Buyer and Buyer shall  purchase  the
Property from Seller.

     3.   PURCHASE PRICE.

          3.1  Purchase Price.  The purchase price for the Property
shall be $13,000,000.00 (the "Purchase Price").  The Purchase Price,
as adjusted   for  credits  provided  herein  and  to  reflect any
prorations  and other adjustments provided for herein,  shall  be
paid by Buyer to Seller at the Closing.

          3.2  Condition.  Seller agrees to deliver the Property
in its PRESENT "AS IS" CONDITION with no representations or
warranties on  the part of Seller except as otherwise specifically
set forth in  this  Agreement.  Buyer will have the opportunity to
inspect the Property and HAS NOT RELIED UPON ANY REPRESENTATIONS MADE
BY Seller in describing the Property, and Buyer accepts the Property
in its  PRESENT, AS IS CONDITION.  Buyer acknowledges and agrees
that  Buyer  has  caused  its  engineers,  surveyors,  and  other
professionals  as may be deemed necessary in Buyer's  opinion  to
investigate  the Property before making its decision to  purchase
the Property.

     4.   INTENTIONALLY DELETED.

     5.   CLOSING.

          5.1  Time and Place of Closing.  If the conditions
precedent to Closing  as  set  forth herein have been fulfilled, the
Closing shall  occur  on  a mutually agreeable date; but not later
than

<PAGE>

March  29,  2004,  (the  "Closing  Date")  at  such  location in
Jacksonville, Florida as is agreed upon by Buyer and Seller.

          5.2  Deliveries at Closing.  At the Closing, the following
items are to be delivered:

               5.2.1     Items to be Delivered by Seller.  Seller
shall deliver to Buyer:

	                 5.2.1.1   Deed.  A duly executed, witnessed
and notarized Special Warranty  Deed  ("Deed")  in favor of Buyer
conveying  the Real Property,  free and clear of liens, encumbrances
or  other  title matters created or arising during Seller's ownership
of the  Real Property  (and  not caused as a result of an act or
omission of Buyer).

                         5.2.1.2   Bill of Sale.  A Bill of Sale dated
as of the Closing Date for the Personal Property.

                         5.2.1.3   Seller's Affidavit.  An affidavit
dated as of the Closing  Date, addressed to Buyer and Buyer's title
insurer, if any, duly executed on behalf of Seller by a duly authorized
officer  of Seller, sufficient to any title insurance underwriter
issuing   the  title  commitment  to  delete  the  standard   gap
exception,  and the standard exceptions for parties in possession
and mechanics' liens.

                         5.2.1.4   Certificate of Non-Foreign Status.
A certificate dated as of the Closing Date, addressed to Buyer, duly
executed by Seller, stating that Seller is not (i) a "foreign person"
as such term is defined in Section 1445(f) of the Internal Revenue Code;
or (ii) a "disregarded entity" as such term is defined in Section
1.1445-2(b)(2)(iii) of the Income Tax Regulations.

                         5.2.1.5   Evidence of Authority.  Evidence
that Seller has the requisite power and authority to execute, deliver
and perform under this Agreement and all closing documents to be signed
by Seller.  Additionally, Seller shall provide evidence of authority
and good standing of Seller, including a certified copy (in
recordable form) of a corporate resolution of Seller authorizing
the person signing the Deed to do so.

               5.2.2     Items to be Delivered by Buyer.  Buyer shall
deliver to Seller  the net Purchase Price in the amount at the time
and  in the  manner  specified  in Article 3 on the  Closing  Date
(less credit  for the Earnest Money and other credits provided  herein,
and adjusted for any prorations as provided herein).

               5.2.3     Items to be Jointly Delivered by Seller and
Buyer. Buyer and Seller shall jointly deliver to one another at Closing
a Closing Statement, duly executed by Seller and Buyer, setting
forth the prorations and other adjustments provided for herein,
the disbursement of the sales proceeds, and such other matters as
Seller and Buyer shall mutually deem appropriate.

