Exhibit 10.7

                                 LOAN AGREEMENT


                           FOR A LOAN IN THE AMOUNT OF


                                 $14,850,000.00


                               MADE BY AND BETWEEN

      TIERRA DEL SOL RESORT (PHASE 2), LTD., A FLORIDA LIMITED PARTNERSHIP
       TDS TOWN HOMES (PHASE 2), LLC, A FLORIDA LIMITED LIABILITY COMPANY
      COSTA BLANCA II REAL ESTATE, LLC, A FLORIDA LIMITED LIABILITY COMPANY
     COSTA BLANCA III REAL ESTATE, LLC, A FLORIDA LIMITED LIABILITY COMPANY
                                       AND
                   TDS CLUBHOUSE, INC., A FLORIDA CORPORATION

                               2462 SAND LAKE ROAD
                             ORLANDO, FLORIDA 32809

                                       AND

                          KEYBANK NATIONAL ASSOCIATION,
                         A NATIONAL BANKING ASSOCIATION
                        200 E. ROBINSON STREET, SUITE 555
                             ORLANDO, FLORIDA 32803




                         Dated as of December 29, 2005

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE
                                                                            ----

ARTICLE 1 INCORPORATION OF RECITALS AND EXHIBITS                               1
1.1     Incorporation of Recitals.                                             1
1.2     Incorporation of Exhibits.                                             1

ARTICLE 2 DEFINITIONS                                                          2
2.1     Defined Terms.                                                         2
2.2     Other Definitional Provisions.                                         6

ARTICLE 3 BORROWER'S REPRESENTATIONS AND WARRANTIES                            7
3.1     Representations and Warranties.                                        7
3.2     Survival of Representations and Warranties.                            9

ARTICLE 4 LOAN AND LOAN DOCUMENTS                                              9
4.1     Agreement to Borrow and Lend; Lender's Obligation to Disburse.         9
4.2     Loan Documents.                                                       10
4.3     Term of the Loan.                                                     10
4.4     Prepayments.                                                          10
4.5     Required Principal Payments.                                          10
4.6     Late Charge.                                                          10

ARTICLE 5 INTEREST                                                            11
5.1     Interest Rate.                                                        11
5.2     Interest Rate Agreements.                                             11

ARTICLE 6 COSTS OF MAINTAINING LOAN                                           12
6.1     Capital Adequacy.                                                     12
6.2     Borrower Withholding.                                                 13

ARTICLE 7 LOAN EXPENSE AND ADVANCES                                           13
7.1     Loan and Administration Expenses.                                     13
7.2     Exit Fee.                                                             13
7.3     Lender's Attorneys' Fees and Disbursements.                           14
7.4     Time of Payment of Fees and Expenses.                                 14
7.5     Expenses and Advances Secured by Loan Documents.                      14
7.6     Right of Lender to Make Advances to Cure Borrower's Defaults.         14

ARTICLE 8 REQUIREMENTS PRECEDENT TO THE OPENING OF THE LOAN                   14
8.1     Conditions Precedent.                                                 14

ARTICLE 9 RESERVED                                                            16

ARTICLE 10 OTHER COVENANTS                                                    16
10.1     Borrower further covenants and agrees as follows:                    16

ARTICLE 11 CASUALTIES AND CONDEMNATION                                        20
11.1     Lender's Election to Apply Proceeds on Indebtedness.                 20

<PAGE>

                               TABLE OF CONTENTS
                               -----------------
                                    (cont'd)

                                                                            PAGE
                                                                            ----

ARTICLE 12 ASSIGNMENTS BY LENDER AND BORROWER                                 20
12.1     Assignments and Participations.                                      20
12.2     Prohibition of Assignments and Transfers by Borrower.                21
12.3     Prohibition of Transfers in Violation of ERISA.                      21
12.4     Successors and Assigns.                                              21

ARTICLE 13 TIME OF THE ESSENCE                                                21
13.1     Time is of the Essence.                                              21

ARTICLE 14 EVENTS OF DEFAULT                                                  21
14.1     Defaults.                                                            21

ARTICLE 15 LENDER'S REMEDIES IN EVENT OF DEFAULT                              23
15.1     Remedies Conferred Upon Lender.                                      23

ARTICLE 16 GENERAL PROVISIONS                                                 24
16.1     Captions.                                                            24
16.2     Modification; Waiver.                                                24
16.3     Governing Law.                                                       24
16.4     Acquiescence Not to Constitute Waiver of Lender's Requirements.      24
16.5     Disclaimer by Lender.                                                24
16.6     Partial Invalidity; Severability.                                    24
16.7     Definitions Include Amendments.                                      25
16.8     Execution in Counterparts.                                           25
16.9     Entire Agreement.                                                    25
16.10     Waiver of Damages.                                                  25
16.11     Claims Against Lender.                                              25
16.12     Jurisdiction.                                                       26
16.13     Set-Offs.                                                           26

ARTICLE 17 NOTICES                                                            27

ARTICLE 18 WAIVER OF JURY TRIAL                                               28

<PAGE>

                           EXHIBITS TO LOAN AGREEMENT
                           --------------------------

Exhibit "A"     Legal Description of Land
Exhibit "B"     Permitted Exceptions
Exhibit "C"     Title Requirements
Exhibit "D"     Form of Survey Certification
Exhibit "E"     Insurance Requirements
Exhibit "F"     Budget

<PAGE>

                                 LOAN AGREEMENT
                                 --------------

     THIS  LOAN AGREEMENT ("Agreement") is made as of December  29, 2005, by and
                            ---------
between  TIERRA  DEL SOL RESORT (PHASE 2), LTD., a Florida limited partnership ,
("TIERRA  DELSOL")  TDS  TOWN  HOMES (PHASE 2), LLC, a Florida limited liability
  --------------
company  ("TDS  Town  Homes  2"),  COSTA  BLANCA  II REAL ESTATE, LLC, a Florida
          ---------------------
limited liability company ("Costa Blanca 2"), COSTA BLANCA III REAL ESTATE, LLC,
                           ----------------
a Florida limited liability company ("Costa Blanca 3"), and TDS CLUBHOUSE, INC.,
                                      --------------
a Florida corporation "(TDS Clubhouse") (TDS Town Homes 2, Costa Blanca 2, Costa
                        -------------
Blanca  3  and  TDS Clubhouse hereinafter referred to, jointly and severally, as
"Borrower"),  and  KEYBANK NATIONAL ASSOCIATION, a national banking association,
---------
its successors and assigns ("Lender").
                            --------

                              W I T N E S S E T H:
                              --------------------

                                    RECITALS
                                    --------

     A.  TDS  Town  Homes  2  is  the owner in fee simple of land located in the
County  of  Polk,  State  of  Florida,  and  legally  described on EXHIBIT "A-1"
attached  hereto,  and  the  improvements located thereon (the "TDS Town Homes 2
                                                                ----------------
Land"),  Costa Blanca 2 is the owner in fee simple of land located in the County
----
of  Polk,  State  of  Florida,  and  legally described on EXHIBIT "A-2" attached
hereto,  and the improvements located thereon (the "Costa Blanca 2 Land"), Costa
                                                    --------------------
Blanca 3 is the owner in fee simple of land located in the County of Polk, State
of  Florida,  and  legally  described  on EXHIBIT "A-3" attached hereto, and the
improvements  located  thereon (the "Costa Blanca 3 Land"), TDS Clubhouse is the
                                     -------------------
owner in fee simple of land located in the County of Polk, State of Florida, and
legally described on EXHIBIT "A-4" attached hereto, and the improvements located
thereon (the TDS Clubhouse Land") (the TDS Town Homes 2 Land, the Costa Blanca 2
             ------------------
Land,  the  Costa  Blanca 3 Land and the TDS Clubhouse Land hereinafter referred
to,  collectively,  as  the  "Land").  Each of TDS Town Homes 2, Costa Blanca 2,
                              ----
Costa Blanca 3 and TDS Clubhouse is a wholly-owned subsidiary of Tierra Del Sol.

     B.  Borrower  has  applied  to  Lender  for  a  loan in the amount of up to
FOURTEEN   MILLION   EIGHT   HUNDRED   FIFTY   THOUSAND   AND   NO/100   DOLLARS
($14,850,000.00)  (the  "Loan"  or the "Phase 2 Loan") to provide equity for the
                         ----           ------------
Phase  1 Loan (as hereinafter defined) and Lender is willing to make the Loan on
the terms and conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

                                    ARTICLE 1
                     INCORPORATION OF RECITALS AND EXHIBITS

     1.1 INCORPORATION OF RECITALS.

The  foregoing preambles and all other recitals set forth herein are made a part
hereof  by  this  reference.

     1.2 INCORPORATION OF EXHIBITS.

     EXHIBITS "A"  through  "F",  to  this  Agreement,  attached  hereto  are
     -----------            ---
incorporated  in  this  Agreement  and  expressly  made  a  part  hereof by this
reference.

                                     -1-
<PAGE>

                                    ARTICLE 2
                                   DEFINITIONS

     2.1 DEFINED TERMS.

     The following terms as used herein shall have the following meanings:

     Adjusted  Daily  LIBOR Rate: An interest rate per annum equal to the sum of
     ---------------------------
(a)  the  Daily  LIBOR  Rate  plus (b) the LIBOR Rate Margin. The Adjusted Daily
LIBOR Rate shall change immediately and contemporaneously with any change in the
Daily LIBOR Rate.

     Adjusted  Prime  Rate:  A  rate per annum equal to the sum of (a) the Prime
     ---------------------
Rate  Margin  and (b) the greater of (i) the Prime Rate or (ii) one percent (1%)
in  excess of the Federal Funds Effective Rate. Any change in the Adjusted Prime
Rate  shall  be effective immediately from and after such change in the Adjusted
Prime Rate.

     Affiliate:  With  respect  to a specified person or entity, any individual,
     ---------
partnership,  corporation,  limited  liability  company,  trust,  unincorporated
organization, association or other entity which, directly or indirectly, through
one  or  more  intermediaries,  controls  or is controlled by or is under common
control  with  such person or entity, including, without limitation, any general
or limited partnership in which such person or entity is a partner.

     Agreement: This Loan Agreement.
     ---------

     Applicable Rate: As such term is defined in Section 5.1(a).
     ---------------

     Appraisal:  An  MAI  certified  appraisal  of  the  Project  performed  in
     ---------
accordance  with  FIRREA  and  Lender's  appraisal  requirements by an appraiser
selected and retained by Lender.

     Assignment  of Rents: An assignment of leases and rents made by Borrower in
     --------------------
favor of Lender assigning all leases, subleases and other agreements relating to
the  use and occupancy of all or any portion of the Project, and all present and
future leases, rents, issues and profits therefrom.

     Bankruptcy  Code:  Title 11 of the United States Code entitled "Bankruptcy"
     ----------------
as  now or hereafter in effect, or any successor thereto or any other present or
future bankruptcy or insolvency statute.

     Business  Day:  A  day  of  the  year  on  which  banks are not required or
     -------------
authorized to close in Cleveland, Ohio.

     Condominium  Units: Any dwelling unit to be constructed within the Phase II
     ------------------
Project to be submitted to the condominium form of ownership.

     Control:  As  such  term  is  used  with  respect  to any person or entity,
     -------
including  the  correlative  meanings  of  the  terms "controlled by" and "under
common  control with", shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management policies of such person
or  entity,  whether  through the ownership of voting securities, by contract or
otherwise.

     Daily  LIBOR  Rate:  The  rate  per  annum calculated by the Lender in good
     ------------------
faith,  which  Lender  determines  with reference to the rate per annum (rounded
upwards  to  the next higher whole multiple of 1/16th if such rate is not such a
multiple)  at which deposits in United States dollars are offered by prime banks
in  the  London interbank Eurodollar market two LIBOR Business days prior to the
day  on  which  such rate is calculated by the Lender in an amount comparable to
the  amount  of  such  advance  and  with a maturity equal to the LIBOR Interest
Period.

