Exhibit 4.48


This document prepared by,
and after recording return to:
Sharon Bauer Berman, Esq.
Global Capital Advisors, Ltd.
106 Colony Park Dr.
Suite 900
Cumming, GA 30040


                         MORTGAGE AND SECURITY AGREEMENT

     THIS MORTGAGE AND SECURITY  AGREEMENT (this "Mortgage") is made and entered
into as of the 24th day of April, 2001, by and between ST. MARKS REFINERY, INC.,
a Florida  corporation  ("Borrower"),  and  wholly-owned  subsidiary of American
International  Petroleum  Corporation  ("Parent"),  having  an  address  at 5201
Westshore  Boulevard,  Tampa,  Florida 33611-5699,  and GCA STRATEGIC INVESTMENT
FUND LIMITED, a Bermuda corporation  ("Lender"),  having an address at Mechanics
Building, 12 Church Street, Hamilton HM II, Bermuda;


                              Background Statement

     Parent and Lender are parties to that certain Securities Purchase Agreement
dated of even date herewith (the "Securities  Purchase  Agreement")  pursuant to
which  Lender  agreed to purchase  from Parent a  Convertible  Debenture  in the
principal   amount  of  Three  Million  Three  Hundred  Forty  Thousand  Dollars
($3,340,000.00). The purchase is evidenced by that certain Convertible Debenture
dated  April 24,  2001 from Parent to Lender  (the  "Note").  Parent  desires to
secure  the Note with a security  interest  in certain  real  property  owned by
Borrower.  The Securities Purchase Agreement,  the Note, this Mortgage,  and all
other  instruments  evidencing  securing or  otherwise  relating to the Note are
hereinafter referred to as the "Mortgage Documents".

     NOW,  THEREFORE,  in  consideration  of the foregoing,  and intending to be
legally bound hereby, Borrower hereby agrees as follows:
<PAGE>

     ARTICLE 18.1 FOR AND IN  CONSIDERATION  of the sum of $10.00 and other good
and valuable consideration in hand paid by Lender, at and before the sealing and
delivery  of these  presents,  the receipt  and  sufficiency  whereof are hereby
acknowledged,  Borrower has granted,  bargained, sold mortgaged and conveyed and
by these  presents does hereby grant,  bargain,  sell,  mortgage and convey over
unto Lender all right,  title and  interest of Borrower in and to the  following
described property (collectively, the "Premises"):

          (i) all those  certain  tracts,  pieces or  parcels  of land  owned by
     Borrower located in Wakulla County, Florida,  described on Exhibit A hereto
     and made a part hereof  (the "Real  Property");  [Company to provide  legal
     Description of the Refinery]

          (ii) all easements,  rights-of-way, strips and gores of land, streets,
     ways, alleys, passages, sewer rights, water rights, minerals, crops, timber
     and other emblements now or hereafter located on the Real Property or under
     or above the same or any part or parcel thereof,  and all estates,  rights,
     titles, interests, tenements,  hereditaments and appurtenances,  reversions
     and remainders whatsoever,  in any way belonging,  relating or appertaining
     to the Real Property or any part thereof,  or which  hereafter shall in any
     way  belong,  relate  or be  appurtenant  thereto,  whether  now  owned  or
     hereafter acquired by Borrower;

          (iii) all monies and proceeds from the Real Property including without
     limitation from leases,  tenant contracts,  rental agreements and contracts
     (collectively,  the "Leases"),  licenses, permits, rents, issues or profits
     including  but  not  limited  to  all  rents,  refunds,   rebates,   tenant
     reimbursements,  condemnation awards and proceeds of the sale of, insurance
     on or other borrowings secured in whole by any of the Real Property or such
     leases, tenant contracts, rental agreements,  contracts, licenses, permits,
     rents issues or profits;  reserving  only the right to Borrower  (except as
     otherwise  provided  herein)  to  collect  the  same so long as there is no
     Default  (as  hereinafter   defined)  which  shall  have  occurred  and  be
     continuing; and

          (iv) all claims and causes of action arising from or otherwise related
     to any of the foregoing,  and all rights and judgments related to any legal
     actions in  connection  with such claims or causes of action,  and all cash
     (or  evidences  of cash or of rights to cash) or other  property  or rights
     thereto relating to such claims or causes of action.

     ARTICLE 18.2 TO HAVE AND TO HOLD the Premises  unto Lender  forever for its
own proper use and behoof.  Borrower  covenants that Borrower is lawfully seized
of the Real Property in fee simple absolute, that Borrower has good right and is
lawfully  authorized  to sell,  convey or encumber  the  Premises,  and that the
Premises  are free and clear of all  encumbrances.  Borrower  warrants  and will
forever defend the Premise  against the claims of all persons  whomsoever.  This
Mortgage is a self operative security agreement with respect to the Premises and
is intended to  constitute a security  agreement  as required  under the Florida
Uniform  Commercial  Code,  but the  Borrower  agrees to execute  and deliver on
demand  such  other  security   agreements,   financing   statements  and  other
instruments  as Lender may  reasonably  request in order to perfect its security
interest or to impose the lien


<PAGE>

hereof more  specifically upon any of the Premises and Lender shall have all the
rights and remedies of a secured party under the Florida Uniform Commercial Code
in addition to those specified herein.

     ARTICLE 18.3 THIS  Mortgage is given to secure the payment and  performance
of   the   following   described   obligations   (collectively,   the   "Secured
Obligations"): (a) all indebtedness and all obligations of Borrower, whether now
existing or hereafter arising,  evidenced by the Note, together with any and all
renewals,  modifications,  consolidations,  replacements and extensions thereof;
and (b) such future  advances,  if any, as may  hereafter be made by Lender upon
the  request of the then owner of record of the  Premises,  to such owner at any
time before full payment of all amounts secured by this Mortgage,  plus interest
thereon and any disbursements made within twenty (20) years from the date hereof
for the  payment  of taxes,  levies or  insurance  on the  Premises  or any part
thereof,  or any other amount  contemplated  by this Mortgage,  with interest on
such disbursements.

