**Exhibit 10.489**

 

**PROMISSORY NOTE**

**(“Note”)**

 
| **$15,150,000.00** | **Winter Park, Florida** |
|--------------------|--------------------------|
|               | **October 30, 2002**     |

 

**THE UNDERSIGNED**,(“Maker”), promises to pay to the order of AMSOUTH BANK, a bank organized underthe laws of Alabama, (“Payee”), whose mailing address is Post Office Box588001, Orlando, Florida 32858, the principal sum of FIFTEEN MILLION ONEHUNDRED FIFTY THOUSAND DOLLARS ($15,150,000.00), or so much thereof as may beadvanced and outstanding from time to time, with interest on the unpaidprincipal from the date of each such advance at the following rate and payablein the following manner:

 

(a)           **Definitions**.  Forthe purposes of the determination of the payment terms to be applied to thisNote, the following definitions shall apply:

 

i.              “Accelerated Maturity Date” shall mean April30, 2003.

 

ii.             “Calculation Rate” shall mean assumedinterest rate of the greater of (a) the then current interest rate applicableto this Note or (b) the yield on U.S. government securities adjusted to aconstant maturity of ten (10) years as reported or made available by theFederal Reserve in the most recently released Statistical Release H.15 or asotherwise released or reported as of the Maturity Date plus two hundred (225)basis points (two and one-quarter percent (2.25%) per annum) or 2 (c) eightpercent (8.00%) per annum.

 

iii.            “Debt Service Coverage Ratio” shall mean thatratio that actual rents to be received in accordance with signed and deliveredlease agreements with tenants and lease agreements approved by the Lender less alloperating expenses (including an appropriate capital reserve approved by theLender and adequate accruals for real estate taxes and insurance) bears to theprincipal payments due pursuant to the terms of this Note together withinterest thereon based on the Calculation Rate.

 

iv.            “Extended Maturity Date” shall mean April 30,2005.

 

v.             “Extension Notice” shall mean a writtennotice delivered to Payee whereby Maker exercises its option to extend theMaturity Date in accordance with the terms and conditions of this Note.

 

vi.            “Extension Period” shall mean the periodbeginning with the Maturity Date and ending one day prior to the ExtendedMaturity Date.

 

vii.           “Loan Documents” shall mean this Note, theMortgage securing this Note and all other loan documents as may be now orhereafter executed in connection therewith.

 

viii.          “Maturity Date” shall mean April 30, 2004.

 

ix.            “Payment Date” shall mean the 20th day ofeach month during the term of this Note.

 

x.             “Project” shall mean the property andimprovements constructed thereon encumbered by the lien of the Mortgagesecuring this Note.

 

(b)           The interest rate shall be a variable rateequal to two hundred fifty (250) basis points (two and one-half percent (2.50%)per annum) in excess of the LIBOR Base Rate (the “Stated Rate”).  As used herein, the “LIBOR Base Rate” shallmean the average

 

----

 

offeredrate in the London interbank market for deposits in U.S. dollars for a one (1)month period (or if the reporting source utilized by Payee shall report theLIBOR Base Rate in daily rather than monthly increments, shall mean a thirty(30) day period) as published in the Wall Street Journal or such othercomparable financial information reporting service used by the Payee at thetime such rate is determined. The interest rate shall be adjusted prospectivelyon each Payment Date, as hereinafter defined, utilizing the LIBOR Base Rate oneach such Payment Date.

 

(c)           Interest on this Note, as calculated above inparagraph (b), shall be payable monthly in arrears on each Payment Date duringthe term of this Note commencing with the first Payment Date following the dateof this Note.

 

(d)           The entire unpaid principal balance, togetherwith accrued interest, shall be due and payable on or before the Maturity Date.

