OPERATING AGREEMENT

                                 BY AND BETWEEN

         AMERICAN LEISURE HOSPITALTY GROUP, INC. A FLORIDA CORPORATION,

                               AS "MASTER MANAGER"

                                       AND

           SONESTA ORLANDO, INC., A FLORIDA CORPORATION, AS "OPERATOR"

<PAGE>

SONESTA  ORLANDO  AT  TIERRA  DEL  SOL  RESORT
American  Leisure  Hospitality  Group,  Inc.
Operating  Agreement
Sonesta  Orlando,  Inc.
-----------------------

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

Article  1     Definitions                                       Page  4

Article  2     Appointment  of  Operator                         Page  19

Article  3     Operating  Standard;  Maintenance                 Page  24

Article  4     Rental  Program                                   Page  36

Article  5     Termination                                       Page  39

Article  6     Compensation                                      Page  43

Article  7     Damage  and  Destruction                          Page  45

Article  8     Condemnation                                      Page  46

Article  9     Insurance                                         Page  47

Article  10    Indemnification                                   Page  48

Article  11    Master Manager's and Operator's Covenants         Page 52

Article  12    Americans  with  Disabilities  Act                Page  59

Article  13    SONESTA  Proprietary  Marks                       Page  57

Article  14    Arbitration                                       Page  60

Article  15    General  Provisions                               Page  61

<PAGE>

     THIS OPERATING AGREEMENT (this "Agreement") is made as of January 29, 2005,
by  and  between AMERICAN LEISURE HOSPITALITY GROUP, INC., a Florida corporation
with its main office located in Orlando, Florida ("Master Manager")  and SONESTA
ORLANDO,  INC.,  a  Florida  corporation  with  its  main  office at c/o Sonesta
International  Hotels  Corporation,  in  Boston,  Massachusetts ("Operator").

                                R E C I T A L S:

     WHEREAS,  Master Manager is in contract(1) with Tierra Del Sol Resort, Inc.
("Owner"),  the  party that holds fee simple title to that certain real property
located  in  Davenport,  Florida,  totaling approximately 120+/- acres, which is
legally described in Exhibit "A" attached hereto (the "Land") to provide current
and  ongoing  services  during  and after the construction of the Tierra Del Sol
Resort  ("Resort");  and

     WHEREAS, Owner has contracted with AMERICAN LEISURE REAL ESTATE GROUP, INC.
("Developer")  to  construct  a  full-service  resort  upon  the  Land,  as more
particularly  described  in  Exhibit  "B":  Resort  Description;  and

     WHEREAS, the Resort will contain Associations appertaining to the owners of
commercial  and residential properties within the Resort that detail the various
rights,  responsibilities  and  economic  contributions  to  the maintenance and
upkeep  of  the  Resort  Elements within the control of each such association as
same  are  defined  and  described  in  the  body  of  this  Agreement  and  the
declarations  that  empower  them.  All such associations are referred to herein
collectively  as  Associations;

------------------------
(1)  Master  Manager's  authority  to  engage  the Operator for the Term of this
Agreement  is  based  upon the rights Master Manager has or will obtain from the
entities  that own or control the assets that are to be used in the operation of
the  hospitality business described herein. Notwithstanding the forgoing, Master
Manager discloses that it does not intend to acquire agreements with the various
owners' associations for longer than 3 years (or less) at any one time. Were any
such  contract not to be renewed or extended, the resulting lack of a management
relationship  with  a  homeowners association , or all of them, would not impair
Master  Manager  or  Operator  as  to their respective performance(s) under this
Agreement.  All  contracts  permit  the  sub-contracting  of  its  duties  and
responsibilities.  Renewal  of  such  contracts will be based on the desires and
intentions  of  the  parties  to  any  contract.

<PAGE>

     WHEREAS,  Master  Manager  will,  by  appropriate contracts, be the initial
manager  of  the  entirety(2)  of  the Resort including but not limited to those
assets  and  services  controlled  or  delegated by the various Associations and
individual  owners  of  property  within  the  Resort;  and

     WHEREAS,  Master  Manager  desires to subcontract and assign certain of its
management  duties  and  responsibilities  regarding the Resort to Operator, and
Operator  desires  to  assume  and perform such duties and responsibilities; and

     WHEREAS,  Master  Manager  and  Operator  further desire to enter into this
Agreement  to  establish  the  terms  and  scope  of the responsibilities of the
Parties,  the  compensation  for all services rendered and the division (and the
method  of  such  division)  of  the  net  revenues  afforded by this Agreement.

     NOW,  THEREFORE,  for  and  in consideration of the premises and the mutual
covenants contained in this Agreement and other good and valuable consideration,
the  receipt  of  which  is  hereby acknowledged, the Parties agree as follows:

                                   ARTICLE I.
                                  DEFINITIONS

     In addition to the terms defined elsewhere in this Agreement, the following
terms  shall  have  the  meanings  assigned  to  them herein, unless the context
otherwise  indicates:

1.1     "Accounting  Standards"  shall  mean  generally accepted accounting
         ----------------------
principles,  consistently  applied.  Such standards and procedures are sometimes
referred  to  herein  as  "GAAP".

1.2     "ADA"  shall  have  the  meaning  set  forth  in  SECTION  12.1.
        -----                                             -------------

1.3     "ADA  Compliant Units" shall have the meaning set forth in SECTION 12.2.
        --------------------                                       ------------

1.4     "Affiliate" shall mean any person or entity that directly or indirectly,
         ----------
through  one  or  more  intermediaries,  controls,  is controlled by or is under
common  control with another person or entity. The term "control" shall mean the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities,  by  contract  or  otherwise,  and  shall  in  any event include the
ownership  or  power  to  vote  a  minimum of fifty percent (50%) or more of the
outstanding  equity  interest  of  such  other  person.

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

(2)  Master  Manager  is  a  controlled subsidiary of American Leisure Holdings,
Inc.,  the  public  company  that  owns and controls Owner. It shall receive the
initial  contracts from all Associations and the owners of the Resort Commercial
Lots.

<PAGE>

1.5     "Annual  Plan"  shall mean the forecast of Resort Operations on a Fiscal
        -------------
Year  basis,  which shall include the information referenced in SCHEDULE 1.5.
                                                                -------------

1.6     "Associations"  Associations shall  mean the Homeowners Association or
HOA,  the  various  corporate  owners' associations of the condominiums and town
home neighborhoods within the Resort and the Master owners corporate entity, all
of  which  have  specific  authority and jurisdiction defined by their charters,
by-laws,  constituencies  and  real  property  assets.

1.7     "Base Management and Marketing Fee" shall have the meaning set forth in
         -----------------------------------
SECTION  6.1.1.
--------------

1.8     "Budget Guaranty" shall have the meaning set forth in SECTION 3.10.
        ----------------                                      ------------

1.9     "Capital  Budget" shall mean an estimate of the Capital Expenditures to
         ----------------
be  made  for  replacement of and additions to Furniture, Fixtures and Equipment
and  for  improvements  and  renovations  to  the Resort on a Fiscal Year basis.

1.10      "Capital  Expenditures" shall mean any expenditure that  would be
           ----------------------
capitalized  or  amortized  in  accordance  with  the  Accounting  Standards.

1.11     "CDD" shall mean WESTRIDGE COMMUNITY DEVELOPMENT DISTRICT, an existing
          ---
community  development  district,  which,  as  a  special  taxing district, will
finance,  construct,  purchase  and  own  the CDD Facilities and will assess all
owners  of  real  property within the District, including the Project, for their
share  of  the  cost  of  the capital installation of the CDD Facilities and the
maintenance,  operation  and  insurance  thereof.

1.12     "CDD  Board"  shall mean the board of directors of the CDD, which shall
          ----------
be  the  governing  body  of  the  CDD.

1.13     "CDD Facilities" shall mean the facilities within the Project that will
          --------------
be  financed, constructed and owned by the CDD as depicted on "Exhibit C".

1.14     "Claimant" shall have the meaning set  forth  in  SECTION  4.5.
          ---------                                        ------------

<PAGE>

1.15     "Claim"  shall  have  the  meaning  set  forth  in  SECTION  10.1.
          ------                                             -------------

1.16     "Clubhouse"  shall  mean  and  refer to the 84,000 +/- square foot
         ----------
luxury  clubhouse  that  will  include,  among  other  things,  the front office
facilities,  bars  and  restaurants,  an  exercise facility and spa, offices and
storage  facilities.

1.17     "Commencement  Date"  shall  mean  the  date  upon  which Operator
          -------------------
assumes the responsibilities for the full business operation of the Resort under
this  Agreement.  The following items, a-g, comprise the conditions precedent to
the  declaration  by  Master  Manager  of  the  Commencement  Date.

     (a)     Operator  has  reviewed  and  accepted: (i) the Master Declaration,
(ii)  the  initial  proposed  Master  Association  Budget and Master Association
Assessments,  (iii)  the  initial  proposed  Resort  Services  Budget and Resort
Services  Assessments,  (iv)  the  Prospectus  for  the  Condominium, including,
without  limitation,  the  Declaration  of Condominium, (v) the initial proposed
Condominium  Budget  and  Condominium  Assessments, (vi) any changes to the form
Rental  Management  Agreement  attached  hereto  as  "Exhibit  D".

     (b)  Operator  has  received  a  Certificate of Substantial Completion (AIA
Document  G704)  signed  by  Owner's architect, certifying that Phase One of the
Resort  has  been  constructed  and completed in substantial compliance with the
Plans  and  Specifications  accepted  by  Operator,  and  in accordance with all
applicable  laws,  ordinances,  rules  and  regulations;  and

     (c) A temporary or final certificate of occupancy has been issued for Phase
One  of  the  Resort and Resort Services Commercial Lots and all parties who are
required  to  be  licensed  for  all  business activities to be conducted at the
Resort  have  obtained  the  required  licenses  and  permits;  and

     (d)  The  initial  Furniture, Fixtures and Equipment have been provided and
installed  in  Phase One of the Resort (including the Resort Services Commercial
Lots);  and

     (e)  There  are at least one hundred fifty (150) Participating Units in the
Rental Program that contain the initial Furniture, Fixtures and Equipment and in
all  respects  are  ready  for  guest  use;  and

     (f)  Phase  One of the Resort (as defined in 'g', below) is in all respects
ready  for  occupancy  and full business operation by Operator, except for minor
details  (i.e.  "punch list" items) which, in Operator's reasonable judgment, do
not  materially  interfere  with  the  full  normal  operations  of  the Resort.

<PAGE>

     (g) The following elements of Phase One of the Resort, defined for purposes
of  this  Agreement  as: roadways and landscaping of the roadways (including the
roadways  to  and  from  US  27), pool, accessories and pool decks, food service
facilities  in  the  pool  area,  Clubhouse,  including  the  first floor office
facilities  for  Operator, Resort exterior paths and lighting therefore, parking
areas  with sufficient spaces to support the buildings for which certificates of
occupancy  are  sought and acquired, water drainage, retention, distribution and
irrigation  and  the Resort signage, are completed but for punch list items, and
are  in  all  respects  ready  for  guest  use.

     Master  Manager  and  Operator  shall  make  scheduled  weekly  inspections
starting  8  weeks  from the date that Phase One of the Resort is expected to be
completed  based  on  notification  of  same  from the Owner ("Owner's Projected
Completion  Date").  Master  Manager  shall  be  responsible  for  procuring the
Owner's  Projected  Completion  Date.  Upon  each inspection, Master Manager and
Operator  shall  compile a list of incomplete items and submit it to Owner for a
more  specific  completion  schedule.

     When  the  conditions  precedent to the occurrence of the Commencement Date
have been met,  Master Manager shall provide official written notice to Operator
that  the  Commencement  Date  shall occur 7 days from the date of said official
notice.

1.18     "Condominium"  shall  mean  a residential condominium that will be
         -----------
constructed  and established by the Declarant thereof, upon portions of the Land
that  will  be  governed  by  the Declaration of Condominium and operated by the
Condominium  Association formed for that purpose.  The Costa Del Sol Condominium
at  Tierra Del Sol, the first of such Condominiums, shall consist of One Hundred
Eighty  (180)  residential  condominium  units  located within Five (5) separate
freestanding  buildings.

1.19     "Condominium  Association"  shall  mean  a  Florida  not-for-profit
          ------------------------
corporation  comprised  of  the  Condominium  Unit  Owners  for  the  purpose of
operating  the  Condominium  such  as  the  Association entitled Costa Blanca At
Tierra  Del  Sol  Condominium  Association,  Inc.

<PAGE>

1.20     "Condominium  Association  Dues  And  Assessments"  shall  mean  the
          ------------------------------------------------
assessments  to be imposed by a Condominium Association to pay for the costs and
expenses  of  maintaining,  operating, insuring and replacing the property owned
and  or  operated by a Condominium Association as well as the costs allocated to
the  Unit  Owners  for  the  properties  and  services  of  the HOA and the RSP.

1.21     "Condominium  Association  Budget" shall mean the budget to be prepared
          --------------------------------
annually  by a Condominium Association with respect to the costs and expenses of
maintaining,  operating,  insuring  and  replacing  the  property  owned  and/or
operated  by  a  Condominium  Association.

1.22     "Condominium  Unit" shall mean a condominium unit within a Condominium.
          -----------------

1.23     "Condominium  Unit  Owner(s)"  shall  mean the record owner(s) of legal
          ----------------------------
title  to  a  Condominium  Unit.

1.24      "Confidential Information" shall have the meaning set forth in SECTION
           -------------------------                                     -------
3.9.
---

1.25     "Construction  Defects"  shall  have  the  meaning set forth in SECTION
          ----------------------                                         -------
10.1.

1.26     "Consumable  Supplies"  shall  mean office supplies, cleaning supplies,
          ---------------------
laundry and valet supplies, engineering supplies, guest supplies, collateral and
such other supplies as are consumed customarily on a daily basis with respect to
the  Resort  Operations, together with food and beverages that are to be offered
for  sale  to  guests  and  to  the  public.

1.27     "Declaration of Condominium" shall mean the Declaration of Condominium,
          ---------------------------
which  will  establish  the  Condominium  such as the Condominium to be known as
"COSTA  BLANCA  AT  TIERRA  DEL  SOL,  A  CONDOMINIUM.

1.28     "Effective Date" shall mean the date that the last of Owner or Operator
          ---------------
executes  this  Agreement  and  delivers  it  to  the  other  party.

1.29     "Environmental  Law"  shall mean those laws of the State of Florida and
          ------------------
its  authorized  agencies  and  the  United States of America and its authorized
agencies  and  the regulations, orders and rules promulgated or issued by any of
the  forgoing  that  regulate  the  use  or  condition  of  the  Land.

1.30     "Equipment  Lease"  shall  mean  any  lease  or  rental  agreement  for
          ----------------
Furniture,  Fixtures  and Equipment used in the Resort and/or in connection with
the  Resort  Operations  hereunder  that  has  been  approved by Master Manager.

<PAGE>

1.31     "Expenses" shall mean any and all expenses paid or incurred by Operator
          --------
or,  to  the extent specifically authorized by this Agreement, Master Manager in
connection  with  the  operation  of  the  Resort,  which  are to be included in
determining  Net  Income, as determined in accordance with the Uniform System of
Accounts  on  the accrual basis in accordance with generally accepted accounting
principles  consistently  applied, except that Expenses shall not include income
taxes,  depreciation and amortization, interest, personal property and equipment
lease  payments  on leases over 4 years in original length or lease payments for
any  single  item  of  equipment over $40,000 in retail value. Lease payments as
Expenses  shall  not  exceed a maximum per year of $100,000.00. Without limiting
the  generality  of the foregoing, Expenses shall include the following: (a) the
Base  Management  and  Licensing  Fee,  (b) any Marketing and Licensing Fee, (c)
out-of-pocket expenses incurred specifically for, on account of or in connection
with  the  operation  of  the  Resort,  including  reasonable travel expenses of
employees and executives of any of the Sonesta Group, consistent with the Annual
Plan,  (d) commission payments made to personnel of the Sonesta Group's regional
sales  offices  for  group  reservations made for the Resort (currently at 5% of
revenues),  (e)  a  reservation  fee  to  the  Sonesta Group for every guestroom
booking,  which  is  made  through  the  Sonesta  Group's  reservations  system
(currently  at  $16 per guestroom reservation), (f) Taxes (as defined in Section
6.4),  (g)  property and liability insurance premiums with respect to the Resort
and Resort Operations, (h) payments to a "shopping" service as part of a program
of  quality  assurance,  (i)  amounts  contributed  and/or  credited to the FF&E
Reserve  Accounts  for Resort Services Commercial Lots, (j) payments to Operator
for  services  provided to the Resort by the Sonesta Group's in-house executives
and/or  staff,  as  permitted  herein,  including  payments  of  purchasing fees
(pursuant  to Article 11.8), fees for training, public relations, and such other
services  which  are provided by Operator on an arms length basis, and which are
provided  for  in  the Annual Plan (k) amounts paid to Unit Owners in the Rental
Program pursuant to their Rental Management Agreements, (l) Owner's share of any
and  all  Association  assessments,  Shared Services Assessments and assessments
imposed  by the CDD and the rental payments made on account of the leases of the
Resort  Services  Commercial  Lots  by  Master  Manager  from the owners of said
properties  in  an  amount  equal to Ten Per Cent (10%) of the total capitalized
cost  of  such a Commercial Lot or property per year, for twenty (20) years(3).
The  following  shall not be treated as Expenses if paid out of the FF&E Reserve
Account:  (1)  payment for the design fees, if and when rendered specifically to
the  Resort,  and  (2)  a  mark-up  on  sales  to  the Resort by Operator or its
purchasing  subsidiary  or  affiliate,  presently  seven  percent  (7%), on such
capital  items  as  are  normally  purchased  by  Operator  or  such  purchasing
subsidiary  or  affiliate  for  use  by  hotels or resorts in the Sonesta Group.

------------------------
(3)  Master  Manager's  lease  payment  obligations  are set forth on Exhibit E.

<PAGE>

1.32     "FF&E Reserve" shall mean a  book account established by Master Manager
          ------------
and Operator to fund expenditures for the replacement of Furniture, Fixtures and
Equipment  and  other  Capital Expenditures for the Resort, excluding the Units,
and  further  described  in  SECTIONS  3.5  AND  3.6.
                             -----------------------

1.33     "Fiscal  Month"  shall  mean  a  calendar  month.
          -------------

1.34     "Fiscal  Year"  shall  mean  a  calendar  year.
          ------------

1.35     "Force  Majeure"  shall  mean  acts  of  God,  war, insurrection, civil
          --------------
commotion,  riots, strikes, lockouts, embargoes, shortages of labor or materials
specified  or  reasonably  necessary  in  connection  with  the  refurbishment,
equipping,  ownership  or  management  of  the  Resort, fire, acts of terrorism,
failure  of any applicable governmental authority to issue required governmental
permits  (not  applicable  to  the  party at  fault , if any, for the failure to
acquire  the  governmental  permit)  other  than  matters  caused  by  economic
conditions,  or any other similar event beyond a party's control or commercially
reasonable  duty  to  plan  for  that  prevents  that  party from performing its
obligations  under  this  Agreement.

