Exhibit 10.12



                     ADDENDUM TO CONSTRUCTION LOAN AGREEMENT
                  CONDOMINIUM AND TOWNHOUSE PROJECT DEVELOPMENT
                           CONSTRUCTION OF NEW PROJECT

     THIS ADDENDUM TO CONSTRUCTION LOAN AGREEMENT ("Addendum") is made as of the
                                                   ----------
  29  day  of  December,  2005,  by  and  between  KEYBANK  NATIONAL ASSOCIATION

("Lender")  and  TIERRA  DEL  SOL  RESORT  (PHASE  1),  LTD.,  a Florida limited
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partnership, TDS TOWN HOMES (PHASE 1), LLC, a Florida limited liability company,
COSTA  BLANCA  I  REAL  ESTATE,  LLC,  a  Florida limited liability company, TDS
AMENITIES, INC., a Florida corporation (jointly and severally "Borrower").
                                                               ---------

     Lender and Borrower have entered into a Construction Loan Agreement of even
date  herewith  (the  "Loan  Agreement")  wherein  Lender  has  agreed to make a
                       ---------------
revolving  real  estate  construction loan (the "Loan") in the maximum principal
                                                 ----
amount  of  $40,000,000.00  to Borrower under the terms and conditions described
therein.

     By  the  terms  of this Addendum Lender and Borrower describe and set forth
the  terms  and  conditions  whereby  Units  (as  hereinafter  defined)   to  be
constructed  pursuant  to the Loan Agreement shall be from time to time released
from the lien of the Mortgage in order that Borrower may sell the Units.

     1.  ADDITIONAL DEFINITIONS. The following additional "Definitions" shall be
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added  to and be a part of Article I of the Loan Agreement. Any capitalized term
used  herein  shall,  if not specifically defined within this Addendum, have the
meaning defined and set forth in the Loan Agreement.

          1.1 ADDITIONAL COLLATERAL: Has the meaning set forth in Section 3.6 of
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     this Addendum.

          1.2  APPROVED  SALES PRICE: The Lender's minimum contract sales prices
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     for each Unit set forth in EXHIBIT "A" attached hereto.

          1.3  ASSIGNMENT  OF GOVERNING  DOCUMENTS:  That  certain  Conditional
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     Assignment  of  Unit  Sales  Contracts, Governing Documents and Developer's
     Rights  executed  of  even date herewith by Borrower in favor of Lender, as
     the  same  may be amended, supplemented, extended, renewed, replaced and/or
     restated from time to time in accordance with its terms

          1.4 CERTIFICATE OF UNIT OCCUPANCY: A permanent certificate issued by a
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     municipality or an applicable department thereof certifying that all of the
     Units, as constructed, may be legally occupied.

          1.5  CONDOMINIUM:  Costa  Blanca  I  Condominium,  a condominium to be
               -----------
     established  in  accordance  with  the  Condominium Statute pursuant to the
     Condominium Documents.

          1.6 CONDOMINIUM DEPOSIT(S): All reservations, deposits, down payments,
              ----------------------
     or  the  like  paid  under  Contracts  of  Sale or reservation receipts for
     Condominium Units at the Project.

          1.7  CONDOMINIUM  DOCUMENTS:  All  of  the  documents  required by the
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     Condominium  Statute  or  otherwise,  relating  to  the  submission  of the
     applicable  portion  of  the  Project  to the provisions of the Condominium
     Statute  or  to  the  regulation, operation, administration or sale thereof
     after  such  submission,  including,  but  not  limited to a declaration of
     condominium, by-laws and rules and regulations of a condominium association
     or  associations, Master Association Documents, management agreement, plats

<PAGE>

     and  plans  and  the  of  the Contract of Sale and deed forms to be used in
     connection  with  the  sale  of  the Units, all of which must be reasonably
     acceptable to Lender in form and substance.

          1.8   CONDOMINIUM  STATUTE: Chapter 718, Florida Statutes, as it may
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     be amended from time to time.

          1.9   CONDOMINIUM  UNIT(S):  Any  dwelling  unit  within  the  Project
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     submitted  to  the  condominium  form  of  ownership  under the Condominium
     Statute.

          1.10  CONTRACT  DEPOSITS:  the  collective  reference  to  Condominium
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     Deposits and Townhouse Deposits.

