ASSIGNMENT AND ASSUMPTION OF
LOAN

      


      


      This
Assignment and Assumption of Loan (this “Assignment”)
is dated as of the 29th day of
October, 2009 (the “Effective
Date”), by JDI ULTIMATE, L.L.C., a
Delaware limited liability company, having an address at 852 N. Elston Avenue,
Chicago, Illinois 60622 (“Assignor”),
for the benefit of ULTIMATE
RESORT HOLDINGS, LLC,  a Delaware limited liability company,
having an address at 3501 W. Vine Street, Suite 225, Kissimmee, Florida 34741
(“Assignee”).

       

      Assignor
is the holder of a certain loan in the original principal amount of $10,000,000
(the “Loan”)
made in favor of each of the entities listed on Schedule A attached
hereto (individually and
collectively the “Borrowers”),
pursuant to that certain Second Mortgage Note dated April 30, 2007 (as amended
and in effect from time to time, the “Note
Agreement”); the Loan is guaranteed and secured by, among other things,
the guarantees and security instruments listed on Schedule B attached hereto
(collectively, together with the Note Agreement and all other documents,
instruments and agreements from time to time executed in connection therewith,
the “Note
Documents”).

       

      Assignor
desires to sell, transfer and convey all of its rights, title and interests in
and to the Loan, the Note Agreement, and the other Note Documents to Assignee,
and Assignee desires to purchase all of Assignor’s rights, title and interests
in and to the Loan, the Note Agreement and all other Note Documents, subject to
Participant’s retention of an economic interest in the Loan on the terms set
forth in the Participation Agreement executed by the parties concurrently with
this Assignment in the form attached hereto as Exhibit C (the “Participation
Agreement”).

       

      NOW,
THEREFORE in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor and Assignee agree as follows:

       

      1.           Subject
to the terms and conditions of this Assignment and in exchange for the
Transferred Interests (defined below) to be assigned by Assignee to Assignor,
Assignor agrees to sell, and Assignee agrees to purchase, the Loan, subject to
the terms, provisions and conditions set forth in this Assignment.

       

      2.           As
of the date hereof, Assignor hereby irrevocably and absolutely assigns, sells
and transfers, without recourse, to Assignee, free and clear of any and all
liens, encumbrances, pledges, claims, charges, equities, agreements, options or
other restrictions of any kind, nature or description whatsoever (other than the
restrictions contained in the Subordination Agreement and Intercreditor
Agreement (as defined in the Note Agreement), all of Assignor’s right, title and
interest in and to the Loan and the Note Documents subject to Assignor’s
retention of its Participation Interest (as such term is defined in the
Participation Agreement), and Assignee hereby agrees to and accepts same and
assumes and agrees to discharge all of the obligations, responsibilities and
liabilities of Assignor under the Note Documents as the holder of the Loan
arising and/or accruing from and after the Effective Date.  This
assignment is subject to the terms of a certain Letter Agreement dated same date
herewith between, among others, Assignor and Assignee (the “Letter
Agreement”).

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      3.           In
consideration of such assignment, Assignee shall execute and deliver to Assignor
that certain Assignment of Units (the “Assignment
of Units”) in Ultimate Escapes Holdings, LLC, a Delaware limited
liability company (“UEH”), assigning and transferring Assignee’s right, title,
and interest to  Units (as such term is defined in the Amended and
Restated Operating Agreement of UEH (the “Operating Agreement”)) in UEH as set
forth in Schedule I to the Operating Agreement (the “Transferred
Interests”) together with all rights of a member contained
therein.

       

      4.           Upon
Assignor’s receipt of the Transferred Interests and amounts due under that
certain Letter Agreement dated October 28, 2009, by and between Assignor,
Assignee, UEH and Ultimate Resort, LLC, Assignor shall have no further right,
title, or interest in the Loan or the Note Documents, and no further right to
any payments thereunder, including, but not limited to, accrued interest in
respect of the Loan.  Assignor hereby authorizes Assignee to cause the
filing of such UCC-3 amendment documents, mortgage assignments and other
documents reasonably determined by Assignor as necessary to evidence the
assignment of the Loan, the Note Documents and all collateral therefor to
Assignee.