     ARTICLE 18.4 SHOULD THE SECURED  OBLIGATIONS BE PAID according to the tenor
and effect  thereof  when the same  shall  become  due and  payable,  and should
Borrower perform all covenants  herein  contained in a timely manner,  then this
Mortgage and the  conveyance  effected and the liens granted hereby shall cease,
terminate and be null and void.


                            COVENANTS AND AGREEMENTS

     ARTICLE 1.1 Payment of Secured Obligations.

     Borrower shall pay all amounts due under the Secured  Obligations  promptly
as the same shall become due.

     ARTICLE  1.2 Taxes,  Liens and Other  Charges.

     Borrower shall pay, on or before the final due date thereof, all (a) taxes,
assessments,  and other charges of every  character  whatsoever now or hereafter
levied  on,  assessed,  placed or made  against  the  Secured  Obligations,  the
Premises,  this Mortgage,  or any other Loan Document, or any interest of Lender
in the Secured  Obligations,  the Premises or the Note Documents  (collectively,
the  "Impositions");  (b)  premiums on policies of  insurance  now or  hereafter
covering the Premises, and any and all other insurance policies now or hereafter
collaterally  pledged to Lender;  (c) ground rentals or other lease rentals,  if
any, payable by Borrower;  (d) utility charges,  whether public or private;  and
(e) penalties and interest on any of the  foregoing.  Borrower will promptly pay
any tax  arising  out of the  passage  of any law,  order,  rule or  regulation,
subsequent to the date hereof,  in any manner changing or modifying the laws now
in force governing the taxation of deeds to secure debt or security  agreements,
or debts secured thereby,  or the manner of collection  thereof.  Borrower shall
promptly  deliver to Lender upon demand receipts  showing timely payment in full
of all of the  above  items.  Borrower  may,  to the  extent  and in the  manner
permitted by law, (i) pay the Impositions in  installments  if such  installment
payment would not create or permit the filing of a lien against the Premises and
(ii)  contest the payment of any  Impositions  in good faith and by  appropriate
proceedings  on the  following  conditions:  (A)  any  such  contests  shall  be
prosecuted diligently and in a manner not prejudicial to the rights, liens


<PAGE>

and security  title of Lender,  (B) Borrower  shall deposit funds with Lender or
obtain a bond in form and substance and with an issuing company  satisfactory to
Lender in an amount  sufficient  to cover any amounts  which may be owing in the
event the contest may be  unsuccessful,  (C) no contest may be conducted  and no
payment  may be delayed  beyond the date on which the  Premises,  or any portion
thereof,  could be sold for nonpayment and (D) Lender may pay over to the taxing
authority  entitled  thereto  any or all of the funds at any time  when,  in the
opinion of Lender's counsel,  the entitlement of such authority to such funds is
established.  Furthermore,  if any mechanic's or materialmen's  claim of lien or
any  involuntary  lien is filed against the Premises,  Borrower will have thirty
(30) days from the date of the  filing  of such lien to  discharge  the claim or
lien of record by payment,  deposit in court or bond, or otherwise  contest such
claim or lien, provided any such action or contest will preclude  enforcement of
such claim or lien.

     ARTICLE 1.3 Insurance and Condemnation.

     (a) Borrower shall procure for,  deliver to and maintain for the benefit of
Lender during the term of this  Mortgage,  certificates  evidencing  issuance of
fully  paid  insurance  policies  issued by such  insurance  companies,  in such
amounts,  form and substance,  insuring such parties (including Borrower and any
contractor  performing work upon the Premises) and with such expiration dates as
may be required by the Securities  Purchase Agreement or reasonably  required by
the  Lender,  naming  Lender as  mortgagee  and loss payee  with  respect to all
property  insurance and as an  additional  insured with respect to all liability
insurance except worker's compensation.  Borrower shall cause any builder's risk
insurance  covering any improvements to the Premises to be replaced by permanent
insurance promptly upon completion of such improvements and without any lapse in
coverage.  At least thirty (30) days prior to the expiration date of each policy
maintained  pursuant  to this  section,  certificates  evidencing  a renewal  or
replacement  thereof  satisfactory  to  Lender  shall be  delivered  to  Lender,
together with receipts  evidencing the payment of all premiums  required to keep
such  insurance  in effect for the full term of such policy.  At the  reasonable
request of Lender,  Borrower shall provide evidence  satisfactory to Lender that
all such insurance is in effect.  If the Premises or any part thereof is damaged
by fire or any other cause,  Borrower will give immediate written notice thereof
to Lender.

     (b) Borrower shall notify Lender  immediately  upon obtaining  knowledge of
the institution, or the proposed, contemplated or threatened institution, of any
action  for the  taking  through  condemnation  (which  term  when  used in this
Mortgage   shall   include  any  damage  or  taking  by  any   governmental   or
quasi-governmental  authority  and any transfer by private sale in lieu thereof)
of the Premises or any part thereof.

     (c) Lender shall be entitled to all compensation, awards and other payments
arising from any casualty, condemnation or damage to the Premises or any portion
thereof  and  to  give  receipts  and  acquittances   therefor,  and  is  hereby
authorized, at its option, to adjust or compromise any casualty, condemnation or
damage claim or cause


