Exhibit 10.5



                           CONSTRUCTION LOAN AGREEMENT

                           for a loan in the amount of


                                 $40,000,000.00


                               MADE BY AND BETWEEN

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

                                       AND


                          KEYBANK NATIONAL ASSOCIATION,
                         a national banking association
                        200 E. Robinson Street, Suite 555
                             Orlando, Florida 32801







                         Dated as of December 29, 2005



<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                    (CONT'D)
                                                                            Page
                                                                            ----

Article  1  INCORPORATION  OF  RECITALS  AND  EXHIBITS                         1
1.1     Incorporation  of  Recitals.                                           1
1.2     Incorporation  of  Exhibits.                                           2

Article  2  DEFINITIONS                                                        2
2.1     Defined  Terms.                                                        2
2.2     Other  Definitional  Provisions.                                      10

Article  3  BORROWER'S  REPRESENTATIONS  AND  WARRANTIES                      10
3.1     Representations  and  Warranties.                                     10
3.2     Survival  of  Representations  and  Warranties.                       13

Article  4  LOAN  AND  LOAN  DOCUMENTS                                        13
4.1     Agreement  to  Borrow  and Lend; Lender's Obligation to Disburse.     13
4.2     Loan  Documents.                                                      14
4.3     Term  of  the  Loan.                                                  15
4.4     Prepayments.                                                          16
4.5     Required  Principal  Payments.                                        16
4.6     Late  Charge.                                                         16

Article  5  INTEREST                                                          16
5.1     Interest  Rate.                                                       16
5.2     Interest  Rate  Agreements.                                           17

Article  6  COSTS  OF  MAINTAINING  LOAN                                      17
6.1     Increased  Costs  and  Capital  Adequacy.                             17
6.2     Borrower  Withholding.                                                18

Article  7  LOAN  EXPENSE  AND  ADVANCES                                      19
7.1     Loan  and  Administration  Expenses.                                  19
7.2     Lender's  Attorneys'  Fees  and  Disbursements.                       19
7.3     Time  of  Payment  of  Fees  and  Expenses.                           19
7.4     Expenses  and  Advances  Secured  by  Loan  Documents.                20
7.5     Right  of  Lender  to  Make Advances to Cure Borrower's Defaults.     20

Article  8  NON-CONSTRUCTION  REQUIREMENTS  PRECEDENT TO THE OPENING OF
         THE LOAN                                                             20
8.1      Non-Construction  Conditions  Precedent.                             20

Article  9 CONSTRUCTION REQUIREMENTS PRECEDENT TO THE OPENING OF THE LOAN     23
9.1     Required  Construction  Documents.                                    23

Article  10  BUDGET  AND  CONTINGENCY  FUND                                   24
10.1     Budget.                                                              24
10.2     Budget  Line  Items.                                                 24
10.3     Contingency  Fund.                                                   25
10.4     Optional  Method  for  Payment  of  Interest.                        25

<PAGE>

Article  11  SUFFICIENCY  OF  LOAN                                            25
11.1     Loan  In  Balance.                                                   25

Article  12  CONSTRUCTION  PAYOUT  REQUIREMENTS                               26
12.1     Applicability  of  Sections.                                         26
12.2     Monthly  Payouts.                                                    26
12.3     Documents  to  be  Furnished  for  Each  Disbursement.               26
12.4     Retainages.                                                          27
12.5     Disbursements  for  Materials  Stored  On-Site.                      27
12.6     Disbursements  for  Offsite  Materials.                              27

Article  13  FINAL  DISBURSEMENT  FOR  CONSTRUCTION                           28
13.1     Final  Disbursement  for  Construction.                              28

Article  14  RESERVED                                                         29

Article  15  OTHER  COVENANTS                                                 29
15.1     Borrower  further  covenants  and  agrees  as  follows:              29
15.2     Authorized  Representative.                                          36

Article  16  CASUALTIES  AND  CONDEMNATION                                    36
16.1     Lender's  Election  to  Apply  Proceeds  on  Indebtedness.           36
16.2     Borrower's  Obligation  to Rebuild and Use of Proceeds Therefor.     37

Article  17  ASSIGNMENTS  BY  LENDER  AND  BORROWER                           37
17.1     Assignments  and  Participations.                                    37
17.2     Prohibition  of  Assignments  and  Transfers  by  Borrower.          37
17.3     Prohibition  of  Transfers  in  Violation  of  ERISA.                38
17.4     Successors  and  Assigns.                                            38

Article  18  TIME  OF  THE  ESSENCE                                           38
18.1     Time  is  of  the  Essence.                                          38

Article  19  EVENTS  OF  DEFAULT                                              38

Article  20  LENDER'S  REMEDIES  IN  EVENT  OF  DEFAULT                       40
20.1     Remedies  Conferred  Upon  Lender.                                   40

Article  21  GENERAL  PROVISIONS                                              41
21.1     Captions.                                                            41
21.2     Modification;  Waiver.                                               41
21.3     Governing  Law.                                                      42
21.4     Acquiescence  Not to Constitute Waiver of Lender's Requirements.     42
21.5     Disclaimer  by  Lender.                                              42
21.6     Partial  Invalidity;  Severability.                                  43
21.7     Definitions  Include  Amendments.                                    43
21.8     Execution  in  Counterparts.                                         43
21.9     Entire  Agreement.                                                   43
21.10     Waiver  of  Damages.                                                44
21.11     Claims  Against  Lender.                                            44

<PAGE>

21.12     Jurisdiction.                                                       44
21.13     Set-Offs.                                                           44

Article  22  NOTICES                                                          45

Article  23  WAIVER  OF  JURY  TRIAL                                          46


EXHIBITS
--------

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"     Architect's  Certificate
EXHIBIT  "G"     Initial  Budget
EXHIBIT  "H"     Borrower's  Certificate
EXHIBIT  "I"     Soft  and  Hard  Cost  Requisition  Form
EXHIBIT  "J"     Borrower's  Certificate  of  Compliance
EXHIBIT  "K"     Sources  and  Uses  of  Funds
EXHIBIT  "L"     Survey  Requirements
EXHIBIT  "M"     Required  Contracts  and  Deposits

<PAGE>

                           CONSTRUCTION LOAN AGREEMENT
                           ---------------------------

                            PROJECT COMMONLY KNOWN AS
                            "TIERRA DEL SOL PHASE I"
                             ----------------------

     THIS CONSTRUCTION LOAN AGREEMENT ("Agreement") is made as of December 29,
                                       -----------                        -----
2005,  by  and  between TIERRA DEL SOL RESORT (PHASE 1), L.P., a Florida limited
partnership ("Tierra del Sol"), TDS TOWN HOMES (PHASE 1), LLC, a Florida limited
             ---------------
liability company ("TDS Town Homes"), COSTA BLANCA I REAL ESTATE, LLC, a Florida
                   ---------------
limited  liability  company  ("Costa  Blanca"),  TDS  AMENITIES, INC., a Florida
                              ---------------
corporation  ("TDS Amenities") (Tierra del Sol, TDS Town Homes, Costa Blanca and
              --------------
TDS  Amenities  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 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 Land"), Costa
                                                    -------------------
Blanca  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 Land"), TDS Amenities 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  TDS  Amenities  Land") (the TDS Town Homes Land, the Costa Blanca
               --------------------
Land  and the TDS Amenities Land hereinafter referred to as the "Land"). Each of
                                                                 -----
TDS  Town  Homes, Costa Blanca and TDS Amenities is a wholly-owned subsidiary of
Tierra  del  Sol.  Borrower  proposes  to  develop  and  construct  a  luxury
townhome/condominium project as more particularly described in the definition of
"Improvements" below.

     B.  Borrower  has  applied  to  Lender  for a revolving loan in the maximum
principal  amount  of  FORTY  MILLION  AND  NO/100 DOLLARS ($40,000,000.00) (the
"Loan"  or  the  "Phase  1  Loan")  to  reimburse  Borrower for construction and
-----             --------------
development  of the Project, 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  "L,"  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 (as
supplemented by the Addendum):

     Acquisition Proceeds: As such term is defined in Section 8.1(t)(i).
     --------------------                             -----------------

     Addendum:  The  Addendum  to  Construction Loan Agreement - Condominium and
     --------
Townhouse Project Development.

     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 (or the Federal Funds Effective Rate, as applicable).

     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 Construction 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 Integra Realty
Resources.

     Architect: Fugleberg Koch Architects, Inc.
     ---------

     Architect's  Certificate: A certificate in the form of EXHIBIT "F" attached
     ------------------------
hereto executed by the Architect in favor of 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.

                                     -2-
<PAGE>

     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.

     Bond:  A  Performance  Bond  and  Labor and Material Payment Bond in a form
     ----
approved  by Lender, with Major Subcontractor, as the case may be, as principal,
with  a  surety  company acceptable to Lender and licensed to do business in the
State, as surety, with a dual obligee rider in favor of Lender.

     Budget:  The  budget  for  the Project specifying all costs and expenses of
     ------
every kind and nature whatever to be incurred by Borrower in connection with the
Project prior to the Maturity Date.

     Budget Line Item: As such term is defined in Section 10.2.
     ----------------

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

     Buyer's  Deposit  Shortfall  Account:  As  such  term is defined in Section
     ------------------------------------
15.1(w).

     CDD: As such term is defined in Section 8.1(t)(i).
     ---

     CDD Bonds: As such term is defined in Section 8.1(t)(i).
     ---------

     CDD Bond Trustee: Suntrust Bank
     ----------------

     Change  Order:  Any  request  for  changes  in the Plans and Specifications
     -------------
(other than minor field changes involving no extra cost).


     Collateral Account: As such term is defined in Section 15.1(t).
     ------------------

     Collateral Account LC: As such term is defined in Section 15.1(t).
     ---------------------

     Completion  Date:  On  or  before the date twenty-one (21) months after the
     ----------------
Construction Commencement Date.

     Completion  Guarantor:  PCL  Construction  Enterprises,  Inc.,  a  Colorado
     ---------------------
corporation.

     Completion  Guaranty:  A  guaranty of the obligations of General Contractor
     --------------------
under  the General Contract executed by the Completion Guarantor and pursuant to
which  the  Completion Guarantor guarantees the timely completion of the General
Contract  in  accordance  with  all  provisions of the General Contract and this
Agreement.

     Condominium: As such term is defined in the Addendum.
     -----------

     Condominium  Unit  or  Condominium  Units:  As  such term is defined in the
     -----------------------------------------
Addendum.

     Construction  or  construction:  The  construction  and  equipping  of  the
     ------------------------------
Improvements  in  accordance  with the Plans and Specifications, and all related
improvements  required to be performed by Borrower under Leases and/or Contracts
of  Sale  (as  defined  in  the  Addendum), and the installation of all personal
property, fixtures and equipment required for the operation of the Project.

     Construction Commencement Date: On or before thirty (30) days from the Date
     ------------------------------
of Closing.

                                     -3-
<PAGE>

     Construction  Schedule:  A  schedule  satisfactory  to  Lender and Lender's
     ----------------------
Consultant,  establishing  a  timetable  for  completion  of  the  Construction,
showing,  on  a  monthly basis, the anticipated progress of the Construction and
also  showing that the Improvements can be completed on or before the Completion
Date.  The Construction Schedule must demonstrate that Units can be delivered in
October, 2006 and each month thereafter in accordance with the General Contract.