       

      5.           The
effectiveness of this Assignment is subject to the following conditions
precedent:

       

      5.1           Conditions to Assignee’s
Obligations.

       

      (a)           Assignor
shall have delivered this Assignment properly executed to Assignee;

       

      (b)           Assignor
shall have delivered to Assignee the original Note Agreement and all originals
of the other Note Documents in Assignor’s possession, including, without
limitation, all title policies relating to any mortgages securing the
Loan;

       

      (c)           Assignor
shall have delivered to Assignee an allonge to the Note Agreement, in the form
attached hereto as Exhibit
A, endorsing the Note Agreement to Assignee;

       

      (d)           Assignor
shall have delivered to Assignee a release, in the form attached hereto as Exhibit B, releasing Assignee
from its obligations as a borrower pursuant to the Note Agreement and Note
Documents.

       

      5.2           Conditions to Assignor’s
Obligations.

       

      (a)           Assignee
shall have delivered this Assignment properly executed to Assignor;

       

      (b)           Assignee
shall have delivered the Assignment of Units properly executed to the Assignor;
and

       

      (c)           Assignee
shall have paid to Assignor all amounts required to be paid under the letter
agreement referred to in Section 4 above.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

         

      

      6.           Assignee
hereby represents, warrants and covenants, to Assignor that:

       

      6.1           Authorization; Enforcement;
Validity.  Assignee is a validly existing limited liability
company and has the requisite power and authority to execute and deliver this
Assignment, the Assignment of Units, and all other documents, instruments and
agreements contemplated hereby (collectively, the “Transaction
Documents”), and to perform in accordance herewith and therewith; the
execution, delivery and performance of this Assignment and the other Transaction
Documents (including all instruments of transfer to be delivered pursuant to
this Assignment) by it and the consummation of the transactions contemplated
hereby have been duly and validly authorized by all requisite action; this
Assignment and the other Transaction Documents evidences its valid, binding and
enforceable obligation except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditor’s rights generally and by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law); and
all requisite company action has been taken by it to make this Assignment valid
and binding upon it in accordance with its terms.

       

      6.2           No
Brokers.  Assignee has had no dealings, negotiations or
consultations with any broker, salesman, finder, or other intermediary to whom
compensation is due by Assignor in connection with the transaction contemplated
by this Assignment.

       

      6.3           Compliance With Other
Documents. The execution and delivery of this Assignment and the other
Transaction Documents by Assignee do not, and consummation of the transactions
and performance of this Assignment and such other Transaction Documents will
not, result in (a) a violation of or a conflict with any provision of the
formation or governing documents of Assignee, (b) a violation of any statute,
rule, regulation, ordinance, order, judgment, writ, injunction, or decree to
which Assignee or its assets are subject or bound, or (c) a violation of or a
conflict with any of the terms, covenants, conditions or provisions of, or
constitute a default in respect of, any agreement, contract or instrument to
which Assignee is a party or by which any of Assignee’s properties or assets is
bound or to which any of them may be subject.

       

      7.           Assignor
hereby represents and warrants to Assignee that:

       

      7.1           Authorization.  Assignor
is a validly existing limited liability company and has the requisite power and
authority to execute and deliver this Assignment and the other Transaction
Documents and to perform in accordance herewith and therewith; the execution,
delivery and performance of this Assignment and such other Transaction Documents
(including all instruments of transfer to be delivered pursuant to this
Assignment) by Assignor and the consummation of the transactions contemplated
hereby have been duly and validly authorized; this Assignment and the other
Transaction Documents evidences the valid, binding and enforceable obligation of
Assignor except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law); and all
requisite company action has been taken by Assignor to make this Assignment and
the other Transaction Documents valid and binding upon such Assignor in
accordance with its terms.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