1.36     "Fractional  Year"  shall  mean  and  refer  to  the  period  from  the
          ----------------
Commencement  Date to and including the last day of the Fiscal Year within which
such  Commencement  Date shall occur and, if this Agreement shall terminate upon
any  date  other than the last day of the Fiscal Year, the period from the first
day  of  the  Fiscal  Year during which the Term terminates to and including the
date  of  such  termination.

1.37     "Furniture,  Fixtures,  and  Equipment"  shall  mean  all  furniture,
          -------------------------------------
fixtures, furnishings and specialized equipment and systems, including Operating
Equipment  necessary  as  of the Commencement Date, in the judgment of Operator,
necessary  or  customary  (now  or  in  the  future)  with respect to the Resort
Operations,  but  excluding  furniture,  fixtures and equipment that are used in
Participating  Units,  or  is  to  be  supplied  by sub-tenants or other parties
pursuant  to agreements with such other parties, in accordance with the terms of
this  Agreement,  including,  but not limited to, all equipment required for the
operation  of housekeeping, kitchens, laundries, restaurants and bars, and other
equipment,  such  as  signs,  carpets, drapes, shades, tapestries, pictures, art
work,  chairs,  desks,  tables,  sofas,  wall  coverings,  televisions,  radios,
intercoms,  vehicles,  spas,  exercise  equipment,  pool furniture, recreational
equipment, telephone systems, A/V equipment, sound and security systems, on-site
computer property management systems, office furniture,  equipment and machinery
and  designer  fees  incurred with the reasonable approval of Master Manager and
Operator  after  the  Effective  Date  of  this  Agreement.

<PAGE>

1.38     "Gross Rental Revenues" shall mean all rental revenues derived from the
          ----------------------
rental  of  Participating  Units as part of the Rental Program, excluding sales,
county,  tourist,  room  and  all  other  taxes  collected in such room rentals.

1.39       "Gross  Revenues"  during any period shall mean any and all revenues,
            ---------------
fees  or  income  of  any  kind (net of allowances and returns) properly accrued
during  such  period and derived, directly or indirectly, from the Resort during
such period, including, without limitation, (i) the Gross Rental Revenues during
such  period  from  all  rooms;  (ii)  all revenues derived from other operating
departments,  including but not limited to food and beverage; and (iii) revenues
from  Resort  facilities  and  services  for  which a charge is imposed upon the
customer  on  a  per-use  basis,  including without limitation admission fees to
attractions  within the Resort operated by staff that report to Operator.  There
shall  be  excluded  in  determining  "Gross Revenues" for any period: (a) gross
receipts  of  any  commercial  tenant,  subtenant  or concessionaire, (b) sales,
occupancy  and excise taxes on transient rentals of rooms, meals or services and
any  other  taxes  collected from customers of the Resort, and (c) proceeds from
the sales of Condominium Units and Town Homes and any Timeshare or Vacation Club
sales  therein  Notwithstanding any of the forgoing, for purposes of calculating
Operator's  Base Management and Marketing Fee there shall be excluded from Gross
Revenues  six  per  cent  (6%)  of any departmental revenue if the Net Operating
Profit  from  the  department  or sub-department generating said revenue is less
than  3.0%  of  said  revenue.

<PAGE>

1.40      "Hazardous  Substances"  shall have the meaning set forth in the laws,
           ----------------------
regulations,  rules  and  orders promulgated under the laws described in Section
1.29.

1.41     "Incentive  Share"  shall  have the meaning set forth in Section 6.1.2.
          -----------------                                       -------------

1.42     "Independent  Auditor"  shall  mean  independent  certified  public
          ---------------------
accountants  selected  by  Operator  from  time  to  time and approved by Master
Manager,  such  approval not to be unreasonably withheld or delayed.  Initially,
the  Independent  Auditor  shall  be  jointly  decided.

1.43      "Land"  shall  mean  the real property upon which the Project is to be
           ----
constructed,  which  land  is  legally  described  on  the attached EXHIBIT "A".
                                                                    -----------

1.44     "Licenses"  shall  have  the  meaning  set  forth  in  SECTION  3.3.
          ---------                                             ------------

1.45     "Management  and  Licensing  Fee"  shall  have the meaning set forth in
          -------------------------------
SECTION  4.1.
    --------

1.46     "Master  Declaration"  shall  mean  the  "Declaration  of  Covenants,
          -------------------
Restrictions  And  Easements  for  Tierra  del Sol" to be recorded in the Public
Records  of Polk County, Florida, which shall impose upon all current and future
owners  of  any  portion  of  the  Land  and/or  improvements  thereon  certain
conditions,  covenants,  restrictions,  easements  and  assessment  obligations
designed  to preserve the value and conformity of the community and to provide a
mechanism  for  charging  and collecting funds required to maintain, operate and
insure  multiple  components of the community and enable it to be operated as an
integrated  resort.

1.47     "Master  Association"  shall  mean  the not-for-profit property owners'
          -------------------
association  to  be  created  by the Master Declaration, which shall be known as
TIERRA  DEL  SOL  OWNERS'  ASSOCIATION, INC., and which shall have the right and
obligation,  as  set  forth  in  the  Master  Declaration, to impose assessments
against  all  of  the owners of the of any portion of the Land encumbered by the
Master  Declaration (including, without limitation, the Condominium Unit Owners,
and  Town  Home  Owners,  and owner of the Resort Services Commercial Lots), for
their  share  of the costs and expenses of maintaining, operating, replacing and
insuring,  and  providing services in connection with, all of the property owned
and/or  operated  by  the  Master  Association.

<PAGE>

1.48     "Master  Association Dues Or Assessments" shall mean the assessments to
          ---------------------------------------
be  imposed  by  the  Master  Association  to  pay for the costs and expenses of
maintaining, operating and insuring the property owned, used, leased or operated
by  the  Master  Association  and  its  members.

1.49     "Master  Association  Budget"  shall  mean  the  budget  to be prepared
          ---------------------------
annually  by  the  Master  Association with respect to the costs and expenses of
maintaining,  operating,  insuring  the  property  owned  and/or operated by the
Master  Association.

1.50     "Net  Operating  Profit"  shall mean for any period the amount by which
          -----------------------
Gross  Revenues  exceed  expenses  as realized by Master Manager from all Resort
sources,  as  determined  by  GAAP.

1.51     "Non-Rooms  Gross Revenue" shall mean Gross Revenues minus Gross Rental
          ------------------------
Revenues.

1.52     "Operating  Equipment"  shall  mean  chinaware,  glassware,  linens,
          --------------------
silverware,  utensils  and  other  items of a like or similar nature used in the
Resort  Operations,  which  shall  be  selected  by  Operator and subject to the
approval  of  Master  Manager

1.53     "Operating  Standard"  shall have the meaning set forth in SECTION 3.1.
          -------------------                                       ------------

1.54     "Optional  Services"  shall mean the optional, Resort-related services,
          ------------------
if  any,  that  may  be provided by the Resort operation to those Resort guests,
owners  of  and  guests  in  Condominium  Units  and  Town Homes requesting such
services  for  a  fee  per service to be established from time to time by Master
Manager  and  Operator.

1.55     "Optional  Services  Agreements"  shall  mean those agreements, if any,
          ------------------------------
executed  by  and  between  Master  Manager  and  a  Condominium Unit Owner of a
Condominium  Unit or Town Home setting forth the terms and conditions upon which
the Resort operation may provide Optional Services upon request and for a fee to
be  established  from  time  to  time  by  Master  Manager.

1.56     "Owner" refers to a private entity (or multiple entities) that will own
          -----
the  Clubhouse,  including  but  not  limited  to  the  front  desk,  lobby,
back-of-the-house, main pools and pool deck, hotel bars and restaurants, fitness
center  and  other critical components (such as any profit center) of the Resort
(referred  to  in  this draft as the "Resort Services Commercial Lots") and that
these  components  will not be owned by any property owners' Association or CDD.

<PAGE>

1.57     "Participating  Condominium Unit" shall mean a Condominium Unit that is
          -------------------------------
participating  at  the  time  in  question  in  the  Rental  Program.

1.58     "Participating  Town Home" shall mean a Town Home that is participating
          ------------------------
at  the  time  in  question  in  the  Rental  Program.

1.59     "Participating  Units"  shall  mean,  collectively,  Participating
          --------------------
Condominium  Units  and  Participating  Town  Homes.

1.60     "Participating  Owner"  shall  mean  an  owner  of  a  Participating
          --------------------
Condominium  Unit  or  a  Participating  Town  Home.

1.61     "Pre-Opening  Budget"  shall  mean  the  budget  to  be prepared by the
          --------------------
Operator  and  submitted  to  and approved by Master Manager to cover the period
between  execution  hereof  through  the  Commencement  Date  (the  "Pre-Opening
Period").  Operator  shall  deliver  this budget not later than eight (8) months
prior to the anticipated Commencement Date, which sets forth the estimated costs
and  expenses  to  be incurred in opening the Resort and operating for the first
thirty  (30)  days,  as  set  forth  in  SECTION  11.5.
                                         -------------

1.62     "Pre-Opening  Expenses"  shall  mean all costs and expenses included in
          ----------------------
the Pre-Opening Budget and the Pre-Opening Agreement and incurred by Operator in
connection  with  preparing  the Resort for business operation including without
limitation  those  for  staffing the Resort, advertising, promotion, literature,
opening  ceremonies,  and  travel  and  business entertainment, whether incurred
prior to or concurrently with the beginning of business operation of the Resort.
Pre-Opening  Expenses shall also include payments to be made to Operator for the
services  of  its  employees,  if  and  when rendered with the prior approval of
Master  Manager  in  connection with the opening of the Resort.  All Pre-Opening
Expenses  shall  be  in  accordance  with the Pre-Opening Budget, which shall be
reviewed  and  approved by Master Manager.  Pre-Opening Expenses shall include a
fee  to  Operator  equal  to  $24,000.00  for the month of February, 2005 and an
amount  equal to $8,000.00 per month after February, 2005 through the end of the
Pre-Opening  Period.  Operator  shall  invoice  for  such  fees and any expenses
incurred  pursuant  thereto.  Invoices  shall  be  paid  on  a  30-day  cycle.

<PAGE>

1.63     "Project"  shall  mean  the  Land  and all improvements now existing or
          -------
hereafter  constructed  on  the  Land,  including,  without  limitation: (a) the
infrastructure,  roadways,  entrance  feature and other improvements to be owned
and  governed  by the CDD, (b) the Condominium Units and other improvements that
are  or will be part of a Condominium and governed by a Condominium Association,
(c)  the  Town  Homes  and  community  improvements that will be governed by the
Master  Association,  (d)  the  Resort  Services Commercial Lots, (e) the Resort
Facilities  and (f) all other improvements now or hereafter constructed upon the
Land.

1.64     "Quarterly  Accounting  Period" shall mean each calendar quarter or any
          -----------------------------
portion  thereof,  if  applicable,  during  the  Term  of  this  Agreement.

1.65     "Rental  Management  Agreement  and  Unit Management Agreement: "Rental
          -----------------------------       --------------------------  ------
Management  Agreement" shall mean a written agreement between Master Manager and
   ------------------
Operator  detailing  the  rights  and  responsibilities  of  the  parties in the
operation  of  the  Rental Program.  "Unit Management Agreement" shall mean that
                                     ---------------------------
written  agreement  between  Master  Manager  and a Participating Owner that may
authorize  and  direct  Master  Manager  to  include  the  Participating Owner's
Condominium  Unit or Town Home in the Rental Program for rental to guests of the
Resort  (for  a  daily  or  extended  period  of  time)  as  part  of the Resort
Operations.  The  initial form of Rental Management Agreement approved by Master
Manager  and  Operator  is  attached  hereto  as  EXHIBITS  D-1  AND  D-2.
                                                  -----------------------

1.66     "Rental  Program" shall mean the voluntary rental program to be offered
          ---------------
to all Condominium Unit Owners and Town Home Owners, pursuant to which Operator,
as  agent for Master Manager, will offer for rent the Participating Units to the
public  to  be  guests of the Resort (for a daily or extended period of time) as
part  of  the  Resort Operations in accordance with the terms and conditions set
forth in the Rental Management Agreement between Master Manager and Operator and
the  Unit  Management  Agreements to be signed by all Participating Unit Owners.

1.67     "Resort" shall mean the hotel and resort to be constructed and operated
          ------
upon  the Land, initially to be named "SONESTA ORLANDO RESORT AT TIERRA DEL SOL"
and  all improvements now or hereafter constructed that are used and operated as
part of the hotel and resort together with all Furniture, Fixtures and Equipment
and  other  property  located  therein,  including,  without limitation: (a) the
Resort  Services  Commercial  Lots,  which  will  include  the Resort Facilities
(including  the  Clubhouse  and a housekeeping and maintenance support facility)
(b) the Participating Units within the Rental Program (at any time and from time
to  time)  and the applicable Rental Management Agreements, (c) the improvements
owned  and  operated by an  Association, if Operator is under contract to manage
the  Association,  (d)  the  improvements  owned  and  operated  by  the  Master
Association,  if  Operator  is  under  contract  to manage them as agent for the
Master  Manager, (e) the improvements owned and operated by the CDD, if Operator
is under contract to manage them as agent for the CDD Board, (c) and any further
residential  or  transient residential structures that will be used by guests of
the  Resort  and  operated by Operator in conjunction with and/or as part of the
Resort  Commercial  Lots.

<PAGE>

1.68     "Resort  Services" shall mean those services to be provided by Operator
         -----------------
pursuant  to  this  Agreement.

1.69     "Resort  Operations"  shall mean Operator's operation and management of
          -------------------
the Resort and Resort Facilities, and provision of the Resort Services.  "Resort
Operations"  shall  not  include  the  following services, (a) management of the
Master  Association  and/or Condominium Association, if operated by anyone other
than  Operator,  (b)  management  of  the  CDD, if operated by anyone other than
Operator,  (c)  sales  and  marketing  through  TraveLeaders  and Hickory Travel
Systems  and  any  other subsidiary of AMLH, (d) managing of all sales, resales,
timeshare  or  Vacation  Club  sales  of Condominium Units and Town Homes in the
Project  and  (e)  management  of  any  Unit  that  is not a Participating Unit.

1.70     "Master  Manager  Share"  shall mean and refer to Master Manager's  net
         -----------------------
share  after  the  payment of the Operator's Incentive Share  pursuant to either
Section  6.1  or  6.2,  plus,  the  excess  of  the Management and Licensing Fee
referenced  in  SECTION  4.1  over  the  Base  Management  and  Licensing  Fee.
                ------------

1.71      "Resort Services Assessments" shall mean the assessments to be imposed
           ---------------------------
by  the Master Association (HOA) for the costs of the Resort Services Commercial
Lots  to  pay  for  the  costs  and  expenses  of  the  Resort Facilities, which
assessments,  when  added  to  the  Condominium Association dues or assessments,
Master  Association  dues  or  assessments  and  CDD taxes must be sufficient to
cover, without limitation, all costs and expenses of maintaining, administering,
operating,  marketing  and  insuring  the  Resort  facilities.

<PAGE>

1.72     "Resort  Facilities  Budget"  shall  mean  the  budget  to  be prepared
          --------------------------
annually  by  Master  Manager and Operator for the Owners of the Resort Services
Commercial Lots with respect to the costs and expenses of the Resort Operations,
excluding  those covered by the Condominium Budget, Master Budget, CDD Budget or
Rental  Program  for  Participating  Units.

1.73     "Resort  Operating  Accounts" shall mean those bank accounts maintained
in  trust  by  Operator  for  Master  Manager,  including  the  F, F & E reserve
accounts, into which the revenues from all sources of the Master Manager and the
Resort  are deposited and from which the Expenses, replacement costs, taxes, the
Operator's  fees  and  Incentive Share and the  Master Manager's Share are paid.

1.74     "Resort  Services  Commercial  Lots"  shall  mean  the  commercial lots
          ----------------------------------
described  on the attached EXHIBIT "F"  which are to be leased to Master Manager
                           -----------
from  the  Owners  at ten per cent (10%) of the installed capital cost per annum
and  will  be  managed  by  Operator  pursuant  to this Agreement as part of the
Resort,  including,  without  limitation, the Welcome Center, Resort front desk,
Resort  concierge  areas,  Resort  lobby,  Resort  administrative  offices  and
back-of-the-house  areas,  Clubhouse restaurants and bars and all other food and
beverage  outlets  within  the  Project,  Clubhouse  sundries  shop,  Clubhouse
conference  and  group  facilities,  Clubhouse  business  center area, Clubhouse
fitness  center,  pools  and  pool  deck,  poolside  food and beverage pavilion,
certain  resort  maintenance  and  housekeeping  facilities including Commercial
Condominium  and  Town Home Units dedicated to maintenance and housekeeping, all
parking  areas  assigned  to  Operator,  spa,  kids  arcade, kids activities and
supervised  programs  area,  laundry  facilities,  private  theater, lazy river,
interactive  water  play area, beach volleyball area, miniature golf, sing-along
fire  pit  and  amphitheater,  and shuttle service fleet and vehicle parking and
maintenance  areas.

1.75     "Sales  Office"  shall  have  the  meaning  set  forth in SECTION 11.6.
          --------------                                           ------------

1.76     "Sonesta  Group"  shall  mean  Operator  and  its  Affiliates.
          ---------------

1.77     "Sonesta  Proprietary  Marks"  shall  mean  "Sonesta"  and  all  other
          ----------------------------
trademarks,  service marks, trade names, copyrights, insignia, emblems, slogans,
logos,  commercial  symbols,  signs,  designs,  trade dress and all other visual
identification,  whether  in  English or any other language, by which members of
the  Operator,  the  Sonesta  Group  and  the  Sonesta Hotels are identified and
publicized,  including  the  good will associated with all of them (the "Sonesta
Proprietary  Marks").   A roster of the Sonesta Proprietary Marks as of the date
of  this  Agreement  is attached hereto as Exhibit"J".  Operator may add to this
                                           ----------
Exhibit  as  new Sonesta Proprietary Marks are created subsequent to the date of
this  Agreement.

<PAGE>

1.78     "Taxes"  shall  have  the  meaning  set  forth  in  SECTION  6.4.
          ------                                             ------------

1.79     "Term"  shall  have  the  meaning  set  forth  in  SECTION  2.2.
          -----                                             ------------

1.80     "Termination  Date"  shall  mean the date on which the Term terminates.
          ------------------

1.81     "Tierra Del Sol Proprietary Marks" shall mean the names Tierra Del Sol,
          --------------------------------
Sonesta  Tierra  Del Sol Resort(4) and Tierra Del Sol Resort, the images used to
present  and  market Tierra Del Sol Resort, its various associations by name and
logo design and the images used to present and market such associations together
with  all trademarks, service marks, trade names, copyrights, insignia, emblems,
slogans,  logos,  commercial  symbols, signs, designs, trade dress and all other
visual identification, whether in English or any other language, by which Tierra
Del  Sol  is  identified and publicized, including the good will associated with
the  forgoing  names  and  marks,  logos  and  images.