<PAGE>

of action,  to commence,  appear in and  prosecute,  in its own or in Borrower's
name, any action or proceeding relating to any casualty,  condemnation or damage
claim or cause of  action,  and to  settle or  compromise  any claim or cause of
action in connection therewith. Each insurance company,  condemning authority or
other  party is hereby  authorized  and  directed  to make  payment for all such
claims  and causes of action  directly  to Lender,  instead of to  Borrower  and
Lender  jointly.  In the event any insurance  company,  condemning  authority or
other  party  fails to  disburse  directly  and solely to Lender  but  disburses
instead  either solely to Borrower or to Borrower and Lender  jointly,  Borrower
agrees  immediately  to endorse and transfer such  payments to Lender.  Upon the
failure of Borrower to endorse and transfer such  payments as aforesaid,  Lender
may execute such  endorsements  or transfers for and in the name of Borrower and
Borrower   hereby   irrevocably   appoints   Lender  as  Borrower's   agent  and
attorney-in-fact  so to do. Lender shall not be  responsible  for any failure to
collect any  insurance  proceeds,  any  condemnation  award or any other payment
relating  to the  Premises,  regardless  of the  cause  of such  failure.  After
deducting from any condemnation,  insurance or other proceeds received by Lender
all reasonable  expenses of Lender incurred in the collection and administration
of such sums,  including  attorney's fees,  Lender may apply the net proceeds or
any part thereof,  at its option,  to any one or more of the following:  (i) the
payment of the Secured  Obligations,  whether or not due and in  whatever  order
Lender  elects,  (ii) the repair,  replacement or restoration of the Premises or
any part thereof,  and (iii) any other  purposes for which Lender is entitled to
advance funds under this Mortgage,  all without  affecting the security interest
created by this  Mortgage;  and any balance of such moneys not applied by Lender
as aforesaid shall be paid to Borrower or the person or entity lawfully entitled
thereto.  Notwithstanding  the  foregoing,  provided  (i) no Default  shall have
occurred and be continuing, and (ii) the casualty, condemnation or damage to the
Premises  does not  substantially  impair  Borrower's  ability  to  operate  the
Premises in the same manner as immediately prior to such casualty,  condemnation
or damage,  in the event of a "Minor Loss" (being  defined as a loss equal to or
less than  $25,000.00),  Borrower  shall give Lender written notice of such loss
but shall retain all rights to adjust and compromise  such loss with  Borrower's
insurance company, to collect and receive the proceeds with respect thereto, and
to apply  the  same to the  restoration  of the  Premises.  In the  event of the
foreclosure  of this Mortgage or any other  transfer of title to the Premises in
extinguishment or partial extinguishment of the Secured Obligations,  all right,
title and interest of Borrower in and to all  insurance  policies  then in force
(including  any  premiums  paid  in  advance),   all  insurance  proceeds,   all
condemnation  proceeds and awards and all claims and judgments for damage to the
Premises or any portion thereof shall pass to the purchaser or Lender,  and said
purchaser  or Lender  shall have the right to receive  all  awards,  proceeds or
payments  relating  thereto  to the  extent of any  unpaid  Secured  Obligations
following such sale,  with legal interest  thereon,  whether or not a deficiency
judgment on this Mortgage shall have been sought or recovered, and to the extent
of  reasonable  counsel  fees,  costs and  disbursements  incurred  by Lender in
connection with the collection of such award, proceeds or payments.

     ARTICLE 1.4  Operation,  Care and  Inspection of Premises.

     Borrower shall  maintain the Premises in good  condition and repair,  shall
not  commit  or  suffer  any  waste to the  Premises  or do or suffer to be done
anything which would increase the risk of


<PAGE>

casualty  to the  Premises  or any part  thereof  or which  would  result in the
cancellation  of any  insurance  policy  carried with  respect to the  Premises.
Borrower shall comply  promptly with all  applicable  laws,  rules,  ordinances,
regulations,  judgments, governmental determinations,  restrictive covenants and
easements  affecting the Premises or any part thereof (the  "Requirements")  and
shall  cause the  Premises to comply at all times and in all  respects  with all
Requirements,  and shall at all times  operate  the  Premises,  and  perform any
construction  of any portion  thereof,  in all respects in  accordance  with all
Requirements.  Borrower shall promptly repair, restore or replace, to the extent
and in a manner  reasonably  satisfactory  to Lender,  any part of the  Premises
which may be damaged by fire or other  casualty  or which may be affected by any
condemnation  proceeding,  provided that Lender  thereafter  makes  available to
Borrower  (pursuant to a procedure  reasonably  satisfactory  to Lender) any net
insurance or  condemnation  proceeds  actually  received by Lender in connection
with such  casualty,  loss or  condemnation,  to the extent  such  proceeds  are
required  to defray the  expense  of such  restoration,  repair or  replacement;
provided,  however, that the insufficiency of or delay in receipt by Borrower of
any such net  proceeds  shall in no way relieve  Borrower of its  obligation  to
promptly restore, repair or replace. Lender and any persons authorized by Lender
shall  have the right at all  reasonable  times to  inspect  the  Premises,  any
improvements  existing or being constructed thereon and all materials used or to
be used in such improvements;  provided,  however, that nothing contained herein
shall be  deemed  to  impose  upon  Lender  any  obligation  to  undertake  such
inspections  or any  liability  for the failure to detect or failure to act with
respect  to  any  defect  which  was  or  might  have  been  disclosed  by  such
inspections.  Notwithstanding  anything to the contrary herein, no material part
of the Premises now or hereafter  conveyed as security under this Mortgage shall
be removed,  demolished or materially  altered without the prior written consent
of Lender, unless replaced with similar items of at least similar quality within
a reasonable period.

     ARTICLE 1.5 Further Assurances;  After-Acquired  Property.

     The lien of this Mortgage shall attach automatically,  without further act,
to all of the after acquired or leased property  located in, on, or attached to,
or used or  intended  to be used in  connection  with the  Premises  or with the
operation of Borrower's business. Without limiting the foregoing,  Borrower will
notify Lender in writing prior to the  acquisition or lease of any real property
or any  interest  therein  and  will,  prior to any such  acquisition  or lease,
provide such additional  documents as Lender may reasonably  require pursuant to
this  Section  2.5.  Borrower  shall  execute and deliver  (and pay the costs of
preparation  and  recording  thereof)  to  Lender,   upon  demand,  any  further
instrument  or  instruments  so  as to  evidence,  reaffirm,  correct,  perfect,
continue or preserve the  obligations of Borrower under the Mortgage  Documents.
Upon any failure of Borrower so to do, Lender may make, execute,  record,  file,
re-record  and/or  re-file any and all such  instruments  for and in the name of
Borrower,  and  Borrower  hereby  irrevocably  appoints  Lender  the  agent  and
attorney-in-fact of Borrower to do so.

     ARTICLE 1.6 Expenses.