     Contingency  Fund:  A  Budget  Line  Item  which  shall represent an amount
     -----------------
necessary  to  provide reasonable assurances to Lender that additional funds are
available to be used if additional costs and expenses are incurred or additional
interest accrues on the Loan, or unanticipated events or problems occur.

     Contract  Deposit  or  Contract  Deposits:  As  such term is defined in the
     ------------------   --------------------
Addendum.

     Contract  of  Sale  or  Contracts  of  Sale: As such term is defined in the
     -------------------   ---------------------
Addendum.

     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 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 Rate Interest Period.

     Date of Closing: December 29, 2005.
     ---------------          -----

     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.

     Deficiency Deposit: As such term is defined in Section 11.1.
     ------------------                             -------------

     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).

                                     -4-
<PAGE>

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

     Escrow Account(s): As such term is defined in the Addendum.
     -----------------

     Event of Default: As such term is defined in ARTICLE 19.
     ----------------

     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.

     General  Contract:  The  general  contract(s)  between Borrower and General
     -----------------
Contractor, pertaining to the construction of all Improvements.

     General Contractor: PCL Construction Services, Inc.
     ------------------

     Governmental  Approvals:  Collectively, all consents, licenses, and permits
     -----------------------
and  all  other  authorizations  or  approvals  required  from  any Governmental
Authority for the Construction in accordance with the Plans and Specifications.

     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(s):  The  individual  or  collective  reference  to  the  Payment
     ------------
Guarantors  and  the  Performance  and  Completion  Guarantors (but specifically
excluding the Completion Guarantor), as the context shall imply.

     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.  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.

                                     -5-
<PAGE>

     Improvements:  A  luxury  townhome/condominium  project  consisting  of 114
     ------------
townhomes,  180  mid-rise  residential condominium units, and one (1) commercial
condominium unit to be constructed on the Land, along with project amenities and
other  improvements  to  be  known  as  "Tierra  del  Sol", as more particularly
                                         ----------------
described  in  the  Plans  and  Specifications,  together  with  any  existing
improvements  not  to  be  demolished.  The Condominium will consist of five (5)
buildings  (the  "Condominium Buildings"), each having 36 Condominium Units, and
                  ----------------------
will be constructed on the Costa Blanca Land. The Project amenities will include
a  pool  (including  a  "lazy  river" feature), pool deck, two spa pools, kiddie
pool,  pool equipment building, two pool-side restroom buildings, sports bar and
"beach"  area  and  will be constructed on the TDS Amenities Land. The townhomes
will  consist  of  twelve  (12)  "Monaco"  townhouse  buildings consisting of 74
Townhouse  Units,  and  five  "Marbella"  townhouse  buildings  consisting of 40
Townhouse  Units  (the  Monaco  buildings and the Marbella buildings hereinafter
referred  to  as  the "Townhouse Buildings"), and will be constructed on the TDS
                       -------------------
Town  Homes  Land. The parking area serving the Condominium Buildings (up to the
boundary  of  the  TDS Amenities Land) will be owned by TDS Amenities until they
are  deeded  to  the  master  association at or before the time control of it is
turned over to the owners.

     In Balance or in balance: As such term is defined in Article 11.
     ------------------------                             ----------

     Including or including: Including but not limited to.
     ----------------------

     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.

     Lender's Consultant: An independent consulting architect, inspector, and/or
     ------------------
engineer designated by Lender in Lender's sole discretion.

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

     LIBOR  Rate:  The  rate per annum calculated by 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 Rate Interest Period.

                                     -6-
<PAGE>

     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:  Two  and  three-quarters percent (2.75%) (two hundred
     -------------------
seventy five (275) basis points) per annum.

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

     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 Guarantors'
obligations  in  connection with the transaction contemplated hereunder, and any
Interest Rate Agreement (if applicable), each as amended.

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

     Major Subcontractor: Any subcontractor under a Major Subcontract.
     -------------------

     Major Subcontracts: All subcontracts between the General Contractor and any
     ------------------
subcontractors  and  material  suppliers which provide for an aggregate contract
price equal to or greater than $500,000.00.

     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 materially
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: December 28, 2007, unless sooner repaid.
     -------------          ----

     Maximum  Outstanding Loan Amount: The maximum principal amount of the Loan,
     --------------------------------
at any time outstanding, as set forth in Section 4.1(a).

     Maximum Aggregate Loan Amount: As such term is defined in Section 4.1(a).
     -----------------------------

     Mortgage:  The  Mortgage,  Assignment 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.

     Net  Cash  Flow:  The gross income produced by the Project from all sources
     ---------------
(including but not limited to all Net Sale Proceeds (as defined in the Addendum)
and  other  sales  and rental activities) reduced by: (a) ordinary and necessary
operating  expenses  actually  incurred  and  paid  with  respect to the Project
(including  amounts  paid  to affiliates of Borrowers only if preapproved by the
Lender);  (b)  reasonable capital expenditures actually made with respect to the

                                     -7-
<PAGE>

Project  (other  than  those  funded  out  of Loan proceeds); and (c) reasonable
reserves for repairs and replacements to the Project (including reserves for the
condominium  association, the homeowner's association, basic resort services and
reserves  under  the  Operating  Agreement),  but only if and to the extent such
reserves  are  funded  in  cash and deposited with the Lender and pledged to the
Lender as security for payment of the Loan.

     Net Sale Proceeds: As such term is defined in the Addendum.
     -----------------

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

     Opening  of  the  Loan  or  Loan  Opening:  The  first disbursement of Loan
     -----------------------------------------
proceeds.

     Operating Account: A deposit account opened and maintained by Borrower with
     -----------------
Lender, to be utilized in the manner set forth in Section 4.1(e).
                                                  --------------

     Operating  Agreement:  That certain Operating Agreement entered into by and
     --------------------
between  Wright  Resort  Villas  & Hotels, Inc., and Sonesta Orlando, Inc. dated
January 29, 2005.

     Owner's  Contingency:  A Budget Line Item identifying funds to be disbursed
     --------------------
to  Borrower,  upon  approved  request,  for  the  purpose of paying additional,
non-required  expenses  related  to  the  Project.  In  no event, however, shall
Owner's Contingency be available for distribution until Lender is satisfied that
the Loan is in balance and sufficient to complete the improvements planned.

     Payment Guarantor(s): Malcolm J. Wright, American Leisure Holdings, Inc., a
     --------------------
Nevada  corporation,  and  TDS  Development,  LLC,  a  Florida limited liability
company.

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

     Performance  and  Completion  Guarantor(s):  Malcolm  J.  Wright,  American
     ------------------------------------------
Leisure  Holdings,  Inc.,  a  Nevada  corporation,  and  TDS Development, LLC, a
Florida limited liability company.

     Performance  and  Completion  Guaranty:  A  guaranty  of  performance  and
     --------------------------------------
completion,  executed  by each Performance and Completion Guarantor and pursuant
to  which  the  Performance  and  Completion  Guarantors  jointly  and severally
guarantee  the lien-free and timely completion of the Project in accordance with
all  provisions  of this Agreement and Borrower's obligation to keep the Loan In
Balance and to pay for all cost overruns.

     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: As such term is defined in Recital B.
     ------------

     Plans  and  Specifications:  Detailed  plans  and  specifications  for  the
     --------------------------
Improvements,  as  approved  by  Lender  pursuant to Section 9.1(f), as modified
                                                     --------------
hereafter  with  Lender's  prior  written  approval  or  as  otherwise expressly
permitted by this Agreement.

                                     -8-
<PAGE>

     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.
     -----------------

     Pro-Forma  Projection:  A  pro  forma  statement  of  projected  income and
     ---------------------
expenses of Project.

     Project:  The  collective  reference  to  (i)  the  Land, together with all
     -------
buildings,  structures  and  improvements  located  or  to  be  located thereon,
including  the  Improvements,  (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, all as
contemplated by the Plans and Specifications and the Budget.

     Project Equity: As such term is defined in Section 8.1(a).
     --------------                             --------------

     Project Escrow Account: As such term is defined in Section 4.1(f).
     ----------------------                             --------------

     Required  Permits:  Each  building  permit,  environmental  permit, utility
     -----------------
permit,  land  use  permit,  wetland  permit and any other permits, approvals or
licenses  issued  by any Governmental authority which are required in connection
the Construction or operation of the Project.

     Reserve  Percentage:  The  percentage  which  is  specified by the Board of
     -------------------
Governors  of  the  Federal  Reserve  System  (or  any  successor)  or any other
governmental  or  quasi-governmental authority with jurisdiction over Lender for
determining  the maximum reserve requirement (including, but not limited to, any
marginal  reserve  requirement)  for  Lender  with  respect  to  liabilities
constituting  or including (among other liabilities) Eurocurrency liabilities in
an amount equal to the Loan.

     Retainage As such term is defined in Section 12.4.
     ---------

     Soil  Report:  A  soil  test  report  prepared  by  a  licensed  engineer
     ------------
satisfactory  to  Lender  indicating to the satisfaction of Lender that the soil
and subsurface conditions underlying the Project will support the Improvements.

     State: The State of Florida.
     -----

     Subcontracts:  Subcontracts  for  labor or materials to be furnished to the
     ------------
Project.

     TDS Development, LLC, Account: As such term is defined in Section 15.1(v).
     -----------------------------                             ---------------

     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 Unit or Townhouse Units: As such term is defined in the Addendum.
     ---------------------------------

                                     -9-
<PAGE>

     Transfer:  Any  sale,  transfer,  lease  (other  than  a  Lease approved by
     --------
Lender),  conveyance  (other  than  conveyances approved by Lender), alienation,
pledge,  assignment,  mortgage,  encumbrance  hypothecation or other disposition
(other  than the transfer of Townhouse Units and Condominium Units to individual
Unit purchasers) 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 in, and a pledge of partnership interests in (but not a
transfer  pursuant to such pledge), 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.).

     Unavoidable  Delay: Any delay in the construction of the Project, caused by
     ------------------
natural  disaster,  fire,  earthquake,  floods, explosion, extraordinary adverse
weather  conditions,  inability  to  procure  or  a  general  shortage of labor,
equipment, facilities, energy, materials or supplies in the open market, failure
of transportation, strikes or lockouts for which Borrower has notified Lender in
writing.

     Unit or Units: As such term is defined in the Addendum.
     -------------

     Unit Release Price: The Minimum Release Price (as defined in the Addendum).
     ------------------

     Usable  Deposits: Usable Deposits are defined as (i) 10% (2nd 10% deposits)
     ----------------
of  the  gross sales contract price of each Condominium Unit; or (ii) 20% of the
gross  sales  contract  price  of each Townhouse Unit (provided the purchaser of
such Townhouse Unit(s) has executed any required waiver allowing for use of said
deposit funds).

     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.

                                    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, Completion Guarantor or any Guarantor, which
     could,  if  adversely  determined,  cause  a  Material  Adverse Change with
     respect  to  Borrower,  Completion Guarantor, 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.

                                      -10-
<PAGE>

          (c)  Borrower is a duly organized and validly existing Florida entity,
     as  applicable,  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,
     Completion  Guarantor  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,
     Completion  Guarantor  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,  Completion Guarantor or any 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 and of 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  amounts  set forth in the Budget present a full and complete
     itemization  by  category  of  all  costs, expenses and fees which Borrower
     reasonably  expects  to pay or reasonably anticipates becoming obligated to
     pay to complete the Construction and operate the Project (until the Project
     achieves  breakeven  operations).  Borrower  is  unaware  of any other such
     costs,  expenses  or  fees  which  are  material and are not covered by the
     Budget.

