**Exhibit 10.1**

**BUSINESS LOAN AGREEMENT**
| **Principal   $1,200,000.00**                                                                                                                                                                                                                    | **Loan  Date   04-10-2007** | **Maturity    04-10-2010** | **Loan No    7000407.** | **Call /  Coll** | **Account** | **Officer    KJM** | **Initials** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|----------------------------|-------------------------|------------------|-------------|--------------------|--------------|
| References in  the shaded area are for Lender’s use only and do not limit the applicability  of this document to any particular loan or item.   Any item above containing “***” has been omitted due to text length  limitations. |

 
| **Borrower:** | ** ** | **GTA-IB, LLC; GTA-IB Golf Resort, LLC; and GTA-IB    Condominium, LLC   701 Brickell Avenue, Suite 3000   Miami, FL 33131** | ** ** | **Lender:** | ** ** | **Patriot Bank   1815 Little Road   Trinity, FL 34655** |
|---------------|------------|------------------------------------------------------------------------------------------------------------------------------|------------|-------------|------------|---------------------------------------------------------|

 

**THIS BUSINESS LOAN AGREEMENT dated April 10, 2007, ismade and executed between GTA-IB, LLC; GTA-IB Golf Resort, LLC; and GTA-IBCondominium, LLC (“Borrower”) and Patriot Bank (“Lender”) on the followingterms and conditions.  Borrower hasreceived prior commercial loans from Lender or has applied to Lender for acommercial loan or loans or other financial accommodations, including those whichmay be described on any exhibit or schedule attached to this Agreement (“Loan”).  Borrower understands and agrees that:  (A) in granting, renewing, or extendingany Loan, Lender is relying upon Borrower’s representations, warranties, andagreements as set forth in this Agreement; (B) the granting, renewing, orextending of any Loan by Lender at all times shall be subject to Lender’s solejudgment and discretion; and (C) all such Loans shall be and remainsubject to the terms and conditions of this Agreement.**

**TERM.**  This Agreement shall be effective as ofApril 10, 2007, and shall continue in full force and effect until suchtime as all of Borrower’s Loans in favor of Lender have been paid in full,including principal, interest, costs, expenses, attorneys’ fees, and other feesand charges, or until such time as the parties may agree in writing toterminate this Agreement.

**CONDITIONS PRECEDENT TO EACH ADVANCE.**  Lender’sobligation to make the initial Advance and each subsequent Advance under thisAgreement shall be subject to the fulfillment to Lender’s satisfaction of ailof the conditions set forth in this Agreement and in the Related Documents.

**Loan Documents.**  Borrower shall provide to Lender thefollowing documents for the Loan: (1) the Note; (2) Security Agreements granting to Lendersecurity interests in the Collateral; (3) financing statements and allother documents perfecting Lender’s Security Interests; (4) evidence ofinsurance as required below; (5) together with all such Related Documentsas Lender may require for the Loan; all in form and substance satisfactory toLender and Lender’s counsel.

**Borrower’s Authorization.**  Borrower shall have provided in form andsubstance satisfactory to Lender properly certified resolutions, dulyauthorizing the execution and delivery of this Agreement, the Note and theRelated Documents.  In addition, Borrowershall have provided such other resolutions, authorizations, documents andinstruments as Lender or its counsel, may require.

**Payment of Fees and Expenses.**  Borrower shall have paid to Lender all fees,charges, and other expenses which are then due and payable as specified in thisAgreement or any Related Document.

**Representations and Warranties.**  The representations and warranties set forthin this Agreement, in the Related Documents, and in any document or certificatedelivered to Lender under this Agreement are true and correct.

**No Event of Default.**  There shall not exist at the time of anyAdvance a condition which would constitute an Event of Default under thisAgreement or under any Related Document.

**MULTIPLEBORROWERS.**  ThisAgreement has been executed by multiple obligors who are referred to in thisAgreement individually, collectively and interchangeably as “Borrower.”  Unless specifically stated to the contrary,the word “Borrower” as used in this Agreement, including without limitation allrepresentations, warranties and covenants, shall include all Borrowers.  Borrower understands and agrees that, with orwithout notice to any one Borrower, Lender may (A) make one or moreadditional secured or unsecured loans or otherwise extend additional creditwith respect to any other Borrower; (B) with respect to any other Borroweralter, compromise, renew, extend, accelerate, or otherwise change one or moretimes the time for payment or other terms of any indebtedness, includingincreases and decreases of the rate of interest on the indebtedness;(C) exchange, enforce, waive, subordinate, fail or decide not to perfect,and release any security, with or without the substitution of new collateral;(D) release, substitute, agree not to sue, or deal with any one or more ofBorrower’s or any other Borrower’s sureties, endorsers, or other guarantors onany terms or in any manner Lender may choose; (E) determine how, when andwhat application of payments and credits shall be made on any indebtedness;(F) apply such security and direct the order or manner of sale of anyCollateral, including without limitation, any non-judicial sale permitted bythe terms of the controlling security agreement or deed of trust, as Lender inits discretion may determine; (G) sell, transfer, assign or grantparticipations in all or any part of the Loan; (H) exercise or refrainfrom exercising any rights against Borrower or others, or otherwise act orrefrain from acting; (I) settle or compromise any indebtedness; and(J) subordinate the payment of all or any part of any of Borrower’sindebtedness to Lender to the payment of any liabilities which may be dueLender or others.

