Exhibit 10.2 

This instrument prepared by: 

**Mark A. Jacobs, Esq**

**Bergman and Jacobs, P.A.**

**2001 Hollywood Boulevard, Suite 200**

**Hollywood, Fl. 33020**

**DOCUMENTARY STAMPS ON THENOTE AND INTANGIBLE TAX ON THE MORTGAGE IN THE AMOUNTS REQUIRED BY LAW HAVE BEEN PAID IN FULL UPON THE OCCASION OF THE MAKING OF THE ORIGINAL NOTE AND IN CONNECTION WITH THE RECORDATION OF THAT CERTAIN MORTGAGE RECORDED IN O.R. BOOK 6218 AT PAGE4333 OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA. DOCUMENTARY STAMPS ON THE FUTURE ADVANCE IN THE PRINCIPAL AMOUNT OF $7,246,111.89 ARE ATTACHED HERETO.**

**FUTURE ADVANCE, NOTE AND MORTGAGE MODIFICATION AGREEMENT**

**THIS FUTURE ADVANCE, NOTE ANDMORTGAGE MODIFICATION AGREEMENT (“AGREEMENT”**), is made and entered into this      day of October, 2008, by and between: **POST, BUCKLEY, SCHUH & JERNIGAN, INC., a Florida corporation**, whoseaddress is: 5300 West Cypress Street, Suite 200, Tampa, Fl. 33607 (the **“MORTGAGOR” or “BORROWER”**) as **MORTGAGOR and BORROWER**; and **SUNTRUST BANK**, a State Bank organized under the laws of Georgia, (the“**MORTGAGEE” or “LENDER**”), as **MORTGAGEE****and SECURED PARTY**, whose address is 777 Brickell Avenue, Miami, Florida 33131. 

**RECITALS:**

A. **BORROWER** executed the following promissory notes: 

i) that certain Promissory Note dated March 19, 2001 in the original principal amount of $9,000,000.00 (“**Note**”).

 

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(All promissory notes as referenced herein and all other notes executed in accordance with this Agreementare collectively hereinafter referred to as the “**NOTES**” except as otherwise referenced) 

B. As security for the **Note,**the **BORROWER** executed and delivered to **LENDER**the following documents: 

1) that certain **MORTGAGE, SECURITY AGREEMENTAND ASSIGNMENT OF LEASES, RENTS AND PROFITS** (“**MORTGAGE**”) dated March 19, 2001, recorded March 21, 2001, in Official Records Book 6218 at Page 4333 of the Public Records of Orange County, Florida. 

2) The said **Note** is further secured by or subject to the terms and conditions set forth in an Assignment of Leases, Rents, and Profits datedMarch 19, 2001, recorded March 21, 2001, in Official Records Book 6218 at Page 4368 of the Public Records of Orange County, Florida and certain UCC-1 Financing Statements filed with the Clerk of the Circuit Court recorded March 21,2001 in Official Records Book 6218 at Page 4376 of the Public Records of Orange County, Florida, as renewed on November 2, 2005 recorded in Official Records Book 8282 at Page 4584 of the Public Records of Orange County, Florida and otherrelated loan documents. 

3) The **MORTGAGE** and the **Related Security Documents** secure payment of the **Note** and allModifications and extensions thereto and encumber the property (the “**PROPERTY**”) as described in the **MORTGAGE**. 

(Allof the loan documents as set forth in this Section B are collectively referred to as the “**Related Security Documents**”) 

 

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C. **BORROWER**is the owner of the **PROPERTY** as described on Exhibit “A” attachedhereto encumbered by the **MORTGAGE** and **LENDER** is the owner and holder of the **Note**and **MORTGAGE** and is the **SECURED PARTY** under said documents and the **Related Security Documents.**

D. The total principal amount evidenced by the **Note**, as of the date hereof, is: $6,353,888.11. 

E. The **BORROWER**has requested from the **LENDER** a Future Advance Loan (“**FUTURE ADVANCE**”) under the terms of the**MORTGAGE** in the amount of SEVEN MILLION TWO HUNDRED FORTY SIX THOUSAND ONE HUNDRED ELEVEN DOLLARS AND EIGHTY NINE CENTS ($7,246,111.89) which will be evidenced by a Future Advance Promissory Note (“Future Advance Promissory Note”).The Future Advance Promissory Note****will be secured by the **MORTGAGE** and **Related Security Documents**. The Future Advance Promissory Note and the **Note** will be consolidated and renewed and evidenced by a Consolidated RenewalPromissory Note (“**Consolidated Renewal Promissory Note**”) in the principal amount of THIRTEEN MILLION SIX HUNDRED THOUSAND DOLLARS ($13,600,000.00), which shall be the operative promissory note. 