                                     -2-
<PAGE>

     Default or default: Any event, circumstance or condition, which, if it were
     ------------------
to  continue uncured, would, with notice or lapse of time or both, constitute an
Event of Default hereunder.

     Default  Rate:  A  rate  per  annum  equal  to the greater of: (i) eighteen
     -------------
percentage  points  (18%)  per annum; or (ii) three percentage points (300 basis
points)  in  excess of the Applicable Rate, but shall not at any time exceed the
highest rate permitted by law..

     Environmental  Indemnity:  An environmental indemnity from the Borrower and
     ------------------------
Guarantors,  jointly  and  severally,  indemnifying  Lender  with  regard to all
matters related to Hazardous Material and other environmental matters.

     Environmental  Proceedings:  Any  environmental  proceedings, whether civil
     --------------------------
(including actions by private parties), criminal, or administrative proceedings,
relating to the Project.

     Environmental  Report:  An  environmental report (a "Phase 1" environmental
     ---------------------
assessment)  prepared   at  Borrower's  expense  by  a  qualified  environmental
consultant  approved  by Lender, dated not more than six (6) months prior to the
Loan  Opening  Date  and  addressed  to  Lender  (or  subject to separate letter
agreement permitting Lender to rely on such environmental report).

     ERISA: The Employee Retirement Income Security Act of 1974, as amended, and
     -----
the regulations promulgated thereunder from time to time.

     Event of Default: As such term is defined in Article 14.
     ----------------                             ----------

     Exit Fee: As such term is defined in Section 7.3.
     --------                             -----------

     Federal  Funds  Effective Rate: Shall mean, for any day, the rate per annum
     ------------------------------
(rounded  upward  to  the nearest on one-hundredth of one percent (1/100 of 1%))
announced  by  the  Federal  Reserve  Bank of Cleveland on such day as being the
weighted  average  of the rates on overnight federal funds transactions arranged
by  federal funds brokers on the previous trading day, as computed and announced
by  such  Federal  Reserve Bank in substantially the same manner as such Federal
Reserve  Bank  computes  and  announces the weighted average it refers to as the
"Federal Funds Effective Rate."

     FIRREA:  The Financial Institutions Reform, Recovery And Enforcement Act of
     ------
1989, as amended from time to time.

     Governmental Authority: Any federal, state, county or municipal government,
     ----------------------
or political subdivision thereof, any governmental or quasi-governmental agency,
authority,  board,  bureau,  commission,  department, instrumentality, or public
body, or any court, administrative tribunal, or public utility.

     Guarantor:  Malcolm J. Wright and American Leisure Holdings, Inc., a Nevada
     ---------
corporation.

     Hazardous  Material:  Means  and  includes  gasoline,  petroleum,  asbestos
     -------------------
containing  materials,  explosives,  radioactive  materials  or any hazardous or
toxic material, substance or waste which is defined by those or similar terms or
is  regulated  as  such  under  any  Law  of  any  Governmental Authority having
jurisdiction  over the Project or any portion thereof or its use, including: (i)
any  "hazardous  substance"  defined  as  such  in  (or  for  purposes  of)  the
Comprehensive  Environmental  Response,  Compensation  and  Liability  Act,  42
U.S.C.A. Sec.

                                     -3-
<PAGE>

9601(14)  as  may  be amended from time to time, or any so-called "superfund" or
"superlien"  Law,  including  the  judicial  interpretation  thereof;  (ii)  any
"pollutant  or  contaminant"  as defined in 42 U.S.C.A. Sec. 9601(33); (iii) any
material  now  defined as "hazardous waste" pursuant to 40 C.F.R. Part 260; (iv)
any  petroleum,  including  crude  oil or any fraction thereof; (v) natural gas,
natural  gas  liquids,  liquefied natural gas, or synthetic gas usable for fuel;
(vi)  any  "hazardous  chemical" as defined pursuant to 29 C.F.R. Part 1910; and
(vii)  any other toxic substance or contaminant that is subject to any other Law
or  other  past  or  present  requirement  of  any  Governmental Authority.  Any
reference  above  to  a Law, includes the same as it may be amended from time to
time,  including  the  judicial  interpretation  thereof.

     Improvements: Any existing improvements on the Land and any improvements to
be constructed on the Land by Borrower.

     Interest  Rate  Agreement: An Interest Rate Protection Product purchased by
Borrower from Lender, if applicable.

     Interest Rate Protection Product: An interest rate hedging product, such as
a cap or swap or such other interest rate protection product.

     Internal  Revenue  Code: The Internal Revenue Code of 1986, as amended from
time to time.

     Land: As such term is defined in Recital A.
     ----

     Laws:  Collectively,  all  federal,  state and local laws, statutes, codes,
     ----
ordinances,  orders,  rules  and  regulations,  including  judicial  opinions or
precedential authority in the applicable jurisdiction.

     Late Charge: As such term is defined in Section 4.6.
     -----------

     Leases:  The  collective  reference  to all leases, subleases and occupancy
     ------
agreements  affecting  the Project or any part thereof now existing or hereafter
executed  and  all  amendments, modifications or supplements thereto approved in
writing by Lender.

     Lender:  As  defined  in  the  opening  paragraph  of  this  Agreement, and
     ------
including any successor holder of the Loan from time to time.

     LIBOR  Business  Day:  A Business Day on which dealings in U.S. dollars are
     --------------------
carried on in the London Interbank Market.

     LIBOR  Rate:  The  rate  per  annum calculated by the Lender in good faith,
     -----------
which Lender determines with reference to the rate per annum (rounded upwards to
the next higher whole multiple of 1/16th if such rate is not such a multiple) at
which deposits in United States dollars are offered by prime banks in the London
interbank  Eurodollar  market  two LIBOR Business days prior to the day on which
such  rate  is calculated by the Lender in an amount comparable to the amount of
such advance and with a maturity equal to the LIBOR Interest Period.

     LIBOR Rate Interest Period: With respect to each amount bearing interest at
     --------------------------
a LIBOR based rate, a period of one LIBOR Business day, commencing on the date a
disbursement of Loan proceeds is made, continued, or converted.

     LIBOR  Rate  Margin:  Three  and  one-tenth  percent (310 basis points) per
     -------------------
annum.

                                     -4-
<PAGE>

     Loan: As defined in Recital B.
     ----                ----------

     Loan  Amount: The maximum amount of the Loan as set forth in Section 4.1(a)
     ------------                                                 --------------
as reduced by principal payments made from time to time.

     Loan Commitment: That certain Commitment Letter dated December 1, 2005, and
     ---------------
executed by Borrower and Lender.

     Loan  Documents:  The collective reference to this Agreement, the documents
     ---------------
and  instruments  listed  in  Section  4.2,  and  all  the  other  documents and
instruments  entered  into from time to time, evidencing or securing the Loan or
any  obligation  of  payment thereof or performance of Borrower's or Guarantor's
obligations  in  connection  with the transaction contemplated hereunder and any
Interest Rate Agreement, each as amended.

     Loan  Opening  Date:  The date of the first disbursement of proceeds of the
     -------------------
Loan.

     Material  Adverse  Change  or  material  adverse  change:  If,  in Lender's
     --------------------------------------------------------
reasonable discretion, the business prospects, operations or financial condition
of  a  person, entity or property has changed in a manner which could impair the
value of Lender's security for the Loan, prevent timely repayment of the Loan or
otherwise  prevent the applicable person or entity from timely performing any of
its material obligations under the Loan Documents.

     Maturity Date: June  30, 2007.
     -------------      -----

     Mortgage: The mortgage, assignment of rents, security agreement and fixture
     --------
filing,  executed by Borrower for the benefit of Lender securing this Agreement,
the  Note, and all obligations of Borrower in connection with the Loan, granting
a first priority lien on Borrower's fee interest in the Project, subject only to
the Permitted Exceptions.

     Note:  A  promissory  note,  in  the  Loan Amount, executed by Borrower and
     ----
payable to the order of Lender, evidencing the Loan.

     Opening  of  the  Loan or Loan Opening: The date that the Loan proceeds are
     --------------------------------------
first disbursed to Borrower.

     Payment  Guaranty:  A  guaranty  of  payment executed by each Guarantor and
     -----------------
pursuant  to  which  the  Guarantors  jointly and severally guarantee payment of
principal, interest and other amounts due under the Loan Documents.

     Permitted  Exceptions:  Those  matters  listed  on  Schedule B to the Title
     ---------------------
Policy  to which title to the Project may be subject at the Loan Opening (as set
forth  on  EXHIBIT  "B",  attached  hereto)  and  thereafter  such  other  title
exceptions as Lender may reasonably approve in writing.

     Phase  1 Loan: The $40,000,000.00 revolving credit loan from Lender to: (i)
     -------------
Tierra  Del  Sol  (Phase  1), Ltd., a Florida limited partnership, (ii) TDS Town
Homes,  LLC,  a  Florida  limited  liability  company, (iii) Costa Blanca I Real
Estate, LLC., a Florida limited liability company, and (iv) TDS Amenities, Inc.,
a  Florida  corporation  (the "Phase 1 Borrowers"), provided simultaneously with
this Loan to finance the Phase 1 Project.

     Phase 2 Loan: As such term is defined in Recital "B".
     ------------

                                     -5-
<PAGE>

     Phase  1  Loan Agreement: That certain Construction Loan Agreement dated of
     ------------------------
even  date  herewith  entered into by and among Lender and the Phase 1 Borrowers
(which Phase 1 Loan Agreement includes the Addendum thereto).

     Phase 1 Project: The "Project" as defined and described in the Phase 1 Loan
     ---------------
Agreement.

     Phase  2  Project:  The collective reference to (i) the Land, together with
     -----------------
all  buildings,  structures  and  improvements located or to be located thereon,
(ii)  all  rights,  privileges,  easements  and  hereditaments  relating  or
appertaining  thereto,  and  (iii) all personal property, fixtures and equipment
required or beneficial for the operation thereof.

     Prime  Rate:  That interest rate established from time to time by Lender as
     -----------
Lender's  Prime  Rate, whether or not such rate is publicly announced; the Prime
Rate  may  not  be  the lowest interest rate charged by Lender for commercial or
other extensions of credit.

     Prime Rate Margin: 0 percent (0 basis points) per annum.
     -----------------

     State: The state in which the Land is located.
     -----

     Title  Insurer:  First American Title Insurance Company or such other title
     --------------
insurance company licensed in the State as may be approved in writing by Lender.

     Title Policy: An ALTA Mortgagee's Loan Title Insurance Policy with extended
     ------------
coverage  issued  by  the  Title  Insurer insuring the lien of the Mortgage as a
valid  first,  prior  and  paramount  lien  upon the Project and all appurtenant
easements,  and  subject  to  no  other  exceptions  other  than  the  Permitted
Exceptions  and  otherwise  satisfying  the  requirements of EXHIBIT"C" attached
hereto and made a part hereof.                               ---------

     Townhouse  Units:  Dwelling units to be located within the Phase II Project
     ---------------
to be constructed on a lot not submitted to the condominium ownership.

     Transfer:  Any sale, transfer, lease (other than a Lease approved by Lender
     --------
and  contracts of sale of the Townhouse Units and Condominium Units), conveyance
(other  than  conveyances  approved  by Lender), alienation, pledge, assignment,
mortgage,  encumbrance  hypothecation  or  other  disposition of: (a) all or any
portion  of  the  Project or any portion of any other security for the Loan; (b)
all  or  any  portion  of  the  Borrower's  right,  title and interest (legal or
equitable)  in  and  to the Project or any portion of any other security for the
Loan; or (c) any interest (other than warrants for a 2% partnership interest and
a pledge of partnership interest (but not a transfer pursuant to such pledge) in
Tierra  del  Sol  Resort  (Phase 1), Ltd, issued to Stanford International Bank,
Ltd.)  in  Borrower  or  any interest in any entity which directly or indirectly
holds  an  interest in, or directly or indirectly controls, Borrower (other than
any minority ownership interest in American Leisure Holdings, Inc.).

     Units: Units are the Townhouse Units and Condominium Units within the Phase
     -----
II Project.