**REPRESENTATIONSAND WARRANTIES.** Borrower represents and warrants to Lender, as of the date of thisAgreement, as of the date of each disbursement of loan proceeds, as of the dateof any renewal, extension or modification of any Loan, and at all times anyindebtedness exists:

**Organization.**  GTA-IB, LLC is a limited liability companywhich is, and at all times shall be, duly organized, validly existing, and ingood standing under and by virtue of the laws of the State of Florida.  GTA-IB, LLC is duly authorized to transact businessin all other states in which GTA-IB, LLC is doing business, having obtained allnecessary filings, governmental licenses and approvals for each state in whichGTA-IB, LLC is doing business. Specifically, GTA-IB, LLC is, and at all times shall be, duly qualifiedas a foreign limited liability company in all states in which the failure to soqualify would have a material adverse effect on its business or financialcondition.  GTA-IB, LLC has the fullpower and authority to own its properties and to transact the business in whichit is presently engaged or presently proposes to engage.  GTA-IB, LLC maintains an office at701 Brickell Avenue, Suite 3000, Miami, FL 33131.  Unless GTA-IB, LLC has designated otherwisein writing, the principal office is the office at which GTA-IB, LLC keeps itsbooks and records including its records concerning the Collateral.  GTA-IB, LLC will notify Lender prior to anychange in the location of GTA-IB, LLC’s state of organization or any change inGTA-IB, LLC’s name.  GTA-IB, LLC shall doall things necessary to preserve and to keep in full force and effect itsexistence, rights and privileges, and shall comply with all regulations, rules,ordinances, statutes, orders and decrees of any governmental orquasi-governmental authority or court applicable to GTA-IB, LLC and GTA-IB, LLC’sbusiness activities.

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GTA-IB Golf Resort, LLC is a limited liability company which is, and atall times shall be, duly organized, validly existing, and in good standingunder and by virtue of the laws of the State of Florida.  GTA-IB Golf Resort, LLC is duly authorized totransact business in all other states in which GTA-IB Golf Resort, LLC is doingbusiness, having obtained all necessary filings, governmental licenses andapprovals for each state in which GTA-IB Golf Resort, LLC is doing business.  Specifically, GTA-IB Golf Resort, LLC is, andat all times shall be, duly qualified as a foreign limited liability company inall states in which the failure to so qualify would have a material adverseeffect on its business or financial condition. GTA-IB Golf Resort, LLC has the full power and authority to own itsproperties and to transact the business in which it is presently engaged orpresently proposes to engage.  GTA-IBGolf Resort, LLC maintains an office at 701 Brickell Avenue, Suite 3000,Miami, FL 33131.  Unless GTA-IB GolfResort, LLC has designated otherwise in writing, the principal office is theoffice at which GTA-IB Golf Resort, LLC keeps its books and records includingits records concerning the Collateral. GTA-IB Golf Resort, LLC will notify Lender prior to any change in thelocation of GTA-IB Golf Resort, LLC’s state of organization or any change inGTA-IB Golf Resort, LLC’s name, GTA-IB Golf Resort, LLC shall do all thingsnecessary to preserve and to keep in full force and effect its existence,rights and privileges, and shall comply with all regulations, rules,ordinances, statutes, orders and decrees of any governmental orquasi-governmental authority or court applicable to GTA-IB Golf Resort, LLC andGTA-IB Golf Resort, LLC’s business activities.

GTA-IB Condominium, LLC is a limited liability company which is, and atall times shall be, duly organized, validly existing, and in good standingunder and by virtue of the laws of the State of Florida.  GTA-IB Condominium, LLC is duly authorized totransact business in all other states in which GTA-IB Condominium, LLC is doingbusiness, having obtained all necessary filings, governmental licenses andapprovals for each state in which GTA-IB Condominium, LLC is doingbusiness.  Specifically, GTA-IBCondominium, LLC is, and at all times shall be, duly qualified as a foreignlimited liability company in all states in which the failure to so qualifywould have a material adverse effect on its business or financialcondition.  GTA-IB Condominium, LLC hasthe full power and authority to own its properties and to transact the businessin which it is presently engaged or presently proposes to engage.  GTA-IB Condominium, LLC maintains an officeat 701 Brickell Avenue, Suite 3000, Miami, FL 33131.  Unless GTA-IB Condominium, LLC has designatedotherwise in writing, the principal office is the office at which GTA-IBCondominium, LLC keeps its books and records including its records concerningthe Collateral.  GTA-IB Condominium, LLCwill notify Lender prior to any change in the location of GTA-IB Condominium,LLC’s state of organization or any change in GTA-IB Condominium, LLC’sname.  GTA-IB Condominium, LLC shall doall things necessary to preserve and to keep in full force and effect itsexistence, rights and privileges, and shall comply with all regulations, rules,ordinances, statutes, orders and decrees of any governmental orquasi-governmental authority or court applicable to GTA-IB Condominium, LLC andGTA-IB Condominium, LLC’s business activities.

**Assumed Business Names.**  Borrower has filed or recorded all documentsor filings required by law relating to all assumed business names used byBorrower.  Excluding the name ofBorrower, the following is a complete list of all assumed business names underwhich Borrower does business:  **None.**

**Authorization.**  Borrower’s execution, delivery, andperformance of this Agreement and all the Related Documents have been dulyauthorized by all necessary action by Borrower and do not conflict with, resultin a violation of, or constitute a default under (1) any provision of(a) Borrower’s articles of organization or membership agreements, or(b) any agreement or other instrument binding upon Borrower or(2) any law, governmental regulation, court decree, or order applicable toBorrower or to Borrower’s properties.

**Financial Information.**  Each of Borrower’s financial statementssupplied to Lender truly and completely disclosed Borrower’s financialcondition as of the date of the statement, and there has been no materialadverse change in Borrower’s financial condition subsequent to the date of themost recent financial statement supplied to Lender.  Borrower has no material contingentobligations except as disclosed in such financial statements.

**Legal Effect.**  This Agreement constitutes, and any instrumentor agreement Borrower is required to give under this Agreement when deliveredwill constitute legal, valid, and binding obligations of Borrower enforceableagainst Borrower in accordance with their respective terms.