 

(e)           Notwithstanding the terms of paragraph (d)above, unless Maker shall have satisfied each and every term and condition setforth in Section 7.8 of the Construction and Loan Agreement governing the Projectof even date herewith executed by the Maker and the Payee, the Payee shall havethe option, to be exercised or not exercised in Payee’s sole and absolutediscretion, to declare the entire unpaid principal balance, together withaccrued interest immediately due and payable at any time on or after theAccelerated Maturity Date.

 

(f)            Further notwithstanding the terms ofparagraph (d) above the provided the Payee shall not have exercised its optionset forth in paragraph (e) above, the Maker shall have the option to extend theterm of this Note from the Maturity Date to the Extended Maturity Date providedthat Maker shall have satisfied the following terms and conditions:

 

i.              Maker shall have delivered to Payee anExtension Notice requesting the extension of the Maturity Date (aa) not laterthan thirty (30) days prior to the Maturity Date and (bb) not earlier thansixty (60) days prior to the Maturity Date; and

 

ii.             Maker shall have paid to Payee an extensionfee of one-quarter of one percent (.25%) of the outstanding disbursed andundisbursed principal balance of this Note.

 

iii.            At the time of delivery of the ExtensionNotice there is no outstanding uncured event of default in this Note or any ofthe Loan Documents; and

 

iv.            With the exception of interest reserve, Makeris eligible for the final advance of funds pursuant to the Loan Documents; and

 

v.             There exists no unsatisfied claim of lien inconnection with the Project; and

 

vi.            The Project is projected to maintain a DebtService Coverage Ratio of no less than 1.25:1.00 for the twelve (12) monthperiod following the Maturity Date as determined by Payee in Payee’s solediscretion.

 

vii.           Payee has been provided and has approved theupdated financial statements of Robert M. Renfro, Mary Renfro and Ernest C.Euler, current as of no more than sixty (60) days prior to the Maturity Dateand demonstrating no adverse change to the financial condition of suchindividuals.

 

Providedthat Maker shall have timely and properly delivered the Extension Notice andthe foregoing terms and conditions are satisfied, then during the Extension Period,interest on

 

2

----

 

thisNote and principal shall be paid in accordance with the following paragraphs(g), (h) and (i):

 

(g)           Interest on this Note, as calculated above inparagraph (b), shall be continue to be payable monthly in arrears on eachPayment Date commencing with the Maturity Date.

 

(h)           Principal shall be paid in consecutivemonthly installments of FIFTY THOUSAND FIVE HUNDRED and NO/100 DOLLARS($50,500.00) on each Payment Date commencing with the Maturity Date.

 

(i)            The entire unpaid principal balance, togetherwith accrued interest, shall be due and payable on or before the ExtendedMaturity Date.

 

**Default Rate****.**  Afterthe occurrence of an Event of Default, as hereinafter defined or after maturity,this Note and all sums due hereunder shall bear interest at the maximumallowable rate permitted by law (“Penalty Rate”) from the date of default ormaturity until paid.

 

**Interest Basis****.**  **Interestshall be calculated on the basis of a three hundred sixty (360) day year foractual days elapsed.**

 

**Interest Parity****.**  This loan evidenced by this Note is being madepursuant to the rate provisions of Chapters 665 and 687 of the FloridaStatutes.

 

**Late Charge****.**  TheMaker agrees to pay to Payee, on demand, a late charge equal to 5% of anyinstallment that is not paid within 15 days after it is due and 5% of the interestportion of the payment due upon the final maturity date of this note if thatpayment is not paid within 15 days after it is due. This provision shall not bedeemed to excuse a late payment or be deemed a waiver of any other right Payeemay have, including, without limitation, the right to declare the entire unpaidprincipal and interest immediately due an payable.

 

**Prepayment****.**  TheMaker shall have the privilege of prepaying this Note in part or in full,without penalty, at any time, and any prepayment shall be applied to theinstallment or installments of principal last maturing. No partial prepaymentshall excuse or defer Maker’s subsequent payment obligations.