         

      

      7.2           Title.  Assignor
owns the Loan.  The Loan, and the other Note Documents have not been
assigned or pledged by Assignor and are subject to no participation interests,
and Assignor has full right and authority, subject to no interest of, or
agreement with, any other party, to sell and assign the same pursuant to this
Assignment and the other Transaction Documents (subject to compliance with the
terms of the Subordination Agreement and Intercreditor Agreement).  No
liens, mortgages, security interests, encumbrances or charges of any kind exist
upon or with respect to the Loan or any interest therein or any Loan Document
(other than the restrictions set forth in the Subordination Agreement and
Intercreditor Agreement), and upon delivery and payment for the Loan, Assignee
will acquire title to the Loan, free and clear of any lien, mortgage, security
interest or other encumbrance (other than the restrictions set forth in the
Subordination Agreement).  Assignor has not used the Loan, or any
interest therein, or any Loan Document as security or collateral or otherwise
encumbered the Loan or any Loan Document and has not previously transferred the
Loan or any interest therein to any person or entity.

       

      7.3           Approvals.  No
approval, consent or authorization of the transactions contemplated by this
Assignment and the other Transaction Documents from any Person or governmental
agency is required which has not been obtained as of the Effective Date except
as may be required by CapitalSource Finance, LLC.  No filing with any
governmental agency is required to be made in connection with the transactions
contemplated by this Assignment which has not been made as of the Effective
Date.

       

      7.4           Compliance With Other
Documents. The execution and delivery of this Assignment and the other
Transaction Documents do not, and consummation of the transactions and
performance of this Assignment and the other Transaction Documents will not,
result in (a) a violation of or a conflict with any provision of the formation
or governing documents of Assignor, (b) a violation of any statute, rule,
regulation, ordinance, order, judgment, writ, injunction, or decree to which
Assignor or its assets are subject or bound, or (c) a violation of or a conflict
with any of the terms, covenants, conditions or provisions of, or constitute a
default in respect of, any agreement, contract or instrument to which Assignor
is a party or by which any of Assignor’s properties or assets is bound or to
which any of them may be subject except for the Intercreditor Agreement and
Subordination Agreement.

       

      7.5           Transfer.  Assignor
will take all steps reasonably requested by Assignee to effect transfer of the
Loan and any Note Document in Assignee’s name, including, without limitation,
the execution and delivery of any assignments of mortgage or deed of trust in
recordable form required by the Assignee in order to effectuate the assignment
of the mortgages referenced on Schedule B attached hereto at Assignee’s
cost.

       

      7.6           No
Brokers.  Assignor has had no dealings, negotiations or
consultations with any broker, salesman, finder, or other intermediary to whom
compensation is due by Assignee in connection with the transaction contemplated
by this Assignment and the other Transaction Documents.

       

      7.7           Loan
Balance.  As of the Effective Date, pursuant to the terms and
conditions of the Note Documents, the aggregate outstanding balance of the Loan
is as follows:

       

      
        
          	
                  Principal

                	
                  $10,000,000

                
	 	 
	
                  Accrued
      interest

                	
                  $297,222.22

                
	 	 
	
                  Per
      diem

                	
                  $1,388.89

                
	 	 
	
                  Fees,
      expenses and other amounts

                	
                  $0.00

                


        

      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      7.8           AS IS, WHERE
IS.  EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 7, ASSIGNOR
MAKES NO OTHER REPRESENTATIONS OR WARRANTIES REGARDING THE LOAN, NOTE OR NOTE
DOCUMENTS, EACH AND ALL BEING “AS IS” “WHERE IS” INCLUDING WITHOUT LIMITATION AN
EXPLCIIT DISCLAIMER REGARDING ANY COLLECTIBILITY THEREOF.

       

      8.           Assignor
agrees to execute and deliver to Assignee such other documents as may be
reasonably necessary in order to effectuate the transactions contemplated
hereby.