**Properties.**  Except as contemplated by this Agreement oras previously disclosed in Borrower’s financial statements or in writing toLender and as accepted by Lender, and except for property tax liens for taxesnot presently due and payable, Borrower owns and has good title to all of Borrower’sproperties free and clear of all Security Interests, and has not executed anysecurity documents or financing statements relating to such properties.  All of Borrower’s properties are titled inBorrower’s legal name, and Borrower has not used or filed a financing statementunder any other name for at least the last five (5) years.

**Hazardous Substances.**  Except as disclosed to and acknowledged byLender in writing, Borrower represents and warrants that:  (1) During the period of Borrower’sownership of the Collateral, there has been no use, generation, manufacture,storage, treatment, disposal, release or threatened release of any HazardousSubstance by any person on, under, about or from any of the Collateral.  (2) Borrower has no knowledge of, or reasonto believe that there has been (a) any breach or violation of anyEnvironmental Laws; (b) any use, generation, manufacture, storage,treatment, disposal, release or threatened release of any Hazardous Substanceon, under, about or from the Collateral by any prior owners or occupants of anyof the Collateral; or (c) any actual or threatened litigation or claims ofany kind by any person relating to such matters.  (3) Neither Borrower nor any tenant, contractor,agent or other authorized user of any of the Collateral shall use, generate,manufacture, store, treat, dispose of or release any Hazardous Substance on,under, about or from any of the Collateral; and any such activity shall beconducted in compliance with all applicable federal, state, and local laws,regulations, and ordinances, including without limitation all EnvironmentalLaws.  Borrower authorizes Lender and itsagents to enter upon the Collateral to make such inspections and tests asLender may deem appropriate to determine compliance of the Collateral with thissection of the Agreement.  Anyinspections or tests made by Lender shall be at Borrower’s expense and forLender’s purposes only and shall not be construed to create any responsibilityor liability on the part of Lender to Borrower or to any other person.  The representations and warranties containedherein are based on Borrower’s due diligence in investigating the Collateralfor hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims againstLender for indemnity or contribution in the event Borrower becomes liable forcleanup or other costs under any such laws, and (2) agrees to indemnify,defend, and hold harmless Lender against any and all claims, losses,liabilities, damages, penalties, and expenses which Lender may directly orindirectly sustain or suffer resulting from a breach of this section of theAgreement or as a consequence of any use, generation, manufacture, storage,disposal, release or threatened release of a hazardous waste or substance onthe Collateral.  The provisions of thissection of the Agreement, including the obligation to indemnify and defend,shall survive the payment of the indebtedness and the termination, expirationor satisfaction of this Agreement and shall not be affected by Lender’sacquisition of any interest in any of the Collateral, whether by foreclosure orotherwise.

**Litigation and Claims.**  No litigation, claim, investigation,administrative proceeding or similar action (including those for unpaid taxes)against Borrower is pending or threatened, and no other event has occurredwhich may materially adversely affect Borrower’s financial condition orproperties, other than litigation, claims, or other events, if any, that havebeen disclosed to and acknowledged by Lender in writing.

**Taxes.**  To the best of Borrower’s knowledge, all ofBorrower’s tax returns and reports that are or were required to be filed, havebeen filed, and all taxes, assessments and other governmental charges have beenpaid in full, except those presently being or to be contested by Borrower ingood faith in the ordinary course of business and for which adequate reserveshave been provided.

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**Lien Priority.**  Unless otherwise previously disclosed toLender in writing, Borrower has not entered into or granted any SecurityAgreements, or permitted the filing or attachment of any Security Interests onor affecting any of the Collateral directly or indirectly securing repayment ofBorrower’s Loan and Note, that would be prior or that may in any way besuperior to Lender’s Security Interests and rights in and to such Collateral.

**Binding Effect.**  This Agreement, the Note, all SecurityAgreements (if any), and all Related Documents are binding upon the signersthereof, as well as upon their successors, representatives and assigns, and arelegally enforceable in accordance with their respective terms.

**AFFIRMATIVECOVENANTS.**  Borrowercovenants and agrees with Lender that, so long as this Agreement remains ineffect, Borrower will:

**Notices of Claims and Litigation.**  Promptly inform Lender in writing of(1) all material adverse changes in Borrower’s financial condition, and(2) all existing and all threatened litigation, claims, investigations,administrative proceedings or similar actions affecting Borrower or anyGuarantor which could materially affect the financial condition of Borrower orthe financial condition of any Guarantor.

**Financial Records.**  Maintain its books and records in accordancewith GAAP, applied on a consistent basis, and permit Lender to examine andaudit Borrower’s books and records at all reasonable times.

**Financial Statements.**  Furnish Lender with the following:

**Annual Statements.**  As soon as available, but in no event laterthan thirty (30) days after the end of each fiscal year, Borrower’s balancesheet and income statement for the year ended, prepared by Borrower.

**Interim Statements.**  As soon as available, but in no event laterthan thirty (30) days after the end of each fiscal quarter, Borrower’s balancesheet and profit and loss statement for the period ended, prepared by Borrower.

**Tax Returns.**  As soon as available, but in no event laterthan thirty (30) days after the applicable filing date for the tax reportingperiod ended, Federal and other governmental tax returns, prepared by a taxprofessional satisfactory to Lender.

All financial reports required to be provided under this Agreementshall be prepared in accordance with GAAP, applied on a consistent basis, andcertified by Borrower as being true and correct.

