EXHIBIT 10.1

                           DECLARATION OF CONDOMINIUM
                                       OF
            FORTUNE HOUSE - FORT LAUDERDALE BEACH CONDOMINIUM HOTEL,
                                  A CONDOMINIUM

                                ----------------

         TERREMARK FORTUNE HOUSE #2, LTD., a Florida limited partnership
(hereinafter called the "Developer") does hereby declare as follows:

1.       Introduction and Submission.

         1.1  The Land. The Developer owns the fee title to certain land located
              in Broward County, Florida, as more particularly described in
              Exhibit "A-1".

         1.2  Submission Statement. The Developer hereby submits the Land
              and all improvements erected or to be erected thereon, all
              rights and appurtenances belonging thereto, and all other
              property, real, personal or mixed, now or hereafter situated
              on or within the Land - but excluding all public and private
              (e.g., cable television) utility installations therein or
              thereon - to the condominium form of ownership and use in the
              manner provided for in the Florida Condominium Act as it
              exists on the date hereof. Without limiting any of the
              foregoing, no property, real, personal or mixed, not located
              within or upon the Land shall for any purposes be deemed part
              of the Condominium or be subject to the jurisdiction of the
              Association, the operation and effect of the Florida
              Condominium Act or any rules or regulations promulgated
              pursuant thereto.

         1.3  Name. The name by which this Condominium is to be identified
              is FORTUNE HOUSE - FORT LAUDERDALE BEACH CONDOMINIUM HOTEL
              (the "Condominium").

2.       Definitions.  The following terms when used in this Declaration and in
         its exhibits, and as it and they may hereafter be amended, shall have
         the respective meanings ascribed to them in this Section, except
         where the context clearly indicates a different meaning:

         2.1  "Act" means the Condominium Act (Chapter 718 of the Florida
              Statutes) as it exists on the date hereof and as amended from
              time to time.

         2.2  "Articles" or "Articles of Incorporation" mean the Articles of
              Incorporation of the Association, as amended from time to time.

         2.3  "Assessment" means a share of the funds which are required for
              the payment of Common Expenses which from time to time is
              assessed against the Unit Owner.

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EXHIBIT 10.1

         2.4  "Association" or "Condominium Association" means Fortune House -
              Fort Lauderdale Beach Condominium Association, Inc., a Florida
              not for profit corporation.

         2.5  "Association Property" means the property, real and personal,
              in which title and ownership is vested in the Association for
              the use and benefit of its members.

         2.6  "Board" or "Board of Directors" means the representative body
              which is responsible for administration of the Association.

         2.7  "Building"  means the  structure situated on the Condominium
               Property in which the Units and the Common Elements are located.

         2.8  "Bylaws" mean the bylaws of the Association, as amended from time
              to time.

         2.9  "Common Elements" means and includes: The portions of the
              Condominium Property which are not included in the Units,
              including, without limitation, the following items:

               (a)  Easements through Units for conduits, pipes, ducts,
                    vents, plumbing, wiring and other facilities,
                    equipment and/or fixtures for the furnishing of
                    Utility Services and/or heating, cooling, ventilation
                    or other services to more than one (1) Unit or to the
                    Common Elements;

               (b)  An easement of support in every portion of a Unit which
                    contributes to the support of the Building, other Units
                    and/or any part of the Common Elements;

               (c)  The property and installations required for the furnishings
                    of utilities and other services to more than one Unit or to
                    the Common Elements; and

               (d)  Any other parts of the Condominium Property designated as
                    Common Elements in this Declaration or the Act.

         2.10  "Commercial Unit" means and refers to Unit C-1 (A1A retail),
               Unit C-2 (A1A Restaurant), Unit C-3 (lobby, meeting area,
               kitchen, etc.) and Unit C-4 (Veramar Retail), as identified on
               Exhibit "A-2", and any and all additional units which are
               created from a subdivision of Units C-1, C-2, C-3, or C-4 as
               provided in Sections 6.6 and 9 hereof. Commercial Unit are
               designed and intended to be used for any purpose permitted by
               applicable zoning ordinances. References to "Units" or
               "Parcels" shall include the Commercial Units unless the
               context would prohibit or it is otherwise expressly provided.

         2.11  "Commercial Unit Owner" means the legal title owner of a
               Condominium Parcel which includes a Commercial Unit.

         2.12  "Common Expenses" means all expenses and assessments properly
               incurred by the Association, including, but not limited to: (1)
               expenses declared Common

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EXHIBIT 10.1

               Expenses by the provisions of this Declaration or by the Bylaws
               or by the Act; (2) any valid charge against the Condominium as a
               whole; and (3) the costs of carrying out the powers and duties of
               the Association. Common expenses include insurance for directors
               and officers, and other expenses which are reasonably related to
               the general benefit of the Unit Owners even if such expenses do
               not attach to the Common Elements or property of the Condominium,
               and the cost of any master antenna television system or duly
               franchised cable television service obtained pursuant to a bulk
               contract.

         2.13  "Common Surplus" means the excess of all receipts of the
               Association collected on behalf of the Association (including,
               but not limited to, Assessments, rents, profits and revenues on
               account of the Common Elements) over the amount of Common
               Expenses.

         2.14  "Condominium Parcel" means a Unit together with the undivided
               share in the Common Elements which is appurtenant to said Unit.

         2.15  "Condominium Property" means the Land, Building and any personal
               property which are subject to condominium ownership, whether or
               not contiguous, and all improvements thereon and all easements
               and rights appurtenant thereto intended for use in connection
               with the Condominium.

         2.16  "County" means the County of Broward, State of Florida.

         2.17  "Declaration" or "Declaration of Condominium" means this
               instrument, as it may be amended from time to time.

         2.18  "Developer" means Terremark Fortune House #2, Ltd., a Florida
               limited partnership, its successors and such of its assigns as to
               which the rights of Developer hereunder are specifically
               assigned. Developer may assign all or a portion of its rights
               hereunder, or all or a portion of such rights in connection with
               specific portions of the Condominium Property. In the event of
               any partial assignment, the assignee shall not be deemed the
               Developer, but may exercise such rights of Developer as are
               specifically assigned to it. Any such assignment may be made on a
               non-exclusive basis.

         2.19  "Institutional First Mortgagee" means a bank, savings and loan
               association, insurance company, real estate or mortgage
               investment trust, pension fund, agency of the United States
               Government, mortgage banker, the Federal National Mortgage
               Association ("FNMA"), the Federal Home Loan Mortgage Corporation
               ("FHLMC") or any other lender generally recognized as an
               institutional lender, or the Developer, holding a first mortgage
               on a Unit or Units. A "Majority of Institutional First
               Mortgagees" shall mean and refer to Institutional First
               Mortgagees of Units by which greater than one-half (1/2) of the
               voting interests of Units subject to mortgages held by
               Institutional First Mortgagees are encumbered.

         2.20  "Land" means the real property described in Exhibit "A-1" upon
               which the improvements have been constructed.

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EXHIBIT 10.1

         2.21  "Primary Institutional First Mortgagee" means the Institutional
               First Mortgagee which owns, at the relevant time, Unit mortgages
               securing a greater aggregate indebtedness than is owed to any
               other Institutional First Mortgagee.

         2.22  "Rental Pool Agreement" means that agreement entitled Fortune
               House - Fort Lauderdale Beach Condominium Hotel Operating and
               Rental Pool Agreement and executed by the Developer, the
               Residential Unit Owners, and Terremark Hospitality Services,
               Inc., a Florida corporation ("Manager") for the maintenance and
               operation of the Condominium as a hotel.

         2.23  "Residential Unit " means a Unit intended for transient use.

         2.24  "Residential Unit Owner" or "Owner of a Residential Unit" means
               the legal title owner of a Condominium Parcel which includes a
               Residential Unit.

         2.25  "Unit" means a part of the Condominium Property which is subject
               to exclusive ownership which is either a Residential Unit or a
               Commercial Unit.

         2.26  "Unit Owner" or "Owner of a Unit" or "Owner" means the Owner of a
               Condominium Parcel.

         2.27  "Utility Service" means and is intended to include, but not
               limited to, electric power, gas, telephone, hot and cold water,
               heating, air conditioning ventilation systems, garbage and sewage
               disposal.

3.       Description of Condominium.

         3.1   Identification of Units. The Land has constructed thereon a
               Building containing 278 Residential Units and four Commercial
               Units (which may be further divided as described in Section 6.6).
               Each Residential Unit is identified by a separate numerical
               designation. Each Commercial Unit is identified by a separate
               alpha-numeric designation. The designation of each Unit is set
               forth on Exhibit "A-2" which consists of a survey of the Land, a
               graphic description of the improvements located thereon,
               including, but not limited to, the Building, and a plot plan.
               Exhibit "A-2", together with this Declaration, is sufficient in
               detail to identify the Common Elements and each Unit and their
               relative locations and dimensions. There shall pass with a Unit
               as appurtenances thereto (a) an undivided share in the Common
               Elements and Common Surplus; (b) the exclusive right to use such
               portion of the Common Elements as may be provided in this
               Declaration; (c) an exclusive easement for the use of the
               airspace occupied by the Unit as it exists at any particular time
               and as the Unit may lawfully be altered or reconstructed from
               time to time, provided that an easement in airspace which is
               vacated shall be terminated automatically; (d) membership in the
               Association with the full voting rights appurtenant thereto; and
               (e) other appurtenances as may be provided by this Declaration.

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EXHIBIT 10.1

         3.2   Unit Boundaries.

               (a)   Residential Unit Boundaries. Each Residential Unit shall
                     include that part of the Building containing the
                     Residential Unit that lies within the following boundaries:

                     (i)   Upper and Lower Boundaries. The upper and lower
                           boundaries of the Residential Unit shall be the
                           following boundaries extended to their planar
                           intersections with the perimetrical boundaries:

                           (1)  Upper Boundaries. The horizontal plane of the
                                finished lower surface of the ceiling.

                           (2)  Lower Boundaries. The horizontal plane of the
                                finished upper surface of the floor.

                           (3)  Interior Divisions. No part of the
                                non-structural interior walls shall be
                                considered a boundary of the Residential Unit.

                     (ii)  Perimetrical Boundaries. The perimetrical boundaries
                           of the Residential Unit shall be the vertical planes
                           of the finished interior surfaces of the walls
                           bounding the Residential Unit extended to their
                           planar intersections with each other and with the
                           upper and lower boundaries. Notwithstanding the
                           foregoing, as to any wall shared by a Residential
                           Unit and Unit C-3, the perimetrical boundary of Unit
                           C-3 at such shared wall shall be coextensive with the
                           perimetrical boundary of the adjoining Residential
                           Unit so that the shared wall, and all installations
                           therein shall be a part of Unit C-3 rather than the
                           Common Elements and therefore the perimetrical
                           boundary of Unit C-3 shall extend to the finished
                           interior surface of any walls bounding a Residential
                           Unit.

                     (iii) Apertures. Where there are apertures in any boundary,
                           including but not limited to, windows and doors, such
                           boundaries shall be extended to the interior finished
                           surfaces of such apertures, including all frameworks
                           thereof, provided, however, that the doors facing
                           Unit C-3 shall not be included in the boundaries of a
                           Residential Unit. Notwithstanding anything herein
                           contained to the contrary, all floor, wall and
                           ceiling coverings affixed to any Commercial Unit
                           shall be deemed part of the Commercial Unit.

               (b)   Commercial Unit Boundaries. All Commercial Units other than
                     Unit C-3, shall include that part of the Building
                     containing the Commercial Unit that lies within the
                     following boundaries:

                     (i)   Upper and Lower Boundaries. The upper and lower
                           boundaries of all Commercial Units (other than Unit
                           C-3) shall be the following

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EXHIBIT 10.1

                           boundaries extended to their planar intersection with
                           the perimetrical boundaries:

                           (1)  Upper Boundaries. The horizontal plane of the
                                unfinished lower surface of the structural
                                ceiling.

                           (2)  Lower Boundaries. The horizontal plane of the
                                unfinished upper surface of the floor which
                                will be deemed to be the unfinished surface of
                                the concrete floor.

                     (ii)  Perimetrical Boundaries. The perimetrical boundaries
                           of Commercial Units, other than Unit C-3, shall be
                           the vertical planes of the unfinished interior
                           surfaces of the walls bounding said Commercial Unit
                           extending to their planar intersections with each
                           other and with the upper and lower boundaries.
                           Notwithstanding the foregoing, as to the walls shared
                           by any Commercial Unit with Unit C-3, the
                           perimetrical boundary of Unit C-3 at such shared wall
                           shall be coextensive to the perimetrical boundary of
                           the adjoining Commercial Unit so that the shared
                           wall, and all installations therein shall be a part
                           of Unit C-3 rather than the Common Elements and
                           therefore the perimetrical boundary of Unit C-3 shall
                           extend to the unfinished interior surface of any
                           walls bounding the other Commercial Unit.

                     (iii) Apertures. Where there are apertures in any boundary,
                           including but not limited to, windows and doors, such
                           boundaries shall be extended to include the interior
                           unfinished surfaces of such apertures, including all
                           frameworks thereof, provided, however, that the
                           exteriors of doors facing Unit C-3 shall not be
                           included in the boundaries of any of the other
                           Commercial Units other than Unit C-3.

               (c)   Unit C-3 Boundaries. Notwithstanding anything herein
                     contained, the boundaries for Unit C-3 shall include
                     anything contained within the Condominium Property not
                     within the Residential Units or within any other Commercial
                     Unit, as depicted on Exhibit "A-2", and as described above.

          3.3  Easements. The following easements are hereby created (in
               addition to any easements created under the Act):

               (a)   Support. Each Unit shall have an easement of support and of
                     necessity and shall be subject to an easement of support
                     and necessity in favor of all other Units, the Common
                     Elements, and such other improvements constructed upon the
                     Land.

               (b)   Utility and Other Services: Drainage. Non-exclusive
                     easements are reserved under, through and over the
                     Condominium Property as may be

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EXHIBIT 10.1

                     required from time to time for utility, cable television,
                     communications and security systems, and other services and
                     drainage in order to serve the Building, the Association
                     and/or the Units. A Residential Unit Owner or an Owner of
                     any Commercial Units, other than the Owner of Unit C-3,
                     shall do nothing within or outside their Units that
                     interferes with or impairs, or may interfere with or
                     impair, the provision of such utility, cable television,
                     communications and security systems, or other service or
                     drainage facilities or the use of these easements. The
                     Association shall have an irrevocable right of access to
                     each Residential Unit and/or each Commercial Unit, other
                     than Unit C-3, during reasonable hours when necessary for
                     the maintenance, repair, or replacement of any of the
                     pipes, wires, ducts, vents, cables, conduits and other
                     utility, cable television, communications and security
                     systems, service and drainage facilities which are Common
                     Elements and any other Common Elements contained in the
                     Unit or elsewhere in or around the Condominium Property, or
                     of any portion of a Unit, and to remove any improvements
                     interfering with or impairing such facilities or easements
                     herein reserved; provided such right of access, except in
                     the event of an emergency, shall not unreasonably interfere
                     with the Residential Unit Owner's and/or the Commercial
                     Unit Owner's permitted use of the Residential Unit and/or
                     Commercial Unit, and except in the event of an emergency,
                     entry shall be made on not less than one (1) day's notice
                     (which notice shall not, however, be required if the
                     Residential Unit Owner and/or the Commercial Unit Owner is
                     absent when the giving of notice is attempted).

               (c)   Encroachments. If (a) any portion of the Common Elements
                     encroaches upon any Unit; (b) any Unit encroaches upon any
                     other Unit or upon any portion of the Common Elements; or
                     (c) any encroachment shall hereafter occur as a result of
                     (i) construction of the improvements; (ii) settling or
                     shifting of the improvements; (iii) any alteration or
                     repair to the Common Elements made by or with the consent
                     of the Association or Developer, as appropriate; or (iv)
                     any repair or restoration of the improvements (or any
                     portion thereof) or any Unit after damage by fire or other
                     casualty or any taking by condemnation or eminent domain
                     proceedings of all or any portion of any Unit or the Common
                     Elements, then, in any such event, a valid easement shall
                     exist for such encroachment and for the maintenance of same
                     so long as the improvements shall stand.

               (d)   Ingress and Egress. A non-exclusive easement in favor of
                     each Unit Owner, their guests, lessees and invitees, and
                     for each member of the Association (and its and their
                     guests, tenants and invitees) shall exist for pedestrian
                     traffic over, through and across such portions of Unit C-3
                     as are intended to provide direct pedestrian access to the
                     applicable Residential Unit or the applicable Commercial
                     Unit. Notwithstanding the foregoing, the aforesaid easement
                     over Unit C-3 is limited and solely for use of the named
                     beneficiaries obtaining access to and from their
                     Residential Unit or to and from any Commercial Unit
                     (excluding access to and from Unit C-3)

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EXHIBIT 10.1

                     and shall not be used by Residential Unit Owners or by a
                     Commercial Unit Owner (other than the owner of Unit C-3)
                     for the provision of any services, including, without
                     limitation, any hotel related services including, but not
                     limited to the leasing of Residential Units for hotel
                     purposes, solicitation and/or provisions of housekeeping,
                     personal services (i.e., massage, personal training, dry
                     cleaning, etc.) and/or food and beverage service. Any such
                     services may only be provided by the Owner of Unit C-3.
                     Notwithstanding the foregoing, nothing in Section 3.3(d)
                     shall prohibit the Owner of Unit C-3 from providing
                     non-exclusive ingress and egress easements across Unit C-3
                     to other parties not identified herein including, without
                     limitation, hotel guests. The provisions of this Section
                     3.3(d) may not be amended without an affirmative vote of
                     not less than 66-2/3% of the Residential Units and by not
                     less than 100% of the Commercial Units.