     Borrower  will pay or  reimburse  Lender,  upon  demand  therefor,  for all
reasonable  costs  and  expenses  of any  kind  (including  fees  of  attorneys,
auditors,  appraisers and  inspectors)  paid or incurred by Lender in connection
with the collection of the Secured Obligations or in connection with the



                                       1
<PAGE>

collection of any insurance or other  proceeds or  enforcement  of any rights of
Lender  under or relating  to this  Mortgage  or the other  Mortgage  Documents,
including the costs of any suits or proceedings or disputes of any kind in which
Lender is made or appears as a party plaintiff or defendant or which are, in the
reasonable judgment of Lender,  expedient to preserve or protect its interest in
the  Premises  (including  condemnation,   insolvency,   bankruptcy  or  probate
proceedings,  administrative proceedings, proceedings relating to enforcement of
laws or  regulations,  forfeiture  proceedings,  and  appeals  at all  levels of
appeal,  whether  before or after  entry of  judgment  or other  determination).
Borrower  will pay any and all  interest and  penalties  owing on account of the
Secured Obligations or any one or more of the Mortgage Documents,  including any
interest or  penalties  arising on account of failure or delay in payment of any
of the items referred to in this provision. All such reasonable costs, expenses,
penalties  and interest paid or incurred by Lender shall be added to the Secured
Obligations and shall be secured by this Mortgage.

     ARTICLE 1.7 Reports.

     Borrower shall keep and maintain or shall cause to be kept and  maintained,
at  Borrower's  cost and  expense,  records and accounts as required in the Note
Agreement  reflecting  items  of  income  and  expense  in  connection  with the
operation of the  Premises.  Lender and any persons  authorized  by Lender shall
have the right at all reasonable  times upon reasonable prior notice to Borrower
to inspect such books, records and accounts and to make copies thereof.

     ARTICLE 1.8  Encumbrance.

     Borrower shall not,  without the prior written  consent of Lender,  create,
incur,  assume,  or allow to exist any  mortgage,  deed of trust,  pledge,  lien
(including  the  lien  of  an  attachment,  judgment,  or  execution),  security
interest,  or other  encumbrance  of any  kind  upon  any of the  Premises.  The
foregoing  restrictions  shall not apply to (1)  liens in favor of  Lender;  (2)
liens for taxes, assessments, or governmental charges that are not past due; (3)
liens,   pledges,  and  deposits  under  workers'   compensation,   unemployment
insurance,  and social security laws; (4) liens, deposits, and pledges to secure
the  performance  of bids,  tenders,  contracts  (other than  contracts  for the
payment of money),  and like  obligations  arising in the ordinary course of its
business as conducted on the date hereof;  and (5) liens imposed by law in favor
of mechanics, materialmen, warehousemen and like persons that secure obligations
that are not past due.

     ARTICLE 1.9  Conveyance.

     Borrower  shall not,  without the prior  written  consent of Lender,  sell,
transfer, lease, or otherwise dispose of any of the Premises.


                              DEFAULT AND REMEDIES

     ARTICLE 12.5 Defaults.

     The term "Default",  wherever used in this Mortgage,  shall mean any one or
more of the following events:

          (i) the failure by Borrower to pay when due any amount due under or in
     connection with any of the Secured Obligations; or


                                       2
<PAGE>

          (ii) Borrower shall violate,  or fail to comply fully, with all of the
     terms and  conditions of this  Mortgage,  and such  violation or failure to
     comply  shall  remain  uncured for a period of fifteen  (15) days after the
     date of written notice thereof from Lender to Borrower;  provided, however,
     that if such default is curable but requires work to be performed,  acts to
     be done or conditions  to be remedied  which,  by their  nature,  cannot be
     performed,  done or remedied,  as the case may be, within such fifteen (15)
     day  period,  no  Default  shall be deemed  to have  occurred  if  Borrower
     commences  such cure within  such  fifteen  (15) day period and  thereafter
     diligently and continuously prosecutes the same and shall have remedied the
     same within thirty (30) days of such notice; or

          (iii) The  occurrence  of an Event of  Default  under  the  Securities
     Purchase Agreement or that certain Security  Agreement,  as amended between
     Borrower and Lender of even date herewith.

     ARTICLE  12.6  Rights of Lender  Upon  Default.

     If a Default shall have occurred and be continuing, then the entire Secured
Obligations  shall, at the option of Lender,  immediately become due and payable
without notice or demand, time being of the essence,  and Lender, at its option,
may do any  one or  more  of the  following  (and,  if  more  than  one,  either
concurrently or independently,  and in such order as Lender may determine in its
discretion), all without regard to the adequacy or value of the security for the
Secured Obligations:

          (a)  Enter  upon and  take  possession  of the  Premises  without  the
     appointment  of a  receiver,  or an  application  therefor;  at its option,
     operate the Premises;  at its option,  exclude  Borrower and its agents and
     employees wholly therefrom;  at its option,  employ a managing agent of the
     Premises;  and at its  option,  exercise  any one or more of the rights and
     powers of Borrower to the same extent as Borrower could,  either in its own
     name, or in the name of Borrower;  and receive the rents,  incomes,  issues
     and profits of the  Premises.  Lender shall have no obligation to discharge
     any  duties of a  landlord  to any  tenant or to incur any  liability  as a
     result of any exercise by Lender of any rights hereunder;  and Lender shall
     not be  liable  for any  failure  to  collect  rents,  issues,  profits  or
     revenues,  nor be liable to  account  for any  rents,  issues,  profits  or
     revenues unless actually received by Lender.

          (b) Apply,  as a matter of strict  right,  without  notice and without
     regard to the  solvency  of  Borrower or any party bound for payment of the
     Secured  Obligations,  for the appointment of a receiver to take possession
     of and to operate the Premises and to collect and apply the incomes, rents,
     issues, profits and revenues thereof.

