BROOKSVILLE JOINT VENTURE

JOINT VENTURE AGREEMENT

BETWEEN

FLORIDA ROCK INDUSTRIES, INC.

AND
FLORIDA ROCK PROPERTIES, INC.

(a subsidiary of Patriot Transportation Holding, Inc.)

DATED AS OF OCTOBER 4, 2006



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TABLE OF CONTENTS Page


SECTION 1 FORMATION OF JOINT VENTURE 1
1.1 Formation 1
1.2 Members and Percentage Interests 2
1.3 Purpose 2
1.4 Principal Office 2
1.5 Unified Agreement 2

SECTION 2 CAPITAL CONTRIBUTIONS TO JOINT VENTURE 2
2.1 Initial Capital Contributions 2
2.2 Method of Making Initial Capital Contributions 3
2.3 Capital Accounts 3
2.4 No Right to Interest on Capital Contributions or to
Withdraw or Withdraw One's Capital Contributions 4
2.5 Additional Capital Contributions or Loans 4

SECTION 3 ADDITIONAL TRANSACTIONS 5
3.1 Rivenbark Property Acquisition Expenses 5
3.2 Brooksville Mining 5
3.3 Additional Property 5

SECTION 4 GOVERNANCE 5
4.1 Management Committee 5
4.2 Appointment and Tenure of the Committee Members 6
4.3 Meetings of the Management Committee 6
4.4 Business Plan 6
4.5 Officers of the Company 7
4.6 Approval Rights of FRP and FRK 7
4.7 Other Activities of Members and Committee Members 8
4.8 Salaries of Committee Members 8

SECTION 5 BUYOUT EVENTS AND TRANSFERS 8
5.1 Put and Call Buy-Sell 8
5.2 Right of First Refusal 9
5.3 Power of Attorney 10

SECTION 6 DISTRIBUTIONS 10
6.1 General 10
6.2 Liquidating Distributions 10
6.3 Limitations of Distributions 10
6.4 Return of Capital 10

SECTION 7 ALLOCATIONS 10
7.1 Allocations of Profits and Losses Among the Members 10
7.2 Special Allocations 11
7.3 Curative Allocations 12
7.4 Other Allocation Rules 12
7.5 Section 704(c) Allocations 13

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TABLE OF CONTENTS
(continued) Page

SECTION 8 FEDERAL AND STATE TAX MATTERS 13
8.1 Tax Year and Accounting Matters 13
8.2 Tax Elections 13
8.3 Tax Matters Partner 14

SECTION 9 INDEMNIFICATION 14
9.1 Indemnification 14
9.2 Advances 14

SECTION 10 DISSOLUTION OF THE COMPANY 15
10.1 Events of Dissolution 15
10.2 Liquidating Distributions 15

SECTION 11 MISCELLANEOUS PROVISIONS 15
11.1 Representations and Warranties of Members 15
11.2 Amendment 16
11.3 Construction 16
11.4 Severability 16
11.5 Burden and Benefit Upon Successors 16
11.6 Further Assurances 16
11.7 Notices 16
11.8 Waiver 16
11.9 Company Property 17
11.10 Counterparts 17
11.11 No Third Party Beneficiary 17
11.12 Governing Law 17
11.13 Survival 17
11.14 Counsel Fees 17
11.15 Entire Agreement 17
11.16 No Agency Relationship 17
11.17 Dispute Resolution 17

List of Schedules and Exhibits Section Reference
------------------------------ -----------------

Schedule 1 --Definitions Preamble (Page 1)
Schedule 2 - Description of Brooksville Property Page 1
Schedule 3 - Permitted Encumbrances Schedule 1 (Page
S1-6)
Schedule 4.1 - Initial Management Committee Members Section 4.1

Exhibit A - Certificate and Plan of Merger Section 2.2(c)

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JOINT VENTURE AGREEMENT

This Joint Venture Agreement (this "Agreement") is made and
entered into effective as of the 4th day of October, 2006 (the
"Effective Date") by and among Florida Rock Industries, Inc., a
Florida corporation ("FRK"), and Florida Rock Properties, Inc.
("FRP"), a Florida corporation and wholly owned subsidiary of Patriot
Transportation Holding, Inc. ("Patriot"). FRK and FRP are
collectively referred to herein as "Party" or "Parties." Capitalized
terms used in this Agreement shall have the meanings specified in
Schedule 1 to this Agreement.