**Additional Information.**  Furnish such additional information andstatements, as Lender may request from time to time.

**Insurance.**  Maintain fire and other risk insurance,public liability insurance, and such other insurance as Lender may require withrespect to Borrower’s properties and operations, in form, amounts, coveragesand with insurance companies acceptable to Lender.  Borrower, upon request of Lender, willdeliver to Lender from time to time the policies or certificates of insurancein form satisfactory to Lender, including stipulations that coverages will notbe cancelled or diminished without at least thirty (30) days prior writtennotice to Lender.  Each insurance policyalso shall include an endorsement providing that coverage in favor of Lenderwill not be impaired in any way by any act, omission or default of Borrower orany other person.  In connection with allpolicies covering assets in which Lender holds or is offered a securityinterest for the Loans, Borrower will provide Lender with such Lender’s loss payableor other endorsements as Lender may require.

**Insurance Reports.**  Furnish to Lender, upon request of Lender,reports on each existing insurance policy showing such information as Lendermay reasonably request, including without limitation the following:  (1) the name of the insurer;(2) the risks insured; (3) the amount of the policy; (4) theproperties insured; (5) the then current property values on the basis ofwhich insurance has been obtained, and the manner of determining those values;and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often thanannually), Borrower will have an independent appraiser satisfactory to Lenderdetermine, as applicable, the actual cash value or replacement cost of any Collateral.  The cost of such appraisal shall be paid byBorrower.

**Other Agreements.**  Comply with all terms and conditions of allother agreements, whether now or hereafter existing, between Borrower and anyother party and notify Lender immediately in writing of any default inconnection with any other such agreements.

**Loan Proceeds.**  Use all Loan proceeds solely for Borrower’sbusiness operations, unless specifically consented to the contrary by Lender inwriting.

**Taxes, Charges and Liens.**  Pay and discharge when due all of itsindebtedness and obligations, including without limitation all assessments,taxes, governmental charges, levies and liens, of every kind and nature,imposed upon Borrower or its properties, income, or profits, prior to the dateon which penalties would attach, and all lawful claims that, if unpaid, mightbecome a lien or charge upon any of Borrower’s properties, income, or profits.

**Performance.**  Perform and comply, in a timely manner, withall terms, conditions, and provisions set forth in this Agreement, in theRelated Documents, and in all other instruments and agreements between Borrowerand Lender.  Borrower shall notify Lenderimmediately in writing of any default in connection with any agreement.

**Operations.**  Maintain executive and management personnelwith substantially the same qualifications and experience as the presentexecutive and management personnel; provide written notice to Lender of anychange in executive and management personnel; conduct its business affairs in areasonable and prudent manner.

**Environmental Studies.**  Promptly conduct and complete, at Borrower’sexpense, all such investigations, studies, samplings and testings as may berequested by Lender or any governmental authority relative to any substance, orany waste or by-product of any substance defined as toxic or a hazardoussubstance under applicable federal, state, or local law, rule, regulation,order or directive, at or affecting any property or any facility owned, leasedor used by Borrower.

**Compliance with GovernmentalRequirements.**  Complywith all laws, ordinances, and regulations, now or hereafter in effect, of allgovernmental authorities applicable to the conduct of Borrower’s properties,businesses and operations, and to the use or occupancy of the Collateral,including without limitation, the Americans With Disabilities Act.  Borrower may contest in good faith any suchlaw, ordinance, or regulation and withhold compliance during any proceeding,including appropriate appeals, so long as Borrower has notified Lender inwriting prior to doing so and so long as, in Lender’s sole opinion, Lender’sinterests in the Collateral are not jeopardized.  Lender may require Borrower to post adequatesecurity or a surety bond, reasonably satisfactory to Lender, to protect Lender’sinterest.

**Inspection.**  Permit employees or agents of Lender at anyreasonable time to inspect any and all Collateral for the Loan or Loans andBorrower’s other properties and to examine or audit Borrower’s books, accounts,and records and to make copies and memoranda of Borrower’s books, accounts, andrecords.  If Borrower now or at any timehereafter maintains any records (including without limitation computergenerated records and computer software programs for the generation of such records)in the possession of a third party, Borrower, upon request of Lender, shallnotify such party to permit Lender free access to such records at allreasonable times and to provide Lender with copies of any records it mayrequest, all at Borrower’s expense.

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**Compliance Certificates.**  Unless waived in writing by Lender, provideLender at least annually, with a certificate executed by Borrower’s chieffinancial officer, or other officer or person acceptable to Lender, certifyingthat the representations and warranties set forth in this Agreement are trueand correct as of the date of the certificate and further certifying that, asof the date of the certificate, no Event of Default exists under thisAgreement.

**Environmental Compliance and Reports.**  Borrower shall comply in all respects withany and all Environmental Laws; not cause or permit to exist, as a result of anintentional or unintentional action or omission on Borrower’s part or on thepart of any third party, on property owned and/or occupied by Borrower, anyenvironmental activity where damage may result to the environment, unless suchenvironmental activity is pursuant to and in compliance with the conditions ofa permit issued by the appropriate federal, state or local governmentalauthorities; shall furnish to Lender promptly and in any event within thirty(30) days after receipt thereof a copy of any notice, summons, lien, citation,directive, letter or other communication from any governmental agency orinstrumentality concerning any intentional or unintentional action or omissionon Borrower’s part in connection with any environmental activity whether or notthere is damage to the environment and/or other natural resources.

**Additional Assurances.**  Make, execute and deliver to Lender suchpromissory notes, mortgages, deeds of trust, security agreements, assignments,financing statements, instruments, documents and other agreements as Lender orits attorneys may reasonably request to evidence and secure the Loans and toperfect all Security Interests.