 

**Security****.**  ThisNote is secured by, among other things, a Mortgage (the “Mortgage”) upon realproperty (the “Property”) in Brevard County, Florida. This Note, the Mortgageand other loan documents as may be now or hereafter executed in connectiontherewith (“Loan Document(s)”) shall together evidence the debt and constitutethe security for the Note.

 

**Application of Payments****.**  All payments made on the indebtednessevidenced by this Note shall be applied first to repayment of monies paid or advancedby Payee on behalf of the Maker in accordance with the terms of the LoanDocuments, and thereafter shall be applied to payment of accrued interest, andlastly to payments of principal in the inverse order of their maturity. Nopartial prepayment of principal will have the effect of postponing, satisfying,reducing or otherwise affecting any scheduled installment before this Note ispaid in full.

 

**Place and Manner of Payment****.**  All payments of interest and principal arepayable in lawful money of the United States of America in cash or immediatelyavailable funds, at the Payee’s office at which the payment is made, or at suchother place as the Payee may designate in writing. At its option, the Payee mayelect to give the Maker credit for any payment made by check or otherinstrument in accordance with the Payee’s availability schedule in effect fromtime to time for such items and instruments, which the Payee will makeavailable to the Maker on request.

 

**Events of Default****.**  Maker shall be in default in this Note uponthe occurrence of any of the following events, circumstances or conditions(each an “Event of Default”):

 

3

----

 

(a)           Maker’s failure to make any payment of any sumdue hereunder on or before the due date thereof without further notice ordemand, or to make any other payment due, in accordance with its terms, by theMaker to the Payee under any other promissory note or under any securityagreement or other written obligation of any kind now existing or hereinaftercreated.

 

(b)           The existence of a default or breach of anyof the terms of this Note or any other Loan Document that is not cured withinany applicable grace and/or cure period without further notice or demand.

 

**Remedies after Default****.**  At the option of Payee, all or any part ofthe principal and accrued interest on the Note, and all other obligations ofthe Maker to the Payee shall become immediately due and payable withoutadditional notice or demand, upon the occurrence of an Event of Default or atany time thereafter. Payee may exercise all rights and remedies provided bylaw, equity, this Note or any other Loan Document or any other obligation ofthe Maker to the Payee. All rights and remedies as set forth in the LoanDocuments are cumulative and concurrent and may be pursued singularly,successively or together, at the sole discretion of Payee, and may be exercisedas often as occasion therefore shall arise. Such remedies are not exclusive,and Payee is entitled to all remedies provided at law or equity, whether or notexpressly set forth therein. No act, or omission or commission or waiver ofPayee, including specifically any failure to exercise any right, remedy orrecourse, shall be effective unless set forth in a written document executed byPayee and then only to the extent specifically recited therein. A waiver orrelease with reference to one event shall not be construed as continuing, as abar to, or as a waiver or release of, any subsequent right, remedy or recourseas to any subsequent event, nor shall any single or partial exercise thereofpreclude any other or further exercise or the exercise of any other right,remedy or recourse. No notice to or demand on any party liable for the paymentof this Note in any case shall entitle any such party to any other or furthernotice or demand in the same, similar or other circumstances.

 

**Right of Set-off****.**  Neither the Maker, any co-signer, endorser,surety nor guarantor shall have any right of set-off against the Payee underthis Note or under any Loan Document executed in connection with the loanevidenced by this Note. In addition to the remedies provided for herein, theMaker, each co-signer, endorser, surety or guarantor grants to the Payee asecurity interest in any funds or other assets from time to time on depositwith or in possession of the Payee, and the Payee may, at any time set-off theindebtedness evidenced by this Note against any such funds or other assets,including but not limited to, all money owed by Payee to Maker, each co-signer,endorser, surety or guarantor whether or not due. Maker, each co-signer,endorser, surety or guarantor acknowledge and agree that Payee may exercise itsright of set-off to pay all or any part of the outstanding principal balanceand accrued interest owed on this Note or on any other obligation of the Makerto the Payee against any obligation Payee may have, now or hereafter, to paymoney to Maker, each co-signer, endorser, surety or guarantor. This right ofset-off includes, but is not limited to, the following:

 

(a)           Any deposit, account balance, securitiesaccount balance or certificate of deposit balance Maker has with Payee whetherspecial, general, time, savings, checking or NOW account; and

 

(b)           Any money owing to Maker on an item presentedto Payee or in Payee’s possession for collection or exchange; and

 

(c)           Any repurchase agreement or any othernon-deposit obligation or any credit in favor of Maker.