          1.11  CONTRACT  OF  SALE:  A legally enforceable contract, in form and
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     content satisfactory to Lender and Lender's counsel, between Borrower and a
     bona  fide third party purchaser for the sale and purchase of an individual
     Unit  at  a  sales price of not less than the Minimum Release Price, with a
     Contract  Deposit  of  not  less  than  twenty  percent  (20%) of the total
     purchase  price  of  the Unit being sold, which Contract Deposit shall have
     been  paid  and such deposit shall constitute cash or immediately available
     funds  to  the  Escrow  Agent.  All  items  required  to  be disclosed to a
     purchaser under the Chapter 718, Florida Statutes shall have been delivered
     to each purchaser. Without limiting the foregoing requirements, a "Contract
     for  Sale"  shall  not  include  any  contracts  entered  into prior to the
     effective  date  of  all  necessary  filings  with the State of Florida and
     pursuant  to Chapter 718, Florida Statutes. Each contract must by the terms
     thereof  (i)  be  expressly  inferior  and  subordinate  to the lien of any
     mortgage  now  or  hereafter  existing which encumbers the Project, (ii) be
     non-assignable  without  the  Lender's prior written consent (which written
     consent  will not be unreasonably withheld or delayed), and (iii) otherwise
     comply  with  all  requirements  of  Governmental  Authorities  so that the
     purchaser  of  such  Unit  shall  have no election or right to rescind such
     contract  without the loss of its Contract Deposit. For the purpose of this
     Addendum,  a  purchaser  shall  not  be  considered a bona fide third party
     purchaser if it has contracted, directly or indirectly, for the purchase of
     more  than  two  (2)  Units. In addition, no more than two (2) Units may be
     purchased  by  purchasers  of  multiple units, and no more than thirty-five
     (35)  Units  may  be sold to Insiders (as hereinafter defined). Moreover, a
     bona  fide third party purchaser shall not include the Borrower, any member
     or  manager  of  the Borrower, any stockholder, director, officer, partner,
     member  or  manager  of  any member or manager of Borrower, or any partner,
     member  manager,  stockholder, director or officer of any constituent party
     of  any  member  or manager of the Borrower, or any member of the immediate
     family  or affiliate (as defined in Rule 405 of the Securities Act of 1933)
     of any of the foregoing parties (collectively, "Insiders"). Notwithstanding
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     any  contrary  provision  of this Section 1.11 or of any other provision of
     this  Addendum  or  any  other  Loan  Document,  Lender  hereby accepts and
     approves  all  Contracts  of Sale identified on EXHIBIT "B" attached hereto
     and  acknowledges that each of such Contracts of Sale identified in EXHIBIT
     "B" attached hereto constitute a "Required Contract of Sale" for purpose of
     Section  3.3 of this Addendum and an approved Contract of Sale for purposes
     of Section 8.1(b) of the Loan Agreement.

          1.12  DIVISION: Has the meaning set forth in Section 5.1(b) hereof.
                --------

          1.13  ESCROW  ACCOUNT:  An account maintained with the Escrow Agent at
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     KeyBank  National  Association  into  which  all Contract Deposits are paid
     pursuant to this Addendum.

          1.14  ESCROW AGENT MEANS A FIRM OR INDIVIDUAL ACCEPTABLE TO LENDER.
                -------------------------------------------------------------
     The Escrow Agent approved by Lender is OVT Title Agency, LLC.

          1.15  GOVERNING  DOCUMENTS:  the  Condominium  Documents  as  to  the
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     Condominium  Units,  and  the  Master  Association  Documents as to the fee
     simple Townhouse Units.

<PAGE>

          1.16 LOAN DOCUMENTS: Shall mean, in addition to those set forth in the
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     Definitions  in  the  Loan  Agreement, this Addendum, and the Assignment of
     Governing Documents.

          1.17  LOAN-TO-VALUE  RATIO:  The  ratio  obtained  by  dividing  the
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     outstanding  principal  balance  due  on the Loan Amount (as of the testing
     date) by the fair market value of the Project as determined by an Appraisal

          1.18  MASTER  ASSOCIATION: Tierra del Sol Owners' Association, Inc., a
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     Florida corporation.

          1.19  MASTER  ASSOCIATION  DOCUMENTS: All of the documents relating to
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     the  creation,  regulation,  operation  and/or administration of the Master
     Association,  including the common properties, basic resort services and/or
     resort facilities, as defined therein.

          1.20  MINIMUM  RELEASE  PRICE:  The Lender's minimum release price for
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     each Unit shall be as set forth in EXHIBIT "A" attached hereto.

          1.21  NET  SALE PROCEEDS: Shall mean the purchase price for each Unit,
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     including  all  amounts  paid  for extras and the like (excluding, however,
     amounts  for  extras  and  the  like  paid for from sources other than Loan
     proceeds),  less:  (i)  third  party  brokerage fees to the extent due from
     Borrower; (ii) customary closing costs and adjustments paid by the Borrower
     (for  documentary stamp tax, recording fees and taxes, etc.); and (iii) any
     purchase deposits approved for use in the Project.

          1.22  RELEASE PRICE: The greater of (i) 100% of Net Sales Proceeds for
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     an applicable Unit; or (ii) the Minimum Release Price.

          1.23  REQUEST FOR PARTIAL RELEASE: Shall have the meaning set forth in
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     Section 6.3(c) hereof

          1.24  REQUIRED  CONTRACTS OF SALE: Shall have the meaning set forth in
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     Section 3.3 hereof.

          1.25  TOWNHOUSE DEPOSIT(S): All reservations, deposits, down payments,
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     or  the  like  paid  under  Contracts  of  Sale or reservation receipts for
     Townhouse Units at the Project.

          1.26  TOWNHOUSE  UNIT(S):  Attached  dwelling units located within the
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     Project  constructed,  or  to  be  constructed,  on  a lot not submitted to
     condominium ownership.

          1.27 UNIT OR UNITS: Means (i) the Condominium Units located within the
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     Project, and (ii) the Townhouse Units located within the Project.