               (e)   Construction; Maintenance. The Owner of Unit C-3 and/or the
                     Developer (including their designees, contractors,
                     successors and assigns) shall have the right, in its (and
                     their) sole discretion from time to time, to enter the
                     Condominium Property and take all action necessary or
                     convenient for the purpose of completing the construction
                     thereof, or any part thereof, on any improvements or Units
                     located or to be located thereon, and for repair,
                     replacement, and maintenance or warranty purposes or where
                     the Owner of Unit C-3 and/or the Developer, in its sole
                     discretion, determines that it is required or desires to do
                     so.

               (f)   Sales Activity. For as long as there are any unsold
                     Residential Units, the Developer, its designees, successors
                     and assigns, shall have the right to use any such
                     Residential Units and parts of the Common Elements for
                     model apartments and sales, leasing, and construction
                     offices, to show model Residential Units and use
                     Residential Units as guest suites, to show Residential
                     Units and the Common Elements to prospective purchasers and
                     tenants of Residential Units, and to erect on the
                     Condominium Property signs and other promotional material
                     to advertise or otherwise market Residential Units for
                     sale, lease, or occupancy.

               (g)   Commercial Unit Owner's Easements. The Owner of Unit C-3
                     (and its agents, employees, contractors and assigns) shall
                     have an easement to enter onto the Condominium Property for
                     the purpose of performing such functions as are permitted
                     or required to be performed by the Owner of Unit C-3 by the
                     Declaration, including, but not limited to, safety and
                     maintenance activities, enforcement of architectural
                     control restrictions, and regulation of parking.
                     Notwithstanding anything herein contained to the contrary,
                     in order to provide for the orderly distribution and
                     regulation of parking facilities within the Condominium
                     Property, to the extent that any portion of the Condominium
                     Property is necessary or desirable (in the sole
                     determination of the Owner of Unit C-3) for maximizing and
                     easing traffic flow on the parking areas located on
                     Condominium Property, then,

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EXHIBIT 10.1

                     all such portions shall be maintained and operated by the
                     Owner of Unit C-3 under this Declaration, and the
                     maintenance, operation and regulation of same shall be
                     vested in the Owner of Unit C-3. An easement for such
                     purposes is hereby granted and reserved to the Owner of
                     Unit C-3 (and its guests, tenants and invitees), and each
                     Owner, by acceptance of a deed or other conveyance of a
                     Unit, shall be deemed to have agreed to the grant and
                     reservation of easements herein described and the rights
                     herein vested in the Owner of Unit C-3. The Owner of Unit
                     C-3 shall have the option to contract or assign any of its
                     rights under this easement to third parties who will be
                     contracted to provide services to the Unit Owners as
                     designated by this easement. Additionally, there is hereby
                     reserved and granted to the Owner of Unit C-3 an easement
                     to enter onto any portion of the Condominium Property for
                     the purpose of installing and maintaining hotel amenities
                     (including on-command videos, mini bar services, etc.)
                     which the Owner of Unit C-3 deems to be necessary or
                     desirable in connection with the operation of the
                     Condominium Property as a hotel.

               (h)   Support of Adjacent Structures. In the event that any
                     structure(s) is constructed so as to be connected in any
                     manner to the Building and/or any improvements constructed
                     upon the Land, then there shall be (and there is hereby
                     declared) an easement of support for such structure(s) as
                     well as for the installation, maintenance, repair and
                     replacement of all utility lines and equipment serving the
                     adjoining structures which are necessarily or conveniently
                     located within the Condominium Property, the Association
                     Property and/or the Land. All easements and rights provided
                     for in the Declaration in favor of the Association, its
                     respective members and/or the Commercial Unit Owners and/or
                     the Declarant thereunder, are hereby granted to said
                     Association and their respective members, the Commercial
                     Unit Owners, and the respective Declarants, and its and
                     their assignees, designees and nominees.

               (i)   Warranty. For as long as Developer remains liable under any
                     warranty, whether statutory, express or implied, for act or
                     omission of Developer in the development, construction,
                     sale and marketing of the Condominium, then Developer and
                     its contractors, agents and designees shall have the right,
                     in Developer's sole discretion and from time to time, to
                     enter the Common Elements for the purpose of making any
                     necessary inspections, tests, repairs, improvements and/or
                     replacements required for the Developer to fulfill any of
                     its warranty obligations. Failure of the Association or any
                     Unit Owner to grant such access may result in the
                     appropriate warranty being nullified and of no further
                     force or effect. Nothing herein shall be deemed or
                     construed as the Developer making or offering any warranty,
                     all of which are disclaimed (except to the extent same may
                     not be) as set forth in Section 23.15 below.

               (j)   Additional Easements. The Owner of Unit C-3 shall have the
                     right to grant such additional general ("blanket") and
                     specific electric, gas or other

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EXHIBIT 10.1

                     utility, cable television, security systems, communications
                     or service easements (and appropriate bills of sale for
                     equipment, conduits, pipes, lines and similar installations
                     pertaining thereto), or relocate any such existing
                     easements or drainage facilities, on any portion of Unit
                     C-3, and to grant access easements or relocate any existing
                     access easements in any portion of Unit C-3, as the Owner
                     of Unit C-3 shall deem necessary or desirable for the
                     proper operation and maintenance of the improvements, or
                     any portion thereof, or for the general health or welfare
                     of the Unit Owners, or for the purpose of carrying out any
                     provisions of this Declaration, provided that such
                     easements or the relocation of existing easements will not
                     prevent or unreasonably interfere with the reasonable use
                     of the Units for the purposes permitted by this
                     Declaration.

               (k)   Easement For Services. The Developer, Residential Unit
                     Owners, and Owners of Commercial Units and their respective
                     agents, employees, nominees, lessees, invitees, grantees,
                     successors and assigns shall have a non-exclusive easement
                     for access and use of all the Common Elements and of all of
                     the property owned by Unit C-3, including but not limited
                     to those customarily used for pedestrian and vehicular
                     traffic and also including driveways, parking ramps,
                     walkways, lobby areas, elevators, halls and corridors,
                     janitorial closets, mechanical/electrical rooms, trash
                     rooms, and storage rooms for the purpose of using or
                     obtaining access to the Units or providing service to the
                     Units such as cleaning, janitorial and maid services, and
                     all other services which may be contracted for by any Unit
                     Owner or Developer.

     4.   Restraint Upon Separation and Partition of Common Elements. The
          undivided share in the Common Elements and Common Surplus which is
          appurtenant to a Unit shall not be separated therefrom and shall pass
          with the title to the Unit, whether or not separately described. The
          appurtenant share in the Common Elements and Common Surplus, except as
          elsewhere herein provided to the contrary, cannot be conveyed or
          encumbered except together with the Unit. The respective shares in the
          Common Elements appurtenant to Units shall remain undivided, and no
          action for partition of the Common Elements, the Condominium Property,
          or any part thereof, shall lie, except as provided herein with respect
          to termination of the Condominium.

     5.   Ownership of Common Elements and Common Surplus and Share of Common
          Expenses; Voting Rights.

          5.1  Fractional Ownership and Shares. The undivided fractional
               interest in the Common Elements and Common Surplus, and the
               fractional share of the Common Expenses, appurtenant to each
               Unit, is set forth in Exhibit "A-3" attached hereto and made a
               part hereof.

          5.2  Voting. Each Unit shall be entitled to one (1) vote to be cast by
               the Owner thereof in accordance with the provisions of the
               respective Bylaws and Articles of

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EXHIBIT 10.1

               Incorporation of the Association. Each Unit Owner shall be a
               member of the Association.

     6.   Amendments. Except as elsewhere provided herein, amendments may be
          effected as follows:

          6.1  By the Association. Notice of the subject matter of a proposed
               amendment shall be included in the notice of any meeting at which
               a proposed amendment is to be considered. A resolution for the
               adoption of a proposed amendment may be proposed either by a
               majority of the Board of Directors of the Association or by not
               less than one-third (1/3) of the Unit Owners of the Association.
               Directors and members not present in person or by proxy at the
               meeting considering the amendment may express their approval in
               writing, provided that such approval is delivered to the
               secretary at or prior to the meeting. Except as elsewhere
               provided, approvals must be by affirmative vote by (a) not less
               than 66-2/3% of the Residential Unit Owners, and by not less than
               100% of the Commercial Unit Owners, and by not less than 66-2/3%
               of the Board of Directors of the Association; or (b) Residential
               Unit Owners in excess of 66-2/3% of the Residential Unit Owners
               and not less than 100% of the Commercial Unit Owners.

          6.2  Amendments Prior to Turnover. During the period of Developer
               control, the Declaration, Articles of Incorporation or the Bylaws
               of the Association may be amended to correct an omission or
               error, or to effect any other amendment by obtaining approval of
               a majority of the voting interests of the Board of Directors of
               the Association except that this procedure for amendment may not
               be used if such an amendment would materially and adversely
               affect substantial property rights of the Unit Owner, unless the
               affected Unit Owner consent in writing.

          6.3  Execution and Recording. An amendment, other than amendments made
               by the Developer alone pursuant to the Act or this Declaration,
               shall be evidenced by a certificate of the Association, executed
               either by the President of the Association or a majority of the
               members of the Board of Directors, which shall include recording
               data identifying the Declaration and shall be executed with the
               same formalities required for the execution of a deed. Amendments
               by the Developer must be evidenced by a similar certificate
               executed by the Developer alone. An amendment of the Declaration
               is effective when the applicable certificate is properly recorded
               in the public records of the County.

          6.4  Proviso. Except as otherwise provided for in this Declaration, no
               amendment shall change the configuration or size of any Unit in
               any material fashion, materially alter or modify the
               appurtenances to any Unit or change the proportion or percentage
               by which the Owner of a Unit shares the Common Expenses and owns
               the Common Elements and Common Surplus, unless the record
               Owner(s) thereof, and all record owners of mortgages or other
               liens thereon, shall join in the execution of the amendment and
               unless a majority of all the record Owners of all other Units
               approve the amendment. No amendment may be adopted which would
               eliminate, modify, prejudice, abridge or otherwise adversely
               affect any rights,

                                       11

<PAGE>
EXHIBIT 10.1

               benefits, privileges or priorities granted or reserved to the
               Developer or mortgagees of Units without the consent of said
               Developer and mortgagees in each instance; nor shall an amendment
               make any change in the sections hereof entitled "Insurance",
               "Reconstruction or Repair after Casualty" or "Condemnation"
               unless the Primary Institutional First Mortgagee shall join in
               the amendment. Furthermore, no amendment may be made to Sections
               3.3(g), 17.1(a), 17.1(b) or 25 without the consent of its Owner
               of Unit C-3. The provisions of Sections 6.4, 6.5, 3.3(k) and
               23.15 may not be amended in any manner.

               No provision of this Declaration shall be revised or amended by
               reference to its title or number only. Proposals to amend
               existing provisions of this Declaration shall contain the full
               text of the provision to be amended; new words shall be inserted
               and the text underlined; and words to be deleted shall be lined
               through with hyphens. However, if the proposed change is so
               extensive that this procedure would hinder, rather than assist,
               the understanding of the proposed amendment, it is not necessary
               to use underlining and hyphens as indicators of words added or
               deleted, but, instead, a notation must be inserted immediately
               preceding the proposed amendment in substantially the following
               language: "Substantial rewording of Declaration. See provision
               ... for present text." Non-material errors or omissions in the
               amendment process shall not invalidate an otherwise properly
               promulgated amendment.

          6.5  Certain Amendments Requiring Approval. Notwithstanding the
               foregoing, the approvals of the affirmative vote of Unit Owners
               of at least 67% of Units and of 51% percent of Institutional
               First Mortgagees that encumber Units shall be required with
               regard to amendments with respect to:

               (a)  increases in assessments that raise the previously assessed
                    amount by more than 25%, assessment liens, or the priority
                    of assessment liens;

               (b)  reductions in reserves for maintenance, repair, and
                    replacement of Common Elements (except that the Developer,
                    prior to turnover of control of the Association may vote to
                    waive reserves in accordance with the provisions of Section
                    9.1(a) of the Bylaws of the Association in which event the
                    consent of the required percentage of Unit Owner and
                    Institutional First Mortgagees as set forth in this Section
                    6.5 shall not be required);

               (c)  reallocation of interests in the Common Elements or rights
                    to their use;

               (d)  redefinition of any Residential Unit boundaries;

               (e)  convertibility of Units into Common Elements or vice versa;

               (f)  hazard or fidelity insurance requirements;

                                       12
<PAGE>
EXHIBIT 10.1

               (g)  a decision by the Association to establish self management
                    if professional management had been required previously to
                    make the condominium eligible for FNMA-approved financing;
                    or

               (h)  any provisions that expressly benefit mortgage holders,
                    insurers, or guarantors.

               The approval of such Institutional First Mortgagees shall not be
          unreasonably withheld.

          6.6  Subdivision of Commercial Units. So long as the Developer is the
               owner of all Commercial Units, it reserves the right, at any
               time, to subdivide the Commercial Units in order to create
               additional Commercial Units. In order to effect such a result the
               Developer shall have the right to amend this Declaration. Any
               such amendment shall identify the new Commercial Units and shall
               allocate to them a pro-rata share of the undivided share of
               Commercial Elements and Common Surplus previously allocated to
               the Commercial Unit which is being subdivided.

     7.   Repairs and Maintenance.

          7.1  Hurricane Shutters. Hurricane shutters are part of Unit C-3. The
               cost of maintenance, repair and replacement of the hurricane
               shutters shall be the sole responsibility of the Owner of Unit
               C-3 which also includes the cost and expense of removal and/or
               reinstallation by the Owner of Unit C-3 of the hurricane
               shutter(s) if necessary or required in order for the Owner of
               Unit C-3 to maintain, repair, replace or protect Unit C-3 or
               Condominium Property. In the event the Owner of Unit C-3 installs
               hurricane shutters, the cost of the hurricane shutters including
               the cost of installation thereof shall be borne by the Owner of
               Unit C-3. The Owner of Unit C-3 installing a hurricane shutter
               shall hold harmless and indemnify the Association and all other
               Unit Owners for all damages, expenses, court costs and attorneys'
               fees incurred by the Association and/or all other Unit Owners for
               repairing any damage to the Building or Common Elements as a
               result of such installation. All hurricane shutters shall be
               approved by the Owner of Unit C-3 and shall in all respects
               comply with the requirements of the South Florida Building Code,
               as amended, and any other applicable laws, ordinances, rules or
               regulations of any governmental body having jurisdiction over
               same. All references to hurricane shutters in this Declaration of
               Condominium shall refer to any shutters which are installed by
               the Owner of Unit C-3 to protect the Units from damage as a
               result of a hurricane, storm or other casualty or are installed
               by the Developer in his sole and absolute discretion.
               Notwithstanding the foregoing if there is any law, rule or
               regulation requiring the installation of hurricane shutters, the
               Owner of Unit C-3 shall install said hurricane shutters at its
               expense in accordance with the requirements of all applicable
               laws, codes, rules and regulations.

          7.2  Units. All maintenance, repairs and replacements of, in or to any
               Unit, whether structural or nonstructural, ordinary or
               extraordinary, foreseen or unforeseen,

                                       13

<PAGE>
EXHIBIT 10.1

               including, without limitation, maintenance, repair and
               replacement of windows, window coverings, interior nonstructural
               walls, the interior side of the entrance door and all other doors
               within or affording access to a Unit, and the electrical
               (including wiring), plumbing (including fixtures and
               connections), heating and air-conditioning equipment, fixtures
               and outlets, appliances, carpets and other floor coverings, all
               interior surfaces and the entire interior of the Unit lying
               within the boundaries of the Unit or other property belonging to
               the Unit Owner, shall be performed by the Owner of Unit C-3, in
               accordance with the terms and conditions of the Rental Pool
               Agreement (as applicable), except as otherwise expressly provided
               to the contrary herein.

          7.3  Common Elements and Association Property. Except to the extent
               (i) expressly provided to the contrary herein, or (ii) proceeds
               of insurance are made available therefor, all maintenance,
               repairs and replacements in or to the Common Elements and
               Association Property shall be performed by the Association and
               the cost and expense thereof shall be charged to all Unit Owners
               as a Common Expense, except to the extent arising from or
               necessitated by the negligence, misuse or neglect of specific
               Unit Owner, in which case such cost and expense shall be paid
               solely by such Unit Owner.

          7.4  Unit C-3. The Owner of Unit C-3, from time to time, shall be
               responsible for the repair, replacement, improvement,
               maintenance, management, operation, and insurance of the Unit
               C-3, which shall be performed in a commercially reasonable manner
               in the sole determination of the Owner of the Unit C-3.

          7.5  Specific Unit Owner Responsibility. The obligation to maintain
               and repair any equipment and fixtures or other items of personal
               property which are contained within a particular Unit or Units
               shall be the responsibility of the Owner of Unit C-3 pursuant to
               the terms of the Rental Pool Agreement, without regard to whether
               such items are included within the boundaries of the Unit.