               5.2.4     Closing Costs.  Buyer and Seller shall each
pay one-half the costs of the following at closing: documentary stamp
tax due  on  deed; recording costs; closing attorneys fee  (including
preparation of this Agreement and all required closing documents,
and  settlement  of closing transaction.).  If  Buyer  elects  to
obtain  title insurance or a survey of the Property, Buyer  shall
pay all costs thereof.

<PAGE>

          5.3  Adjustments and Prorations.  Real estate taxes will
not be prorated  at  Closing and Buyer shall have the responsibility
to pay the same for the year 2004 and subsequent years.  All special
assessments against the Property which are due and payable  prior
to Closing, if any, shall be paid by Seller at Closing.

     6.   TITLE EXAMINATION AND OBJECTIONS; FAILURE TO CLOSE.

          6.1  Title Examination and Survey.  Prior to Closing, Buyer,
at its  option  may  obtain a title insurance commitment  to  insure
transfer  of title to Buyer in the amount of the Purchase  Price,
subject  only  to  the matters set forth in  Exhibit  B  attached
hereto  which were matters affecting the Property at the time  of
its  conveyance  to  Seller (the "Permitted Exceptions").   Buyer
shall  have until Closing Date to examine Seller's title  to  the
Real Property, to cause a survey of the Real Property to be made,
if  Buyer  elects, and to furnish Seller with a written statement
of defects shown by the title insurance commitment or the survey.
Buyer  shall also have until the Closing Date the right to update
the  title  search, and to update the survey, and to give  Seller
written  notice of any new title objections appearing  of  record
between the effective date of the initial commitment or the  date
of  the  survey  and  the Closing Date.  If Buyer  furnishes  the
aforesaid  written notice or notices within the  permitted  time,
Seller  shall have until the earlier of the Closing Date  or  ten
(10)  days  after receipt thereof in which to indicate  to  Buyer
which  of  the title objections raised by Buyer Seller will  cure
and  those  which it declines to cure; provided, however,  Seller
must  cure all monetary encumbrances affecting title to the  Real
Property  as  a result of any act or omission of Seller  such  as
security  deeds, mortgages, judgment liens, liens for materialmen
or  mechanics  resulting  from any  work  undertaken  by  Seller.
Seller  shall have until the Closing Date the right, but not  the
obligation  (except  for those items Seller expressly  elects  in
writing  to  cure and all monetary encumbrances), to  satisfy  or
cure  all  title  objections of which it was timely  notified  by
Buyer;  provided,  however, that Seller, upon written  notice  to
Buyer,  may  postpone the Closing by ten (10) days in order  that
such title objections might be cured.

          6.2  Failure to Cure Title Objections.  Should Seller
fail to satisfy or cure all such title objections by the Closing
Date, as postponed,  if  appropriate, then Buyer shall have  as
its  sole right and remedy, at Buyer's election to be made on or
before the Closing Date, (i) in the case of an uncured monetary
encumbrance, to  proceed  to  close  the purchase of the  Property
with  such portion  of  the  Purchase Price as is necessary  being
used  to satisfy  the  monetary encumbrances; or (ii) to terminate
this Agreement  and thereupon be entitled to a refund of the Earnest
Money from Seller; or (iii) to waive those title objections which
Seller failed to satisfy or cure and proceed to close the sale of
the  Property  contemplated herein and accept the  Real  Property
subject  to  such  title  objections with  no  reduction  in  the
Purchase   Price,   except  as  required  to   satisfy   monetary
encumbrances  as  described in clause (i) above.  Notwithstanding
anything  contained  in this Article 6, if  Seller's  failure  to
convey  marketable  and insurable title to the  Property  subject
only to title conditions existing prior to Seller taking title to
the Property results from a willful act or omission of Seller  in
default of its obligations hereunder, Buyer shall be entitled  to
all remedies available to Buyer under Section 13.1.

