)                 4177852                tS s     W:
     
     Marshall J. Emas,Esq. ~1 ~ | ~ ~j.
     English, McCaughan 8cO'B'yan, P.A. gpc~ l'\ ~ Ci; n 11
     100 N.E. ThW Avenue, Suite 1100 ~q~'~&\ \\ \
     Fort Lauderdale, FL 33301-1146 S
     
     THIS AMENDED AND RESTATED FIRST Moll~GAGEg/ND SECURITY
     AGREEMENT AND NOTICE AND AGREEMENT OF FUTI~YAffCE AMENDS,
     INCREASES AND RESTATES THAT CERTAIN MORTGAGE DESCRIBED IN
     THE RECITALS SET FORTH BELOW. FULL DOCUMENTARY STAMP AND
     INTANGIBLE TAX HAS BEEN PAID ON THE AMOUNT SECURED BY THE
     MORTGAGE DESCRIBED IN THE RECITALS. CONCURRENTLY
     HEREWITH, MORTGAGEE HAS ADVANCED AN ADDITIONAL
     $1,008,653.29 AS EVIDENCED BY THE SEASIDE ADDITIONAL
     ADVANCE NOTE WHICH HAS BEEN CONSOLIDATED INTO THE NOTE
     SECURED HEREBY. ADDITIONAL DOCUMENTARY STAMP AND
     INTANGIBLE TAX IS BEING PAID ON THE PRINCIPAL AMOUNT OF
     THE SEASIDE ADDITIONAL ADVANCE NOTE SO THAT ALL
     DOCUMENTARY STAMP AND INTANGIBLE TAXES DUE ON THE NOTE
     SECURED HEREBY HAVE BEEN PAID.
     
               - AMENDED AND RESTATED FIRST
                              
                                   MORTGAGE AND SECURITY
                                        AGREEMENT AND
     NOTICE AND AGREEMENT OF FUTURE ADVANCE
     
         THIS AMENDED AND RESTATED FIRST MORTGAGE AND SECURITY
     AGREEMENT AND NOTICE AND AGREEMENT OF FUTURE ADVANCE
     (this "Mortgage") is made as ofthe 30th day of May, 1997,
     by SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP, an
     Ohio limited partnership, fonnerly known as Captiva
     Resort Company Limited Partnership ("SSPC") ("Mortgagor")
     in favor of CREDIT LYONNAIS NEW YORK BRANCH ("CLNY"),
     BARNETT BANK, N.A., a national banking association
     ("Barrett") and FINOVA CAPITAL CORPORATION, a Delaware
     corporation ("FINOVA") (CLNY, Barnett and FINOVA are,
     hereafter, individually and collectively referred to as
     "Mortgagee") and CLNY as agent for Mortgagee (and, in
     such capacity, "Agent").
     
         WHEREAS, by that certain Assignment of Loan Documents
     (Seaside) and by that certain Assignment of Note and
     Mortgage (Seaside) (the foregoing assignments are,
     collectively, the "Seaside Assignment") executed
     concurrently herewith and intended to be recorded
     immediately preceding the recording of this Mortgage,
     Barnett has assigned, transferred and conveyed all of its
     right, title and interest in the documents and
     instruments described therein (including, without
     limitation, that certain Mortgage and Security Agreement
     dated December 23, 1986, recorded in Official Records
     Book 1887, Page 1153, as modified by Receipt for Future
     Advance dated
     
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          <PAGE>
March 15, 1988, recorded in Official Records Book 1977,
     Page 43, Mortgage Modification Extension Agreement dated
     March 15, 1988, recorded in Official Records Book 1977,
     Page 44, Mortgage Modification Agreement dated February
     1,1990, recorded in Of ficial Records Book 2125, Page
     3822, Receipt for Future Advance dated February 1, 1990,
     recorded in Of ficial Records Book 2125, Page 3824,
     Modification of Mortgage and Other Documents dated June
     20, 1995, recorded in Official Records Book 2613, Page
     3587, and Assumption and Modification Agreement dated
     January 6, 1997, recorded January 6, 1997, in Of ficial
     Records Book 2779 at Page 179, all of the Public Records
     of Lee County, Florida (collectively, the "Existing
     Seaside Mortgage"), the Renewal Commercial Promissory
     Note described therein in the original principal amount
     of $2,566,146.71 (the "Existing Seaside Note") and the
     loan evidenced as secured thereby (the "Existing Seaside
     Loan")) to Mortgagee, so that Mortgagee is now the sole
     owner and holder thereof; and
     
         WHEREAS, Mortgagee has agreed to advance additional sums
     to the Mortgagor as evidenced by the Seaside Additional
     Advance Note (the "Additional Advance Note") of even date
     herewith in the original principal amount of ONE MILLION
     EIGHT THOUSAND SW HUNDRED FIFTY-THREE AND 29/100 DOLLARS
     ($ 1,008,653.29), which Additional Advance Note has been
     consolidated with the Existing Seaside Note and amended
     and restated as the Seaside Consolidated, Amended and
     Restated Revolving Credit Note Hereafter, the "Note") of
     even date herewith in the original principal amount of
     THREE MILLION FIVE HUNDRED THOUSAND AND NO/100
     ($3,500,000.00) DOLLARS;
     
     WHEREAS, the Note shall hereafter constitute the "Note"
     described in this Mortgage;
     
         WHEREAS, Mortgagor and Mortgagee desire by the execution,
     delivery and recording of this Mortgage, to amend,
     modify, increase and restate the Existing Seaside
     Mortgage, so that all the terms and conditions shall be
     modified and restated in their entirety in this Mortgage,
     and to cause this Mortgage to secure the Note and
     performance of all obligations hereafter described.
     
         NOW, THEREFORE, in consideration of Ten Dollars ($10.00)
     and the covenants and agreements hereinafter set forth,
     the adequacy and receipt of which are hereby
     acknowledged, the parties, intending to be legally bound
     hereby, do hereby agree as follows:
     
     TERMS:
     
         A. Incorporation of Recitals: The recitals set forth
     above are true and correct and are incorporated herein by
     reference.
     
         B. Confirmation of Advancement of Sums Under Note:
     Mortgagor confirms that Mortgagee has advanced sums under
     the Additional Advance Note and the recording of this
     Mortgage constitutes a notice of the future advance of
     sums under the Additional Advance Note. The Existing
     Seaside Note and the Additional Advance Note have been
     consolidated and renewed by the Note. The Note shall
     continue to be secured by the first lien of this Mortgage
     with the same force, effect and priority as originally
     described in the Existing Seaside Mortgage.
     
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          <PAGE>
    C. No Novation:Lien Priority: This Mortgage does not
     constitute a novation of the Existing Seaside Mortgage,
     or any other document evidencing or securing the Existing
     Seaside Loan. Nothing herein shall be construed to alter
     or affect the priority of the liens created by the
     Existing Seaside Mortgage or any other documents relating
     thereto, which liens shall continue to be first liens and
     maintained and preserved, and be superior to, any and all
     other encumbrances and interests affecting the collateral
     under this Mortgage or the other documents.
     
         D. References in Existing Seaside Mortgage: All
     references to the "Security Documents" shall, hereafter,
     mean and include the "Security Documents" described in
     this Mortgage, the documents described in the Recitals to
     this Mortgage and all amendments, modifications and
     supplements to any or all of the foregoing (whether
     executed prior to or concurrently with this Mortgage).
     
         E. Payment of State Documentary or Intangible Tax: It is
     represented by Mortgagor to Mortgagee that there is
     neither documentary stamp tax nor intangible personal
     property tax due the State of Florida with respect to any
     of the prior transactions referenced herein that have not
     been paid. In the event the State of Florida requires
     payment of additional documentary stamp taxes or
     intangible personal property taxes in connection
     therewith, Mortgagor shall promptly pay for the same,
     plus any interest or penalties imposed in connection
     therewith, and will indemnify, defend and hold Mortgagee
     harmless from and against any liability, cost or expense,
     including, without limitation, attorneys' fees at trial
     and appellate levels. This Mortgage shall also secure
     perfommance of the Mortgagor's agreement in this
     paragraph.
     
         F. Affirmation and Ratification: The Existing Seaside
     Mortgage, and all of the obligations, covenants and
     undertakings therein, as restated and modified herein,
     are hereby ratified and affirmed by Mortgagor in all
     respects and Mortgagor shall continue to be bound
     thereby. Mortgagor confirms that all representations and
     warranties set forth in the Existing Seaside Mortgage are
     and remain true and correct.
     
         G. Restatement of Mortgage: Mortgagor and Mortgagee
     desire to amend and restate the Existing Seaside Mortgage
     in its entirety as described below and intend that the
     Note and all obligations relating thereto or as set forth
     in the "Security Documents" hereafter described be
     secured, among other things, by this Mortgage. The
     Existing Seaside Mortgage is hereby amended and restated
     in its entirety as follows:
     
         IN CONSIDERATION of the aggregate sums set forth in the
     Note and any written amendments or modifications thereto,
     and to secure the payment of principal, interest and
     other sums described therein contained in or arising out
     of the Security Documents, in accordance with the temms,
     provisions and limitations of this Mortgage, and the
     perfommance of the covenants and agreements herein
     contained, Mortgagor does hereby grant, bargain, sell,
     alien, remise, release, convey, warrant, mortgage,
     pledge, assign, transfer and confirm-to the Mortgagee,
     its successors and
     
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          <PAGE>
assigns, in fee simple, all that certain property (the
     "Land") in Lee County, State of Florida, more
     particularly described in Exhibit "A" attached hereto and
     made a part hereof;
     
     TOGETHER WITH:
     
         A. All buildings, structures and improvements now
     existing and/or hereafter constructed, placed or erected
     on the Land;
     
         B. All appurtenances, servitudes, rights, ways,
     privileges, prescriptions, water rights (including
     riparian and littoral rights) accretions and advantages
     that in any way now or hereafter belong to or pertain to
     the Land: and, all right, title and interest of the
     Mortgagor, now owned or hereafter acquired, in and to any
     land lying in the bed of any street, road, or avenue,
     open or proposed, in front of or adjoining the Land;
     
         C. All fixtures, whether contained in, located on or
     appurtenant to the Land and whether or not pemnanently
     affixed to or used in connection with the Land, or which
     may hereafter from time to time be placed thereon, and
     any warranties, guaranties, accessions, substitutions or
     replacements thereof;
     
         D. All other interests of every kind and character which
     Mortgagor now has or at any time hereafter acquires, in
     and to the Land and/or in and to all improvements now or
     hereafter thereon, which are used in connection with the
     development, construction, improvement or operation of
     the Land;
     
         E. All awards and settlements hereafter made by virtue of
     any exercise of the right of condemnation or eminent
     domain by any authority, including any award for damage
     to or taking of title to the land, or any part thereof,
     or the possession thereof, or any right to any easement
     affecting the Land or appurtenant thereto (including any
     award for any change of grade of streets), and the
     proceeds of all sales in lieu of condemnation;
     
         F. All awards and settlements hereafter made, and all
     insurance proceeds hereafter paid, for any damage to the
     "Mortgaged Premises" (as defined below) and all unearned
     insurance premiums on any insurance policies maintained
     by Mortgagor;
     
         G. defined); and
     
     All awards and refunds hereafter made with respect to
     any "Impositions" (as hereafter
     
         The Land and all property and interests described or
     referred to above, as well as any proceeds, products,
     replacements, improvements, substitutions, renewals,
     accessories and appurtenances thereto, constitute and
     will hereinafter be referred to collectively as the
     "Mortgaged Premises."
     
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    TO HAVE AND TO HOLD the Mortgaged Premises unto the
     Mortgagee and its successors and assigns forever.
     
         AND, Mortgagor covenants with the Mortgagee, that
     Mortgagor is indefeasibly seized of the Mortgaged
     Premises in fee simple or leasehold; that the Mortgagor
     has full power and lawful right to convey the Mortgaged
     Premises in fee simple; that it shall be lawful for
     Mortgagee at all times peaceably and quietly to enter
     upon, hold, occupy and enjoy the Mortgaged Premises; that
     the Mortgaged Premises are free from all encumbrances
     except as approved by Mortgagee in writing (the
     "Permitted Encumbrances"); that Mortgagor will make such
     further assurances to perfect the fee simple title to the
     Mortgaged Premises in Mortgagee as may reasonably be
     required and that Mortgagor does hereby fully warrant the
     title to the Mortgaged Premises and will defend the same
     against the lawful claims of all persons whomsoever.
     
         PROVIDED, ALWAYS, that if the Mortgagor shall pay unto
     the Mortgagee, its successors or assigns, the sum of
     money mentioned in the Note secured hereby, made payable
     to the order of and delivered to the Mortgagee, in and by
     which said Note the Mortgagor promises to pay the
     aggregate principal sum of THREE MILLION FIVE HUNDRED
     THOUSAND AND NO/100 DOLLARS ($3,500,000.00) or so much
     thereof as may be advanced, with interest thereon at the
     rate provided in the Note with a final payment of the
     unpaid principal balance and accumulated interest due and
     payable on September 25, 2001, and shall pay all other
     sums provided to be paid by this Mortgage and the Note,
     and shall perform, comply with and abide by each and
     every one of the stipulations, agreements, conditions and
     covenants of the Note and of this Mortgage, and all other
     collateral instruments securing the Note, if any, then
     this Mortgage and the estate created hereby shall cease
     and be null and void and this instrument shall be
     released by the Mortgagee, at the cost and expense of the
     Mortgagor.
     
         Whenever used in this Mortgage, unless the context
     clearly indicates a contrary intent, the following
     definitions and rules of construction, shall apply:
     
         (a) lghewords "Governmental Authority" shall mean any
     municipal, county, state or federal governmental
     authority or other governmental authority (domestic or
     foreign) having or claiming jurisdiction over the Land,
     the Mortgaged Premises, Mortgagee or Mortgagor.
     
     (b) The words "Event of Default" shall have the meaning
     set forth in Section 16 hereafter.
     
         (c) The word "Mortgagor" shall mean the persons who
     execute this Mortgage, any subsequent owner of the
     Mortgaged Premises; any endorser or guarantor of the
     Note; and their respective heirs, personal
     representatives, successors, and assigns;
     
         (d) The word "Mortgagee" shall mean, individually and
     collectively, the person or persons specifically named
     herein as "Mortgagee" or any subsequent holders of this
     Mortgage;
     
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          <PAGE>
may require;
     
         (e) The word "person" shall mean an individual,
     corporation, partnership, limited liability company,
     governmental entity, unincorporated association or any
     other entity or association;
     
         (g)The singular number shall include the plural and the
     plural the singular as the context                     Ad,
     
     (f) The use of any gender shall include all genders;
     
         (h) If Mortgagor be more than one person, all agreements,
     conditions, covenants, provisions, stipulations, powers
     of attorney, authorizations, waivers, releases, options,
     undertakings, rights and benefits made or given by
     Mortgagor shall: (i) be joint and several as to such
     persons and the general partners of such persons; (ii)
     apply, individually, to each person constituting
     "Mortgagor" and, at the same time, to all persons, and
     all general partners of such persons, constituting
     "Mortgagor," collectively; and (iii) bind and affect all
     persons, and all general partners of such persons, who
     are defined as "Mortgagor" as fully as though all of them
     were specifically named herein wherever the word
     "Mortgagor" is used;
     
         (i) The word "Mortgage" shall mean this document and any
     modifications or amendments thereto;
     
         (i) "Security Documents" shall mean any and all documents
     or agreements now or hereafter or previously executed by
     Mortgagor, or others, or by Mortgagor and others, in
     favor of or held by Mortgagee, Agent or any of its or
     their affiliates or subsidiaries, and any written
     amendments or modifications thereto, which wholly or
     partially secure, relate to or are executed in connection
     with the loan, the debt which is represented by the Note,
     as any of the foregoing may heretofore, concurrently
     herewith or hereafter be amended or modified, and related
     documents. The Note, this Mortgage, and all other
     Security Documents heretofore or hereafter executed in
     connection herewith evidence, secure and provide for
     various matters related to the transaction in which the
     proceeds of this Mortgage will be used and shall always
     be taken and read together as constituting parts of such
     transaction;
     
         (k) The words "hereby," "hereof," "hereto," "hereunder"
     and any similar words refer to this Mortgage in its
     entirety and not solely to the particular section or
     paragraph in which the word is used; and
     
     AND MORTGAGOR COVENANTS AND AGREES AS FOLLOWS:
     
         1. Representations and Warranties. Mortgagor hereby
     represents and warrants to Mortgagee as follows:
     
        1.1 Title. Mortgagor has good and marketable title in fee
     simple to the Mortgaged Premises, free and clear of any
     liens, charges, encumbrances, security interests and
     adverse claims whatsoever, whether or not of record,
     except the Permitted Encumbrances. Mortgagor will
     preserve
     
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the title to all of the foregoing and forever warrant and
     depend the same to Mortgagee and defend the validity and
     priority of the Mortgage lien against the claims of all
     persons whomsoever.
     