**LENDER’SEXPENDITURES.**  If anyaction or proceeding is commenced that would materially affect Lender’sinterest in the Collateral or if Borrower fails to comply with any provision ofthis Agreement or any Related Documents, including but not limited to Borrower’sfailure to discharge or pay when due any amounts Borrower is required todischarge or pay under this Agreement or any Related Documents, Lender onBorrower’s behalf may (but shall not be obligated to) take any action thatLender deems appropriate, including but not limited to discharging or payingall taxes, liens, security interests, encumbrances and other claims, at anytime levied or placed on any Collateral and paying all costs for insuring,maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes willthen bear interest at the rate charged under the Note from the date incurred orpaid by Lender to the date of repayment by Borrower.  All such expenses will become a part of theindebtedness and, at Lender’s option, will (A) be payable on demand;(B) be added to the balance of the Note and be apportioned among and bepayable with any installment payments to become due during either (1) theterm of any applicable insurance policy; or (2) the remaining term of theNote; or (C) be treated as a balloon payment which will be due and payableat the Note’s maturity.

**CESSATIONOF ADVANCES.**  If Lenderhas made any commitment to make any Loan to Borrower, whether under thisAgreement or under any other agreement, Lender shall have no obligation to makeLoan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of thisAgreement or any of the Related Documents or any other agreement that Borroweror any Guarantor has with Lender; (B) Borrower or any Guarantor dies,becomes incompetent or becomes insolvent, files a petition in bankruptcy orsimilar proceedings, or is adjudged a bankrupt; (C) there occurs amaterial adverse change in Borrower’s financial condition, in the financialcondition of any Guarantor, or in the value of any Collateral securing anyLoan; or (D) any Guarantor seeks, claims or otherwise attempts to limit,modify or revoke such Guarantor’s guaranty of the Loan or any other loan withLender; or (E) Lender in good faith deems itself insecure, even though noEvent of Default shall have occurred.

**RIGHT OFSETOFF.**  To the extentpermitted by applicable law, Lender reserves a right of setoff in all Borrower’saccounts with Lender (whether checking, savings, or some other account).  This includes all accounts Borrower holdsjointly with someone else and all accounts Borrower may open in thefuture.  However, this does not includeany IRA or Keogh accounts, or any trust accounts for which setoff would beprohibited by law.  Borrower authorizesLender, to the extent permitted by applicable law, to charge or setoff all sumsowing on the indebtedness against any and all such accounts.

**DEFAULT.**  Each of the following shall constitute anEvent of Default under this Agreement:

**Payment Default.**  Borrower fails to make any payment when dueunder the Loan.

**Other Defaults.**  Borrower fails to comply with or to performany other term, obligation, covenant or condition contained in this Agreementor in any of the Related Documents or to comply with or to perform any term,obligation, covenant or condition contained in any other agreement betweenLender and Borrower.

**False Statements.**  Any warranty, representation or statementmade or furnished to Lender by Borrower or on Borrower’s behalf under thisAgreement or the Related Documents is false or misleading in any materialrespect, either now or at the time made or furnished or becomes false ormisleading at any time thereafter.

**Death or Insolvency.**  The dissolution of Borrower (regardless ofwhether election to continue is made), any member withdraws from Borrower, orany other termination of Borrower’s existence as a going business or the deathof any member, the insolvency of Borrower, the appointment of a receiver forany part of Borrower’s property, any assignment for the benefit of creditors,any type of creditor workout, or the commencement of any proceeding under anybankruptcy or insolvency laws by or against Borrower.

**Defective Collateralization.**  This Agreement or any of the RelatedDocuments ceases to be in full force and effect (including failure of anycollateral document to create a valid and perfected security interest or lien)at any time and for any reason.

**Creditor or Forfeiture Proceedings.**  Commencement of foreclosure or forfeitureproceedings, whether by judicial proceeding, self-help, repossession or anyother method, by any creditor of Borrower or by any governmental agency againstany collateral securing the Loan.  Thisincludes a garnishment of any of Borrower’s accounts, including depositaccounts, with Lender.  However, thisEvent of Default shall not apply if there is a good faith dispute by Borroweras to the validity or reasonableness of the claim which is the basis of thecreditor or forfeiture proceeding and if Borrower gives Lender written noticeof the creditor or forfeiture proceeding and deposits with Lender monies or asurety bond for the creditor or forfeiture proceeding, in an amount determinedby Lender, in its sole discretion, as being an adequate reserve or bond for thedispute.

**Events Affecting Guarantor.**  Any of the preceding events occurs withrespect to any Guarantor of any of the indebtedness or any Guarantor dies orbecomes incompetent, or revokes or disputes the validity of, or liabilityunder, any Guaranty of the indebtedness. In the event of a death, Lender, at its option, may, but shall not berequired to, permit the Guarantor’s estate to assume unconditionally theobligations arising under the guaranty in a manner satisfactory to Lender, and,in doing so, cure any Event of Default.

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**Adverse Change.**  A material adverse change occurs in Borrower’sfinancial condition, or Lender believes the prospect of payment or performanceof the Loan is impaired.

**Insecurity.**  Lender in good faith believes itselfinsecure.

**EFFECTOF AN EVENT OF DEFAULT.** If any Event of Default shall occur, except where otherwise provided inthis Agreement or the Related Documents, all commitments and obligations ofLender under this Agreement or the Related Documents or any other agreementimmediately will terminate (including any obligation to make further LoanAdvances or disbursements), and, at Lender’s option, all indebtednessimmediately will become due and payable, all without notice of any kind to Borrower,except that in the case of an Event of Default of the type described in the “Insolvency”subsection above, such acceleration shall be automatic and not optional.  In addition, Lender shall have all the rightsand remedies provided in the Related Documents or available at law, in equity,or otherwise.  Except as may beprohibited by applicable law, all of Lender’s rights and remedies shall becumulative and may be exercised singularly or concurrently.  Election by Lender to pursue any remedy shallnot exclude pursuit of any other remedy, and an election to make expendituresor to take action to perform an obligation of Borrower or of any Grantor shallnot affect Lender’s right to declare a default and to exercise its rights andremedies.

