Exhibit
      10.6

    


    FIRST
      AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN
      DOCUMENTS

     

    THIS
      FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS
(“Amendment”),
      dated as
      of June 26, 2007, between
      COSTA BLANCA II REAL ESTATE, LLC,
      a
      Florida limited liability company, having an address at 2460 Sand Lake Road,
      Orlando, Florida 32809, COSTA
      BLANCA III REAL ESTATE, LLC,
      a
      Florida limited liability company, having an address at 2460 Sand Lake Road,
      Orlando, Florida 32809, TDS
      TOWN HOMES (PHASE 1), LLC,
      a
      Florida limited liability company, having an address at 2460 Sand Lake Road,
      Orlando, Florida 32809 and TDS
      TOWN HOMES (PHASE 2), LLC,
      a
      Florida limited liability company, having an address at 2460 Sand Lake Road,
      Orlando, Florida 32809, jointly and severally (collectively, “Borrower”),
      and
KENNEDY
      FUNDING, INC.
      (“Agent”), a New Jersey corporation having an address at Two University Plaza,
      Suite 402, Hackensack, New Jersey 07601, as agent for certain lenders identified
      on Schedule
      D
      of the
      Original Loan Agreement (as hereinafter defined), in each case having an address
      care of Kennedy Funding, Inc., Two University Plaza, Suite 402, Hackensack,
      New
      Jersey 07601 (the aforesaid Agent and lenders are hereinafter collectively
      referred to as “Lender”).
      Borrower and Lender may hereinafter be referred to at times individually as
      a
“Party”
and
      collectively as the “Parties”.

     

    WITNESSETH:

     

    WHEREAS,
      Borrower
      and Lender are parties to that certain Loan and Security Agreement dated as
      of
      April 20, 2007 (“Original
      Security Agreement”),
      and
      Borrower is a party to that certain (i) Assignment of Leases and Rents
      (“Original
      Assignment of Leases and Rents”),
      and
      (ii) Assignment of Licenses, Contracts, Plans, Specifications, Surveys, Drawings
      and Reports (“Original
      Assignment of Licenses”),
      each
      dated as of April 20, 2007 (collectively, the “Original
      Loan Agreements”);
      and

     

    WHEREAS,
      Borrower
      and Lender wish to amend the Original Loan Agreements as set forth
      below.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements contained in the Original
      Loan Agreements, the Parties, intending to be legally bound, agree as
      follows:

     

    1. From
      and
      after the effective date of this Amendment, the following text is hereby added
      as a new Section 10(s) of the Original Security Agreement.

     

    
      
        
          


           

          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    
       

      “(s)
        an
        Event of Default (beyond any applicable grace periods) under that certain
        Loan
        and Security Agreement dated as of June 26, 2007, between Costa
        Blanca I Real Estate, LLC, a Florida limited liability company and
        Lender,as
        Agent
        and/or any other document or agreement given or delivered to Lender in
        connection therewith, including without limitation that certain Promissory
        Note
        in the original principal amount of Four Million Four Hundred Fifty Thousand
        ($4,450,000) Dollars of even date therewith.”

    

     

    2. From
      and
      after the effective date of this Amendment, the following text is hereby added
      as (i) a new Section 28 of the Original Security Agreement, (ii) a new Section
      21 to the Original Assignment of Licenses, and (iii) a new Section 12 to the
      Original Assignment of Leases and Rents.

     