          (c) Pay,  perform or observe any term,  covenant or  condition of this
     Mortgage  and  any of the  other  Mortgage  Documents  and  all  reasonable
     payments  made or  reasonable  costs or  expenses  incurred  by  Lender  in
     connection  therewith shall be secured hereby and shall be, without demand,
     immediately  repaid by Borrower to Lender with interest thereon at the rate
     of interest applicable upon the



<PAGE>

     occurrence and during the  continuance of an Event of Default as determined
     in accordance with the Note Agreement (the "Default  Rate").  The necessity
     for any such  actions  and the  amounts to be paid shall be  determined  by
     Lender  in its  discretion.  Lender  is  hereby  empowered  to enter and to
     authorize  others to enter upon the  Premises  or any part  thereof for the
     purpose of  performing or observing any such  defaulted  term,  covenant or
     condition  without  thereby  becoming  liable to  Borrower or any person in
     possession holding under Borrower.  Borrower hereby acknowledges and agrees
     that the remedies set forth in this Paragraph 3.2.3 shall be exercisable by
     Lender,  and any and all  payments  made or costs or  expenses  incurred by
     Lender  in  connection  therewith  shall be  secured  hereby  and shall be,
     without demand, immediately repaid by Borrower with interest thereon at the
     Default Rate,  notwithstanding  the fact that such remedies were  exercised
     and such reasonable  payments made and reasonable  costs incurred by Lender
     after the filing by  Borrower  of a  voluntary  case or the filing  against
     Borrower  of an  involuntary  case  pursuant  to or within  the  meaning of
     Bankruptcy Code,  Title 11 U.S.C.,  or after any similar action pursuant to
     any other debtor  relief law (whether  statutory,  common law,  case law or
     otherwise)  of any  jurisdiction  whatsoever,  now or  hereafter in effect,
     which  may  be or  become  applicable  to  Borrower,  Lender,  the  Secured
     Obligations or any of the Mortgage Documents.  All interest provided for in
     this Subsection shall be payable on demand and shall be calculated from the
     date  such  payment  was  due to the  date  paid  on  the  basis  of a year
     consisting of 360 days.

          (d) At any time,  at  Lender's  election,  proceed at law or equity or
     otherwise to foreclose the lien of this Mortgage as against all or any part
     of the  Premises,  subject  to such  Leases,  tenant  contracts  and rental
     agreements as Lender shall at its option  designate.  All reasonable  costs
     and expenses  incurred by Lender,  including  but not limited to attorneys'
     fees as provided for in this Mortgage or any other Mortgage Document, shall
     thereupon become due and payable as part of the Secured Obligations and may
     be collected and recovered hereunder.

          (e)  Proceed  by a suit or suits in law or in  equity  or by any other
     appropriate  proceeding  or remedy  (i) to enforce  payment of the  Secured
     Obligations  or  the  performance  of  any  term,  covenant,  condition  or
     agreement of this  Mortgage or any of the other  Mortgage  Documents or any
     other right or (ii) to pursue any other remedy available to Lender.

          (f) Lender may apply any moneys and  proceeds  received by Lender as a
     result of the exercise by Lender of any right  conferred under this Section
     3.2 in such order as Lender in its  discretion  may elect  against  (i) all
     reasonable  costs  and  expenses  of the sale of the  Premises  or any part
     thereof  or  any  interest  in  connection  therewith,   including  without
     limitation  such  attorneys' fees as a court may determine to be reasonable
     or just or, at the  option of Lender,  ten  percent  (10%) of the  original
     principal  amount of the  Note,  and  costs of  abstracts  of title and all
     reasonable  costs and  expenses of entering  upon,  taking  possession  of,
     removal  from,  holding,  operating  and  managing the Premises or any part
     thereof, as the case may be, together with any taxes,  assessments or other
     charges  which Lender may  consider it necessary


<PAGE>

     or desirable to pay; (ii) the payments,  costs,  expenses and interest,  if
     any,  referred to in Section 3.2.3 hereof;  (iii) all amounts of principal,
     premiums,  if any,  and  interest  at the time due and  payable on the Note
     (whether at maturity or on a date fixed for any installment  payment or any
     prepayment or otherwise);  (iv) any and all unpaid principal on the Secured
     Obligations; (v) any other amounts owing under the Note Documents; and (vi)
     accrued interest and charges on any or all of the foregoing. The remainder,
     if any, shall be paid to Borrower or any person or entity lawfully entitled
     thereto.


                               GENERAL CONDITIONS

     5.1 No  Waiver;  Remedies  Cumulative.

     No delay or  omission  by Lender to  exercise  any  right,  power or remedy
accruing  upon any  Default  shall  exhaust or impair any such  right,  power or
remedy or shall be construed to be a waiver of any such Default, or acquiescence
therein,  and every right,  power and remedy given by this  instrument to Lender
may be  exercised  from time to time and as often as may be deemed  expedient by
Lender.  No consent  or waiver,  expressed  or  implied,  by Lender to or of any
Default  shall be deemed  or  construed  to be a consent  or waiver to or of any
other Default. No delay, indulgence,  departure, act or omission by Lender shall
release,  discharge,  modify,  change or otherwise affect the original liability
under  the  Mortgage  Documents  or any  other  obligation  of  Borrower  or any
subsequent  purchaser of the Premises or any part thereof,  or any maker, surety
or guarantor,  or preclude Lender from exercising any right,  privilege or power
granted  herein or alter the security  title or lien  hereof.  Lender may at any
time,  without  notice  to  or  further  consent  from  Borrower,  surrender  or
substitute  any  property  or other  security  of any kind or nature  whatsoever
securing the Secured  Obligations or release any  guarantor,  and no such action
will release  Borrower's  obligations  hereunder or alter the effect hereof.  No
right,  power or  remedy  conferred  upon or  reserved  to Lender  hereunder  is
intended to be exclusive of any other right, power or remedy, but each and every
such right,  power and remedy shall be cumulative and concurrent and shall be in
addition to any other right, power and remedy given hereunder or under the other
Mortgage Documents or now or hereafter existing at law, in equity or by statute.

