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                                  EXHIBIT 10.5







                              SEVENTH AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT


      THIS SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is made as of the 29th day of February, 2016 (the "Effective Date"), by and
between FREETOWN ACQUISITION COMPANY, LLC, a Massachusetts limited liability
company (the "Seller"), and AMERICANN, INC., a Delaware corporation (the "Buyer"
or "Purchaser").

                                    RECITALS

      WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale
Agreement dated as of January 9, 2015, for the purchase and sale of those
certain parcels of vacant land located at 1A & 3A Ridge Hill Road, Freetown,
Massachusetts, containing approximately 52.68 acres, which parcels are more
particularly described therein, as amended by a certain First Amendment to
Purchase and Sale Agreement dated as of March 30, 2015, as further amended by
that certain Second Amendment to Purchase and Sale Agreement dated as of May 4,
2015, as further amended by that certain Third Amendment to Purchase and Sale
Agreement dated as of May 6, 2015, as further amended by that certain Fourth
Amendment to Purchase and Sale Agreement dated as of August 25, 2015, as further
amended by that certain Fifth Amendment to Purchase and Sale Agreement dated as
of August 27, 2015, and as further amended by that certain Sixth Amendment to
Purchase and Sale Agreement dated as of December 22, 2015 (as so amended, the
"Agreement");

      WHEREAS, the Seller has agreed to extend the Closing Date under the
Agreement in accordance with the terms herein;

      WHEREAS, Seller and Purchaser desire to otherwise modify the terms of the
Agreement pursuant to the terms and conditions of this Amendment; and

      NOW THEREFORE, in consideration of the mutual promises set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:

1.    Incorporation of Recitals; Definitions. The foregoing recitals are
      incorporated herein. Capitalized terms not otherwise defined herein shall
      have the meaning given such terms in the Agreement.

2.    Closing Date. Section 6 of the Agreement is hereby deleted and replaced
      with the following:

     "The Deed of the Premises is to be delivered and the consideration  paid at
     the offices of Donoghue, Barrett & Singal, P.C., One Beacon Street, Boston,
     MA 02108,  or such other  location  in the  greater  Boston  area as may be
     required by Buyer's mortgage lender,  at 11:00 am (EST) on the date that is
     the earlier of (a) five (5) business days following  Buyer's receipt of the


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     DPH  Approval  (as  defined  below),  or (b) March 30,  2016 (the  "Closing
     Date").  It is agreed that time is of the essence of all provisions of this
     Agreement.  The date and time of delivery of the Deed is sometimes referred
     to herein as the "Closing" or the "Closing Date."

     As  used  herein,  a  "DPH  Approval"  shall  mean,  collectively,  written
     approvals   by  the   Department   of  Health  for  the   Commonwealth   of
     Massachusetts,   as   required   by  the  laws  of  the   Commonwealth   of
     Massachusetts,   of  the  Purchaser's  consulting  agreement,   development
     agreement and lease agreement, each relating to the Purchaser's development
     of the Premises for the cultivation of medical  marijuana.  Notwithstanding
     the foregoing,  the Buyer  acknowledges  and agrees that the failure by the
     Buyer to timely  receive  DPH  Approval  shall not  entitle  the Buyer to a
     return of the Deposit under the terms of the Agreement.

3.   Extension Fee. As  consideration  for the extension of the Closing Date,
     the Buyer shall,  within two (2)  business  day from the date hereof,  time
     being of the essence,  deliver to Seller a fee,  which shall be  considered
     earned upon receipt and  non-refundable to Buyer, of Fifty Thousand Dollars
     ($50,000)  (the  "Extension  Payment");  provided,  however,  if the  Buyer
     performs all of its  obligations  under  Section 16(B) of the Agreement and
     the Closing occurs, then the Seller shall treat the Extension Payment as an
     increase  to the  Purchase  Price  paid by the Buyer  which  shall  then be
     $4,150,000.00.  Wiring  instructions  for the Seller are attached hereto as
     Schedule A.

4.   Ratification and No Further  Amendment.  As modified by this Amendment,
     the Agreement is fully ratified, adopted and approved by the parties hereto
     effective as of the date hereof.  Except as expressly set forth herein, the
     Agreement remains unmodified and in full force and effect.

5.   Counterparts.  This Amendment may be executed in multiple  counterparts
     each of which shall be deemed an original but together shall constitute one
     and the same instrument.

6.   Signatures.  Handwritten  signatures to this  Amendment  transmitted by
     telecopy or electronic transmission (for example, through use of a Portable
     Document  Format or "PDF"  file) shall be valid and  effective  to bind the
     party so signing.


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      IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this
Amendment as of the date first above written.


SELLER:

FREETOWN ACQUISITION COMPANY, LLC,
a Massachusetts limited liability company


By: /s/ Kathleen H. Wade
    ------------------------------------------
    Name: Kathleen H. Wade
    Title:   Vice President


PURCHASER:

AMERICANN, INC., a Delaware corporation



By: /s/ Timothy R. Keogh
    --------------------------------------
    Name: Timothy R. Keogh
    Title:  Chief Executive Officer






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