 

Ifany such money is also owned by some other person who has not agreed to paythis Note (such as another depositor on a joint account), Payee’s right ofset-off will extend to the amount which could be withdrawn or paid directly toMaker on Maker’s request, endorsement or instruction alone. In addition, (whereMaker may obtain payment from Payee only with the endorsement or consent ofsomeone who has not agreed to pay this Note), Payee’s right of set-off willextend to Maker’s interest in the obligation. Payee’s right of set-off will notapply to any account if it clearly appears that Maker’s rights in the accountare solely as a fiduciary for another, such as security deposits that areproperty of others but held by Maker in an account appropriately identified, orto any account.

 

4

----

 

whichby its nature and applicable law (for example an IRA or other tax deferredretirement account), must be exempt from the claims of creditors.  Maker hereby appoints Payee as itsattorney-in-fact and authorizes Payee to redeem or obtain payment on anycertificate of deposit in which Maker has an interest in order to exercisePayee’s right of set-off. Such authorization applies to any certificate ofdeposit even if not matured. Maker further authorizes Payee to assess andwithhold any early withdrawal penalty without liability against Payee in the eventsuch penalty is applicable as a result of Payee’s set-off against a certificateof deposit prior to its maturity.

 

Payee’sright of set-off may be exercised upon an Event of Default:

 

(a)           Without prior demand or notice; and

 

(b)           Without regard to the existence or value ofany collateral securing this Note; and

 

(c)           Without regard to the number orcreditworthiness of any other persons who have agreed to pay this Note.

 

Payeewill not be liable for dishonor of a check or other request for payment wherethere is insufficient funds in the account (or other obligation) to pay suchrequest because of Payee’s exercise of its right of set-off. Maker agrees toindemnify and hold Payee harmless from any person’s claims, arising as theresult of Payee’s right of set-off and the costs and expenses, includingwithout limitation, attorneys’ fees.

 

TheMaker understands that the Payee may from time to time enter into aparticipation agreement or agreements with one or more participants pursuant towhich such participant or participants shall be given participations in theloan evidenced by this Note and that such participants may from time to timesimilarly grant to other participants sub-participations in the loan evidencedby this Note. The Maker agrees that any participant and any sub-participant mayexercise any and all rights of banker’s lien or set-off, whether arising byoperation of law or given to Payee by the provisions of this Note, with respectto the Maker as fully as if such participant or sub-participant had made theloan directly to the Maker. For the purposes of the paragraph only, the Makershall be deemed to be directly obligated to each participant or sub-participantin the amount of its participating interest in the principal of, and theinterest on, the loan evidenced by this Note.

 

**Taxes****.**  Allparties liable for the payment of this Note agree to pay all documentary stamptax, nonrecurring intangible tax, and all interest and penalties, if any, onthis Note and advances hereunder and on any instrument securing the foregoingor any guaranty thereof.

 

**Collection Expenses****.**  All parties liable for the payment of theNote agree to pay the Payee all costs incurred by the Payee, whether or not anaction be brought, in collecting the sums due under the Note, enforcing theperformance and/or protecting its rights under the Loan Documents and inrealizing on any of the security for the Note. Such costs and expenses shallinclude, but are not limited to, filing fees, costs of publication, depositionfees, stenographer fees, witness fees and other court and related costs. Sumsadvanced by the Payee for the payment of collection costs and expenses shallaccrue interest at the Penalty Rate, from the time they are advanced or paid bythe Payee, and shall be due and payable upon payment by Payee without notice ordemand and shall be secured by the lien of the Mortgage.