**ANNUALREVIEW.**  This loan issubject to continuation in the Lender’s sole discretion, based on thesatisfactory annual review and analysis of certain financial information asrequested and received by Lender.  TheAnnual Review Date will be April 5th of each year, commencing2008.  At the time of the Annual Review,an annual fee determined by Lender may be collected.

**FURTHERASSURANCE AND COMPLIANCE AGREEMENT.**  Borrower(s) and Guarantor(s) agree tocooperate, adjust, initial, re-execute and re-deliver any and allclosing documents, including but not limited to any notes, security documentsand closing statements if deemed necessary or desirable in the sole discretionof the Bank in order to consummate or complete the Loan from the Bank to theBorrower or to perfect the Bank’s lien. It is the intention of the Borrower that all documentation for the Loanshall be an accurate reflection of the Bank’s requirements.

**MINIMUMPARTIAL RELEASE.** Minimum partial release price per unit shall be the greater of either100% of pro rata loan amount or 75% of sale price.

**FULLPAYMENT.**  Line ofCredit due in full upon sale of more than 25% interest in borrowing entity,sale of the Innisbrook resort or of mortgage properties.

**DRAWDOWN LINE OF CREDIT.** This Note evidences a straight line of credit.  Once the total amount of principal has beenadvanced, Borrower is not entitled to further loan advances.  Advances under this Note, as well asdirections for payment from Borrower’s accounts, may be requested orally or inwriting by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed inwriting.  The following party or partiesare authorized to request advances under the line of credit until Lenderreceives from Borrower at Lender’s address shown above written notice ofrevocation of their authority:  KeithWilt.  Borrower agrees to be liable forall sums either:  (A) advanced inaccordance with the instructions of an authorized person or (B) creditedto any of Borrower’s accounts with Lender. The unpaid principal balance owing on this Note at any time may beevidenced by endorsements on this Note or by Lender’s internal records,including daily computer print-outs. Lender will have no obligation to advance funds under this Note if(A) Borrower or any guarantor is in default under the terms of this Noteor any agreement that Borrower or any guarantor has with Lender, including anyagreement made in connection with the signing of this Note; (B) Borroweror any guarantor ceases doing business or is insolvent; (C) any guarantorseeks, claims or otherwise attempts to limit, modify or revoke such guarantor’sguarantee of this Note or any other loan with Lender; (D) Borrower hasapplied funds provided pursuant to this Note for purposes other than thoseauthorized by Lender; or Lender in good faith deems itself insecure under thisNote or any other agreement between Lender and Borrower.

**MISCELLANEOUSPROVISIONS.**  Thefollowing miscellaneous provisions are a part of this Agreement:

**Amendments.**  This Agreement, together with any RelatedDocuments, constitutes the entire understanding and agreement of the parties asto the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effectiveunless given in writing and signed by the party or parties sought to be chargedor bound by the alteration or amendment.

**Attorneys’ Fees; Expenses.**  Borrower agrees to pay upon demand all ofLender’s costs and expenses, including Lender’s reasonable attorneys’ fees andLender’s legal expenses, incurred in connection with the enforcement of thisAgreement.  Lender may hire or paysomeone else to help enforce this Agreement, and Borrower shall pay the costsand expenses of such enforcement.  Costsand expenses include Lender’s reasonable attorneys’ fees and legal expenseswhether or not there is a lawsuit, including reasonable attorneys’ fees andlegal expenses for bankruptcy proceedings (including efforts to modify orvacate any automatic stay or injunction), appeals, and any anticipatedpost-judgment collection services. Borrower also shall pay all court costs and such additional fees as maybe directed by the court.

**Caption Headings.**  Caption headings in this Agreement are forconvenience purposes only and are not to be used to interpret or define theprovisions of this Agreement.

**Consent to Loan Participation.**  Borrower agrees and consents to Lender’s saleor transfer, whether now or later, of one or more participation interests inthe Loan to one or more purchasers, whether related or unrelated toLender.  Lender may provide, without anylimitation whatsoever, to any one or more purchasers, or potential purchasers,any information or knowledge Lender may have about Borrower or about any othermatter relating to the Loan, and Borrower hereby waives any rights to privacyBorrower may have with respect to such matters. Borrower additionally waives any and all notices of sale ofparticipation interests, as well as all notices of any repurchase of suchparticipation interests.  Borrower alsoagrees that the purchasers of any such participation interests will beconsidered as the absolute owners of such interests in the Loan and will haveall the rights granted under the participation agreement or agreementsgoverning the sale of such participation interests.  Borrower further waives all rights of offsetor counterclaim that it may have now or later against Lender or against anypurchaser of such a participation interest and unconditionally agrees thateither Lender or such purchaser may enforce Borrower’s obligation under theLoan irrespective of the failure or insolvency of any holder of any interest inthe Loan.  Borrower further agrees thatthe purchaser of any such participation interests may enforce its interestsirrespective of any personal claims or defenses that Borrower may have againstLender.

**Governing Law.  This Agreement will be governed by federallaw applicable to Lender and, to the extent not preempted by federal law, thelaws of the State of Florida without regard to its conflicts of lawprovisions.  This Agreement has beenaccepted by Lender in the State of Florida.**

**Choice of Venue.**  If there is a lawsuit, Borrower agrees uponLender’s request to submit to the jurisdiction of the courts of Pasco County,State of Florida.

**Joint and Several Liability.**  All obligations of Borrower under thisAgreement shall be joint and several, and all references to Borrower shall meaneach and every Borrower.  This means thateach Borrower signing below is responsible for all obligations in thisAgreement.  Where any one or more of theparties is a corporation, partnership, limited liability company or similarentity, it is not necessary for Lender to inquire into the powers of any of theofficers, directors, partners, members, or other agents acting or purporting toact on the entity’s behalf, and any obligations made or created in relianceupon the professed exercise of such powers shall be guaranteed under thisAgreement.