    “Cross
      Collateralization.
      Borrower
      understands and agrees that the Loan is and will be cross-collateralized with
      that certain loan dated as of June 26, 2007 in the amount of Four Million
      Four Hundred Fifty Thousand ($4,450,000) Dollars by and between Costa Blanca
      I
      Real Estate, LLC, a Florida limited liability company (“Costa
      I”)
      and
      Lender, as Agent (the “Costa
      I Loan”).
      It is
      understood and agreed that a default (beyond any applicable periods) under
      the
      terms and conditions of (i) that certain Loan and Security Agreement dated
      as of
      June 26, 2007, between Costa
      Blanca I Real Estate, LLC and Lender, as Agent (“Costa
      I Loan Agreement”),
      and/or (ii) any other document or agreement given or delivered to Lender in
      connection therewith, including without limitation that certain (a) Promissory
      Note in the original principal amount of Four Million Four Hundred Fifty
      Thousand ($4,450,000) Dollars dated as of June 26, 2007, and (b) and that
      certain Mortgage and Security Agreement filed in the County of Polk, State
      of
      Florida which was given as security for the repayment of said Promissory Note
      (the “Costa
      I Loan Documents”)
      will
      also constitute a default under the terms and conditions of the Loan and will
      entitle Lender to all rights and remedies available to Lender under the Costa
      I
      Loan Documents. It is further understood and agreed that in the event Borrower
      defaults (beyond any applicable grace periods) under the terms and conditions
      of
      the Loan or any of the Loan Documents executed or delivered in connection with
      the Loan, Lender shall have the right to declare the Costa I Loan in default
      and
      accelerate same and avail itself of any rights and remedies thereunder. Borrower
      shall execute any and all documents necessary to effectuate such
      cross-collateralization.”

     

    


    
      
        
          


           

          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    3. From
      and
      after the effective date of this Amendment, Section 13 of the Original Security
      Agreement is deleted in its entirety and replaced with the following
      text.

     

    “13.
      Lender’s
      Right to Assign.
      Lender
      shall have the right to sell, assign, participate, transfer or dispose of all
      or
      any part of its interest in the Loan without the consent or approval of Borrower
      or Guarantor.

     

    4. From
      and
      after the effective date of this Amendment, Section 20(d) of the Original
      Security Agreement is deleted in its entirety and replaced with the following
      text.

     

    “(d)
      The
      parties hereto agree that, notwithstanding anything contained herein to the
      contrary, there shall be required the consent of the Agent, Borrower and Lenders
      holding Fifty Percent (50%) of the outstanding balance or commitment to lend
      under the Loan to do any of the following:

     

    (1)
       Amend
      of
      modify the terms of the Note, this Agreement, the Mortgage and the other Loan
      Documents or execute any waiver of any material event of default under this
      Agreement or the other Loan Documents.

     

    (2) Consent
      to or permit any substitution, withdrawal or release of any collateral, any
      Guarantor or any other security securing the payment of the Loan except in
      accordance with the terms of the Note, this Agreement and the Loan
      Documents.”

     

    5. From
      and
      after the effective date of this Amendment, Section 24 of the Original Security
      Agreement is deleted in its entirety and replaced with the following
      text.

     

    “(a)
       With
      the
      prior written consent of Borrower, which consent shall not be unreasonably
      withheld, conditioned or delayed, Lender shall have the right to issue news
      releases, and publicize and/or advertise the fact that it has provided financing
      with respect to the project and/or the Mortgaged Property and in connection
      therewith Lender shall have the right to photograph and use pictures of the
      Mortgaged Property in any such advertisements, brochures, print, media and
      other
      copy.

     

    


    
      
        
          


           

          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    (b) With
      the
      prior written consent of Borrower, which consent shall not be unreasonably
      withheld, conditioned or delayed, Borrower, at Lender’s cost and expense, shall
      erect a suitable sign or signs at the Mortgaged Property (“Sign”)
      in a
      location which is clearly visible to the public and otherwise reasonably
      acceptable to Lender. The Sign shall be prepared by Lender and may contain,
      among other things, that financing for the Mortgaged Property is being provided
      by Lender and otherwise publicize Lender’s role in the financing. Lender shall
      coordinate the placement and maintenance of such signs on the Mortgaged Property
      with Borrower.”

     

    6. From
      and
      after the effective date of this Amendment, the following text is hereby added
      as a new Section 29 of the Original Security Agreement.