1.82     "Town  Home"  shall  mean  a  single  family style, attached town house
          ----------
constructed by Developer upon a portion of the Land as part of the Project.  All
of  the  Town  Homes  shall  be  subject  to  the Master Declaration and will be
governed  by the Master Association.  Developer intends to construct Two Hundred
Seventy  Four  (274)  three and four bedroom Town Home Units in Phase One, which
shall  be  located  in  forty  (40)  separate  freestanding two-story buildings.

1.83     "Town Home Owner(s)" shall mean the record owner(s) of legal title to a
          ------------------
Town  Home  Unit.

1.84     "Uniform  System of Accounts" shall mean the Uniform System of Accounts
          ----------------------------
for  Hotels,  Ninth Revised Edition, 1996, as adopted by the American Resort and
Motel  Association and all future amendments and supplements thereto approved by
Operator.

------------------------
(4)  The  proprietary marks of Master Manager discussed in this section can only
include  the  word 'Sonesta' when used in conjunction with the words 'Tierra Del
Sol  Resort'.

<PAGE>

1.85     "Units"  shall  mean,  collectively,  Condominium  Units  and Town Home
          -----
Units.

                                    ARTICLE 2
                             APPOINTMENT OF OPERATOR

2.1     Appointment  of  Operator.  Master  Manager  hereby  appoints  Operator
        -------------------------
as its sole and exclusive agent to manage and operate the Resort during the Term
in  accordance  with  the  terms  and  conditions  set  forth in this Agreement.
Operator  agrees  to  manage  the  Resort during the Term as the agent of Master
Manager  in  accordance with the terms and conditions of this Agreement.  Master
Manager  hereby  delegates  to  Operator,  effective upon the Commencement Date,
those  selected  rights,  duties, obligations and remedies of Master Manager set
forth  in  the Rental Management Agreement and Optional Services Agreements that
are  required  for  Operator  to  perform,  on  behalf  of  Master  Manager, the
obligations  of Master Manager under said Agreements and exercise the rights and
remedies  of Master Manager as are delegated to Operator in this Agreement.  All
such  rights, duties, obligations and remedies shall be exercised by Operator in
accordance  with  the  terms of the applicable instrument under which they arise
and  this Agreement. Master Manager covenants and agrees that Operator shall and
may  peaceably  manage  and  operate  the  Resort throughout the Term, free from
molestation,  eviction  or disturbance by Master Manager or any person or entity
claiming  by, through or under Owner or Master Manager, subject to the terms and
provisions  of  this  Agreement.  Master  Manager  further  covenants to pay and
discharge, promptly when due, all charges and other sums payable by Owner and/or
Master  Manager  in  respect  of  the  Resort.

2.2     Term.  The  term  of  this  Agreement  (the "Term")  shall  commence  on
        ----
the  Effective  Date  and  expire at the end of the twentieth (20th) full Fiscal
Year after the Commencement Date, unless sooner terminated or extended as herein
provided,  in  which  case  the  word  "Term" shall mean such lesser or extended
period  of  time.  Provided  it  is  not  then  in  default  of  its obligations
hereunder,  Operator  shall  have the right to extend the Term, separately,  for
two (2) additional five (5) year periods, such right to be exercised by Operator
delivering  written notice to Owner not less than one (1) year prior to the date
this  Agreement,  or  an  extended  Term,  would  otherwise  expire.

<PAGE>

2.3     Operator's  Duties.  Subject  to  the  provisions  of  this  Agreement,
         -----------------
including,  without limitation, the provisions herein regarding the Annual Plan,
Operator  shall  have  control and discretion in the management and operation of
the  Resort and of all properties in the Resort. Without limiting the generality
of  the  foregoing,  said  control  and  discretion shall include the use of the
Resort  for all customary purposes, and shall permit and obligate Operator to do
the  following  with  respect  to  the Resort in the name and for the account of
Master  Manager  and to charge any cost thereof as an Expense as defined herein:

     2.3.1  Employ,  pay,  supervise  and  discharge  all  Resort  employees and
personnel, including the General Manager of the Resort, any or all of whom shall
be  employees  of  Master  Manager  or of Operator, as Operator shall determine;
provided,  however,  that  the  employees  of  the  Resort shall not include any
persons  who  are  properly the personnel of the Sonesta Group's central office.
Such  authority  or any part thereof may be delegated by Operator to one or more
persons  employed by Operator. Subject to provision in the Annual Plan, Operator
shall  be  entitled  to  charge  reasonable amounts as Expenses for any services
provided  to the Resort by the Sonesta Group's in-house executives and/or staff,
which  services  would  have  been provided by third parties had such executives
and/or  staff not been available. Such services may include, without limitation,
advertising,  public  relations,  purchasing,  design, specialized training, and
computer  programming  and  installation;

     2.3.2  Supervise  and  maintain  complete and accurate books and records of
Resort  Operations  in  accordance with GAAP, including, without limitation, the
books  of  account  and  accounting  procedures  of  the  Resort;

     2.3.3  Negotiate  and  enter  into  service  contracts which Operator deems
prudent  in  the  ordinary course of business in operating the Resort, including
without  limitation,  contracts  for  gas,  security,  waste  removal  and other
services which Operator deems advisable as referenced in the Annual Plan; all of
which  shall  be  subject  to  the  reasonable  approval  of Master Manager; for
purposes of this Agreement, the approval of Master Manager shall not be required
for  service  contracts  with  an  annual  cost of less than $500,000 unless the
contract  is  let  to  an  Affiliate  of  Operator;

<PAGE>

     2.3.4  Determine  jointly  with Master Manager and purchase the choices for
Furniture,  Fixtures  and Equipment and Operating Equipment that are appropriate
for  the  maintenance  and  operation  of  the  Resort  in  the normal course of
business, and consume the same in the operation of the Resort as provided in the
Annual  Plan;

     2.3.5  Determine  the  charges  to be made for guest rooms, function rooms,
commercial  space,  privileges,  recreation  facilities, entertainment, food and
beverages  and  all  other services and facilities of the Resort as projected in
the  Annual  Plan;  such  charges  are subject to periodic review and comment by
Master Manager; upon a demonstration of compelling factors, Master Manager shall
permit Operator to readjust the effected charges 21 days from a change by Master
Manager;

     2.3.6 Determine and carry out the labor policies of the Resort relating to,
among  other  things,  wage  rates, hours and conditions of employment, hire and
discharge  of employees, and institution in the Resort of such profit sharing or
other retirement plans as Operator may deem advisable upon the consent of Master
Manager.  The  institution of any employee pension plan at the Resort that is to
be an Expense of the Resort shall be subject to Master Manager's sole discretion
if  the pension plan which Operator intends to institute would (i) be instituted
during  the  last  three  (3)  years  of the Term, or (ii) gives credit for past
service  except  for  employees transferring from other Sonesta Hotels. Any plan
that requires a financial contribution from Master Manager, Owner or Unit Owners
shall  provide  that  such a contribution obligation shall terminate as and when
Operator  ceases  to perform services under this Agreement and shall be provided
to  Master  Manager  in advance for review for compliance with this sub-section.

     2.3.7  Determine  and  carry out promotion and publicity in accordance with
the  Annual  Plan;

     2.3.8  Develop  and  implement food and beverage concepts and entertainment
policies  along  with  related  policies  and  procedures in accordance with the
Annual  Plan;

     2.3.9 Cause the Resort to join such industry associations and organizations
as  Operator  considers  appropriate;

<PAGE>

     2.3.10 Hire third party professionals or specialists to advise Owner and/or
Master  Manager  and  Operator  with  respect  to the operation, maintenance and
improvement  of  the  Resort  (including,  without  limitation, the selection of
attorneys  for  the handling of routine legal matters, including tort litigation
instituted  against  Operator  in connection with the operations of the Resort);
and

     2.3.11      Establish  procedures  that  Operator  deems  appropriate  with
respect to the providing of Optional Services (if applicable) in order to assure
timely  and  full  payment  of  the  Optional  Services.

2.4     Handling  of  Funds.  Subject  to this Agreement,  Operator  shall  have
        -------------------
possession  and  control of all Gross Revenues, including Gross Rental Revenues,
and  other  moneys involved in the operation of the Resort, all of which will be
the  property  of  Master  Manager,  and  of any bank accounts in which any such
moneys  may  be  deposited.  Operator  will  be  responsible for disbursing such
moneys  on  behalf  of  Master  Manager and directly to the obligees but only in
accordance  with  the  terms  of this Agreement.  To qualify for this Agreement,
Operator  shall  be a single purpose entity.  All funds used in the operation of
the  Resort, and all receipts and disbursements thereof (except insofar as funds
are  maintained  in  the Resort) shall be deposited in and withdrawn from one or
more  Resort  Operating  Accounts  from  time to time established in the name of
Operator  at  such  bank  or  banks  in Orlando, Florida and elsewhere as Master
Manager  may  select.  Operator  shall maintain a minimum of three (3) Operating
Accounts:  an  account  into  which  revenues  are received and Expenses paid, a
Payroll  Account  and a Reserves Account.    Operator shall acquire and maintain
such  policies of insurance or fidelity bond that insure the Master Manager from
any  misuse  of funds.  Policy benefit limits shall at all time be sufficient to
cover  the  balances in the insured accounts.  Operator shall pay over to Master
Manager any sums in excess of the insurance policy benefits. Operator shall only
retain  in  the  forgoing  accounts  those  sums  it  reasonably deems necessary
exercising reasonable business judgment to meet the economic needs of the Resort
for  the  period  of  time  specified  in  the Annual Plan.  Operator shall keep
separate  accounts  showing  all  income,  FF&E Reserves and all expenses on its
books  and  records  for  each  Condominium  Unit  and  Town  Home  Unit that is
participating  in  the  Rental Program. The revenues of the Rental Program shall
not  be pooled with any other Resort operation.  To the extent that resources of
the  Master Manager, Owners, or Operator are used by Operator in connection with
the  provision  of  Rental  Program  services  (including,  without  limitation,
personnel,  supplies,  equipment, systems, services or facilities), Operator may
fairly allocate such expenditures to the Participating Owners' accounts for such
sharing  of  resources with approval of Master Manager, which approval shall not
be  unreasonably  withheld.   The  only person or persons authorized to withdraw
funds  from  the  Resort  Operating  Accounts  shall  be individuals approved by
Operator.

<PAGE>

2.41     Shortfalls.  In the event that funds in the Resort Operating Accounts
         ----------
are  insufficient  for  payment  of  Resort-related  expenditures  (excluding
expenditures  pertaining  to Participating Units) required in order for Operator
to  maintain,  operate  or  insure  the  Resort in accordance with the Operating
Standard and this Agreement (including, without limitation, payment of sums owed
by  Owner  and/or  Master  Manager  for  Resort  Services  Assessments,  Master
Association  Assessments  and/or  CDD  Assessments), Operator shall request that
Master Manager provide   funds to cover the shortfall, in which event such funds
shall  be  provided  by  Master  Manager to Operator within seven (7) days after
receipt  of  Operator's request subject, however, to reimbursement to the extent
amounts  with  respect  to  such  insufficiency  are  subsequently  collected by
Operator  from any source.   Notwithstanding the forgoing, Operator shall engage
in  the function of Cash Flow Management that shall require Operator to maintain
a rolling Cash Flow Statement that shows the expected status of the flow of cash
over  a  90 period, or such longer period as set forth in the Annual Plan.  Said
Cash Flow Statement shall be prepared using all historic and advance reservation
data,  together  with known and forecast cash expenses and shall be updated on a
continual basis as better information becomes available.  Operator shall provide
such Cash Flow Statement to Master Manager by the end of the eighth (8th) fiscal
day  of  each month showing the cash flow status of the Resort and the cash flow
needs  for  the  following  90  days.

2.5     Payment  of  Master  Manager's  Share.  Operator  shall  distribute  the
        -------------------------------------
Master  Manager's Share pursuant to the terms of distribution of this Agreement,
net  of reserves deemed appropriate by agreement of Master Manager and Operator.

<PAGE>

                                    ARTICLE 3
                         OPERATING STANDARD; MAINTENANCE

3.1     Operating  Standard.  Operator  shall  operate,  manage  and  maintain
        -------------------
the  Resort  in  a  prudent  manner  as a high quality Resort operating at a "4-
Diamond"(5)  standard,  and shall provide or cause to be provided all activities
in  connection  therewith which are customary and usual to such an operation, to
the  extent  consistent with the available facilities and to the extent Operator
has  control over the applicable facilities (the "Operating Standard"). Provided
Operator  complies  with  the  Operating  Standard  and  the  provisions of this
Agreement,  subject  to  the  limitations  expressed in this Agreement, Operator
shall have absolute control and discretion with respect to the Resort Operations
as  defined  in  the Annual Plan. The Parties acknowledge, however, that (a) the
Condominium  Associations  shall be responsible for maintaining and insuring the
exterior  portions  of the Condominium, including the building exteriors, roofs,
lighting  and  signage  and  the common areas of the Condominium, (b) the Master
Association shall be responsible for maintaining and insuring the exterior walls
and  roof  of  each  of  the  Town  Home  buildings, as well as the landscaping,
lighting,  signage  and  common  areas appurtenant to the Town Homes (c) the CDD
shall  be  responsible  for  maintaining  and insuring the land and improvements
submitted to the jurisdiction of the CDD, and (d) there may be components of the
Project that are not part of the Resort, even though they are located within the
boundaries  of the Resort and may appear to the public to be part of the Resort.
For  the reasons described in subsections (a) - (d) above, Operator shall not be
responsible for failure to comply with the Operating Standard to the extent such
failure  arises  from  the  failure  of  the  Condominium  Association,  Master
Association,  CDD,  or owner of components of the Project not part of the Resort
to  maintain,  operate  or  insure  their respective properties or facilities in
compliance  with  the  Operating  Standard  or,  if  Operator  is  managing such
properties  or  facilities on behalf of the owner thereof pursuant to a separate
agreement  with  such  owner,  to  the  extent  the owner thereof does not allow
Operator  or does not provide sufficient funds to enable Operator to manage such
properties  or facilities in a manner that complies with the Operating Standard.

------------------------
(5) As defined by the AAA standard.

<PAGE>

3.2     Maintenance.
---     -----------

3.2.1     By  Master  Manager.  Master Manager, at its  expense, subject to
-----     -------------------
whatever  reimbursement it be entitled to under the Master Declaration, shall be
the  Party  within this Agreement that is responsible for compelling the legally
responsible  entity  to  make or pay for all repairs to and replacements of, but
not for the day-to-day maintenance of, the various elements of the Resort (other
than  the  Units) necessary or advisable in order to keep the Resort (other than
the  Units)  in  good  operating  order and condition and in compliance with the
Operating  Standard  including,  without  limitation,  (i)  all  "structural
components"  (for purposes hereof, "structural components" shall be deemed to be
those  which  involve  or  affect any concrete or cement elements (functional or
decorative)  or  any  supporting  steel  or  wooden  elements including, without
limitation,  all  pilings,  columns, beams, joists, slabs, weight bearing walls,
roofs,  decks,  facades,  balconies and planters), and (ii) all major mechanical
systems  including,  without  limitation,  the  heating,  ventilation  and  air
conditioning  systems,  and  the  plumbing,  electrical  and emergency generator
systems  but only to the extent permitted by law.  In the event that the legally
responsible  entity  fails  to make repairs or replacements that it is obligated
to  make  pursuant to its enabling documents and its contractual obligations and
the obligations hereunder and such failure shall continue for a period of thirty
(30)  days after written notice from Operator delivered to Master Manager, or in
the event of an emergency, Operator shall have the right to perform such repairs
or  replacements  as  an  Expense  of  the  responsible party using funds of the
Resort.  Master  Manager  shall be responsible for the collection of the amounts
so  expended  whether  by  invoice  or  by  assessment.

3.2.2     By  Operator.  Operator  shall  perform  the  day-to-day  maintenance
-----     ------------
and cleaning of the Resort Facilities as necessary or advisable in order to keep
them  in good operating order and condition and in accordance with the Operating
Standard, subject to the obligations of Master Manager set forth in SECTION 3.1,
                                                                    -----------
and  reasonable  use  and  wear,  and all such expenses shall be Expenses of the
Resort.

<PAGE>

3.2.3     Structural Defects.  If any structural repairs, alterations or changes
-----     ------------------
in  or  to  the  Resort shall be required, whether by reason of ordinary use and
wear,  structural defects, any laws, ordinances, rules, regulations or orders of
any governmental or municipal authority, or otherwise, such repairs, alterations
or  changes  shall be the responsibility of Owner and shall promptly be cured by
Owner  at  Owner's expense (or, at Owner's request, by Operator as Owner's agent
and at Owner's expense).   For purposes of this Agreement, "structural" repairs,
alterations  or  defects shall be those which involve or affect the concrete and
cement  elements (functional and decorative), and any supporting steel or wooden
elements  including, without limitation, pilings, columns, beams, joists, slabs,
walls,  roofs,  decks,  facades,  balconies  and planters.  "Structural defects"
shall  include,  without  limitation,  cracking (except for normal cracking that
does  not  threaten  the  structural  integrity  of  the  improvement), heaving,
buckling,  abnormal  movement  and other signs of distress as well as inadequate
anchorage,  inability  to  withstand  a  computed  load which the element was or
should  have  been  designed  to  withstand  and,  for  the  purposes,  hereof,
ineffective  waterproofing.  In the event Owner fails to make structural repairs
or  cure  structural  defects,  and  such failure shall continue for a period of
thirty  (30) days after written notice delivered to Owner and Master Manager, or
in  the  event  of  an  emergency,  Operator  shall  have the right (but not the
obligation)  to  perform such structural repairs or cure such structural defects
with  Resort funds as an Expense of the appropriate party.  Master Manager shall
be  responsible  for the collection of the amount so expended whether by invoice
or  by  assessment.

3.2.4     Liens.  Operator  shall endeavor to prevent any liens from being filed
-----     -----
against  any  portion  of  the  Resort or Land which arise from any maintenance,
repairs,  alterations, improvements, renewals, or replacements made in or to the
Resort  by  contractors  hired  by  Operator.  Operator  shall have the right to
contest  by  appropriate  proceedings conducted diligently and in good faith the
amount  or  validity  of  any  lien  arising  from  the  maintenance,  repairs,
alterations,  improvements,  renewals,  or  replacements in and to the Resort or
Resort  Services  Commercial  Lots.