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**No Waiver by Lender.**  Lender shall not be deemed to have waived anyrights under this Agreement unless such waiver is given in writing and signedby Lender.  No delay or omission on thepart of Lender in exercising any right shall operate as a waiver of such rightor any other right.  A waiver by Lenderof a provision of this Agreement shall not prejudice or constitute a waiver ofLender’s right otherwise to demand strict compliance with that provision or anyother provision of this Agreement.  Noprior waiver by Lender, nor any course of dealing between Lender and Borrower,or between Lender and any Grantor, shall constitute a waiver of any of Lender’srights or of any of Borrower’s or any Grantor’s obligations as to any futuretransactions.  Whenever the consent ofLender is required under this Agreement, the granting of such consent by Lenderin any instance shall not constitute continuing consent to subsequent instanceswhere such consent is required and in all cases such consent may be granted orwithheld in the sole discretion of Lender.

**Notices.**  Any notice required to be given under thisAgreement shall be given in writing, and shall be effective when actuallydelivered, when actually received by telefacsimile (unless otherwise requiredby law), when deposited with a nationally recognized overnight courier, or, ifmailed, when deposited in the United States mail, as first class, certified orregistered mail postage prepaid, directed to the addresses shown near thebeginning of this Agreement.  Any partymay change its address for notices under this Agreement by giving writtennotice to the other parties, specifying that the purpose of the notice is tochange the party’s address.  For noticepurposes, Borrower agrees to keep Lender informed at all times of Borrower’scurrent address.  Unless otherwiseprovided or required by law, if there is more than one Borrower, any noticegiven by Lender to any Borrower is deemed to be notice given to all Borrowers.

**Severability.**  If a court of competent jurisdiction findsany provision of this Agreement to be illegal, invalid, or unenforceable as toany person or circumstance, that finding shall not make the offending provisionillegal, invalid, or unenforceable as to any other person or circumstance.  If feasible, the offending provision shall beconsidered modified so that it becomes legal, valid and enforceable.  If the offending provision cannot be somodified, it shall be considered deleted from this Agreement.  Unless otherwise required by law, theillegality, invalidity, or unenforceability of any provision of this Agreementshall not affect the legality, validity or enforceability of any otherprovision of this Agreement.

**Subsidiaries and Affiliates ofBorrower.**  To theextent the context of any provisions of this Agreement makes it appropriate,including without limitation any representation, warranty or covenant, the word“Borrower” as used in this Agreement shall include all of Borrower’ssubsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall thisAgreement be construed to require Lender to make any Loan or other financialaccommodation to any of Borrower’s subsidiaries or affiliates.

**Successors and Assigns.**  All covenants and agreements by or on behalfof Borrower contained in this Agreement or any Related Documents shall bindBorrower’s successors and assigns and shall inure to the benefit of Lender andits successors and assigns.  Borrowershall not, however, have the right to assign Borrower’s rights under thisAgreement or any interest therein, without the prior written consent of Lender.

**Survival of Representations andWarranties.**  Borrowerunderstands and agrees that in making the Loan, Lender is relying on allrepresentations, warranties, and covenants made by Borrower in this Agreementor in any certificate or other instrument delivered by Borrower to Lender underthis Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made byLender, all such representations, warranties and covenants will survive themaking of the Loan and delivery to Lender of the Related Documents, shall becontinuing in nature, and shall remain in full force and effect until such timeas Borrower’s Indebtedness shall be paid in full, or until this Agreement shallbe terminated in the manner provided above, whichever is the last to occur.

**Time is of the Essence.**  Time is of the essence in the performance ofthis Agreement.

**Waive Jury.  All parties to this Agreement hereby waivethe right to any jury trial in any action, proceeding, or counterclaim broughtby any party against any other party.**

**DEFINITIONS.**  The following capitalized words and termsshall have the following meanings when used in this Agreement.  Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of theUnited States of America.  Words andterms used in the singular shall include the plural, and the plural shallinclude the singular, as the context may require.  Words and terms not otherwise defined in thisAgreement shall have the meanings attributed to such terms in the UniformCommercial Code.  Accounting words andterms not otherwise defined in this Agreement shall have the meanings assignedto them in accordance with generally accepted accounting principles as ineffect on the date of this Agreement:

**Advance.**  The word “Advance” means a disbursement ofLoan funds made, or to be made, to Borrower or on Borrower’s behalf on a lineof credit or multiple advance basis under the terms and conditions of thisAgreement.

**Agreement.**  The word “Agreement” means this Business LoanAgreement, as this Business Loan Agreement may be amended or modified from timeto time, together with all exhibits and schedules attached to this BusinessLoan Agreement from time to time.

**Borrower.**  The word “Borrower” means GTA-IB, LLC; GTA-IBGolf Resort, LLC; and GTA-IB Condominium, LLC and includes all co-signers andco-makers signing the Note and all their successors and assigns.

**Collateral.**  The word “Collateral” means all property andassets granted as collateral security for a Loan, whether real or personalproperty, whether granted directly or indirectly, whether granted now or in thefuture, and whether granted in the form of a security interest, mortgage,collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattelmortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipmenttrust, conditional sale, trust receipt, lien, charge, lien or title retentioncontract, lease or consignment intended as a security device, or any othersecurity or lien interest whatsoever, whether created by law, contract, orotherwise.

**Environmental Laws.**  The words “Environmental Laws” mean any andall state, federal and local statutes, regulations and ordinances relating tothe protection of human health or the environment, including without limitationthe Comprehensive Environmental Response, Compensation, and Liability Act of1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”),the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499(“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C.Section 1801, et seq., the Resource Conservation and Recovery Act,42 U.S.C. Section 6901, et seq., or other applicable state orfederal laws, rules, or regulations adopted pursuant thereto.