     2.  ADDITIONAL  REPRESENTATIONS  AND  WARRANTIES.  In  addition  to  the
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Representations  and  Warranties  of Borrower set forth in Section 3 of the Loan
Agreement, Borrower hereby represents and warrants to Lender:

          2.1  CONTRACTS  OF  SALE.  All  of the Contracts of Sale identified on
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     EXHIBIT  "B",  attached  hereto, are in full force and effect and are valid
     and  subsisting;  to the best of Borrower's knowledge there are no defaults
     thereunder  or any defenses or offsets thereto on the part of any purchaser
     thereunder  and no notice has been received from any purchaser claiming any
     default  by the Borrower, as seller, thereunder or requesting a termination
     thereof.  No  modifications  or  amendments  have  been made to any of such
     Contracts  of  Sale except as previously disclosed in writing to Lender and

<PAGE>

     no  agreements  are  in  existence,  oral  or written, which would or could
     modify  the  obligations  of  the  Borrower,  as  seller, or the purchasers
     thereunder.  Except  as disclosed to Lender, Borrower has neither committed
     nor  suffered any act or omission which would or could constitute a default
     on  its part entitling any purchaser to damages, rights of set-off or right
     to  terminate  any  Contract of Sale. EXHIBIT "B" accurately identifies all
     Contract  Deposits  paid  by the purchasers under Contracts of Sale and all
     Contract  Deposits  for  Condominium Units only are being held, pursuant to
     the  form  of escrow agreement(s) previously approved by Lender in separate
     Escrow  Account(s)  under  the exclusive control of the Escrow Agent, which
     Escrow  Account(s)  meet  all of the requirements of the provisions of this
     Addendum.

          2.2  CONDOMINIUM  DOCUMENTS.  To the extent such approval is required,
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     the  Condominium  Documents  have  been approved by all applicable federal,
     state  or  local  governmental agencies or entities with approval authority
     over such documents, and Borrower agrees to maintain such approvals in good
     standing throughout the term of the Loan.

     3. ADDITIONAL COVENANTS. In addition to the covenants of Borrower set forth
        --------------------
in  Section  15  of  the  Loan Agreement, Borrower hereby agrees and promises as
follows:

          3.1 EXPENSES. In addition to the fees and expenses of Lender agreed to
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     be  paid by Borrower under the Loan Agreement, Borrower shall pay (promptly
     upon  the  rendering  of  such a bill and delivery thereof to Borrower) all
     reasonable out-of-pocket expenses incurred by the Lender in connection with
     the review of any proposed easements, final approval and recordation of the
     Governing  Documents,  partial  releases,  and  satisfaction  of  a loan of
     character contemplated hereby.

          3.2  LEASE  OF  PROJECT.  Except  for  leases  of  Units  pursuant  to
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     Borrower's  plan  to  operate  the  Project  as a resort, Borrower will not
     lease, sublease, license or grant any occupancy arrangement with respect to
     the  Project,  without  the  prior  written  consent  of  Lender  except as
     otherwise  expressly  permitted  under the Loan Agreement, Mortgage and the
     Assignment of Leases.

          3.3  CONTRACTS  OF  SALE.  Prior  to  the initial disbursement of Loan
               -------------------
     proceeds  (other  than initial closing expenses), Borrower shall deliver to
     Lender  Contracts for Sale for at least thirty-three (33) of the thirty-six
     (36) Units contained in each building to be constructed which shall produce
     aggregate  Net  Sale  Proceeds  sufficient  to  cover  120%  of the maximum
     aggregate  funding permitted under the Loan and with each sales price being
     otherwise acceptable to Lender based on Lender's underwriting analysis (the
     "Required  Contracts of Sale"). If at any time the foregoing requirement is
      ---------------------------
     not  satisfied, such failure shall constitute an Event of Default hereunder
     and  under  the  Loan  Agreement  unless  the  Borrower  provides to Lender
     substitute  Contracts  for  Sale of equal or greater purchase prices within
     thirty  (30)  days  of  the  occurrence of such failure. Borrower shall not
     modify,  amend,  cancel, rescind, extend, terminate, or otherwise change in
     any  manner  any  Contract of Sale without the prior written consent of the
     Lender.  Additionally,  Borrower  shall  not enter into any new Contract of
     Sale with a purchase price less than the Approved Sales Price. Furthermore,
     Borrower  shall not enter into any new Contract of Sale that will require a
     modification  to  the Plans, the cost of which exceeds five percent (5%) of
     the  Approved Sales Price for such Unit. All Contracts of Sale must include
     a  delivery  date  that can be achieved in accordance with the Construction
     Schedule.   Additionally,   a  matrix  must  be  approved  by  Lender  that
     demonstrates  on  a  Unit-by-Unit  basis that each Unit under a Contract of
     Sale  will be delivered within twenty-four (24) months from the date of the
     Contract  of  Sale.  No  extension  of  such  contracts may be made without
     Lender's approval.