     7.   INTENTIONALLY DELETED.

     8.   REPRESENTATIONS AND WARRANTIES OF SELLER.  Seller
represents and warrants to Buyer the following:

          8.1  Due Authorization.  Seller represents that it is a
corporation,  validly existing under the laws  of  the  State  of
Florida.   Seller  has full power and authority  to  execute  and
deliver  this

<PAGE>

Agreement  and all other  documents  executed  and
delivered,   or   to   be   executed   and   delivered,   by   it
(contemporaneously herewith or at the Closing) in connection with
the  transactions  described herein and to  perform  all  of  its
obligations   arising  under  this  Agreement  and   such   other
documents.  All consents required to effect this transaction have
been  obtained or will be obtained prior to Closing.  The parties
executing  this Agreement and such other documents on  behalf  of
Buyer have authority to bind Buyer hereunder and thereunder.  The
execution  and  delivery  of this Agreement  by  Seller  and  the
consummation  of  the transactions contemplated hereby  will  not
violate any provision of the Seller's organizational documents or
result  in the creation of any lien, charge, claim or encumbrance
on any part of the Property.

          8.2  Compliance.  Seller has not received any notice that
the Real  Property is in violation of any law, ordinance, regulation,
or governmental  requirement,  including,  without  limitation,
matters   relating  to  zoning,  construction,  fire  protection,
environmental  requirements, building code, health code,  housing
code,  subdivision ordinance, traffic, flood control, fire safety
or  the  use  and operation of the Real Property, and  no  order,
directive,   complaint,   request  for   information   or   other
communication   as  been  made  or  issued  to  Seller   by   any
governmental authority with respect to any such alleged violation
in connection with the Property.

          8.3  Condemnation.  Seller has received no notice from any
public authority,  of  any  eminent domain, condemnation  proceeding
or intention to take or condemn the Property or any part thereof.

          8.4  Legal Proceedings.  There is no legal action, suit
or other legal,  administrative or governmental proceeding pending
or to the best of Seller's knowledge, threatened against or relating
to the  Seller  or the Property, the result of which would  have  an
adverse effect on the Property or Seller's ability to perform its
obligations hereunder.

          8.5  Special Assessments.  Seller has received no notice
that any portion  of the Property is subject to or affected by any
special assessments or obligations for roads or other improvements.

          8.6  Contracts.  Seller has entered into no contracts,
service contracts, leases or other obligations regarding the use,
operation or maintenance of the Real Property that cannot be
terminated on thirty (30) days notice.

          8.7  Survival.  The representations and warranties of
Seller contained in this Article 8 shall survive Closing for a period
of one year.

     9.   REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BUYER.  Buyer
represents and warrants to Seller, as follows:

          9.1  Due Authorization.  Buyer has full power and authority
to execute  and  deliver  this Agreement  and  all  other  documents
executed  and delivered, or to be executed and delivered,  by  it
(contemporaneously herewith or at the Closing) in connection with
the  transactions  described herein and to  perform  all  of  its
obligations   arising  under  this  Agreement  and   such   other
documents.   All  consents  required for  Buyer  to  effect  this
transaction  have  been obtained or will  be  obtained  prior  to
Closing.

<PAGE>

          9.2  Survival.  The representations and warranties of Seller
contained in this Article 9 shall survive Closing for a period of
one year.

     10.  CONDITIONS.

          10.1 Buyer's Conditions.  In addition to any other
conditions provided  in  this Agreement, Buyer's obligation to
purchase the Property pursuant to this Agreement is subject to the
satisfaction of each of the following conditions at or  prior  to
the Closing Date.

               10.1.1    Seller's Performance.  Seller shall have
complied with and  performed all of its obligations and covenants
set forth in this Agreement.

               10.1.2    Seller's Execution and Delivery.  On or
before the Closing  Date,  Seller  shall  have executed  and
delivered all documents  required  to be delivered by Seller
pursuant  to  the terms of this Agreement.

               10.1.3    Representations and Warranties.  All of
the representations and warranties made by Seller in Article 8
shall be  true  correct  at  and  as of the Closing  Date  though
such representations and warranties were made both at and  as  of
the Effective Date and at and as of the Closing Date.