 

**Attorneys’ Fees****.**  All parties liable for the payment of theNote agree to pay the Payee reasonable attorneys’ fees incurred by the Payee,whether or not an action be brought, in collecting the sums due under the Note,enforcing the performance and/or protecting its rights under the Loan Documentsand in realizing on any of the security for the Note. Such reasonable attorneys’fees shall include, but not be limited to, fees for attorneys, paralegals,legal assistants, and expenses incurred in any and all judicial, bankruptcy,reorganization, administrative, receivership, or other proceedings effectingcreditor’s rights and involving a claim under the Note or any Loan Document,which such proceedings may arise before or after entry of a final judgment.Such fees shall be paid regardless whether suit is brought and shall includeall fees incurred by Payee at all trial and appellate levels includingbankruptcy court. Sums advanced by the Payee for the payment of attorneys’ feesshall

 

5

----

 

accrueinterest at the Penalty Rate, from the time they are advanced by the Payee, andshall be due and payable upon payment by Payee without notice or demand andshall be secured by the lien of the Mortgage.

 

**Waiver and Consent****.**  By the making, signing, endorsement orguaranty of this Note:

 

(a)           Maker and each co-signer, endorser, surety orguarantor waive demand, presentment, protest, notice of protest, notice ofdishonor, suit against any party and all of the requirements necessary to holdany maker, co-signer, endorser, surety or guarantor liable;

 

(b)           Each co-signer, endorser, surety or guarantorconsents to any renewals or extensions of time for payment on this Note;

 

(c)           Maker and each co-signer, endorser, surety orguarantor consents to Payee’s release of, agreement not sue, suspension of theright to enforce this instrument against and discharge or compromise of anyobligation of any co-signer, endorser, surety or guarantor, all without noticeto or further reservations of rights against any of such parties, and allwithout in any way affecting or releasing the liability of any of such parties;

 

(d)           Maker and each co-signer, endorser, surety orguarantor waive and consent to the release, substitution, impairment, exchangeand other dealing in any manner with all or any portion of any collateralsecuring this Note and any right of set-off that may now or hereafter securethis Note, all without notice to or further reservations of rights against anyof such parties, and all without in any way affecting or releasing theliability of any of such parties, even though such release, substitution,impairment, exchange or other dealing may in any manner and to any extentimpair any such collateral, lien or right of set-off;

 

(e)           Each co-signer, endorser, surety or guarantorconsents to any modification of the terms of this Note or any other LoanDocument;

 

(f)            Maker and each co-signer, endorser, surety orguarantor consent to any and all sales, repurchases, participations andsub-participations of this Note to or by any person or entity in any amountsand waive notice of such sales, repurchases, participations andsub-participations of this Note;

 

(g)           Maker and each co-signer, endorser, surety orguarantor consent to Payee’s right of set-off as well as any participant’s orsub-participant’s right of set-off.

 

**Usury Limitation****.**  The parties agree and intend to comply withthe applicable usury law, and notwithstanding anything contained herein or inany of the Loan Documents, or other document related to the loan evidenced bythis Note, the effective rate of interest to be paid on this Note (includingall costs, charges and fees which are characterized as interest underapplicable law) shall not exceed the maximum contract rate of interestpermitted under applicable law, as it exists from time to time. Payee agreesnot to knowingly collect or charge interest (whether denominated as fees,interest or other charges) which will render the interest rate hereunderusurious, and if any payment of interest or fees by Maker to Payee would renderthis Note usurious, Maker agrees to give Payee written notice of such fact withor in advance of such payment. If Payee should receive any payment whichconstitutes interest under applicable law in excess of the maximum lawfulcontract rate permitted under applicable law (whether denominated as interest,fees or other charges), the amount of interest received in excess of themaximum lawful rate shall automatically be applied to reduce the principalbalance, regardless of how such sum is characterized or recorded by theparties.

