PURCHASE MONEY NOTE

EXHIBIT 10.28
CONFIDENTIAL TREATMENT REQUESTED

PURCHASE MONEY NOTE

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Dated of: April __, 2005

     FOR VALUE RECEIVED, BRHP, LLC, a Florida limited liability company and TERRY W. STILES, a natural person (collectively, the “ Borrower ”), jointly and severally, promise to pay to OFFICE DEPOT, INC., a Delaware corporation (the “ Lender ”) the principal sum of [ * ] (the “ Principal Amount ”) together with interest thereon as provided herein (collectively, the “ Indebtedness ”).

1. Defined Terms. As used herein:

     (a) “ Base Rate ” shall mean a per annum rate of interest equal to the greater of: (i) four percent (4%), and (ii) the LIBO Rate plus 125 basis points.

     (b) “ Default Rate ” shall mean the maximum rate of interest permitted by applicable law.

     (c) “ LIBO Rate ” shall mean shall mean the rate for deposits in U.S. dollars for thirty (30) day periods, which appears on the Telerate Access Service Page 3750 (or any successor thereto) as the London Interbank Offering Rate as of 11:00 a.m., London time, on the day that is two (2) Business Days prior to the date of this Note, rounded to the nearest 1/1000 of 1%.

     (d) “ Maturity Date ” shall mean December 30, 2005.

     (e) “ Mortgage ” shall mean that certain first priority Purchase Money Mortgage granted by BRHP, LLC to the Lender as of the date hereof, as the same may be amended, modified, replaced and/or extended from time to time, encumbering certain real property located in Palm Beach County, Florida.

     (f) “ Note ” shall mean this Purchase Money Note, as the same may be amended, modified, replaced and/or extended from time to time.

     (g) “ Purchase Agreement ” that certain Agreement for Purchase and Sale, dated as of February ___, 2005 by and between Lender and Stiles Corporation (“ Stiles ”).

     (h) “ Pledge Agreement ” shall mean that certain Pledge and Security Agreement, dated as of the date hereof, by and between Stiles and Lender, as the same may be amended, modified, replaced and/or extended from time to time, pursuant to

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which Stiles’ pledged to Lender all of its right, title and interest in and to its membership interest in BRHP, LLC.

2. Interest Rate . Prior to maturity, whether by passage of time or by Lender’s sooner declaration that the entire Indebtedness is due in accordance with the terms hereof, the Principal Amount of this Note, or so much thereof as may be outstanding from time to time, shall bear interest at a per annum rate equal to the Base Rate. Following maturity, whether by acceleration or otherwise, the Principal Amount of this Note, or so much thereof as may be outstanding from time to time, shall bear interest at the Default Rate.

3. Payments .

     (a) Payments under this Note shall be due and payable, without notice or demand, as follows:

     (b) Borrower may, from time to time, prepay all or any portion of the Principal Amount, provided that any such prepayment shall be accompanied by an amount representing all accrued interest on the portion of the Principal Amount being prepaid, together with all other amounts then due and payable under the Loan Documents (herein defined).

4. Nature of Note; Note Secured by Mortgage and Pledge Agreement . This Note is the PM Note referred to in the Purchase Agreement. This Note and the Indebtedness evidenced hereby are secured by, among other things, the Mortgage and the Pledge Agreement. In enforcing its rights under this Note, the Mortgage and/or the Pledge Agreement (together with any other documents evidencing and/or securing the Indebtedness, collectively, the “ Loan Documents ”) the Lender shall have the right to enforce its remedies with respect to any of the Loan Documents, or any combination thereof, and either simultaneously or in such order as the Lender shall deem to be in its best interest.

5. Interest Rate Limitations . At no time shall the Borrower be obligated or be required to pay interest at a rate which is in excess of the maximum interest rate permitted by applicable law, or which could subject the Lender to liability as a result of being in excess of the maximum rate which the Borrower is permitted by law to contract or agree to pay. If by the terms of this Note the Borrower is at any time required or obligated to pay interest at a rate in excess of such maximum rate, then (1) the rate of interest under this Note shall be deemed to be immediately reduced to such maximum rate; (2) interest payable under this Note shall be computed at such maximum rate; and (3) any prior interest payments made, pursuant to this Note, in excess of such maximum

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rate shall be applied, and shall be deemed to have been payments made, in reduction of the Principal Amount.

6. Default Rate

     If the entire Indebtedness is declared to be due and payable by the Lender pursuant to the provisions of any Loan Document, or if the Indebtedness is not paid in full on the Maturity Date, then the Borrower shall pay interest on the unpaid balance of this Note, from the date of such acceleration of the Maturity Date (or the Maturity Date, if the Principal Amount has not been previously accelerated), until the date on which the Indebtedness has been paid in full (whether before or after judgment), at a rate per annum equal to the Default Rate provided, however, that such interest rate shall in no event exceed the maximum interest rate which the Borrower may by law pay.

7. Borrower’s Power And Authority . The Borrower, and the undersigned representative of the Borrower, represent and warrant and covenant that the Borrower has full power, authority and legal right to execute and deliver this Note and that the obligations of the Borrower under this Note constitute valid and binding obligations of the Borrower.

8. Borrower’s