     5.2 Replacement of Mortgage Documents.

     In the event of loss, theft,  destruction,  total or partial  obliteration,
mutilation or inappropriate cancellation of any of the Note Documents,  Borrower
will execute and deliver,  in lieu  thereof,  a  replacement  for such  Mortgage
Document,  identical in form and substance to such Loan Document and dated as of
the date of such Mortgage Document.

     5.3 Survival of Certain  Agreements.

     Notwithstanding   the  repayment  of  the  Secured   Obligations   and  the
cancellation  or transfer of the Mortgage  Documents,  or any foreclosure of, or
sale under power  contained in, this Mortgage,  or the  acquisition by Lender of
title to the  Premises in lieu of  foreclosure,  or any other  realization  upon
collateral securing the Secured Obligations, all agreements of


<PAGE>

Borrower  contained herein or in any of the other Mortgage  Documents to pay the
costs and expenses of Lender in  connection  with the Note  contemplated  by the
Note Documents and all agreements of Borrower  contained herein or in any of the
other Mortgage Documents to indemnify and/or hold harmless Lender shall continue
in full force and effect so long as there exists any  possibility  of expense or
liability on the part of Lender.

     5.4 No Obligation to Third Parties.

     The Note  Documents  are made  solely for the  benefit of Lender.  No party
involved with the  construction of any  improvements on any part of the Premises
nor any other party  whatsoever  shall have standing to bring any action against
Lender  as the  result of the Note  Documents,  or to assume  that  Lender  will
exercise any remedies  provided herein,  and no party other than Lender shall be
deemed to be a beneficiary of any provision of the Note  Documents,  any and all
of which may be freely waived in whole or in part by Lender in its discretion at
any time. Nothing contained in the Note Documents shall be deemed to impose upon
Lender any liability for the performance of any obligation of Borrower under any
of the  Leases.  Nothing  contained  in this  Section 4.4 is intended to deprive
Borrower of the benefit of any covenant by Lender in favor of Borrower contained
in the Note Documents.

     5.5  Miscellaneous.

     This  Mortgage  shall inure to the benefit of and be binding upon  Borrower
and Lender and their  respective  successors,  successors-in-title  and assigns,
subject  to  all  restrictions  on  transfer  herein  or in the  other  Mortgage
Documents.  The Secured Obligations and this Mortgage (and any interest therein)
are  assignable by Lender,  and any  assignment of this Mortgage by Lender shall
operate to vest in the assignee all rights and powers conferred upon and granted
to Lender by this  Mortgage;  and,  in the event of any such  assignment  of the
entire  interest  of Lender in this  Mortgage,  Lender  shall be relieved of all
obligations and liabilities  under this Mortgage;  neither this Mortgage nor the
proceeds of the Note  contemplated  by this Mortgage may be assigned by Borrower
without  the prior  consent of  Lender,  which may be given or  withheld  at the
discretion  of Lender.  This  Mortgage  may be changed,  waived,  discharged  or
terminated  only by an  instrument  in writing  signed by the party against whom
enforcement of such change, waiver,  discharge or termination is sought. Nothing
contained in this Mortgage  shall be construed to create an agency,  partnership
or joint venture between Borrower and Lender. All personal pronouns used in this
Mortgage whether used in the masculine, feminine or neuter gender, shall include
all other genders; the singular shall include the plural, and vice versa. Titles
of articles and sections in this Mortgage are for convenience only and in no way
define,  limit,  amplify  or  describe  the scope or  intent  of any  provisions
thereof.  When  anything is described or referred to in this Mortgage in general
terms and one or more  examples  or  components  of what has been  described  or
referred  to  generally  is  associated  with that  description  (whether or not
following  the word  "including"),  the examples or  components  shall be deemed
illustrative  only and shall not be construed as limiting the  generality of the
description  or reference in any way. If any  provisions of this Mortgage or the
application thereof to any


<PAGE>

person or  circumstance  shall be invalid or  unenforceable  to any extent,  the
remainder of each of this  Mortgage and the  application  of such  provisions to
other  persons  or  circumstances  shall not be  affected  thereby  and shall be
enforced to the greatest  extent  permitted by law.  TIME IS OF THE ESSENCE WITH
RESPECT TO EACH AND EVERY  COVENANT,  AGREEMENT AND OBLIGATION OF BORROWER UNDER
THIS MORTGAGE.  All exhibits  referred to in this Mortgage are by such reference
incorporated into this Mortgage as if fully set forth therein.

     5.6  Communications.

     Unless  otherwise  specifically  provided  herein,  all notices shall be in
writing  addressed  to the  respective  party  as set  forth  below  and  may be
personally  served,  telecopied or sent by overnight  courier  service or United
States mail and shall be deemed to have been given:  (a) if delivered in person,
when  delivered;  (b) if delivered by telecopy,  on the date of  transmission if
transmitted  on a Business  Day (as defined in the Note  Agreement)  before 4:00
p.m.  Eastern  time or, if not,  on the next  succeeding  Business  Day;  (c) if
delivered  by  overnight  courier,  two (2) days after  delivery to such courier
properly  addressed;  or (d) if by U.S.  Mail,  four  (4)  Business  Days  after
depositing  in the  United  States  mail,  with  postage  prepaid  and  properly
addressed.


     If to Borrower,  at its address below,  or to Borrower's  latest address of
which Lender shall have received notice from Borrower:

                            5201 Westshore Boulevard
                            Tampa, Florida 33611-5699
                              Attention: President
                          Facsimile No.: _____________


     If to Lender,  at Mechanics  Building,  12 Church  Street,  Hamilton HM II,
Bermuda.