     

    “Each
      Borrower acknowledge and agree that the Note may only be prepaid in whole if
      either (1) all amounts due and owning to Lender pursuant to the Costa I Loan
      Documents are paid in full and no obligations to Lender are outstanding
      thereunder, or (2) the Project is fully completed, as determined by Lender
      in
      its sole discretion, or (3) the Borrower deposits with Lender, in cash, an
      amount equal to the greater of (i) the amount of the Holdback, and (ii) the
      amount necessary to complete the Project, as determined by Lender in its
      reasonable discretion (“Cash
      Collateral”).
      

     

    Notwithstanding
      the foregoing, in the event the Borrower deposit the Cash Collateral with
      Lender, regardless of whether the Note is prepaid in whole, and no Event of
      Default hereunder or under any other Loan Documents or any of the Costa I Loan
      Documents shall have occurred beyond any applicable grace periods, Lender shall,
      at the sole cost and expense of the Borrower, release its lien on that portion
      of the Mortgaged Property owned by TDS Amenities, Inc. which is not the TDS
      Property (“TDS
      Remainder Parcel”);
      provided,
      however,
      that in
      addition to the Cash Collateral, the Borrower shall provide to Lender, (a)
      written evidence, satisfactory to Lender in its reasonable discretion, that
      the
      completion of the Project, the resort water complex (including a wave pool,
      flowrider surfing pool, water slides, spas and a four-story children’s water
      park) and the 16,000 square foot pool-side sports bar (collectively,
“Amenities”), each of which shall be located on or adjacent to the Mortgaged
      Property, shall be partially financed in an amount of no less than $5,800,000
      (i.e. $2,900,000 and the Cash Collateral) by an institutional lender, (b)
      documentation evidencing that the swimming pool on the TDS Remainder Parcel
      will
      be constructed, to Lender’s reasonable satisfaction, in accordance with the
      plans and specifications provided to Lender by Borrower and the contract
      submitted to Lender from Weller Pools, (c) written evidence that the owners
      of
      all or any portion of the remainder of the Mortgaged Property shall have access
      to, and the ability to use, the swimming pool constructed on the TDS Remainder
      Parcel and the other Amenities pursuant to easements established by Borrower
      and
      reasonably acceptable to Lender, (d) written evidence that Lender shall have
      continued access into and across the TDS Remainder Parcel pursuant to easements
      established by Borrower and reasonably acceptable to Lender to complete the
      Project, if necessary, (e) such other documents as may be required by Lender
      in
      its reasonable discretion, and (f) written evidence that the construction
      contract submitted to Lender from Weller Pools to complete the Project is still
      in full force and effect. 


    
      
        
          


           

          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    The
      Cash
      Collateral shall be held by Lender as additional security for (1) the repayment
      of the Loan and the Costa I Loan, (2) the repayment of all obligations owed
      to
      Lender pursuant to the Loan Documents and the Costa I Loan Documents, and (3)
      the completion of the Project, and shall be disbursed to Borrowers or Costa
      I,
      as applicable, in accordance with the terms and conditions of this Section
      29
      and Section 2(e) of this Agreement and Sections 2(e) and 2(j) of the Costa
      I
      Loan Agreement, as applicable. 

     

    In
      the
      event the Cash Collateral is deposited with Lender, the Borrower and Lender
      each
      acknowledge and agree that Lender shall not be required to make any further
      Advances of the Holdback to the Borrower in connection with the Project.
      However, notwithstanding the foregoing, the Borrower shall be permitted future
      Advances of the Holdback to reimburse Borrower for construction costs incurred
      by Borrower in connection with the construction of certain infrastructure on
      the
      Mortgaged Property, as such construction is approved by Lender in its reasonable
      discretion; provided,
      however,
      that
      any future Advance of the Holdback in connection with the completion of
      infrastructure on the Mortgaged Property shall be disbursed to Borrower in
      accordance with the terms and conditions of this Section 29 and Section 2(e)
      of
      this Agreement. 

     

    Notwithstanding
      the foregoing or anything contained herein to the
      contrary, upon an Event of Default, Lender may, in its sole discretion, apply
      all or any portion of the Cash Collateral to any outstanding payment, sum or
      obligation of Borrower under the Loan Documents or the Costa I Loan Documents,
      including without limitation, the completion of the Project.” 