               10.1.4    Buyer's Benefit.  The contingencies set
forth in this Section  10.1. are for the sole benefit of Buyer, and
Buyer  may elect to waive any such contingency reserved for its benefit
and proceed  to  consummate the transaction contemplated hereby. If
Buyer  accepts  the  Deed to the Real Property,  Buyer  shall  be
deemed  to  have  satisfied or waived each of the  conditions  to
Buyer's  obligations under this Agreement.  If any of  the  other
conditions set forth in Subsections 10.1.1. or 10.1.2,  have  not
been  satisfied,  or  if the condition set  forth  in  Subsection
10.1.3.  has  not been satisfied due to Seller's  default,  Buyer
shall be entitled to pursue its remedies hereunder as provided in
Section 13.1.

          10.2 Seller's Conditions.  In addition to any other
conditions provided  in  this  Agreement, Seller's obligation  to
sell the Property  is subject to the satisfaction of each of the
following conditions:

               10.2.1    Buyer's Performance.  Buyer shall have
complied with and performed all of its obligations and covenants
set forth in this Agreement; and

               10.2.2    Buyer's Execution and Delivery. On or
before the Closing  Date,  Buyer  shall  have  executed  and
delivered  all documents required to be delivered by Buyer pursuant
to the terms of  this Agreement, and shall have paid the Purchase
Price in the manner set forth in Article 3.

               10.2.3    Seller's Benefit.  The contingencies set
forth in this Section 10.2. are for the sole benefit of Seller, and
Seller  may elect to waive any such contingency reserved for its
benefit  and proceed  to  consummate the transaction contemplated
hereby.   If Seller  accepts  payment  of the amounts provided
in Subsection 10.2.2., Seller shall be deemed to have satisfied or
waived  each of  the  conditions to Seller's obligations under this
Agreement. If  any  contingency set forth in Subsections 10.2.1. or
10.2.2. has not been satisfied or waived within the required time
period, Seller  shall  be  entitled to pursue its remedies  hereunder
as provided in Section 13.2.

<PAGE>

     11.  FIRE AND CASUALTY.  Seller shall bear the risk of loss of
the Property until Closing.  If the Property is the subject of  a
loss,  Buyer  shall  have  the right,  at  its  sole  option,  to
terminate  this  Agreement.  If Buyer terminates  this  Agreement
pursuant to this Section then Buyer shall receive a refund of the
Earnest Money from Seller and this Agreement shall terminate  and
the  parties  hereto shall have no further rights or  obligations
hereunder.   If  Buyer  does not terminate  this  Agreement,  the
proceeds  of  any  insurance with respect to  the  Property  paid
between the date of this Agreement and the Closing Date, and  the
amount  of any deductible applicable to the claim, shall be  paid
to  Buyer at the time of Closing and all unpaid claims and rights
in  connection with the property damage to the Property shall  be
assigned to Buyer at Closing without in any manner affecting  the
Purchase Price.

     12.  EMINENT DOMAIN.  In the event of taking by condemnation
or eminent domain proceedings of any portion of the Property prior
to  the  Closing Date, Seller shall promptly give written  notice
thereof to  Buyer and Buyer shall have the right,  at  its  sole
option, of terminating this Agreement by written notice given  to
Seller  on or before the earlier to occur of the Closing Date  or
the  tenth (10th) business day following receipt of such  notice.
If Buyer so terminates this Agreement, then Buyer shall receive a
refund of the Earnest Money from Seller and this Agreement  shall
terminate and the parties hereto shall have no further rights  or
obligations hereunder.  If Buyer does not terminate the Agreement
pursuant to this Article 12, then Seller shall pay over to  Buyer
on the Closing Date all monies received or collected by Seller by
reason  of  such  taking,  and Seller shall  further  assign  and
transfer  to Buyer all of Seller's right, title and interest  of,
in  and  to  any  awards that have been or may be made  for  such
condemnation  or  eminent domain proceedings and  the  additional
money that may be payable when the same is and becomes assignable
as a matter of law.