      1.2 Priority of Lien on Personaltv. Except as set forth
     in the Permitted Encumbrances, no mortgage, security
     agreement, financing statement or other title retention
     agreement has been or will be executed with respect to
     any fixtures, furnishings, equipment, machinery or
     personal property used or to be used in connection with
     the construction, operation or maintenance of the
     Mortgaged Premises.
     
         2. Performance of Obligations. Mortgagor will pay the
     principal of the Note, and the interest thereon, as and
     when the same shall become due and payable, and shall
     duly pay, perform and discharge all of its other
     obligations created hereunder or secured by this Mortgage
     or the Security Documents.
     
         3. Legal Requirements. Mortgagor shall promptly and
     faithfully comply with, conform to, and obey all present
     and future laws, ordinances, rules, regulations, and
     requirements of every duly constituted Governmental
     Authority or agent and every Board of Fire Underwriters
     having jurisdiction, or similar body exercising similar
     functions, which are applicable to the Mortgaged
     Premises, or any part thereof, or to the use or manner of
     use, occupancy, possession, operation, maintenance,
     alteration, repair or reconstruction of the Mortgaged
     Premises, or any part thereof, whether or not such law,
     ordinance, rule, order, regulation or requirement shall
     necessitate structural changes or improvements or
     interfere with the use and enjoyment of the Mortgaged
     Premises. Mortgagor shall not permit or cause the
     Mortgaged Premises to be used for the handling, storage,
     transportation or disposal of "Hazardous or Toxic
     Materials" (as defined in Section 31 hereafter).
     
     4. Impositions.
     
        4.1 Taxes. Mortgagor shall pay and discharge, or cause to
     be paid and discharged: (i) ad valorem real property and
     personal property taxes on or before the 28th day of
     February of each year after the year in which they become
     a lien on the Mortgaged Premises or any portion thereof;
     and (ii) not later than thirty (30) days after the same
     shall be due and payable (subject to applicable
     extensions, provided the same do not impose upon Borrower
     or the Mortgaged Premises, or both, any fines, penalties
     or liens), all other taxes, assessments, fees and other
     governmental charges (and any interest or costs with
     respect thereto) and all charges for any easement or
     agreement maintained for the benefit of the Mortgaged
     Premises, general and special, ordinary and
     extraordinary, foreseen and unforeseen, of any kind and
     nature whatsoever, that at any time prior to or after the
     execution of thus Mortgage may be assessed, levied, or
     imposed upon the Mortgaged Premises or the Rent or income
     received therefrom or any use or occupancy thereof, and
     other taxes, assessments, fees and charges levied,
     imposed or assessed upon or against Mortgagor or its
     properties (hereinafter, the "Impositions"). Mortgagor
     shall, upon request, furnish receipted bills to Mortgagee
     upon receipt by Mortgagor from the appropriate taxing or
     other authority, or other evidence reasonably
     satisfactory to Mortgagee, evidencing the payment of all
     Impositions. Notwithstanding anything to the contrary,
     documents reasonably acceptable to Mortgagee
     
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evidencing payment of real estate and personal property
     taxes for each year shall upon request be delivered to
     Mortgagee not later than February 28 of the following
     year. If any tax or assessment levied or assessed against
     the Mortgaged Premises may legally be paid in
     installments, Mortgagor shall have the option of paying
     such tax or assessments in installments. Notwithstanding
     the foregoing, Mortgagor may, at its own expense, after
     prior written notice to Mortgagee (accompanied by such
     information as Mortgagee may reasonably request), contest
     by appropriate proceedings, promptly initiated and
     conducted in good faith and with due diligence, the
     amount, validity or application, in whole or in part, of
     any Imposition if:
     
         (a) such proceedings shall suspend the collection
     thereof from Mortgagor and from the Mortgaged Premises;
     
         (b) being sold, forfeited or lost;
     
     the Mortgaged Premises or any part thereof shall not be
     in danger of
     
         (c) Mortgagor shall have set aside, in a segregated
     account pledged to Mortgagee and in amounts approved by
     Mortgagee, reserves with respect to the amount of such
     Impositions; and
     
         (d) Mortgagor shall have furnished such security
     (which shall be pledged to Mortgagee) and in such form as
     may be required in the proceedings or as may be
     reasonably requested by Mortgagee.
     
        4.2 Documentary and Other Stamp Taxes. If at any time the
     United States, the State of Florida or any political
     subdivision thereof, or any department or bureau of any
     of the foregoing shall require documentary, revenue or
     other stamps on the Note, this Mortgage or any of the
     other Security Documents, or require any intangible or
     other taxes thereon, Mortgagor on demand from Mortgagee
     shall pay for same with any interest or penalties
     thereon.
     
        4.3 Changes in Law Regarding Taxation. If any law or
     ordinance hereafter imposes a tax directly or indirectly
     on Mortgagee with respect to the Mortgaged Premises, the
     value of Mortgagor's equity therein, or the indebtedness
     evidenced by the Note and secured by this Mortgage,
     Mortgagor shall promptly pay such tax. If Mortgagor fails
     to pay such tax or if Mortgagor is not lawfully permitted
     to pay such tax, Mortgagee, at its election, shall have
     the right at any time to give Mortgagor written notice
     declaring that all indebtedness and other sums due under
     the Note or described in this Mortgage or the other
     Security Documents, with interest and other appropriate
     charges, shall be due on a specified date not less than
     sixty (60) days thereafter; provided, however, that such
     election shall be ineffective if, prior to the specified
     date, Mortgagor lawfully pays the tax (in addition to all
     other payments required hereunder) and agrees to pay the
     tax whenever it becomes due and payable thereafter, which
     agreement shall then constitute a part of this Mortgage.
     
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Do
     
     rat
     to
     
     during the term of this Mortgage, with all premiums
     paid thereon, and without notice or demand, the
     following insurance with respect to the Mortgaged
     Premises:
     
     5. Insurance. The Mortgagor shall obtain, maintain and
     keep in full force and effect
     
     (a) during construction of improvements and as to same,
     builders all-risk, completed value, non-reporting form
     insurance without exclusion for windstorm reflecting
     coverage in such amounts as Mortgagee may require, but in
     no event less than 100% of the full replacement cost of
     the Mortgaged Premises, which includes a Mortgage clause
     naming Mortgagee as the mortgagee; (ii) a replacement
     cost endorsement; (iii) an agreed amount endorsement;
     (iv) flood insurance, if the Mortgaged Premises is in a
     designated flood plain area; (v) collapse and earthquake
     coverage; and (vi) vandalism and malicious mischief
     coverage. If available to Mortgagor, such policy shall
     provide that any and all loss payments thereunder with
     respect to the Mortgaged Premises will be payable as set
     forth below in Sections 5(b)(2) and 5(b)(3). Such policy
     shall also cover all elements ofthe Mortgaged Premises,
     whether on the Land, stored offthe Land, or in transit.
     In addition, consequential and resulting losses from an
     insured peril shall also be covered;
     
      (b) as to all completed improvements, all-risk, hazard
     insurance without exclusion for windstorm reflecting
     coverage in such amounts as Mortgagee may require, but in
     no event less than the greater of the aggregate
     outstanding balance of the Note and all other sums due
     (or which could become due) under the Security Documents
     or 100% of the full replacement cost of the Mortgaged
     Premises, which includes: (i) a mortgage clause naming
     Mortgagee as the mortgagee; (ii) a replacement cost
     endorsement; (iii) an agreed amount endorsement with no
     reduction for depreciation and endorsements providing
     building ordinance coverages and coverage for costs of
     demolition and increased costs of construction due to the
     enforcement of building ordinances and codes; (iv) boiler
     explosion coverage, if applicable; (v) sprinkler leakage
     coverage, if applicable; (vi) vandalism and malicious
     mischief coverage; (vii) rent loss and business
     interruption coverage; (viii) flood insurance, if the
     Mortgaged Premises is in a designated flood plain area;
     and (ix) a standard "New York" mortgagee clause. Such
     policy shall: (1) include provision that should
     rebuilding of any portion of the Mortgaged Premises be
     prevented due to the enforcement of law or ordinance, the
     amount payable by the carrier shall be not less than the
     agreed value in the policy for such portion; (2) provide
     that, if the aggregate loss for an occurrence, in
     Mortgagee's reasonable estimate, does not exceed Two
     Hundred Fifty Thousand and No/100 Dollars ($250,000.00)
     and there is no Event of Default under the Loan Documents
     or an event which, with notice or the passage of time, or
     both, would create an Event of Default, then loss
     payments thereunder with respect to the Mortgaged
     Premises will be payable to Mortgagor alone for use in
     accordance with the provisions hereof and the Amended and
     Restated Loan Agreement dated September 26, 1996, between
     Mortgagor, Mortgagee and others, as Unended by First
     Amendment to Amended and Restated Loan Agreement executed
     concurrently herewith (collectively, the "Loan
     Agreement"); and (3) provide that all payments for an
     occurrence in which the aggregate amount of all payments
     for such occurrence, in
     
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    Mortgagee's reasonable estimate, is in excess of Two
     Hundred Fifty Thousand and No/100 Dollars  c> $250,000.00) shall
      be made payable to the Mortgagee
     alone and not jointly with the Mortgagor. In
     addition, consequential and resulting losses from an
     insured peril shall also be covered;   CX:,
     
        (c) boiler and machinery comprehensive insurance coverage
     for all mechanical and electrical equipment in, on or
     about the Mortgaged Premises, insuring against breakdown
     or explosion of such equipment on a full replacement cost
     basis. Such policy shall include coverage for
     consequential and resulting losses from an insured peril;
     
        (d) all hazard insurance shall include coverage for
     "underground hazards" (including, without limitation,
     underground property consisting of electrical, telephone,
     water, sewer and other utility facilities), "extra
     expense" (costs incurred in excess of ordinary operating
     expenses in order to restore the Mortgaged Premises to
     its previous condition) and "expediting expense" (costs
     incurred in temporary repairs to expedite or facilitate
     repair or restoration of the Mortgaged Premises);
     
        (e) business interruption or loss of rental income
     insurance for a period of not less than one (1) year,
     with coverage for an extended period of 365 days after
     the Mortgaged Premises has been repaired, restored and
     operating following casualty, in such amounts as
     Mortgagee may require (which amounts shall include the
     amount of insurance premiums required for such
     insurance);
     
       (f) the hazard insurance required pursuant to this
     Mortgage shall include coverage for consequential and
     resulting losses resulting from the inability to obtain
     ingress and egress to and from the Mortgaged Premises as
     a result of damage to bridges and roadways, so long as
     such coverage is available at a commercially reasonable
     cost;
     
       (g) commercial general liability insurance (including
     contractual liability) against claims for bodily injury,
     death and property damage, occurring in, on, or about the
     Mortgaged Premises in such amounts as may be required by
     Mortgagee, but in no event less than $1,000,000.00 per
     occurrence and $2,000,000.00 in the aggregate per
     location. Mortgagor shall also maintain commercial
     automobile liability insurance with a limit of not less
     than $1,000,000.00 combined single limit, endorsed to
     cover owned, hired and non-owned automobiles. All
     policies shall include an additional insured endorsement
     naming Mortgagee;
     
       (h) worker's compensation insurance in the statutory
     amount, naming Mortgagor as the owner of the Mortgaged
     Premises and covering all of Mortgagor's employees and
     other employees situated in, on or about the Mortgaged
     Premises or otherwise utilized by Mortgagor in its
     operations, including an endorsement for employer's
     liability coverage;
     
       (i) umbrella liability insurance coverage for amounts in
     excess of the coverages described in subsection (g)
     above, with a minimum limit of not less than
     $75,000,000.00. Such policy shall include an additional
     insured endorsement naming Mortgagee and shall contain a
     
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          <PAGE>
"products/completed operations" endorsement, "Dram Shop"
     or liquor law liability coverage with respect to claims
     or liability arising directly or indirectly on the
     account of sale or dispensing of beer, wine or other
     alcoholic beverages (including, without limitation,
     coverage for loss of means of support), "garage
     operations," "asbestos removal," "innkeeper's legal
     liability," "marina operator's legal liability" (with
     $10,000,000.00 minimum limit), "airport premises
     liability" (with $40,000,000.00 minimum limit), and
     "environmental impairment liability" (with $1,000,000.00
     minimum limit) covering the cost of remediation of
     "Hazardous or Toxic Materials" (as hereafter defined) on
     or off the Mortgaged Premises and commercial hull
     protection and indemnity for vessels owned or operated by
     Mortgagor;
     
      (j) with respect to excess or surplus insurance coverage,
     Mortgagor may utilize foreign or alien carriers
     (including Lloyd's of London), approved by Mortgagee,
     provided that: (i) Mortgagor's insurance broker,
     reasonably acceptable to Mortgagee, provides to Mortgagee
     from time to time upon request, certification from the
     insurance broker's "security committee" confirming each
     carrier's financial ability to pay losses for property
     covered under its policy; (ii) Mortgagor's insurance
     broker shall have *n place a system reasonably acceptable
     to Mortgagee to monitor changes *n each carrier's
     solvency and shall promptly notify Mortgagee of any
     changes to a carrier's financial condition; and (iii)
     upon request from Mortgagee, any carrier to which
     Mortgagee shall object shall be replaced with a carrier
     acceptable to Mortgagee not more than thirty (30) days
     after notice from Mortgagee;
     
      (k) *insurance *n such amounts and aga*nst such other
     casualties and contingencies as may from time to tome be
     reasonably required by Mortgagee;
     
       (1) all policies of insurance required hereunder shall:
     (i) be written by carriers that are licensed or
     authorized to transact business in the State of Florida
     and are rated "A:XII" or better according to the latest
     published Best's Key Rat*ng Guide, which policies and
     carriers shall otherwise be acceptable to Mortgagee *n
     all respects; (ii) provide that Mortgagee shall receive
     thirty (30) days prior written notice from the *nsurer
     before a cancellation, modification, material change or
     non-renewal of the policy becomes effective; and (iii) be
     written with a deductible provision acceptable to
     Mortgagee and for such amounts as are sufficient to
     prevent Mortgagor from becoming a co-*nsurer thereunder;
     (iv) provide that no claims under any property or boiler
     and machinery insurance policy shall be paid without less
     than ten (10) days prior written notice to Mortgagee; and
     (v) provide that no act or thing done by Mortgagor shall
     *validate insurance coverage as against Mortgagee;
     
      (m) at all times during the term of this Mortgage,
     Mortgagor shall have delivered to Mortgagee the original
     (or certified copy) of all policies of insurance required
     hereby, together with receipts and other evidence that
     the premiums therefor have been paid;
     
      (n) not less than thirty (30) days prior to the
     expiration date of any insurance policy, Mortgagor shall
     advise Mortgagee of the status of activities relating to
     the renewal of the policy and such other information as
     Mortgagee may request and not less than five (5) days
     prior to
     
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          <PAGE>
the expiration date of the policy, Mortgagor shall
     deliver to Mortgagee the original (or certified copy) of
     the renewal policy or the original renewal certificate,
     as applicable, of each renewal policy, together with
     receipts or other evidence that the premiums therefor
     have been paid (or, subject to Mortgagee's approval, the
     manner *n which premiums will be financed and the amount
     thereof), so as to assure no lapse in coverage;
     
      (a) Mortgagor shall give prompt notice to Mortgagee of
     any damage, destruction or casualty to the Mortgaged
     Premises or any part thereof, whether or not covered by
     insurance, the cost of restoration of which is in excess
     of $250,000.00 or which is otherwise material in nature
     to the improvements upon, or the use or operation of,
     property which is the subject of casualty;
     
      (p) so long as there is no Event of Default then
     continuing or event which, with notice or the passage of
     time, or both, would result *n an Event of Default,
     Mortgagor may collect the proceeds of any and all
     *insurance that may become payable with respect to any
     damage, destruction or casualty to the Mortgaged Premises
     so long as (a) the amount of proceeds payable with
     respect to any such damage, destruction or casualty, and
     (b) the cost of the repa* or restoration necessitated by
     such damage, destruction or casualty does not, in the
     reasonable estimate of Mortgagee, exceed Two Hundred
     Fifty Thousand and No/100 Dollars ($250,000.00).
     Mortgagor shall use all such proceeds to restore or
     rebuild the Mortgaged Premises to a condition reasonably
     satisfactory to Mortgagee, but *n any event to
     substantially the same character and condition as the
     Mortgaged Premises and the other properties constituting
     the Project existed prior to such damage, destruction or
     casualty. Any insurance proceeds which may remain after
     payment of all costs and expenses of such repa* and
     restoration shall, at the option of Mortgagee, be applied
     as a prepayment of the Note.
     