          3.4  GOVERNING  DOCUMENTS.  Borrower  shall  not  modify,  amend,  or
               --------------------
     otherwise  change  (including  without  limitation,  any  change that would
     permit  any  purchaser  to  cancel  its respective Contract of Sale) in any
     manner  the  Governing  Documents  without the prior written consent of the
     Lender  (which  written  consent  will  not  be  unreasonably  withheld  or
     delayed).  Borrower  covenants and agrees that it shall comply with, to the

<PAGE>

     extent applicable to the Project, (a) all requirements of the Division, (b)
     all  regulations  promulgated  from  time  to time by the State of Florida,
     pursuant thereto, including without limitation, the filing requirements for
     the  Governing  Documents  (as  applicable),  and Borrower's obligations as
     developer  of  the  Condominium  and  the  Townhouse  Units,  and  (c)  all
     requirements  and requests of the Division in connection with the filing of
     the  Declaration  and  the  United  States  Department of Housing and Urban
     Development.  The  Borrower  shall pay in respect of any Units on or before
     the  expiration of any applicable grace or cure period all common expenses,
     charges  and  assessments,  special  or  general,  and  other items for the
     payment  of which the Borrower is or may hereafter be responsible under the
     terms of the Governing Documents.

          3.5  ESCROW  DEPOSITS.  Except  as  may  otherwise  be  required  by
               ----------------
     Governmental  Authorities,  all Contract Deposits for the Condominium Units
     shall be deposited into Escrow Account(s) maintained by the Escrow Agent at
     KeyBank  National Association. Borrower shall be responsible for all of the
     costs  of  such  Escrow  Account(s),  including, without limitation, all of
     Escrow  Agent's  fees  and  the  like. Borrower shall place or caused to be
     placed  all  Contract  Deposits  for  the  Condominium  Units in the Escrow
     Account  subject  to  the  return  of  such Contract Deposit to a purchaser
     (including,  to  the  extent  of  such  purchaser's rights thereto, accrued
     interest  on  such  Contract  Deposit),  when  required by the terms of any
     Contract  of  Sale  to  be  paid  over to the purchaser, and subject to the
     payment  of  each  such  Contract  Deposit for the Condominium Units to the
     Lender  on  account of the amount to be paid to the Lender to release Units
     from  the  lien of the Mortgage, as and when title to a Unit is transferred
     to  a  purchaser and the balance of the consideration paid therefor. As and
     when  any  purchaser  defaults  under the terms of any Contract of Sale and
     Lender  determines  that  purchaser  has  no  claim  for  the return of the
     Contract  Deposit  such Contract Deposit for the Condominium Units shall be
     paid  to the Lender on account of then outstanding principal balance of the
     Loan  to the extent it was not previously released from escrow and used for
     construction of the Project.

     4. EVENTS OF DEFAULT
        -----------------

          4.1  ADDITIONAL EVENTS OF DEFAULT.   In  addition  to  the  Events  of
               ----------------------------
     Default  set   forth  in  Article   19  of   the   Loan   Agreement,   the
     following shall constitute an "Event of Default" under the Loan Agreement
     and hereunder:

               (a)  Borrower fails to maintain the Required Contracts of Sale in
          accordance  with  Section  3.3  of this Addendum, subject to the grace
          period contained therein.

          4.2  ADDITIONAL  LENDER'S  REMEDIES. Upon the happening of an Event of
               ------------------------------
     Default under this Addendum or the Loan Agreement, in addition to any other
     rights  and/or  remedies  available  to  Lender  under  the  Mortgage,  the
     Guaranty, this Addendum, the Loan Agreement, the other Loan Documents or by
     law,  Lender  shall  be entitled to and Borrower shall make no objection to
     Lender's  sale of Units pursuant to the terms of the applicable Contract of
     Sale.

          4.3  LENDER  AS  ATTORNEY-IN-FACT.  Borrower  hereby  constitutes  and
               ----------------------------
     appoints  Lender  its  true  and lawful attorney-in-fact with full power of
     substitution  to  complete  the  Improvements  in the name of Borrower, and
     hereby  empowers  said  attorney  or attorneys as follows: (a) to make such
     additions and changes and corrections in the Plans which shall be necessary
     or  desirable  to  complete  the  Improvements  in substantially the manner
     contemplated  by  the Plans; (b) to use any funds of Borrower including any
     balance  which  may  be held in escrow (to the extent permitted by Law) and
     any  funds  which  may remain undisbursed under this Loan Agreement for the
     purpose  of  completing  the  Improvements  in the manner called for by the
     Plans  as  may  be  modified  hereby;  (c)  to  employ  such  contractors,
     subcontractors, Lenders, architects and inspectors as shall be required for
     said  purposes;  (d)  to  pay,  settle or compromise all existing bills and
     claims  which  are or may be liens against the Project or any part thereof,