          (i)  Neither  the  construction of the Improvements nor the use of the
     Project when completed and the contemplated accessory uses will violate (i)
     any Laws (including subdivision, zoning, building, environmental protection
     and wetland protection Laws), or (ii) any building permits, restrictions of
     record,  or  agreements  affecting the Project or any part thereof. Neither
     the  zoning  authorizations,  approvals or variances nor any other right to
     construct  or to use the Project is to any extent dependent upon or related
     to  any  real estate other than the Land. All Government Approvals required
     for  the  Construction in accordance with the Plans and Specifications have
     been  obtained  or will be obtained prior to the Loan Opening, and all Laws
     relating  to  the  Construction and operation of the Improvements have been
     complied  with  and  all permits and licenses required for the operation of
     the  Project  which  cannot be obtained until the Construction is completed
     can  be  obtained  if the Improvements are completed in accordance with the
     Plans and Specifications.

          (j)  When  constructed,  the Project will have adequate water, gas and
     electrical  supply,  storm and sanitary sewerage facilities, other required
     public  utilities,  fire and police protection, and means of access between

                                      -11-
<PAGE>

     the  Project and public highways; none of the foregoing will be foreseeably
     delayed or impeded by virtue of any requirements under any applicable Laws.

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

          (l)  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.

          (m) Except as disclosed by Borrower to Lender, (i) the Project is in a
     clean,  safe and healthful condition, and, except for materials used in the
     ordinary  course of construction, maintenance and operation of the Project,
     is  free of all Hazardous Material and is in compliance with all applicable
     Laws;  (ii)  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) 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.

          (n)  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.

          (o)  Except  the  Operating  Agreement  and  various amenities leases,
     Borrower  and  its  agents  have  not entered into any Leases, subleases or
     other  arrangements  for  occupancy of space within the Project, except for
     the contracts for sale with third parties for the sale of Units.

          (p)  When  the  Construction is completed in accordance with the Plans
     and Specifications, no building or other improvement will encroach upon any
     property  line, building line, setback line, side yard line or any recorded
     or  visible  easement  (or other easement of which Borrower is aware or has
     reason to believe may exist) with respect to the Project.

          (q)  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.

          (r)  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.

                                      -12-
<PAGE>

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

          (t)  Other  than "Sonesta Orlando 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 as stated in Article 22.
                                                             ----------

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

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

          (w) Neither Borrower nor Completion Guarantor 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. If Lender consists of
more  than  one  party,  the  obligations of each such party with respect to the
amount  it  has  agreed  to loan to Borrower shall be several (and not joint and
several) and shall be limited to its proportionate share of the Loan and of each
advance.

                                      -13-
<PAGE>

          (a)  The  maximum  principal amount of the Loan shall not exceed FORTY
     MILLION  AND  NO/100  DOLLARS ($40,000,000.00) or so much thereof as may be
     advanced from time to time to or for the benefit of the Borrower subject to
     the  terms  and  conditions set forth herein. The Loan shall be a revolving
     loan  and  Borrower  may  borrow, repay and reborrow funds hereunder to pay
     costs  as  shown  on  the Budget; provided that (i) the maximum outstanding
     principal  balance  shall  never  exceed  $40,000,000.00  (the  "Maximum
                                                                      -------
     Outstanding Loan Amount"); (ii) the aggregate principal amount borrowed may
     -----------------------
     not  exceed  $72,550,00.00 (the "Maximum Aggregate Loan Amount"); and (iii)
                                      -----------------------------
     the  Borrowers  have at all times complied with the terms and conditions of
     the Loan Documents. In addition, at Lender's sole discretion and subject to
     acceptable  appraisals,  upfront  plan  and  cost  reviews,  the absence of
     default and other factors considered by the Lender, the aggregate amount of
     funds  borrowed  hereunder  may  be increased, and/or the Lender may permit
     funds  to  be  utilized  for additional costs related to the development of
     other portions of the Project.

          (b) Lender agrees, upon Borrower's compliance with and satisfaction of
     all  conditions  precedent  to the Loan Opening and provided the Loan is In
     Balance,  no Material Adverse Change has occurred with respect to Borrower,
     Completion  Guarantor  or  any  Guarantor, or the Project and no default or
     Event of Default has occurred and is continuing hereunder, to Open the Loan
     to  finance  a portion of the costs incurred by Borrower in connection with
     the development of the Project and the construction of the Improvements, to
     the extent provided for in the Budget.

          (c)  After  the  Opening  of  the  Loan, Borrower shall be entitled to
     receive  further  successive  disbursements  of the proceeds of the Loan in
     accordance with Articles 9, 12 and 13 within ten (10) days after compliance
     with  all  conditions precedent thereto, provided that (i) the Loan remains
     In  Balance;  (ii)  Borrower  has complied with all conditions precedent to
     disbursement  from  time  to time including the requirements of Section 3.2
                                                                     -----------
     and Articles 8, 9, 12 and 13; (iii) no Material Adverse Change has occurred
         -----------------     --
     with  respect  to  Borrower,  Completion Guarantor or any Guarantor, or the
     Project  and  (iv)  no  Event  of  Default  and  no material default exists
     hereunder or under any other Loan Document.

          (d)  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, 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.

          (e)  Borrower  shall,  prior  to  the  Opening  of  the  Loan, open an
     Operating  Account. Borrower authorizes Lender to disburse Loan proceeds by
     crediting  the  Operating Account; provided, however, that Lender shall not
                                        -----------------
     be  obligated  to  use such method. Lender is further authorized to pay any
     principal  or  interest due upon the Note when and as same shall become due
     by debiting funds on deposit in the Operating Account.

          (f)  Borrower, shall, prior to the Opening of the Loan, open an Escrow
     Account  (the "Project Escrow Account") to hold all Net Cash Flow from the
                    ----------------------
     Project.  Once  the  Project begins to generate Net Cash Flow, Borrower may
     only  borrow  from  the  Loan  interest  in  excess of the Net Cash Flow so
     generated.

          (g) The Escrow Agent for the Project Escrow Account shall be Lender.

     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:

                                      -14-
<PAGE>

          (a) The Addendum.

          (b) The Note.

          (c) The Mortgage.

          (d) The Assignment of Rents.

          (e) The Completion Guaranty.

          (f) The Payment Guaranty.

          (g) Performance and Completion Guaranty.

          (h) The Environmental Indemnity.

          (i)  A  collateral  assignment  of  construction documents, including,
     without  limitation, the General Contract, all architecture and engineering
     contracts,  Plans  and  Specifications,  permits,  licenses,  approvals and
     development  rights,  together  with  consents  to  the  assignment  and
     continuation  agreements  from  the  General  Contractor, the architect and
     other parties reasonably specified by Lender.

          (j)  A  collateral  assignment  of  Unit  sale  contracts,  Governing
     documents and developer's rights.

          (k) A collateral assignment of all Contract Deposits.

          (l)  A  collateral  assignment  of  any  management  and/or  operating
     agreements.

          (m) A collateral assignment of all contracts, agreements, and proceeds
     related  to  the  CDD  and  any  associated  bond  offerings, to the extent
     assignable.

          (n) A collateral assignment of escrow accounts.

          (o)  A  subordination, nondisturbance and attornment agreement between
     Lender and each of the tenants under any lease(s), if applicable.

          (p)  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.

          (q)  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 without relief from valuation
and appraisement laws.

                                      -15-
<PAGE>

     4.4 PREPAYMENTS.
         -----------

     Borrower  shall have the right to make prepayments of the Loan, in whole or
in  part,  without  prepayment penalty, upon not less than seven (7) days' prior
written  notice  to  Lender  (except  for prepayments resulting from the sale of
Units,  in  which case no notice will be required). 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 (unless said
prepayment(s)  result  from  the  sale of Units, in which event said prepayments
will be applied to principal only).

     4.5 REQUIRED PRINCIPAL PAYMENTS.
         ---------------------------

          (a)  The  Unit  Release  Price  for  each Unit shall be applied to the
     outstanding principal balance of the Loan.

          (b) 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.

                                    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  shall  deliver  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

                                      -16-
<PAGE>

     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.

          (c)  Borrower  shall,  as  a  condition  to the Opening of the Loan if
     required  by  Lender  and  otherwise  within  ten  (10) Business Days after
     Lender's  request,  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 Maximum Outstanding 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 INCREASED COSTS AND 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

                                      -17-
<PAGE>

          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.

          (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.

                                      -18-
<PAGE>

                                    ARTICLE 7

                            LOAN EXPENSE AND ADVANCES
                            -------------------------

     7.1 LOAN AND ADMINISTRATION EXPENSES.
         --------------------------------

     Borrower unconditionally agrees to pay all reasonable expenses of the Loan,
including  all  amounts payable pursuant to Sections 7.2 and 7.3 and any and all
                                            ------------     ---
other  reasonable  fees  owing  to  Lender pursuant to the Loan Documents or any
separate  fee  agreement, 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 surety
company  bonds  and  the  Title  Policy,  charges  of the Title Insurer or other
escrowee for administering disbursements, all fees and disbursements of Lender's
Consultant,  all  appraisal  fees,  insurance  consultant's  fees, environmental
consultant's fees, travel related expenses and all reasonable costs and expenses
incurred  by  Lender  in  connection  with  the  determination of whether or not
Borrower  has  performed the obligations undertaken by Borrower hereunder or has
satisfied  any  conditions precedent to the obligations of Lender hereunder 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 reasonable 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 reasonable counsel's
fees  and  disbursements  and  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 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.

     7.3 TIME OF PAYMENT OF FEES AND EXPENSES.
         ------------------------------------

     Borrower shall pay all expenses and fees incurred as of the Loan Opening on
the  Loan  Opening  Date  (unless  sooner  required  herein). At the time of the
Opening  of  the  Loan,  Lender  may  pay  from  the  proceeds  of  the  initial
disbursement  of  the  Loan  (to the extent provided for in the Budget) all Loan
expenses  and  all  fees  payable  to  Lender. Lender may require the payment of
outstanding  fees  and  expenses as a condition to any disbursement of the Loan.
Lender  is  hereby  authorized,  without  any  specific  request or direction by
Borrower,  to make disbursements from time to time in payment of or to reimburse
Lender  for  all Loan expenses and fees (whether or not, at such time, there may
be any undisbursed amounts of the Loan allocated in the Budget for the same).

                                      -19-
<PAGE>

     7.4 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 20.1(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.