      (q) As to the proceeds of any *nsurance payable with
     respect to any damage, destruction or casualty to the
     Mortgaged Premises, or any part thereof, the cost of
     restoration or repa*, which, *n the reasonable estimate
     of Mortgagee, exceeds Two Hundred Fifty Thousand and
     No/100 Dollars ($250,000.00), Mortgagee may at its option
     collect the proceeds of any and all insurance that may
     become payable with respect thereto (and Mortgagor hereby
     authorizes and directs any *insurance company to make
     payments of such proceeds directly to Mortgagee alone, at
     Mortgagee's request). Such insurance proceeds shall be
     made available to Mortgagor for the restoration and
     repair of the Mortgaged Premises from time to time as
     such restoration or repair progresses, subject to
     compliance by Mortgagor with the following terms and
     conditions and those set forth in clause (r) below:
     
         (i) No Event of Default shall have occurred and not
     been cured within any applicable notice and cure period;
     
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          <PAGE>
    (ii) Mortgagor shall deposit with Mortgagee sums in an
     amount at least equal to the excess, if any, of Mortgagee's reasonable
     estimate of the aggregate costs and expenses
     of restoration and repair of the Mortgaged Premises,
     over the amount of insurance proceeds (afterdeduction of
     expenses of collection) payable with
     respect to such damage, destruction or casualty,            ~
     which additional sums shall be disbursed by Mortgagee
     for restoration and repair prior to any disbursements of
     insurance proceeds;  Cal
     
         (iii) Mortgagee shall have been provided an
     appraisal, from an appraiser and in form and content
     satisfactory to Mortgagee that, among other things,
     contains a proforma valuation: (x) with respect to any
     damage, destruction or casualty occurring on or before
     September 25, 1998, that upon completion of the repairs
     and restoration of the Mortgaged Premises, the
     outstanding principal balance of the Note shall not
     exceed sixty-five percent (65%) of the then fair market
     value of the Mortgaged Premises; (y) with respect to any
     damage, destruction or casualty occurring after September
     25, 1998, but on or before September 25, 2001, that upon
     completion of the repairs and restoration of the
     Mortgaged Premises, the outstanding balance of the Note
     shall not exceed fifty-five percent (55%) of the then
     fair market value of the Mortgaged Premises; and (z) with
     respect to any damage, destruction or casualty occurring
     thereafter, that upon completion of the repairs and
     restoration of the Mortgaged Premises, the outstanding
     balance of the Note shall not exceed 50% of the then fair
     market value of the Mortgaged Premises;
     
         (iv) In Mortgagee's reasonable judgment, the repairs
     and renovations can be completed at least six (6) months
     prior to the "Maturity Date" of the Note, as defined
     therein;
     
         (v) Mortgagor shall have demonstrated to Mortgagee's
     reasonable satisfaction that the management agreement for
     the Mortgaged Premises shall continue in full force and
     effect notwithstanding the occurrence of such damage,
     destruction or casualty and shall be in effect upon
     completion of the related restoration and repays;
     
         (vi) Mortgagee shall have received architectural
     plans and specifications for all restoration and repays
     and an estimate of the cost and expenses of all such
     restoration and repairs, all of which shall be *n form
     and amount reasonably acceptable to Mortgagee;
     
      (r) Prior to each disbursement of the construction fund
     by Mortgagee, the following *formation and documentation
     shall have been obtained by Mortgagor, at Mortgagor's
     expense, and submitted to Mortgagee, which *nformation
     and documentation shall be *n form and substance
     reasonably satisfactory to Mortgagee:
     
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          <PAGE>
    statements, vouchers, and invoices, which request for
     advance shall expressly warrant that the work with respect to
 which the advance is requested has been
     performed *n accordance with the approved plans and
 specifications for the restoration or repa*;    ID
     
     (i) A request for advance signed by Mortgagor,
     accompanied by billing
     
         (ii) Proof that all *voices for labor and materials
     have been paid, except for those which are the subject of
     the current request for advance;
     
     (iii) Lien waivers for all payees under previous requests
     for advances;
     
         (iv) A report from the architect which shall specify
     the percentage of completion of restoration or repa*,
     shall provide detailed comments on specific work
     performed since the date of the last such report, and
     shall certify that there are sufficient funds remaining
     on deposit pursuant to clause (q)(ii) above and available
     from the proceeds of *assurance to pay the cost of
     restoration and repa*;
     
         (v) At the request of Mortgagee, an endorsement of
     its title insurance policy, which endorsement shall show
     no liens of record or additional encumbrances not
     acceptable to Mortgagee;
     
         (vi) Copies of the agreements pursuant to which the
     restoration or repair shall be done, which individually
     or with other agreements provide for a payment thereunder
     in excess of $100,000.00, and which also shall be
     reasonably satisfactory in form and content to Mortgagee
     and as to the party performing the construction
     obligations thereunder;
     
         (vii) A written assignment to Mortgagee of all
     construction and designprofessional contracts, together
     with the written consent to such assignments by all
     parties to such contracts; and
     
         (viii) Such other *formation, documentation,
     agreements and conditions as Mortgagee may reasonably
     request regarding the improvements and the restoration or
     repays and the cost thereof
     
         In the event each of the conditions set forth in
     clause (q) above is not satisfied within one hundred
     twenty (120) days from and after the date of the
     respective damage, destruction or casualty, or if such
     conditions cannot reasonably be satisfied within said one
     hundred twenty (120) day period and if Mortgagor fails to
     commence satisfaction of such condition within said one
     hundred twenty (120) day period or thereafter fails to
     diligently and using best efforts pursue such efforts to
     completion, then Mortgagee may apply *nsurance proceeds
     actually received by it to the payment of the Note.
     
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          <PAGE>
    (s) Prior to application or disbursal of any insurance
     proceeds under this section, Mortgagee may deduct
     therefrom any expenses reasonably *ncurred *n connection
     with the collection or handling of such proceeds, it
     belong understood and agreed that Mortgagee shall not be,
     under any circumstances, liable or responsible for
     failure to collect, or exercise diligence in the
     collection of, any such proceeds, and upon the request of
     the Mortgagor, Mortgagee shall provide Mortgagor a
     written summary of all expenses deducted from such
     proceeds.
     
      (t) In the event this Mortgage is foreclosed or title to
     the Property is transferred by a deed *n lieu of
     foreclosure, all right, title, and *merest of any
     Mortgagor in and to all insurance policies and the
     proceeds thereof shall inure to the benefit of and pass
     to Mortgagee.
     
     6. Corporate Existence: Taxes: Structure.
     
       (a) If Mortgagor or any successor or grantee of Mortgagor
     is a corporation or partnership, it shall keep *n effect
     its existence and rights as a corporation or partnership
     under the laws of the state of its *corporation or
     formation and its right to own property and transact
     busyness in the State of Florida. If Mortgagor is a
     partnership, any partner that is a corporation or a
     partnership shall also fulfill the requirements set forth
     in the foregoing sentence. For all periods during which
     title to the Mortgaged Premises or any part thereof shall
     be held by a corporation or association subject to
     corporate taxes or taxes similar to corporate taxes, or
     by a partnership required to pay license or other fees or
     taxes, Mortgagor shall file returns for such taxes,
     licenses or other fees with the proper authorities,
     bureaus or departments and shall pay, when due and
     payable and before *merest or penalties are due thereon,
     all taxes or licenses or other fees ow*ng by Mortgagor to
     the United States, to such state of *corporation or
     formation and to the State of Florida and any political
     subdivision thereof, and shall, upon request, produce to
     Mortgagee receipts showing payment of any and all such
     taxes, license or other fees, charges or assessments
     prior to the last dates upon which such taxes, licenses
     or other fees, charges or assessments are payable without
     *merest or penalty charges, and within ten (10) days of
     receipt thereof of all settlements, notices of deficiency
     or overassessment and any other notices pertaining to
     Mortgagor's tax liability, which may be issued by the
     United States, such state of *corporation or formation,
     the State of Florida and any political subdivision
     thereof.
     
       (b) If Mortgagor is a corporation, Mortgagor warrants and
     represents that all of its issued and outstanding stock
     is fully paid and non-assessable, there are no
     outstanding rights or options to acquire any additional
     stock, its stock has not been (and will not be) pledged
     or encumbered *n any manner whatsoever not disclosed in
     writing to Mortgagee and Mortgagor has not aTnended or
     modified (and will not modify or amend) its articles of
     incorporation or bylaws except as previously disclosed to
     Mortgagee. If Mortgagor is a partnership, Mortgagor
     warrants and represents that it has not amended or
     modified (and or will not modify or amend) its
     constituent documents.
     
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          <PAGE>
7. Care of Premises.
     
       7.1 Mortgagor shall maintain, preserve, protect and keep
     *ngood order and condition, the Mortgaged Premises and
     from time to tome shall make all necessary or appropriate
     repairs, replacements and improvements thereto. At a
     minimum Mortgagor shall maintain the Mortgaged Premises
     as a "first class" luxury resort community consistent
     with good industry practices for properties and
     facilities of similar size, use, operation and
     management.
     
       7.2 Mortgagor shall not make or permit any alterations
     which might (and shall use its best efforts to prevent
     any act which might), in the opinion of Mortgagee, impair
     the value or usefulness of the Mortgaged Premises. In the
     event that the Mortgaged Premises or any part thereof, or
     to the other properties constituting the Project, shall
     be damaged or destroyed by fire or other casualty,
     Mortgagor shall (if the damage is reasonably estimated to
     be $250,000.00 or greater), *nmediately notify Mortgagee
     *n writing of such damage or destruction. As provided in
     Section 5 of this Mortgage, Mortgagor shall, at its sole
     cost and expense, commence and diligently continue to
     restore, repa*, replace, rebuild or alter the Mortgaged
     Premises as nearly as possible to its value, condition
     and character immediately prior to such damage or
     destruction.
     
       7.3 Mortgagor shall not, without the prior written
     consent of Mortgagee, remove, demolish or substantially
     alter, or permit the removal, demolition or substantial
     alteration of, any part of the Mortgaged Premises.
     Mortgagor shall not permit any of the fixtures,
     furnishings, equipment, machinery, furniture or personal
     property contained *n, located upon or appurtenant to the
     Mortgaged Premises to be removed without the prior
     consent of Mortgagee, except in the ordinary course of
     Mortgagor's business and so long as the items removed are
     promptly replaced with like items of equal or greater
     value; provided, however, that if Mortgagor, pursuant to
     the "Refurbishment Reserve Agreement" described *n the
     Loan Agreement, provides to Mortgagee and Mortgagee
     approves a budget providing for the replacement or
     refurbishment of fixtures, furnishings, equipment,
     machinery, furniture or personal property, Mortgagor may
     remove, replace and refurbish same in accordance with the
     budget and the "Refurbishment Reserve Agreement"
     described in the Loan Agreement and on such conditions as
     Mortgagee may impose in order to assure and protect its
     lien on items so removed, replaced or refurbished. In the
     event such consent is given, the Mortgagee may require
     that the articles being removed be replaced by articles
     of equal suitability and value owned by Mortgagor free
     and clear of any lien, chattel mortgage, encumbrance or
     security *merest and that such replacement articles be
     encumbered by the lien of this Mortgage.
     
         8. Escrow for Taxes and Insurance. At the option of
     Mortgagee after the occurrence of any Event of Default
     which has not been cured within any applicable notice and
     cure period, Mortgagor shall pay to Mortgagee, on each
     date upon which *installments are payable under the Note,
     such amounts as Mortgagee from time to time estimates are
     necessary to pay, as the same become due, all taxes,
     assessments and charges for the Mortgaged Premises,
     together with the premiums on all required insurance
     policies. Mortgagee shall hold such deposits
     
     without interest in its general
     funds and use such deposits to pay such taxes,
     assessments, charges and premiums when the same
     shall become due. Upon demand of Mortgagee, Mortgagor
     shall deliver to Mortgagee, within ten
     
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          <PAGE>
(10) days after demand, such additional monies as are
     necessary to make up any deficiencies in the amounts held
     by Mortgagee in order to pay the obligations for which
     the escrow has been established. Upon the occurrence of
     an Event of Default, Mortgagee may apply any amount held
     under this Section 8 to the reduction of the *ndebtedness
     secured hereby, at such times and in such manner as
     Mortgagee shall determine.
     
     9. Other Financing or Liens.
     
      9.1 Mortgagor shall not, during the term of this
     Mortgage, further pledge, hypothecate or encumber any or
     all of the Mortgaged Premises (or any *merest thereon) or
     *ncur any further indebtedness (other than: (i) the
     indebtedness secured hereby; and (ii) accounts payable
     *ncurred by Mortgagor in the ordinary course of its
     business for goods and services provided to the Mortgaged
     Premises) and any lien, mortgage or encumbrance in
     violation of this Section 9 shall be null and void.
     During the term of this Mortgage, Mortgagor shall not
     endorse, guarantee (whether of payment, performance,
     collection or otherwise), act as surety for or otherwise,
     directly or indirectly, become liable in any manner for
     any liability, obligation indebtedness or undertaking of
     any individual or entity (including, without limitation,
     any "Subsidiary" or "Affiliate," as defined in the Loan
     Agreement) or related party, whether by agreement, course
     of dealing or otherwise.
     
       9.2 Except as may be otherwise provided *n the Loan
     Agreement, Mortgagor shall have no right to permit the
     holder of any lien to terminate any lease or any other
     agreement affecting the Mortgaged Premises without first
     obtaining the prior written consent of Mortgagee.
     
       9.3 No lien or encumbrance of any type, whether voluntary
     or involuntary, shall be permitted to be filed or entered
     against the Mortgaged Premises. If any such lien or
     encumbrance is filed or entered, Mortgagor shall cause it
     to be removed of record within fifteen (15) days after it
     is filed or entered by either paying it, having it bonded
     in a manner which removes it of record or otherwise
     hav*ng it removed of record.
     
       9.4 If any action be commenced to foreclose any mortgage,
     lien or encumbrance of any kind encumbering all or any
     part of the Mortgaged Premises, the Mortgagee may, at its
     option immediately or thereafter declare this Mortgage
     and the indebtedness secured hereby, due and payable.
     
       9.5 To the extent of the indebtedness of the Mortgagor to
     the Mortgagee as described herein or secured hereby, the
     Mortgagee is subrogated to the lien or liens and to the
     rights of the owners and holders of each and every
     mortgage, lien or other encumbrance on the Mortgaged
     Premises or any part thereof which is paid or satisfied,
     in whole or in part, out of the proceeds of the loan
     described herein or secured hereby. The respective liens
     of said mortgages, liens or other encumbrances shall be
     preserved and shall pass to and be held by the Mortgagee
     as security for the indebtedness described herein or
     secured hereby, to the same extent that it would have
     been preserved and would have been passed to and held by
     the Mortgagee had it been duly and regularly assigned to
     the Mortgagee by a separate assignment, notwithstanding
     the fact that the same may be
     
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          <PAGE>
satisfied and canceled of record, it being the intention
     of the parties that the same will be satisfied and
     canceled of record by the holders thereof at or about the
     time of the recording of this Mortgage.
     
     10. Transfer.
     
         (a) Mortgagor will abstain from and will not cause or
     permit any transfer, sale, conveyance, assignment,
     encumbrance, hypothecation or pledge (collectively, a
     "Transfer") of title to or beneficial interest in the
     Mortgaged Premises or any part thereof, voluntarily or by
     operation of law. If Mortgagor is a partnership, the
     Transfer of any general partner's interest in Mortgagor
     shall be deemed a Transfer of title hereunder. If any
     general partner of Mortgagor is, itself, a partnership,
     the Transfer of any interest of such general partner in
     said partnership shall be deemed a Transfer of title
     hereunder. If Mortgagor is a corporation, a Transfer of
     any legal or beneficial interest (including, without
     limitation, a Transfer of capital stock) in Mortgagor,
     shall be deemed a Transfer of title hereunder. A contract
     to deed or agreement for deed, or a lease of all or
     substantially all of the Land or the Mortgaged Premises,
     shall also constitute a Transfer hereunder. Any Transfer
     prohibited by this Section 10 shall be null and void.
     
         (b) Except as may be otherwise provided in the Loan
     Agreement, during the term of this Mortgage, Mortgagor
     shall not, directly or indirectly, sell, convey or
     transfer, or permit to be sold, conveyed or transferred,
     any assets to any individual or entity to which Mortgagor
     (or any of its partners) is related or affiliated
     (including, without limitation, any "Affiliate" described
     in the Loan Agreement) except in the ordinary course of
     Mortgagor's business, for full and fair market value and
     compensation and where a replacement asset of equal or
     greater value is provided, concurrently with the sale of
     the asset.
     
         11. Books and Records. Mortgagor shall keep, at its sole
     cost and expense, adequate records and books of account
     with respect to the Mortgaged Premises and shall permit
     Mortgagee, or its agents, to visit and inspect the
     Mortgaged Premises and examine its records and books of
     account and to discuss its affairs, finances and accounts
     with Mortgagor and with the officers of Mortgagor at such
     reasonable times as may be requested by Mortgagee. If
     requested by Mortgagee, Mortgagor shall also provide from
     time to time, at least on a monthly basis, a statement of
     income and expenses, occupancy levels, and if requested,
     a rent roll of Leases affecting the Mortgaged Premises,
     a schedule showing the name of each space occupied and
     such other information as Mortgagee may request, all
     certified as true and correct by Mortgagor. The Loan
     Agreement provides for delivery to Mortgagee, on a
     periodic basis, of certain financial statements from
     Mortgagor, its partners and others.
     