F. **BORROWER**has requested that **LENDER**: 

a) provide a**FUTURE ADVANCE** in the amount of $7,246,111.89; 

b) modify certain terms and conditions of the **MORTGAGE**and **Related Security Documents**; 

c) modify, renew and consolidate the **Note** with the Future Advance Promissory**Note****;**

 

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d) have all parties confirm and reaffirm the lien and validity of the **MORTGAGE** and the **RelatedSecurity Documents**. 

**AGREEMENT:**

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which each partyacknowledges, the parties hereto do hereby agree as follows: 

1. The recitals hereinabove contained are true and correct, affirmed and aremade a part hereof and incorporated herein by reference. 

2. This Agreement evidences a future advance (“**FUTURE ADVANCE”**)made by the **LENDER** pursuant to the future advance provision of the **MORTGAGE** referred to hereinabove. It is agreed that this future advance is evidenced by the Future Advance Promissory Note in the principal amount of $7,246,111.89. TheFuture Advance Promissory Note shall be secured by the above described **MORTGAGE**and **Related Security Documents**. The **BORROWER** agrees to pay the indebtedness in accordance with the terms of the Future Advance Promissory Note andany renewals, modifications, extensions or consolidations thereof. 

3. The Future Advance Promissory Note and the **Note** will beconsolidated and renewed and will be evidenced by the **Consolidated Renewal Promissory Note**in the principal amount of $13,600,000.00. The **BORROWER**agrees to pay the indebtedness in accordance with the terms of the **ConsolidatedRenewal Promissory Note**and any renewals, modifications, extensions or consolidations thereto. 

4. The **BORROWER**does herebygrant, bargain, sell alien, remise, release, convey and confirm unto the **LENDER** as security 

 

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for the **Consolidated Renewal Promissory Note**and all other notes referenced herein, the **PROPERTY** described in Exhibit “A” attachedhereto encumbered by the **MORTGAGE**. 

5. **BORROWER** does hereby fully warrant the title to the **PROPERTY** and to each partthereof and will defend the same against the claims of all persons whomsoever. **BORROWER** hereby covenants that said**LENDER** has a valid first lien on the **PROPERTY** described in Exhibit “A” and that the **BORROWER**isindefeasibly seized of the fee simple title thereto. 

6. The **BORROWER**and **LENDER**further agree that the **MORTGAGE** shallsecure in addition to the **NOTES** and other matters as set forth in the **MORTGAGE,**all “Financial Contract Obligations”, as hereinafter defined. 

“Financial Contract Obligations” shall means any indebtedness, liabilities, or obligations now existing or hereafter arising, due or to become due, absolute or contingent, of the **Borrower** to the**Lender** or any subsidiary or related entity of the **Lender** arising out of or in connection with (i) the Commitment Letter, the **Note** or any of the Loan Documents, and (ii) any other agreements, documents (or oralagreement or by operation of law and whether or not evidenced by promissory notes or by other evidences of **Indebtedness** or **Loan**) or instruments heretofore, now or hereafter executed and delivered to the **Lender**, including ,without limitation, obligations under a Financial Contract permitted hereunder. “Financial Contract” shall mean (1) an agreement (including terms and conditions incorporated by reference therein) which is a rate swap agreement, basisswap, forward rate agreement, commodity swap, commodity option, equity or equity index swap, bond option, interest rate option, foreign exchange agreement, rate cap agreement, rate floor agreement, rate collar agreement, currency swap agreement,cross-currency rate swap agreement, currency option, any other similar agreement (including any option to enter into any of the foregoing); (2) any combination of the foregoing; or (3) a master agreement for any of the foregoing togetherwith all supplements. 