       

      8.1           Notices.  All
notices, demands, requests, consents, approvals and other communications (any of
the foregoing, a “Notice”) required,
permitted, or desired to be given hereunder shall be in writing sent by telefax
(confirmed by sender with recipient) or by registered or certified mail, postage
prepaid, return receipt requested or delivered by hand or reputable overnight
courier addressed to the party to be so notified at its address hereinafter set
forth, or to such other address as such party may hereafter.  Any
Notice shall be deemed to have been received:  (a) three (3) days
after the date such Notice is mailed, (b) on the date of sending by telefax if
sent during business hours on a Business Day (otherwise on the next Business
Day), (c) on the date of delivery by hand if delivered during business hours on
a Business Day (otherwise on the next Business Day), and (d) on the next
Business Day if sent by an overnight commercial courier, in each case addressed
to the parties as follows:

       

      
        	
                 
      

              	
                If
      to Assignor:

              	
                JDI
      Ultimate, L.L.C.

              


      

      852 N.
Elston Avenue

      Chicago,
Illinois  60622

      Attn:   Mr.
Jeff Aeder

      Fax:  (312)
433-0555

         

      
        	
                 
      

              	
                with
      a copy to:

              	
                Fredric
      D. Tannenbaum, Esq.

              


      

      Gould
& Ratner LLP

      222 N.
LaSalle Street

      Suite
800

      Chicago,
Illinois 60601

      Fax:
312-236-3241

       

      
        	
                 
      

              	
                If
      to Assignee:

              	
                c/o
      Ultimate Resort Holdings, LLC

              


      

      
        	
                 
      

              	
                3501
      W. Vine Street

              


      

      
        	
                 
      

              	
                Suite
      225

              


      

      
        	
                 
      

              	
                Kissimmee,
      Florida  34741

              


      

      
        	
                 
      

              	
                Attention:  James
      M. Tousignant

              


      

      Fax:
________________

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

         

      

      
        	
                 
      

              	
                with
      a copy to:

              	
                Greenberg
      Traurig, LLP

              


      

      
        	
                 
      

              	
                One
      International Place

              


      

      
        	
                 
      

              	
                Boston,
      Massachusetts  20110

              


      

      
        	
                 
      

              	
                Attention:  Jeffrey
      M. Wolf, Esq.

              


      

      
        	
                 
      

              	
                Fax:
      617-897-0911

              


      

       

      9.           The
terms and provisions of this Assignment shall inure to the benefit of, and shall
be binding upon, the successors and assigns of the parties hereto.

       

      10.           This
Assignment shall be construed and enforced according to the laws of the State of
New York.

       

      11.           This
Agreement may be executed by facsimile or other electronic transmission and in
one or more counterparts, each of which shall be deemed an original and all of
which together will constitute one and the same instrument.

       

      [SIGNATURE
COUNTERPARTS FOLLOW ON SUBSEQUENT PAGE]

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      IN
WITNESS WHEREOF, Assignor and Assignee have caused these presents to be duly
executed as of the day and year first above written.

       

       

      
        
          	 	
                  ASSIGNOR:

                   

                  JDI ULTIMATE,
      L.L.C.,

                  a
      Delaware limited liablity company

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      Jeffrey Aeder	 
	 	 	Name:
      Jeffrey Aeder	 
	 	 	Title:
      Manager	 
	 	 	 	 


        

      

       

      


      
        	 	
                ASSIGNEE:

                 

                ULTIMATE RESORT
      HOLDINGS, LLC

                a
      Delaware limited liability company

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      James Tousignant	 
	 	 	Name:
      James Tousignant	 
	 	 	Title:
      President and CEO	 
	 	 	 	 


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Schedule
A

      


      


      Borrowers

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Schedule
B

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Exhibit
A

      


      


      Form of
Allonge

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      Exhibit
B

      


      Form of
Release