     7.5 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

                          NON-CONSTRUCTION REQUIREMENTS
                      PRECEDENT TO THE OPENING OF THE LOAN
                      ------------------------------------

     8.1 NON-CONSTRUCTION CONDITIONS PRECEDENT.
         -------------------------------------

Borrower agrees that Lender's obligation to open the Loan and thereafter to make
further  disbursements  of  proceeds  thereof  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)  Project  Equity: Borrower shall have provided evidence reasonably
               ---------------
     satisfactory  to Lender that Borrower's cash equity invested in the Project
     is not less than the difference between the total Project cost as set forth
     in  the  Budget  and  the  Maximum  Outstanding  Loan  Amount (the "Project
                                                                         -------
     Equity");  provided,  however,  in no event shall Borrower's cash equity in
     ------     --------   -------
     the  Project  be  less than (i) 44% of the total cost of the Project as set
     out  in  the Budget approved by Lender or (ii) $57,913,746.00, whichever is
     greater. The Project Equity must be either: (i) deposited with Lender prior
     to  the  Date  of  Closing, and disbursed prior to the first advance of the
     Loan;  or  (ii) used to pay Project costs approved by Lender, with evidence
     of  payment  delivered  to  Lender  prior  to or at Closing of the Loan. If
     Usable  Deposits  are  not  equal to or greater than $16,499,640.00, in the
     aggregate, pursuant to Section 8.1(b), below, Borrower's equity requirement
                            --------------
     shall be increased on a dollar for dollar basis for each dollar that Usable
     Deposits  are  less than $16,499,640.00. The Project Equity to be deposited
     with  Lender  is  $6,083,000.00,  which  shall  be  funded by approximately
     $2,000,000.00 in cash from Borrower at the Date of Closing and a balance to
     be funded in cash from requisitions paid by Bond Trustee in the approximate
     amount  of  $2,400,000.00, as contemplated by Section 8.1(t) hereof, and in
     the  approximate  amount  of  $2,600,000.00  as  reimbursement for costs of
     construction on CDD land.

          (b)  Required  Contracts  and  Contract  Deposits: Borrower shall have
               --------------------------------------------
     provided  to Lender evidence satisfactory to Lender, in Lender's reasonable
     discretion,  that  at  least 279 Units are under approved Contracts of Sale
     (which  approved  Contracts  of  Sale are shown by Borrower to be valid and
     enforceable  with  closing  dates  to  occur within thirty (30) days of the
     issuance  of  a  Certificate  of  Occupancy  (or  temporary  certificate of
     occupancy)  for  applicable Unit(s), as identified by the General Contract)

                                      -20-
<PAGE>

     and  all  associated Contract Deposits (not to be less than $23,450,280, in
     the aggregate) have been received. $16,499,640.00 of said Contract Deposits
     must qualify as Usable Deposits.

          (c)  Title  and  Other Documents: Lender shall have obtained 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;

          (d)  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 meet the requirements set forth on EXHIBIT "L", attached hereto;

          (e)  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.

          (f)  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, Completion Guarantor or
     any Guarantor, or the Project;

          (g)  Utilities:  Borrower  shall  have  furnished to Lender (by way of
               ---------
     utility  letters or otherwise) evidence establishing to the satisfaction of
     Lender  that  the Project when constructed will have adequate water supply,
     storm  and  sanitary sewerage facilities, telephone, gas, electricity, fire
     and  police protection, means of ingress and egress to and from the Project
     and  public  highways  and any other required public utilities and that the
     Project is benefited by insured easements as may be required for any of the
     foregoing;

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

          (i)  Appraisal:  Lender shall have obtained the Appraisal in an amount
               ---------
     at least equal to $90,700,000.00 (based upon the Project's stabilized value
     upon  completion of construction) which Appraisal is satisfactory to Lender
     in  all respects. Lender hereby acknowledges receipt of such a satisfactory
     Appraisal,  and  said Appraisal shall be updated, at Borrower's expense, as
     and when reasonable requested by Lender;

          (j)  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;

          (k)  Financial  Statements:  Borrower  shall  have furnished to Lender
               ---------------------
     current  annual financial statements of Borrower, Completion Guarantor, the
     Guarantors,  the  General  Contractor  and  such  other persons or entities
     connected  with  the Loan as Lender may request, each in form and substance

                                      -21-
<PAGE>

     and  certified  by  such  individual  as  acceptable  to  Lender. Borrower,
     Completion Guarantor and the Guarantors shall provide such other additional
     financial information Lender reasonably requires;

          (l)  Management  Agreements:  Borrower  shall have delivered to Lender
               ----------------------
     executed  copies  of  any  leasing,  management  and development agreements
     entered  into  by  Borrower  in connection with the Construction and/or the
     operation of the Project;

          (m) Flood Hazard: Lender has received evidence that the Project is not
              ------------
     located  in  an  area  designated  by  the  Secretary  of Housing and Urban
     Development  as  a  special  flood  hazard  area, or flood hazard insurance
     acceptable to Lender in its sole discretion;

          (n) Zoning: Borrower shall have furnished to Lender a legal opinion or
              ------
     zoning letter as to compliance of the Project with zoning and similar laws;

          (o)  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,  Completion
     Guarantor  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;

          (p)  No Default: There shall be no uncured Default or Event of Default
               ----------
     by Borrower hereunder.;

          (q)  Easements:  Borrower  shall  have  furnished Lender all easements
               ---------
     reasonably  required  for the construction, maintenance or operation of the
     Project and such easements shall be insured by the Title Policy; and

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

          (s)  Escrow Account(s): Borrower shall open the Escrow Account(s) with
               -----------------
     Lender to hold Contract Deposits.

          (t) CDD Bonds:
              ---------

               (i)  $9,090,130.00  of  the  CDD  Bond  (as  hereinafter defined)
          proceeds (the "Acquisition Proceeds") must be utilized to purchase the
                         --------------------
          Land  from  the  current owner, and then, concurrently, Borrower shall
          cause $7,687,676.00 of such Acquisition Proceeds to be utilized in the
          Project with the remaining $1,402,454.00 to satisfy the Project Equity
          requirement  of  Section 8.1(a). Borrower must demonstrate to Lender's
          satisfaction  that  all  Acquisition  Proceeds  will  be  utilized for
          qualified  project  costs (approved by Lender), and in accordance with
          the  sources  and uses set forth on EXHIBIT "K". Borrower shall assign
          to  Lender   any   proceeds   to  be  received  from  the  funding  of
          approximately  $25,825,000.00  of  the  Special   Assessment   Capital
          Improvement  Bonds  (the  "CDD  Bonds")  for the Project issued by the
                                     ----------
          Westridge   Community   Development  District  (the  "CDD").  Borrower
                                                                ----
          recognizes  that  any  costs/expenses  incurred  as  a  result  of the
          issuance  of the CDD Bonds (such as capitalized interest, underwriting
          fees, etc.) shall not be funded from the proceeds of the Loan.

                                      -22-
<PAGE>

               (ii)  Borrower  shall  provide agreements related to the CDD Bond
          issuance  and  proceeds  required among the CDD, Borrower, Lender, the
          CDD  Bond  Trustee,  and any other associated parties. Further, during
          the  term  of  the Loan, no additional funding of Acquisition Proceeds
          shall be permitted, and Borrower shall not seek to amend or modify the
          CDD Bonds, or any documents related thereto, without Lender's consent,
          which may be granted or withheld in Lender's sole discretion.

               (iii)  To  the extent assignable, Borrower shall assign to Lender
          all  contracts,  agreements,  proceeds  related  to  the  CDD  and any
          associated bond offerings.

                                    ARTICLE 9

                       CONSTRUCTION REQUIREMENTS PRECEDENT
                       -----------------------------------
                           TO THE OPENING OF THE LOAN
                           --------------------------

     9.1 REQUIRED CONSTRUCTION DOCUMENTS.
         -------------------------------

     Borrower  shall  cause to be furnished to Lender the following, in form and
substance  satisfactory  to  Lender and Lender's Consultant in all respects, for
Lender's approval in its reasonable discretion prior to the Opening of the Loan:

          (a)  Fully  executed  copies  of  the  following, each satisfactory to
     Lender  and  Lender's Consultant in all respects: (i) a fixed or guaranteed
     maximum  price  General  Contract  with  the General Contractor; (ii) Major
     Subcontracts; and (iii) all contracts with architects and engineers;

          (b) A schedule of values, including a trade payment breakdown, setting
     forth  a  description  of  all contracts let by Borrower and/or the General
     Contractor  for  the design, engineering, construction and equipping of the
     Improvements;

          (c)  An initial sworn statement of the General Contractor, approved by
     Borrower,  Architect  and Lender's Consultant covering all work done and to
     be  done,  together  with  lien waivers covering all work and materials for
     which payments have been made by Borrower prior to the Loan Opening;

          (d)  General Contractor will be required to provide Subguard insurance
     from Zurich in a form approved by Lender.

          (e)  Copies of each of the Required Permits, except for those Required
     Permits  which  cannot be issued until completion of Construction, in which
     event  such Required Permits will be obtained by Borrower on a timely basis
     in  accordance  with  all  recorded  maps  and  conditions,  and applicable
     building,  land  use,  zoning  and  environmental  codes,  statutes  and
     regulations  and will be delivered to Lender at the earliest possible date.
     In  all  events  the Required Permits required to be delivered prior to the
     Opening of the Loan shall include full building permits.

          (f)  Full  and  complete  detailed  Plans  and  Specifications for the
     Improvements in duplicate, prepared by the Architect;

          (g) The Construction Schedule;

          (h) The Soil Report;

                                      -23-
<PAGE>

          (i)  The  Environmental  Report;  The Environmental Report shall, at a
     minimum, (A) demonstrate the absence of any existing or potential Hazardous
     Material  contamination or violations of environmental Laws at the Project,
     except  as  acceptable  to  Lender in its sole and absolute discretion, (B)
     include  the results of all sampling or monitoring to confirm the extent of
     existing  or  potential  Hazardous  Material  contamination at the Project,
     including  the results of leak detection tests for each underground storage
     tank  located  at  the  Project,  if  any,  (C)  describe  response actions
     appropriate  to  remedy  any  existing  or  potential  Hazardous  Material
     contamination,  and  report  the  estimated  cost  of  any such appropriate
     response,  (D)  confirm  that  any  prior  removal of Hazardous Material or
     underground storage tanks from the Project was completed in accordance with
     applicable  Laws,  and  (E) confirm whether or not the Land is located in a
     wetlands district;

          (j)  A  report  from Lender's Consultant which contains an analysis of
     the  Plans  and  Specifications, the Budget, the Construction Schedule, the
     General  Contract, all subcontracts then existing and the Soil Report. Such
     report  shall  be  solely  for  the  benefit  of  Lender and contain (i) an
     analysis satisfactory to Lender demonstrating the adequacy of the Budget to
     complete the Project and (ii) a confirmation that the Construction Schedule
     is realistic. Lender's Consultant shall monitor construction of the Project
     and  shall  visit  the  Project at least one (1) time each month, and shall
     certify as to amounts of construction costs for all requested fundings;

          (k) The Architect's Certificate;

          (l)  Certification  from  an engineer or other professional reasonably
     acceptable  to  Lender  in  a form acceptable to Lender confirming that any
     wetlands  located  on  the  Land  will  not preclude the development of the
     Project;

          (m)  A Notice of Commencement complying with applicable state or local
     law; and

          (n)  Such  other  papers,  materials  and  documents  as  Lender  may
     reasonably require with respect to the Construction.

                                   ARTICLE 10

                           BUDGET AND CONTINGENCY FUND
                           ---------------------------

     10.1 BUDGET.
          ------

     Disbursement  of  the Loan shall be governed by the Budget for the Project,
in  form  and  substance acceptable to Lender in Lender's reasonable discretion.
The  Budget shall specify the amount of cash equity invested in the Project, and
all  costs  and  expenses  of  every  kind and nature whatever to be incurred by
Borrower  in  connection with the Project. The Budget shall include, in addition
to  the  Budget Line Items described in Section 10.2 below, the Contingency Fund
described  in  Section  10.3  below, and amounts satisfactory to Lender for soft
costs  and  other  reserves acceptable to Lender. The initial Budget is attached
hereto  as  EXHIBIT  "G"  and made a part hereof. Once the Budget is approved by
Lender  all  changes to the Budget shall in all respects be subject to the prior
written approval of Lender.

