REAL ESTATE PURCHASE AND SALE CONTRACT

Exhibit 10.2

REAL ESTATE PURCHASE AND SALE CONTRACT

(Instructions throughout the contract are in italics in “(    )” brackets.)

and GWINNETT CLINIC, LTD. (check one) ¨ an individual, or x a state of Georgia corporation (“Purchaser”).

Purchaser will have five (5) days after receipt of the Title Commitment to make written title and survey

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objections to Seller (the “Objections”). Objections must be limited to matters which substantially and adversely affect title to the Property. If Purchaser does not give Seller written notice of Objections within the time period specified. Purchaser will have waived the right to raise Objections, will accept any and all deficiencies without postponement of Closing (as defined in Section 11), and will close under the terms of the Contract.

If Purchaser timely delivers Objections to Seller. Seller will have until the Closing Date (as defined in Section 11) to cure same. Seller has the right, in its sole discretion, to extend the Closing Date up to ninety (90) days from the original Closing Date in order to resolve Objections (the “Extended Closing Date”). Seller's intention to extend must be provided in writing to Purchaser on or before the Closing Date.

Seller may notify Purchaser at any time that Seller declines to cure one or more of the Objections. Purchaser has five (5) days from the receipt of such declination to make the election described below. If Seller fails to give notice of declination and fails to cure any of the Objections by the Closing Date or the Extended Closing Date, as applicable, Purchaser has five (5) days after such Closing Date or Extended Closing date, as applicable, to make the election described below. The election Purchaser has, in either event described above, is to either (i) terminate the Contract and obtain the Earnest Money per Section 16 of this Contract, or (ii) waive the unsatisfied Objections and complete the purchase under the terms of this Contract. Failure by the purchaser to make an election within the time frame specified in this paragraph will be treated as an election of option (i) above.

INSPECTION PERIOD: Purchaser will have a period of ten (10) days from and after the Effective Date to examine the Property and to conduct such physical tests, inspections, surveys, and other investigations as are reasonably necessary to determine whether the Property is suitable for Purchaser’s intended purpose (the “Inspection Period”). Seller shall use reasonable efforts to provide to Purchaser copies of any of the following items which Seller has in its possession and which are readily available to Seller: surveys, title policies, environmental reports and other due diligence materials related to the Property (collectively, the “Reports”). Purchaser acknowledges and agrees that Seller makes no representations whatsoever regarding the validity of the content or form of any of the Reports. In furtherance of, and in no way limiting the any disclaimers of Seller contained in the Contract, Purchaser acknowledges and agrees that Seller shall have no liability whatsoever for the Reports and/or the Purchaser’s reliance on the Reports. Notwithstanding the above, (a) Purchaser will give Seller reasonable notice of Purchaser’s intention to enter onto the Property; (b) Purchaser must obtain written approval from Seller before Purchaser conducts any tests on the Property; and (c) Seller may require that a representative of the Seller accompany Purchaser or its agents while they are on the Property. Purchaser’s tests and other inspections will not unreasonably interfere with the use and occupancy of the Property by Seller or Seller’s tenants. In the event that the transaction contemplated by this Contract does not close for any reason. Purchaser is obligated to restore the Property to its condition prior to Purchaser’s entry. This obligation will survive termination of this Contract. Purchaser will pay for all such tests and inspections.

A copy of every report of every test and inspection conducted by Purchaser on the Property, including but not limited to, any survey and any Environmental Report or Environmental Site Assessment, will be delivered to Seller within five (5) days after such report is received by Purchaser. Purchaser agrees to indemnify Seller, hold it harmless from, and defend it against any claims, causes of action, damages and expenses (including attorney’s fees) in any way arising out of (a) Purchaser’s or Purchaser’s agents’ presence on or about the Property, or (b) any test or inspection conducted by Purchaser on the Property. Such indemnity will survive the closing or any termination of this Contract and will not be merged therein.

If Purchaser reasonably determines that the Property is unsuitable for Purchaser’s intended purpose. Purchaser may terminate this Contract by delivery of written notice to Seller prior to the expiration of the Inspection Period. In such event the Earnest Money will be returned to the Purchaser, and thereafter neither party will have any further rights or obligations under this Contract.

Should Purchaser fail to terminate the Contract prior to the expiration of the Inspection Period, Purchaser will be obligated to close the transaction without postponement of the Closing Date, under the terms of this Contract. Any termination of this Contract by Purchaser after the expiration of the Inspection Period will entitle Seller to retain the Earnest Money as liquidated damages as provided in Section 16.