     8.   Additions, Alterations or Improvements by Unit Owner.

          8.1  Consents and Permits. No Unit Owner shall make any addition,
               alteration or improvement in or to the Common Elements, a
               Residential Unit, or to any part of Unit C-3, which is adjacent
               to a Unit (except as set forth in Section 25 hereof), including
               but not limited to, the installation of window boxes, screens,
               sliding glass doors, enclosure of balcony, awnings, hot tubs,
               trellises, or any other change to the physical appearance of the
               Building or balconies, terraces and patio areas without the prior
               written consent of the Board of Directors (regarding alterations
               to the Common Elements only) and the prior written consent of the
               Owner of Unit C-3. The Board, where applicable, and the Owner of
               Unit C-3 shall have the obligation to answer, in writing, any
               written request by a Unit Owner for approval of such an addition,
               alteration or improvement within thirty (30) days after such
               request and all additional information requested is received, and
               the failure to do so within the stipulated time shall constitute
               the consent of the Owner of Unit C-3 (and where applicable, the
               Board). The Board, where applicable, and the Owner

                                       14

<PAGE>
EXHIBIT 10.1

               of Unit C-3 may condition the approval in any manner, including,
               without limitation, retaining approval rights of the contractor
               of the perform the work. No Unit Owner shall make any addition,
               alteration or improvement in or to the interior of the Unit
               without obtaining all appropriate governmental permits which are
               necessary for such work and provided that such alteration
               addition or improvement will not adversely affect the structural
               integrity or aesthetic appeal of the Building or cause any damage
               to or adversely affect the Common Elements, or other Units and/or
               the Condominium Property. The proposed additions, alterations and
               improvements by the Unit Owner shall be made in compliance with
               all laws, rules, ordinances and regulations of all governmental
               authorities having jurisdiction. Further, no alteration, addition
               or modification may in any manner affect a Commercial Unit
               without the prior written consent of the Commercial Unit Owner
               (which consent may be withheld in its or their sole discretion).
               A Unit Owner making or causing to be made any such additions,
               alterations or improvements agrees, and shall be deemed to have
               agreed, for such Owner, and his heirs, personal representatives,
               successors and assigns, as appropriate, to hold the Association,
               the Developer, and all other Unit Owners harmless from and to
               indemnify them for any liability or damage to the Condominium
               Property and expenses arising therefrom, and shall be solely
               responsible for the maintenance, repair and insurance thereof
               from and after the date of installation or construction thereof.
               Neither the Developer, the Association, the Commercial Unit
               Owners nor any of their officers, directors, employees, agents,
               contractors, consultants or attorneys shall be liable to any
               Owner or any other person by reason of mistake in judgment,
               failure to point out or correct deficiencies in any plans or
               other submissions, negligence, or any other misfeasance,
               malfeasance or non-feasance arising out of or in connection with
               the approval or disapproval of any plans or submissions. Anyone
               submitting plans hereunder, by the submission of same, and any
               Owner, by acquiring title to same, agrees not to seek damages
               from the Developer, the Association or the Owner of Unit C-3
               arising out of the review of plans by the Association or the
               Owner of Unit C-3. Without limiting the generality of the
               foregoing, the Association (where applicable) and the Owner of
               Unit C-3 shall not be responsible for reviewing, nor shall its
               review of any plans be deemed approval of, any plans from the
               standpoint of structural safety, soundness, workmanship,
               materials, usefulness, conformity with building or other codes or
               industry standards, or compliance with governmental requirements.
               Further, each Owner (including the successors and assigns) agrees
               to indemnify and hold the Developer, the Association and the
               Owner of Unit C-3 harmless from and against any and all costs,
               claims (whether rightfully or wrongfully asserted), damages,
               expenses or liabilities whatsoever (including, without
               limitation, reasonable attorneys' fees and court costs at all
               trial and appellate levels), arising out of any review of plans
               hereunder. The foregoing provisions shall not be applicable to
               the Commercial Units and/or to any Unit owned by the Developer.
               The provisions of this Section 8.1 shall not be amended without
               an affirmative vote of not less than 66-2/3% of the Residential
               Unit Owners and by not less than 100% of the Commercial Unit
               Owners.
                                       15
<PAGE>
EXHIBIT 10.1

          8.2  Weight and Sound Restrictions. In the event that the Owners of
               any of the Commercial Units, other than Unit C-3, installs hard
               and/or heavy surface floor coverings such as marble, tile, wood,
               etc., the Owners of the Commercial Units (excluding the Owner of
               Unit C-3) with regard to the interior floor of the Commercial
               Units must provide that all such flooring be installed over a
               sound attenuating underlayment material which is approved by the
               Owner of Unit C-3. These use guidelines are consistent with good
               design practices for soundproofing and structural design. The
               Owners of the Commercial Units that install such surface floor
               coverings will be held strictly liable for violation of these
               restrictions and for all damages resulting therefrom, and the
               Owner of Unit C-3 has the right to require immediate removal of
               violations.

          8.3  Additions, Alterations or Improvements by Developer or by the
               Owner of Unit C-3. The foregoing restrictions of this Section 8
               shall not apply to Developer-owned Units or to Units owned by the
               Owner of Unit C-3. The Developer and/or the Owner of Unit C-3,
               including its/their agents, assignees and employees, shall have
               the additional right, without the consent or approval of the
               Board of Directors or other Unit Owners, to make alterations,
               additions or improvements, structural and non-structural,
               interior and exterior, including Units, ordinary and
               extraordinary, in, to and upon any Unit owned by it (including,
               without limitation, the removal of walls, floors, ceilings and
               other structural portions of the improvements); provided,
               however, there shall be no change to the configuration or size of
               any Unit in any material fashion, material alteration or
               modification of the appurtenances to any Unit or change to the
               percentage interest in the Common Elements and share of Common
               Surplus and Common Expenses of any Unit unless the record owner
               of the affected Unit(s) and all record owners of mortgages or
               other liens on the affected Unit(s) shall join in the execution
               of the amendment and unless a majority of the record owners of
               all other Units approve the amendment.

     9.   Changes in Developer-Owned Units or Unit C-3. The Developer and the
          Owner of Unit C-3 reserve the right: (i) to make alterations or
          improvements in the interior design or layout of any Developer-owned
          Units or Unit C-3; (ii) change the layout or number of rooms in any
          Developer-owned Units or Unit C-3; (iii) change the size and/or number
          of Developer-owned Units by combining separate Developer-owned Units
          into one (1) or more Units, or otherwise (the foregoing combining may
          be either horizontal or vertical combining of Units); provided,
          however, there shall be no change to the configuration or size of any
          Unit in any material fashion, material alteration or modification of
          the appurtenances to any Unit or change to the percentage interest in
          the Common Elements and share of Common Surplus and Common Expenses of
          any Unit unless the record owner of the affected Unit(s) and all
          record owners of mortgages or other liens on the affected Unit(s)
          shall join in the execution of the amendment and unless a majority of
          the record owners of all other Units approve the amendment. If the
          Developer and/or the Owner of Unit C-3 shall make any changes in
          Units, as provided in this paragraph, such changes shall be reflected
          by an amendment to this Declaration with a survey attached reflecting
          such authorized alteration of Units, and said amendment need only be
          executed and acknowledged by the Developer and/or the Owner of Unit
          C-3 and any holders of

                                       16

<PAGE>
EXHIBIT 10.1

          institutional mortgages encumbering the said altered Units unless
          otherwise required by the preceding sentence or by Florida Statute
          Section 718.110(4). The survey shall be certified in the manner
          required by the Act.

     10.  Operation of the Condominium by the Association, Powers and Duties.

          10.1 Powers and Duties. The Association shall be the entity
               responsible for the operation of the Condominium. The powers and
               duties of the Association shall include those set forth in the
               Bylaws and Articles of Incorporation of the Association
               (respectively, Exhibits "A-4" and "A-5" annexed hereto), as
               amended from time to time. In addition, the Association shall
               have (i) all the common law and statutory powers of a corporation
               not for profit and for profit under the laws of Florida that are
               not in conflict with the provisions of the Articles, the
               Declaration, the Bylaws or the Act, (ii) the powers and duties
               set forth in the Act, as well as (iii) all powers and duties
               granted to or imposed upon it by this Declaration, including
               without limitation:

               (a)  The irrevocable right to have access to each Unit from time
                    to time during reasonable hours when necessary for the
                    maintenance, repair or replacement of any Common Elements or
                    of any portion of a Unit to be maintained by the Association
                    pursuant to this Declaration or at any time as necessary to
                    prevent damage to the Common Elements or to a Unit or Units.

               (b)  The power to acquire title to property or to otherwise hold,
                    convey, lease and mortgage Association Property for the use
                    and benefit of its members upon vote of 75% of all the
                    voting interests of the Units. The Association shall have
                    the right to grant, modify or move easements which are a
                    part of or crosses Association Property as long as the
                    easement created in subsection 3.3(k) is not modified.

               (c)  The power to make and collect Assessments against Unit
                    Owners and to lease, maintain, repair, and replace the
                    Common Elements.

               (d)  The duty to maintain accounting records according to good
                    accounting practices, which shall be open for inspection by
                    Unit Owners or their authorized representatives at
                    reasonable times upon prior request.

               (e)  The power to contract for the management and maintenance of
                    the Condominium Property and to authorize a management agent
                    (who may be an affiliate of the Developer) to assist the
                    Association in carrying out its powers and duties by
                    performing such functions as the submission of proposals,
                    collection of Assessments, preparation of records,
                    enforcement of rules and maintenance, repair and replacement
                    of Common Elements with such funds as shall be made
                    available by the Association for such purposes. The
                    Association and its officers shall, however, retain at all
                    times the powers and duties granted in the Articles, the
                    Bylaws, and this

                                       17

<PAGE>
EXHIBIT 10.1

                    Declaration and the Act, including, but not limited to, the
                    making of Assessments, promulgation of rules and execution
                    of contracts on behalf of the Association.

               (f)  The power to borrow money, execute promissory notes and
                    other evidences of indebtedness, and to give as security
                    therefor mortgages and security interests in property owned
                    by the Association, if any, provided that such actions are
                    approved by a majority of the entire membership of the Board
                    of Directors and of the Units represented at a meeting at
                    which a quorum has been attained, or by such greater
                    percentage of the Board or Unit Owners as may be specified
                    in the Bylaws with respect to certain borrowing, provided
                    further that no such action shall be permitted while the
                    Developer owns any Unit without the prior written consent of
                    the Developer.

               (g)  The power to execute all documents or consents, on behalf of
                    all Unit Owners (and their mortgagees), required by all
                    governmental and/or quasi-governmental agencies in
                    connection with land use and development matters (including,
                    without limitation, plats, waivers of plat, unities of
                    title, covenants in lieu thereof, etc.), and in that regard,
                    each Owner, by acceptance of the deed to such Owner's Unit,
                    and each mortgagee of a Unit Owner by acceptance of a lien
                    on said Unit, appoints and designates the President of the
                    Association, as such Owner's agent and attorney-in-fact to
                    execute any and all such documents or consents.

               (h)  All of the powers which a corporation not for profit in the
                    State of Florida may exercise pursuant to this Declaration,
                    the Articles of Incorporation, the Bylaws, Chapter 607 and
                    617, Florida Statutes, and the Act, in all cases except as
                    expressly limited or restricted in the Act.

               In the event of conflict among the powers and duties of the
               Association and the terms and provisions of this Declaration, or
               the exhibits attached hereto, this Declaration shall take
               precedence over the Articles of Incorporation, Bylaws and
               applicable rules and regulations; the Articles of Incorporation
               shall take precedence over the Bylaws and applicable rules and
               regulations; and the Bylaws shall take precedence over applicable
               rules and regulations, all as amended from time to time.
               Notwithstanding anything in this Declaration or its exhibits to
               the contrary, the Association shall at all times be the entity
               having ultimate control over the condominium, consistent with the
               Act.

          10.2 Restraint Upon Assignment of Shares in Assets. The share of a
               Unit Owner in the funds and assets of the Association cannot be
               assigned, hypothecated or transferred in any manner except as an
               appurtenance to the Unit.

          10.3 Approval or Disapproval of Matters. Whenever the decision of a
               Unit Owner is required upon any matter, whether or not the
               subject of an Association meeting, that decision shall be
               expressed by the same person who would cast the vote for

                                       18
<PAGE>
EXHIBIT 10.1

               that Unit if at an Association meeting, unless the joinder of all
               record Owners of the Unit is specifically required by this
               Declaration or by law.

          10.4 Acts of the Association. Unless the approval or action of the
               Unit Owners and/or a certain specific percentage of the Board of
               Directors of the Association is specifically required in this
               Declaration, the Articles of Incorporation or Bylaws of the
               Association, applicable rules and regulations or applicable law,
               all approvals or actions required or permitted to be given or
               taken by the Association shall be given or taken by the Board of
               Directors, without the consent of the Unit Owners, and the Board
               may so approve and act through the proper officers of the
               Association without a specific resolution. When an approval or
               action of the Association is permitted to be given or taken
               hereunder or thereunder, such action or approval may be
               conditioned in any manner the Association deems appropriate or
               the Association may refuse to take or give such action or
               approval without the necessity of establishing the reasonableness
               of such conditions or refusal.

          10.5 Effect on Developer. If the Developer holds a Unit for sale in
               the ordinary course of business, none of the following actions
               may be taken without the prior written approval of the Developer:

               (a)  Assessment of the Developer as a Unit Owner for capital
                    improvements;

               (b)  Any action by the Association that would be detrimental to
                    the sales of Units by the Developer; provided, however, that
                    an increase in Assessments for Common Expenses without
                    discrimination against the Developer shall not be deemed to
                    be detrimental to the sales of Units.

     11.  Determination of Common Expenses and Fixing of Assessments Therefor.
          The Board of Directors shall from time to time, and at least annually,
          prepare a budget for the Condominium, determine the amount of
          Assessments payable by the Unit Owners to meet the Common Expenses of
          the Condominium and allocate and assess such expenses among the Unit
          Owners in accordance with the provisions of this Declaration and the
          Bylaws. The Board of Directors shall advise all Unit Owners promptly
          in writing of the amount of the Assessments payable by each of them as
          determined by the Board of Directors as aforesaid and shall furnish
          copies of each budget, on which such Assessments are based, to all
          Unit Owners and (if requested in writing) to their respective
          mortgagees. The Common Expenses shall include the expenses of a
          reserve for (if required by law) the operation, maintenance, repair
          and replacement of the Common Elements, costs of carrying out the
          powers and duties of the Association and any other expenses designated
          as Common Expenses by the Act, this Declaration, the Articles or
          Bylaws of the Association, applicable rules and regulations or by the
          Association. Incidental income to the Association, if any, may be used
          to pay regular or extraordinary Association expenses and liabilities,
          to fund reserve accounts, or otherwise as the Board shall determine
          from time to time, and need not be restricted or accumulated. Any
          budget adopted shall be subject to change to cover actual expenses at
          any time. Any such change shall be adopted consistent with the
          provisions of the Bylaws.

                                       19
<PAGE>
EXHIBIT 10.1

     12.  Collection of Assessment.

          12.1 Liability for Assessments. A Unit Owner, regardless of how title
               is acquired, including by purchase at a foreclosure sale or by
               deed in lieu of foreclosure, shall be liable for all Assessments
               coming due while that person is the Unit Owner. Additionally, the
               Unit Owner shall be jointly and severally liable with the
               previous owner for all unpaid Assessments that come due up to the
               time of the conveyance. This liability is without prejudice to
               any right the Owner may have to recover from the previous owner
               the amounts paid by the Owner. The liability for Assessments may
               not be avoided by waiver of the use or enjoyment of any Common
               Elements or by the abandonment of the Unit for which the
               Assessments are made or otherwise.

          12.2 Assessments When Title is Transferred. The person acquiring
               title, regardless of how title has been acquired, shall pay the
               amount owed to the Association within thirty (30) days after the
               transfer of title. Failure to pay the full amount when due shall
               entitle the Association to record a claim of lien against the
               Condominium Parcel and proceed in the same manner as provided
               herein for the collection of assessments.