 

**Joint and Several****.**  The obligations of this Note shall be jointand several.

 

**No Obligation to Extend****.**  On Maturity Date, or, if Maker shall havesatisfied the conditions for extension of the term of this Note to the ExtendedMaturity Date, on Extended Maturity Date, Maker must repay the entire principalbalance of this Note and unpaid interest then due. The Payee is under noobligation to refinance the Note at that time. Maker will therefore be requiredto make

 

6

----

 

paymentout of other assets Maker may own, or Maker will have to find a lender willingto lend the money at prevailing market rates, which may be considerably higherthan the interest rate on this Note.

 

**Disclaimer of Relationship****.**  The Maker and all co-signers, endorsers,sureties and guarantors, if any, to this obligation acknowledge that:

 

(a)           The relationship between the Payee, Maker andany co-signer, endorser, surety or guarantor is one of creditor and debtor andnot one of partner or joint venturer;

 

(b)           There exists no confidential or fiduciary relationshipbetween Payee and Maker and any co-signer, endorser, surety or guarantorimposing a duty of disclosure upon the Payee; and

 

(c)           The Maker and any co-signer, endorser, suretyor guarantor have not relied on any representation of the Payee regarding themerits of the use of proceeds of the loan. Maker and any co-signer, endorser,surety or guarantor waive any and all claims and causes of action which existnow or may exist in the future arising out of any breach or alleged breach of aduty on the part of the Payee to disclose any facts material to this loantransaction and the use of the proceeds.

 

**Choice of Law and Venue****.**  This Note shall be governed by the Laws ofthe State of Florida, and the United States of America, whichever the contextmay require or permit. The Maker and all guarantors, if any, to this obligationexpressly agree that proper venue for any action which may be brought underthis Note in addition to any other venue permitted by law shall be any countyin which property encumbered by the Mortgage is located as well as OrangeCounty, Florida. Should Payee institute any action under this Note, the Makerand all guarantors, if any, hereby submit themselves to the jurisdiction of anycourt sitting in Florida.

 

**Severability****.**  Ifany provision of this Note shall be held unenforceable or void, then suchprovision shall be deemed severable from the remaining provisions and shall inno way affect the enforceability of the remaining provisions nor the validityof this Note.

 

**Maker and Payee Defined****.**  The term “**Maker**”includes each and every person or entity signing this Note and any co-signers,guarantors, their successors and assigns; provided, however, that no partyliable hereunder may assign or transfer his, her or its obligation hereunderwithout the written consent of the Payee. The term “Payee” shall include thePayee and any transferee and assignee of Payee or other holder of this Note.

 

**Captions and Pronouns****.** The captions and headings of the varioussections of this Note are for convenience only, and are not to be construed asconfining or limiting in any way the scope or intent of the provisions hereof.Whenever the context requires or permits, the singular shall include theplural, the plural shall include the singular, and the masculine, feminine andneuter shall be freely interchangeable.

 

**Receipt of Copy****.**  By signing this Note, Maker acknowledges thatit was read by Maker prior to execution and a copy was received by Maker.

 

**Time of the Essence****.**  Time is of the essence with respect to eachprovision in this Note where a time or date for performance is stated. All timeperiods or dates for performance stated in this Note are material provisions ofthis Note.

 

**Documentary Stamps****.**  Florida Documentary stamp tax as required byChapter 201 of the Florida Statutes in the amount required by Florida law havebeen paid and are affixed to the original Mortgage and Security Agreement, ofeven date herewith, which secures this Note.

 

**Waiver of Trial by Jury****.**  The Maker hereby, and the Payee by itsacceptance of this Note, knowingly, voluntarily and intentionally waive theright either may have to a trial by

 

7

----

 

juryin respect to any litigation arising out of, under, or in connection with thisNote and all Loan Documents and other agreements executed or contemplated to beexecuted in connection herewith, or arising out of, under, or in connectionwith any course of conduct, course of dealing, statements (whether verbal orwritten) or action of either party, whether in connection with the making ofthe loan, collection of the loan, or otherwise. This provision is a materialinducement for the Payee making the loan evidenced by this Note.