     5.7 Indemnity.

     Borrower shall protect, defend, indemnify and save harmless Lender from and
against all liabilities,  obligations,  claims,  damages,  penalties,  causes of
action, costs and expenses (including  reasonable  attorneys' fees and expenses)
imposed upon or incurred by Lender by reason of (a) any claim for brokerage fees
or other such commissions  relating to the Premises or the Secured  Obligations,
or (b) the condition of the Premises, or (c) failure to pay recording, mortgage,
intangibles  or  similar  taxes,   fees  or  charges  relating  to  the  Secured
Obligations or any one or more of the Note Documents,  or (d) the Note Documents
or any claim or demand whatsoever which may be asserted against Lender by reason
of any alleged  action,  obligation or undertaking of Lender relating in any way
to the Secured  Obligations or to any matter contemplated by the Note Documents.
Nothing  contained  in this  Section 4.7 shall be construed to indemnify or hold
harmless Lender against liability for damages arising out of




                                       4
<PAGE>

bodily injury to persons or damage to property  caused by or resulting  from the
negligence of Lender,  its agents or employees  ("Lender Caused Bodily Injury or
Property Damages"), which shall be deemed an exception to the indemnity and hold
harmless provision contained in the immediately  preceding  sentence;  provided,
however,  that such exception shall be strictly  limited to liability for Lender
Caused Bodily Injury or Property Damages; and provided,  further,  that Borrower
assumes  the  burden of proof that any  liability  for which  Lender  claims the
benefit of the  foregoing  indemnity  and hold  harmless  provision is, in fact,
liability for Lender Caused Bodily Injury or Property Damages.

     5.8 Greater Estate.

     In the event that Borrower is the owner of a leasehold  estate with respect
to any portion of the Premises and Borrower obtains a fee estate in such portion
of the Premises, then, such fee estate shall automatically,  and without further
action  of any  kind on the  part of  Borrower,  be and  become  subject  to the
security title and lien hereof.

     5.9 Future Legislation.

     In the event of the passage  after the date of this  Mortgage of any law by
the State of Florida, or by any political  subdivision thereof,  changing in any
manner the laws for the taxation of mortgages or security  agreements,  or debts
secured  thereby or the manner of  collection  of any such tax,  so as to effect
Lender or this Mortgage,  all amounts  secured hereby shall become due,  payable
and  collectible  after thirty (30) days written notice from Lender to Borrower;
provided,  however,  that such acceleration of said indebtedness shall be deemed
inoperative  if  Borrower  is  permitted  by law to pay the whole of such tax in
addition to all other payments required hereunder,  without any penalty or other
disadvantage  thereby occurring to Lender, and if Borrower if fact pays such tax
prior to the expiration to such thirty (30) day period.

     5.10  Applicable  Law.

     This Mortgage shall be interpreted, construed and enforced according to the
laws of the State of Florida.

     5.11  Consent to  Jurisdiction.

     Borrower  agrees that any legal action or  proceeding  with respect to this
Mortgage  may be  brought  in the  courts of the State of New York or the United
States of America for the District  Courts of New York, all as Lender may elect.
By  execution  of  this   Mortgage,   Borrower   hereby  submits  to  each  such
jurisdiction,  hereby expressly  waiving any objection it may have to the laying
of venue by reason of its  present  or future  domicile.  Nothing  herein  shall
affect the right of Lender to commence legal  proceedings  or otherwise  proceed
against  Borrower in any other  jurisdiction  or to serve  process in any manner
permitted or required by law.

     5.12  Subrogation.

     Lender  shall be  subrogated  to any  encumbrance,  lien,  claim or  demand
(including all the rights therein and the security for the payment thereof) paid
or discharged  with the proceeds of the Secured  Obligations  or by Lender under
the provisions hereof.


                                       5
<PAGE>

     5.13  Entire  Agreement  and  Modification.

     This  Mortgage  and  the  other  Mortgage   Documents  contain  the  entire
agreements  between the parties  relating to the Note, and all prior  agreements
relative thereto which are not contained  herein or therein are terminated.  The
Note  Documents may not be amended,  revised,  waived,  discharged,  released or
terminated orally,  but only by a written instrument or instruments  executed by
the  party  against  which  enforcement  of  the  amendment,  revision,  waiver,
discharge, release or termination is asserted. Any alleged amendment,  revision,
waiver,  discharge,  release or termination which is not so documented shall not
be effective as to any party.

     5.14 Headings.

     The Section and Subsection entitlements hereof are inserted for convenience
of  reference  only and shall in no way alter,  modify or define,  or be used in
construing, the text of such Section or Subsections.

             ENVIRONMENTAL REPRESENTATIONS, WARRANTIES AND COVENANTS

     6.1  Environmental  Representations,  Warranties  and  Covenants.

     Borrower  further  makes the  following  representations,  warranties,  and
covenants,  all of which are subject to any  exceptions  that  Borrower may have
previously  disclosed in writing to Lender,  and which,  to the extent that they
deal with  representations  of fact, are based on Borrower's  present knowledge,
arrived at after reasonable inquiry.

          6.1.1 Use of Property and Facilities.

               (i) Borrower will (a) use,  handle,  transport or store Hazardous
          Materials (as hereinafter  defined) as defined under any Environmental
          Law (as  hereinafter  defined)  and (b)  store or  treat  nonhazardous
          wastes  (1) in a good and  prudent  manner in the  ordinary  course of
          business,  and (2) in  compliance  with all  applicable  Environmental
          Laws.

               (ii)  Borrower  will not  conduct  or allow to be  conducted,  in
          violation  of any  Environmental  Law,  any  business,  operations  or
          activity on the  Premises,  or employ or use the property to generate,
          use, handle, manufacture,  treat, store, process, transport or dispose
          of  any  Hazardous   Materials,   or  any  other  substance  which  is
          prohibited,  controlled or regulated  under  applicable  law, or which
          poses a threat or nuisance to public safety, health or the environment
          or cause,  or allow to be  caused,  a known or  suspected  release  of
          Hazardous  Materials,  on,  under or from the Premises in violation of
          any Environmental Law.

               (iii)  Borrower will not do or permit any act or thing,  business
          or operation,  that poses an unreasonable risk of harm, or impairs, or
          may  substantially  impair  the  value  of the  Premises,  or any part
          thereof.

<PAGE>

          6.1.2 Condition of Property.

               (a)  Borrower  shall  take  all  appropriate   response   action,
          including any removal and remedial action,  in the event of a release,
          emission,  discharge or disposal of Hazardous  Materials in, on, under
          or  about  the  Premises,   so  as  to  remain  in   compliance   with
          Environmental Law as hereinafter defined.

