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remedies available for a breach of the Franchise Agreement, in addition to any other remedies the parties may have under this Transfer Agreement at law or equity. Section 10. MISCELLANEOUS  PROVISIONS. 1.   EFFECTIVE DATE. This Transfer Agreement shall be  effective  and binding upon the  parties hereto once it has been signed by all the parties hereto. 2.    BINDING ACCEPTANCE. This Transfer Agreement shall  bind and benefit the parties  hereto and their respective heirs, beneficiaries, administrators, executors,  receivers,  trustees,  successors and assigns, and the promises and obligations herein shall survive the expiration date hereof. Any purported  assignment of this Transfer Agreement is void without the express written consent of the parties hereto. 3.    VOLUNTARY  AGREEMENT.  This  Transfer  Agreement  is  freely  and  voluntarily  given  by each party, without any duress or coercion,  and after  each party has consulted with its  counsel. Each  party  has  carefully  and  completely read  all  of  the  terms  and  provisions  of  this Transfer Agreement. Neither any of the  Companies, nor any of their  affiliates,  nor the County, will take any action to challenge any provision  of this Transfer Agreement;  nor will they participate with any other person or entity in any such challenge. 4.    SEVERABILITY. If any term, condition or provision of this Transfer Agreement  shall, to any extent, be held to be invalid, preempted or unenforceable, the remainder hereof shall be valid in all other respects and continue to be  effective. 5.    COUNTERPARTS. This Transfer Agreement may be executed in several  counterparts, each of which when so executed shall be deemed to be an original copy, and all of which together  shall constitute  one agreement binding  on all parties hereto, notwithstanding  that all parties  shall not have signed the same counterpart. 6.    CONFORMING  AMENDMENTS  TO  FRANCHISE  AGREEMENT.  Pamassos  agrees  to accept mutually agreed upon amendments to the Franchise Agreement to the extent necessary  to reflect the Proposed Transactions or the provisions of this Transfer Agreement. 7.    GOVERNING  LAW.  This  Transfer  Agreement  shall  be  deemed  to  be  executed  in  Orange County, Florida, and shall be governed  and construed in all respects  by the laws of the State of Florida and applicable federal law. 8.    CAPTIONS  AND  REFERENCES.  The  captions  and  headings  of  sections  throughout  this Transfer  Agreement  are  intended  solely  to  facilitate  reading  and  reference to  the  sections  and provisions of this Transfer  Agreement. Such captions and headings  shall not  affect  the meaning or interpretation of this Transfer Agreement. -6- 48

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