BACKGROUND

A. FRP owns 3,443 acres of land located in the Brooksville, Florida
area (the "FRP Property"). FRK has a leasehold interest in the FRP
Property pursuant to a long term lease between FRP and FRK pursuant
to which FRI potentially has the right, upon exercising renewal
options, to use and mine the FRP Property for up to the next 86 years
(the "FRK Brooksville Leasehold Interest").

B. FRK owns 553 acres of land located adjacent to the FRP Property
(the "FRK Property"). FRK also owns an additional 288 acre parcel
that it recently acquired through its wholly owned subsidiary, FRK
Brittle Road LLC (the "Rivenbark Property"). The FRP Property, the
FRK Property and the Rivenbark Property are collectively referred to
herein as the "Brooksville Property." The Brooksville Property is
more specifically described in Schedule 2.

C. FRK and FRP have determined, based on their analysis of various
factors, that the Brooksville Property is more valuable as
development property than as mining property.

D. At present, however, FRP cannot develop the FRP Property or sell
the FRP Property to a third party for development due to the FRK
Brooksville Leasehold Interest; likewise, FRK cannot develop the FRP
Property under the terms of the existing lease.

E. Accordingly, the independent directors of FRK and Patriot have
determined that it is in the best interests of each Party to enter
into this Agreement to establish a joint venture (the "Joint
Venture") to pursue the development and/or sale of the Brooksville
Property.

F. In connection with entering into this Agreement, the Parties
have agreed to amend certain lease agreements between FRK and FRP
relating to properties other than the Brooksville Property.

AGREEMENT

In consideration of the foregoing recitals which are hereby
incorporated as a part of this Agreement, the mutual covenants and
agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, hereby
agree as follows:

SECTION 1

FORMATION OF JOINT VENTURE

1.1 Formation. The Parties hereby agree to form, organize and
capitalize a new limited liability company (the "Company") under the
provisions of the Florida Limited Liability Company Act (the "Act")
and in accordance with the terms of this Agreement. The business of
the Joint Venture shall be conducted through the Company. The name of
the Company shall be Brooksville Quarry, LLC.

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1.2 Members and Percentage Interests. FRK and FRP each shall
have a 50% Membership Interest in the Company.

1.3 Purpose. The purpose of the Company is (a) to develop and/or
sell the Brooksville Property (the "Project") and to conduct such
other lawful activities as are reasonably necessary or useful to the
furtherance of the Project, and (b) to conduct any other lawful
business of the Joint Venture as the Board may determine from time to
time. The Company shall have all powers of a limited liability
company under the Act and the power to do all things necessary or
convenient to operate its business and accomplish its purpose.

1.4 Principal Office. The initial principal office of the Company
shall be 155 East 21st Street, Jacksonville, Florida 32206. The
Company may relocate the principal office and have such additional
offices as the Board may deem advisable.

1.5 Unified Agreement. This Agreement sets forth the terms of the
Joint Venture and serves as the Operating Agreement of the Company.

SECTION 2

CAPITAL CONTRIBUTIONS TO JOINT VENTURE

2.1 Initial Capital Contributions. Concurrently with the execution
of this Agreement, each Member shall make the Capital Contributions
described below (the "Initial Capital Contributions") to the Company
in exchange for a 50% Membership Interest in the Company:

Member Initial Capital Percentage
------ Contribution Interest
------------ --------
Florida Rock the FRK Property 50%
Industries, Inc.

the FRK Brooksville
Leasehold Interest

the Rivenbark Property

Florida Rock the FRP Property 50%
Properties, Inc. (subject to reserved
right to royalties as
described in Section
3.2)

50% of the Rivenbark
Acquisition Costs


Each such asset to be contributed shall be contributed free and
clear of any liens and encumbrances whatsoever, except for Permitted
Encumbrances. For purposes of calculating Capital Accounts, each
Member shall be credited with an initial Capital Contribution based
on the fair market value of the assets contributed as determined
after the closing.


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2.2 Method of Making Initial Capital Contributions.

(a) FRK shall contribute its entire fee interest in the FRK
Property and the FRK Brooksville Leasehold Interest to a newly formed,
wholly owned, single member limited liability company organized under
the Act ("FRK Newco"), which company shall also hold the fee interest
in the Rivenbark Property.