<PAGE>

     or may be necessary for the Completion of the Improvements or the clearance
     of  title;  (e) to execute all applications and certificates in the name of
     Borrower which may be required by any construction contract; (f) to execute
     all documents and instruments in the name of Borrower which may be required
     to  effectuate a sale of any Unit pursuant to any Contract of Sale; and (g)
     to  do  any  and  every  act  with  respect  to  the  Construction  of  the
     Improvements  which Borrower may do in its own behalf. It is understood and
     agreed  that  this  power of attorney shall be deemed to be a power coupled
     with  an interest which cannot be revoked. Said attorney-in-fact shall also
     have power to prosecute and defend all actions or proceedings in connection
     with  the  Construction of the Improvements on the Project and to take such
     action and require such performance as is deemed necessary. Borrower hereby
     assigns  and  quitclaims  to  Lender,  effective solely under the foregoing
     circumstances, all sums advanced pursuant to either this Addendum or of the
     Loan  Agreement  and  all sums in escrow subject to the condition that said
     sums,  if any, be used for the Completion of the Improvements. Entering the
     Project  in  order  to  complete  the  Improvements  and/or exercise of the
     aforesaid  license  and/or power-of-attorney will not exclude Borrower from
     possession, custody, ownership or control of the Project or Improvements or
     of any rents, issues or profits therefrom.

     5. ADDITIONAL CONDITIONS PRECEDENT. Borrower acknowledges that Lender shall
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have  no  obligation  under the Loan Agreement or this Addendum to make any Loan
disbursement  unless  and  until  the  following additional conditions precedent
shall  have  been  satisfied  to  the  extent required by Lender in its sole and
absolute discretion.

          5.1  DELIVERIES  TO LENDER. Lender shall have received or obtained all
               ---------------------
     of  the following items, all inform and substance satisfactory to Lender in
     all respects:

               (a) the duly executed and acknowledged original of the Assignment
          of Governing Documents

               (b)  a  complete  set  of Governing Documents in form and content
          satisfactory  to  Lender,  which  Governing  Documents (as applicable)
          shall  have  been  filed  with  the  Division  of  Florida Land Sales,
          Condominiums  and  Mobile  Homes (the "Division") and with every other
          Governmental  Authority  with  whom  the  Condominium  Documents  are
          required to be filed.

               (c)  as  to  the  Condominium  Units, an endorsement to the Title
          Policy  insuring  the  valid  creation  of  the  Condominium under the
          Condominium  Documents  and  the  Condominium Statute and a commitment
          from  a  title  insurance  company satisfactory to the Lender to issue
          both owner's and mortgagee's title insurance policies with condominium
          endorsements  to  purchasers of Condominium Units under such Contracts
          of Sale;

               (d)  evidence  satisfactory  to  Lender  of  the existence of the
          Required  Contracts of Sale, but Lender shall have no duty to Borrower
          or  otherwise to conduct any independent investigation concerning such
          evidence of such Required Contracts of Sale.

               (e)  written confirmation from the Escrow Agent that it shall not
          release  any  Contract  Deposits as the Condominium Units only without
          the  Lender's  prior  written consent until the respective closings of
          the  sale of the Units unless unequivocally required to do so pursuant
          to a Contract of Sale or by judicial order;

               (f)  an Appraisal which is satisfactory to Lender in all respects
          confirming  an  "as  is"  value of the Project of $90,700,000.00 and a

<PAGE>

          Loan-to-Value  Ratio  of  the Project which is not greater than eighty
          percent (80%) based upon the Discounted Value of the Units;

               (g)  an  opinion  from  counsel for Borrower stating (i) that the
          Condominium  Documents  comply  with  and  are  sufficient to create a
          Condominium  if  filed in accordance with the Condominium Statute, and
          (ii)  stating  that the Condominium complies with all local zoning and
          subdivision requirements; and

               (h) an executed counterpart of all Contracts of Sale, in form and
          substance reasonably satisfactory to Lender.

     6.  CREATION  OF  PROJECT  AS  CONDOMINIUM,  SALE OF CONDOMINIUM UNITS, AND
         -----------------------------------------------------------------------
PARTIAL RELEASE OF CONDOMINIUM UNITS.
-------------------------------------

          6.1  JOINDER  IN  DECLARATION. Borrower is developing and at all times
               ------------------------
     shall  develop  and operate a portion of the Project as a condominium under
     the  Condominium  Documents  and  the Condominium Statute. Provided that no
     Event  of  Default exists, Lender will join in and consent to the execution
     and recording of Borrower's Master Association Documents and Declaration of
     Condominium  (as well as any amendments thereto), and shall take such other
     actions  as  shall be reasonably necessary to effectively transfer the lien
     of  the  Mortgage from the Project to the Units (as applicable) created and
     covered  by  the  Declaration  of  Condominium,  together  with  their
     proportionate share of common elements, and which joinder and consent shall
     be  provided  only  upon the fulfillment of each and every of the following
     conditions precedent:

               (a)  Completion  of  the  Improvements  and  the  issuance  of
          Certificates  of Occupancy (or temporary certificate of occupancy) for
          all  Condominium  Units  and  verification satisfactory to Lender that
          closings  pursuant  to  Contracts of Sale are to occur for Condominium
          Units within thirty (30) Business days thereafter.

               (b)  Verification  satisfactory  to  Lender  that  any  required
          approval  by  the  fire  marshal or its equivalent having jurisdiction
          over  the  Project and any other approval required by any Governmental
          Authority,  to the extent that any such approval is a condition to the
          lawful  use  and occupancy of the Improvements and the opening of same
          to the public, has been obtained.