<PAGE>

3.2.5     Surrender.  At  the  Termination  Date,  Operator  shall  vacate  and
-----     ---------
surrender  the Resort (including all Furniture, Fixtures and Equipment belonging
to  Owner  and replacements and additions thereto made after the commencement of
this  Agreement)  in  the same condition in which it was received, or may be put
in,  excepting  reasonable  wear  and  tear  and damage by fire or casualty, and
otherwise  in  the  condition  required  by  this  SECTION  3.2.
                                                   ------------

3.2.6     Inspection  by Owner: Owner and Owner's agents shall have the right to
-----     ---------------------
enter  upon  any  part  of  the  Resort, at all reasonable times upon reasonable
notice  during  the  Term,  for the purpose of examining or inspecting the same,
preventing  damage  to  the  Resort,  or  showing  the  Resort  to  prospective
purchasers,  operators  or  mortgagees,  provided  same  shall  not unreasonably
interfere  with  the  Resort Operations and provided further that the Resort may
only  be  shown  to prospective operators within one year prior to expiration or
termination  of  this  Agreement.

3.2.7     Master  Association  and  Condominium  Association  Management.  The
-----     --------------------------------------------------------------
Association  management  agreements shall require Master Manager, for as long as
Master  Manager  is  engaged as the manager of such associations, to prepare the
annual  Association  budget and to assess, bill and collect from the Association
members the applicable assessments.  The annual Budget of each Association shall
contain  a  line item for the annual management fee to Master Manager, which fee
shall  be  payable  to  Master  Manager  on  a monthly basis.  Operator shall be
authorized  and  directed  to pay such fee to Master Manager from the applicable
Resort  Operating  Account or sub account.  As long as Owner controls the Master
Association,  Master  Manager  shall manage the Master Association pursuant to a
separate  written  management  agreement  between  Master Manager and the Master
Association  (the  "Master  Association Management Agreement"). As long as Owner
controls  the  Condominium  Association,  Master  Manager  shall  manage  the
Condominium  Association  pursuant  to  a  separate written management agreement
between  Master  Manager  and  the  Condominium  Association  (the  "Condominium
Association  Management  Agreement").  By  operation  of  the Agreements, Master
Manager  hereby  delegates  those  privileges  and responsibilities as contained
herein  to  Operator.

<PAGE>

3.2.8     Budgeting  and  Collection  of  Resort  Services  Assessments.  Master
-----     -------------------------------------------------------------
Manager  and  Operator  shall  budget  and  Master Manager will assess, bill and
collect  for  the  Resort  Services  Assessments  from the members of the Master
Association  in  accordance  with the provisions of the Master Declaration.  The
initial  Resort Services Budget and all subsequent Resort Services Budgets shall
include  all known or foreseeable expenses of the Resort that are not covered by
other  budgets  and  shall  reflect amounts that are adequate, in the opinion of
Master Manager and Operator, to cover all such expenses of the Resort.  Operator
shall  have  the  right  of  prior  review  and  approval  of the initial Resort
Services  Budget prior to it being provided to any potential purchasers or filed
with the Florida Department of Business and Professional Regulation as part of a
Condominium  Prospectus.  The  Resort  Services  Budget  shall  include, without
limitation,  line  items  for  general  and  administrative  expenses (including
accounting,  general  management,  information  systems  and  human  resources
expenses),  repair,  maintenance  and  refurbishment  expenses  of  the  Resort
(excluding  those borne by Participating Units, the Condominium Association, the
Master  Association  or the CDD, which expenses shall appear in their respective
budgets),  sales  and marketing expenses, insurance premiums (including, without
limitation,  property,  liability  and  workman's compensation coverages), front
desk  and  concierge  service,  shuttle  service  throughout  the  Resort,
Resort-sponsored  activities  for  children  and adults, Resort security, access
control  systems, housekeeping services for the Resort and  Participating Units,
and  linen  service  and Consumable Supplies for Participating Units. All Resort
Services  Assessments  collected  shall  be used by Master Manager to offset the
cost  of  administering,  managing, maintaining, repairing, insuring, replacing,
improving  and  operating (including without limitation the payment of taxes and
establishment  of reserves for) the Resort in accordance with this Agreement and
the  Master  Declaration.  If  Resort  Service  Assessments  collected  are
insufficient  to cover cost of all the expenses related to the management of the
Resort  and  Resort Facilities, Operator will notify Master Manager of same.  No
later  than  10  days  after receiving such notice, Master Manager shall provide
Operator  with  sufficient  funds  to  cover  shortfalls.

<PAGE>

3.2.9     Budgeting  and  Collection  of  Master  Association  Assessments.  The
-----     ----------------------------------------------------------------
Master  Association  shall  budget  for,  assess,  bill  and  collect the Master
Association Assessments from the members of the Master Association in accordance
with  the  provisions  of the Master Declaration.  As long as Owner controls the
Master  Association,  Master  Manager shall cause the initial Master Association
Budget  and  subsequent  Master  Association  Budgets  to  include all known and
foreseeable  expenses  of  the  Master Association, and to reflect estimates for
each  line  item  that  are adequate, in Master Manager's reasonable opinion, to
cover  the  listed  expense.  Operator  shall have the right of prior review and
approval  of the initial Master Association Budget prior to it being provided to
any  potential  purchasers  or filed with the Florida Department of Business and
Professional  Regulation  as  part  of  the  Condominium Prospectus.  The Master
Association  Budget  shall  include,  without  limitation,  line  items  for the
reasonable  costs  of  administering,  maintaining,  operating  and insuring the
general  common  areas  that  benefit  all  owners of any portion of the Project
(residential  or  otherwise) and their guests and invitees, the reasonable costs
of  administering,  maintaining,  operating  and  insuring the common areas that
benefit  all  owners  of Units within the Project and their guests and invitees,
and  the  reasonable  costs of maintaining, operating and insuring the exterior,
balconies,  windows,  roof, signage, landscaping and common areas appurtenant to
the  Town  Homes.  All  other  costs and expenses of administering, maintaining,
operating  and  insuring  the  Resort and providing the Resort Services shall be
reflected  in the separate Resort Services Budget.  All amounts collected by the
Master  Association  for  the  costs  of  administering,  managing, maintaining,
repairing,  insuring,  replacing,  improving  and  operating  (including without
limitation  the  payment of taxes and establishment of reserves for) any part of
the  Resort  shall  be delivered to Master Manager and used by Master Manager to
offset  such  costs  and  expenses.  The  failure  of  the Master Association to
collect  and  receive  in  a  timely  manner  from  the  members  of  the Master
Association  or  to  deliver  to  Master  Manager  any  or all of the billed and
assessed  Master  Association  Assessments shall not relieve Master Manager from
paying  in  a  timely manner any amounts required to be paid by Owner under this
Agreement.

<PAGE>

3.2.10       Budgeting  and  Collection  of Condominium Association Assessments.
------     --------------------------------------------------------------------
The  Condominium  Associations  shall  budget  for, assess, bill and collect the
Condominium  Association  Assessments  from  the  members  of  the  Condominium
Association in accordance with the provisions of the Declaration of Condominium.
As  long  as  Owner  controls  a  Condominium Association, Owner shall cause the
initial  Condominium  Association  Budget and subsequent Condominium Association
Budgets  to  include  all  known  and  foreseeable  expenses  of the Condominium
Association,  and  to reflect estimates for each line item that are adequate, in
Operator's  opinion, to cover the listed expense.  Operator shall have the right
of prior review and approval of the initial Condominium Association Budget prior
to  it  being  provided  to  any  potential purchasers or filed with the Florida
Department  of  Business  and Professional Regulation as part of the Condominium
Prospectus.  The  Condominium  Association  Budget  shall  include,  without
limitation,  line  items for the reasonable costs of administering, maintaining,
operating  and  insuring  the  common elements of the Condominium, including the
reasonable  costs of maintaining the exterior, balconies, windows, roof, signage
and landscaping of the Condominium Units and Condominium buildings.  The failure
of  the  Condominium  Association to collect and receive in a timely manner from
the members of the Condominium Association any or all of the billed and assessed
Condominium Association Assessments shall not relieve Master Manager from paying
in  a  timely  manner  any  amounts  required  to  be  paid  by Owner under this
Agreement.

3.2.11       CDD  Management,  Budgeting and Collection of CDD Assessments.  The
------     ---------------------------------------------------------------
CDD  shall  budget  for,  assess,  bill and collect the CDD Assessments from all
owners  of  real property within the Project in accordance with Florida Statutes
Chapters  170  and 190.   The CDD Budget shall include, without limitation, line
items  for  the  reasonable  costs  of administering, maintaining, operating and
insuring  the  portions  of the Project included in the CDD.  The failure of the
CDD  to  collect  and  receive  in  a timely manner any or all of the billed and
assessed  CDD  Assessments  shall  not  relieve  Master Manager from paying in a
timely  manner  any  amounts  required to be paid by Owner under this Agreement.
The  CDD  management  agreement shall require the  designated manager to prepare
the  annual  CDD budget and to assess, bill and collect the CDD Assessments from
the  owners of real property in the Project.  The annual budget of the CDD shall
contain  a  line  item  for  the annual management fee to the manager, which fee
shall  be  payable  to  manager  in  arrears  on  a  monthly  basis.

<PAGE>

3.3     Licenses  and Permits.  Master Manager  and  Operator  shall  apply  and
---     ---------------------
take  all  action  necessary  to  obtain  prior  to  the  Commencement  Date and
thereafter  maintain all licenses and permits required by law in connection with
the  Resort  Operations  (excluding  certificates  of  occupancy).

3.4     Compliance  with  Law.  Operator  shall  use  reasonable efforts  to
---     ---------------------
comply  with  all  laws,  ordinances,  rules, regulations, orders, decisions and
requirements  of any federal, state, or municipal government that affect the use
of  the  Resort; provided that Operator's obligations shall be subject to Master
Manager's  obligations  under  SECTION 3.2 and ARTICLE XII.  Operator shall have
                               -----------     -----------
the  right,  after  notice  to  Owner, to contest in the name of Owner by proper
legal  proceedings,  the  validity of any such law, ordinance, rule, regulation,
order,  decision  or  requirement  and  may postpone compliance therewith to the
extent  and  in the manner provided by law until final determination of any such
proceedings.

3.5     FF&E  Resort  Reserve  Account.  Operator  shall  create a separate book
---     ------------------------------
account (such account being herein called the "FF&E Resort Reserve Account") and
shall  monthly  credit  to  such  account,  out of Non-Rooms Revenue, an initial
amount  not less than two percent (2%) of the product of the Gross Revenues less
Gross  Rental Revenues but not more than as provided in the Annual Plan, for the
preceding Fiscal Month, subject to increase or decrease in Operator's discretion
based  on operating requirements.  The FF&E Resort Reserve Account shall be used
for  capital additions and replacements in and to the Resort, but not the Units,
and  any  amount  not  expended  shall be carried forward to subsequent periods.

3.6     Notwithstanding  the  foregoing  paragraph, the parties acknowledge that
---
(a)  the  budget for capital additions and replacements for each Fiscal Year (or
Fractional  Year) is based on revenue projections made prior to the beginning of
the  year  and  actual  revenues will be different and (b) capital additions are
made  during  the  year  before  the  actual  revenues  for  the year are known,
therefore  the  amount  actually  spent  or  incurred  by  Operator  for capital
additions  and replacements in and to the Resort (other than the Units) shall be
deemed  to  be  the  amount  allocated  to  the  FF&E  Resort  Reserve  Account.

<PAGE>

     Notwithstanding  anything  to  the  contrary  contained  in this Agreement,
Operator  may from time to time use the funds in the FF&E Resort Reserve Account
for routine capital expenditures as it deems necessary, up to the balance of the
FF&E  Reserve,  for  purposes  set forth in the current Annual Plan or otherwise
approved  by  Master  Manager  and  may from time to time sell or dispose of any
Furniture,  Fixtures  and  Equipment,  which  Operator  reasonably deems to have
become  worn  out or obsolete; provided that the proceeds of any such sale shall
be  credited  to  the  FF&E Resort Reserve Account in accordance with the Annual
Plan and Capital Replacements Budget.  Even when not included in the Annual Plan
or  otherwise  approved by Owner, Operator may use the funds in the FF&E Reserve
to  repair  or  correct  any condition on or about the Resort or Resort Services
Commercial Lots which results from casualty or extraordinary events, constitutes
a  violation  of  applicable  laws  or  presents a threat to life or property of
Owner,  Operator  or  any  guest,  employee  or  invitee on or about the Resort.

     Operator shall have the right to make loans to fund the Furniture, Fixtures
and  Equipment  requirements of the Resort in excess of funds in the FF&E Resort
Reserve  Account  and  to  repay  itself  with  interest from the next available
deposits  to  the  FF&E  Reserve  Account, or, in the alternative, at Operator's
election,  Expenses  shall include amounts in excess of funds in the FF&E Resort
Reserve  Account  that  Operator  spends on capital items that are in the Annual
Plan  or  are  required  in  order to comply with applicable law, to cure safety
conditions  or  to  maintain  the  Operating  Standard.

3.7     Books  and  Records.  Operator  shall  keep  or  cause  to  be  kept
---     -------------------
complete  and adequate books of account and other records reflecting the results
of  occupancy  of  the  Resort  and  the  Resort  Operations, in accordance with
generally  accepted principles of accounting consistently applied and applicable
to the operation of Resorts.  Owner may, at its own expense and through its duly
appointed  agents, after providing at least 24 hours notice to Operator, inspect
such  books and records at reasonable times and during normal business hours, at
the  Resort.  All  such  books  and records shall belong to Owner.   If Operator
expends  any  sums of money for maintenance, repair or replacement of the Resort
Services  Commercial  Lots,  Operator  shall  keep track of and account for such
expenditures  separately.

<PAGE>

3.8      Financial  Reporting.  Operator  shall  use  all  reasonable efforts to
---      --------------------
deliver  to  Master  Manager  and  Owner  the  following  statements:

3.8.1     Monthly  Reports.  Within  twenty  (20)  days after  the end  of each
-----     ----------------
calendar  month, a profit and loss statement of the Resort operations, providing
revenues  and  expenses  by  department,  in  reasonable  detail.

3.8.2     Annual  Profit  and Loss Statement.  On  or  before  January  31st  of
-----     ----------------------------------
each  Fiscal  Year  or Fractional Year, Operator shall provide an "Annual Profit
and Loss Statement" for the Resort for delivery to the Independent Auditor.  The
Annual  Profit  and  Loss  Statement  shall  be  prepared in accordance with the
Uniform  System  of  Accounts, on the accrual basis in accordance with generally
accepted principles of accounting applicable to the operation of resorts (except
as this Agreement may otherwise provide), and shall set forth the profit or loss
of  the  operation of Resort (including for this purpose the Rental Program) for
the  prior  Fiscal  Year or Fractional Year.  If Master Manager questions any of
the  amounts for any period as shown by the Annual Profit and Loss Statement, or
the  computations  used  in  determining  the  same,  and if Operator and Master
Manager  are  unable  to  agree  thereon,  then  the  matter in dispute shall be
submitted  for  a  binding decision to a Certified Public Accountant selected by
the  parties  hereto.  If Operator and Master Manager are unable to agree on the
selection  of  a Certified Public Accountant for this purpose within thirty (30)
days  after  their  failure  to  agree  upon such questions, the matter shall be
referred  to  arbitration  pursuant  to  the  provisions  of  ARTICLE XV hereof.
                                                              ----------
Notwithstanding  anything contained herein to the contrary, Master Manager shall
be  conclusively  deemed  to  have  accepted  the said accounts and the accuracy
thereof  as  shown in any Annual Profit and Loss Statement, and the computations
used  in  determining the same, unless, within sixty (60) days after the receipt
of  any  such Annual Profit and Loss Statement, Master Manager notifies Operator
that  Master  Manager  questions  the  amount of such items shown thereon or the
computations  used  therein  and  specifies  the  items or other computations in
issue.

<PAGE>

3.8.3     Annual  Plans. Not later than sixty (60) days before the beginning
-----     -------------
of  each Fiscal Year or Fractional Year, Operator shall submit to Master Manager
an  Annual  Plan  for  the Resort, which shall include a repairs and maintenance
budget  and  details  of  proposed  capital refurbishing programs, and otherwise
contain  the  information  referenced  in  SCHEDULE  1.5.
                                           --------------

     3.8.3.1     Master Manager shall notify Operator in writing of any comments
     -------
Master  Manager  has regarding the Annual Plan.  Such comments shall be received
by  Operator  not  later than twenty (20) days after Master Manager's receipt of
the Annual Plan.  If no such comments are provided by Master Manager to Operator
within  such twenty (20) day period, then Master Manager shall be deemed to have
accepted  without  comments the Annual Plan as submitted by Operator.  If Master
Manager  provides comments regarding the Annual Plan within such twenty (20) day
period,  the  comments  shall include detailed reasons for any objections to the
Annual Plan and Master Manager and Operator shall attempt to agree in respect of
the  items  to  which  Master  Manager objects within twenty-one (21) days after
Operator's  receipt of the comments, and if such agreement is not reached within
such  time,  then  either  of  the  parties  may refer the matter to arbitration
pursuant  to  the  provisions  of  ARTICLE  XV  hereof.  Pending the arbitration
                                   -----------
decision,  the  undisputed  parts  of  the Annual Plan submitted by the Operator
shall be deemed to be the Annual Plan for the Fiscal Year insofar as those parts
are  concerned and the disputed parts shall be dealt with as follows:  (i) if an
Expense  item  appeared  on  the Annual Plan for the preceding Fiscal Year, that
item shall be increased by ten percent (10%) over the previous year and shall be
deemed to be part of the Annual Plan for the Fiscal Year, and (ii) for all other
items,  comparable  provisions covering the disputed items which appear in other
approved  annual plans for similar Resorts or resorts managed by Operator or its
Affiliates  shall  be  deemed to be part of the Annual Plan for the Fiscal Year.

<PAGE>

     3.8.3.2     Notwithstanding  any  of  the  foregoing,  Master  Manager
     -------
acknowledges  that,  despite  Operator's experience and expertise in relation to
the  operation  of  hotels and resorts, the projections contained in each Annual
Plan  are  subject  to and may be affected by changes in financial, economic and
other  conditions  and  circumstances.

     3.8.3.3     Except for during the first Fractional Year and first Calendar
     -------
Year  if  any major category of income or expense for operations during any year
shall be materially different from the results envisioned by the Annual Plan for
such  year, Operator shall submit revisions to the Annual Plan for the remainder
of  such  year, in reasonable detail, which revised Annual Plan shall be subject
to  comment  by  Master Manager with respect to matters that will, or are likely
to,  impact  the  revenue  to Master Manager, in the same manner as the original
Annual  Plan  and shall be subject to arbitration of disputes in the same manner
as  the  original Annual Plan. "Materially different" shall mean as to any major
category  of  income  a  decrease  of more than twenty percent (20%) that is not
offset  by  a corresponding decrease in expenses and as to any major category of
expense  an  increase of more than fifteen percent (15%) that is not offset by a
corresponding  increase  in  revenues.  Operator shall engage in the function of
Cash Flow Management that shall require Operator to maintain a rolling Cash Flow
Statement  that  shows the expected status of the flow of cash over a 90 period.
Said  Cash  Flow  Statement  shall  be  prepared  using all historic and advance
reservation  data,  together  with known and forecast cash expenses and shall be
updated  on  a continual basis as better information becomes available. Operator
shall  provide  such  Cash  Flow  Statement  to Master Manager by the end of the
eighth  (8th)  day  of  each  Fiscal  Month.