(b) FRP shall contribute its entire fee interest in the FRP
Property and an amount equal to fifty percent (50%) of the costs incurred
by FRK and FRK Newco in the acquisition of the Rivenbark Property
("Rivenbark Acquisition Expenses") to a newly formed, wholly owned,
single member limited liability company organized under the Act ("FRP
Newco").

(c) Following the transactions described in Sections 2.2(a)
and 2.2(b), FRK Newco shall be merged with and into FRP Newco in a merger
(the "Merger") in which FRP Newco is the surviving entity (the
"Surviving Entity"), pursuant to the Certificate and Plan of Merger
attached hereto as Exhibit A. The Surviving Entity also is referred
to in this Agreement as the "Company."

(d) As a result of the Merger, (i) the Articles of Organization
of FRP Newco shall be amended to change the name of the Surviving Entity
to Brooksville Quarry, LLC, (ii) this Agreement shall become the
Operating Agreement of the Surviving Entity, (iii) all assets,
properties, rights and privileges of FRK Newco and FRP Newco shall
become the assets, properties, rights and privileges of the Surviving
Entity, (iv) the membership interests of FRK in FRK Newco shall be
converted into a 50% Membership Interest in the Surviving Entity, (v)
all of the membership interests of FRP in FRP Newco shall become a
50% Membership Interest in the Surviving Entity, and (vi) all of the
managers and officers of FRP Newco, if any, shall be removed and
replaced by the Committee Members and officers designated pursuant to
this Agreement.

2.3 Capital Accounts. A single and separate Capital Account shall
be established for each Member, which shall initially be set at zero
and to which amounts will thereafter be credited or debited from time
to time in accordance with the following provisions:

(a) Each Member's Capital Account shall be credited by (i) such
Member's Initial Capital Contributions in the amount determined
pursuant to Section 2.1, (ii) such Members additional Capital
Contributions, (iii) the amount of Profits allocated to such Member
pursuant to Section 7.1 and any items in the nature of income or gain
specially allocated to such Member pursuant to Sections 7.2 and 7.3,
and (iv) the amount of any liabilities of the Company assumed by such
Member or secured by Property distributed to such Member.

(b) Each Member's Capital Account shall be debited by (i) the
aggregate amount of money and the Gross Asset Value of any Property
distributed to such Member, (ii) the amount of Losses allocated to
such Member pursuant to Section 7.1 and any items in the nature of
expenses or losses specially allocated to such Member pursuant to
Sections 7.2 and 7.3, and (iii) the amount of any liabilities of such
Member assumed by the Company or secured by Property contributed by
such Member to the Company.

(c) In determining the amount of any liability for purposes of
Section 2.3(a) and 2.3(b) above, there shall be taken into account
the provisions of Code Section 752(c) and any other applicable
provisions of the Code and Treasury Regulations, including, without
limitation, Treasury Regulation Section 1.704-1(b)(2)(iv)(c).

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(d) If all or any portion of a Member's Membership Interest is
transferred, the transferee shall succeed to the Capital Account of
the assignor or transferor to the extent it relates to the
transferred Membership Interest.

(e) The foregoing provisions and other provisions of this
Agreement relating to the determination and maintenance of Capital
Accounts are intended to comply with Treasury Regulation Section
1.704-1(b), and shall be interpreted and applied in a manner consistent
with such Treasury Regulation. The Management Committee may modify or
adjust the manner in which the Capital Accounts, or any items of debits
or credits thereto, are computed in order to comply with such Treasury
Regulation, provided that such modifications or adjustments are not
likely to have a material effect on the amounts distributable to any
Member pursuant to Section 10.2 upon the dissolution of the Company.

2.4 No Right to Interest on Capital Contributions or to Withdraw or
Withdraw One's Capital Contributions. Except as otherwise provided
or contemplated herein, no Member shall (a) be paid interest on any
Capital Contributions, (b) have the right to resign, withdraw, or be
repaid all or any part of that Member's Capital Contributions, or (c)
have the right to receive, as a Distribution or return of capital,
any property of the Company other than cash or cash equivalents. No
Member shall be entitled to any Distribution, whether upon the
resignation or withdrawal of such Member from the Company or
otherwise, except as expressly provided in this Agreement.