               (c)  Verification  satisfactory  to  Lender  that the Condominium
          Documents  have  been  approved  by  the  Division  and by every other
          Governmental  Authority  from  whom approval is required, and, without
          Lender's  prior  written  consent, have not been materially amended or
          modified  from  the form delivered to Lender prior to the date of this
          Loan Agreement without Lender's consent.

               (d)  Verification  satisfactory  to  Lender  that all Condominium
          Units  shall  be sold upon a fee simple basis with no obligatory lease
          of any type or any club membership associated in any manner whatsoever
          with the condominium regime and the common areas and elements.

               (e)  Verification satisfactory to Lender that Borrower shall have
          instituted  no  program  to  offer  a  rental  service  of any kind to
          purchasers  of  Units,  either  individually or in any form of pooling
          arrangement, other than as permitted by Lender.

<PAGE>

               (f)  Verification  satisfactory  to  Lender  that  no "time-share
          estate",  as  said  term  is  defined in Florida Statute 721, shall be
          permitted (except as otherwise agreed by Lender or as permitted by the
          Condominium Documents).

               (g)  Lender's  receipt  of  a collateral assignment to Lender (as
          further security for the Loan) in recordable form of all of Borrower's
          right,  title, and interest as developer of the condominium project by
          reason  of the Florida Statute 718, including the right to appoint the
          board  of  directors  of  the condominium association and the right to
          control  the  condominium  association. Borrower agrees to execute any
          other  documents  requested  by  Lender  in  order  to  evidence  such
          assignment  of  its  developer's  rights in the condominium project to
          Lender,  and Borrower shall pay for the reasonable cost and expense of
          documenting  such  assignment,  including  without  limitation,  all
          attorneys' fees and costs associated therewith.

               (h)  Borrower  shall  pay  all reasonable out-of-pocket costs and
          expenses of Lender, including, without limitation, Lender's reasonable
          counsel  fees  in  connection with Lender's joinder and consent to the
          Master Association Documents and the Declaration of Condominium.

               (i)  The  Lender  agrees that, upon its prior written approval of
          the  Condominium  Documents  and  simultaneously with the recording of
          those Condominium Documents required to be recorded and provided there
          is  no  Event  of  Default  under  the Loan Documents, the Lender will
          confirm its consent to the Condominium Documents and the Mortgage will
          be  subordinated to the Condominium Documents for the Project with the
          same  force  and  effect  as  if  the  Condominium  Documents had been
          executed,  delivered and recorded prior to the execution, delivery and
          recording of the Mortgage; provided, however, Lender approves the form
          and  substance  of any such subordination agreement and such agreement
          is  accompanied  by an endorsement from the Title Company insuring the
          continued first priority lien of the Mortgage on all Condominium Units
          within  the  Condominium  and  all  rights  and privileges reserved to
          declarant  under  the  Condominium Documents, including, if applicable
          and without limitation, rights to add future phases and make additions
          to  or  deletions  form  the  property  and interests subjected to the
          Condominium Statute.

          6.2  ACTIONS  AFTER  CREATION  OF  CONDOMINIUM.  Upon  and  after  the
               -----------------------------------------
     effective  submission  of  the  Condominium  Units  in  the  Project to the
     Condominium Statute the following shall be applicable:

               (a) The Borrower shall pay all common expense assessments and all
          other  assessments  as  required  by the Condominium Documents, or any
          resolutions  adopted  pursuant  thereto,  with  respect  to  unsold
          Condominium  Units  and  shall  promptly upon demand exhibit to Lender
          receipts  for  all  such payments. The failure of the Borrower to make
          any such payment or to exhibit such receipts shall constitute an Event
          of Default under the Loan.

               (b) The Lender shall have all the rights and privileges which the
          owner  of  a Condominium Unit has by virtue of the Condominium Statute
          and  the  Condominium  Documents  as  though the Lender were in fact a
          Condominium  Unit  owner, including without limiting the generality of
          the  foregoing,  all  voting rights accruing to the Borrower under the
          terms  of  the  Condominium Documents, it being understood that in the
          event of an Event of Default by the Borrower under the terms of any of
          the  Loan  Documents (including this Addendum) and so long as the same

<PAGE>

          shall  continue  the  Lender  may  vote  in the place and stead of the
          Borrower.  The  Lender  may  exercise  any  and  all  of  said  rights
          hereinabove  referred  to,  and,  where permitted by Law, the Borrower
          hereby  nominates  and  appoints  the  Lender  so long as the Mortgage
          remains  in effect as the Borrower's irrevocable proxy to vote and, as
          the  Borrower's agent, to act with respect to all of said rights which
          any  such  default  shall continue. Written notice of default from the
          Lender to the Condominium association shall be deemed conclusive as to
          the  existence  of  such  default  and  as  to the Lender's rights and
          privileges  under this paragraph, including all voting rights accruing
          to  the  Borrower under the terms of the Condominium Documents and the
          Condominium  Statute.  The  provisions  of  this paragraph shall in no
          event  render  the Lender liable for any common charges or assessments
          required  by  the  Condominium  Documents,  or  any resolution adopted
          pursuant  to  the Condominium Statute, nor shall they cause, in and of
          themselves, the Lender to be deemed a declarant.