     

    


    
      
        
          


           

          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    7. From
      and
      after the effective date of this Amendment, the following text is hereby added
      as a new Section 4(a)(11) of the Original Security Agreement.

     

    “(11)
      any
      and all deposits (whether held in escrow or not) given to the Borrowers in
      connection with those certain Purchase Agreements for townhouses and
      condominiums on the Mortgaged Property.”

     

    8. From
      and
      after the effective date of this Amendment, Section 23(d) of the Original
      Security Agreement is deleted in its entirety.

     

    9. From
      and
      after the effective date of this Amendment, the following text is hereby added
      after the word “Mortgaged Property” in Section 2(d) of the Original Assignment
      of Licenses.

     

    “or
      in
      connection with the purchase and sale of any townhouses or condominiums to
      be
      constructed on the Mortgaged Property,”

     

    10. Integration
      of Amendment and Original Loan Agreements. 
      From and after the effective date of this Amendment, each Original Loan
      Agreement and this Amendment shall be read as one agreement.  Except as set
      forth in this Amendment, all other terms and conditions of the Original Loan
      Agreements are not being modified or amended, and shall remain in full force
      and
      effect.

     

    11. Counterparts.
      This
      Amendment may be executed in any number of counterparts, and each when so
      executed and delivered shall be an original, but all the counterparts shall
      together constitute one and the same instrument. 

     

    [Remainder
      of Page Intentionally Left Blank]

    


    
      
        
          


           

          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Parties have executed this First Amendment to Loan and Security Agreement and
      other Loan Documents as of the day and year first above written.

     

    
      	
              WITNESS:

               

               

               

               

               _______________________________

              Print
                Name:

            	
              LENDER:

               

              KENNEDY
                FUNDING, INC.,
                as Agent

               

               

               

              By:_________________________________

              Name:

              Title:

               

            
	
              WITNESS:

               

               

               

               

               

               

               

               

               

               

               

               

               

               

              /s/
                Jason Williams

              Name:
                Jason Williams

            	
              BORROWER:

               

              COSTA
                BLANCA II REAL ESTATE, LLC,
                a
                Florida limited liability company

               

              By:
                Tierra del Sol Resort (Phase 2), Ltd., a Florida limited partnership,
                its
                manager

               

              By:
                TDS Management, LLC, a Florida limited liability company, its general
                partner

               

               

               

               

               

              By:
                /s/ Malcolm J. Wright

              Name:
                Malcolm J. Wright

              Title:
                Manager

               

               

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	
              WITNESS:

               

               

               

               

               

               

               

               

               

              /s/
                Jason Williams

              Name:
                Jason Williams

            	
              BORROWER:

               

              COSTA
                BLANCA III REAL ESTATE, LLC,
                a
                Florida limited liability company

               

              By:
                Tierra del Sol Resort (Phase 2), Ltd., a Florida limited partnership,
                its
                manager

               

              By:
                TDS Management, LLC, a Florida limited liability company, its general
                partner

               

               

               

              By:
                /s/ Malcolm J. Wright

              Name:
                Malcolm J. Wright

              Title:
                Manager

               

            
	
              WITNESS:

               

               

               

               

               

               

               

               

               

               

              /s/
                Jason Williams

              Name:
                Jason Williams

            	
              BORROWER:

               

              TDS
                TOWN HOMES (PHASE 1), LLC,
                a
                Florida limited liability company

               

              By:
                Tierra del Sol Resort (Phase 1), Ltd., a Florida limited partnership,
                its
                manager

               

              By:
                TDS Management, LLC, a Florida limited liability company, its general
                partner

               

               

               

               

               

              By:
                /s/ Malcolm J. Wright

              Name:
                Malcolm J. Wright

              Title:
                Manager

               

               

               

               

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	
              WITNESS:

               

               

               

               

               

               

               

               

               

               

               

              /s/
                Jason Williams

              Name:
                Jason Williams

            	
              BORROWER:

               