2.5 Additional Capital Contributions or Loans.

(a) Funding Notices. The Company's Management Committee may
determine from time to time that the Company requires additional
funding from the Members in order to implement the Company's Business
Plan. In such case, the Management Committee will cause the Company
to give written notice (the "Funding Notice") to the Members stating
(i) the aggregate amount of additional funds required from the
Members (the "Additional Funding Amount"), (ii) each Member's Pro
Rata share of the Additional Funding Amount, (iii) whether the
Additional Funding Amount will be treated as Capital Contributions or
as loans from the Members to the Company, (iv) if the Additional
Funding Amount will be treated as loans, the terms of the loans, and
(v) the date or dates by which the Additional Funding Amount is to be
provided by the Members to the Company. Notwithstanding the
foregoing, without the approval of the Members, the Management
Committee shall not issue Funding Notices requiring the Members to
fund aggregate Additional Funding Amounts in excess of $2 million per
Member, exclusive of Initial Capital Contributions.

(b) Funding by Members. Each of the Members shall be obligated
to fund its Pro Rata share of the Additional Funding Amount in
immediately available funds in accordance with the terms of the
Funding Notice.

(c) Failure to Fund. If one Member (the "Funding Member")
funds its Pro Rata share of the Additional Funding Amount but the
other Member (the "Defaulting Member") fails to fund its Pro Rata share
by the date specified in the Funding Notice, the Company will give
written notice of non-payment to the Defaulting Member with a copy to
the Funding Member (the "Non-Payment Notice"). If the Defaulting
Member fails to cure such non-payment within thirty (30) days after
receipt of the Non-Payment Notice (a "Funding Default"), then the
Funding Member may elect to fund the amount not funded by the
Defaulting Member. In such event, the amount funded by the Funding
Member on behalf of the Defaulting Member (the "Funding Advance")
shall be deemed to be a loan by the Funding Member to the Defaulting
Member, repayable upon demand and bearing interest at the Interest
Rate. In addition, the Funding Default shall be deemed to be a
Triggering Event for purposes of Section 5.2. Each Member hereby
acknowledges that the Membership Interests are issued subject to, and
hereby affirms the

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grant, to the other Member of a first priority
security interest in, such Member's Membership Interest for the
purpose of securing such Member's obligation to repay to the other
Member any Funding Advances made by the other Member and hereby
acknowledges that the other Member shall have all of the rights of a
secured party under the Uniform Commercial Code (the "UCC") enacted
in the state of Florida, including the right to bid for and purchase
such Member's Membership Interest at any sale conducted pursuant to
the UCC following such Member's default.

SECTION 3

ADDITIONAL TRANSACTIONS

3.1 Rivenbark Property Acquisition Expenses. Upon execution of
this Agreement, the Company shall reimburse to FRK fifty percent (50%)
of the Rivenbark Acquisition Expenses.

3.2 Brooksville Mining. Following the Merger, (i) FRK shall be
entitled to continue to conduct mining activities and to operate its
calcium products plant on the Brooksville Property (with respect to
the FRP Property, on and subject to all of the same terms as the
lease between FRK and FRP existing prior to the Merger (the "Prior
Mining Lease") except as described herein); (ii) at such time as such
operations physically interfere with development of the Brooksville
Property, the mining activities and calcium products plant shall be
relocated at FRK's expense to the area known as the McCall Pit (167
acres in the Northwest corner of the Brooksville Property); (iii) FRK
will be permitted to operate at the McCall Pit for a minimum of
fifteen (15) years, subject to two five year renewal options at FRK's
option; (iv) real estate taxes on the Brooksville Property for the
period after the effective date of the Merger shall be paid by the
Company; and (v) to the extent FRK mines on the FRP Property, FRK
will pay per ton royalties to the Company at the same rate as under
the Prior Mining Lease, but without any obligation to pay minimum
royalties. The Company shall distribute all such royalties to FRP
and shall specially allocate all such royalty income and associated
depletion deductions to FRP.

3.3 Additional Property. From time to time, based on analysis of
various factors, FRK and FRP may decide to contribute additional
properties to the Joint Venture for development. Upon agreement of
FRK and FRP, such additional properties (collectively, the
"Additional Property") shall be contributed to the Joint Venture.
The Committee Members shall develop a development plan and a business
plan for any such Additional Property, and such Additional Property
shall be developed and/or sold pursuant to the terms hereof.
Following contribution to the Joint Venture, such Additional Property
shall be deemed included within the term "Joint Venture Property."