          12.3 Default in Payment of Assessments for Common Expenses.
               Assessments and installments thereof not paid within ten (10)
               days from the day when they are due shall bear interest at the
               highest lawful rate from the date due until paid. In addition to
               the above stated interest, the Association shall charge an
               administrative late fee in addition to such interest, in an
               amount not to exceed the greater of $25 or 5% of each installment
               of the Assessment for each delinquent installment that the
               payment is late. Any payments upon account shall be first applied
               to interest, then to any administrative late fee, then to any
               costs and reasonable attorney's fees incurred in collection, and
               then to the Assessment. The foregoing method of applying payments
               shall be applicable notwithstanding any restrictive endorsement,
               designation, or instruction placed on or accompanying a payment.
               The Association has a lien on each Condominium Parcel for any
               unpaid Assessments or installments thereof, with interest, late
               fees and for reasonable attorney's fees and costs incurred by the
               Association incident to the collection of the Assessment or
               enforcement of the lien whether suit be brought or not. The lien
               is effective from and shall relate back to the recording of this
               Declaration. However, as to Institutional First Mortgagees
               holding a first mortgage of record, the lien is effective as of
               the date of the recording of a claim of lien in the Public
               Records of the County in which the Condominium Parcel is located,
               stating the description of the Condominium Parcel, the name of
               the record Owner, name and address of the Association, the amount
               due and the due dates. The claim of lien must be executed and
               acknowledged by an officer or authorized agent of the
               Association. The claim of lien shall not be released until all
               sums secured by it (or such other amount as to which the
               Association shall agree by way of settlement) have been fully
               paid or until it is barred by law. No such claim of lien shall
               continue for a longer period than one (1) year after the claim of
               lien has been recorded unless, within that time, an action to
               enforce the lien is commenced. The

                                       20

<PAGE>
EXHIBIT 10.1

               one (1) year period shall automatically be extended by any length
               of time during which the Association is prevented from filing a
               foreclosure action by an automatic stay resulting from a
               bankruptcy petition filed by the Unit Owner or any other person
               claiming an interest in the Condominium Parcel. The claim of lien
               shall secure (whether or not stated therein) all unpaid
               Assessments, interest thereon, and costs and attorney's fees
               which are due and which may accrue subsequent to the recording of
               the claim of lien and prior to the entry of a certificate of
               title as well as interest, and all reasonable costs and
               attorney's fees incurred by the Association incident to the
               collection process. Upon payment in full, the person making the
               payment is entitled to a satisfaction of the lien in recordable
               form. The Association may bring an action in its name to
               foreclose a lien for unpaid Assessments in the manner a mortgage
               of real property is foreclosed and may also bring an action at
               law to recover a money judgment for the unpaid Assessments
               without waiving any claim of lien. The Association is entitled to
               recover its reasonable attorney's fees incurred in either a lien
               foreclosure action or an action to recover a money judgement for
               unpaid Assessments. As an additional right and remedy of the
               Association, upon default in the payment of Assessments as
               aforesaid and after thirty (30) days' prior written notice to the
               applicable Unit Owner, the Association may declare the Assessment
               installments for the remainder of the budget year to be
               accelerated (or if acceleration to such extent is prohibited by
               the Act, then the Association may declare Assessments to the
               maximum extent permitted under the Act to be accelerated) and
               such amount shall thereupon be immediately due and payable. In
               the event the amount of such installments changes during the
               period for which Assessments were accelerated, the Unit Owner or
               the Association, as appropriate, shall be obligated to pay or
               reimburse to the other the amount of increase or decrease within
               ten (10) days of same taking effect.

          12.4 Notice of Intention to Foreclose Lien. No foreclosure judgment
               may be entered until at least thirty (30) days after the
               Association gives written notice to the Unit Owner of its
               intention to foreclose its lien to collect the unpaid
               Assessments. If this notice is not given at least thirty (30)
               days before the foreclosure action is filed, and if the unpaid
               Assessments, including those coming due after the claim of lien
               is recorded, are paid before the entry of a final judgment of
               foreclosure, the Association shall not recover attorneys' fees or
               costs. The notice must be given by delivery of a copy of it to
               the Unit Owner or by certified or registered mail, return receipt
               requested, addressed to the Unit Owner at the last known address,
               and upon such mailing, the notice shall be deemed to have been
               given. If after diligent search and inquiry the Association
               cannot find the Unit Owner or a mailing address at which the Unit
               Owner will receive the notice, the court may proceed with the
               foreclosure action and may award attorneys' fees and costs as
               permitted by law. The notice requirements of this subsection are
               satisfied if the Unit Owner records a Notice of Contest of Lien
               as provided in the Act.

          12.5 Appointment of Receiver to Collect Rental. If the Unit Owner
               remains in possession of the Unit after a foreclosure judgment
               has been entered, the court in its discretion may require the
               Unit Owner to pay a reasonable rental for the Unit,

                                       21
<PAGE>
EXHIBIT 10.1

               and the Association is entitled to the appointment of a receiver
               to collect such rental.

          12.6 Institutional First Mortgagee. An Institutional First Mortgagee
               acquiring title to a Condominium Parcel as a result of
               foreclosure, or a Deed in Lieu of Foreclosure, may not, during
               the period of its ownership of such parcel, whether or not such
               parcel is unoccupied, be excused from the payment of some or all
               of the Common Expenses coming due during the period of such
               ownership. The liability of an Institutional First Mortgage, or
               its successor or assignees, who acquire title to a Unit by
               foreclosure or by deed in lieu of foreclosure for the unpaid
               Assessments (or installments thereof) that became due prior to
               the Institutional First Mortgagee's acquisition of title is
               limited to the lesser of:

               (a)  The Unit's unpaid Common Expenses and regular periodic
                    Assessments which accrued or came due during the six (6)
                    months immediately preceding the acquisition of title and
                    for which payment in full has not been received by the
                    Association; or

               (b)  One percent (1%) of the original mortgage debt.

               If any unpaid share or Common Expenses or Assessments or other
               charges is extinguished by foreclosure of a superior lien or by a
               deed in lieu of foreclosure thereof, the unpaid share of common
               expenses or assessments are Common Expenses collectible from all
               of the Unit Owners, including such acquirer, and such acquirer's
               successors and assigns. An Institutional First Mortgagee
               acquiring title to a Condominium Parcel as a result of
               foreclosure or Deed in Lieu of Foreclosure may not, during the
               period of its ownership of such parcel, whether or not such
               parcel is unoccupied, be excused from the payment of some or all
               of the Common Expenses coming due during the period of such
               ownership.

          12.7 Developer's Liability for Assessment. (a) During the period from
               the date of recording of this Declaration until the first day of
               the fourth calendar month following the month in which the
               closing of the purchase and sale of the first Unit occurs or (b)
               during the period of time the Developer has guaranteed payment of
               the Assessment under the purchase agreement with a purchaser of a
               Unit after control of the Association is transferred to Unit
               Owners other than the Developer (collectively, the "Guarantee
               Expiration Date"), the Developer shall not be obligated to pay
               the share of the Common Expenses and Assessments attributable to
               Units it is offering for sale, provided that the regular monthly
               Assessments for Common Expenses (without full reserves) imposed
               on each Unit Owner other than the Developer shall not increase
               during such period over the amount set forth in the Estimated
               Operating Budget contained in the applicable Prospectus delivered
               to such Unit Owners when the Owners contracted to purchase their
               Units, if applicable, and provided further that the Developer
               shall be obligated to pay any amount of Common Expenses actually
               incurred during such period and not produced by the Assessments
               at the guaranteed level. For purposes of this Section, income to
               the Association other than Assessments (as defined herein and

                                       22

<PAGE>
EXHIBIT 10.1

               in the Act) shall not be taken into account when determining the
               deficits to be funded by the Developer. After the Guarantee
               Expiration Date, the Developer shall have the option of extending
               the guarantee by written agreement with a majority of
               non-Developer Unit Owners on the same terms or paying the share
               of Common Expenses and Assessments attributable to Units it is
               then offering for sale. No funds receivable from Unit purchasers
               or owners payable to the Association or collected by the
               Developer on behalf of the Association, other than regular
               periodic Assessments for Common Expenses as provided in this
               Declaration and disclosed in the Estimated Operating Budget
               referred to above, shall be used for the payment of Common
               Expenses prior to the Guarantee Expiration Date. This restriction
               shall apply to funds including, but not limited to, capital
               contributions or start-up funds collected from Unit purchasers at
               closing.

          12.8 Certificate of Unpaid Assessments. Within fifteen (15) days after
               request by a Unit Owner or mortgagee of a Unit, the Association
               shall provide a certificate stating whether all Assessments and
               other moneys owed to the Association by the Unit Owner with
               respect to his Unit have been paid. Any person other than the
               Unit Owner who relies upon such certificate shall be protected
               thereby.

          12.9 Installments. Regular Assessments may be collected monthly or
               quarterly, in advance, at the option of the Association from time
               to time.

     13.  Obligation for Expenses Relating to Commercial Units.

          13.1 Maintenance. As provided in Sections 3.3(d) and 7.4 above, the
               Owner of Unit C-3 has granted easements over Unit C-3 and has
               agreed to repair, replace, improve, maintain, manage, operate,
               and insure Unit C-3, all to be done as determined and ordered by
               the Owner of Unit C-3, or otherwise as provided in Section 7.4.
               In consideration of the foregoing, each Residential Unit Owner,
               by acceptance of a deed or other conveyance of a Residential Unit
               and by execution of the Rental Pool Agreement, and whether or not
               expressly stated, shall be deemed to agree that the costs
               incurred by the Owner of Unit C-3 in (or reasonably allocated to)
               the repair, replacement, improvement, maintenance, management,
               operation, and insurance of Unit C-3 including reasonable
               reserves if established by the Owner of Unit C-3 and any
               assessments payable by the Owner of Unit C-3 to the Association
               and for the use of the Common Elements (collectively, the
               "Commercial Unit Costs") shall be paid in part through charges
               (either general or special) imposed against the Residential Units
               in accordance with the terms hereof.

               No Owner may waive or otherwise escape liability for charges for
               the Commercial Unit Costs by non-use (whether voluntary or
               involuntary) of Unit C-3 or abandonment of the right to use same.
               Notwithstanding anything herein contained to the contrary, the
               Owner of Unit C-3 shall be excused and relieved from any and all
               maintenance, repair and/or replacement obligations with respect
               to Unit C-3 to the extent that the funds necessary to perform
               same, to the extent the obligations of the Residential Unit
               Owners and/or the Owners of all

                                       23
<PAGE>
EXHIBIT 10.1

               Commercial Units (excluding the Owner of Unit C-3), are not
               available through the charges imposed and actually collected. The
               Owner of Unit C-3 shall have no obligation to fund and/or advance
               any deficit or shortfall in funds which were the obligation of
               the Residential Unit Owner and/or the Owners of the Commercial
               Units, excluding Unit C-3, in order to properly perform the
               maintenance, repair and/or replacement obligations described
               herein.

          13.2 Easement. An easement is hereby reserved and created in favor of
               the Owner of Unit C-3, and its or their applicable designees over
               the Condominium Property for the purpose of entering onto the
               Condominium Property in the performance of the maintenance,
               repair and replacement obligations herein described.

          13.3 Charge to the Owner of Unit C-3; Lien. Developer, for all Units
               now or hereafter located within the Condominium Property; each
               Owner of any Residential Unit by acceptance of a deed therefor or
               other conveyance thereof and by execution of the Rental Pool
               Agreement, whether or not it shall be so expressed in such deed
               or other conveyance; and the Owner of any Commercial Unit other
               than Unit C-3 by acceptance of a deed therefor or other
               conveyance thereof, whether or not it shall be so expressed in
               such deed or other conveyance, shall be deemed to covenant and
               agree to pay to the Owner of Unit C-3 such annual charges for the
               operation and applicable insurance of, and for payment of the
               percentage of the Commercial Unit Costs (which shall be equal to
               the percentage share allocated to the Unit as set forth on
               Exhibit "A-3" to this Declaration divided by the aggregate of all
               percentage shares allocated to all Units as set forth on Exhibit
               "A-3" to this Declaration) applicable to the operation of Unit
               C-3 (the "Units Allocated Share"), and/or the establishment of
               reasonable reserves for the replacement of the Unit C-3 and the
               furnishings thereof, capital improvement charges, special charges
               and all other charges hereinafter referred to or lawfully imposed
               by the Owner of Unit C-3 in connection with the repair,
               replacement, improvement, maintenance, management, operation, and
               insurance of Unit C-3, all such charges to be fixed, established
               and collected from time to time as herein provided. The annual
               charges, capital improvement charges and special charges,
               together with such interest thereon and costs of collection
               thereof as hereinafter provided, shall be a charge on the Units
               and shall be a continuing lien upon the Units against which each
               such charge is made and upon all improvements thereon, from time
               to time existing. Each such charge, together with such interest
               thereon and costs of collection thereof as hereinafter provided,
               shall also be the personal obligation of the person who is the
               Owner of such Unit at the time when the charge fell due and all
               subsequent Owners until paid, except as provided in Section 14.5
               below. Reference herein to charges shall be understood to include
               reference to any and all of said charges whether or not
               specifically mentioned. Each Unit shall be assessed a
               "proportionate share" of the Units Allocated Share. This
               proportionate share for each Unit shall be a fraction, the
               numerator of which is the percentage share allocated to the Unit
               as set forth on Exhibit "A-3" to this Declaration, and the
               denominator of which is the aggregate of all percentage shares
               allocated to all Units as set forth on Exhibit "A-3" to this
               Declaration. The Owner of Unit C-3 shall budget and adopt charges
               for the Commercial Unit Costs based, in part,

                                       24


<PAGE>
EXHIBIT 10.1

               upon the Owner of Unit C-3 reasonable projections of the
               intensity of use of the Unit C-3 for the period subject to the
               budget. In addition to the regular and capital improvement
               charges which are or may be levied hereunder, the Owner of Unit
               C-3 shall have the right to collect reasonable reserves for the
               replacement of Unit C-3 and the furnishings and finishings
               thereof. Notwithstanding anything herein to the contrary, the
               Owner of Unit C-3 shall have the right to levy special charges
               against an Owner(s) to the exclusion of other owners for the
               repair or replacement of damage to any portion of Unit C-3
               (including, without limitation, improvements, furnishings and
               finishings therein) caused by the misuse, negligence or other
               action or inaction of an Owner or his guests, tenants or
               invitees. Any such special charge shall be subject to all of the
               applicable provisions of this Section including, without
               limitation, lien filing and foreclosure procedures and late
               charges and interest. Any special charge levied hereunder shall
               be due within the time specified by the Owner of Unit C-3 in the
               action imposing such charge. The annual regular charges provided
               for in this Section shall commence on the first day of the month
               next following the recordation of this Declaration and shall be
               applicable through December 31 of such year. Each subsequent
               annual charge shall be imposed for the year beginning January 1
               and ending December 31. The annual charges shall be payable in
               advance in monthly installments, or in annual, semi- or
               quarter-annual installments if so determined by the Owner of Unit
               C-3 (absent which determination they shall be payable monthly).
               The charge amount (and applicable installments) may be changed at
               any time by the Owner of Unit C-3 from that originally stipulated
               or from any other charge that is in the future adopted by the
               Owner of Unit C-3. The original charge for any year shall be
               levied for the calendar year (to be reconsidered and amended, if
               necessary, at any appropriate time during this year), but the
               amount of any revised charge to be levied during any period
               shorter than a full calendar year shall be in proportion to the
               number of months (or other appropriate installments) remaining in
               such calendar year. The Owner of Unit C-3 shall fix the date of
               commencement and the amount of the charge against the Units for
               each charge period, to the extent practicable, at least thirty
               (30) days in advance of such date or period, and shall, at that
               time, prepare a roster of the Units and charges applicable
               thereto which shall be kept in the office of the Owner of Unit
               C-3 and shall be open to inspection by any Owner. Written notice
               of the charge shall thereupon be sent to every Unit Owner subject
               thereto twenty (20) days prior to payment of the first
               installment thereof, except as to special charges. In the event
               no such notice of the charges for a new charge period is given,
               the amount payable shall continue to be the same as the amount
               payable for the previous period, until changed in the manner
               provided for herein.

          13.4 Effect of Non-Payment of Charge; the Personal Obligation; the
               Lien; Remedies of the Owner of Unit C-3. If the charge (or
               installments) provided for herein are not paid on the date(s)
               when due (being the date(s) specified herein or pursuant hereto)
               to the extent that same are due, then such charges (or
               installments) shall become delinquent and shall, together with
               late charges, interest and the cost of collection thereof as
               hereinafter provided, thereupon become a continuing lien on the
               Unit and all improvements thereon which shall bind such Unit in
               the hands of

                                       25
<PAGE>
EXHIBIT 10.1

               the then Owner, his heirs, personal representatives, successors
               and assigns. Except as provided in Section 13.5 to the contrary,
               the personal obligation of an Owner to pay such charge shall pass
               to his successors in title and recourse may be had against either
               or both. If any installments of a charge is not paid within
               fifteen (15) days after the due date (to the extent that same are
               due), at the option of the Owner of Unit C-3, a late charge not
               greater than the amount of such unpaid installments may be
               imposed (provided that only one late charge may be imposed on any
               one unpaid installment and if such installment is not paid
               thereafter, it and the late charge shall accrue interest as
               provided herein but shall not be subject to additional late
               charges; provided further, however, that each other installment
               thereafter coming due shall be subject to one late charge each as
               aforesaid) and the Owner of Unit C-3 may bring an action at law
               against the Owner(s) personally obligated to pay the same, may
               record a claim of lien (as evidence of its lien rights as
               hereinabove provided for) against the Unit on which the charges
               and late charges are unpaid and all improvements thereon, may
               foreclose the lien against the applicable Unit and all
               improvements thereon on which the charges and late charges are
               unpaid, or may pursue one or more of such remedies at the same
               time or successively, and attorneys' fees and costs actually
               incurred in preparing and filing the claim of lien and the
               complaint, if any, and prosecuting same, in such action shall be
               added to the amount of such charges, late charges and interest
               secured by the lien, and in the event a judgment is obtained,
               such judgment shall include all such sums as above provided and
               attorneys' fees actually incurred together with the costs of the
               action, through all applicable appellate levels. Failure of the
               Owner of Unit C-3 (or any collecting entity) to send or deliver
               bills or notices of charges shall not relieve the Unit Owners
               from their obligations hereunder. The Owner of Unit C-3 shall
               have such other remedies for collection and enforcement of
               charges as may be permitted by applicable law. All remedies are
               intended to be, and shall be, cumulative.

          13.5 Subordination of the Lien of the Owner of Unit C-3. The lien of
               the charges provided for in this Article shall be subordinate to
               real property tax liens and the lien of any first mortgage;
               provided, however, that any such mortgage lender when in
               possession, and in the event of a foreclosure, any purchaser at a
               foreclosure sale, and any such mortgage lender acquiring a deed
               in lieu of foreclosure, and all persons claiming by, through or
               under such purchaser or mortgage lender, shall hold title subject
               to the liability and lien of any charge coming due after such
               foreclosure (or conveyance in lieu of foreclosure). Any unpaid
               charge which cannot be collected as a lien against any Unit by
               reason of the provisions of this Section shall be deemed to be a
               charge divided equally among, payable by and a lien against all
               Units, including the Units as to which the foreclosure (or
               conveyance in lieu of foreclosure) took place.