 

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7. The **BORROWER**acknowledges the terms of the Financial Covenants as set forth in Section 24of the **MORTGAGE** and agrees to fully comply with said Financial Covenants. 

8. The **MORTGAGE** is hereby modified so that theterms and conditions as set forth herein are incorporated therein as if the terms and conditions herein were originally attached to and made a part of the original **MORTGAGE**and **Related Security Documents**. 

9. **BORROWER** further confirms that the **MORTGAGE**and **Related Security Documents** secure the payment of the **NOTES,**including butnot limited to the **Consolidated Renewal Promissory Note** having a present outstanding principal indebtedness of **BORROWER** in favor of **LENDER** in the amounts as previously set forth herein and which will be paid in accordance withthe terms of the said **Consolidated Renewal Promissory Note** and all extensions, modifications and renewals thereof. 

10. Hereinafterall references in the **MORTGAGE** to the terms “Promissory Note, Note, or Mortgage Note” shall be deemed to refer to and include the terms as set forth in this Agreement and all promissory notes as referenced in this Agreement.

11. Hereinafter in this Agreement, in the **MORTGAGE**and in the **NOTES**the term “loan documents” shall collectivelyrefer to the all of the promissory notes as referenced herein, the **MORTGAGE**, and all modifications thereto as referenced in this Agreement and any and all other documents or instruments executed by **BORROWER** in connection with thisAgreement including the **Related Security Documents**. 

 

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12. **BORROWER**hereby reaffirms, ratifies and confirms and further states that the **MORTGAGE**is valid and enforceable and will remain as such during the term evidenced by the **Consolidated Renewal Promissory Note** and all subsequent modification, extensions and renewals thereto. 

13. **BORROWER** acknowledges, agrees, represents and confirms to **LENDER**that: 

a) the loan documents are valid and binding upon **BORROWER**and enforceable in accordance with the respective terms thereof. 

b) the **MORTGAGE** constitutes a valid and existing First Mortgage lien upon the property located in Orange County, Florida as described inExhibit “A”. 

c) there are no defenses, set offs, counterclaims, cross actions or equities in favor of **BORROWER**toor against the enforcement of the loan documents. 

d) no payments of interest or any other charges have been made to **LENDER** or toany prior owner or holder of the loan documents, or paid by **BORROWER** in connection with the loan evidenced by the loan documents which would result in the computation or earning of interest in excess of the maximum legal rate of interestwhich is legally permitted under the laws of the State of Florida, or Federal law, in effect from time to time whichever is the highest. 

e) **LENDER** is under no obligation to grant or to make any further or additional loans to **BORROWER** or to further amend or modify any of the loan documents. 

f) all of the loan documents are hereby ratified, confirmed and approved in all respects. 

 

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g) The **PROPERTY** is commercial property. 

14. **BORROWER**warrants and represents unto the **LENDER**that all real estate taxes on the **PROPERTY**have been paid through and includingthe year 2007. 

15. The parties hereto agree that, except as herein otherwise modified, all of the terms, covenants and conditions of the**NOTES**, Future Advance Promissory Note, **Consolidated Renewal Promissory Note**, the **MORTGAGE**, the Loan Documents and **Related Security Documents** shall remain in full force and effect. 

16. If default occurs under this Agreement, the **MORTGAGE, Consolidated Renewal Promissory Note** or under any other document executed in connectionwith any of the foregoing instruments or if **BORROWER**shall be in default under that certain loan from Bank of America which is not cured within the applicable cure period, then, in that event, the indebtedness evidenced by the said**NOTES** and secured as aforesaid, together with any and all accrued and unpaid interest and all other sums due thereunder, shall, at the option of **LENDER** become due and payable without notice to **BORROWER**, after applicable graceperiods as set forth in the **MORTGAGE** and **Related Security Documents**.****Failure to exercise this option shall not constitute a waiver of the **LENDER’S**right to exercise this option in the event of a subsequent default. Adefault under this Agreement shall have occurred when a default exists under any of the aforesaid documents or under any other document executed in connection with this Agreement, which remains uncured after any applicable cure period. 