     2.2 OTHER DEFINITIONAL PROVISIONS.

     All  terms defined in this Agreement shall have the same meanings when used
in  the  Note,  Mortgage,  any other Loan Documents, or any certificate or other
document  made  or  delivered  pursuant hereto. The words "hereof", "herein" and
"hereunder"  and words of similar import when used in this Agreement shall refer
to this Agreement.

                                     -6-
<PAGE>

                                    ARTICLE 3
                    BORROWER'S REPRESENTATIONS AND WARRANTIES

     3.1 REPRESENTATIONS AND WARRANTIES.

     To  induce  Lender  to  execute  this Agreement and perform its obligations
hereunder, Borrower hereby represents and warrants to Lender as follows:

          (a)  Borrower has good and marketable fee simple title to the Project,
     subject only to the Permitted Exceptions.

          (b) Except as previously disclosed to Lender in writing, no litigation
     or  proceedings  are  pending,  or  to  the  best  of  Borrower's knowledge
     threatened,  against  Borrower  or any Guarantor, which could, if adversely
     determined,  cause  a Material Adverse Change with respect to Borrower, any
     Guarantor,  or  the Project. There are no pending Environmental Proceedings
     and  Borrower  has no knowledge of any threatened Environmental Proceedings
     or  any  facts  or  circumstances  which  may  give  rise  to  any  future
     Environmental Proceedings.

          (c)  Borrower  is  a  duly  organized  and  validly  existing  limited
     liability  company  or  corporation  and  has  full  power and authority to
     execute,  deliver  and  perform  all  Loan Documents to which Borrower is a
     party,  and  such  execution,  delivery  and  performance  have  been  duly
     authorized by all requisite action on the part of Borrower.

          (d)  No  consent,  approval  or  authorization  of  or  declaration,
     registration  or  filing with any Governmental Authority or nongovernmental
     person or entity, including any creditor, partner, or member of Borrower or
     any  Guarantor,  is required in connection with the execution, delivery and
     performance  of  this Agreement or any of the Loan Documents other than the
     recordation  of the Mortgage, Assignment of Leases and Rents and the filing
     of  UCC-1  Financing  Statements,  except  for  such consents, approvals or
     authorizations  of  or  declarations  or  filings  with  any  Governmental
     Authority  or  non-governmental  person  or  entity where the failure to so
     obtain  would  not  have an adverse effect on Borrower or such Guarantor or
     which  have  been  obtained  as of any date on which this representation is
     made or remade.

          (e)  The  execution,  delivery  and performance of this Agreement, the
     execution  and  payment  of  the  Note and the granting of the Mortgage and
     other  security  interests  under  the  other  Loan  Documents  have  not
     constituted  and will not constitute, upon the giving of notice or lapse of
     time  or  both,  a  breach  or  default  under any other agreement to which
     Borrower  or  Guarantor  is  a  party  or  may  be  bound or affected, or a
     violation  of any law or court order which may affect the Project, any part
     thereof, any interest therein, or the use thereof.

          (f)  There  is  no  default  under  this  Agreement  or the other Loan
     Documents, nor any condition, which, after notice or the passage of time or
     both,  would  constitute  a  default  or  an  Event  of  Default under said
     documents.

          (g)  No  condemnation  of  any  portion  of  the  Project,  (ii)  no
     condemnation  or relocation of any roadways abutting the Project, and (iii)
     no proceeding to deny access to the Project from any point or planned point
     of  access  to  the  Project,  has  commenced or, to the best of Borrower's
     knowledge, is contemplated by any Governmental Authority.

          (h)  The  proposed  use  of  the Project will not violate (i) any Laws
     (including  subdivision,  zoning,  building,  environmental  protection and
     wetland  protection  Laws),  or  (ii) any building permits, restrictions of

                                     -7-
<PAGE>

     record,  or  agreements  affecting the Project or any part thereof. Neither
     the  zoning  authorizations,  approvals or variances nor any other right to
     construction  or  to  use  the  Project  is to any extent dependent upon or
     related to any real estate other than the Land.

          (i)  No  brokerage fees or commissions are payable by or to any person
     in connection with this Agreement or the Loan to be disbursed hereunder.

          (j)  All  financial  statements  and  other  information  previously
     furnished  by  Borrower  or  any Guarantor to Lender in connection with the
     Loan  are  true,  complete  and  correct  and  fairly present the financial
     conditions  of  the subjects thereof as of the respective dates thereof and
     do not fail to state any material fact necessary to make such statements or
     information  not misleading, and no Material Adverse Change with respect to
     Borrower  or  any Guarantor has occurred since the respective dates of such
     statements  and  information.  Neither  Borrower  nor any Guarantor has any
     material  liability,  contingent  or  otherwise,  not  disclosed  in  such
     financial statements.

          (k)  (i)  Except  for  materials  used  in  the  ordinary  course  of
     construction,  maintenance  and operation of the Project, such as petroleum
     products  (which must be used in compliance with all applicable laws, rules
     and  regulations),  the Project is free of all Hazardous Material and is in
     compliance  with  all  applicable  Laws  except  as  disclosed  in  the
     Environmental Report; (ii) except as disclosed in the Environmental Report,
     neither  Borrower  nor, to the best knowledge of Borrower, any other person
     or  entity,  has  ever  caused  or  permitted  any Hazardous Material to be
     placed, held, located or disposed of on, under, at or in a manner to affect
     the  Project,  or  any  part  thereof,  and the Project has never been used
     (whether  by  Borrower  or, to the best knowledge of Borrower, by any other
     person or entity) for any activities involving, directly or indirectly, the
     use,  generation,  treatment,  storage,  transportation, or disposal of any
     Hazardous  Material;  (iii)  except  as  disclosed in environmental reports
     furnished  to  Lender,  neither  the Project nor Borrower is subject to any
     existing,  pending,  or,  to  the  best of Borrower's knowledge, threatened
     investigation  or inquiry by any Governmental Authority, and the Project is
     not  subject  to  any  remedial  obligations  under  any  applicable  Laws
     pertaining  to health or the environment; and (iv) there are no underground
     tanks,  vessels,  or  similar  facilities  for  the storage, containment or
     accumulation  of Hazardous Materials of any sort on, under or affecting the
     Project,  except  for  such tanks and related facilities used in connection
     with  the  marina  operating  on  the  Property, which must be operated and
     maintained in compliance of all applicable laws, rules and regulations.

          (l)  The Project, or each parcel comprising the Project, is or will be
     taxed  separately without regard to any other property and for all purposes
     the  Project  may  be  mortgaged,  conveyed  and otherwise dealt with as an
     independent parcel.

          (m)  Borrower  and  its  agents  have  not  entered  into  any Leases,
     subleases  or other arrangements for occupancy of space within the Project,
     other than disclosed to Lender.

          (n)  The  Loan  is  not  being  made  for the purpose of purchasing or
     carrying  "margin  stock"  within  the  meaning  of Regulation G, T, U or X
     issued  by  the  Board  of  Governors  of  the  Federal Reserve System, and
     Borrower agrees to execute all instruments necessary to comply with all the
     requirements of Regulation U of the Federal Reserve System.

          (o)  Borrower  is  not  a  party  in  interest  to any plan defined or
     regulated  under ERISA, and the assets of Borrower are not "plan assets" of
     any  employee benefit plan covered by ERISA or Section 4975 of the Internal
     Revenue Code.

          (p)  Borrower  is not a "foreign person" within the meaning of Section
     1445 or 7701 of the Internal Revenue Code.

                                     -8-
<PAGE>

          (q)  Other  than "Sonesta Resorts at Tierra del Sol", Borrower uses no
     trade name other than its actual name set forth herein. The principal place
     of business of Borrower is in the State of Florida.

          (r)  Borrower's  place  of  formation  or organization is the State of
     Florida.

          (s) All statements set forth in the Recitals are true and correct.

          (t)  Neither  Borrower nor any Guarantor is (or will be) a person with
     whom  Lender  is  restricted  from  doing business under regulations of the
     Office  of Foreign Asset Control ("OFAC") of the Department of the Treasury
     of  the  United States of America (including, those Persons named on OFAC's
     Specially  Designated  and  Blocked  Persons  list)  or  under any statute,
     executive order (including, the September 24, 2001 Executive Order Blocking
     Property  and Prohibiting Transactions With Persons Who Commit, Threaten to
     Commit,  or Support Terrorism), or other governmental action and is not and
     shall not engage in any dealings or transactions or otherwise be associated
     with  such  persons.  In addition, Borrower hereby agrees to provide to the
     Lender with any additional information that the Lender deems necessary from
     time  to  time  in  order  to  ensure  compliance  with all applicable Laws
     concerning money laundering and similar activities.

     3.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     Borrower agrees that all of the representations and warranties set forth in
Section 3.1 and elsewhere in this Agreement are true as of the date hereof, will
----------
be true at the Loan Opening and, except for matters which have been disclosed by
Borrower  and  approved  by  Lender  in  writing,  at all times thereafter. Each
request  for  a  disbursement  under  the  Loan  Documents  shall  constitute  a
reaffirmation  of  such  representations  and  warranties, as deemed modified in
accordance  with  the disclosures made and approved as aforesaid, as of the date
of  such request. It shall be a condition precedent to the Loan Opening and each
subsequent disbursement that each of said representations and warranties is true
and  correct as of the date of such requested disbursement. Each disbursement of
Loan proceeds shall be deemed to be a reaffirmation by Borrower that each of the
representations  and  warranties  is  true  and  correct  as of the date of such
disbursement,  as  deemed  modified  in  accordance  with  disclosures  made and
approved as aforesaid. In addition, at Lender's request, Borrower shall reaffirm
such  representations  and  warranties  in  writing  prior  to each disbursement
hereunder.

                                    ARTICLE 4
                             LOAN AND LOAN DOCUMENTS

     4.1 AGREEMENT TO BORROW AND LEND; LENDER'S OBLIGATION TO DISBURSE.

     Subject  to  the terms, provisions and conditions of this Agreement and the
other Loan Documents, Borrower agrees to borrow from Lender and Lender agrees to
lend  to  Borrower  the  Loan, for the purposes and subject to all of the terms,
provisions and conditions contained in this Agreement.

          (a) The principal amount of the Loan shall not exceed FOURTEEN MILLION
     EIGHT HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($14,850,000.00).

          (b)  At  Closing,  Lender  shall  disburse  the Loan proceeds to or on
     behalf  of Borrower subject to the amounts shown on the Budget for the Loan
     attached hereto as EXHIBIT "F".
                        -----------

          (c)  To  the  extent  that Lender may have acquiesced in noncompliance
     with  any requirements precedent to the Opening of the Loan or precedent to
     any  subsequent  disbursement  of Loan proceeds (if any), such acquiescence
     shall  not  constitute a waiver by Lender, and Lender may at any time after
     such acquiescence require Borrower to comply with all such requirements.

                                     -9-
<PAGE>

     4.2 LOAN DOCUMENTS.

     Borrower  agrees  that it will, on or before the Loan Opening Date, execute
and  deliver  or  cause  to  be  executed  and delivered to Lender the following
documents in form and substance acceptable to Lender:

     (a)  The Note.

     (b)  The Mortgage.

     (c)  The Assignment of Rents.

     (d)  The Payment Guaranty.

     (e)  The Environmental Indemnity.

     (f)  A  Subordination,  Nondisturbance  and  Attornment  Agreement  between
          Lender and each of the tenants under any leases(s), if applicable.

     (g)  Such  UCC  financing  statements  as  Lender  determines are advisable
          or  necessary  to  perfect  or  notify  third  parties of the security
          interests intended to be created by the Loan Documents.

     (h)  Such  other  documents,  instruments  or  certificates  as  Lender and
          its counsel may reasonably require, including such documents as Lender
          in  its  sole  discretion deems necessary or appropriate to effectuate
          the terms and conditions of this Agreement and the Loan Documents, and
          to comply with the laws of the State.

     4.3 TERM OF THE LOAN.

     All  principal,  interest and other sums due under the Loan Documents shall
be due and payable in full on the Maturity Date.