3.9     Confidential Information.  Operator,  and  Master  Manager,  for  itself
---     ------------------------
and  on behalf of Owner, on behalf of themselves and their employees, shall  use
their  best efforts to hold all Confidential Information in trust and confidence
and,  except  as may be authorized by the owner of such Confidential Information
in writing, and shall not disclose any Confidential Information to any person or
party,  except  on  an  "as  necessary basis" to Operator's and Master Manager's
accountants, attorneys or lenders or as required by law or if required to comply
with  this  Agreement.  "Confidential  Information"  means any and all financial
information,  reports,  operating  plans or forecasts, or statements relating to
Operator,  Master  Manager  and/or  the  Resort,  as disclosed to each other, or
obtained by Operator and Master Manager in the performance under this Agreement,
which  relate  to  the  real  estate  or  business activities of Operator or its
Affiliates  and to Master Manager and its Affiliates.  Operator is authorized to
share  financial  information  regarding  the Resort with Smith Travel Research.

<PAGE>

3.10     Budget Guaranty.  Master Manager  shall  cause  the  Resort  (including
----     ---------------
the  Units,  Resort  Services  Commercial Lots, common elements of a Condominium
Association  ("Common  Elements"),  all  property  belonging  to  the  Master
               ----------------
Association  and/or  a  Condominium Association ("Association Property") and all
                                                  --------------------
property  belonging  to  the  CDD)  to be initially constructed and furnished in
accordance  with the Operating Standard.  Throughout the Term of this Agreement,
Owner  and/or Master Manager shall assure that the owners of the Resort Services
Commercial  Lots,  the  Condominium Association and the Master Association shall
adopt  budgets  and maintain reserve accounts which are adequate to cover all of
the  reasonable  expenses  of administering, maintaining, operating and insuring
the Resort Services Commercial Lots, Association Property and Common Elements in
accordance  with  the  Operating  Standard and the Annual Plan, and to recommend
special  assessments,  as  and  when  necessary, to cover such expenses ("Budget
                                                                          ------
Guaranty").
    ----

                                        4
                                 RENTAL PROGRAM

4.1     Terms  of  Rental  Program.  The  Rental Program shall initially be
        --------------------------
embodied  in  the  terms and provisions set forth in a form of Rental Management
Agreement to be mutually agreed upon by Master Manager and Operator and attached
hereto  as  EXHIBIT "D-1". It is contemplated that the form Management Agreement
            -------------
will  provide  for certain costs, reserves and expenses of the Unit that can  be
charged  to  the Participating Owner to be so charged by deducting the costs and
expenses  from  the  rental  revenues  generated  by  use of the Unit including,
without  limitation,  the  following:

<PAGE>

-     Management  and  Licensing  Fee  -  7%  of  Gross  Rental  Revenues
      -------------------------------
-     Marketing  reserve  -  3%  of  Gross  Rental  Revenues
-     All  travel agency and other third party commissions and reservations fees
-     All  Credit  and  debit  card  costs;
-     A  capital  reserve  for  replacement  of  the  FF&E  for  each  Unit.
The  form  Management Agreement may be modified at any time by Master Manager in
its  exclusive discretion.  Operator shall have the right of reasonable approval
regarding  any change planned by Master Manager that could result in a change to
the  revenue  forecasted  from  the Rental Program, and any such change shall be
subject  to  Operator's prior approval if the Incentive Share (Section 6.1.2) is
in  effect.  All Unit Owners that want to commence or renew participation in the
Rental Program shall execute the form of Management Agreement then being offered
to  Unit  Owners  by  Master  Manager.

4.2     Other Rental Programs.  Master Manager, on behalf of itself and its
        ---------------------
Affiliates,  agrees  that  it shall not enter into Unit management agreements or
lease  agreements  for the commercial rental of residential Units in competition
with  Operator  and shall not encourage or solicit any other person or entity to
enter  into  management  agreements or lease agreements with Unit Owners for the
commercial  rental  of  the  Resort's  residential  Units.

4.3  Disclaimers  and  Closing  Certificate.  At  Operator's request, Owner
     --------------------------------------
shall  include  (or  cause  to  be included) such disclaimers and disclosures as
Operator  shall reasonably require from time to time to be printed and displayed
in  any  and  all offering, marketing and sales materials, documents and scripts
relating  to  the  Units, Condominium or Rental Program, and in the sales center
and the model units (if any).  Owner agrees to include the disclaimers set forth
in  EXHIBIT  "G-1" of this Agreement in all purchase and sale agreements for the
    --------------
purchase  and  sale of a Unit and further agrees to require every purchaser of a
Unit  to  sign  at  the  closing  of the Unit the certificate attached hereto as
EXHIBIT  "G-2".

<PAGE>

4.4     Indemnity  By  Master  Manager.  Master  Manager hereby indemnifies each
        ------------------------------
member  of  the Sonesta Group and their officers, agents, salaried attorneys and
employees against any and all claims, damages, losses and expenses of any nature
(including  reasonable  third party legal fees(7) and expenses) asserted against
or  incurred  by any member of the Sonesta Group (except to the extent that such
indemnified  party  has  actual  liability therefore) in any legal proceeding or
claim of any kind or nature brought by any third party ("Claimant") arising from
                                                         --------
or  relating to (a) the use by any agents, employees or other representatives of
Owner  and  Master  Manager  of  the  Sonesta Proprietary Marks (as such term is
defined  in  SECTION  1.77 hereof), or (b) the violation or breach by any agent,
             ------------
employee  or  other  representative  of  Owner and Master Manager of any term or
provision  set  forth  in this ARTICLE IV, or (c) the violation or breach by any
                               ----------
agent, employee or other representative of Owner and Master Manager of the laws,
rules and regulations of the United States and/or the State of Florida governing
the  sale, offering for sale or registration of securities, or (d) the violation
or  breach  by  any  agent, employee or other representative of Owner and Master
Manager of the laws, rules and regulations of the State of Florida governing the
sale, offering for sale and administration of condominium interests or the sale,
offering  for  sale  or  registration of securities, or (e) any other applicable
laws,  unless  the subject indemnified claim is caused solely and proximately by
fraud,  willful  misconduct  and/or  negligence  on  the part of a member of the
Sonesta  Group. This indemnification shall survive termination of this Agreement
or  expiration  of  the Term as well as the purchase of the Resort and/or Resort
Services  Commercial  Lots  by  Operator  or  any  Affiliate  of  Operator.

------------------------
(7)  This  indemnity  for  reasonable  legal  fee  requires  that  Operator  be
represented  by  the  attorneys  chosen  or  approved  by  Master  Manager.

<PAGE>

4.5   Indemnity  by  Operator.  Operator  hereby indemnifies each member of
      -----------------------
the  Master  Manager,  its Affiliates, and their officers, employees, agents and
salaried  attorneys  against any and all claims, damages, losses and expenses of
any  nature  (including legal fees5foot8 This indemnity for reasonable legal fee
requires  that  Operator  be  represented by the attorneys chosen or approved by
Master  Manager  and expenses) asserted against or incurred by any member of the
Master  Manager  (except  to  the  extent that such indemnified party has actual
liability  therefore)  in  any  legal  proceeding or claim of any kind or nature
brought  by any third party ("Claimant") arising from or relating to (a) the use
                              --------
by  any  agents,  employees  or  other  representatives  of Sonesta Group of the
Proprietary  Marks  of  Owner  and  Master  Manager  (as such term is defined in
SECTION  14.2  hereof), or (b) the violation or breach by any agent, employee or
      -------
other  representative  of  Operator (or its Affiliates) of any term or provision
set  forth  in  this  ARTICLE  IV,  or (c) the violation or breach by any agent,
                      -----------
employee  or other representative of Operator of the laws, rules and regulations
of  the  United  States and/or the State of Florida governing the sale, offering
for  sale  or  registration of securities, or (d) the violation or breach by any
agent,  employee  or  other  representative  of  Operator of the laws, rules and
regulations  of  the  State of Florida governing the sale, offering for sale and
administration  of  condominium  interests  or  the  sale,  offering for sale or
registration of securities, or (e) any other applicable laws, unless the subject
indemnified  claim is caused solely and proximately by fraud, willful misconduct
and/or  negligence on the part of a member of the Owner or Master Manager.  This
indemnification shall survive termination of this Agreement or expiration of the
Term  as  well  as  the purchase of the Resort and/or Resort Services Commercial
Lots  by  Operator  or  any  Affiliate  of  Operator.

4.6     Branded  Products.  Except  for  ordinary  guestroom  supplies  and
        -----------------
collateral  materials,  no  items  containing  the Sonesta name or other Sonesta
Proprietary  Marks  may be displayed in model units (if any) or offered for sale
or  otherwise  sold  in  connection  with  the sale of any Unit. Except upon the
receipt  of  explicit,  written  permission,  after  a thorough review by Master
Manager,  Operator  shall not use or disclose the names or  Proprietary Marks of
Owner,  Associations  and Master Manager in Operator's promotion and advertising
of  the  Sonesta  Group  of  any  of  its  Affiliates.

<PAGE>

                                        5
                                   TERMINATION

5.1     Termination  by  Operator.  If  (i)  either construction of the Resort
        -------------------------
Project  is  not  underway  by  April  1, 2005, or the Commencement Date has not
occurred  (or  cannot  as  a practical matter occur) by January 5, 2007; or (ii)
Owner  fails to construct the Resort Project in substantial conformance with the
plans  and specifications and design criteria accepted by Operator; or (iii) the
number  of  Units  available  to be managed by Operator under the Rental Program
drops  below  one  hundred fifty (150) Units at any time during the Term of this
Agreement for a period of 4 consecutive months; or (iv) as the result of actions
or conduct of the Developer, Owner, Master Manager, a Condominium Association or
the  Master  Association  or  as  a  result  of  amendment  of  a Declaration of
Condominium  or  the  Master  Declaration  without  notice  to Operator, the Net
Operating Profit of Project is materially reduced(8), or Operator's control over
the management or operation of the Rental Program or other material component of
the Resort is materially diminished, or Operator's ability to conduct the Resort
Operations  at  the Resort is otherwise materially restricted by Master Manager;
or (v) Master Manager shall be in default of the due performance of any material
term,  covenant  or  condition  which this Agreement requires it to perform, and
shall  fail  to  cure,  correct or remedy such default within the period of time
specified  in the provision relating to such term, covenant or condition (or, if
there  shall  be  none,  then within ten (10) business days after written notice
from  Operator  specifying  the  default  if  the default is monetary, or within
thirty  (30)  days  after written notice from Operator specifying the default if
the  default  is  non-monetary,  or such longer period, not to exceed a total of
ninety  (90)  days,  as  may  be necessary to cure any such non-monetary default
using  due  diligence);  or  (vi)  if  Owner  or  Master  Manager shall make any
assignment  of  its  property  for  the benefit of creditors; or (vii) if Master
Manager's  interest  under  this Agreement shall be taken on execution and Owner
does  not  accede  to its position; or (viii) if Owner or Master Manager files a
petition  for  adjudication  as  a  bankrupt,  for  reorganization  or  for  an
arrangement  under any bankruptcy or insolvency law, or if a receiver or trustee
in  bankruptcy  shall  be  appointed to take over the affairs of Owner or Master
Manager; or (ix) if any involuntary petition under any such law is filed against
Owner  or  Master  Manager and not dismissed within ninety (90) days thereafter;
then,  so  long  as  any  such event is continuing(9), Operator may by notice in
writing  to  Owner  terminate this Agreement forthwith, and the parties shall be
released  from  all  further rights and obligations hereunder except those which
survive termination. In the event of Termination pursuant hereto, Operator shall
provide up to sixty (60) days of Transition Services to the entity in control of
the  Resort  Elements  on the same terms and conditions as are contained in this
Agreement.  The  rights of termination granted Operator in this Section shall be
in  addition  to any other rights or remedies that may otherwise be available to
Operator at law or in equity including, without limitation, rights to damages or
specific  performance.

------------------------
(8)  Applicable  only  after  Operator has elected the compensation described in
Section  6.1b,  herein  and  is  in  that  compensation  mode.
(9)  For  any of the listed grievances to give rise to the rights of Operator in
this  Section,  Operator  must  demonstrate,  in  the  manner  set forth in this
Agreement  to  resolve  budgetary  issues,  that  it  will  be at risk to suffer
material  economic  harm.

<PAGE>

5.2  Termination  by  Master  Manager.  If  one  or more of the following events
     --------------------------------
shall  occur:  (i)  if  Operator  shall  be in default in the performance of any
material  term,  covenant  or  condition  which  this  Agreement  requires it to
perform,  and  shall  fail to cure such default within sixty (60) days (ten (10)
business days for monetary defaults) after receipt of written notice from Master
Manager  specifying  such  default, or such longer period as may be necessary to
cure  any such default using due diligence (provided Operator has commenced said
cure  within  sixty  (60) days of such notice from Master Manager and diligently
pursues  such  cure  to  completion;  provided,  however,  that  the cure period
regarding  payment of sums of money to Master Manager shall be ten (10) business
days);  or  (ii)  if  Operator shall make any assignment of its property for the
benefit of creditors; or (iii) if Operator's interest under this Agreement shall
be  taken on execution; or (iv) if Operator files a petition for adjudication as
a  bankrupt,  for  reorganization  or for an arrangement under any bankruptcy or
insolvency  law, or if a receiver or trustee in bankruptcy shall be appointed to
take  over the affairs of Operator; or (v) if any involuntary petition under any
such  law  is  filed against Operator and not dismissed within ninety  (90) days
thereafter;  or (vi) if Operator shall undergo a change in control (by virtue of
a  change  in  the  ownership  or control of the voting stock of Operator or its
parent  company)  ;  or  (vii)  if  20%  of  the  Participating  Units  owned or
controlled by parties not affiliated with Master Manager or Owner shall drop out
of  Rental Program for in excess of sixty (60) continuous days in any running 12
month  period  as  the result of operational concerns, then, so long as any such
event  is  continuing,  Master  Manager  may  by  notice  in writing to Operator
terminate  the  Term,  in  which  case the Option shall likewise terminate.  The
rights  of  termination  granted  Master  Manager  in  this  Section shall be in
addition  to  any other right or remedy available to Master Manager in law or in
equity including, without limitation, rights to damages or specific performance.

<PAGE>

5.3  Effect  of  Termination.
     -----------------------

     5.3.1  The  termination of the Term for any reason shall not affect (i) any
right,  obligation  or  liability  which  has accrued under this Agreement on or
before  the  effective  date  of  such  termination  or (ii) the indemnification
obligations  set  forth  in  this  Agreement.

     5.3.2 Upon the termination of this Agreement for any reason, Master Manager
and  Operator  shall  cooperate  with  each  other  in  an  effort to achieve an
efficient transition to new Resort management and shall take all steps necessary
or  desirable  to  put Master Manager in full control of the Resort. All Sonesta
signs  and  logos  shall  be  removed from the Resort promptly by Master Manager
following  the  termination  of  this  Agreement.

     5.3.3  Upon  the termination of this Agreement for any reason, Operator and
Master  Manager  shall  cooperate  with each other and take all steps reasonably
necessary  to  cause a smooth and orderly transition of control of the Resort to
Master  Manager  or  the replacement for Operator including, without limitation,
Operator's  delivery of each of the following items if in Operator's possession:
(i)  contracts for the provision of services to the Resort or in connection with
the Resort Operations, (ii) insurance policies with respect to the Resort, (iii)
records  relating to current or prospective guests relating to Units and records
related  to  the  financial obligations of Operator pursuant to such agreements,
(iv) all deposits for the rental of Units not previously earned by virtue of the
use  of  such  Units,  (v)  all  keys,  combinations to locks and other security
devices  for  the  Resort  and/or  Units,  and  (vi)  all  equipment, furniture,
furnishings  and other property of Owner and Master Manager in the possession of
Operator.

     5.3.4.  Operator  shall,  within  sixty (60) days after termination of this
Agreement,  prepare  and  deliver to Master Manager a final accounting statement
(prepared  under  GAAP)  with  respect  to  the  Resort Operations, along with a
statement of any sums due from or to Master Manager and Operator pursuant hereto
as of the date of termination.  All amounts due from or unpaid to Operator shall
be  paid  no  later  than thirty (30) days after receipt of the final accounting
statement.

<PAGE>

                                        6
                                  COMPENSATION

6.1  Fees.  Operator  shall  be paid the following fees as compensation for
     ----
its  services  hereunder,  at  the  time  and  in the manner hereafter provided:

     6.1.1  Base  Management and Marketing Fee.  A base management and marketing
            ----------------------------------
fee  equal  to  five  percent(10)  (5%)  of  Gross  Rental  Revenues  (the "Base
                                                                            ----
Management  and Marketing Fee") shall be paid to Operator on or before the tenth
----------------------------
day  of  each calendar month for each preceding calendar month provided that the
minimum  payment  on  this account shall be an average of the monthly amounts of
the  Base  Management  and  Marketing  Fee  paid  for the previous six months or
$15,000, whichever is greater(11). The minimum fee of $15,000 per month shall be
paid  regardless of the formula contained in this section but only for the first
18 months of the Term. Thereafter the minimum payment of $15,000 per month shall
be  deemed  a  draw  against  the  earned  fee.

     6.1.2  Incentive Share. An Incentive Share equal to 25% of Net Operating
            ---------------
GAAP  Profit  or Loss of the Master Manager (excluding the sum of 2% of the Unit
rental revenue paid to Master Manager by Operator) (the "Incentive Share") shall
                                                         ---------------
be paid to Operator in arrears, in quarterly installments on the 25th day of the
month  following  each  Quarterly  Accounting  Period,  and will be based on the
"projected  Net  Operating  Profit"  for  the  Fiscal  Year  or Fractional Year,
prorated  based  on the number of Quarterly Accounting Periods that have passed.
The  "projected  Net  Operating  Profit or Loss" will be calculated based on the
actual  results  of the Quarterly Accounting Period(s) that have passed, and the
projected  results  of  the remaining Quarterly Accounting Period(s) pursuant to
the  Annual  Plan.  As  the  result  of the payment of such Incentive Share on a
quarterly  basis, the parties acknowledge that subsequent months' operations may
make  the amount of the Incentive Share previously paid result in an overpayment
or  underpayment  on  a  year-to-date  basis.  In  such  event,  an  appropriate
adjustment  shall be made against subsequent quarterly payments of the Incentive
Share,  with  an  annual  reconciliation  as  provided  in  SECTION 6.2 with any
overpayment  to  Operator  being  reimbursed to Master Manager within 30 days of
such  annual  reconciliation.