     10.2 BUDGET LINE ITEMS.
          -----------------

     The Budget shall include as line items ("Budget Line Items"), to the extent
                                              -----------------
determined  to be applicable by Lender in its reasonable discretion, the cost of
all  labor,  materials,  equipment,  fixtures  and  furnishings  needed  for the

                                      -24-
<PAGE>

completion  of the Construction, and all other costs, fees and expenses relating
in  any  way  whatsoever  to  the  Construction  of  the  Improvements,  leasing
commissions,  operating  deficits,  real estate taxes, and all other sums due in
connection  with  Construction  and operation of the Project, the Loan, and this
Agreement.  Borrower  agrees that all Loan proceeds disbursed by Lender shall be
used only for the Budget Line Items for which such proceeds were disbursed.

     Lender  shall  not  be obligated to disburse any amount for any category of
costs set forth as a Budget Line Item which is greater than the amount set forth
for such category in the applicable Budget Line Item. Borrower shall pay as they
become  due all amounts set forth in the Budget with respect to costs to be paid
for by Borrower.

     10.3 CONTINGENCY FUND.
          ----------------

     The  Budget shall contain a Budget Line Item designated for the Contingency
Fund.  Borrower  may  from  time  to  time  request that the Contingency Fund be
reallocated  to  pay needed costs of the Project. Such requests shall be subject
to Lender's written approval in its reasonable discretion.

     Borrower agrees that the decision with respect to utilizing portions of the
Contingency Fund in order to keep the Loan In Balance shall be made by Lender in
its  reasonable  discretion,  and  that  Lender  may  require Borrower to make a
Deficiency Deposit even if funds remain in the Contingency Fund.

     10.4 OPTIONAL METHOD FOR PAYMENT OF INTEREST.
          ---------------------------------------

     For Borrower's benefit, the Budget includes a Budget Line Item for interest
payments  on  the  Loan  and,  with Lender's approval, amounts due from Borrower
under  any  Interest  Rate  Agreement  with respect to the Loan. Borrower hereby
authorizes  Lender  from  time to time, for the mutual convenience of Lender and
Borrower,  to disburse Loan proceeds to pay all the then accrued interest on the
Note and to pay amounts due from Borrower under any Interest Rate Agreement with
respect  to  the  Loan,  regardless  of whether Borrower shall have specifically
requested  a disbursement of such amount. Lender agrees that so long as there is
no  default  under the Loan, Lender will fund interest payments on the Loan from
the  interest  reserve  set  out  in the Budget. Any such disbursement, if made,
shall  be added to the outstanding principal balance of the Note and shall, when
disbursed,  bear  interest  at  the  Applicable  Rate.  The authorization hereby
granted,  however,  shall  not obligate Lender to make disbursements of the Loan
for  interest  payments  or  any  amount  due  under any Interest Rate Agreement
(except  upon  Borrower's  qualifying  for  and  requesting disbursement of that
portion  of  the proceeds of the Loan allocated for such purposes in the Budget)
nor  prevent  Borrower  from  paying  accrued  interest or amounts due under any
Interest Rate Agreement from its own funds.

                                   ARTICLE 11

                               SUFFICIENCY OF LOAN
                               -------------------

     11.1 LOAN IN BALANCE.
          ---------------

     Anything contained in this Agreement to the contrary notwithstanding, it is
expressly  understood  and  agreed  that  the  Loan  shall  at  all times be "In
Balance", on a Budget Line Item and an aggregate basis. A Budget Line Item shall
be  deemed  to  be  "In  Balance"  only  if  Lender in its reasonable discretion
                     -----------
determines  that  the  amount  of  such  Budget  Line Item is sufficient for its
intended  purpose.  The Loan shall be deemed to be "In Balance" in the aggregate
only  when the total of the undisbursed portion of the Loan less the Contingency
Fund  (subject  to Borrower's reallocation rights under Section 10.3), equals or
exceeds the aggregate of: (a) the costs required to complete the construction of
the  Project in accordance with the Plans and Specifications and the Budget; (b)
                                      -25-
<PAGE>

the  amounts  to  be  paid  as  retainages to persons who have supplied labor or
materials to the Project; and (c) all other hard and soft costs not yet paid for
in  connection  with the Project, as such costs and amounts described in clauses
                                                                         -------
(a), (b) and (c) may be estimated and/or approved in writing by Lender from time
---------------
to  time.  Borrower  agrees  that  if  for  any  reason,  in Lender's reasonable
discretion,  the amount of such undistributed Loan proceeds shall at any time be
or  become insufficient for such purpose regardless of how such condition may be
caused,  Borrower  will,  within  ten (10) days after written request by Lender,
deposit  the  deficiency  with  Lender  ("Deficiency  Deposit").  The Deficiency
                                         ---------------------
Deposit  shall  first  be  exhausted  before  any  further  disbursement of Loan
proceeds  shall  be  made.  Lender  shall  not  be  obligated  to  make any Loan
disbursements if and for as long as the Loan is not In Balance.

                                   ARTICLE 12

                        CONSTRUCTION PAYOUT REQUIREMENTS
                        --------------------------------

     12.1 APPLICABILITY OF SECTIONS.
          -------------------------

     The  provisions  contained in this Article 12 shall apply to the Opening of
                                        ----------
the Loan and to all disbursements of proceeds during Construction.

     12.2 MONTHLY PAYOUTS.
          ---------------

     After  the  Opening of the Loan, further disbursements shall be made during
Construction  from  time  to  time  as  the Construction progresses, but no more
frequently than once in each calendar month.

     12.3 DOCUMENTS TO BE FURNISHED FOR EACH DISBURSEMENT.
          -----------------------------------------------

     As  a  condition  precedent  to  each  disbursement  of  the  Loan proceeds
(including  the initial disbursement at the Opening of the Loan), Borrower shall
furnish or cause to be furnished to Lender the following documents covering each
disbursement, in form and substance satisfactory to Lender:

          (a)  A  completed  Borrower's  Certificate  in the form of EXHIBIT "J"
     attached  hereto  and made a part hereof and a completed Soft and Hard Cost
     Requisition Form in the form of EXHIBIT "I" attached hereto and made a part
     hereof, each executed by the Authorized Representative of Borrower;

          (b)  A  completed  standard  AIA Form G702 and Form G703 signed by the
     General  Contractor,  and the Architect, together with General Contractor's
     unconditional waivers of lien, and all subcontractors', material suppliers'
     and  laborers' conditional waivers of lien, covering all work paid with the
     proceeds  of the prior draw requests, together with such data as Lender may
     reasonably require to substantiate that all costs for which disbursement is
     sought have been incurred;

          (c)  Evidence  satisfactory  to Lender that fixtures and equipment, if
     any,  have  been  paid  for  and  are free of any lien or security interest
     therein;

          (d)  An  endorsement to the Title Policy issued to Lender covering the
     date  of  disbursement  and  showing  the  Mortgage  as  a first, prior and
     paramount  lien on the Project subject only to the Permitted Exceptions and
     real  estate  taxes  that  have accrued but are not yet due and payable and
     particularly that nothing has intervened to affect the validity or priority
     of the Mortgage;

                                      -26-
<PAGE>

          (e)  Copies  of any proposed or executed Change Orders on standard AIA
     G701  form  which  have  not  been previously furnished to Lender and which
     require and are not valid without the signatures of the General Contractor,
     Borrower and Architect;

          (f)  Copies  of  all  construction  contracts (including subcontracts)
     which  have  been  executed  since the last disbursement, together with any
     Bonds obtained or required to be obtained with respect thereto;

          (g)  All  Required  Permits  and all other Governmental Approvals then
     needed in connection with the Project; and

          (h) Such other instruments, documents and information as Lender or the
     Title Insurer may reasonably request.

          (i)  Disbursements  shall  be  made  approximately ten (10) days after
     receipt  of  all  information  required  by Lender to approve the requested
     disbursements.

     12.4 RETAINAGES.
          ----------

     At  the  time  of  each  disbursement the Lender shall withhold ten percent
(10%)  (the  "Retainage")  of  the "hard costs" contained on each requested Loan
              ---------
disbursement  (i.e.,  the  total  amount then due the General Contractor and the
various  contractors,  subcontractors  and  material  suppliers for the costs of
construction),  until  such  time as the Project is 50% complete; provided, that
the  Retainage  shall  not  include  the  General  Contractor's  fee and general
conditions  under  the Construction Contract. Thereafter, the Retainage shall be
zero  percent  (0%). The Retainage shall be disbursed in accordance with Section
13.2  below;  provided, however, upon the satisfactory completion of 100% of the
              -----------------
work  with  respect  to  any  individual  trade or the delivery of all materials
pursuant  to a purchase order in accordance with the plans and specifications as
certified  by the Lender's Consultant, Lender may decide on a case by case basis
(but  shall  not  be  obligated) to permit retainages with respect to such trade
order to be disbursed to Borrower.

     12.5 DISBURSEMENTS FOR MATERIALS STORED ON-SITE.
          ------------------------------------------

     Any  requests  for  disbursements  which  in  whole  or  in  part relate to
materials,  equipment  or  furnishings  which  Borrower  owns  and which are not
incorporated  into  the  Improvements  as  of  the  date  of  the  request  for
disbursement,  but  are  to  be  temporarily  stored  at  the  Project, shall be
accompanied  by  evidence  satisfactory to Lender that (i) such stored materials
are  included  within  the  coverages of insurance policies carried by Borrower,
(ii) the ownership of such materials is vested in Borrower free of any liens and
claims of third parties, (iii) such materials are properly insured and protected
against  theft  or  damage,  (iv) the materials used in the Construction are not
commodity  items  but  are  uniquely  fabricated  for  the Construction, (v) the
Lender's  Consultant  has viewed and inspected the stored materials, and (vi) in
the  opinion  of  the  Lender's  Consultant  the stored materials are physically
secured  and  can  be incorporated into the Project within forty five (45) days.
Lender  may  require  separate  Uniform  Commercial Code financing statements to
cover any such stored materials.

     12.6 DISBURSEMENTS FOR OFFSITE MATERIALS.
          -----------------------------------

     Lender  may  in its sole discretion, but shall not be obligated to, approve
disbursements  for  materials  stored  off-site,  in  which  event  all  of  the
requirements of Section 12.5 shall be applicable to such disbursement as well as
                ------------
any  other  requirements which Lender may, in its sole discretion, determine are
appropriate under the circumstances.