          13.6 Curative Right. In the event (and only in the event) that the
               Owner of Unit C-3 fails to maintain the Unit C-3 as required
               under this Declaration, the Association shall have the right to
               perform such duties; provided, however, that same may only occur
               after thirty (30) days' prior written notice to the Owner of Unit
               C-3 and provided that the Owner of Unit C-3 has not effected
               curative action within

                                       26
<PAGE>
EXHIBIT 10.1

               said thirty (30) day period (or if the curative action cannot
               reasonably be completed within said thirty (30) day period,
               provided only that the Owner of Unit C-3 has not commenced
               curative actions within said thirty (30) day period and
               thereafter diligently pursued same to completion). To the extent
               that the Association must undertake maintenance responsibilities
               as a result of the failure of the Owner of Unit C-3 to perform
               same, then in such event, but only for such remedial actions as
               may be necessary, the Association shall be deemed vested with the
               charge rights of the Owner of Unit C-3 hereunder for the limited
               purpose of obtaining reimbursement from the Owner of Unit C-3 for
               the costs of performing such remedial work.

          13.7 Financial Records. The Owner of Unit C-3 shall maintain financial
               books and records showing its actual receipts and expenditures
               with respect to the maintenance, operation, repair, replacement,
               alteration and insurance of the Unit C-3, including the then
               current budget and any then proposed budget (the "Commercial Unit
               Records"). The Commercial Unit Records need not be audited or
               reviewed by a Certified Public Accountant. The Commercial Unit
               Records shall at all times, during reasonable business hours, be
               subject to the inspection of any Member of the Association.

          13.8 Unit C-3 Consent; Conflict. The provisions of this Section 13
               shall not be amended, modified or in any manner impaired and/or
               diminished, directly or indirectly, without the prior written
               consent of 80% of the Residential Unit Owners and the prior
               written consent of the 100% Commercial Unit Owners. In the event
               of any conflict between the provisions of this Section 13, and
               the provisions of any other Section of this Declaration, the
               provisions of this Section 13 shall prevail and govern.

     14.  Insurance. Insurance covering the Condominium Property and the
          Association Property shall be governed by the following provisions:

          14.1 Purchase Custody and Payment.

               (a)  Purchase. All insurance policies described herein covering
                    portions of the Condominium Property shall be purchased by
                    the Association and shall be issued by an insurance company
                    authorized to do business in Florida.

               (b)  Mortgagees. No policy or insurance coverage shall impair the
                    security of the Primary Institutional First Mortgagee
                    without its consent.

               (c)  Named Insured. The named insured shall be the Association,
                    individually, and as agent for Owners of Units covered by
                    the policy, without naming them, and as agent for their
                    mortgagees, without naming them. The Unit Owners and their
                    mortgagees shall be deemed additional insureds.

               (d)  Custody of Policies and Payment of Proceeds. All policies
                    shall provide that payments for losses made by the insurer
                    shall be paid to the Insurance

                                       27


<PAGE>
EXHIBIT 10.1

                    Trustee (if appointed), and all policies and endorsements
                    thereto shall be deposited with the Insurance Trustee (if
                    appointed).

               (e)  Copies to Mortgagees. One copy of each insurance policy, or
                    a certificate evidencing such policy, and all endorsements
                    thereto, shall be furnished by the Association upon request
                    to each Institutional First Mortgagee who holds a mortgage
                    upon a Unit covered by the policy. Copies or certificates
                    shall be furnished not less than ten (10) days prior to the
                    beginning of the term of the policy, or not less than ten
                    (10) days prior to the expiration of each preceding policy
                    that is being renewed or replaced, as appropriate.

               (f)  Personal Property and Liability. Except as specifically
                    provided herein or by the Act, the Association shall not be
                    responsible to Unit Owners to obtain insurance coverage upon
                    the property lying within the boundaries of their Unit,
                    including, but not limited to, their personal property, and
                    for their personal liability and living expense and for any
                    other risks not otherwise insured in accordance herewith.

          14.2 Coverage. The Association shall use its best efforts to maintain
               insurance covering the following:

               (a)  Casualty. The Building (including the Common Elements and
                    all fixtures, installations or additions comprising that
                    part of the Building within the boundaries of the Units and
                    required by the Act to be insured under the Association's
                    Policies), but excluding all furniture, furnishings, floor
                    coverings, wall coverings and ceiling coverings or other
                    personal property owned, supplied or installed by Unit
                    Owners and also excluding hurricane shutters, Unit floor
                    coverings, wall coverings, or ceiling coverings and the
                    following equipment if it is located within a Unit and such
                    equipment as the Unit Owner or the Owner of Unit C-3 is
                    required to repair or replace, electrical fixtures,
                    appliances, air conditioner or heating equipment, water
                    heaters, built-in cabinets, personal property, fixtures,
                    appliances or equipment permitted to be excluded from the
                    Condominium's insurance policy pursuant to the Act, as same
                    may be amended or renumbered from time to time and all
                    improvements located on the Common Elements from time to
                    time, together with all fixtures, building service
                    equipment, personal property and supplies constituting the
                    Common Elements or owned by the Association (collectively,
                    the "Insured Property"), shall be insured in an amount not
                    less than 100% of the full insurable replacement value
                    thereof, excluding foundation and excavation costs. Such
                    policies may contain reasonable deductible provisions as
                    determined by the Board of Directors of the Association.
                    Such coverage shall afford protection against:

                    (i)  Loss or Damage by Fire and Other Hazards covered by a
                         standard extended coverage endorsement; and

                                       28
<PAGE>
EXHIBIT 10.1

                    (ii) Such Other Risk as from time to time are customarily
                         covered with respect to buildings and improvements
                         similar to the Insured Property in construction,
                         location and use, including, but not limited to,
                         vandalism and malicious mischief.

               (b)  Liability. Comprehensive general public liability and
                    automobile liability insurance covering loss or damage
                    resulting from accidents or occurrences on or about or in
                    connection with the Insured Property or adjoining driveways
                    and walkways, or any work, matters or things related to the
                    Insured Property, with such coverage as shall be required by
                    the Board of Directors of the Association, but with combined
                    single limit liability of not less than $1,000,000 for each
                    accident or occurrence, $300,000 per person and $100,000
                    property damage, and with a cross liability endorsement to
                    cover liabilities of the Unit Owners as a group to any Unit
                    Owner, and vice versa.

               (c)  Worker's Compensation and other mandatory insurance, when
                    applicable.

               (d)  Flood Insurance if required by the Primary Institutional
                    First Mortgagee or if the Association so elects.

               (e)  Fidelity Insurance. The Association shall obtain and
                    maintain adequate fidelity bonding of all persons who
                    control or disburse funds of the Association in an amount
                    not less than the minimum sum required by the Act.

               (f)  Association Property. Appropriate additional policy
                    provisions, policies or endorsements extending the
                    applicable portions of the coverage described above to all
                    Association Property, where such coverage is available.

               (g)  Such Other Insurance as the Board of Directors of the
                    Association shall determine from time to time to be
                    desirable.

               When appropriate and obtainable, each of the foregoing policies
               shall waive the insurer's right to: (i) subrogation against the
               Association and against the Unit Owners individually and as a
               group, (ii) pay only a fraction of any loss in the event of
               co-insurance or if other insurance carriers have issued coverage
               upon the same risk, and (iii) avoid liability for a loss that is
               caused by an act of the Board of Directors of the Association, a
               member of the Board of Directors of the Association, one or more
               Unit Owners or as a result of contractual undertakings.
               Additionally, each policy shall provide that any insurance trust
               agreement will be recognized, that the insurance provided shall
               not be prejudiced by any act or omissions of an individual Unit
               Owner that are not under the control of the Association, and that
               the policy shall be primary, even if a Unit Owner has other
               insurance that covers the same loss.

                                       29
<PAGE>
EXHIBIT 10.1

          14.3 Additional Provisions. All policies of physical damage insurance
               shall provide that such policies may not be cancelled or
               substantially modified without at least thirty (30) days prior
               written notice of all of the named insureds, including all
               mortgagees of Units. Prior to obtaining any policy of casualty
               insurance or any renewal thereof, the Board of Directors shall
               obtain an appraisal from a fire insurance company, or other
               competent appraiser, of the full insurable replacement value of
               the insured property (exclusive of foundations), without
               deduction for depreciation, for the purpose of determining the
               amount of insurance to be effected pursuant to this Section.

          14.4 Premiums. Premiums upon insurance policies purchased by the
               Association shall be paid by the Association as a Common Expense.
               Premiums may be financed in such manner as the Board of Directors
               deems appropriate.

          14.5 Unit Owner Coverage. Each Unit Owner shall obtain and maintain at
               all times, individual casualty and general liability policies
               insuring the property lying within the boundaries of their Unit
               and for their personal liability arising in the use of their own
               Unit and other areas of the Common Elements for which they have
               exclusive use. Each Unit Owner shall provide the Association with
               a copy of a binder, a policy or other proof satisfactory to the
               Association of said insurance coverage.

          14.6 Insurance Trustee, Share of Proceeds. All insurance policies
               obtained by or on behalf of the Association shall be for the
               benefit of the Association, the Unit Owners and their mortgagees,
               as their respective interests may appear, and shall provide that
               all proceeds covering property losses shall be paid to the
               Association or to the Insurance Trustee (if one exists) which
               may, but need not, be designated by the Board of Directors.
               References herein to the Insurance Trustee shall be deemed to
               apply to the Board of Directors if it elects to serve such
               functions pursuant to Section 14.12 hereof. The Insurance Trustee
               shall not be liable for payment of premiums, nor for the renewal
               or the sufficiency of policies, nor for the failure to collect
               any insurance proceeds. The duty of the Insurance Trustee shall
               be to receive such proceeds as are paid and to hold the same in
               trust for the purposes elsewhere stated herein, and for the
               benefit of the Unit Owners and their respective mortgagees in the
               following shares, but such shares need not be set forth on the
               records of the Insurance Trustee:

               (a)  Insured Property. Proceeds on account of damage to the
                    Insured Property shall be held in undivided shares for each
                    Unit Owner, such shares being the same as the undivided
                    shares in the Common Elements appurtenant to each Unit,
                    provided that if the Insured Property so damaged includes
                    property lying within the boundaries of specific Units, that
                    portion of the proceeds allocable to such property shall be
                    held as if that portion of the Insured Property were
                    Optional Property as described in paragraph (b) below.

                                       30
<PAGE>
EXHIBIT 10.1

               (b)  Optional Property. Proceeds on account of damage solely to
                    Units and/or certain portions or all of the contents thereof
                    not included in the Insured Property (all as determined by
                    the Association in its sole discretion) (collectively, the
                    "Optional Property"), if any is collected by reason of
                    optional insurance which the Association elects to carry
                    thereon (as contemplated herein), shall be held for the
                    benefit of Owners of Units or other portions of the Optional
                    Property damaged in proportion to the cost of repairing the
                    damage suffered by each such affected Owner, which cost and
                    allocation shall be determined in the sole discretion of the
                    Association.

               (c)  Mortgagees. No mortgagee shall have any right to determine
                    or participate in the determination as to whether or not any
                    damaged property shall be reconstructed or repaired, and no
                    mortgagee shall have any right to apply or have applied to
                    the reduction of a mortgage debt any insurance proceeds,
                    except for actual distributions thereof made to the Unit
                    Owner and mortgagee pursuant to the provisions of this
                    Declaration.

          14.7 Distribution of Proceeds. Proceeds of insurance policies received
               by the Insurance Trustee shall be distributed to or for the
               benefit of the beneficial Owners thereof in the following manner:

               (a)  Expenses of the Trust. All expenses of the Insurance Trustee
                    shall be first paid or provision shall be made therefor.

               (b)  Reconstruction or Repair. If the damaged property for which
                    the proceeds are paid is to be repaired or reconstructed,
                    the remaining proceeds shall be paid to defray the cost
                    thereof as elsewhere provided herein. Any proceeds remaining
                    after defraying such costs shall be distributed to the
                    beneficial Owners thereof, remittances to Unit Owners and
                    their mortgagees being payable jointly to them.

               (c)  Failure to Reconstruct or Repair. If it is determined in the
                    manner elsewhere provided that the damaged property for
                    which the proceeds are paid shall not be reconstructed or
                    repaired the remaining proceeds shall be allocated among the
                    beneficial Owners as provided in subsection 14.6 above, and
                    distributed first to all mortgagees in an amount sufficient
                    to pay off their mortgages, and the balance, if any, to the
                    beneficial Owners.

               (d)  Certificate. In making distributions to Unit Owners and
                    their mortgagees, the Insurance Trustee (if appointed) may
                    rely upon a certificate of the Association made by its
                    President and Secretary as to the names of the Unit Owners
                    and their mortgagees and their respective shares of the
                    distribution.

          14.8 Damage Not Covered. The cost to repair any damage caused to a
               Common Element or other property owned by the Association by a
               Unit Owner or the cost

                                       31
<PAGE>
EXHIBIT 10.1

               to repair any damage to a Unit by a Unit Owner which is not
               covered by insurance shall be the responsibility of and shall be
               paid by said Unit Owner. The cost of any damage to a Unit not
               covered by insurance caused from a source outside the Unit, which
               source of damage is under the control and management of the
               Association, and said damage is through no negligence on the part
               of the Association, shall be borne by the Unit Owner sustaining
               the damage.

          14.9 Association as Agent. The Association is hereby irrevocably
               appointed as agent and attorney in fact for each Unit Owner and
               for each owner of a mortgage or other lien upon a Unit and for
               each owner of any other interest in the Condominium Property to
               adjust all claims arising under insurance policies purchased by
               the Association and to execute and deliver releases upon the
               payment of claims.

          14.10 Unit Owner's Personal Coverage. The term Insured Property shall
               not include any Unit and the insurance purchased by the
               Association shall not cover claims against an Owner due to
               accidents occurring within his Unit, nor casualty to a Unit, nor
               theft loss to the contents of an Owner's Unit.

          14.11 Benefit of Mortgagees. Certain provisions in this Section 14
               entitled "Insurance" are for the benefit of mortgagees of Units
               and may be enforced by such mortgagees.

          14.12 Insurance Trustee, Optional. The Board of Directors of the
               Association shall have the option in its discretion to appoint an
               Insurance Trustee hereunder. If the Association fails or elects
               not to appoint such Insurance Trustee, the Association will
               perform directly all obligations imposed upon such Insurance
               Trustee by this Declaration. Fees and expenses of any Insurance
               Trustee are Common Expenses.

     15.  Reconstruction or Repair After Fire or Other Casualty.

          15.1 Determination to Reconstruct or Repair. Subject to the
               immediately following paragraph, in the event of damage to or
               destruction of the Insured Property (and the Optional Property,
               if insurance has been obtained by the Association with respect
               thereto) as a result of fire or other casualty, the Board of
               Directors shall arrange for the prompt repair and restoration of
               the Insured Property (and the Optional Property, if insurance has
               been obtained by the Association with respect thereto), and the
               Insurance Trustee (if appointed) shall disburse the proceeds of
               all insurance policies to the contractors engaged in such repair
               and restoration in appropriate progress payments.

               If 75% or more of the Insured Property (and the Optional
               Property, if insurance has been obtained by the Association with
               respect thereto) is substantially damaged or destroyed and if
               Unit Owners owning 80% of the applicable interests in the Common
               Elements duly and promptly resolve not to proceed with the repair
               or restoration thereof and at least 51% of Institutional First
               Mortgagees approve such resolution, the Condominium Property will
               not be repaired and shall

                                       32
<PAGE>
EXHIBIT 10.1

               be subject to an action for partition instituted by the
               Association, any Unit Owner, mortgagee or lienor, as if the
               Condominium Property were owned in common, in which event the net
               proceeds of insurance resulting from such damage or destruction
               shall be divided among all the Unit Owners in proportion to their
               respective interests in the Common Elements (with respect to
               proceeds held for damage to the Insured Property other than that
               portion of the Insured Property lying within the boundaries of
               the Unit), and among affected Unit Owners in proportion to the
               damage suffered by each such affected Unit Owner, as determined
               in the sole discretion of the Association (with respect to
               proceeds held for damage to the Optional Property, if any, and/or
               that portion of the Insured Property lying within the boundaries
               of the Unit); provided, however, that no payment shall be made to
               a Unit Owner until there has first been paid off out of his share
               of such fund all mortgages and liens on his Unit in the order of
               priority of such mortgages and liens.

               Whenever in this Section the words "promptly repair" are used, it
               shall mean that repairs are to begin not more than sixty (60)
               days from the date the Insurance Trustee (if appointed) notifies
               the Board of Directors and Unit Owners that it holds proceeds of
               insurance on account of such damage or destruction sufficient to
               pay the estimated cost of such work, or not more than ninety (90)
               days after the Insurance Trustee (if appointed) notifies the
               Board of Directors and the Unit Owners that such proceeds of
               insurance are insufficient to pay the estimated costs of such
               work. The Insurance Trustee (if appointed) may rely upon a
               certificate from the Association made by its President and
               Secretary to determine whether or not the damaged property is to
               be reconstructed or repaired.