         12. Required Notices. Mortgagor shall notify Mortgagee
     promptly ofthe occurrence of any of the following:
     
         (a) a fire or other casualty causing damage to the
     Mortgaged Premises of more than $250,000.00;
     
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Mortgaged Premises;
     
     (b) receipt of notice of eminent domain proceedings or
     condemnation of the
     
         (c) receipt of notice from any Governmental Authority
     relating to the structure, use or occupancy of the
     Mortgaged Premises or any real property adjacent to the
     Mortgaged Premises;
     
         (d) receipt of any notice from any party under a Lease
     claiming Mortgagor is in default of its obligations
     thereunder and Mortgagor's liability thereunder is
     $50,000.00 or more;
     
         (e) except for charges caused by ordinary and anticipated
     seasonal variations, any substantial change in the
     occupancy of the Mortgaged Premises;
     
         (f) receipt of any notice of default or acceleration of
     maturity of an obligation from the holder of any lien,
     security interest in or encumbrance upon the Mortgaged
     Premises;
     
         (g) commencement of any litigation affecting the
     Mortgaged Premises in excess of $250,000.00 that is not
     fully covered by insurance;
     
     (h) receipt of any notice given to or received from any
     person or entity having a
     
     hereof;
     
     lien or lien right against the Mortgaged Premises under
     the Florida mechanics' lien law;
     
     (i) receipt of any notice or Environmental Complaint
     described in Section 31
     
         (j) the occurrence of an Event of Default under this
     Mortgage or under any ofthe other Security Documents, or
     any event which, with notice, or the passage of time, or
     both, would result in the occurrence of an Event of
     Default; or
     
         (k) receipt of any notice from any individual or entity
     asserting any injury or any claim in excess of
     $250,000.00.
     
     13. Condemnation.
     
         13.1 Upon obtaining knowledge ofthe institution, or the
     proposed, contemplated or threatened institution, of any
     proceedings for the taking of the Mortgaged Premises, or
     any part thereof, by condemnation or eminent domain
     (which shall include any damage or taking by Governmental
     Authority or by private sale in lieu thereof, either
     temporary or permanently), Mortgagor shall immediately
     notify Mortgagee of the pendency of such proceedings. At
     its option, Mortgagee may commence, appear in and
     prosecute such proceedings in its own or Mortgagor's name
     and settle or compromise any claim in connection
     therewith and Mortgagor, from time to time, shall deliver
     to Mortgagee all instruments requested by Mortgagee to
     permit such participation. In any such proceedings,
     Mortgagee may be represented by counsel of its own
     choosing.
     
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    13.2 Mortgagor agrees to execute and deliver such other
     instruments as Mortgagee may require to evidence the
     assignment of all such awards and proceeds to Mortgagee.
     
         13.3 In the event any material portion or all of the
     Mortgaged Premises (or any interest therein) is taken by
     condemnation or eminent domain, Mortgagee, at its option,
     may accelerate the payment of the Note in the same manner
     as if an Event of Default had occurred. For purposes of
     this Section 13.3, a "material portion" of the Mortgaged
     Premises shall be deemed any building of more than 1,000
     square feet constructed upon the Land or portion thereof
     of which more than ten percent (10%) of the structure is
     taken or is the subject of a taking; or (ii) any portion
     of the parking area which cannot be promptly or entirely
     replaced on the balance of the Land; or (iii) any
     condemnation or eminent domain proceeding which, in
     Mortgagee's reasonable opinion, renders the balance of
     the Mortgaged Premises unusable for its intended purpose
     or materially affects the conduct of Mortgagor's
     business, or the economic viability of such business on
     the Mortgaged Premises.
     
      13.4 Mortgagee shall be entitled to receive all
     condemnation awards and proceeds and other payments
     resulting from such condemnation and, at its option,
     Mortgagee may apply same either to payment of the sums
     secured hereby in such order as it may determine or to
     the restoration, repair or alteration of the Mortgaged
     Premises; however, in the event of a condemnation or
     taking by eminent domain of any building, structure or
     improvement for which the cost of restoration, repair or
     alteration to its previous condition is $250,000.00 or
     less (as reasonably determined by Mortgagee), Mortgagor
     shall restore, repair or alter the building, structure or
     improvement to its previous condition or, at Mortgagor's
     option and so long as such condemnation or taking does
     not (in Mortgagee's reasonable opinion) materially or
     adversely affect the operation of the Mortgaged Premises
     for its intended use, deliver to Mortgagee all awards,
     proceeds and payments resulting from such condemnation or
     taking, to be applied to payment of sums secured hereby
     in such order as Mortgagee may determine. In any event,
     all awards and proceeds shall be applied first to payment
     of all costs and expenses (including, without limitation,
     reasonable attorneys' fees and expenses) incurred by
     Mortgagee in connection with any action or proceeding
     pursuant to this Section 13. If, subject to the other
     provisions of this Section 13.4, Mortgagee elects to
     apply the awards and proceeds to the restoration, repair
     or alteration ofthe Mortgaged Premises, such awards and
     proceeds shall be disbursed to Mortgagor as work
     progresses pursuant to a construction and disbursing
     agreement in form and content satisfactory to Mortgagee
     and Mortgagor shall promptly and diligently (regardless
     of whether there shall be sufficient condemnation awards
     or proceeds therefor) restore, repair and alter the
     Mortgaged Premises in a manner satisfactory to Mortgagee.
     During the period of restoration, repair and alteration,
     Mortgagor shall continue to duly and promptly pay,
     perform, observe and comply with its obligations under
     the Note, this Mortgage and the other Security Documents.
     The election by Mortgagee to apply condemnation awards
     and proceeds to restoration, repair or alteration of the
     Mortgaged Premises shall not affect the lien of this
     Mortgage or affect or reduce Mortgagor's obligations
     under the Note, this Mortgage and the other Security
     Documents. If any restoration, repair or alteration of
     the Mortgaged Premises shall involve an estimated
     expenditure of more than $250,000.00, same shall not be
     commenced until plans and
     
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specifications therefor,prepared by an architect
     satisfactory to Mortgagee, have been submitted to and
     approved by Mortgagee.
     
     14. Leases and Purchase Agreements.
     
      14.1 Leases in Effect: Subordination: No Assignment or
     Modification. Mortgagor hereby represents that there are
     no purchase agreements, agreements for deed, leases or
     agreements to lease all or any part of the Mortgaged
     Premises now in effect which have not been previously
     disclosed to Mortgagee in writing. All leases shall be in
     form and content satisfactory to Mortgagee. With respect
     to "Commercial Leases" described in the Loan Agreement,
     Mortgagor shall not, enter into any Commercial Lease for
     any part of the Mortgaged Premises, nor permit the
     assignment of a tenant's interest in any Commercial Lease
     or the sublease of any part of the Mortgaged Premises,
     without the prior approval of Mortgagee. Without the
     prior approval of Mortgagee, Mortgagor shall not assign
     its interest in or modify, terminate, extend, amend or
     consent to the cancellation or surrender of any
     Commercial Lease benefitting the Mortgaged Premises.
     Mortgagor agrees not to collect any Rent or other sums
     due under any leases or agreements to lease prior to the
     time same are due by the terms of the leases or
     agreements to lease.
     
      14.2 Performance Under Leases. Mortgagor shall, at its
     sole cost and expense: (i) perform and discharge, or
     cause to be performed and discharged, all of its
     obligations and undertakings (and those of its agents)
     under the leases; (ii) consistent with Mortgagor's good
     business judgment and best efforts to secure or enforce,
     or cause to be secured or enforced, the performance of
     each and every obligation and undertaking of the tenants
     under the leases; (iii) promptly notify Mortgagee if
     Mortgagor receives any notice from a tenant under a lease
     claiming that Mortgagor is in default thereunder; and
     (iv) appear in and defend any action or proceeding
     arising under or in any manner connected with any lease.
     
      14.3 No Obligation of Mortgagee. Mortgagee shall have the
     right, but not the obligation, at any time and from time
     to time, to notify any tenant under any lease of the
     rights of Mortgagee as provided in this Mortgage or any
     other Security Documents and Mortgagor shall, upon demand
     from Mortgagee, confirm to such tenant the existence of
     such rights.
     
      14.4 Management of Mortgaged Premises. Mortgagor
     covenants that the Mortgaged Premises shall be managed by
     Mortgagor or by a management company licensed by the
     State of Florida that shall have been approved by the
     Mortgagee and pursuant to a management agreement that
     shall have been approved by Mortgagee prior to execution
     thereof The management agreement for the Mortgaged
     Premises in effect as of the date of this Mortgage has
     been approved by Mortgagee. If, in the reasonable
     judgment of Mortgagee, the Mortgaged Premises is not
     being properly managed, Mortgagee may require Mortgagor
     to employ a qualified property manager approved by
     Mortgagee.
     
      14.5 Leasing Commissions. Mortgagor covenants that every
     agreement to pay leasing commissions with respect to the
     leasing of space in the Mortgaged Premises, or any part
     
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thereof, is and shall be subject, subordinate and
     inferior to the right of Mortgagee, so that in the event
     Mortgagee acquires title to the Mortgaged Premises either
     at a foreclosure sale or by other means, Mortgagee shall
     be exonerated and discharged from all liabilities for the
     payment of any such commissions or compensation.
     
         15. Legal Actions. If Mortgagee or Agent, or both, is or
     are made a party to or appears, either voluntarily or
     involuntarily, in any action or proceeding (including,
     but not limited to, any proceeding under Title 11 of the
     United States Code) affecting the Mortgaged Premises, the
     Note, the Security Documents or the validity or the
     priority of this Mortgage, then Mortgagor shall, upon
     demand, reimburse Mortgagee and Agent for all costs,
     expenses and liabilities incurred by Mortgagee by reason
     of any such action or proceeding, including reasonable
     attorneys' fees and reasonable consultants' fees, and the
     same will be secured by this Mortgage. If not paid within
     thirty 30 days of demand therefore then, thereafter, all
     such costs and expenses shall bear interest at the
     default rate of interest ("Default Rate") as described in
     Section 28 of this Mortgage.
     
         16. Events of Default. The occurrence of any of the
     following shall constitute an "Event of Default"
     hereunder:
     
       (a) Default in Payment. Mortgagor shall fail to pay any
     installments of principal when due; or Mortgagor shall
     fail to pay all sums due under the Note and the Security
     Documents on the "Maturity Date" described in the Note or
     Mortgagor shall fail to pay any installment of interest
     due before the "Maturity Date" under the Note within five
     days of its due date; or Mortgagor shall fail to pay,
     within five days oftheir due dates, any other amounts
     required pursuant to the terms of the Note or the
     Security Documents; or
     
       (b) Performance of Covenants. Mortgagor shall default
     (except as to any default: (i) involving the payment of
     money, whether for principal, interest or otherwise; or
     (ii) under Sections 9.4, 10 or 31; or (iii) described in
     Sections 16(c) through (m) below, for which no additional
     notice or cure period will be provided to Mortgagor) in
     the due observance or performance of any covenant or
     agreement made by Mortgagor hereunder or under any other
     agreement between or involving Mortgagor and Mortgagee,
     including the Security Documents and such default shall
     continue for a period of twenty-five (25) days after
     written notice thereof from the Mortgagee to Mortgagor;
     provided, however, that if such default, if curable,
     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 twenty-five (25) day period, Mortgagee shall not
     commence to exercise the remedies provided for hereunder
     if Mortgagor shall diligently and continuously process
     cure of the default to completion. Notwithstanding the
     foregoing, in no event shall the time for curing such
     non-performance or violation exceed forty-five (45) days
     after notice thereof;
     
       (c) Breach of Warranty. Any representation or warranty
     made by Mortgagor or any partner of Mortgagor, in this
     Mortgage, or under any statement, instrument or
     certificate delivered to Mortgagee pursuant to the
     provisions hereof, or under any agreement between the
     
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Mortgagor and Mortgagee, including the Security
     Documents, or otherwise, shall be determined by Mortgagee
     to have been false or misleading in any material respect
     or omitted to state any fact necessary to make the
     representation or warranty not misleading in any material
     respect; or
     
      (d) Voluntarv Bankruptcy. Etc. If Mortgagor: (i) is
     voluntarily (or otherwise) adjudicated as bankrupt or
     insolvent; (ii) seeks or consents to the appointment of
     a receiver, trustee, liquidator, custodian or similar
     representative for itself or for all or any part of its
     property; (iii) files a petition seeking relief
     (including reorganization, arrangement or similar relief)
     under the Bankruptcy Code or other present or future
     applicable laws of the United States or any state or any
     other competent jurisdiction; (iv) makes a general
     assignment for the benefit of creditors; or (v) generally
     fails to pay, or admits in writing its inability to pay,
     its debts as they mature;
     
      (e) Involuntary Bankruptcy. Etc. If a receiver, trustee,
     liquidator, custodian or similar representative is
     appointed for Mortgagor or for all or any part of its
     properties without its consent and if such appointment is
     not vacated within sixty (60) days; or a petition is
     filed against Mortgagor seeking relief (including
     reorganization, arrangement or similar relief) under the
     Bankruptcy Code or other similar present or future
     applicable laws of the United States or any state or
     other competent jurisdiction, and such petition is not
     dismissed within sixty (60) days following thereof;
     
     (f) Dissolution. Mortgagor is voluntarily or
     involuntarily dissolved or liquidated;
     
       (g) Financial Condition. A material adverse change has
     occurred, at any time or times subsequent to the date
     hereof, in the financial condition, results of
     operations, operations, business, properties or prospects
     of Mortgagor (such as by way of illustration and not
     limitation, a material downturn in financial performance,
     the loss of key customers, the loss of critical licenses,
     management exodus or a labor strike);
     
      (h) Death or Incompetency. If any natural person who is
     a general partner of Mortgagor (or who is a general
     partner of any partner of Mortgagor, if such partner is
     a partnership) dies or is declared incompetent (unless:
     (i) at such time, no other general partner has previously
     died or been declared incompetent; and (ii) such death or
     incompetency does not result in a dissolution or winding
     up of Mortgagor, or of any partnership which is a partner
     of Mortgagor);
     
       (i) Default Under Other Loans. If Mortgagor shall be in
     default under any other note, obligation, liability or
     agreement to or with Mortgagee or any of its affiliates
     or subsidiaries, (including, without limitation, under
     the Loan Agreement), whether now existing or hereafter
     arising (including, without limitation, under any of the
     Security Documents). A default under this Mortgage or the
     other Security Documents shall also be deemed a default
     under all notes, obligations, liabilities and agreements
     of Mortgagor to or with Mortgagee or any of its
     affiliates or subsidiaries (including, without
     limitation, under the Loan Agreement).
     
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    (j) Default Under Other Liens. If the holder of any
     mortgage or other lien or encumbrance upon the Mortgaged
     Premises declares a default not cured within any
     applicable cure period or institutes foreclosure or other
     proceedings for the enforcement of any of its remedies
     thereunder;
     
        (k) Notice Limiting Future Advances. If Mortgagor,
     pursuant to Section 697.04, Florida Statutes, as amended,
     files for record a notice limiting the maximum amount
     which may be secured by this Mortgage;
     
      (1) Other Events of Default. If any general partner of
     Mortgagor is the subject of any occurrence described in
     Sections 16(c) through (i) ofthis Mortgage; and
     
      (m) Default under Management Agreement. Mortgagor shall
     be in default beyond any applicable notice or cure period
     provided therein, if any, under the terms of any
     management agreement for the Mortgaged Premises.
     
         17. Remedies. If an Event of Default shall occur and
     shall not be cured within any applicable notice or cure
     period, Agent may, at its option, or upon instructions
     from Mortgagee:
     
      (a) Acceleration. Declare the unpaid portion of the
     principal of the Note and all interest accrued and unpaid
     thereon, together with all other amounts secured hereby,
     to be due and payable immediately, whereupon such sums
     shall immediately become and be due and payable as if the
     date of such declaration were the date originally
     specified for full payment at maturity; provided,
     however, that the occurrence of any event described in
     Sections 16(d) or (e) above shall, automatically and
     without demand by Mortgagee, accelerate the unpaid
     portion of the principal of the Note, all accrued and
     unpaid interests and all other amounts due or secured
     hereby or due under the Security Documents.
     