SECTION 4

GOVERNANCE

4.1 Management Committee.

(a) The Company shall be managed by a management committee (the
"Management Committee"), which shall be comprised of four individuals
(the "Committee Members") designated as provided in Section 4.2. The
initial Committee Members, who shall serve until their successors are
selected, are listed on Schedule 4.1.

(b) Subject to the approval rights reserved to the Members (FRP
and FRK) specified in Section 4.6 and any other limitations expressly
contained in this Agreement, the Management Committee shall have
exclusive authority and full discretion with respect to the
management of the Company.

<PAGE>

4.2 Appointment and Tenure of the Committee Members. The Committee
Members shall be appointed by the Members as follows:

(a) FRK shall have the sole right to appoint two (2) Committee
Members; and

(b) FRP shall have the sole right to appoint two (2) Committee
Members.

In the event that any Committee Member resigns, is removed, or
otherwise fails to serve as a Committee Member, the Member(s) who
appointed such Committee Member, whether FRK or FRP, or FRK and FRP
jointly, shall be entitled to appoint a Committee Member to fill such
vacancy. The Committee Member shall serve in such office until such
Committee Member is removed in accordance with this Section 4.2, or
until the earlier resignation or death of such Committee Member. Any
Committee Member may be removed at any time with or without cause by
the Member that appointed that Committee Member, or, in the case of
the jointly appointed Committee Member, by either Member.

4.3 Meetings of the Management Committee.

(a) Each Committee Member shall have one vote. The Management
Committee may act only by (i) majority vote of the Committee Members
in attendance at a duly called meeting of the Management Committee at
which a quorum is present in person or by proxy or (ii) by unanimous
written consent of all of the Committee Members. Committee Members
may grant their proxy to any other Committee Member to vote on their
behalf.

(b) The Management Committee shall elect a Chairman who shall
preside at meetings of the Management Committee. The Chairman shall
establish and announce the schedule and location for regular meetings
of the Management Committee, which shall be no less frequently than
quarterly. Regular meetings may be held as scheduled by the Chairman
without any additional notice of the time, place or purpose of the
meeting.
(c) The Management Committee may hold special meetings upon
the call of any Committee Member. Except as to a Committee Member who
waives notice in writing (before or after a meeting), prior notice of
the date, time and place of the meeting and the purpose for which such
meeting has been called shall be given to each Committee Member at
least three Business Days prior to such meeting. A Committee
Member's attendance at or participation in a meeting waives any
required notice to such Committee Member of the meeting unless such
Committee Member, at the beginning of the meeting or promptly upon
arrival at the meeting, objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to
action taken at the meeting.

(d) All of the Committee Members must be present, in person
or by proxy, in order to establish a quorum at a meeting of the Management
Committee.

(e) Committee Members may participate in a meeting of the
Management Committee by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at such meeting.

4.4 Business Plan. The Management Committee shall prepare and
approve a Business Plan in advance for each Fiscal Year, which shall
be subject to the approval of the Members. If at any time after the
Company's first Fiscal Year the Members and Management Committee do
not approve the Business Plan prior to the beginning of the next
Fiscal Year, the previously approved Business Plan shall continue

<PAGE>

to govern (but with a 5% increase in all budgeted amounts) until
approval by the Members and Management Committee of the new Business
Plan.

4.5 Officers of the Company.

(a) The Company shall have such officers as may be designated
from time to time by the Management Committee, who shall, unless and until
removed from office, act as agents of the Company, have such powers
as are usually exercised by comparably designated officers of a
Florida corporation and have the power to bind the Company through
the exercise of such powers, subject to the limitations imposed by
this Agreement and any other limitations imposed by the Management
Committee. The officers shall operate within the scope of the
approved Business Plan, and any material deviations from the approved
Business Plan shall require prior approval of the Members provided,
however, that deviations in individual line items of the operating
and capital expense budgets shall not require prior approval from the
Members provided that the overall deviations do not exceed 10% for
the applicable Fiscal Year. The Management Committee shall determine
the compensation, if any, for the officers appointed by it.

(b) The Management Committee shall designate which officers
are to report directly to it.

(c) The Management Committee may remove any officer at any
time with or without cause; provided, however, that such removal
shall not affect the rights of the Company or of such officer under
any written agreement between the Company and such officer except in
accordance with the terms of such written agreement (if any).

(d) An officer may resign as an officer at any time by written
notice to the Management Committee. The resignation shall become
effective when the Company receives the notice unless a later
effective date is specified in the notice.