     4.4 PREPAYMENTS.

     Borrower  shall have the right to make prepayments of the Loan, in whole or
in  part,  without  prepayment penalty. No prepayment of all or part of the Loan
shall be permitted unless same is made together with the payment of all interest
accrued  on  the  Loan through the date of prepayment and an amount equal to all
attorneys'  fees  and  disbursements  incurred  by  Lender  as  a  result of the
prepayment.

     4.5 REQUIRED PRINCIPAL PAYMENTS.

     (a)  All principal shall be paid on or before the Maturity Date.

     4.6 LATE CHARGE.

     Any  and  all amounts due hereunder or under the other Loan Documents which
remain  unpaid  more  than  five (5) days after the date said amount was due and
payable  shall  incur  a  fee (the "Late Charge") of the greater of four percent
                                    -----------
(4%)  per  annum  of  said amount or twenty-five dollars ($25.00), which payment
shall be in addition to all of Lender's other rights and remedies under the Loan
Documents,  provided  that  no  Late  Charge shall apply to the final payment of
principal on the Maturity Date.

                                      -10-
<PAGE>

                                    ARTICLE 5
                                    INTEREST

     5.1 INTEREST RATE.

          (a)  The  Loan  will  bear interest at the Applicable Rate, unless the
     Default  Rate  is  applicable.  The  Adjusted Daily LIBOR Rate shall be the
     "Applicable  Rate". For each disbursement of proceeds of the Loan, Borrower
     shall  deliver to Lender irrevocable notice (which may be (A) verbal notice
     provided  that  Borrower  delivers  to Lender facsimile confirmation within
     twenty  four (24) hours of such verbal notice or (B) electronic mail notice
     within  twenty  four  (24)  hours  of  such verbal notice) of the requested
     amount  of such disbursement. Borrower shall pay interest in arrears on the
     5th  day  of every calendar month in the amount of all interest accrued and
     unpaid.  All payments (whether of principal or of interest) shall be deemed
     credited  to Borrower's account only if received by 12:00 noon Orlando time
     on  a Business Day; otherwise, such payment shall be deemed received on the
     next Business Day.

          (b)  Interest  at  the  Applicable  Rate  (or  Default  Rate) shall be
     calculated  for the actual number of days elapsed on the basis of a 360-day
     year,  including  the  first  date  of  the  applicable  period to, but not
     including, the date of repayment.

          (c)  If  the  introduction  of or any change in any Law, regulation or
     treaty,  or  in  the  interpretation  thereof by any Governmental Authority
     charged  with  the  administration or interpretation thereof, shall make it
     unlawful  for  Lender  to maintain the Applicable Rate at an Adjusted Daily
     LIBOR  Rate with respect to the Loan or any portion thereof, or to fund the
     Loan or any portion thereof in Dollars in the London interbank market, then
     (1)  Lender shall notify Borrower that Lender is no longer able to maintain
     the Applicable Rate at an Adjusted Daily LIBOR Rate, and (2) the Applicable
     Rate  for  any portion of the Loan for which the Applicable Rate is then an
     Adjusted  Daily LIBOR Rate shall automatically be converted to the Adjusted
     Prime Rate.

          (d)  The  Loan  shall bear interest at the Default Rate at any time at
     which an Event of Default shall exist.

     5.2 INTEREST RATE AGREEMENTS.

          (a)  Any  indebtedness incurred pursuant to an Interest Rate Agreement
     entered  into by Borrower and Lender, if any, shall constitute indebtedness
     evidenced  by  the  Note  and  secured  by  the Mortgage and the other Loan
     Documents  to  the same extent and effect as if the terms and provisions of
     such  Interest  Rate  Agreement  were  set forth herein, whether or not the
     aggregate  of  such  indebtedness,  together with the disbursements made by
     Lender  of  the  proceeds  of the Loan, shall exceed the face amount of the
     Note.

          (b)  Borrower hereby collaterally assigns to Lender for the benefit of
     Lender  any  and  all  Interest Rate Protection Products purchased or to be
     purchased  by  Borrower in connection with the Loan, as additional security
     for  the  Loan,  and  agrees  to  provide  Lender  with  any  additional
     documentation  requested  by  Lender  in  order  to confirm or perfect such
     security  interest  during  the  term  of  the Loan. If Borrower obtains an
     Interest  Rate  Protection Product from a party other than Lender, Borrower
     shall  deliver  to  Lender  such  third  party's consent to such collateral
     assignment.  No  Interest  Rate  Protection  Product purchased from a third
     party may be secured by an interest in the Project.

                                      -11-
<PAGE>

          (c)  At  Borrower's  option,  Borrower  may institute an interest rate
     hedging program through the purchase of an Interest Rate Protection Product
     with respect to the Loan. The Interest Rate Protection Product, the portion
     of  the  Loan  (if less than the entire Loan Amount) to which such Interest
     Rate  Protection  Product  shall  apply,  and  the  financial  institution
     providing  the  Interest  Rate  Protection  Product,  shall  be  subject to
     Lender's  prior  written  approval  in  its sole discretion. Borrower shall
     afford  Lender  a  right  of first opportunity to provide all Interest Rate
     Protection  Products  but  shall  not be required to purchase such Interest
     Rate Protection Product from Lender.

                                    ARTICLE 6
                            COSTS OF MAINTAINING LOAN

     6.1 CAPITAL ADEQUACY.

          (a)  Borrower  recognizes  that  the cost to Lender of maintaining the
     Loan or any portion thereof may fluctuate and Borrower agrees to pay Lender
     additional  amounts  to  compensate  Lender  for any increase in its actual
     costs  incurred in maintaining the Loan or any portion thereof outstanding,
     or for the reduction of any amounts received or receivable from Borrower as
     a result of:

               (i)  any  change  after  the  date  hereof in any applicable Law,
          regulation  or  treaty,  or  in  the  interpretation or administration
          thereof,  or  by any domestic or foreign court, (A) changing the basis
          of  taxation  of  payments  under this Agreement to Lender (other than
          taxes  imposed  on  all  or  any  portion of the overall net income or
          receipts  of  Lender),  or  (B)  imposing,  modifying  or applying any
          reserve,  special  deposit  or  similar requirement against assets of,
          deposits  with or for the account of, credit extended by, or any other
          acquisition  of  funds for loans by Lender (which includes the Loan or
          any  applicable  portion  thereof)  (provided,  however, that Borrower
                                               --------   -------
          shall  not  be  charged again the Reserve Percentage already accounted
          for  in  the  definition  of  the  Adjusted  Daily LIBOR Rate), or (C)
          imposing  on  Lender,  or  the  London Interbank market generally, any
          other  condition  affecting  the Loan, provided that the result of the
          foregoing is to increase the cost to Lender of maintaining the Loan or
          any  portion  thereof  or  to reduce the amount of any sum received or
          receivable from Borrower by Lender under the Loan Documents; or

               (ii)  the  maintenance  by  Lender of reserves in accordance with
          reserve  requirements  promulgated  by  the  Board of Governors of the
          Federal  Reserve  System  of  the  United  States  with  respect  to
          "Eurocurrency Liabilities" of a similar term to that of the applicable
          portion  of  the  Loan  (without  duplication  for  reserves  already
          accounted for in the calculation of a LIBOR Rate pursuant to the terms
          hereof).

          (b)  If  the  application  of  any  Law, rule, regulation or guideline
     adopted  or  arising  out of the Basle Committee on Banking Regulations and
     Supervisory  Practices  entitled  "International  Convergence  of  Capital
     Measurement  and  Capital Standards", or the adoption after the date hereof
     of any other Law, rule, regulation or guideline regarding capital adequacy,
     or  any  change  after  the  date hereof in any of the foregoing, or in the
     interpretation  or  administration  thereof  by  any  domestic  or  foreign
     Governmental  Authority, central bank or comparable agency charged with the
     interpretation or administration thereof, or compliance by Lender, with any
     request  or directive regarding capital adequacy (whether or not having the
     force of law) of any such authority, central bank or comparable agency, has
     the  effect  of  reducing the rate of return on Lender's capital to a level
     below  that  which  Lender  would  have  achieved but for such application,
     adoption,  change  or compliance (taking into consideration the policies of
     Lender  with respect to capital adequacy), then, from time to time Borrower
     shall  pay  to Lender such additional amounts as will compensate Lender for
     such reduction with respect to any portion of the Loan outstanding.

                                      -12-
<PAGE>

          (c)  Any amount payable by Borrower under subsection (a) or subsection
                                                    -------------     ----------
     (b)  of  this  Section 6.1 shall be paid within five (5) days of receipt by
     --             -----------
     Borrower of a certificate signed by an authorized officer of Lender setting
     forth  the  amount  due and the basis for the determination of such amount,
     which  statement  shall  be  conclusive  and  binding upon Borrower, absent
     manifest  error.  Failure  on  the  part  of  Lender to demand payment from
     Borrower  for  any  such amount attributable to any particular period shall
     not  constitute a waiver of Lender's right to demand payment of such amount
     for  any subsequent or prior period. Lender shall use reasonable efforts to
     deliver  to Borrower prompt notice of any event described in subsection (a)
                                                                  --------------
     or  (b)  above,  of the amount of the reserve and capital adequacy payments
         --
     resulting  therefrom  and  the  reasons  therefor  and  of  the  basis  of
     calculation  of  such amount; provided, however, that any failure by Lender
                                   --------  -------
     to  so  notify  Borrower  shall not affect Borrower's obligation to pay the
     reserve and capital adequacy payment resulting therefrom.

     6.2 BORROWER WITHHOLDING.

     If  by  reason  of a change in any applicable Laws occurring after the date
hereof,  Borrower  is  required  by  Law to make any deduction or withholding in
respect  of any taxes (other than taxes imposed on or measured by the net income
of  Lender or any franchise tax imposed on Lender), duties or other charges from
any  payment  due under the Note to the maximum extent permitted by law, the sum
due  from  Borrower  in respect of such payment shall be increased to the extent
necessary  to  ensure  that,  after the making of such deduction or withholding,
Lender  receives  and  retains  a  net  sum equal to the sum which it would have
received had no such deduction or withholding been required to be made.

                                    ARTICLE 7
                            LOAN EXPENSE AND ADVANCES

     7.1 LOAN AND ADMINISTRATION EXPENSES.

     Borrower  unconditionally agrees to pay all expenses of the Loan, including
all  amounts payable pursuant to Sections 7.2 and 7.3 and any and all other fees
                                 ------------     ---
owing  to  Lender  pursuant  to  the Loan Documents, and also including, without
limiting the generality of the foregoing, all recording, filing and registration
fees  and  charges, mortgage or documentary taxes, all insurance premiums, title
insurance  premiums  and  other  charges  of  the  Title  Insurer,  printing and
photocopying  expenses,  survey  fees  and  charges, cost of certified copies of
instruments,  cost of premiums on the Title Policy, charges of the Title Insurer
or other escrowee for administering disbursements, all appraisal fees, insurance
consultant's  fees,  environmental consultant's fees and travel related expenses
and,  if  any  default  or Event of Default occurs hereunder or under any of the
Loan Documents or if the Loan or Note or any portion thereof is not paid in full
when and as due, all reasonable costs and expenses of Lender (including, without
limitation,  court costs and counsel's fees and disbursements and fees and costs
of  paralegals)  incurred  in  attempting  to  enforce  payment  of the Loan and
expenses  of  Lender  incurred  (including  court  costs  and counsel's fees and
disbursements  and  reasonable  fees  and  costs of paralegals) in attempting to
realize, while a default or Event of Default exists, on any security or incurred
in  connection  with  the  sale  or  disposition  (or  preparation  for  sale or
disposition) of any security for the Loan. Borrower agrees to pay all brokerage,
finder  or  similar  fees  or  commissions  payable  in  connection  with  the
transactions  contemplated  hereby  and shall indemnify and hold Lender harmless
against  all  claims, liabilities, costs and expenses (including attorneys' fees
and  expenses)  incurred  in  relation to any claim by broker, finder or similar
person.