               (c) The Borrower shall not, except after notice to the Lender and
          with  the prior written consent of the Lender: (i) vote for or consent
          to  any modification of, amendment to or relaxation in the enforcement
          of  any  provision  of the Condominium Documents; (ii) in the event of
          damage  to  or  destruction  of  the  Project, vote in opposition to a
          motion to repair, restore, or rebuild; (iii) in each and every case in
          which  under  the  provisions  of  the  Condominium  Statute  or  the
          Condominium  Documents  the unanimous consent or the unanimous vote of
          owners  of  Units  is  required  to  vote  or  give such consent; (iv)
          partition or subdivide any Unit; (v) consent to the termination of the
          Condominium,  except for abandonment or termination provided by law in
          the  case  of  substantial destruction by fire or other casualty or in
          the  case of taking by condemnation or eminent domain; (vi) consent to
          any  amendment to the Condominium Documents; or other documents of the
          Condominium;  (vii) consent to the effectuation of any decision by the
          Condominium  association  to  terminate  professional  management  and
          assume  self-management  of  the  Condominium;  (viii)  exercise  any
          development right reserved in the Condominium Documents; or (ix) merge
          or consolidate the Condominium with any other condominium.

               (d)  The  Borrower  shall  fully and faithfully observe, keep and
          perform each and every requirement, condition, covenant, agreement and
          provisions  under  the Condominium Statute, the Condominium Documents,
          by-laws  of  the  Condominium association and rules of the Condominium
          and  on  the  part of the Borrower to be observed, kept and performed.
          The  Borrower  shall promptly deliver to the Lender a copy of each and
          every  notice  of default received by the Borrower with respect to any
          obligation  of  the  Borrower  under the provisions of the Condominium
          Statute,  the  Condominium  Documents, the by-laws or the rules of the
          Condominium  association.  In the event the Borrower shall not cure or
          remedy  any  default  within a period of thirty (30) days after notice
          thereof from the Condominium association or the Lender then and in any
          such  case  the Lender may from time to time at its option but without
          any  obligation  to  do  so,  cure  or  remedy any such default of the
          Borrower,  and  in  addition,  at the option of the Lender, the entire
          indebtedness  outstanding  under the Loan shall become due and payable
          at once without further notice (together with any sums advanced by the
          Lender to cure or remedy any such default).

          6.3  PARTIAL  RELEASES  OF  UNITS.  Provided  that no Event of Default
               ----------------------------
     exists,  and  provided  the  Governing  Documents (as applicable) have been
     filed  in  the  Public  Records of the county in which the Land is located,
     Lender  agrees to release individual Units from the lien of the Mortgage in
     accordance  with  and subject to all of the following terms, provisions and
     conditions:

<PAGE>

               (a) The Improvements shall have achieved Completion in accordance
          with the Plans and Specifications and a Certificate of Occupancy (or a
          temporary  certificate of occupancy) for all of the Units on the floor
          of the Improvements in which the applicable Unit is located shall have
          been  issued  and  any  required  approval  by the fire marshal or its
          equivalent having jurisdiction over the Project and any other approval
          required  by  any  Governmental Authority, to the extent that any such
          approval  is  a condition to the lawful use and occupancy of the Units
          and the opening of same to the public, shall have been obtained.

               (b)  Borrower  shall pay to Lender, prior to the time of delivery
          of  the partial release, in cash or immediately available funds (which
          payment  shall be applied in reduction of the unpaid principal balance
          of the Loan), for each Unit sought to be released, the Release Price.

               (c)  Requests for partial releases must be in writing (a "Request
                                                                         -------
          for  Partial Release"), and must be accompanied by all data reasonably
          --------------------
          necessary  to  support  the  Borrower's  being entitled to the partial
          release,  including,  without limitation, a legal description for each
          Unit  to  be released, a partial release document prepared by Borrower
          at Borrower's expense in form and content satisfactory to Lender and a
          schedule  containing  a  list  of  those  Units previously released by
          Lender and those Units remaining to be released.

               (d)  Releases shall not affect or impair the lien of the Mortgage
          and  Lender's  lien  and  security interests created by the other Loan
          Documents  as  to  Units and other property encumbered by the Mortgage
          and  the other Loan Documents not theretofore released, and said liens
          and  security  interests shall continue in full force and effect as to
          the unreleased Units and such other property.

               (e) As a condition precedent to Lender's delivery of each partial
          release,  Borrower  shall  submit  to  Lender a photocopy of the final
          signed  closing  statement with respect to the sale of each applicable
          Unit.

               (f)  Borrower  shall  pay all out-of-pocket costs and expenses of
          Lender,  including,  without limitation, fees and expenses of Lender's
          Counsel in connection with any partial release.

               (g) Borrower shall request each partial release not less than ten
          (10) days prior to the date the partial release is needed.