(e) The officers of the Company shall not have the authority to
commence any litigation on behalf of the Company without the prior
approval of the Management Committee.

4.6 Approval Rights of FRP and FRK. Notwithstanding anything in
this Agreement to the contrary, the following actions by the Company
shall require the affirmative, unanimous vote of the Members:

(a) any capital calls in excess of the amount specified in
Section 2.5(a);

(b) the selection or replacement of a third party
developer;

(c) Entry into any agreement with any Affiliate;

(d) The adoption of a plan of merger or consolidation
involving the Company;

(e) The sale, lease, exchange, pledge or other disposition
of a significant portion (greater than 20% in value) of the assets of
the Company in a single or series of related transactions;

(f) Any transaction causing the Company to incur any
indebtedness except to the extent authorized in the Business Plan
approved by the Members;

<PAGE>

(g) The admission of any new Member or the creation of any
new class of Membership Interests;

(h) The amendment of the Articles of Organization of the
Company or of this Agreement;

(i) Causing the Company to be merged, combined or
consolidated with any other entity;

(j) Adopting overall financial policies for the Company
including, without limitation, adopting or changing significant tax
or accounting principles or policies except as authorized in the
Business Plan approved by the Members;

(k) Assuming, guaranteeing, endorsing or otherwise
becoming liable for the obligations of any other Person except as
authorized in the Business Plan approved by the Members;

(l) Dissolving the Company; and

(m) Declaring bankruptcy of the Company, making an
assignment for the benefit of its creditors, seeking the appointment
of a trustee, receiver or liquidator of the assets of the Company, or
any similar action.

For purposes of this Agreement, any matter that requires the
affirmative vote of the Members shall be deemed to require the
affirmative vote of all of the Members (i.e. both FRK and FRP).

4.7 Other Activities of Members and Committee Members. The Members
and the Committee Members currently may be engaged in other business
ventures which are similar to the anticipated business of the
Company. Unless otherwise prohibited or restricted by any separate
agreement, the conduct of such ventures by any Member or Committee
Member or the commencement of business ventures similar to the
business of the Company by any Member or Committee Member at a later
time shall not constitute a breach of the duty of loyalty owed by
such Member or Committee Member to the Company or its Members under
the Act. Nothing in this Agreement shall be deemed to create any
right in any Member to participate in any other business ventures of
the other Members.

4.8 Salaries of Committee Members. Each Committee Member shall
receive compensation as may be determined by the Members from time to
time and shall be entitled to reimbursement of reasonable and
necessary business expenses advanced on behalf of the Company.

SECTION 5

BUYOUT EVENTS AND TRANSFERS

5.1 Put and Call Buy-Sell.

(a) Upon the occurrence of a Triggering Event, any Eligible Member
(the "Offeror") may elect, within the 120 day period following the
occurrence of the Triggering Event, to give written notice (the
"Buy/Sell Notice") to the other Member (the "Offeree") designating a
buy/sell price (the "Buy/Sell Price") and payment terms and stating
that the Buy/Sell Notice is delivered pursuant to this Section 5.1.
The Buy/Sell Notice shall constitute both (i) an offer by the Offeror
to sell the Offeror's Membership Interest to Offeree at the Buy/Sell
Price, and (ii) an offer by the Offeror to buy the Offeree's
Membership Interest at the Buy/Sell Price (in each case, free and
clear of all liens

<PAGE>

and encumbrances on such Membership Interest).

(b) The Buy/Sell Notice shall be irrevocable for a period of thirty
(30) days following the date of the Buy/Sell Notice (the "Irrevocable
Period"), and the Offeree may, by written notice to Offeror during
such Irrevocable Period, either accept the Offeror's offer to sell,
or accept the Offeror's offer to buy (but may not accept both), and
upon acceptance, the Offeror and the Offeree shall be required to
sell or to buy, as applicable. After receipt of a proper Buy/Sell
Notice, no other Buy/Sell Notice may be issued by either Member.

(c) If the Offeree fails to accept either offer within the
Irrevocable Period, the Offeree shall be deemed to have accepted the
Offeror's offer to buy the Offeree's Membership Interests to Offeror
at the Buy/Sell Price.