     7.2 EXIT FEE.

     When  Loan  is  due  and  payable in full or is prepaid in full (whether at
Maturity or at any other time), Borrower will pay to Lender an exit fee equal to
four percent (4%) of the maximum Loan amount unless: (a) the Loan is repaid with
a  construction  loan  from  Lender  or  an affiliate of Lender containing terms
consistent  with  the  Pase  1 Loan Agreement, or (b) Lender declines to grant a
construction loan to Borrower.

                                      -13-
<PAGE>

     7.3 LENDER'S ATTORNEYS' FEES AND DISBURSEMENTS.

     Borrower  agrees to pay Lender's reasonable attorney fees and disbursements
incurred  in  connection  with  this Loan, including (i) the preparation of this
Agreement,  any  intercreditor  agreements  and the other Loan Documents and the
preparation  of  the  closing  binders,  (ii)  the  disbursement,  syndication,
amendment, and administration of the Loan and (iii) the enforcement of the terms
of this Agreement and the other Loan Documents.

     7.4 TIME OF PAYMENT OF FEES AND EXPENSES.

     Borrower  shall  pay  all  expenses and fees of the Loan incurred as of the
Loan Opening on the Loan Opening Date (unless sooner required herein).

     7.5 EXPENSES AND ADVANCES SECURED BY LOAN DOCUMENTS.

     Any  and  all advances or payments made by Lender under this Article 7 from
                                                                  ---------
time  to  time,  and any amounts expended by Lender pursuant to Section 15.1(a),
                                                                --------------
shall,  as  and  when  advanced  or incurred, constitute additional indebtedness
evidenced by the Note and secured by the Mortgage and the other Loan Documents.

     7.6 RIGHT OF LENDER TO MAKE ADVANCES TO CURE BORROWER'S DEFAULTS.

     In  the  event  that Borrower fails to perform any of Borrower's covenants,
agreements  or  obligations contained in this Agreement or any of the other Loan
Documents  (after  the expiration of applicable notice and grace periods, except
in  the  event  of an emergency or other exigent circumstances), Lender may (but
shall  not  be  required  to)  perform  any  of  such  covenants, agreements and
obligations, and any reasonable amounts expended by Lender in so doing and shall
constitute  additional  indebtedness  evidenced  by  the Note and secured by the
Mortgage  and  the  other  Loan Documents and shall bear interest at the Default
Rate.

                                    ARTICLE 8
                REQUIREMENTS PRECEDENT TO THE OPENING OF THE LOAN

     8.1 CONDITIONS PRECEDENT.

     Borrower  agrees  that  Lender's obligation to disburse the proceeds of the
Loan  is  conditioned  upon Borrower's delivery, performance and satisfaction of
the  following conditions precedent in form and substance satisfactory to Lender
in its reasonable discretion:

          (a) Equity: Borrower shall provide evidence reasonably satisfactory to
              ------
     the Lender that Borrower's land appreciation equity invested in the Project
     indicates a loan-to-value ration of not more than fifty percent (50%).

          (b) Title and Other Documents: Borrower shall have furnished to Lender
              -------------------------
     the  Title  Policy  together  with  legible  copies  of all title exception
     documents cited in the Title Policy and all other legal documents affecting
     the Project or the use thereof;

                                      -14-
<PAGE>

          (c)  Survey:  Borrower  shall  have  furnished  to Lender an ALTA/ACSM
               ------
     "Class  A"  Land Title Survey of the Project. Said survey shall be dated no
     earlier than ninety (90) days prior to the Loan Opening, shall be made (and
     certified to have been made) as set forth in EXHIBIT"D" attached hereto and
     made  a  part hereof. Such survey shall be sufficient to permit issuance of
     the  Title Policy in the form required by this Agreement. Such survey shall
     include the legal description of the Land;

          (d)  Insurance  Policies:  Borrower shall have furnished to Lender not
               -------------------
     less  than  ten  (10)  days prior to the date of this Agreement policies or
     binders  evidencing  that insurance coverages are in effect with respect to
     the  Project  and  Borrower,  in accordance with the Insurance Requirements
     attached hereto  as  EXHIBIT "E",  for  which  the premiums have been fully
                          ----------
     prepaid with endorsements satisfactory to Lender.

          (e)  No  Litigation:  Borrower  shall  have furnished evidence that no
               --------------
     litigation or proceedings, other than those matters previously disclosed to
     Lender,  shall  be  pending  or  threatened  which  could  or might cause a
     Material  Adverse  Change  with  respect to Borrower, any Guarantor, or the
     Project;

          (f)  Attorney  Opinions:  Borrower  shall  have furnished to Lender an
               ------------------
     opinion from counsel for Borrower and Guarantor covering due authorization,
     execution  and  delivery  and enforceability of the Loan Documents and also
     containing such other legal opinions as Lender shall require;

          (g) Appraisal: Lender shall have obtained an Appraisal in an amount at
              ---------
     least equal to $29, 700,000.00 which Appraisal is satisfactory to Lender in
     all respects;

          (h)  Searches:  Borrower  shall  have  furnished  to  Lender  current
               --------
     bankruptcy,  federal  tax  lien  and  judgment searches and searches of all
     Uniform  Commercial  Code  financing  statements  filed  in  each place UCC
     Financing  Statements  are to be filed hereunder, demonstrating the absence
     of adverse claims;

          (i)  Financial  Statements:  Borrower  shall  have furnished to Lender
               ---------------------
     current  annual  financial statements of Borrower, the Guarantors, and such
     other  persons  or  entities connected with the Loan as Lender may request,
     each  in  form and substance and certified by such individual as acceptable
     to  Lender. Borrower and the Guarantors shall provide such other additional
     financial information Lender reasonably requires;

          (j)  Organizational Documents: Borrower shall have furnished to Lender
               ------------------------
     proof satisfactory to Lender of authority, formation, organization and good
     standing in the State of its incorporation or formation and, if applicable,
     qualification  as  a  foreign  entity  in good standing in the state of its
     incorporation  or  formation,  of  all  corporate,  partnership,  trust and
     limited  liability company entities (including Borrower and each Guarantor)
     executing  any  Loan  Documents,  whether in their own name or on behalf of
     another  entity.  Borrower shall also provide certified resolutions in form
     and  content  satisfactory  to  Lender, authorizing execution, delivery and
     performance  of  the Loan Documents, and such other documentation as Lender
     may  reasonably  require to evidence the authority of the persons executing
     the Loan Documents;

          (k) No Default: There shall be no uncured Event of Default by Borrower
              ----------
     hereunder  nor  any  event,  circumstance or condition which with notice or
     passage of time or both would be an Event of Default; and

                                      -15-
<PAGE>

          (l) Additional Documents: Borrower shall have furnished to Lender such
              --------------------
     other  materials,  documents, papers or requirements regarding the Project,
     Borrower and any Guarantor or Tenant as Lender shall reasonably request.

                                    ARTICLE 9
                                    RESERVED


                                   ARTICLE 10
                                 OTHER COVENANTS

     10.1 BORROWER FURTHER COVENANTS AND AGREES AS FOLLOWS:

          (a)  Mechanics' Liens and Contest Thereof. Borrower will not suffer or
               ------------------------------------
     permit any mechanics' lien claims to be filed or otherwise asserted against
     the  Project  or any funds due to the General Contractor, and will promptly
     discharge  the  same  in  case  of  the  filing  of  any claims for lien or
     proceedings  for  the enforcement thereof, provided, however, that Borrower
     shall have the right to contest in good faith and with reasonable diligence
     the  validity  of  any  such  lien  or claim provided that Borrower posts a
     statutory  lien  bond  which  removes  such  lien from title to the Project
     within  twenty  (20)  days  of  written notice by Lender to Borrower of the
     existence  of  the  lien).  Lender will not be required to make any further
     disbursements  of the proceeds of the Loan until any mechanics' lien claims
     have  been removed and Lender may, at its option, restrict disbursements to
     reserve sufficient sums to pay 150% of the lien.

          (b)  Settlement  of  Mechanics'  Lien  Claims.  If Borrower shall fail
               ----------------------------------------
     promptly  either  (i)  to discharge any such lien, or (ii) post a statutory
     lien  bond  in  the  manner  provided in Section 10.1(a) Lender may, at its
     election  (but shall not be required to), procure the release and discharge
     of  any  such claim and any judgment or decree thereon and, further, may in
     its sole discretion effect any settlement or compromise of the same, or may
     furnish such security or indemnity to the Title Insurer, and any amounts so
     expended  by  Lender,  including  premiums  paid  or  security furnished in
     connection  with  the issuance of any surety company bonds, shall be deemed
     to  constitute  disbursement  of  the  proceeds  of  the Loan hereunder. In
     settling, compromising or discharging any claims for lien, Lender shall not
     be required to inquire into the validity or amount of any such claim.

          (c)  Renewal  of Insurance. Borrower shall cause insurance policies to
               ---------------------
     be  maintained  in  compliance with EXHIBIT"E" at all times. Borrower shall
     timely  pay  all premiums on all insurance policies required hereunder, and
     as and when additional insurance is reasonably required, from time to time,
     and  as  and  when any policies of insurance may expire, furnish to Lender,
     premiums prepaid, additional and renewal insurance policies with companies,
     coverage  and  in amounts satisfactory to Lender in accordance with Section
     8.1(d).

          (d)  Payment  of  Taxes.  Borrower shall pay all real estate taxes and
               ------------------
     assessments  and  charges  of  every  kind upon the Project before the same
     become delinquent, provided, however, that Borrower shall have the right to
     pay  such  tax  under  protest  or  to  otherwise  contest  any such tax or
     assessment,  but  only if (i) such contest has the effect of preventing the
     collection  of  such  taxes so contested and also of preventing the sale or
     forfeiture of the Project or any part thereof or any interest therein, (ii)
     Borrower  has  notified  Lender of Borrower's intent to contest such taxes,
     and  (iii)  Borrower has deposited security in form and amount satisfactory
     to  Lender,  in  its  sole discretion, and has increased the amount of such
     security so deposited promptly after Lender's request therefor. If Borrower
     fails  to  commence  such contest or, having commenced to contest the same,
     and  having deposited such security required by Lender for its full amount,
     shall thereafter fail to prosecute such contest in

                                      -16-
<PAGE>

     good  faith  or  with  due  diligence,  or,  upon adverse conclusion of any
     such contest, shall fail to pay such tax, assessment or charge, Lender may,
     at  its election (but shall not be required to), pay and discharge any such
     tax,  assessment  or  charge,  and any interest or penalty thereon, and any
     amounts  so  expended by Lender shall be deemed to constitute disbursements
     of  the  Loan proceeds hereunder (even if the total amount of disbursements
     would exceed the face amount of the Note). Borrower shall furnish to Lender
     evidence  that taxes are paid at least five (5) days prior to the last date
     for  payment  of such taxes and before imposition of any penalty or accrual
     of interest.

          (e)  Tax  and  Insurance  Escrow  Accounts.  Borrower  shall, upon the
               -------------------------------------
     occurrence of any Event of Default, make insurance and tax escrow deposits,
     in  amounts  reasonably  determined  by  Lender  from time to time as being
     needed to pay taxes and insurance premiums when due, in an interest bearing
     escrow  account held by Lender in Lender's name and under its sole dominion
     and control. All payments deposited in the escrow account, and all interest
     accruing  thereon,  are  pledged  as  additional  collateral  for the Loan.
     Notwithstanding  Lender's  holding  of  the  escrow account, nothing herein
     shall  obligate Lender to pay any insurance premiums or real property taxes
     with  respect to any portion of the Project unless the Event of Default has
     been  cured to the satisfaction of Lender. If the Event of Default has been
     satisfactorily cured, Lender shall make available to Borrower such funds as
     may  be  deposited  in  the escrow account from time to time for Borrower's
     payment  of  insurance  premiums or real property taxes due with respect to
     the  Project.  Upon  Lender's  request,  Borrower shall provide Lender with
     copies of paid tax and insurance bills.