 

**IN WITNESS WHEREOF**, Maker has executed and delivered this instrument this day and yearfirst above written.

 
|   | **WICKHAM  & 95 CORP., a Florida corporation**       |
|--------|----------------------------------------------------------|
|   | ** **                                               |
|   |                                                     |
|   | **By:**                                                  |  /s/ Ernie Euler |
|   | **ERNIE EULER, President**                               |
|   |                                                     |
|   |                                                     |
|   | **LOT  90, L.L.C., a Florida limited liability company** |
|   | ** **                                               |
|   |                                                     |
|   | **By:**                                                  |  /s/ Ernest C. Euler |
|   | **ERNEST C. EULER, Manager**                             |
|   |                                                     |
|   |                                                     |
|   | **LOT  91, L.L.C., a Florida limited liability company** |
|   |                                                     |
|   |                                                     |
|   | **By:**                                                  |  /s/ Ernest C. Euler |
|   | **ERNEST C. EULER, Manager**                             |

 

**STATEOF FLORIDA**

** **

**COUNTYOF ORANGE**

 

Theforegoing instrument was acknowledged before me this 30th day of October, 2002,by ERNEST C. EULER a/k/a ERNIE EULER, as President of WICKHAM & 95CORP., a Florida corporation on behalf of the corporation, as Manager of LOT90, L.L.C., a Florida limited liability company, on behalf of the company andas Manager of LOT 91, L.L.C., a Florida limited liability company, on behalf ofthe company. He is personally known to me or has produced Florida's driver’slicense as identification.

 
|                                               |             | /s/ Gregory L. Holzhauer    |
|----------------------------------------------------|------------------|-----------------------------|
| FLORIDA DOCUMENTARY STAMPS REQUIRED TO BE  PAID ON |             | **Notary  Public**          |
| THE INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN  PAID  |             | **Print  Name:**            |   |
| AND AFFIXED TO THE ORIGINAL MORTGAGE               |             | **My  Commission Expires:** |
| DATED                                              |   10-30-02. |                        |   |
|                                               |             |                        |   |
|                                               |             | [SEAL]                      | GREGORY L HOLZHAUER |
|                                               |             |                        | MY COMMISSION # DC 839816 |
|                                               |             |                        | EXPIRES: August [ILLEGIBLE] |
|                                               |             |                        | [ILLEGIBLE] |
|                                                    |                  |                             |  |  |  |

 

8

----

 
|   | Borrower  Name: | Wickham  & 95 Corp. |
|--------|-----------------|-------------------------|
|   |            | Lot  90, L.L.C.         |
|   |            | Lot  91, L.L.C.         |
|   | Project  Name:  | Shoppes  at Lake Andrew |
|   |            | Viera,  Florida         |

 

**ALLONGE**

 

Attachedto that certain Promissory Note dated October 30, 2002 from **WICKHAM & 95 CORP.,** a Florida corporation, LOT 90,L.L.C., a Florida limited liability company and LOT 91, L.L.C., a Floridalimited liability company to **AMSOUTH BANK,** abank organized under the laws of Alabama, in the original stated principalamount of FIFTEEN MILLION ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS($15,150,000.00).

 

Payto the order of **NATIONWIDE LIFE INSURANCE COMPANY,**an Ohio corporation, without recourse.

 

Date:February 24, 2004

 
| ** ** | **AMSOUTH  BANK,**a bank  organized |
|------------|-------------------------------------|
| ** ** | under  the laws of Alabama          |
|       |                                |
|       | By:                                 | /s/ [ILLEGIBLE] |
|       |                                |
|       | Name:                               | [ILLEGIBLE] |
|       |                                |
|       | Its:                                | Vice President |
|       |                                |
|       | (CORPORATE SEAL)                    |
|            |                                     |  |  |  |

 

----