          15.2 Plans and Specifications. Any reconstruction or repair must be
               made substantially in accordance with the plans and
               specifications for the original improvements and then applicable
               building and other codes; or if not, then in accordance with the
               plans and specifications approved by the Board of Directors of
               the Association and then applicable building and other codes, and
               if the damaged property which is to be altered is the Building or
               the Optional Property, by the Owners of not less than 80% of the
               applicable interests in the Common Elements, as well as the
               Owners of all Units and other portions of the Optional Property
               (and their respective mortgagees) the plans for which are to be
               altered.

          15.3 Special Responsibilities.

               (a)  Special Responsibility. If the damage is only to those parts
                    of the Optional Property for which the responsibility of
                    maintenance and repair is that of the respective Unit Owner,
                    then the Unit Owner shall be responsible for all necessary
                    reconstruction and repair, which shall be effected promptly
                    and in accordance with guidelines' established by the Board
                    of Directors (unless insurance proceeds are held by the
                    Association with respect thereto by reason of the purchase
                    of optional insurance thereon, in which case the Association
                    shall have the responsibility to reconstruct and repair the
                    damaged Optional Property, provided the

                                       33

<PAGE>
EXHIBIT 10.1

                    respective Unit Owner shall be individually responsible for
                    any amount by which the cost of such repair or
                    reconstruction exceeds the insurance proceeds held for such
                    repair or reconstruction on a Unit by Unit basis, as
                    determined in the sole discretion of the Association). In
                    all other instances, the responsibility for all necessary
                    reconstruction and repair shall be that of the Association.

               (b)  Disbursement. The proceeds of insurance collected on account
                    of a casualty, and the sums collected from Unit Owners on
                    account of such casualty, shall constitute a construction
                    fund which shall be disbursed in payment of the costs of
                    reconstruction and repair in the following manner and order:

                    (i)  Association - Lesser Damage. If the amount of the
                         estimated costs of reconstruction and repair which are
                         the responsibility of the Association is less than
                         $100,000, then the construction fund shall be disbursed
                         in payment of such costs upon the order of the Board of
                         Directors of the Association; provided, however, that
                         upon request to the Insurance Trustee (if appointed) by
                         an Institutional First Mortgagee which is a beneficiary
                         of an insurance policy, the proceeds of which are
                         included in the construction fund, such fund shall be
                         disbursed in the manner provided below for the
                         reconstruction and repair of major damage.

                    (ii) Association - Major Damage. If the amount of the
                         estimated costs of reconstruction and repair which are
                         the responsibility of the Association is more than
                         $100,000, then the construction fund shall be disbursed
                         in payment of such costs in the manner contemplated by
                         subparagraph (i) above, but then only upon the further
                         approval of an architect qualified to practice in
                         Florida and employed by the Association to supervise
                         the work.

                    (iii) Unit Owner. If there is a balance of insurance
                         proceeds payment of all costs of reconstruction and
                         repair that are the responsibility of the Association,
                         this balance may be used by the Association to effect
                         repairs to the Optional Property (if not insured or if
                         under-insured), or may be distributed to Owners of the
                         Optional Property who have the responsibility for
                         reconstruction and repair thereof. The distribution
                         shall be in the proportion that the estimated cost of
                         reconstruction and repair of such damage to each
                         affected Unit Owner bears to the total of such
                         estimated costs to all affected Unit Owners, as
                         determined by the Board; provided, however, that no
                         Unit Owner shall be paid an amount in excess of the
                         estimated costs of repair for his portion of the
                         Optional Property. All proceeds must be used to effect
                         repairs to the Optional Property, and if insufficient
                         to complete such repairs, the Owners shall pay the
                         deficit with respect to their portion of the Optional
                         Property

                                       34

<PAGE>
EXHIBIT 10.1

                         and shall promptly effect the repairs. Any balance
                         remaining after such repairs have been effected shall
                         be distributed to the affected Unit Owners and their
                         mortgagees jointly as elsewhere herein contemplated.

                    (iv) Surplus. It shall be presumed that the first monies
                         disbursed in payment of costs of reconstruction and
                         repair shall be from insurance proceeds. If there is a
                         balance in a construction fund after payment of all
                         costs relating to the reconstruction and repair for
                         which the fund is established, such balance shall be
                         distributed to the beneficial Owners of the fund in the
                         manner elsewhere stated; except, however, that that
                         part of a distribution to an Owner which is not in
                         excess of Assessments paid by such Owner into the
                         construction fund shall not be made payable jointly to
                         any mortgagee.

                    (v)  Certificate. Notwithstanding the provisions herein, the
                         Insurance Trustee (if appointed) shall not be required
                         to determine whether or not sums paid by Unit Owners
                         upon Assessments shall be deposited by the Association
                         with the Insurance Trustee (if appointed), nor to
                         determine whether the disbursements from the
                         construction fund are to be made upon the order of the
                         Association alone or upon the additional approval of an
                         architect or otherwise, nor whether a disbursement is
                         to be made from the construction fund, nor to determine
                         whether surplus funds to be distributed are less than
                         the Assessments paid by Owners, nor to determine the
                         payees nor the amounts to be paid. The Insurance
                         Trustee (if appointed) may rely upon a certificate of
                         the Association, made by its President and Secretary,
                         as to any or all of such matters and stating that the
                         sums to be paid are due and properly payable, and
                         stating the names of the payees and the amounts to be
                         paid.

     15.4      Assessments. If the proceeds of the insurance are not sufficient
               to defray the estimated costs of reconstruction and repair to be
               effected by the Association, or if at any time during
               reconstruction and repair, or upon completion of reconstruction
               and repair, the funds for the payment of the costs of
               reconstruction and repair are insufficient, Assessments shall be
               made against the Unit Owners in sufficient amounts to provide
               funds for the payment of such costs. Such Assessments on account
               of damage to the Insured Property shall be in proportion to all
               of the Owners' respective shares in the Common Elements. Costs on
               account of damage to the Optional Property shall be charged to
               each Owner in proportion to the cost of repairing the damage
               suffered by each Owner thereof, as determined by the Association.

     15.5      Benefit of Mortgagees. Certain provisions in this Section 15 are
               for the benefit of mortgagees of Units and may be enforced by any
               of them.

                                       35
<PAGE>
EXHIBIT 10.1

     16.  Condemnation.

     16.1      Deposit of Awards with Insurance Trustee. The taking of portions
               of the Condominium Property by the exercise of the power of
               eminent domain shall be deemed to be a casualty, and the awards
               for that taking shall be deemed to be proceeds from insurance on
               account of the casualty and shall be deposited with the Insurance
               Trustee (if appointed). Even though the awards may be payable to
               Unit Owners, the Unit Owners shall deposit the awards with the
               Insurance Trustee (if appointed); and in the event of failure to
               do so, in the discretion of the Board of Directors of the
               Association, a special charge shall be made against a defaulting
               Unit Owner in the amount of his award, or the amount of that
               award shall be set off against the sums hereafter made payable to
               that Unit Owner.

     16.2      Determination Whether to Continue Condominium. Whether the
               Condominium will be continued after condemnation will be
               determined in the manner provided for determining whether damaged
               property will be reconstructed and repaired after casualty. For
               this purpose, the taking by eminent domain also shall be deemed
               to be a casualty.

     16.3      Disbursement of Funds. If the Condominium is terminated after
               condemnation, the proceeds of the awards and special Assessments
               will be deemed to be insurance proceeds and shall be owned and
               distributed in the manner provided with respect to the ownership
               and distribution of insurance proceeds if the Condominium is
               terminated after a casualty. If the Condominium is not terminated
               after condemnation, the size of the Condominium will be reduced
               and the property damaged by the taking will be made usable in the
               manner provided below. The proceeds of the awards and special
               Assessments shall be used for these purposes and shall be
               disbursed in the manner provided for disbursement of funds by the
               Insurance Trustee (if appointed) after a casualty, or as
               elsewhere in this Section 16 specifically provided.

     16.4      Unit Reduced But Habitable. If the taking reduces the size of a
               Unit and the remaining portion of the Unit can be made habitable
               (in the sole opinion and discretion of the Association), the
               award for the taking of a portion of the Unit shall be used for
               the following purposes in the order stated and the following
               changes shall be made to the Condominium:

               (a)  Restoration of the Unit. The Unit shall be made habitable.
                    If the cost of the restoration exceeds the amount of the
                    award, the additional funds required shall be charged
                    against the Owner of the Unit. The Association shall have
                    the right to collect and enforce such costs and charges as
                    elsewhere provided in accordance with this Declaration,
                    pursuant to subsection 19.2 and applicable law.

               (b)  Distribution of Surplus. The balance of the award in respect
                    of the Unit, if any, shall be distributed to the Owner of
                    the Unit and to each mortgagee of

                                       36

<PAGE>
EXHIBIT 10.1

                    the Unit, the remittance being made payable jointly to the
                    Owner and such mortgagees.

               (c)  Adjustment of Shares in Common Elements. If the floor area
                    of the Unit is reduced by the taking, the percentage
                    representing the share in the Common Elements and of the
                    Common Expenses and Common Surplus appurtenant to the Unit
                    shall be reduced by multiplying the percentage of the
                    applicable Unit prior to reduction by a fraction, the
                    numerator of which shall be the area in square feet of the
                    Unit after the taking and the denominator of which shall be
                    the area in square feet of the Unit before the taking. The
                    shares of all Unit Owners in the Common Elements, Common
                    Expenses and Common Surplus shall be restated as follows:

                    (i)    add the total of all percentages of all Units after
                           reduction as aforesaid (the "Remaining Percentage
                           Balance"); and

                    (ii)   divide each percentage for each Unit after reduction
                           as aforesaid by the Remaining Percentage Balance.

                    The result of such division for each Unit shall be the
                    adjusted percentage for such Unit.

     16.5      Unit Made Uninhabitable. If the taking is of the entire Unit or
               so reduces the size of a Unit that it cannot be made habitable
               (in the sole opinion and discretion of the Association), the
               award of the taking of the Unit shall be used for the following
               purposes in the order stated and the following changes shall be
               made to the Condominium Property:

               (a)  Payment of Award. The awards shall be paid first to the
                    applicable Institutional First Mortgagees in amounts
                    sufficient to pay off their mortgages in connection with
                    each Unit which is not so habitable; second, to the
                    Association for any due and unpaid Assessments; third,
                    jointly to the affected Unit Owners and other mortgagees of
                    their Units. In no event shall the total of such
                    distributions in respect to a specific Unit exceed the
                    market value of such Unit immediately prior to the taking.
                    The balance, if any, shall be applied to repairing and
                    replacing the Common Elements.

               (b)  Addition to Common Elements. The remaining portion of the
                    Unit, if any, shall become part of the Common Elements and
                    shall be placed in a condition allowing, to the extent
                    possible, for use by all of the Unit Owners in the manner
                    approved by the Board of Directors of the Association;
                    provided that if the cost of the work therefor shall exceed
                    the balance of the funds from the award for the taking, such
                    work shall be approved in the manner elsewhere required for
                    capital improvements to the Common Elements.

                                       37
<PAGE>
EXHIBIT 10.1

               (c)  Adjustment of Shares. The shares in the Common Elements,
                    Common Expenses and Common Surplus appurtenant to the Units
                    that continue as part of the Condominium shall be adjusted
                    to distribute the shares in the Common Elements, Common
                    Expenses and Common Surplus among the reduced number of Unit
                    Owners (and among reduced Units). This shall be effected by
                    restating the shares of continuing Unit Owners as follows:

                    (i)    add the total of all percentages of all Units of
                           continuing Owners prior to this adjustment, but after
                           any adjustments made necessary by subsection 16.4(c)
                           hereof (the "Percentage Balance"); and

                    (ii)   divide the percentage of each Unit of a continuing
                           Owner prior to this adjustment, but after any
                           adjustments made necessary by subsection 16.4(c)
                           hereof, by the Percentage Balance.

                           The result of such division for each Unit shall be
                           the adjusted percentage for such Unit.

               (d)  Assessments. If the balance of the award (after payments to
                    the Unit Owner and such owner's mortgagees as above
                    provided) for the taking is not sufficient to alter the
                    remaining portion of the Unit for use as a part of the
                    Common Elements, the additional funds required for such
                    purposes shall be raised by Assessments against all of the
                    Unit Owners who will continue as Owners of Units after the
                    changes in the Condominium effected by the taking. The
                    Assessments shall be made in proportion to the applicable
                    percentage shares of those owners after all adjustments to
                    such shares effected pursuant hereto by reason of the
                    taking.

               (e)  Arbitration. If the market value of a Unit prior to the
                    taking cannot be determined by agreement between the Unit
                    Owner, mortgagees of the Unit, and the Association within
                    thirty (30) days after notice of a dispute by any affected
                    party, such value shall be determined by arbitration in
                    accordance with the then existing rules of the American
                    Arbitration Association, except that the arbitrators shall
                    be two appraisers appointed by the American Arbitration
                    Association who shall base their determination upon an
                    average of their appraisals of the Unit. A judgment upon the
                    decision rendered by the arbitrators may be entered in any
                    court of competent jurisdiction in accordance with the
                    Florida Arbitration Code. The cost of arbitration
                    proceedings shall be assessed against all Unit Owners,
                    including Owners who will not continue after the taking, in
                    proportion to the applicable percentage shares of such
                    Owners as they exist prior to the adjustments to such shares
                    effected pursuant hereto by reason of the taking.

     16.6      Taking of Common Elements. Awards for the taking of Common
               Elements shall be used to render the remaining portion of the
               Common Elements usable in the manner approved by the Board of
               Directors of the Association; provided, that if


                                       38
<PAGE>
EXHIBIT 10.1

               the cost of such work shall exceed the balance of the funds from
               the awards for the taking, the work shall be approved in the
               manner elsewhere required for capital improvements to the Common
               Elements. The balance of the awards for the taking of Common
               Elements, if any, shall be distributed to the Unit Owners in the
               shares in which they own the Common Elements after adjustments to
               these shares are effected pursuant hereto by reason of the
               taking. If there is a mortgage on a Unit, the distribution shall
               be paid jointly to the Owner and the mortgagees of the Unit.

     16.7      Amendment of Declaration. The changes in Units, in the Common
               Elements, in the ownership of the Common Elements, and in the
               share of the Common Expenses and Common Surplus that are effected
               by the taking shall be evidenced by an amendment to this
               Declaration of Condominium that is only required to be approved
               by, and executed upon the direction of, a majority of all
               Directors of the Association.

17.  Occupancy and Use Restrictions. In order to provide for congenial occupancy
     and use of the Condominium Property, for the protection of the values of
     the Units, and in recognition of use of property as a hotel, the use of the
     Condominium Property shall be restricted to and shall be in accordance with
     the following provisions:

     17.1      Residential Units and Commercial Unit(s).

               (a)  Residential Units. Residential Units may be only used for
                    transient purposes as set forth within the Rental Pool
                    Agreement and in accordance with all applicable county and
                    state codes.

               (b)  Commercial Units. The Commercial Units may only be occupied
                    and/or used for such commercial usage as is permitted by
                    municipal, county and state codes.

                    Developer makes no guarantee, warranty or representation as
                    to the use of the Commercial Units. Furthermore, the
                    Developer makes no representation or guarantee that the
                    Commercial Units will be used for any particular purpose or
                    to provide any services or amenities to the Unit Owners. The
                    Developer and its successors and assigns and subsequent
                    Owners of the Commercial Units shall have the right to
                    operate, occupy, lease or rent for its own behalf all or any
                    portion of said Commercial Units to one (1) or more persons
                    and/or entities for the purpose of providing commercial
                    services to the Unit Owners, as well as to the general
                    public.

                    The rights of Residential Unit Owners to use Unit C-3 shall
                    be limited to the extent granted in, and subject to the
                    restrictions of, Section 3.3(d), and the obligation for
                    payment of the assessments as set forth in Section 12. It is
                    contemplated (but without creating an obligation whatsoever)
                    that in addition to use as a typical hallway for pedestrian
                    passage, the Unit C-3 will be utilized by the Owner of Unit
                    C-3 in such a manner as to provide


                                       39
<PAGE>
EXHIBIT 10.1

                    hotel features for the condominium, which may include (again
                    without obligation, and without limitation) housekeeping,
                    leasing and transient rental services and reservation
                    services, room service, personal services, etc.

                    The provisions of this subsection 17.1 shall not be amended
                    without the affirmative vote of not less than 66-2/3% of the
                    Residential Unit Owners and not less than 100% of the
                    Commercial Unit Owners.

     17.2      Children. Children shall be permitted to reside in the
               Residential Units, subject to the provisions of subsection 17.1
               above.

     17.3      Pets. Neither tenants, guests of Owners nor Owners are permitted
               to maintain pets on the Condominium Property. No reptiles or
               wildlife shall be kept in or on the Condominium Property
               (including Units). Without limiting the generality of Section 19
               hereof, violation of the provisions of this subsection shall
               entitle the Association to all of its rights and remedies,
               including, but not limited to, the right to fine Unit Owners (as
               provided in any applicable rules and regulations) and/or to
               require, through order of the Board, any pet to be permanently
               removed from the Condominium Property.

     17.4      Hotel Related Service. The Owner of Unit C-3 shall have the
               exclusive right (but not the obligation) to provide hotel and/or
               transient rental services, including, but not limited to,
               solicitation and/or provision of housekeeping, personal services
               (i.e., massage, personal training, dry cleaning, etc.) and/or
               food and beverage service, to the Condominium Property and the
               Unit Owners. No amendment to this Declaration or rule of the
               Association shall be adopted to impair or abridge the rights
               herein granted without an affirmative vote of not less than 75%
               of the voting interests of the Residential Unit Owners and 100%
               of the voting interests of the Commercial Unit Owners.