          (f)  Personal Property. All of Borrower's personal property, fixtures,
               -----------------
     attachments and equipment delivered upon, attached to or used in connection
     with  the  Construction  or  the  operation  of the Project shall always be
     located  at  the  Project  and  shall  be kept free and clear of all liens,
     encumbrances and security interests.

          (g) Leasing Restrictions. Without the prior written consent of Lender,
              --------------------
     Borrower and Borrower's agents shall not enter into any Leases.

          (h)  Defaults  Under  Leases.  Borrower  will not suffer or permit any
               -----------------------
     breach  or  default  to occur in any of Borrower's obligations under any of
     the  Leases  nor  suffer  or  permit the same to terminate by reason of any
     failure  of  Borrower  to meet any requirement of any Lease including those
     with  respect to any time limitation within which any of Borrower's work is
     to be done or the space is to be available for occupancy by the lessee.

          (i)  Further  Collateral  Assignments.  Borrower  agrees  that  upon
               --------------------------------
     satisfaction  of  the  conditions precedent set forth in Section 15.1(u) of
     the  Phase  I  Loan Agreement regading payment of sums owing to the General
     Contractor  and  the delivery of funds to the Completion Guarantor (each as
     defined  in  the  Phase  I  Loan  Agreement),  Borrower shall cause Phase 1
     Borrower to execute and deliver to Lender, in form and substance acceptable
     to  Lender, a collateral assignment of the Net Cash Flow (as defined in the
     Phase  1  Loan Agreement). Borrower agrees that upon payment in full of the
     Phase  1  Loan,  Borrower  shall  cause the Phase 1 Borrower to execute and
     deliver  to  Lender  a  collateral assignment of the Collateral Account (as
     defined in the Phase 1 Loan Agreement).

          (j)  Subject  to satisfaction of the conditions precedent set forth in
     Section  15.1(u)  of  the  Phase I Loan Agreement regarding payment of sums
     owing to and delivery of funds to the General Contractor (as defined in the
     Phase  I  Loan Agreement), upon payment in full of the Phase 1 Loan, if the
     Phase  2  Loan is not then financed with a construction loan from Lender or
     otherwise  paid-off  in  full, then 100% of the net sales proceeds from the
     closing  of  Units  (as  defined  in  the  Phase  1 Loan Agreement) will be
     required  to be applied to the outstanding principal balance of the Phase 2
     Loan,  until  the  Phase  2  Loan  is  repaid  in full or refinanced with a
     construction  loan  from Lender. Notwithstanding the foregoing, but subject

                                      -17-
<PAGE>

     to  the satisfaction of the conditions precedant set forth in Section 15(u)
     of  the  Phase  I  Loan  Agreement  regarding  payment of sums owing to and
     delivery of funds to the General Contractor (as defined in the Phase I Loan
     Agreement)  in the event that: (i) the Phase 2 Loan has been repaid in full
     and  (ii)  the  construction  of any amenities which constitute part of the
     Phase  I  Project as provided in the Phase I Loan Agreement is not complete
     and such construction is not to be financed with a loan from a lender other
     than  Lender, then 100% of the net sales proceeds from the closing of Units
     as  defined  in  the  Phase  I Loan Agreement (after payment in full of the
     Phase  1  Loan)  will  be held in a Lender controlled account to be used to
     fund the construction of such uncompleted amenities.

          (k)  Lender's Attorneys' Fees for Enforcement of Agreement. In case of
               -----------------------------------------------------
     any  default  or  Event  of  Default  hereunder,  Borrower  (in addition to
     Lender's  attorneys' fees, if any, to be paid pursuant to Section 7.3) will
     pay  Lender's attorneys' and paralegal fees (including, without limitation,
     any  attorney  and paralegal fees and costs incurred in connection with any
     litigation  or  bankruptcy  or  administrative  hearing  and  any  appeals
     therefrom  and  any  post-judgment  enforcement  action  including, without
     limitation,  supplementary  proceedings) in connection with the enforcement
     of  this Agreement; without limiting the generality of the foregoing, if at
     any time or times hereafter Lender employs counsel (whether or not any suit
     has  been or shall be filed and whether or not other legal proceedings have
     been  or  shall  be  instituted)  for  advice  or other representation with
     respect to the Project, this Agreement, or any of the other Loan Documents,
     or  to  protect, collect, lease, sell, take possession of, or liquidate any
     of  the  Project, or to attempt to enforce any security interest or lien in
     any  portion  of  the  Project,  or  to  enforce  any  rights  of Lender or
     Borrower's  obligations  hereunder,  then  in any of such events all of the
     attorneys'  fees  arising  from  such services, and any expenses, costs and
     charges  relating  thereto  (including fees and costs of paralegals), shall
     constitute  an additional liability owing by Borrower to Lender, payable on
     demand.

          (l) Appraisals. Lender shall have the right to obtain a new or updated
              ----------
     Appraisal  of  the Project from time to time. Borrower shall cooperate with
     Lender  in  this  regard.  If the Appraisal is obtained to comply with this
     Agreement  or  any applicable law or regulatory requirement, or bank policy
     promulgated to comply therewith, or if an Event of Default exists, Borrower
     shall  pay for any such Appraisal upon Lender's request; provided, however,
     that  Borrower  shall  not be required to pay for such Appraisals more than
     one time in any twelve month period.

          (m)  Furnishing  Information.  Borrower  shall  deliver or cause to be
               -----------------------
     delivered  to  Lender:  (i) upon request, annual Federal Income Tax Returns
     for Borrower and each Guarantor; (ii) not later than ninety (90) days after
     the  end  of  each  fiscal  year,  annual  audited  financial statements of
     Borrower  and each Guarantor; (iii) not later than one hundred twenty (120)
     days  after the end of each fiscal year, an audited financial statement for
     Borrower and Guarantor (as applicable). All such financial statements shall
     be  in  a  format approved in writing by Lender in Lender's reasonable sole
     discretion.  Each  financial statement shall be certified as true, complete
     and  correct by its preparer and by Borrower or, in the case of each of the
     Guarantors'  financial  statements,  by  the  Guarantor to whom it relates.
     Within  fifteen  (15)  days after the end of each calendar quarter, or more
     frequently  upon  request  therefor,  Borrower shall deliver to Lender with
     respect  to Borrower and Guarantor a current rent roll and a summary of all
     leasing  activity  then  taking  place  with  respect  to  the  Project,
     particularly  describing  the  status  of all pending non-residential lease
     negotiations,  if  any.  Borrower  and  the  Guarantors  shall provide such
     additional  financial  information  as Lender reasonably requires. Borrower
     shall  during  regular business hours permit Lender or any of its agents or
     representatives  to have access to and examine all of its books and records
     regarding the development and operation of the Project.

          (n) Sign and Publicity. Upon Lender's request, Borrower shall promptly
              ------------------
     erect a sign approved in advance by Lender in a conspicuous location on the
     Project  indicating  that  the  financing  for  the  Project is provided by

                                      -18-
<PAGE>

     Lender, provided that all such signs must comply with all applicable zoning
     laws  and regulations. Lender reserves the right to publicize the making of
     the Loan.

          (o)  Lost  Note.  Upon Lender's furnishing to Borrower an affidavit to
               ----------
     such  effect,  Borrower shall, if the Note is mutilated, destroyed, lost or
     stolen,  deliver to Lender, in substitution therefor, a new note containing
     the same terms and conditions as the Note.

          (p)  Indemnification.  Borrower shall indemnify Lender, including each
               ---------------
     party  owning  an  interest  in  the  Loan  and  their respective officers,
     directors,  employees  and  consultants  (each, an "Indemnified Party") and
                                                         -----------------
     defend  and  hold  each  Indemnified  Party  harmless  from and against all
     claims,  injury,  damage,  loss  and liability, cost and expense (including
     attorneys'  fees,  costs and expenses) of any and every kind to any persons
     or  property  by  reason  of  (i)  the  Construction; (ii) the operation or
     maintenance of the Project; (iii) any breach of representation or warranty,
     default or Event of Default under this Agreement or any other Loan Document
     or  Related  Document;  or (iv) any other matter arising in connection with
     the  Loan,  Borrower,  Completion Guarantor, Guarantors, or the Project. No
     Indemnified Party shall be entitled to be indemnified against its own gross
     negligence  or  willful  misconduct.  The  foregoing  indemnification shall
     survive  repayment  of  the  Loan  and  shall  continue  to  benefit Lender
     following  any  assignment  of  the Loan with respect to matters arising or
     accruing prior to such assignment.

          (q)  No Additional Debt. Except for the Loan, Borrower shall not incur
               ------------------
     any  indebtedness  (whether  personal or nonrecourse, secured or unsecured)
     other  than customary trade payables paid within sixty (60) days after they
     are incurred.

          (r)  Compliance  With  Laws. Borrower shall comply with all applicable
               ----------------------
     requirements  (including  applicable  Laws)  of  any Governmental Authority
     having jurisdiction over Borrower or the Project.

          (s)  Organizational  Documents.  Borrower shall not, without the prior
               -------------------------
     written  consent  of Lender (except as permitted pursuant to the definition
     of  "Transfer",  above),  permit  or  suffer  (i)  a  material amendment or
     modification of its organizational documents, (ii) the admission of any new
     member,  partner or shareholder, or (iii) any dissolution or termination of
     its existence.

          (t)  Furnishing Reports. Upon Lender's request, Borrower shall provide
               ------------------
     Lender  with  copies  of  all  inspections, reports, test results and other
     information  received  by  any  Borrower,  which  in  any way relate to the
     Project or any part thereof.

          (u)  Management  Contracts.  Borrower  shall  not  enter into, modify,
               ---------------------
     amend,  terminate  or  cancel  any  management  contracts  for  the Project
     (including  but  not limited to the Operating Agreement) or agreements with
     agents  or  brokers,  without  the  prior written approval of Lender, which
     approval shall not be unreasonably withheld or delayed.

          (v)  Furnishing  Notices. Borrower shall provide Lender with copies of
               -------------------
     all  material  notices  pertaining to the Project received by Borrower from
     any Governmental Authority or insurance company within seven (7) days after
     such notice is received.

          (w) Right of First Refusal. Borrower hereby grants Lender the right of
              ----------------------
     first  refusal  to  provide  the  construction  financing  for the Phase II
     Project.

                                      -19-
<PAGE>

     10.2 AUTHORIZED REPRESENTATIVE.

     Borrower  hereby  appoints  MALCOLM  J.  WRIGHT  or  STEVE  PARKER  as  its
Authorized  Representative  for  purposes  of  dealing  with Lender on behalf of
Borrower  in  respect  of any and all matters in connection with this Agreement,
the other Loan Documents, and the Loan. The Authorized Representative shall have
the  power,  in  his  discretion,  to  give  and  receive  all  notices, monies,
approvals,  and  other documents and instruments, and to take an other action on
behalf  of Borrower. All actions by the Authorized Representative shall be final
and  binding  on  Borrower.  Lender  may  rely  on  the  authority  given to the
Authorized  Representative  until  actual receipt by Lender of a duly authorized
resolution substituting a different person as the Authorized Representative.



                                   ARTICLE 11
                           CASUALTIES AND CONDEMNATION

     11.1 LENDER'S ELECTION TO APPLY PROCEEDS ON INDEBTEDNESS.

          (a)  Subject  to  the  provisions of Section 11.1(b) below, Lender may
                                               --------------
     elect  to collect, retain and apply upon the indebtedness of Borrower under
     this Agreement or any of the other Loan Documents all proceeds of insurance
     or  condemnation  (individually and collectively referred to as "Proceeds")
     after  deduction  of  all  expenses of collection and settlement, including
     attorneys'  and  adjusters'  fees and charges. Any proceeds remaining after
     repayment  of  the  indebtedness  under the Loan Documents shall be paid by
     Lender to Borrower.