      (b) Possession and Use of Mortgaged Premises. Mortgagor,
     upon demand of Mortgagee, shall surrender to Mortgagee
     the actual possession, and if and to the extent permitted
     by law, Mortgagee may itself, or by such of ricers or
     agents as it may appoint, enter and take possession of
     all the Mortgaged Premises, and may exclude Mortgagor and
     its agents and employees wholly therefrom, and may have
     joint access with Mortgagor to the books, papers and
     accounts of Mortgagor. Upon every such entering or taking
     of possession, Mortgagee may hold, store, use, operate,
     manage and control the Mortgaged Premises and conduct the
     business thereof, and, from time to time:
     
         (i) make all necessary and proper maintenance,
     repairs, renewals, replacements, additions, betterment
     and improvements thereto and thereon and purchase or
     otherwise acquire additional fixtures, personally and
     other property;
     
               (ii)insure or keep the Mortgaged Premises insured;
     
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Mortgagee;
     
         (iii) manage and operate the Mortgaged Premises and
     exercise all the rights and powers of Mortgagor in its
     name or otherwise, with respect to the same; and
     
     (iv) enter into agreements with others to exercise the
     powers herein granted
     
     all as Mortgagee from time to time may determine; and
     Mortgagee may (whether or not it actually takes
     possession of the Mortgaged Premises) collect and receive
     all the rents, issues, profits, income, accounts,
     accounts receivable, hotel revenues, and other revenues
     (collectively, the "Rents") including those past due as
     well as those accruing thereafter; and shall apply the
     monies so received by Mortgagee in such priority as
     Mortgagee may determine to the payment of receiver's fees
     and expenses, if any, and to the payment of all costs and
     expenses (including, without limitation, attorneys' fees
     and compensation, expenses and disbursements of agents)
     incurred by Mortgagee, together with interest thereon at
     the Default Rate from the date so incurred, and
     thereafter the payment of all other sums secured hereby,
     including, without limitation, interest, principal,
     insurance, taxes, assessments and charges upon the
     Mortgaged Premises.
     
         If Mortgagor shall, for any reason, fail to
     surrender or deliver the Mortgaged Premises or any part
     thereof, or any books, papers or accounts of Mortgagee
     after Mortgagee's demand therefor, Mortgagee may obtain
     a judgment or order conferring on Mortgagee the right to
     immediate possession or delivery, and Mortgagor consents
     to the entry of such judgment or decree.
     
      (c) Cure by Mortgagee. If the Event of Default can be
     cured by the payment of money, Mortgagee shall have the
     right at any time, at its sole option, and without wading
     or affecting its other remedies hereunder, to pay such
     sums of money as may be necessary to cure the default.
     All sums so paid, together with interest at the Default
     Rate and, together with all costs, charges, attorneys'
     fees and expenses incurred in connection with the
     payment, shall be: (i) deemed paid to the Mortgagor; (ii)
     immediately due and payable to Mortgagee; and (iii) shall
     be secured by this Mortgage as a future advance.
     Notwithstanding such payments by Mortgagee, the Event of
     Default shall be deemed to be continuing until Mortgagee
     shall have been reimbursed by Mortgagor, as described
     herein, and Mortgagee shall have waived the default by a
     written instrument that makes specific reference to this
     paragraph.
     
       (d) Proceedings to Recover Sums Due. Mortgagee may
     institute proceedings to recover judgment against
     Mortgagor for any amounts due and unpaid and no recovery
     of any judgment therefor or attachment, levy of or
     execution upon any part of the Mortgaged Premises or
     other property shall in any way affect the lien of this
     Mortgage or any rights, powers or remedies of Mortgagee
     hereunder, all of which shall continue unimpaired.
     
       (e) Foreclosure. Mortgagee may institute proceedings for
     the complete or partial foreclosure of this Mortgage. In
     the case of a foreclosure sale of all or any part of the
     Mortgaged Premises, the proceeds of sale shall be applied
     in accordance with Section 30 hereof and Mortgagee shall
     be entitled to seek a deficiency judgment against
     Mortgagor for amounts then remaining due
     
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and unpaid, together with interest thereon, and to
     recover a judgment against Mortgagor therefor. Mortgagee
     is authorized to foreclose this Mortgage subject to the
     rights of any tenants or occupants of the Mortgaged
     Premises, or Mortgagee may elect which tenants Mortgagee
     desires to name as defendants in such foreclosure and
     failure to make any such tenants or occupants defendants
     to any such foreclosure proceedings and to foreclose
     their rights will not be, nor be asserted by Mortgagor to
     be, a defense to any proceedings instituted by Mortgagee
     hereunder.
     
       (f) Other Remedies. Mortgagee may exercise any other
     remedy granted under this Mortgage (including, without
     limitation, those remedies described in Section 26
     hereafter), or the Note, or the other instruments
     securing the Note, or now or hereafter existing in
     equity, at law, by virtue of statute, or otherwise. No
     right, power or remedy conferred upon or reserved to
     Mortgagee by the Note, this Mortgage or any other
     instrument securing the Note is exclusive of any other
     right, power or remedy, but each and every 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 Note or any other instrument
     securing the Note or now or hereafter existing at law, in
     equity, or by statute.
     
        (g) Proofs of Claim. In the case of any receivership,
     insolvency, bankruptcy, reorganization, arrangement,
     adjustment, composition or other judicial proceedings
     affecting Mortgagor or its partners, or any of their
     respective properties, Mortgagee, to the extent permitted
     by law, shall be entitled to file such proofs of claim
     and other documents as may be necessary or advisable in
     order to have its claim allowed in such proceedings as to
     all sums secured hereby and for any additional amounts
     which may become due and payable after the date of
     filing.
     
        (h) Waiver of Redemption. Notice. Marshalling. Mortgagor
     hereby waives and releases, for itself and anyone
     claiming by, through or under Mortgagor, to the maximum
     extent permitted by the laws of the State of Florida:
     
         (i) all benefits that might accrue to Mortgagor by
     virtue of any present or future law exempting the
     Mortgaged Premises, or any part thereof, or any part of
     the proceedings arising from any sale thereof, from
     attachment, levy or sale on execution, or providing for
     any appraisal, valuation, stay of execution, exemption
     from civil process, redemption or extension of time for
     payment;
     
         (ii) except as expressly required by this Mortgage,
     all notices of default or of Mortgagee's exercise of any
     option or remedy granted hereunder or under the Security
     Documents; and
     
     marshal led .
     
     (iii) any right to have all or any portion of the
     Mortgaged Premises
     
         18. Receiver. If an Event of Default shall have
     occurred and shall not have been cured within any
     applicable notice or cure period, Mortgagee, to the
     extent permitted by law and without
     
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regard to the value or occupancy of the Mortgaged
     Premises or the solvency or insolvency of Mortgagor shall
     be entitled as a matter of right if it so elects, to the
     appointment of a receiver to enter upon and take
     possession of the Mortgaged Premises and to collect all
     Rents and apply the same as the Court may direct. The
     Receiver shall have all rights and powers permitted under
     the laws of the State of Florida and such other powers as
     the Court making such appointment shall confirm. The
     expenses (including, without limitation, receiver's fees,
     attorneys' fees, costs and agent's compensation, together
     with interest at the Default Rate) incurred pursuant to
     the powers herein contained, shall be secured by this
     Mortgage and due immediately upon demand. The right to
     enter and take possession of and to manage and operate
     the Mortgaged Premises, and to collect the Rents thereof,
     whether by receiver or otherwise, shall be cumulative to
     any other right or remedy hereunder or afforded by law,
     and may be exercised concurrently therewith or
     independently thereof. Mortgagee shall be liable to
     account only for such Rents actually received by the
     Mortgagee. Notwithstanding the appointment of any
     receiver or other custodian, Mortgagee shall be entitled
     as pledgee to possession and control of any cash or
     deposits at the time held by, payable, or deliverable
     under the terms of this Mortgage or the Security
     Documents to Mortgagee, and Mortgagee (or any affiliate)
     shall have the right to off-set sums due hereunder
     against any such cash or deposits in such order as
     Mortgagee may elect.
     
         19. Suits to Protect the Mortgaged Premises. Mortgagee
     shall have the power and the authority to institute and
     maintain any suits and proceedings as Mortgagee may deem
     advisable:
     
        (a) to prevent any impairment ofthe Mortgaged Premises by
     any acts which may be unlawful or in violation of this
     Mortgage;
     
     (b) to preserve or protect its interests in the Mortgaged
     Premises; and
     
        (c) to restrain the enforcement of or compliance with any
     legislation or other governmental enactment, rule or
     order that may be unconstitutional or otherwise invalid,
     if the enforcement of or compliance with such enactment,
     rule or order might impair the security hereunder or be
     prejudicial to Mortgagee's interest.
     
     20. No Waiver: Consent.
     
        (a) No delay or omission of Mortgagee or of any holder of
     the Note to exercise any right, power or remedy accruing
     upon any Event of Default shall exhaust or impair such
     right, power or remedy or shall be construed to waive any
     such Event of Default or to constitute acquiescence
     therein. Every right, power and remedy given to Mortgagee
     may be exercised from time to time and as often as may be
     deemed expedient by Mortgagee.
     
        (b) No waiver of any default hereunder shall extend to or
     affect any subsequent or any other Event of Default then
     existing or impair any rights, powers or remedies
     consequent thereon. IfMortgagee:
     
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secured hereby;
     
     hereby;
     
      (i)grants forbearance or an extension oftime for the payment of any
     sums
     
     (ii)
     
     takes other or additional security for the payment of
     sums secured
     
              waives or does not exercise any right granted
     in the Note, this Mortgage, the Security Documents or any
     other instruments securing the Note:
     
         (iv) releases any part of the Mortgaged Premises
     from the lien of this Mortgage or otherwise changes any
     of the terms of the Note, this Mortgage or any other
     instrument securing the Note;
     
         (v) consents to the filing of any map, plat or
     declaration of condominium of the Mortgaged Premises;
     
         (vi) makes or consents to any agreement changing the
     terms of this Mortgage or subordinating the lien or any
     charge hereof;
     
     no such act or omission shall release, discharge, modify,
     change or affect the original liability under the Note,
     this Mortgage or Mortgagor, or any subsequent purchaser
     of the Mortgaged Premises or any part thereof, or any
     maker, co-maker, endorser or surety, nor shall such act
     or omission affect, disturb or impair in any manner
     whatsoever the validity and priority of the lien of this
     Mortgage for the full amount ofthe indebtedness remaining
     unpaid together with all other amounts due hereunder. No
     act or omission of Mortgagee shall preclude it from
     exercising any right, power or privilege herein granted
     or intended to be granted. No waiver of any rights or
     powers of Mortgagee or consent by it shall be valid
     unless in writing and signed by an authorized officer of
     Mortgagee and then such waiver or consent shall be
     effective only in the specific instance and for the
     specific purpose given. Unless stated expressly to the
     contrary in this Mortgage, any consent or approval
     required of Mortgagee pursuant to the terms ofthis
     Mortgage shall be: (i) effective only if in writing and
     signed by an authorized of ricer of Mortgagee; and (ii)
     given or denied in Mortgagee's sole and absolute
     discretion.
     
         21. Subsequent Owners. In the event the ownership ofthe
     Mortgaged Premises or any part thereof becomes vested in
     a person other than Mortgagor, the Mortgagee may, without
     notice to Mortgagor, deal with such successor or
     successors-in-interest with reference to this Mortgage
     and to the Note secured hereby in the same manner as with
     Mortgagor without in any way discharging or vitiating
     liability hereunder or upon the Note or any agreement
     between Mortgagor and Mortgagee.
     
         22. Partial Payment. Acceptance by the Mortgagee or Agent
     of any payment in an amount less than the amount then due
     on the or due hereunder shall be deemed an acceptance on
     account only, and the failure to pay the entire amount
     then due shall be and continue to be, until paid
     
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          <PAGE>
in full, an Event of Default. At any time thereafter,
     until the entire amount then due has been paid, the
     Mortgagee shall be entitled to exercise all rights
     conferred upon it in this Mortgage upon the occurrence of
     an Event of Default.
     
         23. Further Assurances. Mortgagor agrees that at any
     time, and from time to time, after execution and delivery
     of this Mortgage that it will, upon the request of
     Mortgagee, and at Mortgagor's sole expense, execute and
     deliver such further documents and do such further acts
     and things as Mortgagee may reasonably request in order
     to fully effect the purposes of this Mortgage and to
     subject to the lien of this Mortgage any property
     intended by the provisions hereof to be covered hereby.
     
         24. Estoppel Certificate. Mortgagor shall, within five
     (5) business days from written demand by the Mortgagee,
     execute in such form and with such content as shall be
     required by the Mortgagee, an estopped certificate and
     waiver of defenses duly acknowledged setting forth the
     amount of principal and interest unpaid hereunder and the
     general status of this Mortgage and such other
     information as Mortgagee may request. Failure of the
     Mortgagor to make and deliver to Mortgagee the estoppel
     certificate within the required time shall constitute an
     Event of Default hereunder.
     
         25. Future Advances. This Mortgage is given not only to
     secure payment of the Note (whether the entire amount
     shall have been advanced to or for the benefit of the
     Mortgagor at the date hereof, or at a later date), but
     also to secure any other amount or amounts, together with
     interest thereon, that may be advanced at any time, but
     not more than twenty (20) years after the date hereof,
     under the terms of this Mortgage. The total amount of
     indebtedness secured hereby may decrease or increase from
     time to time but the total unpaid balance so secured at
     any one time shall not exceed the principal sum of SEVEN
     MILLION AND NO/100 DOLLARS ($7,000,000.00) plus interest
     thereon, plus such other disbursements as may be made by
     Mortgagee pursuant to the terms of this Mortgage, with
     interest thereon. Nothing herein contained shall be
     deemed an obligation on the part of the Mortgagee to make
     any future advances.
     
         26. Security Agreement. To the extent that any portion of
     the Mortgaged Premises shall be deemed to be subject to
     the provisions of the Uniform Commercial Code, this
     Mortgage shall serve as a "security agreement" within the
     meaning of the Uniform Commercial Code as adopted in the
     State of Florida. Mortgagor hereby grants to Mortgagee a
     security interest in and to all of those portions of the
     Mortgaged Premises which may ultimately be held to be
     subject to the Uniform Commercial Code. With respect to
     such property, Mortgagee shall have all rights afforded
     secured parties by the Uniform Commercial Code, as
     adopted in the State of Florida, and as may hereafter be
     modified or amended, in addition to, but not in
     limitation of, the other rights afforded the Mortgagee
     hereunder. Upon the occurrence of an Event of Default
     which has not been cured within any applicable notice and
     cure period hereunder, Mortgagee is authorized and
     empowered to enter the Mortgaged Premises or other place
     where any property may be located without legal process
     and to take possession of same without notice or demand,
     all of which are hereby waived to the maximum extent
     permitted by the laws of the State of Florida. Mortgagee
     may sell at one or more
     
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    public or private sales and for such price as Mortgagee
     may deem commercially reasonable any and all property encumbered
 by this Mortgage and any other
     security or property held by Mortgagee and Mortgagee may be
 the purchaser of any or all of such
     property. Whenever notification with respect to the sale or
 other disposition of the property is
     required by law, such notification of the time andplace of
 disposition shall be deemed reasonable if
     given to Mortgagor at least ten (10) days prior to the date of
 sale at Mortgagor's most recent address
     reflected on Mortgagee's books and records. A carbon, photocopy
 or other reproduction of this
     Mortgage shall be sufficient as a financing statement. Debtor's
 principal place of business and the
     Secured Party's address are set forth on the first page ofthis
 Mortgage. Mortgagor agrees to make,
     execute and deliver to the Mortgagee, in form
     cosatisfactory to the Mortgagee, such financing
     statements and further assurances as Mortgagee may
     from time to time consider reasonably necessary to
     create, protect and preserve the Mortgagee's
     security interest.
     
     27. Fees and Costs. Mortgagor shall pay or reimburse
     Mortgagee all the costs, charges
     and expenses, including reasonable attorneys' fees and
     reasonable consultant's fees, incurred or paid
     at any time by the Mortgagee or Agent, or both, because
     of the failure of the Mortgagor to perform,
     comply with and abide by each and every one of the
     stipulations, agreements, conditions and
     covenants ofthe Note, this Mortgage or the other
     Security Documents (including, without limitation,
     foreclosure, enforcement, condemnation or eminent
     domain proceedings, or any action to protect the security
     hereof, or any proceeding in probate,
     reorganization or bankruptcy). All such payments shall be
     secured by this Mortgage and shall bear
     interest at the Default Rate provided herein.
     28. Default Rate. Upon the occurrence of an Event of
     Default which has not been cured
     within any applicable notice and cure period, the
     principal amount of the Note, together with all
     accrued but unpaid interest and together with all sums
     which may have been advanced by Mortgagee
     and which are secured hereby, shall bear interest at
     the default rate ("Default Rate") set forth in the
     Note.
     
     29. Security Documents. This Mortgage secures the
     payment of all sums and the
     performance of all covenants to be paid or performed
     under the Note and the Security Documents.
     The failure by the Mortgagor or others to fully,
     faithfully and punctually perform all of its or their
     obligations under the Note and the Security Documents
     shall constitute an Event of Default
     hereunder and shall entitle the Mortgagee to proceed in
     accordance with the remedies available to
     it upon the occurrence of an Event of Default.
     30. Mortgagee's Application of Payments. Mortgagee will
     apply monies received under
     the Note and this Mortgage, or the proceeds of any sale
     of all or any portion of the Mortgaged
     Premises, first to the payment of receiver's fees and
     expenses, if any, and to the payment of all costs
     and expenses (including, without limitation, attorneys'
     fees and expenses) incurred by Mortgagee,
     together with interest thereon at the Default Rate, and
     thereafter in such order as Mortgagee may
     elect to payment of sums secured hereby.
     