------------------------
(10) Operator will be paid, out of Gross Rental Revenues, the sum equal to 7% of
the  Unit  rental revenue. This fee is to be debited from the Participating Unit
Owner's revenues. Operator shall then pay to Master Manager the sum of 2% of the
Unit  rental  revenue  as  a  Facilitation  Fee.
(11)  As  soon  as  the exact amount of the Base Management and Marketing Fee is
ascertained , there shall be an adjustment made to increase or decrease the next
succeeding  payments  until  the  exact  amount  owed  is  fully  paid.

<PAGE>

     6.2  Annual  Reconciliation.  At the end of each Fiscal Year, following the
          ----------------------
rendition  of  the Annual Profit and Loss Statement, Master Manager and Operator
shall  promptly  (and  in  all events within thirty (30) days after rendition of
such Annual Profit and Loss Statement) make such adjustments as are necessary to
ensure  that  the  proper  amounts  of  Master  Manager's  Share  and Operator's
Incentive  Share  have  been  paid  for  said  Fiscal  Year.

     6.3  Alternative  Compensation:  Notwithstanding  the terms of Section 6.1,
          -------------------------
above,  Operator  may  elect  to be paid, in lieu of the compensation recited in
6.1,  Two  and  One  Half  per  cent  (2.5%) of the annual Gross Revenues of the
Resort.  Operator  must  make  this  election  to  receive  this  Alternative
Compensation  prior  to  the Commencement Date and such Alternative Compensation
shall  continue  until Operator makes an election to convert to the compensation
plan  described in Section 6.1.  Operator must make the election by July 31st of
the  Fiscal  Year  to  which the change will apply.  Once said election is made,
Operator  may  not  ever  elect  to re-convert to Alternative Compensation.  For
purposes  of this section, the 2.5% fee shall be applied to Gross Revenues minus
the sum of the following: a) revenue  associated with the Communications Package
to Unit Owners or to Resort Guests; and b) sums paid to and retained by Operator
for  the  Base  Management And Licensing Fee.  For purposes of this section, the
Gross Rental Revenues component of Gross Revenues shall not include all taxes to
local,  county,  state  and  tourist  districts.

     6.4  Real  Estate  Taxes.  If directed, Operator shall, on behalf of Master
          -------------------
Manager and Owner, pay all real estate taxes, personal property taxes, excise or
sales  taxes,  special  improvements  and  other  assessments  (ordinary  and
extraordinary)  and  all other taxes, duties, charges, fees and payments imposed
by  any  governmental  or  public  authority which shall be imposed, assessed or
levied  upon,  or  arise  in  connection  with  the ownership, use, occupancy or
possession  of  the Resort Services Commercial Lots during and in respect of the
term  of  this  Agreement  (all  of  which are herein called "Taxes"); provided,
however,  nothing  herein  shall require Operator to pay income taxes imposed on
Owner and/or Master Manager in respect of Owner's and/or Master Manager's income
or  in  respect of any federal or state estate tax, succession tax, maritime tax
or  transfer  taxes  of Owner and/or Master Manager or corporate franchise taxes
imposed  upon  Owner's  and/or  Master Manager's interest in the Resort Services
Commercial Lots.  Operator shall, at Owner's and/or Master Manager's request and
as  Owner's  and/or  Master  Manager's  agent,  contest any Taxes by appropriate
proceedings,  the costs of which shall be deemed Expenses provided that the cost
of  contesting  such  taxes  does  not exceed twenty per cent of the taxes for 2
years.  All  refunds  of  Taxes  shall  be  added to Net Operating Profit of the
Resort  for  the  year  in  which  it  is  received.

<PAGE>

                                        7
                             DAMAGE AND DESTRUCTION

7.1       Restoration.  Subject  to  the  rights of any mortgagee to receive and
          -----------
apply  available  insurance  proceeds  to  discharge  Owner's  indebtedness, and
provided  all or a sufficient number (in Operator's reasonable opinion) of Units
will  be  rebuilt  and adequate parking will be available, Master Manager  shall
cause the owners of damaged property to repair, restore, rebuild and replace any
damage  to  the  Resort or the Resort Services Commercial Lots caused by fire or
insured  casualty  provided  available  insurance  proceeds  and funds otherwise
available  to  cover  the  costs  of rebuilding (i.e. as a loan(s) on reasonable
terms)  are  sufficient  to  cover  the entire costs thereof.  The parties shall
cooperate  in  good  faith  to  maximize the insurance adjustment.  All business
interruption  insurance  proceeds received by Master Manager, Owner and Operator
shall  be  considered  Gross Revenues and applied to pay the ongoing expenses of
the  Resort.  The Base Management Fee shall continue to be paid to Operator each
month during the period from the occurrence of the casualty until restoration is
completed  (the  "Restoration Period"), less what Operator has received from the
proceeds  of business interruption insurance, and shall be based on the revenues
realized  for  the  most recent comparable period(s) of a calendar year in which
there  occurred  no  extraordinary  event (such as a casualty). No Incentive Fee
shall  be  paid  to  Operator during the Restoration Period until the Resort has
received  the  proceeds  of  the business interruption insurance (which shall be
treated  as  Gross  Revenues).  Any  deductible  paid shall not be treated as an
Expense  hereunder.  In  the  event there are insufficient insurance proceeds to
cover  the  entire  costs of rebuilding, Master Manager shall be responsible for
the  excess  costs,  which  shall  not be treated as Expenses hereunder.  If the
Resort has not reopened, or can not reasonably be expected to reopen, within two
years  from the date of the casualty, as a Resort of the same type and class and
in  substantially  the  same condition as the Resort prior to the casualty, then
either  Master  Manager  or  Operator may terminate this Agreement by delivering
thirty  (30)  days  written  notice  of  termination  to  the  other  party.

7.2  Termination.  Notwithstanding the foregoing, if the damage to the Resort is
     -----------
so  extensive  that  the Resort is no longer useable as a Resort of the type and
class  immediately  preceding  such  taking  or condemnation, either Operator or
Master  Manager  may  terminate  this  Agreement by delivering written notice of
termination  to the other party to take effect thirty (30) days from the date of
the  notice.

<PAGE>

                                   ARTICLE 8.
                                  CONDEMNATION

8.1     Termination.  If all or such a portion of the Resort shall be taken or
        -----------
condemned  as  to  make  it  imprudent or unreasonable, in Operator's reasonable
opinion,  to  use  the  remaining  portion  as  a  Resort  of the type and class
immediately  preceding  such  taking  or condemnation, then in either event this
Agreement shall cease and terminate as of the date that is thirty (30) days from
the  issuance  of  notice  by  either  party.

8.2  Compensation.  Operator shall be entitled to submit and process a claim for
     ------------
damages,  including  moving expenses and damages to fixtures and equipment owned
by  Operator,  if  any.  Master Manager agrees to cooperate with Operator to the
extent  necessary  to  enable  Operator  to present and process a claim for such
items.

<PAGE>

                                    ARTICLE 9
                                    INSURANCE

9.1  Insurance  Requirements.
     -----------------------

     9.1.1  Operator  will  obtain  and  maintain  comprehensive  general and/or
     -----
umbrella  liability  insurance for the Resort and the Resort Services Commercial
Lots,  with  minimum  coverage  in the amount of $25,000,000(12) combined single
limit  for injury to or death of one or more people in any single occurrence and
for damage to or destruction or loss of property, which shall name Owner, Master
Manager,  Operator, the Condominium Associations, the Property Associations, and
the  Unit  Owners that are part of the Rental Program as additional insureds. In
addition, Operator shall maintain the following types of insurance at such times
and  in such amounts as Operator deems necessary or advisable, and provided same
is  available  on  usual  terms  and at customary rates: (i) comprehensive crime
bond,  (ii)  innkeeper's  insurance,  and  (iii)  automobile,  bodily injury and
property damage liability and physical damage insurance, all of which shall name
Owner, Master Manager, and Operator as an additional insured parties. Owner will
obtain  and  maintain,  in  the  name  and  for  the  account of Owner, property
insurance  insuring  the Resort against damage or loss by fire or other casualty
covered by the broad form, comprehensive perils, on a replacement cost basis, in
an  amount  equal to at least the full replacement value of the Resort (less any
customary  deductible  amount),  including  business  interruption insurance and
boiler  and  machinery  insurance,  which  policy  shall name Master Manager and
Operator  as  additional  insureds. Master Manager shall have the right, but not
the  obligation,  to  maintain  insurance  with  respect  to Units in the Rental
Program and charge the premiums to the owners of the Units (subject to the terms
and  provision set forth in the applicable Management Agreement). Operator shall
assist  Master  Manager  in  obtaining  property  insurance,  if  so  requested.

------------------------
(12)  The  parties agree to consider the recommendation of the insurance agency,
broker  or  carrier  that  Master  Manager  employs to underwrite and place this
insurance. The Parties acknowledge that the institutional lender(s) that provide
financing  to  the  Resort  may  dictate  the  insurance  requirements.

<PAGE>

     9.1.2  Operator  may  maintain  any insurance permitted or required by this
Agreement  under  a  blanket  policy  covering  the  Resort and other properties
operated  by  Operator  or  its  Affiliates,  in  which case the premiums may be
allocated  by  Operator  on a reasonable basis among the various properties. All
insurance  required  to be maintained pursuant to this Article 9 shall be placed
with  companies  reasonably  acceptable to Master Manager and Operator and shall
include  as  additional  insured  the  holder  of  any  mortgage  instrument, if
requested  by  Master  Manager.

     9.1.3  Within fifteen (15) days of the inception or renewal of all policies
required  herein,  Operator  shall  deliver  to  Master  Manager  certificates
evidencing  that all insurance required to be maintained under this Agreement is
in  full  force  and effect. In addition, at least thirty (30) days prior to the
date  on  which  any  insurance  premiums  must  be  paid to prevent delinquency
thereof,  Operator  will,  upon  request  of  Master  Manager, deliver to Master
Manager a statement or statements showing the amount of the premiums required to
be  paid,  the name and mailing address of the party to whom the same is payable
and receipts reflecting that all such amounts have been fully paid.

     9.1.4  Master Manager and Operator shall consult each other with regards to
a  reasonable  allocation  of  insurance  premiums  between  Owner,  Condominium
Associations,  Property  Associations,  and the Unit Owners that are part of the
Rental  Program.

9.2     Worker's  Compensation  Insurance.  Master  Manager and Operator shall
        ---------------------------------
maintain  Worker's  Compensation  Insurance  for its respective employees of the
Resort,  up to the statutory limit, including broad form all states coverage and
Employer's  Liability; the costs thereof shall be treated as Expenses hereunder.
Within  fifteen  (15)  days  of  receipt  of a written request, each party shall
furnish  the other with an insurance certificate evidencing that it has obtained
such  required  Worker's  Compensation  Insurance.

<PAGE>

                                       10
                                 INDEMNIFICATION

10.1     Indemnification  of  Operator.  Master  Manager  assumes  sole  and
         -----------------------------
complete  responsibility  for, and will indemnify and hold harmless Operator and
its  Affiliates and their respective partners, members, shareholders, directors,
officers, employees and agents from and against all payments of money, including
those  with  respect  to  fines,  penalties,  taxes,  losses, damages, costs and
expenses,  such  as  reasonable attorney fees(13), investigation expenses, court
costs,  deposition expenses, and travel and living expenses ("Payments"), due to
                                                              --------
any  claim, demand, challenge, cause of action, lawsuit, dispute or controversy,
investigation  or  administrative  proceeding  made  by  any  person  or  entity
("Claim")  with respect to (A) this Agreement (to the extent that this Agreement
  -----
is  the  link to the Operator for a cause of action arising out of the following
events or documents), the Rental Management Agreement, any Management Agreement,
the  Rental  Program,  the  Master  Association Management Agreement, the Master
Association,  the Master Declaration and other governing documents of the Master
Association,  the  Condominium Association Management Agreement, the Condominium
Association, the Declaration of Condominium and other governing documents of the
Condominium,  the  CDD,  the  CDD Management Agreement, the governing documents,
legal  requirements  and taxation/assessment procedures of the CDD, the Optional
Services Agreements, the Optional Services and any other services provided under
this  Agreement,  and  any and all matters arising in connection with any of the
foregoing,  (B)  the operation of the Resort (including, without limitation, the
administration,  operation  and management of: the Rental Program as directed by
Master  Manager,  Participating Units, property owned by the Master Association,
Condominium  Associations  and/or  CDD,  the  Resort  Services  Commercial Lots,
property  owned  by  Owners or its Affiliates, and operation of all other Resort
facilities  and  amenities,  and  including the providing of Resort Services and
Optional  Services)  by  Operator  or  any  Affiliate of Operator, (C) sales and
marketing  activities  of  Owner  and its Affiliates, Master Manager, agents and
employees  regarding  the  Condominium  Units,  Town  Homes,  Resort  Services
Commercial  Lots,  Rental  Program,  Rental  Management  Agreements,  timeshare
offerings and/or any other portion of the Project including, without limitation,

------------------------
(13)  This  indemnification  for reasonable attorneys' fees requires that Master
Manager  shall  designate  the  attorneys  to  represent  and  defend Operator's
interests.

<PAGE>

any  alleged  or  actual violations of federal or state securities laws, (D) any
alleged  or actual misrepresentation or fraud by Owner or its Affiliates, agents
and  employees,  (E)  any  alleged  or  actual breach or default by Owner or its
Affiliate  of any covenant, term or provision set forth in this Agreement or any
breach  or  inaccuracy  of  any representation or warranty of Owner set forth in
this  Agreement,  (F)  development,  financing,  construction  and  operational
activities  of  Owner and its Affiliates, agents and employees as to the Project
or  any  portion  thereof  including,  without limitation, latent conditions and
defects  in  design,  "structural  defects"  (as such term is defined in Section
                                                                         -------
3.2.3  hereof),  defects  in  materials or workmanship, non-conformance with the
-----
final  plans and specifications approved by Operator, and failure to comply with
applicable laws in relation to design, construction or materials, ("Construction
Defects")  (G)  any  responsibility,  liability  or  obligation  of Owner as the
developer  of  the  Project, developer of the Resort, Declarant under the Master
Declaration,  Declarant  under  the  Declaration  of  Condominium  or  creator /
declarant of the CDD, (H) Owner's failure to comply with the requirements of the
ADA,  or  (I)  any  acts  or omissions of Owner or anyone associated with Owner,
including  those  caused  by  or  based on: (1) violation of any law, ordinance,
code,  regulation,  judgment  or  decision;  (2) theories of vicarious liability
(including  agency,  apparent  agency and employment); (3) Operator's failure to
compel  Owner's  compliance  with  the  provisions  of  this  Agreement; and (4)
Payments  made  by Operator, or for which Operator is responsible, in connection
with  Operator  enforcing  Owner's  obligations.  Notwithstanding  the preceding
language  of  this  subsection (a), Owner shall not be liable for the Payment of
any  indemnified  Claim  to  the  extent such Claim is caused by or results from
Operator's  gross  negligence  or  willful  misconduct occurring during the Term
(including gross negligence or willful misconduct based on theories of vicarious
liability).  The  provisions of this SECTION 10.1 shall not constitute a release
                                     ------------
of  any rights of Operator arising as a result of any breach or default by Owner
of  a  provision  of  this  Agreement  and  shall  not  supersede  any  right of
termination  belonging  to  Operator.  If  Operator causes loss to the Resort by
virtue  of  any  negligent  act, Operator shall not be personally liable for the
loss  unless  and  until  the negligent act or omission is repeated two (2) more
times  within  36  months.  In  the  event  that  a negligent act or omission is
repeated  as  aforesaid,  such  third  repeated act or omission shall constitute
gross  negligence  and  Operator  shall  be  responsible  for  all  direct costs
resulting  therefrom.

<PAGE>

10.2  Defense Against Claims.  Operator shall provide reasonable notice to Owner
      ----------------------
and  Master  Manager  of  any Claim in respect of which Operator intends to seek
indemnification  from Master Manager; provided, however, that Operator's failure
to  give  such  notice shall not relieve Master Manager from its indemnification
obligations  hereunder  except  to  the  extent  that Master Manager or Owner is
actually  prejudiced  thereby.  Master  Manager will defend Operator against all
Claims  covered  by  Master  Manager's  indemnification  obligations  under this
Agreement.  The  indemnified  party  shall  have  the  right  to employ separate
counsel  in  any  such action and to participate in the defense thereof, but the
fees  and expenses of such counsel shall not be at the expense of Master Manager
if  Master  Manager has assumed the defense of and responsibility for the action
with  counsel  reasonably  satisfactory  to indemnified party; provided that the
fees  and  expenses  of  indemnified  party's counsel shall be at the expense of
Master  Manager  if  (i)  the  employment  of such counsel has been specifically
authorized  in  writing  by  Master Manager or (ii) indemnified party shall have
been  advised  by  Master  Manager's  legal  counsel that there is a conflict of
interest or issue conflict involved in the representation by counsel employed by
Master  Manager  in the defense of such action on behalf of indemnified party or
that  there  may  be  one  or more legal defenses available to indemnified party
which  are not available to Master Manager that preclude joint representation by
the  same  law  firm  (in  which case Master Manager shall not have the right to
assume  the  defense  of  such  action  on behalf of indemnified party, it being
understood,  however,  that Master Manager shall not, in connection with any one
such action or separate but substantially similar or related actions in the same
jurisdiction  arising  out  of the same general allegations or circumstances, be
liable  for  the  reasonable fees and expenses of more than one separate firm of
attorneys  for  indemnified  party, which firm shall be designated in writing by
indemnified  party  and  approved  by  Master  Manager;  and, Master Manager has
entered  into  a  written  fee  agreement  with  said  firm).

10.3  Survival.  The  provisions of this Article shall survive any cancellation,
      --------
termination  or  expiration  of  this Agreement or the Term, whether by lapse of
time  or  otherwise,  and  shall be binding upon Master Manager and Operator and
their respective successors and assigns but only to the extent of the statute of
limitations  applicable  to  the  claim.

<PAGE>

                                   ARTICLE 11
                    MASTER MANAGER'S AND OPERATOR'S COVENANTS

11.1     Initial  Construction.
          ---------------------

     11.1.1  Timing  and  Construction  Standards.  Master  Manager  will  cause
             ------------------------------------
Developer  to  use  diligent  efforts to complete construction of the Project as
quickly  as practicable.  Without limiting the generality of the foregoing, from
and  after  the  Commencement Date (which, by definition will not occur until at
least  One Hundred Fifty (150) Units have enrolled in the Rental Program, Master
Manager  shall cause Developer to use diligent efforts to obtain Certificates of
Occupancy or the local equivalent on all remaining Units in Phase One as quickly
as  possible, but in no event later than one hundred and eighty (180) days after
the  Commencement Date.  Master Manager shall cause the Resort to be constructed
(a)  subject  to  the Operating Standard, in a good and workmanlike manner, with
finishes  and  workmanship comparable in quality to the finishes and workmanship
of  Hilton  Grand  Vacation  Resort, Orlando, Florida (b) in accordance with all
applicable  laws,  regulations,  codes and ordinances and (c) in accordance with
the  plans and specifications approved by Operator.  Master Manager shall ensure
that  all  units  that  are  included  in  its  Rental Program for management by
Operator  are  finished  to  the  specifications as attached hereto and all said
units  become members of the Tierra Del Sol Club. Operator acknowledges that all
Town-Home  units  sold  by  Owner up to August 31, 2004 do not comply with these
specifications and did not include membership of the Tierra Del Sol Club. Master
Manager  will  use  its best endeavors to sell unit buyers an upgrade package so
that  they  will  comply  with  this  clause.