          (b)  Notwithstanding  anything  in Section 11.1(a) to the contrary, in
                                             --------------
     the  event  of any casualty to the Improvements or any condemnation of part
     of the Project, Lender agrees to make available the Proceeds to restoration
     of  the  Improvements  if (i) no Event of Default exists, (ii) all Proceeds
     are  deposited  with  Lender,  (iii)  in  Lender's reasonable judgment, the
     amount  of Proceeds available for restoration of the Improvements (together
     with  undisbursed  proceeds  of the Loan, if any, allocated for the cost of
     the  Construction  and  any  sums  or  other  security acceptable to Lender
     deposited  with  Lender  by Borrower for such purpose) is sufficient to pay
     the full and complete costs of such restoration, (iv) no material Leases in
     effect  at  the  time  of  such  casualty  or  condemnation  are or will be
     terminated nor rent decreased as a result of such casualty or condemnation,
     (v) in Lender's reasonable determination, the Project can be restored to an
     architecturally  and  economically  viable  project  in  compliance  with
     applicable Laws, (vi) each Guarantor reaffirms its Guaranty in writing, and
     (vii)  in  Lender's reasonable determination, such restoration is likely to
     be completed not later than three months prior to the Maturity Date.

                                   ARTICLE 12
                       ASSIGNMENTS BY LENDER AND BORROWER

     12.1 ASSIGNMENTS AND PARTICIPATIONS.

     Lender  may  from time to time sell the Loan and the Loan Documents (or any
interest  therein)  and may grant participations in the Loan. Borrower agrees to
cooperate  with  Lender's  efforts to do any of the foregoing and to execute all
documents  reasonably  required  by  Lender in connection therewith which do not
materially  adversely  affect  Borrower's  rights  under  the material terms and
conditions of the Loan Documents.

                                      -20-
<PAGE>

     12.2 PROHIBITION OF ASSIGNMENTS AND TRANSFERS BY BORROWER.

     Borrower  shall  not  assign  or  attempt  to  assign its rights under this
Agreement  and any purported assignment shall be void. Without the prior written
consent  of  Lender,  in  Lender's sole discretion, Borrower shall not suffer or
permit  (a)  any  change  in  the management (whether direct or indirect) of the
Project or of Borrower (subject to the exceptions set forth in the definition of
"Transfer", above), or (b) any Transfer.

     12.3 PROHIBITION OF TRANSFERS IN VIOLATION OF ERISA.

     In  addition  to the prohibitions set forth in Section 12.2 above, Borrower
                                                    ------------
shall  not  assign,  sell,  pledge, encumber, transfer, hypothecate or otherwise
dispose  of  its  interest  or  rights  in  this Agreement or in the Project, or
attempt to do any of the foregoing or suffer any of the foregoing, nor shall any
party  owning  a  direct  or indirect interest in Borrower assign, sell, pledge,
mortgage,  encumber,  transfer,  hypothecate  or otherwise dispose of any of its
rights  or  interest  (direct or indirect) in Borrower, attempt to do any of the
foregoing  or  suffer any of the foregoing, if such action would cause the Loan,
or the exercise of any of Lender's rights in connection therewith, to constitute
a  prohibited  transaction under ERISA or the Internal Revenue Code or otherwise
result in Lender being deemed in violation of any applicable provision of ERISA.
Borrower  agrees to indemnify and hold Lender free and harmless from and against
all  losses,  costs  (including  attorneys'  fees  and expenses), taxes, damages
(including  consequential  damages)  and expenses Lender may suffer by reason of
the  investigation,  defense  and  settlement  of  claims  and  in obtaining any
prohibited  transaction exemption under ERISA necessary or desirable in Lender's
sole  judgment  or  by  reason  of  a  breach of the foregoing prohibitions. The
foregoing  indemnification  shall be a recourse obligation of Borrower and shall
survive  repayment  of  the  Note,  notwithstanding  any limitations on recourse
contained herein or in any of the Loan Documents.

     12.4 SUCCESSORS AND ASSIGNS.

     Subject  to the foregoing restrictions on transfer and assignment contained
in  this  Article  12, this Agreement shall inure to the benefit of and shall be
          -----------
binding  on  the  parties  hereto  and their respective successors and permitted
assigns.

                                   ARTICLE 13
                               TIME OF THE ESSENCE

     13.1  TIME  IS  OF THE ESSENCE. Borrower agrees that time is of the essence
under this Agreement.

                                   ARTICLE 14
                                EVENTS OF DEFAULT

     14.1  DEFAULTS.  The  occurrence  of any one or more of the following shall
constitute an "Event of Default" as said term is used herein:

          (a)  Failure  of  Borrower  (i) (A) to make any principal payment when
     due,  (B)  to pay any interest within ten (10) days after the date when due
     or  (C)  to  observe or perform any of the other covenants or conditions by
     Borrower  to  be  performed  under the terms of this Agreement or any other
     Loan  Document  concerning  the  payment of money, for a period of ten (10)
     days  after written notice from Lender that the same is due and payable; or
     (ii)  for a period of thirty (30) days after written notice from Lender, to
     observe or perform any non-monetary covenant or condition contained in this

                                      -21-
<PAGE>

     Agreement  or  any  other Loan Documents; provided that if any such failure
     concerning  a non-monetary covenant or condition is susceptible to cure and
     cannot  reasonably  be  cured  within  said  thirty  (30)  day period, then
     Borrower  shall  have  an  additional  sixty  (60)  day period to cure such
     failure  and no Event of Default shall be deemed to exist hereunder so long
     as  (Y)  Borrower  commences  such  cure within the initial thirty (30) day
     period  and  diligently  and  in good faith pursues such cure to completion
     within  such  resulting  ninety  (90)  day period from the date of Lender's
     notice, and (Z) the existence of such default will not result in any Tenant
     having  the  right to terminate its Lease due to such default; and provided
     further  that  if a different notice or grace period is specified under any
     other subsection of this Article 14 with respect to a particular breach, or
                              ----------
     if another subsection of this Article 14 applies to a particular breach and
                                   ----------
     does  not  expressly  provide  for  a  notice  or grace period the specific
     provision shall control.

          (b) Any Transfer or other disposition in violation of Sections 12.2 or
                                                                ------------
     12.3.
     ----

          (c)  Any  material  default by Borrower, as lessor, under the terms of
     any  Lease  following  the  expiration  of  any  applicable notice and cure
     period,  provided  that  if  the  Lease  does not provide a notice and cure
     period, then the notice and cure period provided in (a)(i) above will apply
                                                         ------
     to  any  such  monetary default, and the notice and cure period provided in
     (a)(ii)  will  apply  to  any  such  non-monetary default (which respective
     -------
     periods  shall  commence  upon written notice of default from Lender or the
     applicable Tenant, whichever occurs first).

          (d)  If any warranty, representation, statement, report or certificate
     made now or hereafter by Borrower, Completion Guarantor or any Guarantor is
     untrue  or  incorrect  at the time made or delivered, provided that if such
     breach  is  reasonably  susceptible of cure, then no Event of Default shall
     exist  so long as Borrower cures said breach (i) within the notice and cure
     period  provided  in  (a)(i)  above  for  a breach that can be cured by the
     payment  of  money  or  (ii)  within the notice and cure period provided in
     (a)(ii) above for any other breach.

          (e)  Borrower  or  any  Guarantor  shall  commence  a  voluntary  case
     concerning  Borrower  or  such  Guarantor  under the Bankruptcy Code; or an
     involuntary proceeding is commenced against Borrower or any Guarantor under
     the  Bankruptcy  Code  and  relief  is  ordered  against  Borrower  or such
     Guarantor,  or  the  petition  is  controverted but not dismissed or stayed
     within  sixty  (60) days after the commencement of the case, or a custodian
     (as defined in the Bankruptcy Code) is appointed for or takes charge of all
     or  substantially  all of the property of Borrower or any Guarantor; or the
     Borrower  or  any  Guarantor  commences  any  other  proceedings  under any
     reorganization,  arrangement,  readjustment  of  debt,  relief  of debtors,
     dissolution,  insolvency  or liquidation or similar Law of any jurisdiction
     whether  now  or  hereafter  in  effect  relating  to  the  Borrower or any
     Guarantor; or there is commenced against Borrower or any Guarantor any such
     proceeding which remains undismissed or unstayed for a period of sixty (60)
     days;  or  the  Borrower  or  any Guarantor fails to controvert in a timely
     manner  any  such case under the Bankruptcy Code or any such proceeding, or
     any order of relief or other order approving any such case or proceeding is
     entered;  or  the  Borrower  or  any Guarantor by any act or failure to act
     indicates  its consent to, approval of, or acquiescence in any such case or
     proceeding or the appointment of any custodian or the like of or for it for
     any  substantial  part  of  its property or suffers any such appointment to
     continue undischarged or unstayed for a period of sixty (60) days.

          (f) Borrower or any Guarantor shall make an assignment for the benefit
     of  creditors,  or  shall  admit  in writing its inability to pay its debts
     generally  as  they  become  due,  or shall consent to the appointment of a
     receiver  or trustee or liquidator of all of its property or the major part
     thereof  or  if  all or a substantial part of the assets of Borrower or any
     Guarantor are attached, seized, subjected to a writ or distress warrant, or
     are  levied  upon,  or  come  into the possession of any receiver, trustee,
     custodian or assignee for the benefit of creditors.

                                      -22-
<PAGE>

          (g) If Borrower is enjoined, restrained or in any way prevented by any
     court order from constructing or operating the Project.

          (h)  One or more final, unappealable judgments are entered (i) against
     Borrower  in  amounts aggregating in excess of $100,000 or (ii) against any
     Guarantor  in amounts aggregating in excess of $250,000, and said judgments
     are not stayed or bonded over within thirty (30) days after entry.

          (i) If Borrower or any Guarantor shall fail to pay any debt owed by it
     or  is in default under any agreement with Lender or any other party (other
     than  a  failure or default for which Borrower's maximum liability does not
     exceed  $100,000  and  Guarantor's  maximum  liability  does  not  exceed,
     $250,000)  and such failure or default continues after any applicable grace
     period specified in the instrument or agreement relating thereto.

          (j)  If a Material Adverse Change occurs with respect to Borrower, the
     Project or any Guarantor.

          (k)  The  occurrence of any other event or circumstance denominated as
     an  Event  of  Default  in  this  Agreement  or under any of the other Loan
     Documents  and  the  expiration of any applicable grace or cure periods, if
     any, specified for such Event of Default herein or therein, as the case may
     be.

                                   ARTICLE 15
                      LENDER'S REMEDIES IN EVENT OF DEFAULT

     15.1 REMEDIES CONFERRED UPON LENDER.

     Upon  the  occurrence of any Event of Default, Lender may pursue any one or
more of the following remedies concurrently or successively, it being the intent
hereof that none of such remedies shall be to the exclusion of any other:

          (a)  Take possession of the Project and do anything which is necessary
     or  appropriate in its sole judgment to fulfill the obligations of Borrower
     under  this  Agreement  and  the other Loan Documents, including either the
     right  to  avail itself of and procure performance of existing contracts or
     let any contracts with the same contractors or others;

          (b)  Withhold  further disbursement of the proceeds of the Loan and/or
     terminate Lender's obligations to make further disbursements hereunder;

          (c) Declare the Note to be immediately due and payable;

          (d)  Use  and  apply  any  monies  or  letters  of credit deposited by
     Borrower  with  Lender,  regardless  of the purposes for which the same was
     deposited,  to  cure  any  such  default  or  to  apply  on  account of any
     indebtedness under this Agreement which is due and owing to Lender; and

          (e)  Exercise  or pursue any other remedy or cause of action permitted
     under  this Agreement or any other Loan Documents, or conferred upon Lender
     by operation of Law.

     Notwithstanding  the foregoing, upon the occurrence of any Event of Default
under  Section  14.1(e)  with  respect to Borrower, all amounts evidenced by the
       ---------------
Note  shall  automatically  become  due  and  payable,  without any presentment,
demand, protest or notice of any kind to Borrower.

                                      -23-
<PAGE>

                                   ARTICLE 16
                               GENERAL PROVISIONS

     16.1 CAPTIONS.

     The  captions and headings of various Articles, Sections and subsections of
this  Agreement  and Exhibits pertaining hereto are for convenience only and are
not  to  be considered as defining or limiting in any way the scope or intent of
the provisions hereof.