               (b)  Underground  tanks,  wells  (except  domestic  water wells),
          septic  tanks,  ponds,  pits,  or any  other  storage  tanks  (whether
          currently in use or abandoned) on the Premises, if any, are maintained
          in compliance with applicable Environmental Law.

          6.1.3  Notice  of  Environmental  Problem  or  Litigation.

          Except as previously disclosed to Lender in writing,  neither Borrower
     nor any of its tenants have given, nor were they required to give, nor have
     they received, any notice,  letter,  citation,  order, warning,  complaint,
     inquiry,  claim or demand  that:  (i)  Borrower  and/or  any  tenants  have
     violated,  or are about to  violate,  any  Environmental  Law,  judgment or
     order; (ii) there has been a release,  or there is a threat of release,  of
     Hazardous  Materials from the Premises;  (iii) Borrower  and/or any tenants
     may be or are liable,  in whole or in part,  for the costs of cleaning  up,
     remediating,  removing or responding to a release or threatened  release of
     Hazardous  Materials;  (iv) the  Premises are subject to a lien in favor of
     any  governmental  entity or any  liability,  costs or  damages,  under any
     Environmental  Law  arising  from or costs  incurred  by such  governmental
     entity in  response  to a release or a  threatened  release of a  Hazardous
     Material.   Borrower  further  represents  and  warrants  that,  except  as
     previously disclosed to Lender in writing, no conditions currently exist or
     are currently  reasonably  foreseeable,  that would subject Borrower to any
     such investigation,  litigation, administrative enforcement or any damages,
     penalties, injunctive relief, or cleanup costs under any Environmental Law.
     In the event of such  notice,  Borrower and any tenants  shall  immediately
     provide a copy to Lender.

          6.1.4 Right of Inspection.

          Borrower  hereby  grants,  and will  cause any  tenants  to grant,  to
     Lender,  its  agents,  attorneys,  employees,   consultants,   contractors,
     successors and assigns,  an  irrevocable  license and  authorization,  upon
     reasonable  notice,  to enter upon and inspect the Premises and  facilities
     thereon, and perform such tests,  including without limitation,  subsurface
     testing,   soils  and  groundwater  testing,  and  other  tests  which  may
     physically invade the property thereon,  as Lender, in its sole discretion,
     determines  are  necessary  to protect  its  security  interest,  provided,
     however,  that under no circumstances  shall Lender be obligated to perform
     such  inspections or tests,  and further  provided that Lender shall repair
     any physical damage caused by such inspections or testing.

          6.1.5  Indemnity.

          Borrower   agrees  to  indemnity  and  hold  Lender,   its  directors,
     employees, agents and its successors and assigns, harmless from and against
     any  and  all  claims,  losses,  damages,  liabilities,  fines,  penalties,
     charges, judgments, administrative orders, remedial action requirements,


<PAGE>

     enforcement  actions of any kind,  and all costs and  expenses  incurred in
     connection  therewith  (including,  but not limited to, attorney's fees and
     expenses)  arising directly or indirectly,  in whole or in part, out of any
     failure  of  Borrower  to comply  with the  environmental  representations,
     warranties and covenants contained herein.

          6.1.6  Continuation  of  Representations,  Warranties,  Covenants  and
     Indemnities.

          Borrower's  representations,  warranties,  covenants  and  indemnities
     contained  herein shall  survive the  occurrence  of any event  whatsoever,
     including without limitation,  the satisfaction of the Secured Obligations,
     the reconveyance or foreclosure of this Mortgage,  the acceptance by Lender
     of a deed in lieu of  foreclosure,  or any transfer or  abandonment  of the
     Premises.  6.1.7 Corrective  Action.  In the event Borrower is in breach of
     any of its  representations,  warranties  or agreements as set forth above,
     Borrower at its sole  expense,  shall take all action  required,  including
     environmental  cleanup of the Premises, to comply with the representations,
     warranties and covenants  herein or applicable legal  requirements  and, in
     any event,  shall take all action  deemed  necessary  under all  applicable
     Environmental Laws.

          6.1.8 Hazardous  Materials  Defined.

          The  term  "Hazardous  Materials"  shall  mean  dangerous,  toxic,  or
     hazardous  pollutants,   contaminants,   chemicals,  wastes,  materials  or
     substances,   as  defined  in  or  governed  by  the   provisions   of  any
     Environmental Law.

          6.1.9  Environmental Law Defined.

          The term  "Environmental  Law" shall mean any federal,  state or local
     law, statute, ordinance, rule, regulation,  administrative order and permit
     now in effect or  hereinafter  enacted,  pertaining  to the public  health,
     safety,  industrial hygiene,  or the environmental  conditions on, under or
     about the property.



<PAGE>


          IN WITNESS WHEREOF, Borrower has executed this Mortgage under seal, as
     of the day and year first above written.


Signed, sealed and delivered                    ST MARKS REFINERY, INC.
in the presence of:



____________________________                    By:_____________________________
Witness:                                        Name:___________________________
Print Name:                                     Title:__________________________




____________________________                    By:_____________________________
Witness:                                        Name:___________________________
Print Name:                                     Title:__________________________



                                                      [CORPORATE SEAL]


<PAGE>




STATE OF TEXAS

COUNTY OF HARRIS


     The foregoing  instrument was  acknowledged  before me on the ____th day of
April,  2001, by Denis J.  Fitzpatrick and William L. Tracy, the Chief Financial
Officer and Assistant Secretary,  respectively,  of St. Marks Refinery,  Inc., a
Florida  corporation,  and they acknowledged  executing the foregoing instrument
under  authority  duly vested in them by said  corporation,  as the free act and
deed of said corporation, for the purposes therein expressed.

     WITNESS my hand and official  seal in the county and state last  aforesaid,
as of the ___th day of April, 2001.


                                            ____________________________________
                                            Notary Public

                                            Print Name:_________________________

                                            My commission expires:______________

                                            Notary Seal


<PAGE>



                                    EXHIBIT A

                         Legal Description Fee Property



                                Attached hereto.