                                      -27-
<PAGE>

                                   ARTICLE 13

                       FINAL DISBURSEMENT FOR CONSTRUCTION
                       -----------------------------------

     13.1 FINAL DISBURSEMENT FOR CONSTRUCTION.
          -----------------------------------

     Lender  will advance to Borrower the final disbursement for the cost of the
Construction  (including  Retainages)  when  the  following conditions have been
complied  with,  provided  that  all  other  conditions  in  this  Agreement for
disbursements have been complied with :

          (a)  The  Improvements  have  been  fully  completed  and  equipped in
     accordance  with  the Plans and Specifications free and clear of mechanics'
     liens and security interests and are ready for occupancy;

          (b)  Borrower  shall  have  furnished  to  Lender  a  Certificate  of
     Substantial  Completion  AIA  Form  G704 from the supervising architect and
     General  Contractor  certifying  that  the  Project  has  been completed in
     accordance  with  the  final  plans  and  specifications as approved by the
     Lender;

          (c)  Borrower  shall  have  furnished  to  Lender "all risks" casualty
     insurance  in  form and amount and with companies satisfactory to Lender in
     accordance with the requirements contained herein;

          (d) Borrower shall have furnished to Lender copies of all licenses and
     permits  required by any Governmental Authority having jurisdiction for the
     occupancy  of  the  Improvements  and  the  operation  thereof, including a
     certificate  of  occupancy  from  the  municipality in which the Project is
     located,  or  a  letter from the appropriate Governmental Authority that no
     such certificate is issued;

          (e)  Borrower  shall  have  furnished  to Lender a complete "As-Built"
     ALTA/ACSM  final  survey of the Project complying with EXHIBIT "B" attached
     hereto in compliance with Section 8.1(d);
                               --------------

          (f) All fixtures, furnishings, furniture, equipment and other property
     required  for  the operation of the Project and to be installed by Borrower
     shall  have  been  installed  free  and  clear  of  all  liens and security
     interests, except in favor of Lender;

          (g)  Borrower  shall  have  furnished  to  Lender  copies of all final
     waivers  of  lien and sworn statements from contractors, subcontractors and
     material  suppliers  and  an  affidavit  from  the  General  Contractor  in
     accordance with Chapter 713, Florida Statutes;
                                  -----------------

          (h)  Borrower  shall  have  furnished to Lender a certificate from the
     Architect  or  other  evidence satisfactory to Lender dated at or about the
     Completion  Date  stating  that (i) the Improvements have been completed in
     accordance  with the Plans and Specifications, and (ii) the Improvements as
     so completed comply with all applicable Laws;

          (i)  Borrower shall have furnished to Lender a rent roll and copies of
     all leases for the Project;

          (j)  Borrower  shall  have  furnished  to  Lender  tenant  estoppel
     certificates in form and substance acceptable to Lender; and

                                      -28-
<PAGE>

          (k)  Lender  shall  have  received  a  certificate  from  the Lender's
     Consultant  for  the sole benefit of Lender that the Improvements have been
     satisfactorily completed in accordance with the Plans and Specifications.

     If  Borrower fails to comply with and satisfy any of the final disbursement
conditions  contained  in  this  Section  13.1  within sixty (60) days after the
                                 -------------
Completion Date, such failure shall constitute an Event of Default hereunder.

     13.2 DISBURSEMENT OF RETAINAGE
          -------------------------

     The  Retainage  shall  be disbursed to General Contractor (less 150% of the
cost of completion of punchlist items) when all of the following conditions have
been satisfied:

          (a)  The Architect shall have certified, and Borrower and Lender shall
     have agreed, that construction is sufficiently complete, in accordance with
     the  Plans  and  Specifications,  so  that  the  Units  and other amenities
     contemplated  by  the Plans and Specifications can be occupied for the uses
     for  which they are intended with only minor punchlist items and decoration
     left  unfinished which will not interfere with the practical utilization of
     the Project for its intended purposes;

          (b)  a  temporary  certificate of occupancy shall have been issued for
     the  Project,  subject  only  to  such  conditions  as  may  be  reasonably
     acceptable to Borrower and Lender;

          (c)  General  Contractor  is  in  compliance with the payment and lien
     provisions of the general contract,

          (d)  General  Contractor  has  completed site cleanup and restoration,
     including, without limitation, removal of all excess materials, rock, sand,
     paving and miscellaneous debris, supplies, equipment and trailers; and

          (e) All temporary utilities are disconnected.

     The  holdback  for punchlist items shall be disbursed to General Contractor
upon satisfaction of the conditions set forth in Section 13.1 above.

                                   ARTICLE 14

                                    RESERVED
                                    --------

                                   ARTICLE 15

                                 OTHER COVENANTS
                                 ---------------

     15.1 BORROWER FURTHER COVENANTS AND AGREES AS FOLLOWS:
          ------------------------------------------------

          (a)  Required  Contracts  and Contract Deposits: Subject to applicable
               ------------------------------------------
     law,  prior to Closing Borrower shall have provided to Lender evidence that
     257  Units  are  under  valid Contracts of Sale, and the aggregate Contract
     Deposits  received  in  connection  therewith  is  equal to or greater than
     $18,709,560.00  (such  Required  Contracts  and  Contract  Deposits  are
     identified  on  EXHIBIT  "M",  attached  hereto).  Borrower shall have used
     $9,046,561.00  of said Contract Deposits to pay Project costs as identified
     on  the  Budget,  and  Borrower  shall have deposited $9,668,999.00 of said
     funds into the Escrow Account(s).

                                      -29-
<PAGE>

          (b)  Required  Contract  Deposits  Upon  Sale  of  All Units: When the
               -------------------------------------------------------
     initial  294  Units  have  been  sold or are under contract, Borrower shall
     provide  evidence  to  Lender showing that all Contract Deposits (collected
     and  to  be  collected;  including  Usable  Deposits)  total  at  least
     $24,869,000.00, and that Usable Deposits equal or exceed $17,209,078.00 (or
     Borrower shall provide evidence to Lender, acceptable to Lender in Lender's
     sole discretion, that such Usable Deposits have been utilized in accordance
     with the sources and uses of funds attached as EXHIBIT "K"). Borrower shall
     provide  Lender  with  evidence  of the Contract Deposit collected for each
     Unit as and when each Contract Deposit is collected.

          (c)  Net  Sale  Proceeds  from Sale of All Units: When the initial 294
               -------------------------------------------
     Units have been sold or are under contract, Borrower shall provide evidence
     to  Lender  showing that Net Sale Proceeds (earned or to-be earned pursuant
     to  effective  Contracts  of  Sale)  from the sale of the initial 294 Units
     being  developed  in  the Project must equal at least $87,060,000.00, which
     Net  Sale  Proceeds  are  sufficient to cover 120% of the Maximum Aggregate
     Loan Amount.

          (d)  Opening  of Loan on or Prior to Loan Opening Date. All conditions
               -------------------------------------------------
     precedent  to the Opening of the Loan shall be complied with on or prior to
     March  30, 2006. If Borrower has not satisfied all conditions precedent to,
     and  otherwise  qualified  for,  the Opening of the Loan, Lender may at its
     sole  option  terminate  Lender's  obligation  to  fund the Loan by written
     notice to Borrower.

          (e)  Construction  of  Improvements.  The  Improvements  shall  be
               ------------------------------
     constructed  and  fully  equipped  in  a  good  and workmanlike manner with
     materials  of  high  quality,  strictly  in  accordance  with the Plans and
     Specifications  (or  in  accordance  with  any  changes therein that may be
     approved  in  writing  by  Lender  or  as to which Lender's approval is not
     required),  and  such  construction  and  equipping will be commenced on or
     before the Construction Commencement Date and prosecuted with due diligence
     and  continuity  in  accordance  with  the  Construction Schedule and fully
     completed  not later than the Completion Date. The Completion Date shall be
     extended  in  writing  by  Lender  by the number of days resulting from any
     Unavoidable  Delay  in  the  construction  of  the  Project,  (but under no
     circumstances  shall  Lender  be  obligated  to  extend the Completion Date
     beyond  twenty-four (24) months beyond the Construction Commencement Date),
     provided  that  Lender  shall  not be obligated to grant any such extension
     unless  (a)  Borrower  gives notice of such delay to Lender within ten (10)
     days of learning of the event resulting in such delay, and (b) after giving
     effect  to  the  consequences  of  such  delay,  the  Loan shall remain "In
     Balance".

          (f)  Changes  in  Plans and Specifications. No changes will be made in
               -------------------------------------
     the  Plans and Specifications without the prior written approval of Lender;
     provided,  however,  that  Borrower  may  make  changes  to  the  Plans and
     ------------------
     Specifications  if  (i)  Borrower notifies Lender in writing of such change
     within seven (7) days thereafter; (ii) Borrower obtains the approval of all
     parties whose approval is required, including sureties and any Governmental
     Authority  to  the extent approval from such parties is required; (iii) the
     structural  integrity of the Improvements is not impaired; (iv) no material
     change  in architectural appearance is effected; (v) the performance of the
     mechanical,  electrical, and life safety systems of the Improvements is not
     affected; (vi) the cost of or reduction resulting from such change (x) does
     not  exceed  $50,000 and (y) when added to all other changes which have not
     been  approved  in  writing  by  Lender,  the  resulting  aggregate cost or
     reduction does not exceed $250,000.00. Changes in the scope of construction
     work  or  to  any  construction  related contract must be documented with a
     change order on the AIA Form G701 or equivalent form.

          (g)  Inspection  by  Lender.  Borrower  will  cooperate with Lender in
               ----------------------
     arranging  for  inspections by representatives of Lender of the progress of
     the  Construction  from  time  to  time including an examination of (i) the
     Improvements,  (ii) all materials to be used in the Construction, (iii) all
     plans  and shop drawings which are or may be kept at the construction site,
     (iv)  any  contracts,  bills  of  sale, statements, receipts or vouchers in

                                      -30-
<PAGE>

     connection  with  the  Improvements,  (v)  all  work done, labor performed,
     materials  furnished  in  and  about  the  Improvements,  (vi)  all  books,
     contracts and records with respect to the Improvements, and (vii) any other
     documents  relating to the Improvements or the Construction. Borrower shall
     cooperate  with  Lender's Consultant to enable him to perform his functions
     hereunder.  Borrower shall, upon Lender's or Lender's Consultant's request,
     correct  any  defect in the Construction or any failure of the Construction
     to comply with the Plans and Specifications.

          (h)  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.

          (i)  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 15.1(h) 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.

          (j)  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 required, from time to time, during the
     progress  of  Construction,  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(e). Borrowers shall furnish to the
                                  --------------
     Lender evidence that the insurance premiums and real estate taxes are paid,
     at  least  five (5) days prior to the last date for payment of such amounts
     before  imposition  of  any  penalty  or  interest  or  termination  of the
     insurance policy, as applicable.

          (k)  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

                                      -31-
<PAGE>

     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 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.

          (l)  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.

          (m)  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.

          (n) Leasing Restrictions. Without the prior written consent of Lender,
              --------------------
     Borrower  and Borrower's agents shall not enter into any Leases (except for
     the amenities leases referenced in Section 3.1).
                                        -----------

          (o)  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.

          (p)  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 reasonable 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
     reasonable  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.

          (q) 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

                                      -32-
<PAGE>

     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.