     16.2 MODIFICATION; WAIVER.

     No  modification,  waiver,  amendment or discharge of this Agreement or any
other  Loan  Document shall be valid unless the same is in writing and signed by
the  party against which the enforcement of such modification, waiver, amendment
or discharge is sought.

     16.3 GOVERNING LAW.

     Irrespective  of  the  place  of  execution and/or delivery, this Agreement
shall be governed by, and shall be construed in accordance with, the laws of the
State of Florida.

     16.4 ACQUIESCENCE NOT TO CONSTITUTE WAIVER OF LENDER'S REQUIREMENTS.

     Each  and  every covenant and condition for the benefit of Lender contained
in this Agreement may be waived by Lender, provided, however, that to the extent
that  Lender  may  have acquiesced in any noncompliance with any construction or
nonconstruction  conditions  precedent  to  the  Opening  of  the Loan or to any
subsequent  disbursement of Loan proceeds, such acquiescence shall not be deemed
to constitute a waiver by Lender of such requirements with respect to any future
disbursements of Loan proceeds.

     16.5 DISCLAIMER BY LENDER.

     This  Agreement is made for the sole benefit of Borrower and Lender, and no
other  person or persons shall have any benefits, rights or remedies under or by
reason  of  this Agreement, or by reason of any actions taken by Lender pursuant
to  this   Agreement.   Lender   shall  not   be  liable   to  any  contractors,
subcontractors,  supplier,  architect, engineer, tenant or other party for labor
or  services performed or materials supplied in connection with any construction
of  the  Project. Lender shall not be liable for any debts or claims accruing in
favor  of  any  such  parties against Borrower or others or against the Project.
Lender,  by  making  the  Loan  or taking any action pursuant to any of the Loan
Documents,  shall  not  be deemed a partner or a joint venturer with Borrower or
fiduciary  of  Borrower.  No  payment  of  funds  directly  to  a  contractor or
subcontractor  or provider of services shall be deemed to create any third-party
beneficiary status or recognition of same by the Lender.

     16.6 PARTIAL INVALIDITY; SEVERABILITY.

     If  any  of the provisions of this Agreement, or the application thereof to
any  person,  party  or  circumstances,  shall,  to  any  extent,  be invalid or
unenforceable,  the  remainder  of  this  Agreement,  or the application of such
provision or provisions to persons, parties or circumstances other than those as
to  whom  or  which  it  is held invalid or unenforceable, shall not be affected
thereby, and every provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.

                                      -24-
<PAGE>

     16.7 DEFINITIONS INCLUDE AMENDMENTS.

     Definitions  contained  in  this  Agreement  which  identify  documents,
including,  but  not  limited to, the Loan Documents, shall be deemed to include
all  amendments  and supplements to such documents from the date hereof, and all
future amendments, modifications, and supplements thereto entered into from time
to  time  to  satisfy  the  requirements of this Agreement or otherwise with the
consent of Lender. Reference to this Agreement contained in any of the foregoing
documents  shall  be  deemed  to  include all amendments and supplements to this
Agreement.

     16.8 JOINDER/CONSENT OF LENDER.

     The  Lender  shall,  at  Borrower's  sole  cost  and  expense,  join in any
dedication  or  easements  for roads, utilities, drainage or ingress and egress;
join  in any zoning or development applications or agreements which Borrower may
submit  to  Polk  County  or any other governmental authority; join in any plat,
site  plan,  declaration of covenants, restrictions and easements or declaration
of  condominium;  provided  that (i) the Loan Documents are in good standing and
not  in  default; (ii) the joinder, dedication, grant of easement or declaration
is  consistent  with  the  plan  of  development; and (iii) the consideration or
benefit  realized, if any, from the dedication, grant of easement or declaration
becomes subject to the lien of the Mortgage and other Loan Documents. Joinder of
the  Lender  in  any  dedication,  plat,  declaration,  easement, application or
agreement  shall  not  be  deemed  or  construed  as rendering Lender liable for
constructing any improvements described therein. Lender shall not be required to
incur  any  liability  or expenses in connection with said dedication, easement,
application, agreement, plat or declaration.

     16.9 LOAN AGREEMENT CONTROLS.

     To  the extent of any conflict or inconsistency between the Loan Commitment
and this Agreement, the provisions of this Agreement shall govern.

     16.10 EXECUTION IN COUNTERPARTS.

     This  Agreement  may  be  executed  in  any  number  of counterparts and by
different  parties  hereto  in  separate  counterparts,  each  of  which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

     16.11 ENTIRE AGREEMENT.

     This Agreement, taken together with all of the other Loan Documents and all
certificates  and  other  documents  delivered by Borrower to Lender, embody the
entire  agreement  and supersede all prior agreements, written or oral, relating
to the subject matter hereof.

     16.12 WAIVER OF DAMAGES.

     In  no  event shall Lender be liable to Borrower for punitive, exemplary or
consequential damages, including, without limitation, lost profits, whatever the
nature  of  a breach by Lender of its obligations under this Agreement or any of
the  Loan Documents, and Borrower for itself and its Guarantors waive all claims
for punitive, exemplary or consequential damages.

     16.13 CLAIMS AGAINST LENDER.

     Lender  shall  not  be  in default under this Agreement, or under any other
Loan  Documents, unless a written notice specifically setting forth the claim of
Borrower  shall have been given to Lender within three (3) months after Borrower

                                      -25-
<PAGE>

first  had  knowledge of the occurrence of the event which Borrower alleges gave
rise  to such claim and Lender does not remedy or cure the default, if any there
be,  promptly  thereafter. Borrower waives any claim, set-off or defense against
Lender  arising  by reason of any alleged default by Lender as to which Borrower
does  not  give such notice timely as aforesaid. Borrower acknowledges that such
waiver  is  or  may  be  essential  to  Lender's ability to enforce its remedies
without  delay  and that such waiver therefore constitutes a substantial part of
the bargain between Lender and Borrower with regard to the Loan. No Guarantor or
Tenant  is  intended  to  have  any  rights  as a third-party beneficiary of the
provisions of this Section 16.11.
                   -------------

     16.14 JURISDICTION.

     TO THE GREATEST EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ANY AND ALL
RIGHTS  TO  REQUIRE  MARSHALLING  OF ASSETS BY LENDER. WITH RESPECT TO ANY SUIT,
ACTION  OR  PROCEEDINGS  RELATING  TO  THIS  AGREEMENT  (EACH,  A "PROCEEDING"),
                                                                   ----------
BORROWER  IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE
AND  FEDERAL  COURTS  HAVING  JURISDICTION  IN THE COUNTY OF ORANGE AND STATE OF
FLORIDA,  AND  (B)  WAIVES  ANY  OBJECTION  WHICH IT MAY HAVE AT ANY TIME TO THE
LAYING  OF  VENUE  OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM
THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES
THE  RIGHT  TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT
HAVE  JURISDICTION  OVER  SUCH  PARTY.  NOTHING IN THIS AGREEMENT SHALL PRECLUDE
LENDER  FROM  BRINGING  A  PROCEEDING  IN  ANY  OTHER  JURISDICTION NOR WILL THE
BRINGING  OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING
OF  A PROCEEDING IN ANY OTHER JURISDICTION. BORROWER FURTHER AGREES AND CONSENTS
THAT,  IN  ADDITION  TO  ANY  METHODS  OF  SERVICE OF PROCESS PROVIDED FOR UNDER
APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY FLORIDA STATE OR
UNITED  STATES COURT SITTING IN THE COUNTY OF ORANGE MAY BE MADE BY CERTIFIED OR
REGISTERED  MAIL,  RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER AT THE ADDRESS
INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT
                                                                     ------
IF  BORROWER  SHALL  REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE
FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

     16.15 SET-OFFS.

     After  the  occurrence  and  during the continuance of an Event of Default,
Borrower  hereby  irrevocably authorizes and directs Lender from time to time to
charge  Borrower's accounts and deposits with Lender (or its Affiliates), and to
pay  over  to  Lender  an  amount equal to any amounts from time to time due and
payable  to  Lender  hereunder, under the Note or under any other Loan Document.
Borrower hereby grants to Lender a security interest in and to all such accounts
and deposits maintained by the Borrower with Lender (or its Affiliates).

                                      -26-
<PAGE>

                                   ARTICLE 17

                                     NOTICES

     Any  notice,  demand, request or other communication which any party hereto
may be required or may desire to give hereunder shall be in writing and shall be
deemed to have been properly given (a) if hand delivered, when delivered; (b) if
mailed  by  United  States  Certified  Mail  (postage  prepaid,  return  receipt
requested), three Business Days after mailing (c) if by Federal Express or other
reliable  overnight courier service, on the next Business Day after delivered to
such  courier service or (d) if by telecopier on the day of transmission so long
as copy is sent on the same day by overnight courier as set forth below:

              BORROWER:          TIERRA DEL SOL Resort (Phase 2), Ltd.
                                 TDS TOWN HOMES (PHASE 2), LLC
                                 COSTA BLANCA II REAL ESTATE, LLC
                                 COSTA BLANCA III REAL ESTATE, LLC
                                 TDS CLUBHOUSE, INC.
                                 2462 Sand Lake Road
                                 Orlando, Florida 32809
                                 Attention: Malcolm Wright
                                 Telephone: (407) 421-6660
                                 Facsimile: (407) 857-3598

              with a copy to:    Shutts & Bowen LLP
                                 1500 Miami Center
                                 201 South Biscayne Boulevard
                                 Miami, FL 33131
                                 Attention: C. Richard Morgan
                                 Telephone: (305) 379-9171
                                 Facsimile: (305) 347-7771

              LENDER:            KeyBank National Association
                                 200 East Robinson Street, Ste 555
                                 Orlando, Florida 32801
                                 Attention: Commercial Real Estate Department,
                                 Telephone: (407) 241-3744
                                 Facsimile: (407) 244-3749

              with a copy to:    Foley & Lardner LLP
                                 111 North Orange Avenue, Ste 1800
                                 Orlando, Florida 32801
                                 Attention:  Terence J. Delahunty, Jr., Esq.
                                 Telephone: (407) 244-3252
                                 Facsimile: (407) 648-1743

or  at  such  other  address  as  the  party  to  be served with notice may have
furnished in writing to the party seeking or desiring to serve notice as a place
for the service of notice.

                                      -27-
<PAGE>

                                   ARTICLE 18

                              WAIVER OF JURY TRIAL

     BORROWER  AND  LENDER EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND THE OTHER
LOAN  DOCUMENTS  OR  RELATING  THERETO  OR ARISING FROM THE LENDING RELATIONSHIP
WHICH  IS  THE  SUBJECT  OF  THIS  AGREEMENT  AND  AGREE THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

                            [SIGNATURE PAGE FOLLOWS]


                                      -28-
<PAGE>

EXECUTED  as  of  the  date  first  set  forth  above.

                              BORROWER:


                              TIERRA  DEL  SOL  RESORT  (PHASE  2),  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 2), LLC,
                              a Florida limited liability company

                              By:  TIERRA DEL SOL RESORT (PHASE 2),
                              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 II REAL ESTATE, LLC, a Florida
                              limited liability company

                              By:  TIERRA DEL SOL RESORT (PHASE 2), 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

                                      -29-
<PAGE>

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

                              By:  TIERRA DEL SOL RESORT (PHASE 2),
                              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 CLUBHOUSE, INC., a Florida corporation

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

                              LENDER:

                              KEY BANK NATIONAL ASSOCIATION,
                              a national banking association


                              By:/s/Robert F. Carmichael
                                 -------------------------------------------
                                 Robert F. Carmichael, Senior Vice President

                                      -30-
<PAGE>

                              JOINDER OF GUARANTORS

The undersigned as Guarantors hereby joins in and consents to the foregoing Loan
Agreement.

                              GUARANTORS:

                              /s/ Malcolm J. Wright
                              -------------------
                              MALCOLM  J.  WRIGHT

                              AMERICAN  LEISURE  HOLDINGS  INC.,
                              a  Nevada  corporation


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

                                      -31-
<PAGE>