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PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into between WALT DISNEY WORLD HOSPITALITY & RECREATION CORPORATION, a Florida corporation ("Seller"), and INDIAN RIVER COUNTY, a political subdivision of the state of Florida ("Purchaser"). The effective date of this Agreement shall be the date on which the last of Seller or Purchaser has executed this Agreement (the "Effective Date"). WITNESSETH: WHEREAS, Seller owns certain unimproved real property consisting of approximately 1.67 acres, more or less, lying and being in Indian River County, Florida, as more particularly described below; and WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to acquire from Seller, the hereinafter described real property, all in accordance with the terms and conditions hereinafter set forth. NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and representations herein contained, the sum of Ten and 00/100 Dollars ($10.00) in hand paid by Purchaser to Seller, and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged by each party hereto, Seller and Purchaser hereby agree as follows: 1. PURCHASE AND SALE. 1.1. Purchase and Sale: Description of Property. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase and acquire from Seller, the following described property (collectively, the "Property"): reference; and 1.1.1. That certain parcel of land (the "Land") located in Indian River County, Florida, described on Exhibit "A" attached hereto and incorporated herein by this reference; and 1.1.2. All easements, rights and appurtenances, if any, benefiting the Land. PURCHASE PRICE. The purchase price (the "Purchase Price") for the Property shall be Two Hundred Seventy -Five Thousand and 00/100 Dollars ($275,000), subject to all prorations and adjustments as set forth in this Agreement. The Purchase Price shall be payable in cash at Closing (as such term is defined in Section 6.1 [Date and Place of Closing]), as hereinafter provided. The purchase and sale of the Property is "in gross" and the Purchase Price shall neither be increased nor decreased if the area of the Land shall be greater or less than that in the contemplation of the parties or either of them. INSPECTION. Purchaser acknowledges that Purchaser has already examined and inspected the Property under the terms of that certain inspection letter, dated November 10, 2006, signed by Matt E. Kelly on behalf of Seller and Joseph A. Baird, County Administrator, on behalf of Purchaser (the "Inspection Letter"), and that Purchaser has satisfied itself that the Property is satisfactory to Purchaser in all respects. Accordingly, no additional inspection period is provided under this Agreement. lanuary 8. 2008