          (r)  Furnishing  Information. Borrower and Guarantors shall deliver or
     cause  to  be delivered to Lender a duly executed Certificate of Compliance
     in  the  form  of EXHIBIT "J" attached hereto within thirty (30) days after
     the  end  of  each  calendar  quarter,  and: (i) not later than one hundred
     eighty  (180)  days  after  the  end  of each calendar year, annual Federal
     Income  Tax  Returns;  (ii)  not  later  than 90 days after the end of each
     fiscal  year, an annual, audited financial statement (or personal financial
     statement, as applicable to Malcolm J. Wright), and (iii) not later than 45
     days  after  the  end  of  each calendar quarter a company prepared interim
     financial statement (as applicable to all Borrowers and Guarantors with the
     exception of Malcolm J. Wright). Each financial statement shall be prepared
     by  a  certified  public accountant acceptable to Lender in accordance with
     generally accepted accounting principles. Each financial statement shall be
     certified  as  true,  complete and correct by its preparer and by Borrowers
     or,  in  the  case  of each of the Guarantors' financial statements, by the
     Guarantor  to  whom  it relates. In addition, prior to the Loan Opening and
     then  not  later than sixty (60) days before the end of each fiscal year of
     Borrower,  Borrower  shall  deliver  to Lender the Project's updated annual
     operating  budget  for  the following fiscal year. Within fifteen (15) days
     following  the  end  of  each  month, Borrower shall deliver to Lender: (i)
     monthly unaudited operating cash flow statements for the Project, certified
     as  true,  complete and correct by Borrower showing actual sources and uses
     of  cash  during  the  preceding  month, and (ii) 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. Borrowers and the Guarantors shall provide such
     additional financial information 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.  If any such
     financial  statement  or  other  report  or  information  described in this
     subsection  is  not  delivered  to Lender within thirty (30) days after the
     time  periods  stated above, Borrower agrees to pay a late charge to Lender
     in the amount of $500.00 per item per day.

          (s) 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  during  the  Construction  indicating  that  the financing for the
     Project  is  provided by Lender. Lender reserves the right to publicize the
     making of the Loan.

          (t)  Collateral  Account.  Borrower shall provide $4,000,000.00 in the
               -------------------
     form  of  a  Letter  of  Credit  unconditionally  payable  to  Lender  (the
     "Collateral  Account  LC") or in cash deposited with Lender and in a demand
      ------------------------
     deposit  account  held  in Borrower's name but under Lender's sole dominion
     and  control  (the  "Collateral  Account"),  and said Collateral Account or
                          --------------------
     Collateral  Account  LC  (in  like  amount)  shall be pledged as additional
     security  for  the  Phase  1  Loan.  Borrower  may  substitute cash for the
     Collateral  Account  LC  (in like amount) at any time, and upon delivery of
     said  cash  to  Lender  the  Collateral  Account  LC  shall  be returned to
     Borrower. .

          (u)  TDS  Development,  LLC, Collateral Account. TDS Development, LLC,
               ------------------------------------------
     shall  deposit  $4,000,000.00  in  a  demand  deposit  account  held in TDS
     Development, LLC's name (the "TDS Development, LLC, Account") but under the
                                   -----------------------------
     Lender's  sole  dominion and control, and said TDS Development, LLC Account
     shall  be  pledged  as  additional  security  for  the  Phase  1  Loan.
     Notwithstanding  any contrary provision of this Agreement or any other Loan
     Document:

               (i)  The  proceeds  in  the  TDS Development LLC Account shall be
          disbursed  directly  to  Completion  Guarantor, in accordance with its
          written  instructions to Lender, at such time as the Loan is repaid in
          full.

                                      -33-
<PAGE>

          Borrower  hereby  authorizes  Lender  to  make  such  disbursement
          directly  to Completion Guarantor, and Borrower agrees to execute such
          additional  authorization  as  may  be required by Lender with respect
          thereto.

               (ii)  In  the event that Lender exercises its rights and remedies
          under  the  Loan Documents following an Event of Default, Lender shall
          realize upon the proceeds in the Collateral Account and shall use such
          proceeds  in  full  to  satisfy  Borrower's obligations under the Loan
          Documents  prior  to  Lender  realizing  upon  the proceeds of the TDS
          Development  LLC  Account  and  using  the proceeds thereof to satisfy
          Borrower's  obligations  under  the Loan Documents; provided, however,
          that  Lender  need not delay in proceeding against the TDS Development
          LLC Account if Lender's ability to collect from the Collateral Account
          is delayed or impaired. In the event that Lender realizes upon the Net
          Cash  Flow  in  the exercise of its rights and remedies under the Loan
          Documents following an Event of Default, Lender shall use the Net Cash
          Flow  to  reimburse  Completion  Guarantor  for that amount of the TDS
          Development,  LLC,  Account  utilized  by  Lender  to satisfy Borrower
          obligations under the Loan Documents.

               (iii) Any pledge by Borrower to Lender of the "Net Income" of the
          Project"  to secure the Phase II Loan shall not be required to be made
          by  Borrower  in  favor  of  Lender, and shall not be effective, until
          General  Contractor  shall  have  received  all  payments  owing  from
          Borrower  to  General  Contractor  under  the General Contract and the
          proceeds  of the TDS Development, LLC Account, if any, shall have been
          disbursed  to  Completion  Guarantor  in accordance with paragraph (i)
          above. For purposes of this subparagraph (iii), the "Net Income of the
          Project"  shall  mean  all Net Sales Proceds less that amount equal to
          repayment of the Loan in full.

          (v)  Buyer  Deposit  Shortfall  Account.  Borrower  shall  provide
               ---------------------------------
     $2,000,000.00  in the form of a Letter of Credit unconditionally payable to
     Lender ("Buyer Deposit Shortfall LC") or in cash deposited with Lender in a
              --------------------------
     demand  deposit account held in Borrower's name but under the Lender's sole
     dominion  and  control  (the  "Buyer  Deposit Shortfall Account"), and said
                                    ---------------------------------
     Buyer  Deposit Shortfall LC and/or Buyer Deposit Shortfall Account shall be
     pledged  as  additional  collateral  for  the  Loan.  If Borrower elects to
     utilize  the  Buyer  Deposit  Shortfall  LC,  Borrower may submit a written
     request  to  Lender to request a draw on the Buyer Deposit Shortfall LC and
     Lender  shall  promptly submit such draw and deposit the funds in the Buyer
     Deposit  Shortfall  Account.  The funds held in the Buyer Deposit Shortfall
     Account  can  be drawn on by the Borrower to fund approved Project costs as
     set  forth  in the Loan Budget. Any amounts used by the Borrower to pay for
     such  Project  costs  will  be  applied  towards the minimum Project Equity
     requirement.  When  Borrower  has  demonstrated that the full amount of the
     required  Project  Equity  has  been invested in Project, any amount of the
     Buyer  Deposit  Shortfall  Account  that has not been expended will be made
     immediately  available to Borrower and the Buyer Deposit Shortfall LC shall
     be returned to Borrower.

          (w)  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.

          (x)  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.

                                      -34-
<PAGE>

          (y)  No  Additional  Debt. Except for the Loan, Borrower shall neither
               --------------------
     incur  nor  guarantee  any  indebtedness  (whether personal or nonrecourse,
     secured or unsecured) other than customary trade payables paid within sixty
     (60) days after they are incurred.

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

          (aa)  Document  Review.  Borrower  shall  provide  Lender  with  all
                ----------------
     condominium  documents,  homeowners'  association  documents,  management
     agreements  and CDD documents, as applicable, which Lender shall review and
     approve  (which  approval will not be unreasonably withheld or delayed), in
     Lender's sole discretion.

          (bb)  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.

          (cc) 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.

          (dd)  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.

          (ee)  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.

          (ff) Construction Contracts. Borrower shall not enter into, materially
               ----------------------
     modify,  materially  amend,  terminate  or  cancel  any  contracts  for the
     Construction,  without the prior written approval of Lender, which approval
     shall not be unreasonably withheld or delayed. Borrower will furnish Lender
     promptly  after  execution thereof executed copies of all contracts between
     Borrower,  architects,  engineers  and  contractors  and  all  subcontracts
     between  the  General  Contractor  or  contractors  and  all  of  their
     subcontractors and suppliers, which contracts and subcontracts may not have
     been furnished pursuant to Section 9.1(a) at the time of the Opening of the
                                -------------
     Loan.

          (gg)  Correction  of  Defects.  Within  five  (5)  days after Borrower
                -----------------------
     acquires knowledge of or receives notice of a defect in the Improvements or
     any  departure  from the Plans and Specifications, or any other requirement
     of this Agreement, Borrower will proceed with diligence to correct all such
     defects and departures.

          (hh)  Hold  Disbursements in Trust. Borrower shall receive and hold in
                ----------------------------
     trust  for the sole benefit of Lender (and not for the benefit of any other
     person,  including,  but not limited to, contractors or any subcontractors)
     all advances made hereunder directly to Borrower, for the purpose of paying

                                      -35-
<PAGE>

     costs of the Construction in accordance with the Budget. Borrower shall use
     the  proceeds  of  the Loan solely for the payment of costs as specified in
     the  Budget.  Borrower will pay all other costs, expenses and fees relating
     to the acquisition, equipping, use and operation of the Project.

          (ii)  Foundation  Survey.  Not  later  than  thirty  (30)  days  after
                ------------------
     completion  of  each  separate foundation with respect to the Improvements,
     Borrower  shall furnish to Lender a survey of the Land with such foundation
     of  the  Improvements located thereon, and also satisfying the requirements
     set forth in Section 8.1(d).

          (jj)  Alterations.  Without the prior written consent of Lender (which
                -----------
     consent  shall not be unreasonably withheld or delayed), Borrower shall not
     make  any material alterations to the Project (other than completion of the
     Construction in accordance with the Plans and Specifications).

          (kk)  Net  Cash Flow Deposit. All Net Cash Flow from the Project shall
                ----------------------
     be  deposited  with Lender into the Project Escrow Account, which will be a
     demand  deposit account in Borrower's name but under Lender's sole dominion
     and control. Funds deposited into such account shall be applied against the
     monthly  payments  of  interest  on  the  Loan  and  Loan  proceeds will be
     disbursed  from  the  interest  reserve  set  out in the Budget only to the
     extent the Net Cash Flow is not sufficient to make such payments.

     15.2 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 16

                           CASUALTIES AND CONDEMNATION
                           ---------------------------

     16.1 LENDER'S ELECTION TO APPLY PROCEEDS ON INDEBTEDNESS.
          ---------------------------------------------------

          (a)  Subject  to  the  provisions of Section 16.1(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
     reasonable  attorneys'  and  reasonable  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 16.1(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) if the cost of

                                      -36-
<PAGE>

     restoration  exceeds  ten  percent  (10%)  of  the Maximum Outstanding Loan
     Amount,  in Lender's sole determination after completion of restoration the
     Maximum Outstanding Loan Amount will not exceed 5% of the fair market value
     of  the  Project, (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  Performance and Completion
     Guarantor  and  the  Completion  Guarantor  reaffirm  its  Performance  and
     Completion and/or Completion Guaranty (as applicable) 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.

     16.2 BORROWER'S OBLIGATION TO REBUILD AND USE OF PROCEEDS THEREFOR.
          -------------------------------------------------------------

     In  case Lender does not elect to apply or does not have the right to apply
the  Proceeds  to  the indebtedness, as provided in Section 16.1 above, Borrower
shall:

          (a)  Proceed  with  diligence  to make settlement with insurers or the
     appropriate Governmental Authorities and cause the Proceeds to be deposited
     with Lender;

          (b)  In  the  event of any delay in making settlement with insurers or
     the  appropriate  Governmental  Authorities  or effecting collection of the
     Proceeds,  deposit  with  Lender  the  full  amount  required  to  complete
     construction as aforesaid;

          (c)  In  the event the Proceeds and the available proceeds of the Loan
     are  insufficient  to  assure  the Lender that the Loan will be In Balance,
     promptly  deposit  with  Lender  any  amount necessary to place the Loan In
     Balance; and

          (d)  Promptly  proceed  with  the  presumption  of construction of the
     Improvements,  including the repair of all damage resulting from such fire,
     condemnation or other cause and restoration to its former condition.