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CONVEYANCE OF TITLE: Seller will convey the Property by Special Warranty Deed (the “Deed”) subject to all easements, rights-of-way, exceptions, covenants, conditions, restrictions, encroachments, reservations, encumbrances, access limitations, and all other matters or conditions affecting the Property (including any Objections Seller has declined to cure and Purchaser has waived, per Section 6 above). Any personalty that may be owned by Seller that is situated on the Property at Closing will be conveyed to Purchaser by Quitclaim Bill of Sale.

PROPERTY CONDITION: PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT:

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Any incorrect information on the PEC will constitute a breach of this Contract by the Purchaser. Should the Seller determine prior to Closing that any portion of the Purchaser’s completed PEC is incorrect. Seller may terminate the Contract and retain the Earnest Money per Section 16 of this Contract and may pursue other sanctions provided by law.

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(If none of the attachments listed below are used, write “None” on the first line.)

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IN WITNESS WHEREOF, the parties have affixed their signatures hereto on the dates set forth beneath their signatures.

PURCHASER:

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ATTACHMENT “A”

PROPERTY DESCRIPTION

(See Attached)

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ATTACHMENT “B”

PURCHASER ELIGIBILITY CERTIFICATION

(See Attached)

Sale/Loan Pool Number(s):                                 

The purpose of the Purchaser Eligibility Certification is to identify Prospective Purchasers who are not eligible to purchase assets of failed financial institutions from the Federal Deposit Insurance Corporation under the laws, regulations and policies governing such sales. Completion of the Purchaser Eligibility Certification, without modification, is a prerequisite to any such purchase.

DEFINITIONS

Affiliated Business Entity. An Affiliated Business Entity of a Prospective Purchaser means its spouse, dependent child or any member of its household; or any entity that directly or indirectly is under the control of the Prospective Purchaser, controls the Prospective Purchaser or is under common control with the Prospective Purchaser.

Associated Person. An Associated Person of a Prospective Purchaser who is an individual is (1) the Prospective Purchaser’s spouse or dependent child or any member of the household, (2) a partnership in which the Prospective Purchaser is or was a general or limited partner, or (3) a corporation of which the Prospective Purchaser is or was an officer or director. An Associated Person of a Prospective Purchaser that is an entity is (1) any individual or entity that, acting individually or in concert with one or more individuals or entities, owns or controls 25 percent or more of the Prospective Purchaser; or (2) a managing or general partner of the Prospective Purchaser.

Contractor. A Contractor is any individual or entity that has submitted an offer to the FDIC to perform services or has a contractual arrangement with the FDIC to perform services.

Delinquent Obligation. A Delinquent Obligation is any debt or duty to pay money to the FDIC in excess of $50,000 (in the aggregate for all such debts or duties) that is more than 60 days delinquent, or any other failure to comply with the terms and conditions of a written agreement with the FDIC that continues for more than sixty (60) days following notice. A Delinquent Obligation does not include any debt that has been settled, nor any debt that has been sold or transferred by the FDIC, nor any debt for which the FDIC has reported forgiveness of debt through the issuance of an IRS form 1099, nor any debt discharged in bankruptcy.

Failed Institution. A Failed Institution is any bank or savings association that has been under the conservatorship or receivership of the FDIC or of the Resolution Trust Corporation. It includes any entity owned and controlled by such a bank or savings association.

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FDIC. FDIC means the Federal Deposit Insurance Corporation, whether acting in its corporate capacity or as conservator or receiver of a Failed Institution.

Prospective Purchaser. A Prospective Purchaser is any individual or entity that has made or intends to make an offer to purchase assets of a Failed Institution from the FDIC. For all purposes of this Certification, an “entity” includes any entity with a legally independent existence, including, without limitation, a trustee; the beneficiary of at least a 25% share of the proceeds of a trust; a partnership; a corporation; an association; or any other organization or society.

Substantial Loss. A Substantial Loss is (i) any debt or duty to pay money to the FDIC or a Failed Institution that has an outstanding balance of more than $50,000 and that is more than 90 days past due; (ii) an unpaid final judgment of more than $50,000 regardless of whether it is forgiven in a bankruptcy proceeding; (iii) a deficiency balance following a foreclosure sale of more than $50,000 regardless of whether it is forgiven in a bankruptcy proceeding; or (iv) any loss of more than $50,000 reported on an IRS Form 1099-C (Information Reporting for Discharge of Indebtedness).

ELIGIBILITY CERTIFICATION

The undersigned hereby certifies that all of the following statements are true, correct and complete when made and will be true at closing of the sale.