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     <PAGE>
31. Hazardous or Toxic Materials.
     
    31.1 Prior Use of Mortgaged Premises. Mortgagor warrants
     and represents that Mortgagor has made all due inquiry
     and investigation into the previous ownership and uses of
     the Mortgaged Premises and the present condition of same
     consistent with good commercial or customary practice in
     an effort to minimize liability with respect to any
     "Hazardous or Toxic Materials" (as hereafter defined).
     
    31.2 Present Use of Mortgaged Premises. Mortgagor
     warrants and represents that: (i) except as disclosed to
     Mortgagee in writing in its environmental audit, the
     Mortgaged Premises is presently free from contamination
     by or the presence of Hazardous or Toxic Materials; (ii)
     the Mortgaged Premises and the activities conducted
     thereon do not pose any significant hazard to human
     health or the environment or violate any applicable
     common law or federal, state or local laws, ordinances,
     rules, regulations or requirements (whether now existing
     or hereafter created) pertaining to the manufacture,
     generation, use, processing, distribution, release,
     treatment, discharge, emission, handling, storage,
     transportation or disposal of Hazardous or Toxic
     Materials (including, without limitation, any of the
     foregoing relating to emissions, discharges, release or
     threatened release of pollutants, contaminants or waste
     into the environment, air, surface or ground water,
     subsurface strata or otherwise) or industrial hygiene or
     environmental conditions (collectively, "Environmental
     Laws"); and (iii) the Mortgaged Premises is now and at
     all times hereafter will continue to be in full
     compliance with all Environmental Laws.
     
    31.3 Storage and Use of Hazardous or Toxic Materials.
     Mortgagor warrants and represents that the Mortgaged
     Premises and any improvements now or hereafter thereon
     have not in the past been used, are not presently being
     used, and will not in the future during the term of this
     Mortgage or the Note it secures be used for, or as a
     facility for, the manufacture, generation, use,
     processing, distribution, release, treatment, discharge,
     emission, handling, storage, transportation, or disposal
     of Hazardous or Toxic Materials (except for pesticides,
     the storage and use of which are in accordance with all
     applicable Environmental Laws).
     
    31.4 No Other Property of Borrower in Violation of
     Environmental Laws. To the best of Mortgagor's knowledge,
     after due inquiry and investigation, except as disclosed
     to Mortgagee in its environmental audit, none of the real
     property owned and/or occupied by Mortgagor or its
     subsidiaries and affiliates which is located in the State
     of Florida or elsewhere (including, without limitation,
     the Mortgaged Premises) now or has ever contained
     Hazardous or Toxic Materials, whether used in
     construction or stored on such real property.
     
    31.5 Underground Storage Tanks. Any aboveground or
     underground storage tanks on the Mortgaged Premises have
     been properly registered with the Florida Department of
     Environmental Regulation and are in full compliance with
     the standards for stationary tanks contained in Chapter
     17-761 or Chapter 17-762, Florida Administrative Code
     ("FAC"), any local tank regulation program authorized
     under Chapter 17-63, FAC, and regulations for underground
     storage tanks promulgated by the U.S. Environmental
     Protection Agency ("EPA") under 40 CFR
     
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        <PAGE>
Part 280. Mortgagor warrants and represents that, to the
     best of its knowledge after due inquiry and investigation
     and except as disclosed in writing to Mortgagee, there
     has never been a discharge (as that term is defined in
     Rule 17-761, FAC) of any pollutants, contaminants or
     petroleum products from any aboveground or underground
     storage tanks and the Mortgaged Premises has never been
     the subject of a petroleum contamination site cleanup or
     remediation under applicable Environmental
     Law.
     
     31.6 Release of Hazardous or Toxic Materials. Mortgagor
     shall not cause or permit to exist, as a result of any
     act or omission on Mortgagor's part or on the part of any
     employee, agent, independent contractor, licensee or
     invitee of Mortgagor or Mortgagor's subsidiaries and
     affiliates, and has no notice or knowledge of, a release,
     discharge, spillage, leak, pumping, emission, pouring,
     emptying or dumping of any Hazardous or Toxic Materials
     into waters or onto lands of the State of Florida, or
     waters of the United States, or elsewhere, where damage
     may result to the lands, waters, fish, shellfish,
     wildlife, biota, air or other resources owned, managed,
     held in trust or otherwise controlled by the State of
     Florida or the United States, unless such act or omission
     is pursuant to and in strict compliance with the
     conditions of permits issued by the appropriate federal,
     state or local governmental authorities and pursuant to
     the Environmental Laws.
     
     3 1.7 Indemnity.
     
         (a) Mortgagor and each of its general partners,
     jointly and severally, hereby indemnifies, and agrees to
     defend and save and hold Mortgagee and its directors,
     officers, employees, agents, successors and assigns
     harmless from and against any and all losses, liabilities
     (including, without limitation, strict liability and
     common law liability), obligations, damages (including,
     without limitation, all foreseeable and unforeseeable
     consequential damages to any person or entity including
     third parties), injuries (including, without limitation,
     injuries to the environment), defenses, charges,
     penalties, interest, expenses, fees (including attorneys'
     fees and paralegal, consultant and expert fees at all
     administrative and judicial hearing, trial and appellate
     levels), costs (including, without limitation, costs of
     any settlement), judgments, administrative or judicial
     proceedings and orders, remedial action requirements,
     enforcement actions, claims and demands of any and every
     kind whatsoever (whether civil or criminal), paid by,
     awarded against, imposed upon, incurred or suffered by,
     or asserted against, Mortgagee by any person or entity or
     governmental agency or body for, with respect to, related
     to, arising out of, or as a direct or indirect result of,
     in whole or in part: (i) the violation (whether by act,
     omission or otherwise) of any Environmental Laws (whether
     now existing or created hereafter) applicable to the
     Mortgaged Premises or any activity conducted thereon;
     (ii) the past, present or future manufacture use,
     generation, processing, distribution, release, treatment,
     discharge, emission, escape, seepage, leakage, spillage,
     handling, storage, transportation, disposal, clean-up or
     presence at, on or under the Mortgaged Premises or
     adjacent Property, or to the soil, air or to surface or
     ground water thereat, of any Hazardous or Toxic
     Materials; and (iii) the breach of any warranty or
     representation in this Mortgage or the Security
     Documents. All sums paid and costs incurred by Mortgagee
     with respect to the foregoing matters shall bear interest
     at the greater of the Default Rate or the highest
     applicable lawful rate and shall be secured by the lien
     of the Mortgage, and the lien of the Mortgage shall also
     further secure this indemnity and any liability of
     Mortgagor hereunder. Nevertheless, this indemnification
     shall survive the full payment and performance or
     discharge of the Note and the Mortgage, the release of
     the Mortgaged Premises and satisfaction of the Mortgage,
     and it shall inure to the benefit of any transferee of
     title to the Mortgaged Premises through foreclosure of
     the Mortgage or through deed in lieu of foreclosure and
     to such transferee's successors and assigns.
     
         (b) The monetary amounts for which Mortgagee is
     indemnified pursuant to Section 31.7(a) above shall, at
     Mortgagee's option, be reimbursable to Mortgagee on
     demand, without awaiting the outcome of any litigation,
     claims or other proceedings which may be filed or pursued
     with respect to any matter for which indemnification has
     been granted. Mortgagor (and each other individual or
     entity who has indemnified Mortgagee pursuant to Section
     31 .7(a) above) shall make payments to Mortgagee from
     time to time within thirty (30) days after notice from
     Mortgagee itemizing the amounts due. The indemnifications
     set forth in Section 31.7(a) above shall be enforceable
     by Mortgagee at law and in equity.
     
         (c) The provisions of Section 31.7 shall apply to
     Mortgagor and its general partners, notwithstanding any
     provisions of the Note or this Mortgage to the contrary,
     or any limitation of monetary or other liability set
     forth in the Note, this Mortgage or the other Security
     Documents and Mortgagor and each of its general partners
     acknowledges that its and their obligations are
     unconditional and without limitation.
     
     31.8 Environmental Audit by Mortgagee.
     
         (a) In addition to any environmental audit which may
     have been required as a precedent to the closing of the
     loan evidenced by the Note and secured by this Mortgage,
     Mortgagee shall have the right, at its sole option, to
     obtain, at Mortgagor's expense (but not more frequently
     than three times during the term of the loan, unless
     Mortgagor is in default hereunder or an environmental
     complaint is outstanding), an environmental audit
     prepared by an independent engineer or other qualified
     environmental consultant of the Mortgagee's choice, which
     evaluates: (i) whether any Hazardous or Toxic Materials
     are present in the soil or surface or ground water at the
     site ofthe Mortgaged Premises or in the soil or surface
     or ground water adjacent to such site in quantities that
     would violate applicable Environmental Laws; (ii) whether
     any Hazardous or Toxic Materials have previously been
     released, intentionally or unintentionally, to the soil
     or to surface or ground water at the site of the
     Mortgaged Premises; (iii) whether Hazardous or Toxic
     Materials are now or have been previously used,
     generated, released, treated, discharged, emitted,
     escaped, leaked, spilled, handled, stored, transported or
     disposed of at the site of the Mortgaged Premises; and
     (iv) whether activities presently being conducted at the
     site ofthe Mortgaged Premises are in compliance with all
     applicable Environmental Laws. The environmental audit
     shall be based upon sampling of the soil, air, water,
     visual inspection, and such other methods as shall be
     appropriate. All sampling shall be conducted using
     accepted and scientifically valid technology and
     methodologies. The consultant shall prepare a written
     report detailing its findings and conclusions.
     
     
          <PAGE>
    (b) The Mortgagor agrees that in the event Mortgagee
     requests such an audit or an audit pursuant to Section
     31.12 below, and either of said audits indicates such
     past or present use, manufacture, generation, processing,
     distribution, release, treatment, discharge, emission,
     escape, seepage, leakage, spillage, handling, storage,
     transportation, disposal, clean-up or presence, Mortgagee
     may, in its sole discretion, require that Mortgagor shall
     take all steps necessary to further define the nature of
     the Hazardous or Toxic Materials, any risks related to or
     resulting therefrom, and possible remedial measures; and
     thereafter may also require that all violations of law
     with respect to Hazardous or Toxic Materials be
     immediately corrected by Mortgagor at its sole cost and
     expense (including, without limitation, all removal,
     containment and remedial actions with respect to
     Hazardous or Toxic Materials and all fines, penalties,
     clean-up, enforcement and administrative costs) and that
     Mortgagor obtain all necessary environmental permits and
     approvals associated therewith.
     
     31.9 Notice of Hazardous or Toxic Materials. If Mortgagor
     receives any notice or has knowledge of: (i) the
     happening or existence of any material event involving
     the manufacture, use, generation, processing,
     distribution, release, treatment, discharge, emission,
     escape, seepage, leakage, spillage, handling, storage,
     transportation, disposal or clean-up of any Hazardous or
     Toxic Materials, or violation of any Environmental Laws,
     on or at the site of the Mortgaged Premises or adjacent
     thereto, or in connection with Mortgagor's operations
     thereon; or (ii) any summons, complaint, order, citation,
     notice (oral or written), writing or communication with
     regard to any matter described in subsection of this
     Section 31.9 or any other environmental, health or safety
     matter affecting Mortgagor or the Mortgaged Premises, or
     both (collectively, an "Environmental Complaint") from
     any person, entity or governmental agency or body
     (including, without limitation, the U.S. Environmental
     Protection Agency ("EPA"), then Mortgagor shall
     immediately notify Mortgagee orally and in writing of
     said notice, knowledge or Environmental Complaint and
     provide to Mortgagee copies of all written documents
     pertaining to same.
     
     31.10 No Present Notice or Actions. Mortgagor warrants
     and represents that: (i) there is no civil, criminal or
     administrative action, suit, demand, claim, investigation
     or proceeding, pending or threatened, against Mortgagor
     or which in any way relates to any Environmental Law or
     the Mortgaged Premises; (ii) Mortgagor has not received
     or been threatened with an Environmental Complaint; (iii)
     Mortgagor knows of no circumstances, plans, activities or
     practices which may interfere with or prevent compliance
     or continued compliance by Mortgagor with any
     Environmental Laws or which may give rise to liability or
     form the basis for an Environmental Complaint.
     
     31.11 Entry by Mortgagee. Mortgagee shall have the right
     but not the obligation, and without limitation of
     Mortgagee's rights under the Mortgage, to enter onto the
     Mortgaged Premises or to take such other action as it
     deems necessary or advisable to clean up, remove,
     decontaminate, detoxify, resolve or minimize the impact
     of, or otherwise deal with, any hazardous or toxic
     Materials or Environmental Complaint following receipt of
     any notice from any person or entity (including, without
     limitation, the EPA) asserting the existence of any
     Hazardous or Toxic Materials or an Environmental
     Complaint pertaining to the Mortgaged Property or any
     part thereof which, if true, could result in an order,
     suit or other action against Mortgagor and/or which, in
     the sole opinion of Mortgagee, could jeopardize Mortgagee's
     security under the Mortgage. All costs and expenses
     incurred by Mortgagee in the exercise of any such rights
     shall be secured by the Mortgage and shall be payable by
     Mortgagor upon demand, together with interest at the
     Default Rate.
     
     31.12 Periodic Environmental Audit from Mortgagor.
     Mortgagee shall have the right, in its sole discretion,
     to require Mortgagor to periodically (but not more
     frequently than three times during the term of the loan
     unless Mortgagor is in default hereunder or an
     Environmental Complaint is then outstanding) perform (at
     Mortgagor's expense) an environmental audit and, if
     deemed necessary by Mortgagee, an environmental risk
     assessment (each of which must be satisfactory to
     Mortgagee) of the Mortgaged Premises, hazardous waste
     management practices andlorhazardous waste disposal sites
     used by Mortgagor, if any, and of compliance with all
     permits, consent orders, licenses, approvals, permissions
     or any of the like required for the operation of the
     Mortgaged Premises or any business, process or activity
     thereon. Said audit and/or risk assessment must be by an
     environmental consultant satisfactory to Mortgagee.
     Should Mortgagor fail to perform said environmental audit
     or risk assessment within thirty (30) days of the
     Mortgagee's written request, Mortgagee shall have the
     right, but not the obligation, to retain an environmental
     consultant to perform said environmental audit or risk
     assessment. All costs and expenses incurred by Mortgagee
     in the exercise of such rights shall be secured by the
     Mortgage and shall be payable by Mortgagor upon demand,
     or charged to Mortgagor's loan balance at the sole
     discretion of Mortgagee.
     
     31.13 Breach of Warranty. Any breach of any warranty,
     representation, covenant or agreement contained in this
     Section 31 shall be an Event of Default under the
     Mortgage and shall entitle Mortgagee to exercise any and
     all remedies provided in the Mortgage, or otherwise
     permitted
     
     by law.
     
     31.14 Definition of Hazardous or Toxic Materials.
     "Hazardous or Toxic Materials" includes, but is not
     limited to: (i) materials defined as "Hazardous Waste" or
     hazardous substances under the Federal Resource
     Conservation and Recovery Act or similar state laws; and
     (ii) "hazardous substances" as identified under the
     Federal Comprehensive Environmental Response,
     Compensation and Liability Act of 1980 ("CERCLA"), 42
     U.S.C. Section 9601, et. Beg., the Federal Superfund
     Amendments and Reauthorization Act of 1986, the Florida
     Resource Recovery and Management Act, the Florida
     Pollutant Spill Prevention and Control Act and all
     Federal, state or local environmental statutes, laws,
     ordinances, codes, rules and regulations (whether now
     existing or hereafter created) promulgated, adopted,
     entered or issued, as all of the foregoing may be amended
     from time to time; and (iii) those elements or compounds
     which are contained in any list of hazardous substances
     adopted by the EPA and any list of toxic pollutants or
     contaminants designated by Congress or the EPA
     (including, without limitation, those set forth in
     Section 101(14) of CERCLA and in Title 40, Code of
     Federal Regulations, Part 302) or defined by any other
     Federal, state or local statute, law, ordinance, code,
     rule, regulation, order or decree regulating, relating
     to, or imposing liability or standards of conduct
     concerning, any hazardous, toxic, polluting, or dangerous
     waste, substance or material, as such lists are not or at
     any time hereafter in effect; and (iv) asbestos; and (v)
     radon; and (vi) polychlorinated biphenyls; and (vii)
     petroleum and petroleum products (including those
     described in Chapter 376,
     Florida Statutes); and (viii) such other materials,
     substances or waste which are otherwise dangerous,
     hazardous, harmful or deleterious to human, plant or
     animal health or well being or the environment.
     