17. It is the intent of the parties hereto that this Agreement shall not constitute a novation and shall, in no way, adversely affect the lienpriority created by the **MORTGAGE**. In the event that this instrument or any part hereof shall be construed by a court of 

 

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competent jurisdiction as operating to effect the lien priority of the **MORTGAGE** over claims which would otherwise be subordinate thereto, then to theextent that the modifications are so construed to create an additional charge or burden upon the real property encumbered by the **MORTGAGE** and to the extent that third persons acquiring an interest in such **PROPERTY**between the time ofrecording of the **MORTGAGE** and the recording hereof are prejudiced thereby, this instrument or such portion hereof as shall be construed, shall be void and of no force or effect and this instrument shall constitute, as to the advance, a thirdlien on the **PROPERTY**, incorporating by reference the terms of the **MORTGAGE**, in which event the **MORTGAGE** shall be enforced pursuant to the terms therein contained, independent of this instrument; provided, however, thatnotwithstanding the foregoing, the parties hereto, as between themselves, shall be bound by all the terms and conditions hereof until all indebtedness owing from the **MORTGAGOR** to the **LENDER** shall have been paid in full. 

18. **USA PATRIOT ACT.****BORROWER** warrants and represents to **LENDER** that neither the **BORROWER** nor any affiliate thereof,is identified in any list of known or suspected terrorists published by any United States government agency, (individually, as each such list may be amended or supplemented from time to time, referred to as a “Blocked Persons Lists”)including, without limitation, (i) the annex to Executive Order 13224 issued on September 23, 2001 by the President of the United States, and (ii) the Specially Designated Nationals List published by the United States Office ofForeign Assets Control. 

19. TRANSFER OF LOAN: The **LENDER** may at any time, sell, transfer or assign the Note, the SecurityInstrument and the 

 

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other Loan Documents, and any and all servicing rights with respect thereto, or grant participations therein or issue mortgage pass through certificates orother securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the “Securities”). **LENDER** may forward to each purchaser, transferee, assignee, participant, investor in such Securities orany Rating Agency (as hereinafter defined) rating such securities (collectively the “Investor”) and each prospective Investor, all documents and information which **LENDER** now has or may hereafter acquire relating to the Debt and toBorrower, any Guarantor and the Property, whether furnished by Borrower, any Guarantor or otherwise, as **LENDER** determines necessary or desirable. The term “Rating Agency” shall mean each statistical rating agency that has assigned arating to the Securities. 

****20.**BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAYHAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OR CONDUCT, COURSE OF DEALING,STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING CREDIT TO THE BORROWER.**

21. This Agreement shall be binding upon and shall inure to the benefit of, the respective heirs, successors and assigns of the parties hereto. 

 

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**IN WITNESS WHEREOF,** the parties hereto have caused this Agreement to be executed as of the day andyear first above written. 

 
   **BORROWER:**   **POST, BUCKLEY, SCHUH & JERNIGAN, INC.**   a Florida corporation
/s/ Candace M. Cochrane
  By: 
/s/ Donald J. Vrana
Witness Signature   DONALD J. VRANAPrint: Candace M. Cochrane  As its: Senior Vice President and    Chief Financial Officer
/s/ Heathes Madonna
   Witness Signature   Print: Heathes Madonna   
 
STATE OF FLORIDA )COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledgedbefore me this 28th day of October, 2008, by DONALD J. VRANA, as Senior Vice President and Chief Financial Officer of POST, BUCKLEY,SCHUH & JERNIGAN, INC., a Florida Corporation, on behalf of the corporation. He/she (    ) is personally known to me or (    ) has produced as identification a                                        . 

 
   
/s/ Monica M. Vazquez
   NOTARY PUBLIC, STATE OF FLORIDA   Print Name:   Commission Number: DD735464   **LENDER:**   **SUNTRUST BANK**
 
  By: 
 
Witness Signature   CRISTINA R. di MAUROPrint 
 
  As its: Vice President
 
   Witness Signature   Print 
 
   
 

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**STATE OF FLORIDA** )**COUNTY OF MIAMI-DADE** )
The foregoing instrument was acknowledged before me this      day ofOctober, 2008, by CRISTINA R. di MAURO, as Vice President of SUNTRUST BANK, on behalf of the bank. He (    ) is personally known to me or (    ) has produced                     as identification. 

 

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**NOTARY PUBLIC, STATE OF FLORIDA**Print Name: 
** **
Commission Number: 
** **

 

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