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PROSPECTIVE PURCHASER INFORMATION

IN WITNESS WHEREOF, the undersigned has executed this Certification as of this 23^rd day of April, 2009.

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ATTACHMENT “C”

CONFIDENTIALITY AGREEMENT

(See Attached)

This CONFIDENTIALITY AGREEMENT (“Agreement”) is made as of this              day of                     , 20     , by and between the Federal Deposit Insurance Corporation, in the capacity set forth on the signature page hereof (“FDIC”), and

(1)                                                              (an individual) or

(2) GWINNETT CLINIC, LTD., a corporation organized under the laws of the State of Georgia (“Purchaser”).

WHEREAS, FDIC has offered for sale certain real property together with any improvements thereon (“Property”) more particularly described in Exhibit A, attached hereto and incorporated herein;

WHEREAS, Purchaser has expressed an interest in purchasing the Property;

WHEREAS, in consideration of FDIC, its agents and representatives furnishing Purchaser with information regarding the Property, which information is contained in the documents identified in Exhibit B attached hereto and incorporated herein, and which information is non-public, confidential, or proprietary in nature, Purchaser agrees to make certain agreements regarding such information, as well as all notes, analyses, compilations, studies, or other documents, whether prepared by Purchaser or others, which contain or otherwise reflect such information (such information, and such documents, are collectively herein referred to as the “Evaluation Material”).

NOW, THEREFORE, in consideration of the promises and mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, FDIC and Purchaser enter into this Agreement:

Section 1. Term. This Agreement shall become effective as of the date first written above and shall terminate only upon consummation of a purchase and sale transaction relating to the Property between FDIC and Purchaser, resulting in FDIC no longer being the recorded title holder of the Property.

Section 2. Limitation on Use. Purchaser shall use the Evaluation Material solely for the purpose of evaluating the suitability of the Property for purchase and the preparation of a bid for such purchase, and for no other purpose.

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Section 3. Limited Access. Without the prior, written consent of FDIC, to be granted or withheld in FDIC’s sole discretion, Purchaser shall not disseminate or divulge the Evaluation Material to any person or entity, other than as set forth below. Purchaser shall limit access to the Evaluation Material to such persons or entities who have a need to know the information contained in the Evaluation Material for the purpose of advising Purchaser on the suitability of the Property for purchase (including, without limitation, any prospective institutional lender from whom Purchaser may seek financing for the purchase) and assisting Purchaser in the preparation of a bid for such purchase. Purchaser shall keep a record of the recipients of the Evaluation Materials. Purchaser shall be responsible for any breach of the Agreement by its partners, directors, officers, employees, agents, representatives, affiliates, successors, or assigns. Without the prior written consent of FDIC, which consent may be withheld in its sole discretion, Purchaser shall not directly or indirectly, contact, seek, or attempt to seek any information from any person other than FDIC regarding the Evaluation Material.

Section 4. Confidentiality. Purchaser agrees that Purchaser shall ensure that all persons or entities to whom it discloses the Evaluation Material shall keep the Evaluation Material confidential. This Agreement shall be inoperative as to particular portions of the Evaluation Material if such information (i) becomes generally available for the public other than as a result of a disclosure by Purchaser, its partners, directors, officers, employees, agents, representatives, affiliates, successors or assigns; (ii) was available to Purchaser on a non-confidential basis prior to its disclosure to Purchaser by FDIC; (iii) becomes available to Purchaser on a non-confidential basis from a source other than FDIC which source, insofar as is known to Purchaser after reasonable inquiry, is not prohibited from making the disclosure to Purchaser; or (iv) is independently developed by Purchaser without use of the Evaluation Material.

Section 5. Return of Documents. Unless otherwise directed by FDIC, Purchaser shall return and ensure that all persons or entities to whom it has disclosed the Evaluation Material shall return all copies of the Evaluation Material (whether prepared by Purchaser or others) to FDIC, upon the earliest of: (1) the fifth (5th) business day after receipt by Purchaser of notice from FDIC that FDIC has not accepted Purchaser’s bid to purchase the Property; or (2) the sixtieth (60th) day following the submission by Purchaser of its bid, whether of not Purchaser has received any notice from FDIC regarding such bid. Purchaser will inform FDIC immediately of any improper disclosure of any of the Evaluation Material, and of any breach of any provision of this Agreement, which may come to Purchaser’s attention. The return of all Evaluation Material to FDIC, as required by this Section 5, shall not relieve Purchaser of its obligations created by this Agreement regarding confidentiality and use of the Evaluation Material.