              TDS
                TOWN HOMES (PHASE 2), LLC,
                a
                Florida limited liability company

               

              By:
                Tierra del Sol Resort (Phase 2), Ltd., a Florida limited partnership,
                its
                manager

               

              By:
                TDS Management, LLC, a Florida limited liability company, its general
                partner

               

               

               

              By:
                /s/ Malcolm J. Wright

              Name:
                Malcolm J. Wright

              Title:
                Manager

               

            


    

     

    
      	
              STATE
                OF NEW JERSEY

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF BERGEN

               

            	
              )

               

            


    

     

    I
      certify
      that on June ___, 2007, ____________ personally came before me and this person
      acknowledged under oath, to my satisfaction, that he:

     

    (a) executed
      the attached Loan and Security Agreement; and

     

    (b) was
      authorized to and did execute the attached Loan and Security Agreement on behalf
      of and as _______________ of Kennedy Funding, Inc., the entity named in this
      instrument, by virtue of authority granted by its bylaws and board of
      directors.

     

    
       

      
        	 	
                                             
                    

                NOTARY PUBLIC

              


      

    

    


     

    


     

    


    
      
        
          


           

          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    


     

    
      	
              STATE
                OF FLORIDA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF ORANGE

               

            	
              )

               

            


    

    


     

    I
      certify
      that on June 20th, 2007, Malcolm J. Wright came before me in person and
      stated to my satisfaction that he/she:

     

    (a) made
      the
      attached instrument; and

     

    (b) was
      authorized to and did execute this instrument on behalf of and as Manager of
      TDS
      MANAGEMENT, LLC, a Florida limited liability company, the General Partner of
      TIERRA DEL SOL RESORT (PHASE 2), LTD., a Florida limited partnership, the
      Manager of COSTA BLANCA II REAL ESTATE, LLC, a Florida limited liability company
      (the “Company”), the entity named in this instrument, as the free act and deed
      of the Company, by virtue of the authority granted by its operating agreement
      and its members.

     

     

    
      	 	
              /s/ J. K. Hudson

              NOTARY PUBLIC

            


    

    


    


    


    


    
      	 	 
	
              STATE
                OF FLORIDA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF ORANGE

               

            	
              )

               

            


    

    I
      certify
      that on June 20th, 2007, Malcolm J. Wright came before me in person and
      stated to my satisfaction that he/she:

     

    (a)
       made
      the
      attached instrument; and

     

    (b)
       was
      authorized to and did execute this instrument on behalf of and as Manager of
      TDS
      MANAGEMENT, LLC, a Florida limited liability company, the General Partner of
      TIERRA DEL SOL RESORT (PHASE 2), LTD., a Florida limited partnership, the
      Manager of COSTA BLANCA III REAL ESTATE, LLC, a Florida limited liability
      company (the “Company”), the entity named in this instrument, as the free act
      and deed of the Company, by virtue of the authority granted by its operating
      agreement and its members.

     

    
       

      
        	 	
                /s/ J. K. Hudson

                NOTARY PUBLIC

              


      

      


    

     

    


    
      
        
          


           

          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    


    


    
      	
              STATE
                OF FLORIDA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF ORANGE

               

            	
              )

               

            


    

    I
      certify
      that on June 20th, 2007, Malcolm J. Wright came before me in person and stated
      to my satisfaction that he/she:

     

    (a) made
      the
      attached instrument; and

     

    (b) was
      authorized to and did execute this instrument on behalf of and as Manager of
      TDS
      MANAGEMENT, LLC, a Florida limited liability company, the General Partner of
      TIERRA DEL SOL RESORT (PHASE 1), LTD., a Florida limited partnership, the
      Manager of TDS TOWN HOMES (PHASE 1), LLC, a Florida limited liability company
      (the “Company”), the entity named in this instrument, as the free act and deed
      of the Company, by virtue of the authority granted by its operating agreement
      and its members.

     

    
       

      
        	 	
                /s/ J. K. Hudson

                NOTARY PUBLIC

              


      

      
 

    

    
      
        
        

      

      
        11