     Any  request by Borrower for a disbursement by Lender of Proceeds and funds
deposited  by Borrower shall be treated by Lender as if such request were for an
advance of the Loan hereunder, and the disbursement thereof shall be conditioned
upon  Borrower's  compliance  with  and  satisfaction  of  the  same  conditions
precedent  as  would  be  applicable  under this Agreement for an advance of the
Loan.

                                   ARTICLE 17

                       ASSIGNMENTS BY LENDER AND BORROWER
                       ----------------------------------

     17.1 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.

     17.2 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

                                      -37-
<PAGE>

Project or of Borrower (subject to the exceptions set forth in the definition of
"Transfer", above), or (b) any Transfer (except for the sale of Units).

     17.3 PROHIBITION OF TRANSFERS IN VIOLATION OF ERISA.
          ----------------------------------------------

     In  addition  to the prohibitions set forth in Section 17.2 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.

     17.4 SUCCESSORS AND ASSIGNS.
          ----------------------

     Subject  to the foregoing restrictions on transfer and assignment contained
in  this  Article  17, this Agreement shall inure to the benefit of and shall be
          -----------
binding  on  the  parties  hereto  and their respective successors and permitted
assigns.

                                   ARTICLE 18

                               TIME OF THE ESSENCE
                               -------------------

     18.1 TIME IS OF THE ESSENCE.
          ----------------------

     Borrower agrees that time is of the essence under this Agreement.

                                   ARTICLE 19

                                EVENTS OF DEFAULT
                                -----------------

     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 five (5) 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
     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

                                      -38-
<PAGE>

     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 provided further that if a different notice or grace period is
     specified under any other subsection of this Section 19.1 with respect to a
                                                  ------------
     particular breach, or if another subsection of this Section 19.1 applies to
                                                         ------------
     a  particular  breach  and does not expressly provide for a notice or grace
     period the specific provision shall control.

(b)     The  disapproval  by  Lender  or  Lender's Consultant at any time of any
construction  work which does not comply with the Plans and Specification or any
governmental  requirement(s),  and  failure  of Borrower to cause the same to be
corrected  to  the satisfaction of Lender or Lender's Consultant within the cure
period  provided  in  Section  19.1(a)(ii)  above.
                      --------------------

          (c)  A  delay  in the Construction or a discontinuance for a period of
     fifteen (15) days after written notice from Lender concerning such delay or
     discontinuance  (other than Unavoidable Delays), or in any event a delay in
     the  Construction so that the same is not, in Lender's judgment (giving due
     consideration  to  the  assessment  of  Lender's  Consultant), likely to be
     completed on or before the Completion Date.

          (d) The bankruptcy or insolvency of the General Contractor and failure
     of  Borrower  to  procure  a contract with a new contractor satisfactory to
     Lender  within  thirty  (30) days from the occurrence of such bankruptcy or
     insolvency.

          (e) Any Transfer or other event in violation of Sections 17.2 or 17.3.
                                                          -------------    ----

          (f)  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).

          (g)  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.
     -------

          (h)  Borrower,  Completion Guarantor or any Guarantor shall commence a
     voluntary  case concerning Borrower, Completion Guarantor or such Guarantor
     under  the  Bankruptcy  Code;  or  an  involuntary  proceeding is commenced
     against  Borrower,  Completion  Guarantor  or  any  Guarantor  under  the
     Bankruptcy  Code  and  relief  is  ordered  against  Borrower,  Completion
     Guarantor  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,
     Completion Guarantor or any Guarantor; or Borrower, Completion Guarantor 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, Completion Guarantor or any
     Guarantor;  or there is commenced against Borrower, Completion Guarantor or
     any Guarantor any such proceeding which remains undismissed or unstayed for
     a  period  of sixty (60) days; or the Borrower, Completion Guarantor or any

                                      -39-
<PAGE>

     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 Borrower,
     Completion  Guarantor  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.

          (i)  Borrower,  Completion  Guarantor  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,  Completion  Guarantor 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.

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

          (k)  Failure  by  Borrower  to make any Deficiency Deposit with Lender
     within the time and in the manner required by Article 11 hereof.
                                                   ----------

          (l)  One or more final, unappealable judgments are entered (i) against
     Borrower  in  amounts  aggregating  in  excess  of $100,000 or (ii) against
     Completion  Guarantor  or 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.

          (m)  If  Borrower, Completion Guarantor 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 Completion Guarantor or
     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.

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

          (o)  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 20

                      LENDER'S REMEDIES IN EVENT OF DEFAULT
                      -------------------------------------

     20.1 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 complete the Construction 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. Without restricting the generality of the foregoing

                                      -40-
<PAGE>

     and  for  the  purposes aforesaid, Borrower hereby appoints and constitutes
     Lender  its  lawful attorney-in-fact with full power of substitution in the
     Project  to  complete  the  Construction  in  the  name of Borrower; to use
     unadvanced  funds  remaining  under  the  Note  or  which  may be reserved,
     escrowed or set aside for any purposes hereunder at any time, or to advance
     funds  in  excess  of  the  face  amount  of  the  Note,  to  complete  the
     Construction;  to  make changes in the Plans and Specifications which shall
     be necessary or desirable to complete the Construction in substantially the
     manner  contemplated  by  the Plans and Specifications; to retain or employ
     new  general  contractors,  subcontractors,  architects,  engineers  and
     inspectors  as  shall  be  required  for  said  purposes; to pay, settle or
     compromise  all  existing  bills and claims, which may be liens or security
     interests,  or  to  avoid  such bills and claims becoming liens against the
     Project;  to  execute  all  applications  and  certificates  in the name of
     Borrower prosecute and defend all actions or proceedings in connection with
     the Improvements or Project; to take action and require such performance as
     it  deems necessary under any of the Bonds to be furnished hereunder and to
     make  settlements  and  compromises with the surety or sureties thereunder,
     and  in  connection  therewith,  to  execute  instruments  of  release  and
     satisfaction;  and  to  do any and every act which the Borrower might do in
     its  own behalf; it being understood and agreed that this power of attorney
     shall be a power coupled with an interest and cannot be revoked;

          (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;

          (e) Take control of the Owner's Contingency; and

          (f)  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  19.1(h)  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.

                                   ARTICLE 21

                               GENERAL PROVISIONS
                               ------------------

     21.1 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.

     21.2 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.

                                      -41-
<PAGE>

     21.3 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.

     21.4 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.

     21.5 REQUIRED REAFFIRMATIONS OF GUARANTY.
          -----------------------------------

     Lender,  in  its  sole  discretion,  may  grant  a request from Borrower to
                                          ---
increase  the  Budget  related  to the addition of units to the Project (thereby
increasing  the  Maximum  Aggregate  Loan  Amount), on the condition that, inter
alia,  each  Payment  Guarantor,  Performance  and  Completion Guarantor and the
Completion  Guarantor  reaffirms,  in writing, its Payment Guaranty, Performance
and Completion Guaranty and/or Completion Guaranty (as applicable).

     21.6 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,  or  other  party for labor or
services  performed  or  materials supplied in connection with the Construction.
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.  Without  limiting the generality of the
foregoing:

          (a)  Lender  shall  have  no  liability,  obligation or responsibility
     whatsoever  with  respect  to  the  Construction.  Any  inspections  of the
     Construction  made  by or through Lender are for purposes of administration
     of  the  Loan  only and neither Borrower nor any third party is entitled to
     rely  upon the same with respect to the quality, adequacy or suitability of
     materials or workmanship, conformity to the Plans and Specifications, state
     of completion or otherwise;

          (b)  Lender  neither undertakes nor assumes any responsibility or duty
     to  Borrower  to  select, review, inspect, supervise, pass judgment upon or
     inform  Borrower  of  any  matter in connection with the Project, including
     matters  relating to the quality, adequacy or suitability of: (i) the Plans
     and  Specifications,  (ii)  architects,  contractors,  subcontractors  and
     material  suppliers  employed  or  utilized  in  connection  with  the
     Construction,  or  the workmanship of or the materials used by any of them,
     or  (iii)  the  progress  or  course  of Construction and its conformity or
     nonconformity  with  the  Plans  and  Specifications;  Borrower  shall rely
     entirely  upon  its  own  judgment  with  respect  to such matters, and any
     review,  inspection,  supervision,  exercise  of  judgment  or  supply  of
     information  to  Borrower  by Lender in connection with such matters is for
     the  protection of Lender only, and neither Borrower nor any third party is
     entitled to rely thereon; and

                                      -42-
<PAGE>

          (c)  Lender  owes  no  duty  of  care  to protect Borrower, Completion
     Guarantor  or Guarantor, against negligent, faulty, inadequate or defective
     building or construction.

     21.7 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.

     21.8 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.

     21.9 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.

     21.10 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.

     21.11 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.

     21.12 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.

                                      -43-
<PAGE>

     21.13 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,  Completion Guarantor and its
Guarantors waive all claims for punitive, exemplary or consequential damages.

     21.14 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
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. Neither
Completion  Guarantor  nor  Guarantors  are  intended  to  have  any rights as a
third-party beneficiary of the provisions of this Section 21.13.
                                                  -------------

     21.15 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 COUNTIES OF POLK AND ORANGE, AND
THE 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 CITY OF ORLANDO AND 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.

     21.16 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).

                                      -44-
<PAGE>

                                   ARTICLE 22

                                     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:

IF TO BORROWER:       Tierra del Sol Resort (Phase 1), Ltd.
---------------       TDS Town homes (Phase 1), LLC
                      Costa Blanca I Real Estate, LLC.
                      TDS Amenities, Inc.
                      2462 Sand Lake Road
                      Orlando, Florida 32809
                      Attention:  Malcolm J. Wright
                      Telephone:
                                -------------------
                      Facsimile:
                                -------------------

  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

  with  a  copy  to:  PCL  Construction  Enterprises,  Inc.
                      2000  South  Colorado  Boulevard,  Suite  2-500
                      Denver,  Colorado  80222
                      Attention:  Michael  J.  Kehoe
                      Telephone:  (303)  365-6511
                      Facsimile:  (303)  365-6515

  with  a  copy  to:  Railey  &  Harding,  P.A.
                      20  North  Eola  Drive
                      Orlando,  Florida  32801
                      Attention:  Robert  Harding
                      Telephone:  (407)  648-9119
                      Facsimile:  (407)  648-8049

                                      -45-
<PAGE>

IF  TO  LENDER:       KeyBank  National  Association
--------------        200  E.  Robinson  Street,  Suite  550
                      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,  Suite  1800
                      Orlando,  FL  32801
                      Attn:  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.

                                   ARTICLE 23

                              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]

                                      -46-
<PAGE>

     EXECUTED as of the date first set forth above.


BORROWER:     TIERRA DEL SOL RESORT (PHASE 1), LTD a
              Florida limited partnership

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


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


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

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

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


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


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

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

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


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


              TDS AMENITIES, INC., a Florida corporation

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

                                      -47-
<PAGE>

LENDER:       KEYBANK NATIONAL ASSOCIATION,
              a national banking association


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

                                      -48-
<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
                                        ---------------------------
                                    Name:    Malcolm J. Wright
                                    Title:   President

                                    TDS DEVELOPMENT, LLC, a Florida limited
                                    liability company


                                    By: /s/Malcolm J. Wright
                                        ---------------------------
                                    Name:    Malcolm J. Wright
                                    Title:   Manager

                                      -49-
<PAGE>