     13.  DEFAULT.

          13.1 Seller's Default. If the Closing is not consummated
on account  of the Seller's default hereunder, the Buyer shall have
the  right to: (i) terminate this Agreement by written notice  to
Seller  and receive a full refund of the Earnest Money,  and  the
parties  shall have no further rights or obligations  under  this
Agreement  (except  as survive termination);  (ii)  enforce  this
Agreement  by  suit for specific performance;  (iii)  waive  such
breach    and    close   the   purchase   contemplated    hereby,
notwithstanding  such breach; or (iv) in the case  of  a  willful
breach  by  Seller, Buyer may bring an action against Seller  for
damages,  after notice to Seller of such willful breach  and  the
expiration  of  a  period of thirty (30) days from  such  notice,
during  which  Seller  shall have the opportunity  to  cure  such
willful breach.  The foregoing shall be Buyer's sole remedies for
Seller's default.

          13.2 Buyer's Default.  If the Closing contemplated by
this Agreement  is  not consummated because of Buyer's  default,
then Seller shall be entitled to keep the Earnest Money as Seller's
sole   and   exclusive  remedy  hereunder,  the  parties   hereto
acknowledging  that it is impossible to estimate  more  precisely
the  damages  which  might be suffered  by  Seller  upon  Buyer's
default.   Seller's retention of said Earnest Money  is  intended
not  as  a  penalty,  but as full liquidated damages,  which  are
otherwise  not ascertainable.  The right to retain such  sums  as
full liquidated damages is Seller's sole and exclusive remedy  in
the event of default hereunder by Buyer, and Seller hereby waives
and  releases any right to sue and hereby covenants that it shall
not  sue Buyer either for specific performance of this Agreement,
or to recover actual damages in excess of the Earnest Money.

<PAGE>

     14.  BROKERAGE AND OTHER FEES.

          14.1 Representations Regarding Brokers.  Seller and
Buyer each represent  and  warrant to the other that it  has  not
employed, retained, or consulted any broker, agent, or finder in
connection with  this Agreement or the purchase and sale referred
to herein. Seller  and  Buyer each hereby indemnify and agree  to
hold  the other  harmless  from  and against any and all  claims,
demands, causes  of  action,  debts, liabilities,  judgments  and
damages (including costs and reasonable attorneys' fees incurred
in connection with the enforcement of this indemnity) which may be
asserted  or recovered against the indemnified party  for  or  on
account  of  any brokerage fee, commission, or other compensation
arising   by   reason  of  the  indemnitor's   breach   of   this
representation and warranty.

          14.2 Survival.  This Article 14 shall survive the Closing
or any termination, cancellation, or rescission of this Agreement.

     15.  MISCELLANEOUS.

          15.1 Successors and Assigns.  Buyer may not assign, sell,
convey or  otherwise transfer any or all its rights under this
Agreement without  the  prior  written  consent  of  Seller,
except  to  a corporation,  limited partnership, limited liability
company  or other  entity, related to or affiliated with Buyer or
any  entity resulting  from  a merger with Buyer.  Seller shall
not  assign, sell, convey, or otherwise transfer any or all of the
Property or its rights under this Agreement.  No such assignment by
Seller or Buyer  shall  relieve  or  release the  assigning  party
of  any liability hereunder.  Notwithstanding the foregoing, either
party shall  have  the  right  to  assign  this  Agreement  as  may
be reasonably  required to consummate a tax deferred exchange  under
Section 1031 of the Internal Revenue Code, as provided in Section
15.11  hereof.  Subject to the foregoing, this Agreement and  the
terms and provisions hereof shall inure to the benefit of and  be
binding upon the successors and assigns of the parties.

          15.2 Waiver, Consent.  This Agreement supersedes all prior
agreements  between the parties hereto with respect thereto.   No
claim  of  waiver,  modification, consent  or  acquiescence  with
respect to any of the provisions of this Agreement shall be  made
against either party, except on the basis of a written instrument
executed by or on behalf of such party.

          15.3 Governing Law.  This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida.

          15.4 Headings.  The headings of the several articles,
sections, and  subsections  of  this  Agreement  are  inserted
solely  for convenience  of  reference and are not a  part  of  and
are  not intended to govern, limit, or aid in the construction of
any term or provision hereof.