         32. Reappraisal of Mortgaged Premises. Notwithstanding
     anything to the contrary contained in this Mortgage or
     the Security Documents, if at any time and for any reason
     Mortgagee, in its sole discretion, determines that the
     value of the Mortgaged Premises may have declined or
     become less than Mortgagee previously anticipated,
     Mortgagee may obtain, at Mortgagor's sole cost and
     expense, a current appraisal ofthe Mortgaged Premises
     from an appraiser selected by Mortgagee and in such form
     and content as required by Mortgagee. The appraisal to be
     obtained pursuant to this Section 32 may, at Mortgagee's
     option, be in form and content necessary to meet the
     requirements of all laws, rules and regulations to which
     Mortgagee may be subject. Mortgagor shall cooperate fullY
     
      , with any such appraiser and provide all such documents
     and information as such appraiser may request in
     connection with the appraiser's performance and
     preparation of such appraisal. Mortgagofs failure to
     promptly and fully comply with Mortgagee's requirements
     under this Section 32 shall, without further notice,
     constitute an Event of Default under this Mortgage and
     the Security Documents. Notwithstanding the above, in the
     absence of an Event of Default, Mortgagor shall only be
     obligated to pay the cost of a reappraisal of the
     Mortgaged Premises obtained by Mortgagee pursuant to this
     Paragraph 32 not more than two times during the term of
     the loan.
     
     33. Severability and Savings Clauses.
     
     (a) If any provision of this Mortgage is held to be
     invalid or unenforceable by a court of competent
     jurisdiction, the other provisions of this Mortgage shall
     remain in full force and effect and shall be liberally
     construed in favor of Mortgagee in order to effect the
     provisions of this Mortgage.
     
     (b) Notwithstanding any other provision of this or any
     other document to the contrary, in no event shall the
     applicable interest rate as defined in the Note secured
     hereby, or in this Mortgage exceed the maximum rate of
     interest permitted by applicable law.
     
     34. Jurisdiction: Appointment of Agent.
     
     (a) Mortgagor and its general partners hereby acknowledge
     and agree that all disputes arising, directly or
     indirectly, out of or relating to the Note, the Mortgage,
     any guaranty, the Security Documents or any or all of the
     foregoing shall be dealt with and adjudicated in the
     courts of the State of Florida in Lee County, Florida, or
     the United States District Court for the Middle District
     of Florida and hereby expressly irrevocably submit to the
     jurisdiction of such courts upon the persons of the
     Mortgagor and its general partners, or any of them, in
     any suit, action or proceeding arising, directly or
     indirectly, out of or relating to the Note, the Mortgage,
     any of the Security Documents or any or all of the
     foregoing. So far as it is permitted under the applicable
     law, this consent to personal jurisdiction shall be
     self-operative and no further instrument or action, other
     
          <PAGE>
than service of process in one of the manners specified
     below, or as otherwise permitted by law, shall be
     necessary in order to confer jurisdiction upon the person
     of Mortgagor or its general partners, or any of them, in
     such court.
     
     (b)The Mortgagor and its general partners hereby
     irrevocably waive, to the fullest extent permitted by
     law, and agree not to assert, by way of motion, as a
     defense or otherwise, any objection which any or all of
     them may have or may hereafter have to the laying of the
     venue of any such suit, action or proceeding brought in
     such court, any claim that any such suit, action or
     proceeding brought in the above-named courts has been
     brought in an inconvenient forum, or any claim that they
     or any of them is not personally subject to the
     jurisdiction of such courts. Provided that service of
     process is effected in one of the manners specified below
     or is otherwise permitted by law, the parties so served
     agree that final judgment in any such suit, action or
     proceeding brought in one of the above-named courts shall
     be conclusive and binding upon the parties so served and
     may, so far as is permitted under the applicable law, be
     enforced in the courts of the State of Florida (and in
     any other courts to the jurisdiction of which the
     Mortgagor and its general partners are subject) and that
     neither the Mortgagor or its general partners will assert
     any defense in any such suit upon such judgment.
     
     (c) The Mortgagor and its general partners hereby,
     collectively, designate Robert M. Taylor, individually,
     having an address of 12800 University Drive, Suite 350,
     Fort Myers, Florida, 33907 as their authorized agent to
     accept and acknowledge on their behalf service of any or
     all process that may be served in any suit, action or
     proceeding in the nature referred to herein in any court
     having jurisdiction. Such agent, by execution of this
     Mortgage, consents to and accepts designation and
     appointment as agent for service of process upon the
     Mortgagor and each of its general partners. In the event
     of the death or incapacity of the agent, Mortgagor and
     each of the general partners covenant and agree, within
     30 days of such death or incapacity to designate and
     appoint an agent or agents reasonably satisfactory to
     Mortgagee and to deliver to Mortgagee evidence of writing
     of such agent acceptance of appointment.
     
      (d) Nothing contained herein shall affect the right of
     Mortgagee to serve process in any manner permitted by law
     or limit the right of Mortgagee to bring proceedings
     against Mortgagor or its general partners in the courts
     of any jurisdiction or jurisdictions.
     
         35. Preservation of Agreements. Mortgagor shall comply
     with and timely abide by, and shall preserve and keep in
     full force and effect all agreements, leases, approvals,
     permits and licenses benefitting, affecting or
     encumbering the Mortgaged Premises, or which are
     necessary for the development, use and operation of the
     Mortgaged Premises for its intended purpose or purposes.
     
         36. Indemnification. Mortgagor and its general partners
     shall, jointly and severally, protect, indemnify, defend
     and hold Mortgagee and its directors, officers, agents,
     employees and counsel, harmless from and against any and
     all liability, loss, expense or damage of any kind or
     nature (including, without limitation, reasonable
     attorneys' and reasonable consultants' fees) arising out
     of any matter, action or inaction of Mortgagee with
     respect to the Note, this Mortgage, the
     
          <PAGE>
Security Documents or the Mortgaged Premises. This
     indemnification shall survive payment of the indebtedness
     secured hereby.
     
     37. Miscellaneous Provisions.
     
     (a) Time. Time is of the essence with respect to each and
     every covenant, agreement and obligation of Mortgagor
     under this Mortgage, the Note and the Security Documents.
     
     (b)Communications. Any notice, request, demand, consent,
     approval or other communication provided or permitted
     hereunder shall be in writing and be hand delivered (and
     receipted for), given by facsimile (with telephonic
     confirmation of receipt) or sent by the United States
     first-class certified or registered mail, return receipt
     requested, postage prepaid, addressed to the party for
     whom it is intended at the addresses set forth in the
     Loan Agreement; provided, however, that either party may
     change its address for purposes of receipt of any such
     communication by giving at least ten (10) days written
     notice of such change to the other party in the manner
     above prescribed. Mortgagor hereby irrevocably appoints,
     designates and authorizes Mortgagee as its agent to file
     for record any notices that Mortgagee deems necessary or
     desirable to protect its interest hereunder or under the
     Note or the Security Documents. Any notice hand delivered
     shall be deemed received upon delivery and any notice
     mailed in accordance with the above provisions shall be
     deemed received and effective on the third business day
     after mailing. For purposes of this Section 37(b), "
     hand-delivery" shall include telegram or overnight courier.
     Notwithstanding the foregoing, at its option, any
     communication by Mortgagee to Mortgagor may be given
     orally (either in person or by telephone if confirmed in
     writing within three (3) days thereafter) or by telex or
     facsimile. Copies of notices to Mortgagee or Agent shall
     also be given, concurrently therewith, to Marshall J.
     Emas, Esq., English, McCaughan & O'Bryan, P.A., 100
     Northeast Third Avenue, Suite 1100, Fort Lauderdale,
     Florida 33301 and copies of notices to Mortgagor shall
     also be given, concurrently therewith, to Diane Jensen,
     Esq., Pavese, Garner, et al., 1833 Hendry Street, Fort
     Myers, Florida 33901. Notice from counsel for one party
     to the other shall be deemed notice hereunder.
     
      (c) Captions. Captions of paragraphs contained in this
     Mortgage are inserted only as a matter of convenience and
     in no way define, limit, extend or describe the scope of
     this Mortgage or the intent of any provision hereof.
     
     (d) Choice of Law: Construction of Mortgage. This
     Mortgage has been negotiated, executed and delivered in
     the State of Florida and shall be governed by and
     construed in accordance with the laws of the State of
     Florida. Mortgagor acknowledges that both Mortgagor and
     Mortgagee have each been represented by counsel of their
     choice in the preparation, negotiation and execution of
     this Mortgage and the Security Documents. Neither the
     Note, this Mortgage nor the Security Documents shall be
     more strictly construed against one party than against
     the other by virtue of the fact that it may have been
     physically prepared by one party or its counsel.
     
      (e) Joint and Several Liability. If more than one person
     or entity executes this Mortgage, each is and shall be
     jointly and severally liable hereunder; and if Mortgagor
     is a general
     
         3 8
     
          <PAGE>
    partnership, then all partners of Mortgagor (and if
     Mortgagor is a limited partnership, then all general
     partners of Mortgagor) shall be jointly and severally
     liable hereunder, notwithstanding any contraryId,
      provision in the partnership laws of the State of
     Florida.                                                  rev
                                                                  to
                                                                  red
                                                                  D
     
     (f) Modification. No agreement unless in writing and
     signed by an authorized officer of Mortgagee and no
     course of dealing between the parties hereto shall be
     affect of the change, waive, terminate, modify, discharge
     or release in whole or in part any provision of this
     Mortgage.
     
     (g) No Representation by Mortgagee. By accepting or
     approving anything required to be observed or performed
     or fulfilled, or to be given to Mortgagee pursuant to
     this Mortgage or any of the Security Documents
     (including, without limitation, the certificate of any
     officer or director of Mortgagor, balance sheet,
     statement, survey or appraisal) Mortgagee shall not be
     deemed to have warranted or represented the sufficiency,
     legality, effectiveness or legal effect of the same, or
     any term, provision or condition thereof, nor shall any
     acceptance or approval constitute any warranty or
     representation by Mortgagee.
     
     (h) Attorneys' Fees and Expenses Defined. Any reference
     in this Mortgage to attorneys' fees paid or incurred by
     Mortgagee or Agent, or both, shall be deemed to include
     paralegals', legal assistants and consultants' fees, all
     to the extent reasonable. In addition, wherever provision
     is made herein for payment of such fees or expenses, such
     provision shall include, without limitation, fees and
     expenses incurred in any judicial, bankruptcy,
     reorganization, administrative or other proceedings,
     including appellate proceedings, whether such fees or
     expenses arise before proceedings are commenced or after
     entry of any judgment.
     
     (i) Withholding Taxes. If, under any applicable law or
     regulation, Mortgagor shall be required to make any
     withholding or deduction from any payment due hereunder
     or under any of the Security Documents for or in respect
     of any present or future taxes, levies, impositions,
     charges or fees of any nature whatsoever (except for
     Mortgagee's income taxes), the amount due Mortgagee from
     Mortgagor with respect to such payment shall be increased
     to the extent necessary to insure that, after making such
     withholding or deduction, Mortgagee shall receive an
     amount equal to the amount which Mortgagee would have
     received had no such withholding or deduction been made.
     If Mortgagor shall fail to make any withholding or
     deduction which is required to be made under applicable
     law or regulation, Mortgagee reserves the right to make
     payment thereof. If Mortgagee makes such payment, or if
     Mortgagee shall be required to pay any tax, levy,
     imposition, charge or fee (except for Mortgagee's income
     taxes), Mortgagor shall indemnify Mortgagee for such
     payment and same shall, together with any interest,
     penalties and expenses in connection therewith, bear
     interest at the Default Rate and be payable upon demand.
     Any increased amount required to be paid by Mortgagor in
     accordance with the provisions of this Section 37(i)
     shall have the same character as the amount for which it
     is paid but shall not: (i) if characterized as principal,
     be applied in reduction of principal; or (ii) if
     characterized as interest, be applied in reduction of
     accrued and unpaid interest.
     
      (j) Platting. Condominium and Homeowners' Documents.
     Mortgagor shall not plat the Mortgaged Premises or any
     portion thereof, submit the Mortgaged Premises or any
     portion thereof to the condominium form of ownership, or
     subject the Mortgaged Premises or any portion thereof to
     any conditions, covenants, agreements, restrictions,
     easements or otherwise, without the prior written consent
     of Mortgagee. Such consent shall be conditioned upon
     Mortgagee's receipt of: (i) satisfactory opinions of
     counsel; (ii) title endorsements insuring the validity of
     the regime created and, further, insuring the continued
     lien and priority of the Mortgage; and (iii) Mortgagee's
     reasonable satisfaction with the form and content of any
     plat, declaration of condominium, or conditions,
     covenants, agreements, restrictions, easements or
     otherwise.
     
     (k) Forfeiture of Property. Mortgagor warrants and
     represents that neither Mortgagor, any of its general
     partners or any other individual or entity, has committed
     any act or omission, or has consented to any act or
     omission, which would afford any Governmental Authority
     the right or remedy of forfeiture or seizure of all of:
     (i) all or any part of the Mortgaged Premises, any
     collateral under the Security Documents or any property
     (including, without limitation, money) delivered to
     Mortgagee, or any other party, in the performance of
     Mortgagor's obligations under this Mortgage or the other
     Security Documents; or (ii) any interest in or income,
     profits or proceeds of, any ofthe property described in
     subsection (i) of this Section 37(k). Mortgagor agrees
     not to engage in any act, or permit the occurrence of any
     act or omission that would afford any Governmental
     Authority the right or remedy of forfeiture or seizure.
     Moreover, Mortgagor agrees that the filing of any
     charges, or the commencement of any proceedings, against
     Mortgagor or any general partner of Mortgagor, or against
     any of the property described in subsection (i) of this
     Section 37(k), or against any person having any interest
     in, or use or possession of any such property, that would
     afford any Governmental Authority the right or remedy to
     forfeit or seize any such property, shall constitute an
     Event of Default under this Mortgage (and,
     notwithstanding anything to the contrary contained in
     this Mortgage, Mortgagor shall have no right to cure such
     Event of Default).
     
         38. Waiver of Counterclaims. Mortgagor and its partners
     hereby waive the right to impose, in any action with
     respect to the Note, this Mortgage, or the other Security
     Documents, any counterclaim (except mandatory
     counterclaims) or to have any such action consolidated
     with any other or separate suit, action or proceeding.
     Nothing herein contained shall prevent or prohibit
     Mortgagor from instituting or maintaining a separate
     action against Mortgagee with respect to any asserted
     claim.
     
         39. Exculpation of Limited Partners. Mortgagor's limited
     partners shall not be personally liable for repayment of
     principal, interest or "Prepayment Costs" under the Note.
     
         40. CLNY as Agent for Mortgagee. Mortgagor acknowledges
     that CLNY, which, together with Barnett and FINOVA,
     constitutes Mortgagee, seines as agent for Mortgagee
     hereunder. CLNY, as Agent, shall have the right to take
     all actions and exercise all rights on behalf of, for the
     account of and in the name of Mortgagee under the Note
     secured hereby, this Mortgage and any and all other
     Security Documents and Mortgagor shall accept such
     actions and performance by Agent as authorized on behalf
     of, for the account of and in the name of Mortgagee. In
     the event CLNY shall assign its rights as Agent, at
     its option, it shall
     thereafter be relieved of any further responsibility
     under this Mortgage and the other Security Documents. All
     covenants, agreements, representations, warranties,
     indemnifications, obligations and performances of
     Mortgagor or others to Mortgagee under this Mortgage, the
     Note and the other Security Documents, shall also be
     deemed to run to, benefit, include and be enforceable by
     Agent.
     
         41. Waiver of Trial by Jurv. MORTGAGOR, ITS PARTNERS,
     MORTGAGEE AND AGENT HEREBY KNOWINGLY, VOLUNTARILY AND
     INTENTIONALLY WAIVE ANY RIGHT ANY MAY HAVE TO A TRIAL BY
     JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS
     MORTGAGE, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
     ANY OR ALL OF THE SECURITY DOCUMENTS OR ANY DOCUMENT,
     INSTRUMENT OR AGREEMENT CONTEMPLATED TO BE EXECUTED IN
     CONNECTION WITH THIS MORTGAGE OR THE SECURITY DOCUMENTS,
     OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
     (VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS
     PROVISION IS A MATERIAL INDUCEMENT FOR MORTGAGEE TO MAKE
     THE LOAN DESCRIBED IN THIS MORTGAGE OR EVIDENCED OR
     SECURED BY THE SECURITY DOCUMENTS, AND FOR MORTGAGOR TO
     EXECUTE AND DELIVER THIS MORTGAGE. THE PROVISIONS OF THIS
     SECTION 41 SHALL SUPERSEDE AND CONTROL ANY PROVISIONS IN
     THIS MORTGAGE OR THE SECURITY DOCUMENTS TO THE CONTRARY.
     