     11.1.2  Construction  Oversight and Punch List.  Master Manager shall cause
             --------------------------------------
Developer  to  deliver to Operator, for Operator's review and comment, the plans
and  specifications  pertaining  to the original construction of the Resort, and
any subsequent expansion or other construction in connection with same, together
with  all  change  orders  unless the proposed changes and modifications are not
material  as  to  their  effect.  For  purposes  of  this paragraph, a change or
modification  shall  be  deemed to be material as to its effect if it causes any
item  or  feature  of  the Resort to differ from what is customary in the Resort
industry  for  "4-Diamond"  resorts,  increases  the  expense  of maintaining or
operating  the  Resort, diminishes the usefulness or practicality of any item or
feature  of  the  Resort,  or may affect the operation of the Resort, the Rental
Program  or  the other Resort Operations, financially or otherwise.  On or about
the  time  of  issuance of the certificates of occupancy for the Resort Services
Commercial  Lots,  Master  Manager  and Operator and the project architect shall
jointly  inspect  the  parts  of  the  Project  to  be  utilized  in  the Resort
Operations,  including  the  Resort Services Commercial Lots, and shall create a
punch  list  of  items to be finished or corrected.  Master Manager covenants to
cause  Developer  to  promptly  finish  or  correct, or cause the contractors to
promptly  finish  or correct, all punch list items.  The Commencement Date shall
not  occur until Master Manager and Operator are satisfied that the parts of the
Project  to  be  utilized  in the Resort Operators are in all respects ready for
occupancy  and  full business operation by Operator, except for minor punch list
items which, in Operator's reasonable judgment, do not materially interfere with
the  full  normal  operations of the Resort.  Operator acknowledges that some of
the  interiors of certain Town Homes sold prior to August 31, 2004 do not comply
with  the  standards  required  of  this clause and as such shall not be offered
inclusion  in  the Master Manager's Rental Program until they are in compliance.

<PAGE>

     11.1.3  Defects.  After  Operator  takes occupancy of the Resort and Resort
             -------
Services  Commercial  Lots,  it  shall  provide  Master Manager and the Owner(s)
thereof with notice of matters related to Construction Defects, although failure
to provide such notice will not constitute a waiver of claims with regard to the
defects.  Master  Manager  shall  cause  Developer to remedy the defects with as
little  impact  to  the  Resort  Operations  as  reasonably  possible.

<PAGE>

11.2     Initial  FF&E.  The  design  plans  and initial budget to furnish the
         -------------
Resort,  including  the  Resort  Services  Commercial  Lots  (the  "Initial FF&E
                                                                    ------------
Budget"),  shall  be  subject  to Master Manager's and Operator's prior, written
approval  and  to  compliance  with  the  Operating  Standard.  All items of the
initial  Furniture,  Fixtures  and  Equipment, including Operating Equipment, to
furnish the Resort and the Resort Services Commercial Lots (the "Initial FF&E"),
                                                                 ------------
shall  be  subject  to  the approval of Master Manager and Operator prior to the
purchase of any item of the Initial FF&E.  The Initial FF&E Budget shall include
sufficient  quantities  of  Operating  Equipment  (including  linens,  china and
glassware  etc.),  in  Master  Manager's  and Operator's reasonable judgment, to
operate  the  Resort.  Owner  recognizes that artwork forms an important part of
the  image  of  Sonesta  properties.  As  such, the artwork which is part of the
Initial FF&E shall be selected by Operator but is subject to the approval of the
Master  Manager,  however,  in the event of a disagreement over the selection of
the  artwork, the opinion of the Operator shall prevail, unless the disagreement
is  budgetary, in which said event the final decision rests with Master Manager,
subject  to the artwork selected by Operator being commensurate with artwork for
a  first  class  Resort  in  a  metropolitan  area  in  the  United  States.

     In  order  to  participate  in  the Rental Program, each Participating Unit
shall  be  required  to  contain the standard package of Furniture, Fixtures and
Equipment  sold  by  or  provided  by Master Manager in various arrangements and
approved  by  Operator  for  compliance  with  the  quality  standard package of
Operating Equipment approved by Master Manager and Operator, the initial cost of
which  shall  be  borne by the Participating Unit Owner or Master Manager as the
Management  Agreement  will  dictate.  The  initial  Furniture,  Fixtures  and
Equipment  package  and Operating Equipment package for Participating Units will
be  comparable  to  the  furniture,  fixtures  and  equipment  and the operating
equipment  and supplies contained in units at the Hilton Grand Vacations Resort,
Orlando,  Florida  in  terms of style and quality.  The design plans and budgets
for  the  furniture,  fixtures  and  equipment  and  the operating equipment and
supplies to be furnished initially to the Participating Units, and selection and
purchase  of  same, shall be subject to Operator's prior written approval, which
shall  not  unreasonably  be  withheld.

11.3     Amendments  To  Declaration  of  Condominium or Master Declaration or
         --------------------------------------------------------------------
Related  Documents.  The  current versions of the Declaration of Condominium and
------------------
the  Master  Declaration,  as  of  the  Effective  Date,  are attached hereto as
EXHIBITS  "H"  AND "I", respectively.  Master Manager covenants that, as long as
       ---------------
Owner,  or  its Affiliate, maintains control over the Condominium Association or
the Master Association, it will not propose, consent to or otherwise finalize or
record  any  amendment to the Declaration of Condominium, the Master Declaration
or  the  Articles  or  By-Laws  of  the  Condominium  Association  or the Master
Association that is "material and detrimental as to its effect" upon Operator or
that  adversely  affects  the  Resort  or  the  Resort  Operations or the Resort
Services  Commercial  Lots  without  reviewing  the  proposed amendment with the
Operator  and  obtaining  Operator's  consent thereto.  Master Manager covenants
that,  after  Master  Manager  no  longer maintains control over the Condominium
Association  or the Master Association, it will not propose, consent, approve or
otherwise  finalize  or  record any amendment to the Declaration of Condominium,
the Master Declaration or the Articles or By-Laws of the Condominium Association
or  the  Master  Association  that  is material and detrimental as to its effect
without advising the Operator.  Master Manager agrees to insert into the several
management  agreements,  including but not limited to the association and rental
association  management  agreements,  a  clause that requires the association to
fund  a  capital  reserve  account  for purposes of viability.  In this context,
viability  means  that the viability of the manager's ability to properly manage
the  association  is  dependent  on  the  viability  of the annual budgets.  For
purposes  of  this paragraph, an amendment shall be "material and detrimental as
to  its  effect"  only  if  it  can  reasonably  be  expected to have an adverse
financial  effect  on the Resort, the Rental Program or the Resort Operations or
if  it  can reasonably be expected to have more than a de minimus adverse effect
in  any  other respect (other than financially).  The provisions of this SECTION
                                                                         -------
11.3  shall not survive termination of this Agreement or expiration of the Term.
---

<PAGE>

11.4  Title  Covenants.  Master  Manager  covenants  and  agrees:(a) to promptly
      ----------------
remove,  discharge  or bond or cause to be removed, discharged or bonded any and
all  liens  suffered  to be placed on the Resort Services Commercial Lots or any
part  thereof or any other real property owned by Owner or its Affiliates within
the  Project  that is operated as part of the Resort, not caused by Operator, in
order that the possession by Operator of the Resort Services Commercial Lots and
other  such  real property shall not be disturbed; (b) to incur no encumbrances,
easements,  liens,  covenants,  charges,  burdens, claims, restrictions or other
rights  of  third  persons with respect to the Land or Resort or Resort Services
Commercial Lots, including rights and obligations secured thereby, which may, in
Operator's  reasonable  judgment,  materially  adversely  affect  the  Resort
Operations,  title to the Land or the Resort or Resort Services Commercial Lots;
(c)  not  to  do or fail to do anything that would violate the terms, covenants,
conditions  and  obligations  to  be  made, kept, observed or performed by Owner
under  any  concession, security instrument or other agreement in respect of the
Resort or Resort Services Commercial Lots that would adversely affect the Resort
Operations.

11.5     Pre-Opening  Services.  No  later  than eight (8) months prior to the
         ---------------------
anticipated  Commencement  Date,  the  Pre-Opening  Budget  shall be prepared by
Operator  and  approved  by Master Manager.  Master Manager shall be responsible
for all costs and expenses in the Pre-Opening Budget, as the same may be amended
as set forth herein and will reimburse Operator promptly, on a monthly basis for
any and all expenditures under the Pre-Opening Budget. Master Manager recognizes
that  Operator,  with  written  notice  to  Master  Manager,  may  incur certain
pre-opening  expenditures  before  the  Pre-Opening Budget has been prepared and
approved.  Master  Manager  agrees  that the Pre-Opening Budget will be intended
only  to  be  a  reasonable  estimate  and may need to be amended should opening
conditions  or  circumstances  change.  Master  Manager  acknowledges  that  the
Pre-Opening  Budget will be premised upon an assumed soft opening and subsequent
Commencement  Date.  If  the  actual Commencement Date is later than the assumed
date  or  if  opening  conditions  materially  change, certain line items of the
Pre-Opening  Budget  will  need  to  be adjusted in order to ensure a successful
opening of the Resort.  Master Manager agrees to reasonably consider and approve
requests  from  Operator  for such changes in the Pre-Opening Budget.  Operator,
for  and  on  behalf  of Master Manager, is authorized to take all action deemed
reasonably  necessary  by  Operator  to  implement,  perform  and/or  cause  the
performance  of  the  items  set  forth  in  the  Pre-Opening  Budget.

<PAGE>

     During  the  period  prior  to  the  Commencement  Date,  regular  periodic
inspections,  including  the required periodic pre-opening inspections, shall be
conducted  jointly  by  Master  Manager and Operator for the purpose of insuring
substantial  compliance with the plans and specifications for the Resort Project
and  to  maintain  a  current  punch  list.  Owner agrees to take all reasonable
measures  necessary  to  remedy  or  cause  Developer to remedy any deficiencies
pursuant  to  the  plans  and  specifications and requirements of this Agreement
indicated  by such pre-opening inspection.  Should Operator elect, it may accept
the Resort and/or Resort Services Commercial Lots conditionally, subject to such
deficiencies  being  remedied  by  Master Manager.  Any acceptance of the Resort
and/or  Resort Services Commercial Lots by Operator shall have no binding effect
and  may  be  rescinded by Operator if any such deficiency or deficiencies shall
subsequently  be discovered or Owner fails to cause any identified discrepancies
to  be remedied to Operator's reasonable satisfaction.  In addition, Owner shall
cause  the  Resort  and Resort Services Commercial Lots to be made available for
Operator's  performance  of  the  Pre-Opening  Services.

11.6     Sales Office.  Operator acknowledges and agrees that Owner and Master
         ------------
Manager will occupy offices in the Resort in the area where the other commercial
spaces  are  located,  at a specific location within such area for use as a real
estate  sales  office  for the sale and resale of the Condominium Units and Town
Home  Units  and  Timeshare  and Vacation Club memberships and other real estate
activities  (the  "Sales  Office")  and  Master  Manager shall occupy offices to
                   ---------------
perform  its duties and responsibilities in managing its affairs, the affairs of
the  Condominium  and  Homeowners'  Associations,  the  CDD  and  duties  and
responsibilities  related  to  this  Agreement.

11.7  Exclusivity.  During  the  Term  of  this  Agreement,  Operator  shall not
     ------------
operate  another hotel, resort, time-share or like facility (including any other
hospitality  or  leisure-related  concepts)  under  the name "Sonesta" within 50
miles  of  the  Resort,  or  otherwise  license the name "Sonesta" for such use.

11.8  Purchasing.  As  requested by Master Manager, Operator shall supervise and
      ----------
purchase  or arrange for the purchase of capital items (including Initial FF&E),
Operating Equipment, food, beverages, inventories, provisions and supplies which
in  the  normal  course of business are necessary and proper for the maintenance
and  operation  of  the Resort and shall be entitled to collect its then-current
mark-up  with  respect  to  such purchased items, which mark-up shall not exceed
seven  percent  (7%).  Operator  shall  use  reasonable  efforts to purchase the
Furniture,  Fixtures  and  Equipment,  Operating  Equipment  and other goods and
supplies on competitive terms, including price, giving due regard to maintaining
the  Quality  Standards.

<PAGE>

                                   ARTICLE 12
                         AMERICANS WITH DISABILITIES ACT

12.1     Requirements of ADA.  The parties acknowledge that the Americans With
         -------------------
Disabilities  Act  of  1990  (42  U.S.C.  Sec.12101 et seq.) and regulations and
guidelines  promulgated  thereunder,  as  all  of  the  same  may be amended and
supplemented  from  time  to time (collectively referred to herein as the "ADA")
                                                                           ----
establishes  requirements  for  business  operations,  accessibility and barrier
removal, and that such requirements may or may not apply to the Resort depending
on,  among  other  things:  (1)  whether the Resort Operations and/or the Resort
and/or  each Unit and/or the Resort Services Commercial Lots is deemed a "public
accommodation"  or  "commercial  facility,"  (2)  whether  such requirements are
"readily  achievable,"  and  (3)  whether  a given alteration affects a "primary
function  area"  or  triggers  "path  of  travel"  requirements.

12.2     Master  Manager  Compliance  with  ADA.  Master  Manager and Operator
         --------------------------------------
hereby  agree  that  Master Manager shall be responsible for compliance with all
requirements  of  the ADA with respect to the initial construction of the Resort
and  all components thereof and Master Manager  agrees that it or another entity
controlled  by Owner will retain title to or control over a sufficient number of
Units  that  comply  with  the  use and access requirements of the ADA (the "ADA
                                                                             ---
Compliant Units") to ensure compliance by the Resort with the ADA, and will make
--------------
the  ADA  Complaint  Units  available at all times for use as part of the Rental
Program,  or will otherwise guaranty that there will be sufficient ADA Compliant
Units  in  the  Rental  Program  at  all  times.

12.3  Delivery  of  Compliance  Certificate.  As  soon as reasonably practicable
      -------------------------------------
after  substantial  completion  of  the  Resort, Master Manager shall obtain and
deliver to Operator a certification by the project architect certifying that the
initial  construction  of  the  Resort  complies  with  the  then-current  ADA
requirements.  Master  Manager  shall  be  responsible  for  compliance with all
requirements  of  the  ADA  with respect to any alterations to the Resort and/or
Resort  Services  Commercial  Lots  made  during  the Term (including repair and
restoration  performed  in  connection  with  a casualty event or Condemnation),
including  the  cost of ADA Title III "path of travel" requirements triggered by
such  alterations.  Operator  shall be solely responsible for requirements under
Title  I  of  the  ADA  relating  to  hiring  and  firing  of  Resort employees.

<PAGE>

                                   ARTICLE 13
                            SONESTA PROPRIETARY MARKS

13.1     Ownership of Sonesta Marks.  Operator shall demonstrate its ownership
         --------------------------
of  and  shall  use  Sonesta  Proprietary  Marks  in  the  performance  of  its
responsibilities  pursuant  to this Agreement. No other party acquires rights to
the  Sonesta Proprietary Marks pursuant to this Agreement or otherwise. No other
party  will  assert  any ownership or other rights in the Sonesta Marks and will
take  no  action whatsoever to contest Operator's proprietary interest in any of
them.

13.2     Changes. Operator, from time to time in its discretion, may modify
         -------
all  or  any  part  of  the  Sonesta  Proprietary  Marks.  As soon as reasonably
possible,  Operator  will  cease  using the former Sonesta Proprietary Marks and
commence  using  the  modified  Sonesta  Proprietary  Marks  with respect to the
operation  of  the Resort. Operator shall be solely responsible for any expenses
associated  with  the  modifications  of  Sonesta  Proprietary  Marks.

13.3     Defense  or  Enforcement  of the Sonesta Proprietary Marks. Master
         ----------------------------------------------------------
Manager  will  immediately  notify  Operator  of  anything  that  Master Manager
reasonably  believes  may  affect  Operator's  ownership  or  use of the Sonesta
Proprietary  Marks  ("Sonesta  Proprietary  Marks  Claim").  If  Owner or Master
                      ----------------------------------
Manager  is  named  as  a  party  in any proceedings with respect to any Sonesta
Proprietary  Marks  Claim,  Master  Manager  must deliver copies of all relevant
documents  to  Operator within seven days after receipt of them by any affiliate
of Master Manager, and tender the defense to Operator. Operator, at its expense,
will  defend  against such Sonesta Proprietary Marks Claim resulting solely with
respect  to  the  use  of  the  Sonesta  Proprietary Marks.  If Operator makes a
determination  with  respect  to  any proceedings or  negotiations in connection
with  the  Sonesta  Proprietary  Marks  through  legal  counsel,  or there is an
adjudication by a court of competent jurisdiction, that a third party's right to
all  or  any  part  of  the Sonesta Proprietary Marks is superior to Operator's,
Operator  will cease using that part of or all of the Sonesta Marks with respect
to  the  operation  of  the  Resort.

<PAGE>

13.4     Master  Manager's and Owner's use of Sonesta Marks. Master Manager
         --------------------------------------------------
and  Owner  shall have the limited right to use the Sonesta Proprietary Marks in
(a)  promotional,  marketing, sales, or advertising literature pertaining to the
Resort,  (b)  legal  documents  or  agreements pertaining to the Resort, and (c)
official  documents  or  instruments  to be filed with governmental or municipal
departments  or  offices  pertaining to the Resort, subject to obtaining, in all
cases,  Operator's  prior  written  approval,  which approval may be withheld in
Operator's  sole  discretion, and subject to compliance with the other terms and
conditions  of  this  Agreement.