          15.5 Notices.  Any notice, request or other communication
(a "Notice") required or permitted to be given hereunder shall be in
writing and shall be delivered by hand or overnight courier (such
as  Federal  Express) or by facsimile transmission or  mailed  by
Untied  States  registered  or  certified  mail,  return  receipt
requested,  postage prepaid and addressed to each  party  at  its
address  as set forth below.  Any such Notice shall be considered
given on the date of such hand or courier delivery, deposit  with
such  overnight courier for next business day delivery,  or  upon
transmission  by facsimile with confirmation or  deposit  in  the
United  States  mail.  By giving at least five  (5)  days'  prior
written  notice thereof, any party may from time to time  and  at
any time change its mailing

<PAGE>

address hereunder.  Any Notice of any party  may  be  given  by
such party's counsel. The  parties respective notice addresses are
as follows:

           Buyer:

           Mule Pen Quarry Corporation
           P.O. Box 4667
           Jacksonville, Florida  32201-4667
           Attention:  John D. Baker, II
           Phone: (904) 355-1781

           Seller:

           Florida Rock Properties, Inc.
           P.O. Box 45243
           Jacksonville, Florida  32232
           Attention:  John E. Anderson
           Phone:  (904) 396-5733

          15.6 Severability.  If any provision of this Agreement
or the application  thereto  to  any person  or  circumstance  shall
be invalid  or  unenforceable to any extent, the remainder  of  this
Agreement  and the application of such provisions  to  the  other
persons or circumstances shall not be affected thereby and  shall
be enforced to the greatest extent permitted by law.

          15.7 Counterparts.  An executed facsimile copy shall be
an acceptable form of acceptance of this Agreement.  This  Agreement
may  be  executed  by  the  parties  hereto  individually  or  in
combination, in one or more counterparts, each of which shall  be
an  original  and all of which will constitute one and  the  same
Agreement.

          15.8 Time is Of the Essence.  Time is of the essence of
this Agreement; provided, however, that if the time within  which
any action, consent, approval, or other activity herein contemplated,
expires on a Saturday, Sunday, or legal holiday, such time period
shall automatically be deemed extended to the first day after the
scheduled  termination  of  such  time  period  which  is  not  a
Saturday, Sunday, or legal holiday.

          15.9 Delay Not A Waiver.  No failure or delay by a party
to exercise  any right it may have by reason of the default  of  the
other  party shall operate as a waiver of default or modification
of  this Agreement or shall prevent the exercise of any right  by
the  first  party while the other party continues  to  be  so  in
default.

          15.10     Attorney Fees.  In the event of a breach of this
Agreement  by  either  party, the non-breaching  party  shall  be
entitled  to  recover  all costs associated with  enforcing  this
Agreement, including reasonable attorneys' fees and expenses.

          15.11     1031 Exchange.  As part of the inducement to
each party to  enter  into this Agreement, each party agrees that
the other shall  have the right to effectuate this transaction as a
tax-deferred exchange in accordance with Section 1031 of the
Internal Revenue  Code.  Accordingly each party agrees to cooperate
with the other as required to effectuate an exchange, including
executing

<PAGE>

and delivering any and all documents required  by  the exchange
trustee  or qualified intermediary,  provided  however,that  the
cooperating party shall have no obligation to  execute any
document, enter any transaction or arrangement  or  take  or omit
any  other  action, if such party determines  in  its  sole
discretion that the same would result in any liability,  cost  or
expense to the cooperating party.

     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Agreement on the dates set forth below.


                                 FLORIDA ROCK PROPERTIES, INC.,
                                 a Florida corporation


                                 By:____________________________
                                 Print:_________________________
                                 Its____________________________

                                        Date:  March ___, 2004

                                             "SELLER"



                                 MULE PEN QUARRY CORPORATION,
                                 a Delaware corporation


                                 By:___________________________
                                 Print:_________________________
                                 Its:___________________________

                                        Date:  March __, 2004

                                             "BUYER"
<PAGE>



                            EXHIBIT A
                        LEGAL DESCRIPTION

<PAGE>

                            EXHIBIT B
                      PERMITTED EXCEPTIONS


<PAGE>

</TEXT>
</DOCUMENT>