     17.5      Alterations. Without limiting the generality of subsection 9.1
               hereof and except as otherwise provided in this Declaration, no
               Unit Owner shall cause or allow improvements or changes to any
               Residential Unit, Unit C-3 or Common Elements, including, but not
               limited to, painting or other decorating of any nature,
               installing any electrical wiring, television antenna, machinery,
               pools, whirlpools or saunas or air-conditioning Units or in any
               manner changing the appearance of any portion of the Building.
               Curtains, drapes or other window coverings (or linings thereof)
               which face the exterior windows or glass doors of Units shall be
               white or off-white in color and shall be subject to disapproval
               by the Owner of Unit C-3 and the Association, in which case they
               shall be removed and replaced with acceptable items.

     17.6      Nuisances. No nuisances (as defined by the Association) shall be
               allowed on the Condominium Property, nor shall any use or
               practice be allowed which is a source of annoyance to residents
               or occupants of Units or which interferes with the peaceful
               possession or proper use of the Condominium Property by its
               residents


                                       40
<PAGE>
EXHIBIT 10.1

               or occupants. No activity specifically permitted by this
               Declaration, including, without limitation, activities or
               businesses conducted in the Commercial Units, shall be deemed a
               nuisance.

     17.7      No Improper Uses. No improper, offensive, hazardous or unlawful
               use shall be made of the Condominium Property or any part
               thereof, and all valid laws, zoning ordinances and regulations of
               all governmental bodies having jurisdiction thereover shall be
               observed. Violations of laws, orders, rules, regulations or
               requirements of any governmental agency having jurisdiction
               thereover, relating to any portion of the Condominium Property,
               shall be corrected by, and at the sole expense of, the party
               obligated to maintain or repair such portion of the Condominium
               Property, as elsewhere herein set forth. Notwithstanding the
               foregoing and any provisions of this Declaration, the Articles of
               Incorporation or Bylaws, the Association shall not be liable to
               any person(s) for its failure to enforce the provisions of this
               subsection 17.8.

     17.8      Leases. It is intended that the Residential Units may be used for
               transient and/or hotel rentals. As such, leasing of Residential
               Units or portions thereof shall only be subject to the terms and
               conditions contained within the Rental Pool Agreement unless
               expressly provided herein. Each tenant or occupant shall comply
               with the covenants, terms, conditions and restrictions of this
               Declaration (and all Exhibits hereto), and with any and all rules
               and regulations adopted by the Association from time to time. The
               Residential Unit Owner will be jointly and severally liable with
               the tenant to the Association and/or the Owner of Unit C-3 for
               any amount which is required by the Association and/or the Owner
               of Unit C-3 to repair any damage to the Common Elements and/or
               Unit C-3 resulting from any acts or omissions of the tenant (as
               determined in the sole discretion of the Association and/or the
               Owner of Unit C-3) and to pay any claim for injury or damage to
               property caused by the negligence of the tenant and special
               charges may be levied against the Residential Unit therefor. All
               tenancies are hereby made subordinate to any lien filed by the
               Association, whether prior or subsequent to such lease.
               Notwithstanding the foregoing, there shall be no minimum lease
               term for the rental of Residential Units, nor shall there be a
               maximum number of times that a Residential Unit may be leased. By
               this provision, it is expressly understood and agreed that
               transient rental of Residential Units is expressly authorized and
               permitted. There shall be no amendment to this Section 17.9, or
               to any other provision of the Declaration which shall impair the
               rights established in this Section 17.9, without the prior
               approval of 75% of the entire voting interests of the Residential
               Unit Owners and 100% of the entire voting interests of the
               Commercial Unit Owners.

     17.9      Exterior Improvements Landscaping. Without limiting the
               generality of subsections 9.1 or 17.4 hereof, no Unit Owner shall
               cause anything to be affixed or attached to, hung, displayed or
               placed on the exterior walls, doors, balconies or windows of the
               Building (including, but not limited to, awnings, signs, screens,
               window tinting, furniture, fixtures and equipment), without the
               prior written consent of the Association and the Owner of Unit
               C-3.

                                       41
<PAGE>
EXHIBIT 10.1

     17.10     Effects on Developer; Association. The restrictions and
               limitations set forth in this Section 17, other then subsections
               17.3 and 17.8, shall not apply to the Developer, the Owner of
               Unit C-3 nor to Units owned by or leased to the Developer.

18.  Selling, Transferring and Mortgaging of Unit. The following shall apply to
     all sales, transfers and mortgages of Units:

     18.1      Sales. There shall be no restriction on the right of any
               Residential Unit Owner to sell, convey, or transfer his
               Residential Unit. However, all sales, conveyances or transfers of
               any Residential Unit shall be subject to the terms and conditions
               of the Rental Pool Agreement. Every new Residential Unit Owner
               will be required to execute the Rental Pool Agreement when title
               is transferred to such new Residential Unit Owner. Additionally,
               every new Residential Unit Owner must notify the Association of
               his purchase or acquisition of the Residential Unit by providing
               the Association with a copy of the deed where the Residential
               Unit Owner acquired title to his Residential Unit. Any deed or
               conveyance to a new Residential Unit Owner shall automatically be
               deemed to provide that the acceptance thereof by the grantee
               shall constitute an assumption of the provisions of the
               Declaration, the Bylaws, the Articles of Incorporation,
               applicable rules and regulations, and all other agreements,
               documents or instruments affecting the Condominium Property, as
               the same may be amended from time to time.

     18.2      No Severance of Ownership. Subject to the provisions of Section
               17.8 of this Declaration, no part of the Common Elements may be
               sold, conveyed or otherwise disposed of, except as an
               appurtenance to the Unit in connection with a sale, conveyance or
               other disposition of the Unit to which such interest is
               appurtenant, and any sale, conveyance or other disposition of a
               Unit shall be deemed to include that Unit's appurtenant interest
               in the Common Elements.

     18.3      Gifts and Devises, etc. Any Unit Owner shall be free to convey or
               transfer his Unit by gift, to devise his Unit by will, or to have
               his Unit pass by intestacy, without restriction; provided,
               however, that each succeeding Unit Owner shall be bound by, and
               his Unit subject to, the provisions of this Section 18.

     18.4      Mortgage of Units. Each Unit Owner shall have the right to
               mortgage his Unit without restriction.

19.  Compliance and Default. Each Unit Owner, every occupant of a Unit, any and
     all tenants, other invitees of a Unit Owner, and the Association shall be
     governed by and shall comply with the terms of this Declaration and all
     exhibits annexed hereto, and the rules and regulations adopted pursuant to
     those documents, as the same may be amended from time to time. The
     Association (and Unit Owners, if appropriate) shall be entitled to the
     following relief in addition to the remedies provided by the Act and
     referenced in Section 24:

                                       42
<PAGE>
EXHIBIT 10.1

     19.1      Negligence. A Unit Owner shall be liable for the expense of any
               maintenance, repair or replacement made necessary by his
               negligence or by that of any member of his family or his or their
               guests, employees, agents or lessees, but only to the extent such
               expense is not met by the proceeds of insurance actually
               collected in respect of such negligence by the Association.

     19.2      Compliance. In the event a Unit Owner or occupant fails to
               maintain a Unit or fails to cause such Unit to be maintained, or
               fails to observe and perform all of the provisions of the
               Declaration, the Bylaws, the Articles of Incorporation of the
               Association, applicable rules and regulations, or any other
               agreement, document or instrument affecting the Condominium
               Property, in the manner required, the Association shall have the
               right to proceed in law or equity to require performance and/or
               compliance, to impose any applicable fines, to sue in a court of
               law for damages, to make a special charge against the Unit Owner
               and the Unit for the sums necessary to do whatever work is
               required to put the Unit Owner or Unit in compliance, and to hire
               an attorney to make a charge against the Unit Owner and Unit for
               the costs of such reasonable attorneys' fees incurred in
               requiring performance and/or compliance of the Unit Owner. In
               addition, the Association has the irrevocable right of access to
               each Unit during reasonable hours, when necessary, for the
               maintenance, repair, or replacement of any Common Elements or of
               any portion of a Unit to be maintained by the Association
               pursuant to the Declaration or as necessary to prevent damage to
               the Common Elements or to a Unit or Units.

     19.3      Fines. In the event a Unit Owner or occupant fails to observe and
               perform all of the provisions of the Declaration, the Bylaws, the
               Articles of Incorporation of the Association, applicable rules
               and regulations, or any other agreement, document or instrument
               affecting the Condominium Property in the manner required, the
               Association shall have the right to impose a fine against the
               Unit Owner and the Unit. The amount of any fine shall be
               determined by the Board of Directors of the Association, but in
               any event shall not exceed any maximum amount permitted by the
               Act, as such Act may be amended from time to time. Any fine shall
               be imposed by written notice to the Unit Owner or tenant, signed
               by an officer of the Association, which shall state the amount of
               the fine, the violation for which the fine is imposed, and shall
               specifically state that the Unit Owner or tenant has the right to
               contest the fine by delivering written notice to the Association
               within fourteen (14) days after receipt of the notice imposing
               the fine. If the Unit Owner or tenant timely and properly objects
               to the fine, a committee of other Unit Owners ("Unit Owner
               Committee") appointed by the Board of Directors of the
               Association for the purpose of conducting these types of hearings
               shall conduct a hearing within thirty (30) days after receipt of
               the Unit Owner's or tenant's objection, and shall give the Unit
               Owner or tenant not less than fourteen (14) days written notice
               of the hearing date. Such notice shall include:

                    (i)    A statement of the date, time and place of the
                           hearing;

                                       43
<PAGE>
EXHIBIT 10.1

                    (ii)   A statement of the provisions of the Declaration,
                           Association Bylaws, or Association rules which have
                           allegedly been violated; and

                    (iii)  A short and plain statement of the matters asserted
                           by the Association.

               At the hearing, the Unit Owner Committee shall conduct a
               reasonable inquiry to determine whether the alleged violation in
               fact occurred and that the fine imposed is appropriate. The Unit
               Owner or tenant shall have the right to attend the hearing and to
               respond to any material considered by the Association and to
               produce evidence on his behalf and to provide written and oral
               argument on all issues involved and shall have an opportunity at
               the hearing to review, challenge and respond to any material
               considered by the Association. If the Unit Owner or tenant fails
               to attend the hearing, then the hearing will be deemed waived and
               the Unit Owner Committee may ratify the fine without further
               proceedings. At the hearing, the Unit Owner Committee shall
               ratify the fine or if the Unit Owner Committee does not agree
               with the fine, it may reduce or eliminate the fine and shall give
               the Unit Owner or tenant written notice of its decision. Any fine
               shall be due and payable within fourteen (14) days after written
               notice of the imposition of the fine, or if a hearing is timely
               requested within fourteen (14) days after written notice of the
               Unit Owner Committee's decision at the hearing. If any fine is
               levied against a tenant and is not paid within fourteen (14) days
               after same is due, the Association shall have the right to evict
               the tenant as hereinafter provided.

     19.4      Costs and Attorneys' Fees. In any proceeding arising because of
               an alleged failure of a Unit Owner or the Association to comply
               with the requirements of the Act, this Declaration, the exhibits
               annexed hereto, or the rules and regulations adopted pursuant to
               said documents, as the same may be amended from time to time, the
               prevailing party shall be entitled to recover the costs of the
               proceeding and reasonable attorneys' fees (including appellate
               attorneys' fees).

     19.5      No Waiver of Rights. The failure of the Association or any Unit
               Owner to enforce any covenant, restriction or other provision of
               the Act, this Declaration, the exhibits annexed hereto, or the
               rules and regulations adopted pursuant to said documents, as the
               same may be amended from time to time, shall not constitute a
               waiver of their right to do so thereafter.

20.  Termination of Condominium. The Condominium shall continue until (i)
     terminated by casualty loss, condemnation or eminent domain, as more
     particularly provided in this Declaration, or (ii) such time as withdrawal
     of the Condominium Property from the provisions of the Act is authorized by
     consent of all of the Unit Owners owning all of the applicable interests in
     the Common Elements and by the written consent all of the holders of
     recorded liens affecting any of the Condominium Parcels. In the event such
     withdrawal is authorized as aforesaid, the Condominium Property shall be
     subject to an action for partition by any Unit Owner, mortgagee or lienor
     as if owned in common in which event


                                       44
<PAGE>
EXHIBIT 10.1

     the net proceeds of sale shall be divided among all Unit Owners in
     proportion to their respective interests in the Common Elements, provided,
     however, that no payment shall be made to a Unit Owner until there has
     first been paid off out of his share of such net proceeds all mortgages and
     liens on his Unit in the order of their priority. The termination of the
     Condominium, as aforesaid, shall be evidenced by a certificate of the
     Association executed by its President and Secretary, certifying as to the
     basis of the termination, and said certificate shall be recorded among the
     Public Records of Broward County, Florida.

     This Section may not be amended without the consent of the Primary
     Institutional First Mortgagee and of the Developer as long as it owns at
     least one (1) Unit.

21.  Additional Rights of Mortgagees and Others.

     21.1      Institutional First Mortgagees shall have the right, upon written
               request to the Association, to: (i) examine the Condominium
               documents and the Association's books and records; (ii) receive a
               copy of the Association's audited financial statement for the
               immediately preceding fiscal year, which audited financial
               statement must be available within sixty (60) days of the
               Association's fiscal year end; (iii) receive notices of and
               attend Association meetings; (iv) receive notice of any alleged
               default in any obligations hereunder by any Unit Owner, on whose
               Unit such Institutional First Mortgagee holds a mortgage, which
               is not cured within thirty (30) days of notice of default to the
               Unit Owner; and (v) receive notice of any substantial damage or
               loss to any portion of the Condominium Property.

     21.2      Any holder, insurer or guarantor of a mortgage on a Unit shall
               have, if first requested in writing, the right to timely written
               notice of (i) any condemnation or casualty loss affecting a
               material portion of the Condominium Property or the affected
               mortgaged Unit, (ii) a sixty (60) day delinquency in the payment
               of the Assessments on a mortgaged Unit, (iii) the occurrence of a
               lapse, cancellation or material modification of any insurance
               policy or fidelity bond maintained by the Association, (iv) any
               proposed termination of the Condominium, and (v) any proposed
               action which requires the consent of a specified number of
               mortgage holders.

     21.3      The approval, which approval shall not be unreasonably withheld,
               of not less than 51% of Institutional First Mortgagees shall be
               required to effect an amendment to the Declaration which alters,
               a provision relating to: (i) assessments and lien rights; (ii)
               insurance or fidelity bonds; (iii) maintenance responsibilities
               for the various portions of the Condominium Property; (iv)
               boundaries of any Unit; (v) convertibility of Units into Common
               Elements or Common Elements into Units except as set forth in
               Section 6.6 hereof; (vi) leasing of Units; (vii) restrictions on
               Owners' rights to sell or lease Units; and (vii) such other
               matters referred to in Section 6.5 hereof

22.  Covenant Running With the Land. All provisions of this Declaration, the
     Articles, Bylaws and applicable rules and regulations of the Association
     shall, to the extent


                                       45
<PAGE>
EXHIBIT 10.1

     applicable and unless otherwise expressly herein or therein provided to the
     contrary, be perpetual and be construed to be covenants running with the
     Land and with every part thereof and interest therein, and all of the
     provisions hereof and thereof shall be binding upon and inure to the
     benefit of the Developer and subsequent owner(s) of the Land or any part
     thereof, or interest therein, and their respective heirs, personal
     representatives, successors and assigns, but the same are not intended to
     create nor shall they be construed as creating any rights in or for the
     benefit of the general public. All present and future Unit Owners, tenants
     and occupants of Units shall be subject to and shall comply with the
     provisions of this Declaration, the Articles, Bylaws and applicable rules
     and regulations, as they may be amended from time to time. The acceptance
     of a deed of conveyance, or the entering into of a lease, or the entering
     into occupancy of any Unit, shall constitute an adoption and ratification
     of the provisions of this Declaration, the Articles, Bylaws and applicable
     rules and regulations of the Association, as they may be amended from time
     to time, including, but not limited to, a ratification of any appointments
     of attorneys in fact contained herein.

23.  Additional Provisions.

     23.1      Notices. All notices to the Association required or desired
               hereunder or under the Bylaws of the Association shall be sent by
               certified mail (return receipt requested) or registered mail to
               the Association in care of its office at the Condominium, or to
               such other address as the Association may hereafter designate
               from time to time by notice in writing to all Unit Owners. Except
               as provided specifically in the Act, all notices to any Unit
               Owner shall be sent by first class mail to the condominium
               address of such Unit Owner, or such other address as may have
               been designated by him from time to time, in writing, to the
               Association. All notices to mortgagees of Units shall be sent by
               first class mail to their respective addresses, or such other
               address as may be designated by them from time to time, in
               writing to the Association. All notices shall be deemed to have
               been given when mailed in a postage prepaid sealed wrapper,
               except notices of a change of address, which shall be deemed to
               have been given when received, or five (5) business days after
               proper mailing, whichever shall first occur.

     23.2      Interpretation. The Board of Directors of the Association shall
               be responsible for interpreting the provisions hereof and of any
               of the Exhibits attached hereto. Such interpretation shall be
               binding upon all parties unless wholly unreasonable. An opinion
               of legal counsel that any interpretation adopted by the
               Association is not unreasonable shall conclusively establish the
               validity of such interpretation.

