James B.C. Drew Special Master To Edward N. Dickerson and Charles D. Willard Trustees
                                                 "Deed"
                  This Indenture made and entered into this Fourteenth day of April in the year
                  of our Lord Eighteen hundred and eighty one at the City of Fernandina in the
                  State of Florida between James B.C. Drew Special Master duly appointed
   (         )    under the Decree of the United States Circuit Court for the Northern District
( J. Noble Hayes) of Florida in the case of Aristides Doggett Receiver against the Atlantic
(     Notary    ) Gulf and West India Transit Company Party of the first Part and Edward
(     Public    ) N. Dickerson and Charles D. Willard Trustees Party of the second part
(New York County) Witnesseth. That Whereas the Florida Railroad Company a body corporate
   (         )    created by an act of the General Assembly of Florida approved the Eighth
                  of January 1853 entitled "An act to incorporate a company to construct a
                  railroad across the peninsular of Florida under the Style of the Florida
                  Railroad Company did on the sixth day of March 1855 notify the
                  Trustees of the Internal Improvement Fund of their full acceptance of
                  the provisions of an act to provide for and encourage a liberal system
                  of Internal Improvements in this State approved January Sixth 1855
                  And Whereas the third section of said act provides that "all bonds
                  issued by any Railroad company under the provisions of this act shall
                  be a first lien or mortgage on the road bed - Iron equipment workshops
                  depots and franchise and upon a failure on the part of any Railroad
                  company accepting the provisions of this act to provide the interest as herein
                  provided on the bonds issued by said company and the sum of one per cent
                  per annum as a sinking fund as herein provided, it shall be the duty
                  of the Trustees after the expiration of thirty days from said default or refusal to
                  take possession of said Railroad and all its property of every kind and
                  advertise the same for sale at public auction to the highest bidder either
                  for cash or additional approved security as they may think most advanta
                  geous for the interest of The Internal Improvement Fund and the bond holders
                  the proceeds arising from such sale shall be applied by said Trustee
                  to the purchase and cancelling of the outstanding bonds issued by
                  said defaulting company or incorporated with the Sinking Fund
                  provided that in making such sale it shall be conditioned that the
                  purchasers shall be bound to continue the payment of one half of one per
                  cent semi annually to the sinking fund until all the outstanding bonds
                  are discharged under the penalty of an annulment of the contract of
                  purchase and the forfeiture of the purchase money paid in.
                  And whereas the said Florida Railroad Company having entirely failed
                  since the fifth day of November 1863 to pay the one half of one percent semi
                  annually on the bonds issued by said company according to the
                  provisions of the second section of said act to provide for and encourage
                  a liberal system of Internal Improvements in this State and also the interest
                  on the same. And Whereas according to the provisions of the third
                  section of said act the Trustees of the Internal Improvement Fund did
                  on the Sixth day of October 1866 take into their possession the said
                  Florida Railroad and all its property of every kind and advertise
                  the same for sale for cash at public auction at the town of Gainesville