BY AND BETWEEN





                    SUPERSTOCK, INC., A FLORIDA CORPORATION,





                                    AS SELLER





                                       AND





               NL VENTURES IV, L.P., A TEXAS LIMITED PARTNERSHIP,





                                  AS PURCHASER









                           FOR THE SUPERSTOCK FACILITY



                             7660 CENTURION PARKWAY

                       JACKSONVILLE, DUVAL COUNTY, FLORIDA







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                           SALE AND PURCHASE AGREEMENT



      THIS SALE AND PURCHASE  AGREEMENT  (the  "Agreement")  is made and entered

into by and between SuperStock,  Inc., a Florida  corporation  ("Seller") and NL

Ventures IV, L.P., a Texas limited partnership,  and assigns ("Purchaser") to be

effective as of the date a fully executed original counterpart of this Agreement

is delivered to and received by the Title Company (the "Effective Date").



                                    RECITALS



      A. Seller is the owner of certain real property and  improvements  located

in the City of Jacksonville,  Florida,  which are more particularly described in

this Agreement as the "Project."



      B. Seller desires to sell to Purchaser,  and Purchaser desires to purchase

from  Seller,  the  Project,  upon  and  subject  to the  terms  and  conditions

hereinafter  set forth,  including  without  limitation,  the condition  that at

Closing  Purchaser and Seller shall enter into a long term  "absolute net" lease

of the Project with Purchaser as landlord and Seller as tenant (the "Lease").



                                   AGREEMENTS



      For and in  consideration  of the premises,  the respective  covenants and

agreements  herein set forth,  and other good and  valuable  consideration,  the

receipt and  sufficiency  of which is hereby  acknowledged  and  confessed,  the

parties hereto agree as follows:



                                    ARTICLE 1

                                   DEFINITIONS



      For purposes of this  Agreement,  unless  otherwise  defined herein or the

context otherwise requires,  capitalized terms used in this Agreement shall have

the respective  meanings  assigned to them in Annex A attached hereto and made a

part hereof for all purposes.



                                    ARTICLE 2

                                    PROPERTY



      Subject  to the terms and  provisions  hereof,  and for the  consideration

herein set forth,  Seller agrees to sell, and Purchaser agrees to purchase,  the

following described property located in the City of Jacksonville, Florida:



      2.1 Realty. All those certain tracts,  pieces or parcels of land described

in Exhibit A attached  hereto and made a part  hereof for all  purposes  (herein

referred to as the "Land"),  together with the buildings,  structures,  fixtures

(except for trade fixtures owned by Seller),  paving,  curbing,  trees,  shrubs,

plants,  and  other  improvements  and  landscaping  of every  kind  and  nature

presently situated on, in, or under, or hereafter (but prior to Closing) erected

or installed or used in, on, or about the Land (herein collectively  referred to

as the "Improvements"), and all rights and appurtenances pertaining thereto,





{PAGE}





including,  but not limited to: (i) all right,  title and  interest,  if any, of

Seller,  in and to any land in the bed of any  street,  road or  avenue  open or

proposed in front of or adjoining the Land; (ii) all right,  title and interest,

if any, of Seller, in and to any  rights-of-way,  rights of ingress or egress or

other interests in, on, or to, any land, highway,  street, road, or avenue, open

or proposed, in, on, or across, in front of, abutting or adjoining the Land, and

any awards made, or to be made in lieu thereof,  and in and to any unpaid awards

for damage  thereto by reason of a change of grade of any such highway,  street,

road, or avenue;  (iii) any easement across or adjacent to the Land, existing or

abandoned;  (iv) all right, title and interest, if any, of Seller, in and to all

sewage treatment capacity and water capacity and other utility capacity to serve

the Land and Improvements; (v) all right, title and interest, if any, of Seller,

in and to all oil,  gas, and other  minerals  in, on, or under,  and that may be

produced from the Land; (vi) any reversionary  rights  attributable to the Land;

(vii) all water  rights  appurtenant  to the Land;  and (viii)  all  development

rights,  zoning  classifications  (including,  without  limitation,  variances),

rights as to non-conforming  uses and/or  structures,  vested or "grand-fathered

rights" and other  entitlements  pertaining to the Land (the Land,  Improvements

and all of the other properties, rights and interests mentioned above are herein

collectively referred to as the "Realty");



      2.2 Personalty.  All personal property and equipment owned by Seller as of

the date hereof (or acquired by Seller prior to the Closing,  as herein defined)

and which is directly used in connection  with the  ownership,  use,  operation,

repair and  maintenance  of the  Realty  and is  located  on the Realty  (herein

collectively referred to as the "Personalty") including, but not limited to, all

gas and electric fixtures,  appliances and wiring, engines, boilers,  elevators,

escalators,   incinerators,   motors,  dynamos,  heating  and  air  conditioning

equipment,  sinks, water closets,  basins, pipes,  electrical systems,  faucets,

fire prevention and  extinguishing  apparatus,  central music and public address

systems,  burglar  alarms,  security  systems and  equipment,  shades,  awnings,

screens,  blinds,  installed carpeting,  lamps, drapes,  curtains,  spare parts,

materials and supplies for the ownership, use, operation, maintenance and repair

of the Realty or the  Personalty or both;  provided,  however,  such  Personalty

shall not include Seller's trade fixtures or inventory;



      2.3 Incidental  Rights. To the extent  assignable,  all of Seller's right,

title and interest, in and to and under all contracts, guaranties, warranties or

other agreements (herein  collectively  referred to as the "Incidental  Rights")

relating to the ownership,  construction,  rental,  operation,  maintenance  and

repair  of  the  Realty  and  the  Personalty,  including,  without  limitation,

construction  contracts  relating to  construction of the  Improvements  (herein

collectively  referred to as the  "Construction  Contracts"),  all  contracts or

agreements,  such  as  maintenance,  service,  management,  leasing  or  utility

contracts  relating,  in any  way,  to the  ownership,  use,  leasing,  service,

management,  operation,  maintenance and repair of the Realty and the Personalty

as more particularly set forth in Schedule 2.3 (herein collectively  referred to

as the "Property  Agreements"),  , and all governmental  permits or approvals or

licenses in effect as of Closing  with respect to the  ownership,  construction,

use,  occupancy  and  operation  of the  Realty  and the  Personalty;  provided,

however,  that  the  Incidental  Rights  shall  not  include  (i)  any  Property

Agreements  that Seller  shall  remain  liable for as tenant  under the Lease as

indicated on Schedule 2.3; (ii) any of Seller's  tradenames  or  trademarks;  or

(iii) any Property Agreements that Seller shall not remain liable for as tenant





                                       2

{PAGE}





under the Lease,  but Purchaser,  in its sole  discretion,  requests that Seller

terminate  (and if Seller is unable or unwilling  to  terminate  for any reason,

Seller  must  notify  Purchaser  of such fact in writing at least three (3) days

prior to the expiration of the Review Period); and



      2.4 Plans. All of Seller's right,  title and interest in and to all plans,

drawings,  specifications,  surveys, engineering,  environmental,  inspection or

similar  reports  and other  technical  descriptions  relating to the Realty and

Personalty (herein collectively referred to as the "Plans").



                                   ARTICLE 3

                                EARNEST MONEY AND

                       INDEPENDENT CONTRACT CONSIDERATION



      3.1 Earnest Money.  Purchaser  shall deposit,  as earnest money,  with the

Title Company, to bind this Agreement with Seller, the sum of $25,000.00 (herein

referred to as the "Initial Earnest Money") in the form of cash, cashier's check

or other readily  available funds,  which deposit is to be made within three (3)

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