     23.3      Mortgagees. Anything herein to the contrary notwithstanding, the
               Association shall not be responsible to any mortgagee or lienor
               of any Unit hereunder, and may assume the Unit is free of any
               such mortgages or liens, unless written notice of the existence
               of such mortgage or lien is received by the Association.

     23.4      Exhibits. There is hereby incorporated in this Declaration all
               materials contained in the Exhibits annexed hereto, except that
               as to such Exhibits, any conflicting


                                       46
<PAGE>
EXHIBIT 10.1

               provisions set forth therein as to their amendment, modification,
               enforcement and other matters shall control over those hereof

     23.5      Signature of President and Secretary. Wherever the signature of
               the President of the Association is required hereunder, the
               signature of a vice-president may be substituted therefor, and
               wherever the signature of the Secretary of the Association is
               required hereunder, the signature of an assistant secretary may
               be substituted therefor, provided that the same person may not
               execute any single instrument on behalf of the Association in two
               separate capacities.

     23.6      Governing Law. Should any dispute or litigation arise between any
               of the parties whose rights or duties are affected or determined
               by this Declaration, the Exhibits annexed hereto or applicable
               rules and regulations adopted pursuant to such documents, as the
               same may be amended from time to time, said dispute or litigation
               shall be governed by the laws of the State of Florida.

     23.7      Severability. The invalidity in whole or in part of any covenant
               or restriction, or any section, subsection, sentence, clause,
               phrase or word, or other provision of this Declaration, the
               Exhibits annexed hereto, or applicable rules and regulations
               adopted pursuant to such documents, as the same may be amended
               from time to time, shall not affect the validity of the remaining
               portions thereof which shall remain in full force and effect.

     23.8      Waiver. No provisions contained in this Declaration shall be
               deemed to have been waived by reason of any failure to enforce
               the same, without regard to the number of violations or breaches
               which may occur.

     23.9      Ratification. Each Unit Owner, by reason of having acquired
               ownership (whether by purchase, gift, operation of law or
               otherwise), and each occupant of a Unit, by reason of his
               occupancy, shall be deemed to have acknowledged and agreed that
               all of the provisions of this Declaration, the Articles and
               Bylaws of the Association, and applicable rules and regulations,
               are fair and reasonable in all material respects.

     23.10     Execution of Documents; Attorney-in-Fact. Without limiting the
               generality of other Sections of this Declaration and without such
               other Sections limiting the generality hereof, each Owner, by
               reason of the acceptance of a deed to such Owner's Unit, hereby
               agrees to execute, at the request of the Developer, all documents
               or consents which may be required by all governmental agencies to
               allow the Developer and its affiliates to complete the plan of
               development of the Land as such plan may be hereafter amended,
               and each such Owner further appoints hereby and thereby the
               Developer as such Owner's agent and attorney in fact to execute,
               on behalf and in the name of such Owner, any and all of such
               documents or consents. This power of attorney is irrevocable and
               coupled with an interest. The provisions of this subsection may
               not be amended without the consent of the Developer.

                                       47
<PAGE>
EXHIBIT 10.1

     23.11     Gender; Plurality. Wherever the context so permits, the singular
               shall include the plural, the plural shall include the singular,
               and the use of any gender shall be deemed to include all or no
               genders.

     23.12     Captions. The captions herein and in the Exhibits annexed hereto
               are inserted only as a matter of convenience and for ease of
               reference and in no way define or limit the scope of the
               particular document or any provision thereof.

     23.13     Access of Developer to Building and Units. For as long as
               Developer remains liable to the Condominium Association, under
               any warranty, whether statutory, express or implied, for any act
               or omission of Developer in the development, construction, sale
               and marketing of the Condominium Property, then Developer and its
               agents shall have the right, in Developer's sole discretion, and
               from time to time, to enter the Condominium Property for the
               purpose of inspecting, testing and surveying same, to determine
               the need for repairs, improvements or replacements, so as to
               permit Developer to fulfill its obligations under such
               warranties. Failure of the Association or of a Unit Owner to
               grant such access may result in the appropriate warranty being
               nullified and of no further force or effect.

     23.14     Parking Requirements. The City of Fort Lauderdale's applicable
               parking requirements shall be complied with at all times.

     23.15     Implied and Express Warranties. THE DEVELOPER EXPRESSLY DISCLAIMS
               ALL IMPLIED AND EXPRESS WARRANTIES WITH REGARD TO ANY ASPECT OF
               THIS CONDOMINIUM, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS
               FOR A PARTICULAR PURPOSE, EXCEPT THOSE IMPLIED WARRANTIES
               PERTAINING TO THE DEVELOPER AS REQUIRED UNDER FLORIDA STATUTES
               SECTION 718.203.

24.  Mandatory Nonbinding Arbitration of Disputes.

               (a)  Prior to the institution of court litigation, the parties to
                    a dispute, as further defined herein, shall petition the
                    Division of Florida Land Sales, Condominiums and Mobile
                    Homes of the Department of Business and Professional
                    Regulation (the "Division") for nonbinding arbitration.
                    Arbitration shall be conducted according to rules
                    promulgated by the Division. The filing of a petition for
                    arbitration shall toll the applicable statute of
                    limitations. For purposes of this Section 24, a dispute
                    shall be as defined pursuant to Florida Statute Section
                    718.1255, as amended from time to time.

               (b)  At the request of any party to the arbitration, such
                    arbitrator shall issue subpoenas for the attendance of
                    witnesses and the production of books, records, documents,
                    and other evidence and any party on whose behalf a subpoena
                    is issued may apply to the court for orders compelling such


                                       48
<PAGE>
EXHIBIT 10.1

                    attendance and production. Subpoenas shall be served and
                    shall be enforceable in the manner provided by the Florida
                    Rules of Civil Procedure. Discovery may in the discretion of
                    the arbitrator be permitted in the manner provided by the
                    Florida Rules of Civil Procedure.

               (c)  The arbitration decision shall be presented to the parties
                    in writing. An arbitration decision shall be final if a
                    complaint for a trial de novo is not filed within thirty
                    (30) days in a court of competent jurisdiction in which the
                    condominium is located. The right to file for a trial de
                    novo entities the parties to file a complaint in the
                    appropriate trial court for a judicial resolution of the
                    dispute. The prevailing party may be awarded reasonable
                    attorneys' fees, the costs of the arbitration, or both, in
                    an amount determined in the discretion of the arbitrator.

               (d)  The party who files a complaint for a trial de novo shall be
                    assessed the other party's arbitration costs, court costs,
                    and other reasonable costs, including attorneys' fees,
                    investigation expenses, and expenses for expert or other
                    testimony or evidence incurred after the arbitration hearing
                    if the judgment upon the trial de novo is not more favorable
                    than the arbitration decision. If the judgment is more
                    favorable, the party who filed a complaint for trial de novo
                    shall be awarded reasonable court costs and attorneys' fees.

               (e)  The decision of an arbitrator shall be final; however, such
                    a decision shall not be deemed final agency action. Nothing
                    in this provision shall be construed to foreclose parties
                    from proceeding in a trial de novo. If such judicial
                    proceedings are initiated, the final decision of the
                    arbitrator shall be admissible in evidence in the trial de
                    novo.

               (f)  Any party to an arbitration proceeding may enforce an
                    arbitration award by filing a petition in a court of
                    competent jurisdiction in which the condominium is located.
                    A petition may not be granted unless the time for appeal by
                    filing of a complaint for trial de novo has expired. If a
                    complaint for a trial de novo has been filed, a petition may
                    not be granted with respect to an arbitration award that has
                    been stayed. If the petition is granted, the petitioner may
                    recover reasonable attorneys' fees and costs incurred in
                    enforcing the arbitration award.

25.  Rights of Developer and Subsequent Owners of Unit C-3. The Developer and
     subsequent owners of Unit C-3 (and other parties to the extent expressly
     provided for) shall have the following rights with respect to the Unit C-3
     so long as the Developer or any subsequent owners own Unit C-3:

               (a)  The Developer, and its successors and assigns, and
                    subsequent owners of Unit C-3 shall have the right to
                    operate, occupy, lease or rent for its own benefit all or
                    any portion of the Unit C-3 to any persons and/or entities
                    for


                                       49
<PAGE>
EXHIBIT 10.1

                    the purpose of providing hotel services to persons
                    residing in this Condominium, as well as to the general
                    public.

               (b)  In order to provide access to the Unit C-3, the Developer
                    (so long as it owns at least Unit C-3), the Owners of
                    Residential Units and Owners of all Commercial Units
                    (excluding Unit C-3), lessees of all or any portion of the
                    Residential Units and any portion of the Commercial Units
                    (excluding Unit C-3) and their respective nominees,
                    invitees, grantees, successors and assigns, shall have a
                    non-exclusive easement for access to the Unit C-3 and all
                    areas appurtenant thereto over, under and through those
                    portions of the Common Elements of the condominium
                    customarily used for pedestrian and vehicular traffic,
                    including driveways, parking ramps, walkways, lobby areas,
                    elevators, halls and corridors, together with the use of
                    same. The foregoing easement of access shall remain in
                    existence, without restriction by other Unit Owners or the
                    Association and said easement shall be in addition to all
                    such other rights of access as any Unit Owner may have in a
                    condominium under the Act or pursuant to this Declaration.

               (c)  The Developer (so long as it owns Unit C-3) or the Owner of
                    Unit C-3 shall be the sole judge and have sole discretion as
                    to the size, contents, style, amounts, plans and
                    specifications of any improvements and/or equipment and
                    personalty that may be contained in Unit C-3 as well as be
                    the sole judge and have sole discretion as to the type or
                    style of operation of Unit C-3. The Developer (so long as it
                    owns Unit C-3) or the Owner of Unit C-3 may, from time to
                    time and at any time, without notice to any party
                    whatsoever, remove or change or alter any improvement,
                    personalty or equipment or mode of operation of commercial
                    enterprise. The foregoing shall include, but not be limited
                    to, the right to operate and conduct business therein within
                    such business hours as the Developer (so long as it owns
                    Unit C-3) or Owner of Unit C-3 shall determine. All
                    proceeds, rents, revenues, profits and income derived from
                    the operation of Unit C-3 shall belong to and be the sole
                    property of the Developer and/or the lessee or Owner of Unit
                    C-3, subject to the terms and provisions of the Rental Pool
                    Agreement.

               (d)  The Developer, as long as it is the Owner of Unit C-3, or
                    the Owner of Unit C-3 may make any addition, alteration or
                    improvement to Unit C-3 as long as: (i) all appropriate
                    governmental permits which are necessary for such addition,
                    alteration or improvement have been obtained, (ii) such
                    alteration, addition or improvement will not adversely
                    affect the structural integrity of the Building or cause any
                    damage to or adversely affect the Common Elements or the
                    Units, and (iii) such additions, alterations and
                    improvements are made in compliance with all laws, rules,
                    ordinances and regulations of all governmental authorities
                    having jurisdiction.

                                       50
<PAGE>
EXHIBIT 10.1

               (e)  Any restriction, limitation or provision contained in this
                    Declaration or Bylaws, Articles of Incorporation or Rules
                    and Regulations of the Association, as amended, shall not be
                    applicable if the effect of same would be: (i) to adversely
                    affect, diminish, impede, restrict, prohibit or inhibit the
                    exercise of the rights and privileges granted to the
                    Developer (while it owns Unit C-3) or the Owner of Unit C-3,
                    including their lessees, under Sections 3.3(d), 17.1(b) or
                    25 of this Declaration or (ii) inconsistent in any way with
                    or otherwise adversely affect, diminish, restrict, prohibit,
                    impede, or inhibit the use, operation or rental of Unit C-3
                    as provided in Sections 3.3(d), 17.1(b) or 25 of this
                    Declaration.

               (f)  The provisions contained within this Section 25 may not be
                    added to, amended or deleted without the written consent of
                    the Developer, so long as it owns Unit C-3, or without the
                    written consent of any subsequent Owner of Unit C-3.

     Notwithstanding anything contained above to the contrary, the Developer,
     upon the termination or expiration of the Rental Pool Agreement, may
     transfer title of Unit C-3 by quit claim deed to the Condominium
     Association. Once the Developer transfers ownership of Unit C-3 to the
     Condominium Association, the proportionate share allocated to each Unit
     shall equal the percentage share allocated to the Unit as set forth on
     Exhibit "A-3" to this Declaration divided by the aggregate of all
     percentage shares allocated to all Units except for the percentage share
     allocated to Unit C-3 as set forth on Exhibit "A-3" to this Declaration.

26.  Change of Name. The name "Fortune House", and all similar names, along with
     all logos associated therewith, are the proprietary tradenames and service
     marks of Developer or its affiliates. The Association and all Unit Owners
     shall have no rights to use the same for advertising or other purpose;
     provided that Association and the Unit Owners may use the name, "Fortune
     House" pursuant to a license agreement which is included within the terms
     of the Rental Pool Agreement. If the Developer or any of its affiliates
     shall ever cease to be employed under the Rental Pool Agreement, then upon
     such cessation of employment the name of The Condominium and The
     Association name shall be amended by deleting the name "Fortune House," and
     by adopting a different name.

                                       51
<PAGE>
EXHIBIT 10.1

IN WITNESS WHEREOF, the Developer has caused this Declaration to be duly
executed and its corporate seal to be hereunto affixed this _______ day of
_____________, 2000.

Signed, sealed and delivered in the presence of.

                                     TERREMARK  FORTUNE HOUSE #2,
                                     LTD., a Florida  limited partnership

                                     By:      Terremark Fortune House #2, Inc.,
------------------------------                a Florida corporation, its general
Name:                                         partner
      ------------------------


------------------------------                By:
Name:                                             ------------------------------
      ------------------------                    Name:
                                                        ------------------------
                                                  Title:
                                                         -----------------------
STATE OF FLORIDA  )

COUNTY OF MIAMI-DADE)

         The foregoing instrument was acknowledged before me this _______day of
_______________, 2000, by ___________________, as _________________________of ,
a , . He/She is personally known to me or has produced ____________________ as
identification.

                                              ---------------------------------
                                              Notary Public
                                              Name:
                                                    ---------------------------
                                              Commission Expires:
                                                                  -------------
                                              Serial Number:
                                                             ------------------

                                       52
<PAGE>
EXHIBIT 10.1

                                     JOINDER

Fortune House - Fort Lauderdale Beach Condominium Association, Inc., a Florida
corporation not for profit, hereby agrees to accept all the benefits and all of
the duties, responsibilities, obligations and burdens imposed upon it by the
provisions of this Declaration and Exhibits attached hereto.

         IN WITNESS WHEREOF, Fortune House - Fort Lauderdale Beach Condominium
Association, Inc. has caused these presents to be signed in its name by its
proper officer and its corporate seal to be affixed this ______ day of
_________________, 2000.

Signed, sealed and delivered in the presence of.

                                              FORTUNE HOUSE - FORT
                                              LAUDERDALE BEACH
                                              CONDOMINIUM ASSOCIATON, INC.

------------------------------
Print Name:                                   By:
            ------------------                    ------------------------------
                                                  Name:
------------------------------                          ------------------------
Print Name:                                       Title:
            ------------------                           -----------------------
                                                  Date:
                                                        ------------------------


STATE OF FLORIDA  )

COUNTY OF MIAMI-DADE)

         The foregoing instrument was acknowledged before me this _______day of
_______________, 2000, by _______________________, as
_________________________of ___________________________________________________,
a Florida corporation. He/She is personally known to me or has produced
____________________ as identification.


                                               ---------------------------------
                                               Notary Public
                                               Name:
                                                     ---------------------------
                                               Commission Expires:
                                                                   -------------
                                               Serial Number:
                                                              ------------------


                                       53
<PAGE>
EXHIBIT 10.1

                                  EXHIBIT "A-1"
                                       TO
                           DECLARATION OF CONDOMINIUM


BLOCK D, BIRCH OCEAN FRONT SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS
RECORDED IN PLAT BOOK 19, PAGE 26, OF THE PUBLIC RECORDS OF BROWARD COUNTY,
FLORIDA.

AND

LOT 1, BLOCK 3 OF BIRCH OCEAN FRONT SUBDIVISION, ACCORDING TO THE PLAT THEREOF,
AS RECORDED IN PLAT BOOK 19, PAGE 26, OF THE PUBLIC RECORDS OF BROWARD COUNTY,
FLORIDA.



                                       54
<PAGE>
EXHIBIT 10.1

                                  EXHIBIT "A-2"
                                       TO
                           DECLARATION OF CONDOMINIUM



[IDENTIFICATION OF UNITS]

[SURVEY]

[PLOT PLAN]

[GRAPHIC DESCRIPTION OF IMPROVEMENTS]

                                       55
<PAGE>
EXHIBIT 10.1

                                  EXHIBIT "A-3"
                                       TO
                           DECLARATION OF CONDOMINIUM



[UNDIVIDED INTERESTS OF THE UNIT]


                                       56
<PAGE>
EXHIBIT 10.1

                                  EXHIBIT "A-4"
                                       TO
                           DECLARATION OF CONDOMINIUM



[ARTICLES OF INCORPORATION - FORTUNE HOUSE - FORT LAUDERDALE BEACH CONDOMINIUM
ASSOCIATION, INC.]



                                       57
<PAGE>
EXHIBIT 10.1

                                  EXHIBIT "A-5"
                                       TO
                           DECLARATION OF CONDOMINIUM



[BYLAWS OF FORTUNE HOUSE - FORT LAUDERDALE BEACH CONDOMINIUM ASSOCIATION, INC.]



                                       58