         42. Limitation on Collateral under Indenture. Mortgagee's
     consummation ofthe loan (the "Loan") secured by this
     Mortgage is based upon Mortgagor's representation and
     warranty that the Loan qualifies as "Permitted Real
     Property Indebtedness" ("PRPI"), as defined under the
     "Indenture" described in the Loan Agreement. Such
     definition sets forth the collateral which may secure
     PRPI. Notwithstanding any other provision of this
     Mortgage or the other Security Documents to the contrary,
     nothing in this Mortgage or the other Security Documents
     grants, or is intended by Mortgagor or Mortgagee to
     grant, to Mortgagee an interest in collateral which would
     violate that permitted to secure PRPI under the
     Indenture. In the event a court of competent jurisdiction
     should determine that: (i) the collateral granted to
     Mortgagee under this Mortgage or the other Security
     Documents does not conform to that permitted to secure
     PRPI; and (ii) as a result, Mortgagor would be in breech
     of or default under the provisions ofthe Indenture, then
     the grant of such collateral shall be void ab initio and
     the collateral securing the Loan shall be limited to that
     permitted under the Indenture to secure PRPI and any
     other collateral encompassed hereby shall secure the
     "Loans" described in the Loan Agreement.
     
         IN WITNESS WHEREOF, this Mortgage has been duly executed,
     delivered and sealed by the Mortgagor on the day and year
     first above written.
     
     Signed, sealed and delivered in the presence of:
     
     MORTGAGOR:
     
     to
     
                            ;=
                            rot
                            CO
                              
          <PAGE>
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP, an
     Ohio limited partnership
     
     to := rv
     
         By:                    T & T Resorts, L.C., a
     Florida limited liability  N
                         a General Partner    SO
     
     Nan~/ ~ -
     
     N~ ~ ~5
     
                           Name:
                              
                           Name:
                              
     Name:
     
              By:            , _
     
     _.._. it. ~ ~ ~._^
     
     V~
     
     c,
     
               . ~ '` r I    Cam
     
     -
     
                        Robert M./aylor, Manager
     Address: 12800 University Drive
     Suite 350 \
     Fort Myers, Florida 3~/
     
     MORTGAGEE:
     
     CREDIT LYONNAIS NEW YORK BRANCH
     
     By:
     
     Address: 1301 Avenue of the Americas
                         1 8th Floor
                         New York, NY 10019
     
     BARNETT BANK, N.A.
     
     By:Name: Title: Address: 2000 Main Street, 2nd Floor
     Ft. Myers, FL 33901
     
     FINOVA CAPITAL CORPORATION, a Delaware corporation
     
     Address: 7272 East Indian School Road, Suite 410
                             Scottsdale, AZ 85251
     
      H:\users\wp\credit\ssr\free3.5\documts\mtg-sprd.cn3
     :5.23.97:pjh         4 2
     
          <PAGE>
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP, an
     Ohio limited partnership
     
     to
     
                                 By: T & T Resorts, L.C., a
     Florida limited liability   rem
                                 company, its General
     Partner
                                            ID
     
     Name:
     
                      ~-~
     Name: ~:~ As. CAP ~
     
     /~k W~.
     
     Name: '1~' /  ,46
     
     Name:
     
     Name:
     
     Name:
     
     Name:
     
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     :5.23.97:pjh        4 2
     
       By:
     
                                           Robert M. Taylor, Manager
                         Address:             12800 University Drive
                                                           Suite 350
                                           Fort Myers, Florida 3390?
     
     MORTGAGEE:
     
                            CREDIT
                               ~ .
                               By:            , .
                             Name:       ~ct~ 2~t
                            Title:\/ . =~ cash Dow
                          Address:1301 Avenue ofthe Americas
                                       18th Floor
     
     New York, NY 10019
     
     SNAIL NEW YORK BRANCH
     
          ~ 1
     
     BARNETT BANK, N.A.
     
     Address: 2000 Main Street, 2nd Floor
                    Ft. Myers, FL 33901
     
     FINOVA CAPITAL CORPORATION, a Delaware corporation
     
     Address: 7272 East Indian School Road, Suite 410
                             Scottsdale, AZ 85251
                             
          <PAGE>
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP, an
     Ohio limited partnership
     
     Name:
     
     Name:
     
     Name:
     
     Name:
     
                          ~ ~,,0~
                N e: MU SIN) /11. t'Al~er~
                          /~)6 -
                              
     ~ne: ~e~ (God
     
     Name:
     
     Name:
     
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     :5.23.97:pjh
     
    By: T & T Resorts, L.C., a Florida limited liability
     company, its General Partner
     
                                           Robert M. Taylor, Manager
                         Address:             12800 University Drive
                                                           Suite 350
                                           Fort Myers, Florida 33907
     
     MORTGAGEE:
     
     CREDIT LYONNAIS NEW YORK BRANCH
     
     By:
     
                              Name:
                             Title:
                           Address:             1301 Avenue of the Americas
                                                                 18th Floor
                                                         New York, NY 10019
     
     BARNETT BANK, N.A.
     
     By: ~K~  :~<
     Name: BY I D4 ~ ~ l=cm em
     Title: |/`f~ ~'de''>
     
     Address: 2000 Main Street, 2nd Floor
                    Ft. Myers, FL 33901
     
     FINOVA CAPITAL CORPORATION, a Delaware corporation
     
     By:
     Name :
     Title:
     Address: 7272 East Indian School Road, Suite 410
     Scottsdale, AZ 85251
     
     42
     
          <PAGE>
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP, an
     Ohio limited partnership
     
    By: T & T Resorts, L.C., a Florida limited liability
     company, its General Partner
     
     Name:
     
     Name:
     
     Name:
     
      ~ ~.0~
     Name: Ail S;4AJ /11. ^~^e~
     /~
     ame. 7)etz71~ (~41/
     
     Name:
     
     Name:
     
     H:\users\wp\credit\ssr\free3.5\documts\mtg-sprd.cn3
     :5.23.97:pjh
     
                                           Robert M. Taylor, Manager
                         Address:             12800 University Drive
                                                           Suite 350
                                           Fort Myers, Florida 33907
     
     MORTGAGEE:
     
     CREDIT LYONNAIS NEW YORK BRANCH
     
     By:Name:
     
     Address: 1301 Avenue ofthe Americas
                         1 8th Floor
                         New York, NY 10019
     
     BARNETT BANK, N.A.
     
     By: 4~  :~:
     Name: )Y I T)4 ~ t=~777
     Title: 1/l-? deny
     Address: 2000 Main Street, 2nd Floor
     Ft. Myers, FL 33901
     
     FINOVA CAPITAL CORPORATION, a Delaware corporation
     
     Address: 7272 East Indian School Road, Suite 410
                             Scottsdale, AZ 85251
     
     42
     
          <PAGE>
Name
     
     Name:
     
     Name:
     
                           Name:
                              
                           Name:
                              
                           Name:
                              
                           Name:
                              
     Name:
     
     H:\users\wp\creditYssr\fi.ee3.5\documts\mtg-sprd.cn3:5.23.97:pjh
     
     SOUTH SEAS PROPERTIES COMPANY LIMITED
     PARTNERSHIP, an Ohio limited partnership
     
    By: T & T Resorts, L.C., a Florida limited liability
     company, its General Partner
     
                       Robert M. Taylor, Manager
     Address: 12800 University Drive
     Suite 350
     Fort Myers, Florida 33907
     
     MORTGAGEE:
     
     CREDIT LYONNAIS NEW YORK BRANCH
     
                               By:
                             Name:
                            Title:
                          Address:              1301 Avenue ofthe Americas
                                                                18th Floor
                                                        New York, NY 10019
     
     BARNETT BANK, N.A.
     
     Address: 2000 Main Street, 2nd Floor
                    Ft. Myers, FL 33901
     
     FINOVA CAPITAL CORPORATION, a Delaware corporation A<
     :~]
     
     Native: JOCK FIELDS, 111
     Title: tikuUI~ VICIf PRESIDENT
     Address: 7272 East Indian School Road, Suite 410
     Scottsdale, AZ 85251
     
     42
     
          <PAGE>
AGENT:
     
     CRY
     
                       ~':          ~By:3
     
     Name: Jib 64.~, Q~e A,
     
                          /~: /)
                              
     Name: 'I {' U=h~,)
     
     STATE OF FLORIDA
     
     COUNTY OF
     
     iYONNAI$ NEW YORK BRANCH
     
                            Name _           tfi(A s'c~cc Z^~f'^
                            Title:          1/ `' r C ire Hi d ~
                          Address:   1301 Avenue of the Americas
                                                     1 8th Floor
                                              New York, NY 10019
     
         The foregoing instrument was acknowledged before me
     this day of May, 1997, by ROBERT M. TAYLOR, as Manager
     of T & T RESORTS, L.C., a Florida limited liability
     company, on behalf of the company, the general partner
     of South Seas Properties Company Limited Partnership,
     an Ohio limited partnership, on behalf of the
     partnership. He is personally known to me or produced
     as identification.
     
     Notary Public, State of Florida at Large
     
     My Commission Expires:
     
     The undersigned hereby executed this Mortgage solely
     for the purpose of evidencing the consent of: (i)
     Robert M. Taylor as to the designation and appointment
     as agent for service of process upon the Mortgagor and
     its partners, as described in Section 34(c) above; and
     (ii) as to the provisions of Section 39 above.
     
     AGENT FOR SERVICE OF PROCESS
     
     ROBERT M. TAYLOR
     
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     :5.23.97:pjh         4 3
     
          <PAGE>
AGENT:
     
     CREDIT LYONNAIS NEW YORK BRANCH
     
     Name:
     
     Name:
     
     STATE OF FLORIDA
     
     ) SS:
     
              COUNTY OF `     ~)
     
                                                   cat
                                 By:                      c,'
                                 Name:                     .=
                                 Title:
                                 Address:     1301 Avenue ofthe Americas
                                   1 8th Floor
                                      New York, NY 10019
     
         The foregoing instrument was acknowledged before me
     this Ad) Clay of May, 1997, by ROBERT M. TAYLOR, as
     Manager of T & T RESORTS, L.C., a Florida limited
     liability company, on behalf of the company, the
     general partner of South Seas Properties Company
     Limited Partnership, an Ohio limited partnership, on
     behalf of the partnership. He is personally known to me
     or produced ~v/~ asidentification.
     
     Notary Public, State of Florida
     
     My Commission Expires:
     
                   EDW1NA ~ . VELl ErrE
                 MY WHMISSION fl CC 907480
                  EXP1PES: August 12.1997
                              
     The undersigned hereby executed this Mortgage solely
     for the purpose of evidencing the consent of (i) Robert
     M. Taylor as to the designation and appointment as
     agent for service of process upon the Mortgagor and its
     partners, as described in Section 34(c) above; and (ii)
     as to the provisions of Section 39 above.
     
     AGENT SERVICE OF PROCESS
        ,~
     
                    ROBERT M. TAYLOR    J
     
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          <PAGE>
STATE OF NEW YORK )
     
     ) SS:
     COUNTY OF NEW YORK )
     
     The foregoing instrument was acknowledged before me this 29th day
     of May, 1997, by Mischa Zabotin , as Vice President of
     CREDIT LYONNAIS NEW YORK BRANCH, on behalf of the
     corporation. Hemp is personally known to me ~d ~g,~`Q~
     
                     !4            I ~
     
     Notary Public, State of New Y at Large j "i
     
     My Commission Expire-.
     
     BR~,~i;;r`; ~ . .
     
     Notary PubEc7,St'ase of NeV~,qrQ~ is,' '.
     
    BANK, N.A., on behalf of the corporation. He/she is personally
     known to me or produced _ as identification.
     
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     Notary Public, State of Florida at Large
     
     My Commission Expires:
     
          <PAGE>
STATE OF NEW YORK
     
     COUNTY OF
     
     ) SS:
     
    The foregoin,, instrument was acknowledged before me this day of
     May, 1997, by , as of CREDIT LYONNAIS NEW YORK BRANCH,
     on behalf of the corporation. He/she is personally
     known to me or produced -- I-- =-^. ^
     
     STATE OF FLORIDA )
     
     ~ ) SS:
     
              COUNTY OF ~QQ   )
     
     . as identification.
     
     Notary Public, State of New York at Large
     
     My Commission Expires:
     
     T,kg forego) nstru ent was acknowledged b,e re me As o;
     q day of May, 1997, by
                                                       now
                                                            ~ as
                                                            |J9~,
                                                            1~/10~ ~
                                                            of
                                                            BARRETT
     
    BANK, N.A., on behalf of the corporation. He/she is personally
     known to me or produced _ as identification.
     
     
     No/t
     
     ary Public, State of Florida at Large
     
     My Commission Expires:
     
      SUSAN M. PALMER
     MY COMMISSION /
     EXPIRES: Jenwy 8, 1 -
     
               11   ,
     
          <PAGE>
                        ~ fir
                              
     STATE OF( ~<: )
     
     COUNTY OFT) SS:
     
     The foregoing instrument was acknowledged before me
     this~day of May, 1997, by_  GROIIP
     VIEW PRFe~l,--iE~f FINOVA CAPITAL CORPORATION, on
     behalf of the corporation. Hemp is personally known to
     me or produced as identification.
     
     STATE OF NEW YORK )
     
     COUNTY OF
     
     gait
                        Notary Public, State of Cam at
                             Large
     
     , _~
     
     My Commission ~p~=======s=r=r====*r======-=i
                 OFFAL SEAL ~
     
     CHARL01TES.VANWER I Nol~ry Pubik - Stan of Arizona
     MARICOPA COUNTY y Comm. Expiw Apfl 1l, 2000 i
     
     ) SS:
     
                                       The foregoing
     instrument was acknowledged before me thisday of May, 1997, by
     
     CREDIT LYONNAIS NEW YORK BRANCH, on behalf of the
     corporation, as Agent. He is personally known to me or
     produced as identification.
     
     Notary Public, State of New York at Large
     
     My Commission Expires:
     
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          <PAGE>
STATE OF
     
     COUNTY OF
     
                             )
                              
                             )
                              
     ) SS:
     
    The foregoing instrument was acknowledged before me this day of
     May, 1997, by_ , as of FENOVA CAPITAL CORPORATION, on
     behalf of the corporation. He/she is personally known
     to me or produced as identification.
     
     Notary Public, State of at Large
     
     My Commission Expires:
     
     STATE OF NEW YORK )
              ) SS:
              COUNTY OF NEW YORK )
     
     The foregoing instrument was acknowledged before me
     this Monday of May, 1997, by
                                                       Mischa
                                                            Zabotin
                                                            , as
                                                            Vice
                                                            President of
     
     CREDIT LYONNAIS NEW YORK BRANCH, on behalf of the
     corporation, as Agent. He is personally known to me Ox
     ~,;
     
       ~,< ~=
     Notary Publi State of New York arge
     
     My Commission Expires:
     
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     C'
       Act
     
     CO
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     Bet
     
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     ,CO
     
     Cal
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     V]
     BREIGE AVERY., ~
     Notary Public. State ot'0eNh,York
     
     . No 4~1 49017Afi ~ ~ ~ ~ .
     
               Qualified ire puee,ns C~U6I} A,
     Commission Fxpire5: Adg ,3.~ /
     ' ~ ' 4'2. 71 ~ 'a  
     
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          <PAGE>
-
     
                        EXHIBIT "A"
                              
                           LAND
                              
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     :5.23.97:pjh         4 6
     
     to It rot
     
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     rat, at
     
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          <PAGE>
            ~            ~
     
     Commonwealth
     
                       EX~TBTT A TO
     AMENDED AND RESTATED FIRST MORTGAGE AND SECURITY
            AGREEMENT AND NOTICE AND AGREEMENT
                     OF FUTURE ADUANCE
                              
     Commit.ment. No.: B64-42.38.33 File No.: M72.~fihG
                              
     I,ot.s 15 and 16, Block 7, of that certain s~h~ivision
     known as IJNTT No 2, SANTBF,T, F8TATES, according to
     the map or plat. thereof on file and recorded in the
     office of the Clerk of the Circuit. Court. of T`ee
     Country, Florida, in Plat. Hook 9, Page 1?.3, ANn all
     the OTrant.ors right., title and interest. to t.hat
     port.ion of Eot. 2, Rlock 8, SANJPsF.T, F9TATER IJNTT
     2, lying het.ween t.he Nort.hwesterly prolongat.ion of
     t.he Sout.herly lot. line of r,Ot. lfi of t.he
     aforesaid Sanibel F,st.at.es Ilnit. 2. anfl t.he
     Nort.herly lot. line of t.he aforesaid I,ot. 15 of
     Sanibel ~,st.at.e.s Ilnit. 2, said propert.y having
     it.s F,ast.erly and Westerly hounflaries respe~t.ively
     nn t.he hank of t.he cana1 shown in t.he aforesaid
     plat. of Sanibel Est.at.es IJnit. ~ and t.he Fast.erly
     right.-of-way of G~lf nrive as shown on t.he aforesaifl
     plat. of Ranibel Fst.at.es IJnit. ~ t.oget.her wit.h
     any anfl all riparian rights t.here~,nt.o helonging nr
     ot.herwise pert.aining.
     
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