Section 6. Other Disclosure. To the extent that Purchaser is required to disclose the Evaluation Material pursuant to the requirements of any legal proceeding, Purchaser shall notify FDIC within one (1) business day of its knowledge of such legally required disclosure so that FDIC may seek an appropriate protective order and/or waive the Purchaser’s compliance with this Agreement. Notice shall be both by telephone and in writing. In the absence of a protective order or waiver, Purchaser may disclose that portion of the Evaluation Material which is required to be disclosed pursuant to such legal proceeding if, in the written opinion of its counsel, failure to disclose such Evaluation Material in any tribunal would subject Purchaser to liability for contempt, censure or other legal penalty or liability.

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Section 7. Liability. If FDIC determines that Purchaser has breached any provision of this Agreement, FDIC may in its sole discretion, exercise any of all legal or equitable rights or remedies to which FDIC is entitled on account of Purchaser’s breach. FDIC shall not be deemed to have waived any of its rights or remedies on account of its failure, delay or forbearance in exercising any such right or remedy in a particular instance.

Section 8. Indemnification. Purchaser shall defend, indemnify and hold harmless FDIC from and against any and all claims, demands, causes of action, losses, damages, liabilities, judgments, costs, and expenses (including attorneys’ fees) asserted against or incurred by FDIC as a result of any violation of, or failure to comply with, the provisions of this Agreement by Purchaser or any person or entity to whom it has disclosed the Evaluation Material.

Section 9. Release of FDIC. Purchaser acknowledges and understands that some or all of the Evaluation Material may have been prepared by parties other than FDIC, and further acknowledges and understands that FDIC expressly disclaims all representations and warranties either express or implied, including, but not limited to any implied warranty of merchantability or fitness for a particular purpose, and any warranty with respect to the content, completeness or accuracy of the Evaluation Material. Purchaser is responsible for assuring itself as to the content, completeness, or accuracy of the Evaluation Material, and any reliance on the Evaluation Material shall be solely at Purchaser’s risk. Purchaser hereby releases FDIC from all claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys’ fees) asserted against or incurred by Purchaser by reason of Purchaser’s reliance on or knowledge of the Evaluation Material or by any other reason.

Section 10. Effect of Invalid Provision. The invalidity or unenforceability of any provision of this Agreement shall not affect or limit the validity or enforceability of any other provision hereof and such invalid or unenforceable provision shall be construed or deemed amended by the parties only to the extent necessary to make it valid and enforceable.

Section 11. Miscellaneous. This Agreement represents the entire agreement between the Purchaser and FDIC relating to the receipt, use, and disclosure of the Evaluation Material, and may be amended only by written agreement of the parties hereto. This Agreement shall apply to and be binding upon Purchaser and its partners, directors, officers, employees, agents, representatives, affiliates, successors and assigns. The representative(s) signing this Agreement on behalf of the Purchaser represents that he or she is fully authorized to enter into the terms and conditions of this Agreement and to bind legally Purchaser. The construction, interpretation, and performance of this Agreement shall be governed by the laws of the United States of America, and to the extent that state law would apply under applicable federal law, the laws of the state where the Property is located, without regard to conflicts of law principles thereof. Notices under this Agreement shall be addressed to the parties at the following addresses:

If to FDIC, to:

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If to Purchaser, to:

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, FDIC and the Purchaser have executed this Agreement effective as of the day and year first above written.

FDIC:            Federal Deposit Insurance Corporation

(check one)

x    as Receiver of ALPHA BANK & TRUST

¨    in its corporate capacity as liquidator of

¨    as successor in interest to                                              , as Receiver of

EXHIBIT A – Property Description

EXHIBIT B – Evaluation Material

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ATTACHMENT “D”

FF&E

For and in consideration of $75,000.00, to be paid by Purchaser to Seller in addition to the Purchase Price, Seller agrees to quitclaim to Purchaser at Closing all right, title and interest of Seller in and to the night deposit box, ATM machine, safety deposit boxes, vault door, and all drive thru facilities and other personal property located on the Property as of the date hereof (collectively, the “Personal Property”). Such Personal Property shall be sold on an “as is, where is” basis, pursuant to a quitclaim bill of sale prepared by Seller, and Seller shall make no warranty of title, merchantability, fitness, condition, compliance with laws or freedom from defects with respect to any such personal property. Additionally, notwithstanding anything contained herein, in no event shall Seller convey to Purchaser any proprietary information, any bank documents, or any other Personal Property prohibited to be transferred by governmental law or regulation.

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