                                   ARTICLE 14
                                  ARBITRATION

14.1     Any  dispute  arising  hereunder  between Master Manager and Operator
shall  be  referred  for decision to arbitration as follows.  Within twenty (20)
days  of  the  receipt  by one party of written notice from the other requesting
arbitration  and  describing  in  detail  the dispute to be resolved, each party
shall  choose  an  arbiter  with  at  least  ten (10) years' experience in or in
connection  with  the  hospitality  industry,  and  both  of said arbiters shall
together  resolve  said  dispute.  If  either  party fails to appoint an arbiter
within  the  period of time set forth herein for appointment of an arbiter, then
the  other  party  may  apply  to  the American Arbitration Association, Orlando
Office,  for  the  appointment of such arbiter.  In the event that said arbiters
are  unable to resolve said dispute within thirty (30) days of the date the last
of  them  was  appointed,  they  shall  together select a third arbiter.  Within
thirty  (30) days of the selection of said third arbiter with like experience in
or  in  connection with the hospitality industry, said third arbiter shall issue
written  notice  to all Parties choosing the position advocated by either one of
the  parties' arbiters, without compromise.  If the parties' arbiters are unable
to agree on a third arbiter within twenty (20) days, then either party may apply
to  the American Arbitration Association, Orlando Office, for the appointment of
a  third  arbiter  to  decide  the  dispute.  Any arbitration hereunder shall be
conducted  in Orlando, Florida and the representatives of the respective parties
shall  have  the  opportunity to submit written or documentary evidence and oral
testimony  for  the  consideration  of  said  third  arbiter.

<PAGE>

14.2     The decision in writing of the third arbiter so selected or appointed
shall be final and conclusive upon both parties.  The costs and expenses of such
arbitration,  including the compensation and expenses of such third arbiter, but
excluding  attorneys'  fees,  shall  be borne by the parties as the arbiters may
determine,  but  failing  such  determination, as an Expense; provided, however,
that  if  the  third  arbiter  finds  that a claim submitted for arbitration was
frivolous  or  that  a  party's  conduct  during  the  arbitration procedure was
unreasonable,  the  party  making  said  claim or conducting itself unreasonably
shall  bear all such costs and expenses.  Either party may apply to any court of
competent  jurisdiction for an order confirming the award; judgment of the court
shall  be  entered  upon  the  award  unless  the  award is vacated, modified or
corrected  as  provided  by  law.

14.3  All  arbiters shall be bound by the provisions of this Agreement and shall
not  have  the  power to subtract from, add to, or modify same.  If requested by
either party, an arbitration shall be conducted in accordance with the Expedited
Procedures  provisions  of  the  Commercial  Arbitration  Rules  of the American
Arbitration  Association  (or  any similar successor rules) applicable as of the
date  of  the  initiation  of  arbitration.

14.4  The  pendency  of  arbitration proceedings hereunder shall stay the rights
and/or  obligations  of  the  parties  as  to  the  matter  in  dispute.

14.5  Pending  the  decision  of  the  arbiters,  the  parties shall endeavor to
operate  under  this Agreement with as little disruption to the operation of the
Resort  as  possible.

                                   ARTICLE 15
                               GENERAL PROVISIONS

15.1     Subordination  to  Financing.
         ----------------------------

     15.1.1  Owner  or  its Affiliates may borrow money from one or more lenders
for the acquisition, development and/or construction of the Project (or portions
thereof).  Operator  shall,  upon  written  request  from Owner, attorney to any
mortgagee  who  enters  into  a  non-disturbance  agreement  with  Operator.

15.2     Nature  of Relationship.  Owner acknowledges that the relationship of
        -----------------------
the parties established by this Agreement is an agency coupled with an interest.
This Agreement is not terminable absent default of Operator or the occurrence of
other  events  as  specified  in  SECTION  5.2.  Operator shall not be deemed or
                                  ------------
construed  to be, and shall not be, under any circumstance or for any purpose, a
partner  or  joint venturer of or with Owner or any Affiliate of Owner including
Master Manager by virtue of, or under, this Agreement or otherwise in respect of
the  Project,  Resort,  Town  Homes  and/or  Condominiums.

<PAGE>

15.3     Notice. All notices, requests, consents and other communications
         ------
required  or  permitted  under  this  Agreement  shall  be in writing (including
electronic  transmission)  and  shall  be  (as elected by the person giving such
notice)  hand  delivered  by  messenger  or  courier  service,  electronically
transmitted,  or  mailed  (airmail  if international) by registered or certified
mail  (postage  prepaid),  return  receipt  requested,  addressed  to:

If  to  the  Owner  at:          Tierra  del  Sol  Resort,  Inc.
                                 2015  Reston  Road,  #2211
                                 Orlando,  Florida  32837
                                 Attn:     Malcolm  Wright
                                 Fax  No.  (407)  251-8455
                                 e-mail:  malcolmwri@aol.com


With  a  copy  to:

If  to  the  Master Manager at:  c/o American Leisure Hospitality Group, Inc.
                                 2015  Reston  Road,  #2211
                                 Orlando,  Florida  32837
                                 Attn:     James  E.  Baldridge
                                 Fax  No.  (407)  251-8455
                                 e-mail:


If  to  the  Operator  at:       Sonesta  International  Hotels  Corporation
                                 116  Huntington  Avenue,  9th  floor
                                 Boston,  Massachusetts  02116
                                 Attn:  Office  of  the  Treasurer
                                 Fax  No.  (617)  421-5423
                                 e-mail:                  and
                                 pesonnabend@sonesta.com

With  a  copy  to:               Gunster,  Yoakley  &  Stewart,  P.A.
                                 500  East  Broward  Boulevard
                                 Fort  Lauderdale,  Florida  33394
                                 Attn:  Andrew S. Robins, Esq. and
                                        Susan K. Robin, Esq.
                                 Fax  No.  (954)  523-1722

<PAGE>

or to such other address as any party may designate by notice complying with the
terms  of  this  Section.  Each such notice shall be deemed delivered (a) on the
date  delivered  if  by  personal delivery; (b) on the date of transmission with
confirmed  answer  back  if by electronic transmission; and (c) on the date upon
which  the  return  receipt  is  signed  or delivery is refused or the notice is
designated  by the postal authorities as not deliverable, as the case may be, if
mailed.

15.4     Amendments.  The  provisions  of  this  Agreement may not be amended,
        ----------
supplemented,  waived  or  changed  orally,  but only by a writing signed by the
party  as  to  whom  enforcement  of  any  such amendment, supplement, waiver or
modification  is  sought  and  making  specific  reference  to  this  Agreement.

15.5     Severability.  If  any  provision  of  this  Agreement is contrary to,
         ------------
prohibited  by  or  deemed  invalid  under  applicable  law  or regulation, such
provision  shall  be  inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and  shall  be given full force and effect so far as possible.  If any provision
of  this  Agreement  may  be  construed  in two or more ways, one of which would
render  the provision invalid or otherwise voidable or unenforceable and another
of  which would render the provision valid and enforceable, such provision shall
have  the  meaning  which  renders  it  valid  and  enforceable.

15.6     Governing  Law. This  Agreement and all transactions contemplated by
         --------------
this  Agreement  shall  be governed by, and construed and enforced in accordance
with,  the  laws  of  the  State  of  Florida.

15.7     Jurisdiction  and  Venue.  The parties acknowledge that a substantial
         ------------------------
portion  of  the  negotiations  and  anticipated  performance  of this Agreement
occurred  or  shall  occur  in  Orlando,  Florida.  Any  civil  action  or legal
proceeding  arising out of or relating to this Agreement shall be brought in the
courts  of  record of the State of Florida in Orange County or the United States
District  Court,  Southern  District  of  Florida, Orlando Division.  Each party
consents  to  the  jurisdiction  of such court in any such civil action or legal
proceeding  and  waives  any  objection to the laying of venue of any such civil
action  or  legal  proceeding  in  such  court.

<PAGE>

15.8     Further  Assurances.  The  parties  hereby agree from time to time to
         -------------------
execute  and deliver such further and other transfers, assignments and documents
and  do  all  matters  and  things, which may be convenient or necessary to more
effectively  and  completely  carry  out  the  intentions  of  this  Agreement.

15.9     Headings.  The  headings  contained  in  this  Agreement  are  for
         --------
convenience of reference only, are not to be considered a part of this Agreement
and shall not limit or otherwise affect in any way the meaning or interpretation
of  this  Agreement.

15.10     Binding  Effect.  All  of the terms and provisions of this Agreement
          ---------------
shall  be  binding  upon,  inure  to  the  benefit of, and be enforceable by the
parties  and  their  respective  legal representatives, successors and permitted
assigns,  whether  so  expressed  or  not.

15.11     Assignment.  Operator shall have the right to assign its interest in
          ----------
this  Agreement,  with  Master  Manager's  written  consent, to any Affiliate of
Operator  or  to  any  person or entity with which or into which Operator may be
merged  or  to  which  it may transfer substantially all of its assets, provided
that  any  such assignee enjoys the same rights to the Sonesta Marks as Operator
enjoyed and provided, further, that such assignee assumes Operator's obligations
hereunder  pursuant  to  an assumption agreement which is satisfactory to Master
Manager and provided further that such assignee has the same or better operating
experience  and  standards  as the assignor. Neither Operator nor Master Manager
shall  have  the  right  to  make  any other assignment of this Agreement or any
interest  herein  without  the  prior  written  consent  of  the  other.

15.12     Enforcement Costs. Subject only to the provisions of Article XIV, if
          -----------------
any  civil  action,  arbitration  or  other  legal proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default
or  misrepresentation  in  connection  with any provision of this Agreement, the
successful  or prevailing party or parties shall be entitled to recover from the
non-prevailing  party  reasonable  attorneys'  fees,  sales and use taxes, court
costs  and  all  expenses even if not taxable as court costs (including, without
limitation,  all  such  fees, taxes, costs and expenses incident to arbitration,
appellate,  bankruptcy  and  post-judgment  proceedings), incurred in that civil
action,  arbitration  or  legal  proceeding,  in addition to any other relief to
which  such  party  or  parties  may be entitled. Attorneys' fees shall include,
without  limitation,  paralegal  fees, investigative fees, administrative costs,
sales  and  use  taxes  and  all  other  charges  billed  by the attorney to the
prevailing  party.

<PAGE>

15.13     Remedies Cumulative. Except as otherwise expressly provided herein, no
          --------------------
remedy  herein conferred upon any party is intended to be exclusive of any other
remedy,  and  each  and  every  such  remedy shall be cumulative and shall be in
addition  to  every other remedy given hereunder or now or hereafter existing at
law  or  in equity or by statute or otherwise.  No single or partial exercise by
any  party  of  any right, power or remedy hereunder shall preclude any other or
further  exercise  thereof.

15.14     Force Majeure.  Neither party shall be liable to the other in damages,
          --------------
nor  shall  this  Agreement  be  terminated,  because  of  any  Force  Majeure.

15.15    Consents or Approvals. Except as otherwise provided herein, whenever in
         ----------------------
this  Agreement  the consent or approval of Owner, Master Manager or Operator is
requested  by  the  other  party  in  writing,  and  provided  this  Section  is
specifically  referenced  in  such  request,  such  consent or approval shall be
deemed  granted  unless  Operator,  Master Manager or Owner (as the case may be)
delivers  a  written denial thereof to the requesting party within ten (10) days
of  its  receipt  of  the  request.  Unless  provided  to  the  contrary in this
Agreement,  any  such denial must be reasonable and must set forth the reason(s)
for  denial  in  reasonable  detail.

15.16     No Recording of Memorandum of Agreement. No party shall have the right
          -----------------------------------------
to record a Memorandum of Agreement with respect to this Agreement in the Public
Records  of  Polk  County  or  Orange  County,  Florida.

15.17     Master Manager's Representations.  Master Manager represents and
          --------------------------------
warrants  that  it  is  authorized  by  the  fee  owner  of  the Resort Services
Commercial Lots and has full right and authority to enter into this Agreement on
the terms and conditions set forth herein, and no other person or entity has any
right  of  possession in or to the Resort Services Commercial Lots, and that the
provisions  of  this Agreement do not conflict with or violate the provisions of
existing agreements with any third parties. These representations and warranties
shall  survive  termination  of  this  Agreement  or  expiration  of  the  Term.

15.18     Providing Information. Operator shall cooperate with Master Manager in
          ----------------------
providing  financial  and  other  information  reasonably  requested  by Owner's
lender(s)  regarding  the  operation  of  the  Resort.

<PAGE>

15.19     Time of the Essence. Time is of the essence with respect to Operator's
          ---------------------
and  Master  Manager's respective obligations hereunder; provided, however, that
any  delay in the performance of any such obligations due to causes set forth in
SECTION  15.14  shall  be  deemed  to  extend  the  time for performance of such
--------------
obligations  for  the  period  of  such  delay;  and  provided  further that the
inadvertent or incidental failure of either party to meet a deadline that has no
material  effect  shall  not  result  in  termination  of  this  Agreement.

15.22     Counterparts.  This  Agreement  may  be  executed  in one or more
          ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.  Confirmation  of
execution by telex or by telecopy or telefax of a facsimile signature page shall
be  binding  upon  any  party  so  confirming.

15.23     Days.  Any reference in this Agreement to "days" shall mean calendar
          ----
days,  unless  a  contrary  intent  is  clearly  set  forth.

15.24     Entire Agreement.  This Agreement and the Exhibits and Schedules
          ----------------
attached  hereto  represent  the  entire understanding and agreement between the
parties  with  respect  to  the  subject matter hereof, and supersedes all other
negotiations,  understandings  and  representations (if any) made by and between
such  parties.

     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
as  of  the  day  and  year  first  above  written.

                    BALANCE OF PAGE INTENTIONALLY LEFT BLANK
<PAGE>

                                 SIGNATURE PAGE
                                 --------------

                               OPERATING AGREEMENT

                     AMERICAN LEISUREHOSPITALITY GROUP, INC.

                            AND SONESTA ORLANDO, INC.

                                JANUARY 29, 2005


                                            OPERATOR:

WITNESSES:                                  SONESTA ORLANDO, INC.
/s/ Steven Parker
---------------------------------           By: /s/ Alan  M.  Sonnabend
Print  Name: Steven Parker                  Name:  Alan  M.  Sonnabend
            ---------------------                  -------------------
/s/ Malcolm J. Wright                       Title: Vice  President
---------------------------------                  ------------------
Print  Name: Malcolm J. Wright              Date:  January 29, 2005
            ---------------------                  -------------------



                                            MASTER  MANAGER:

                                            AMERICAN  LEISURE  HOSPITALITY
                                            GROUP,  INC.

WITNESSES:

-----------------------------------
/s/ Steven Parker
-----------------------------------         By: /s/ James  E.  Baldridge

Print  Name: Steven Parker                  Name:   James  E.  Baldridge
           ------------------------                 --------------------
/s/ Malcolm J. Wright                       Title:  Chief  Executive  Officer
-----------------------------------
                                            Date:   January 29, 2005
Print  Name: Malcolm J. Wright                      ------------------------
            -------------------------


<PAGE>


ROSTER  OF  EXHIBITS  AND  SCHEDULES                              CITATIONS
------------------------------------                              ---------

Exhibit  A     -     Legal  Description  (Preamble)                    1.43
Exhibit  B     -     Resort  Description  (Preamble)
Exhibit  C     -     CDD  Facilities  -  Need                          1.13
Exhibit  D     -     (1)  Rental  Management  Agreement                1.17  (a)
                     (2)  Unit  Management  Agreement                  1.65, 4.1
Exhibit  E     -     Roster of Leases by Master Manager from          Footnote 3
                     Owners  of  Resort  Commercial  Lots
Exhibit  F     -     Roster  of  Resort  Commercial  Lots              1.74
Exhibit  G-1   -     Form  of  Disclaimer                              4.3
Exhibit  G-2   -     Certificate  of  Disclaimer                       4.3
Exhibit  H     -     Declaration  of  Condominium                     11.3
                     Costa  Blanca at Tierra del Sol, A Condominium
Exhibit  I     -     Master  Declaration of Tierra del Sol Resort     11.3
                     HOA,  Inc.
Exhibit  J     -     Roster  of  Sonesta  Proprietary  Marks          1.77

Schedule  1.5                                                        Section 1.5

Data  Summary  of  the  Resort Operation As Shall Be Depicted in the Annual Plan

<PAGE>

                                    EXHIBIT B
                                    ---------
                               RESORT DESCRIPTION
                               ------------------
TIERRA  DEL  SOL  RESORT

-     972  Condominiums  and  Townhomes  Vacation  Homes
-     100,000  sq.  ft.  +/-  Clubhouse  featuring
          Registration  &  Concierge  Facilities
          Full  Service  Restaurant,  Kitchen  &  Lounge
          Lobby  Lounge
          Deli  Market
          Spa  &  Salon
          Fitness  Center
          Video  Arcade
          Private  Multi-purpose  Rooms
          Special  Programs  Room
          Tierra  del  Sol  Owner's  Club
          Administrative  Offices
          Master  Association  Administrative  Office
          Sales  &  Marketing  Offices
-     Swimming  Pool  and  Deck  with  Lazy  River  and  Waterslides
-     Pool  Snack  Bars  and  Restroom  Facilities
-     Mini-golf  (future)
-     Interactive  Water  Park  with  Wave  Pool  and  Rapid  River  (future)
-     Wakeboard  Water  Attraction  Facility  (future)
-     Administration  Building
-     Operations  and  Maintenance  Center
-     Housekeeping  and  Trash  Storage  Kiosks

<PAGE>

                                    EXHIBIT C
                                    ---------
                              ROSTER OF COMPONENTS
                    WESTRIDGE COMMUNITY DEVELOPMENT DISTRICT
                               ("CDD FACILITIES")

Road  &  Street  Lighting

-     Offsite  Sewer  &  Water  Improvements
-     US  27  Improvements  (accel-decel  lanes)
-     Curbs,  Asphalt, Striping & Signage (Collector Roadways and certain Common
      Area  Parking  Areas)
-     Arbors  at  various  Sidewalk  Locations
-     Main  Boulevard  (4-lane)  and  Bike  Lane  &  Landscaped  Median
-     Sidewalks
-     Site  Electrical  &  Progress  Energy  Transformers
-     Fire  Hydrants

Water  &  Wastewater

-     Water,  Sewer  &  Reclaimed  (Re-use)  Water  Lines,  Stormwater  System
-     Sanitary  Sewer  Lift  Station

Landscaping  &  Common  Areas

-     Entrance  Lighting
-     US  27  Frontage  &  Boundary  Berm  &  Landscaping
-     Common  Area  Fountains  &  Hardscape
-     Common  Area  Seed,  Sod  &  Irrigation
-     Entrance  Sign  &  Hardscape
-     Landscaping  Facilities  &  Building
-     Landscaping  Equipment
-     Bus  Shelter  &  Bus  Stop  Improvements
-     Grading
-     Survey  &  Layout
-     Wayfinding  Signage  (other  than  entrance)

<PAGE>

Utilities  &  Fire  Safety

-     Burying  Existing  Power  Lines
-     Site  Fire  Protection  System  &  Backflow  Preventers
-     Security  &  Fire  Control  Head-in  Building
-     Trash  Compactor  &  Enclosure

Land

-     Common  Area  Land

Professional  Consultants

-     Civil  Engineering
-     Landscape  Architecture
-     Building  Architecture
Boundary,  Topographical  and  Jurisdictional  Boundary  Surveying

<PAGE>