**Event of Default.**  The words “Event of Default” mean any of theevents of default set forth in this Agreement in the default section of thisAgreement.

**GAAP.**  The word “GAAP” means generally acceptedaccounting principles.

**Grantor.**  The word “Grantor” means each and all of thepersons or entities granting a Security Interest in any Collateral for theLoan, including without limitation all Borrowers granting such a SecurityInterest.

**Guarantor.**  The word “Guarantor” means any guarantor,surety, or accommodation party of any or all of the Loan.

**Guaranty.**  The word “Guaranty” means the guaranty fromGuarantor to Lender, including without limitation a guaranty of all or part ofthe Note.

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**Hazardous Substances.**  The words “Hazardous Substances” meanmaterials that, because of their quantity, concentration or physical, chemicalor infectious characteristics, may cause or pose a present or potential hazardto human health or the environment when improperly used, treated, stored,disposed of, generated, manufactured, transported or otherwise handled.  The words “Hazardous Substances” are used intheir very broadest sense and include without limitation any and all hazardousor toxic substances, materials or waste as defined by or listed under theEnvironmental Laws.  The term “HazardousSubstances” also includes, without limitation, petroleum and petroleumby-products or any fraction thereof and asbestos.

**Indebtedness.**  The word “Indebtedness” means theindebtedness evidenced by the Note or Related Documents, including allprincipal and interest together with all other indebtedness and costs andexpenses for which Borrower is responsible under this Agreement or under any ofthe Related Documents.

**Lender.**  The word “Lender” means Patriot Bank, itssuccessors and assigns.

**Loan.**  The word “Loan” means any and all loans andfinancial accommodations from Lender to Borrower whether now or hereafterexisting, and however evidenced, including without limitation those loans andfinancial accommodations described herein or described on any exhibit orschedule attached to this Agreement from time to time.

**Note.**  The word “Note” means the Note executed byGTA-IB, LLC; GTA-IB Golf Resort, LLC; and GTA-IB Condominium, LLC in theprincipal amount of $1,200,000.00 dated April 10, 2007, together with allrenewals of, extensions of, modifications of, refinancings of, consolidationsof, and substitutions for the note or credit agreement.

**Related Documents.**  The words “Related Documents” mean allpromissory notes, credit agreements, loan agreements, environmental agreements,guaranties, security agreements, mortgages, deeds of trust, security deeds,collateral mortgages, and all other instruments, agreements and documents,whether now or hereafter existing, executed in connection with the Loan.

**Security Agreement.**  The words “Security Agreement” mean andinclude without limitation any agreements, promises, covenants, arrangements,understandings or other agreements, whether created by law, contract, orotherwise, evidencing, governing, representing, or creating a SecurityInterest.

**Security Interest.**  The words “Security Interest” mean, withoutlimitation, any and all types of collateral security, present and future,whether in the form of a lien, charge, encumbrance, mortgage, deed of trust,security deed, assignment, pledge, crop pledge, chattel mortgage, collateralchattel mortgage, chattel trust, factor’s lien, equipment trust, conditionalsale, trust receipt, lien or title retention contract, lease or consignmentintended as a security device, or any other security or lien interestwhatsoever whether created by law, contract, or otherwise.

**BORROWERACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT ANDBORROWER AGREES TO ITS TERMS.  THISBUSINESS LOAN AGREEMENT IS DATED APRIL 10, 2007.**
| BORROWER:                                                         |
|-------------------------------------------------------------------|
|                                                              |
| GTA-IB, LLC                                                       |
|                                                              |
| GTA-IB GOLF RESORT, LLC, Manager of GTA-IB, LLC                   |
|                                                              |
| GOLF TRUST OF AMERICA, LP, Manager of GTA-IB of Golf  Resort, LLC |
| By:                                                               |   | GTA, GP, INC., ITS GENERAL PARTNER |
|                                                              |   |   |
|                                                              |   |   |
| By:                                                               |   | /s/ R. Keith Wilt |   |
|                                                              |   | R. Keith Wilt, Vice President |   |
|                                                              |   | GTA, GP, INC. |   |
|                                                              |
|                                                              |
| GTA-IB GOLF RESORT, LLC                                           |
|                                                              |
| GOLF TRUST OF AMERICA, LP, Manager of GTA-IB Golf  Resort, LLC    |
| BY:                                                               |   | GTA, GP, INC., ITS GENERAL PARTNER |
|                                                              |   |   |
|                                                              |   |   |
| By:                                                               |   | /s/ R. Keith Wilt |   |
|                                                              |   | R. Keith Wilt, Vice President |
|                                                              |   | GTA, GP, INC. |
|                                                              |
|                                                              |
| GTA-IB CONDOMINIUM, LLC                                           |
|                                                              |
| GTA-IB GOLF RESORT, LLC, Manager of GTA-IB  Condominium, LLC      |
|                                                              |
| GOLF TRUST OF AMERICA, LP, Manager of GTA-IB Golf  Resort, LLC    |
| BY:                                                               |   | GTA, GP, INC., ITS GENERAL PARTNER |
|                                                              |   |   |
|                                                              |   |   |
| By:                                                               |   | /s/ R. Keith Wilt |   |
|                                                              |   | R. Keith Wilt, Vice President |
|                                                                   |  |  |  |  |  |  |

                                                                                                             

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| LENDER:      |
|--------------|
|         |
| PATRIOT BANK |
|         |
|         |
| By:          |   | /s/ Karyn J. Mahorney |   |
|         |   | Karyn J. Mahorney, VICE PRESIDENT |

 

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