Exhibit 10.5 SECOND AMENDMENT TO LAND SALES CONTRACT BETWEEN BIGHAM FARMS INC. AND SOLOMAN LAM THIS SECOND AMENDMENT TO LAND SALES CONTRACT (the "Second Amendment"), is dated as of this 18th day of October, 2001, by and between Bigham Farms Inc....

                                                                    Exhibit 10.5

                     SECOND AMENDMENT TO LAND SALES CONTRACT
                    BETWEEN XXXXXX FARMS INC. AND XXXXXXX XXX


     THIS SECOND AMENDMENT TO LAND SALES CONTRACT (the "Second Amendment"), is
dated as of this 18th day of October, 2001, by and between Xxxxxx Farms Inc.
("Xxxxxx") and Xxxxxxx Xxx ("Xxx").

     WHEREAS, in November 2000, Xxxxxx and Xxx entered into a Land Sales
Contract (the "Contract") which gave Xxx the option (the "Option") to purchase
approximately 2,300 acres (the "Property") located in Adamsville, Florida from
Xxxxxx for a purchase price of $8,050,000;

     WHEREAS, pursuant to Article 4 of the Contract, if Xxx chose to exercise
the Option, the closing date would have to occur prior to September 1, 2001;

     WHEREAS, on August 22, 2001, Xxxxxx and Xxx entered into an Addendum to the
Contract (the "First Addendum") to extend the closing date for the exercise of
the Option under the Contract to March 1, 2002, but which referenced the date of
the Contract as August 22, 2001, rather than November 2000; and

     WHEREAS, Xxxxxx and Xxx now wish to clarify the First Addendum and formally
amend Article 4 of the Contract;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Xxxxxx and Xxx hereby agree as follows:

1.   The Contract shall be amended by modifying Article 4 so that, as amended,
it shall read as follows:

     4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and
     possession delivered on or before March 1, 2002, unless extended by other
     provisions of this Contract. If on Closing Date insurance underwriting is
     suspended, BUYER may postpone closing up to 5 days.

2.   Unless otherwise specifically amended herein, all other terms of the
Contract shall remain in full force and effect.


                         [SIGNATURES ON FOLLOWING PAGE]



     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Second Amendment as of the day and year first above written.




                                     XXXXXX FARMS INC.



                                     By: /s/ Xxxxxxx X. Xxxxxx
                                         ---------------------------------------
                                         Xxxxxxx X. Xxxxxx



                                         /s/ Xxxxxxx Xxx
                                         ---------------------------------------
                                         Xxxxxxx Xxx