          6.4  INDEMNIFICATION. The Borrower hereby agrees to indemnify, defend,
               ---------------
     and  hold Lender harmless against and from (a) any and all liability, loss,
     damage  and  expense  (including without limitation all attorneys' fees and
     expenses)  which  it  may  incur  or  which  may  be  asserted  under or in
     connection  with  this  Agreement,  the Governing Documents, or any related
     documents  or  by  reason  of  any  action  taken  by  the Lender under the
     Mortgage,  and  (b)  any and all claims and demands whatsoever which may be
     incurred by or asserted against Lender by reason of any alleged obligations
     or  undertakings  on  its  part  to  perform or discharge any of the terms,
     covenants and conditions contained herein in the Governing Documents, or in
     any  related  documents.  Should Lender incur any such liability the amount
     thereof, together with interest thereon a the Default Rate shall be payable
     by the Borrower to Lender immediately upon demand, or at its option, Lender
     may  reimburse  itself  therefore out of any rents, sales proceeds or other
     income  of  the Borrower related to the Project collected by the Lender and
     shall  be secured by the Mortgage until paid. The foregoing indemnification
     agreement shall survive the payment of the Loan.

<PAGE>

     7.  SALES UPDATES. Borrower shall provide Lender with monthly Project sales
         -------------
updates for the Units.

     8.  USE  OF CONTRACT DEPOSITS TO FUND CONSTRUCTION AND OTHER COSTS. Subject
         --------------------------------------------------------------
to  the  requirements  governing  Usable  Deposits  as  set  forth  in  the Loan
Agreement,  the  Borrower  may  use  a  portion of the Contract Deposits for the
Condominium  Units  given  to Borrower pursuant to Contracts of Sale and legally
available  under  Chapter 718, Florida Statutes for use to pay for Hard Costs of
Construction  of the Improvements in lieu of the funding of the Loan proceeds to
pay  Hard Costs. Notwithstanding anything to the contrary contained herein or in
the  Loan  Agreement,  to  the  extent  that Contract Deposits (including Usable
Deposits,  to  the  extent  applicable)  are  used  to  fund Construction of the
Improvements,  the amount of the Loan originally allocated for such Construction
of  the  Improvements  shall  remain in the applicable Line Item and will not be
subject  to  reallocation pursuant to the Loan Agreement. Additionally, such set
aside  amount  shall  not be considered a portion of the "undisbursed balance of
the  Loan" as such term is used in herein. If Borrower is required to refund any
Condominium  Deposit(s) that were used to pay for Hard Costs, the amount will be
drawn  by  funding  on  the specified Line Item for which such Contract Deposits
were  originally  used,  provided  that no Default shall then exist and the Loan
will remain "in balance" after such funding, as determined by Lender. Subject to
the  requirements  governing Usable Deposits as set forth in the Loan Agreement,
and  subject  to  the terms of the applicable Contract of Sale, Borrower may use
the  Townhouse  Deposits given to Borrower pursuant to Contracts of Sale for any
lawful purpose.

     IN WITNESS WHEREOF, the undersigned have executed this Addendum the day and
year  first  above  written,  the  execution  hereof  by Borrower constituting a
certification  by  the  manager executing on its behalf that the representations
and  warranties  made  in  Section  3 hereof are true and correct as of the date
hereof  and  that the entities and individuals executing this Addendum on behalf
of  the manager are duly appointed officers indicated under his or her name, and
the incumbent in the office indicated under his or her name.


                            [SIGNATURE PAGES FOLLOW]

<PAGE>

 EXECUTED  as  of  the  date  first  set  forth  above.


BORROWERS                              TIERRA DEL SOL RESORT (PHASE 1), LTD.. a
                                       Florida limited partnership

                                       By:  TDS MANAGEMENT, LLC, a Florida
                                            limited liability company, its
                                            general partner

                                          By:/s/Malcolm J. Wright
                                             ---------------------------------
                                             Malcolm J. Wright, its Manager

                                       TDS TOWN HOMES (PHASE 1), LLC, a
                                       Florida limited liability company

                                       By:  TIERRA DEL SOL RESORT (PHASE 1),
                                            LTD., a Florida limited partnership,
                                            its manager

                                          By:  TDS MANAGEMENT, LLC, a Florida
                                               limited liability company, its
                                               general partner

                                              By:/s/Malcolm J. Wright
                                                 ------------------------------
                                                 Malcolm J. Wright, its Manager


                                       COSTA BLANCA I REAL ESTATE, LLC, a
                                       Florida limited liability company

                                       By:  TIERRA DEL SOL RESORT (PHASE 1),
                                            LTD., a Florida limited partnership,
                                            its manager

                                         By:  TDS MANAGEMENT, LLC, a Florida
                                              limited liability company, its
                                              general partner

                                             By:/s/Malcolm J. Wright
                                                -------------------------------
                                                Malcolm J. Wright, its Manager

                                       TDS AMENITIES, INC., a Florida
                                       corporation

                                       By:/s/Malcolm J. Wright
                                          ---------------------------------
                                            Malcolm J. Wright, President

<PAGE>

LENDER:                                KEYBANK NATIONAL ASSOCIATION,
                                       a national banking association


                                       By:/s/Robert F. Carmichael
                                          ---------------------------
                                          ROBERT F. CARMICHAEL,
                                          Sr. Vice President

<PAGE>