(d) Unless otherwise agreed by Offeror and Offeree, the closing of
such purchase and sale pursuant to this Section 5.1 shall take place
at the principal office of the Company on the fortieth (40th)
business day after the end of the Irrevocable Period. All such
closing, the Member required to buy (the "Buy/Sell Buyer") the
Membership Interest of the other Member (the "Buy/Sell Seller") shall
pay the Buy/Sell Price to the Buy/Sell Seller in accordance with the
terms of the Buy/Sell Notice. At such closing, the Buy/Sell Buyer (i)
shall cause the Company to pay any indebtedness owed by the Company
to the Buy/Sell Seller and (ii) shall cause the Buy/Sell Seller to be
released from liability under any guarantees executed by the Buy/Sell
Seller of the Company's indebtedness. The Buy/Sell Seller shall be
obligated to deliver to Buy/Sell Buyer a properly executed assignment
of its entire Membership Interest, free and clear of all liens and
encumbrances on such Membership Interest, but if the Buy/Sell Seller
fails to do so the Buy/Sell Buyer may execute such assignment on
behalf of the Buy/Sell Seller pursuant to the power of attorney
described in Section 5.3 below.

5.2 Right of First Refusal.

(a) FRK may Transfer its Membership Interest at any time to
a wholly-owned direct or indirect subsidiary of FRK, and FRP may transfer
its Membership Interest at any time to a wholly-owned direct or indirect
subsidiary of Patriot, and in either case the subsidiary shall be
admitted as a Member of the Company (any transfer pursuant to this
sentence as referred to as a "Permitted Transfer"). All Transfers by
a Member other than pursuant to Sections 5.1, 5.2 or this 5.3(a)
shall require compliance with this Section 5.3.

(b) Prior to making any Transfer of any portion of its Membership
Interest other than a Permitted Transfer, the Member desiring to make
the Transfer (for purposes of this Section 5.3, the "Selling Member")
shall give written notice (the "First Refusal Notice") to the other
Member (the "Non-Selling Member"). The First Refusal Notice shall
contain a full description of the purchase price (including the cash
equivalent value of any property to be received by the Selling Member
in the Transfer) and the terms and conditions of the proposed
disposition (including the identity of the proposed transferee). The
First Refusal Notice shall constitute an offer by the Selling Member
to sell all, but not less than all, of its Membership Interest to the
Non-Selling Member in accordance with the terms set forth in the
First Refusal Notice and the other provisions hereof.

(c) The Non-Selling Member shall have the right to purchase
all, but not less than all, of such Selling Member's Membership Interest
in the Company by giving written notice to the Selling Member at any
time before the expiration of thirty (30) days after the date the
First Refusal Notice is received (the "First Refusal Exercise
Period"). Such notice of acceptance must specify a closing date for
the purchase, which date shall be not later than sixty (60) days
after the date notice of acceptance is given.


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(d) If the Non-Selling Member does not agree to purchase all of
the Membership Interests offered by the Selling Member prior to the end
of the First Refusal Exercise Period, the Selling Member, for a
period of sixty (60) days immediately thereafter, shall be entitled
to sell all of its Membership Interest to the third party designated
in the First Refusal Notice on terms not more favorable to the buyer
than to those set forth in the First Refusal Notice; provided,
however, that any the purchaser shall not be admitted as a Member of
the Company until the purchaser executes a counterpart of this
Agreement agreeing to be bound by all of the terms of this Agreement
and to comply with all of the requirements imposed on Members
hereunder.

(e) The purchase price of any Membership Interest in the Company
transferred pursuant to this Agreement shall be paid at the closing
in immediately available funds (or in accordance with other terms
specified in the First Refusal Notice) against delivery of as
assignment of the Selling Member's Membership Interest free and clear
of all pledges, liens, and encumbrances.

5.3 Power of Attorney. Each Member hereby irrevocably designates
and appoints the purchasing Member as such Member's lawful attorney-
in-fact to execute any documents and to take whatever actions are
necessary to transfer ownership of such Member's Membership Interest
upon the books of the Company upon the purchase of such Member's
Membership Interest pursuant to Sections 5.1 or 5.2 hereof, as
applicable. Any transfer of such Membership Interest on the books of
the Company pursuant to this provision shall be deemed to be an
effective transfer of the Membership Interest provided that the
purchasing Member has tendered the purchase price to the other Member
in accordance with Sections 5.1 or 5.2, as applicable.

SECTION 6

DISTRIBUTIONS

6.1 General. Except as otherwise provided in this Agreement, the
Company shall make Distributions to the Members at such times and in
such amounts as the Management Committee may determine from time to
time. All Distributions to