sec document



                                                                    Exhibit 10.2


INSTRUMENT PREPARED BY,
RECORD AND RETURN TO:
SCOTT A. ELK, ESQ.
ELK, BANKIER, CHRISTU & BAKST LLP
4800 N. Federal Hwy., #200-E
Boca Raton, Florida 33431


                         MORTGAGE AND SECURITY AGREEMENT

THIS IS A  BALLOON  MORTGAGE  SECURING  A FIXED  RATE  OBLIGATION  AND THE FINAL
PRINCIPAL  PAYMENT OR THE PRINCIPAL  BALANCE DUE UPON MATURITY IS  $1,250,000.00
TOGETHER  WITH  ACCRUED  INTEREST,  IF  ANY,  AND ANY  ADVANCEMENTS  MADE BY THE
MORTGAGEE UNDER THE TERMS OF THE MORTGAGE.

         THIS MORTGAGE AND SECURITY AGREEMENT ("Mortgage"), made this 9th day of
December,  2005 between Enclaves of Eagle Nest LLC, a Florida limited  liability
company,  whose address is 45 Knollwood Road,  Fifth Floor,  Elmsford,  New York
10523  (hereinafter  called  "Mortgagor")  and K&B Equity Group,  Inc. d/b/a
Magellan Mortgage Group, its successors and/or assigns,  whose office address is
314 Clematis St., Suite 202, West Palm Beach,  Florida  33401,  as Mortgagee and
Secured Party (hereinafter called the "Mortgagee").

                              W I T N E S S E T H :

         WHEREAS, Mortgagor is justly indebted to Mortgagee in the principal sum
of ONE MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS  ($1,250.000.00) as
evidenced  by a certain  Promissory  Note of even date  herewith  (the  "Note"),
executed by Mortgagor and delivered to Mortgagee, payable according to the terms
therein  provided,  and by  reference  being a part hereof to the same extent as
though set out in full herein;

         NOW THIS INDENTURE WITNESSETH, to secure the performance and observance
by the Mortgagor of all the  covenants,  conditions  and agreements in the Note,
this Mortgage, and any other instrument,  agreement or document collateral to or
executed or delivered in connection with the loan transaction, (collectively the
"Loan  Documents"),  and in order to charge the properties,  interest and rights
hereinafter described with such payment, performance and observance, and for and
in  consideration  of the sum of TEN AND  NO/100  ($10.00)  DOLLARS  paid by the
Mortgagee to the Mortgagor, and for other valuable  considerations,  the receipt
and  sufficiency  of which is hereby  acknowledged,  the  Mortgagor  does hereby
grant,  bargain,  sell,  alien,  remise,  release,   convey,  assign,  transfer,


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mortgage, hypothecate,  pledge, deliver, set over, warranty and confirm unto the
Mortgagee, its successors and assigns forever;

         THE MORTGAGED PROPERTY ("Mortgaged Property"):

         ALL  those  certain  pieces,  parcels  or  tracts  of land in which the
Mortgagor has a fee simple interest  situate in the County of Lee County,  State
of Florida  (hereinafter  called the  "Land"),  more  particularly  described in
Exhibit "A" attached hereto and made a part hereof;

         TOGETHER WITH all lands,  buildings,  structures  and  improvements  of
every nature whatsoever now or hereafter situated on the Land, and all fixtures,
machinery,  equipment,  furniture  and other  personal  property of every nature
whatsoever  now or hereafter  owned by the Mortgagor and located in, on, or used
or intended to be used in connection  with the operation of the Land,  building,
structures or other improvements, betterments, renewals, and replacements to any
of the  foregoing,  including  without  limitation,  all materials  intended for
construction,  reconstruction,  alteration,  and repairs of improvements  now or
hereafter  erected  thereon,  all of which  materials  shall be considered to be
included within the mortgaged  premises  immediately on the delivery  thereof to
the mortgaged premises, it being mutually agreed that all the aforesaid property
owned by Mortgagor and placed by it on the premises  shall,  so far as permitted
by law, be considered to be affixed to the realty and covered by this  mortgage,
and all of the right,  title and interest of the  Mortgagor in any such personal
property or fixtures subject to a conditional  sales contract,  chattel mortgage
or similar lien or claim  together  with the benefit of any deposits or payments
now or hereafter made by the Mortgagor or on Mortgagor's behalf;

         TOGETHER WITH all easements,  rights-of-way,  strips and gores of land,
streets,  ways,  alleys,   passages,  sewer  rights,  rights,  title,  interest,
privileges, liberties, tenements, hereditaments and appurtenances whatsoever, in
any way belonging,  relating or appertaining to any of the property  hereinabove
described or which hereafter  shall in any way belong,  relate or be appurtenant
thereto, whether now owned or hereafter acquired by Mortgagor, and the reversion
and reversions,  remainder and remainders,  rents, issues,  profits thereof, and
all the estate, right, title, interest,  property,  possession, claim and demand
whatsoever,  at law as well as in equity,  of Mortgagor  of, in and to the same,
including, but not limited to, all judgments, awards of damages, and settlements
hereafter  made  resulting  from  condemnation  proceedings or the taking of the
Mortgaged  Property or any part thereof under the power of eminent  domain,  the
alteration of the grade of any street, or for any damage (whether caused by such
taking or otherwise) to the  Mortgaged  Property or any part thereof,  or to any
rights appurtenant  thereto, and all proceeds of any sales or other dispositions
of the Mortgaged Property or any part thereof;

         TOGETHER WITH all rents, royalties,  issues,  profits,  revenue, income
and other  benefits  from the  Mortgaged  Property  to be  applied  against  the
indebtedness secured hereby,  provided however,  that permission is hereby given
to Mortgagor so long as no default has occurred hereunder, to collect,  receive,
take, use and enjoy such rents,  royalties,  issues, profits,  revenue,  income,
licenses,  foreclosures,  concessions, and other benefits as they become due and
payable,  but not in advance  thereof.  The foregoing  assignment shall be fully
operative   without  any  further  action  on  the  part  of  either  party  and
specifically Mortgagee shall be entitled, at its option upon the occurrence of a


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default hereunder, to all rents, royalties, issues, profits, revenue, income and
other  benefits from the  Mortgaged  Property,  whether or not  Mortgagee  takes
possession of the Mortgaged Property. Upon any such notice of default hereunder,
the  permission  hereby given to  Mortgagor  to collect  such rents,  royalties,
issues, profits,  revenue, income and other benefits from the Mortgaged Property
shall terminate and such  permission  shall not be reinstated upon a cure of the
default without Mortgagee's  specific written consent.  Exercise of rights under
this paragraph and the application of such rents,  royalties,  issues,  profits,
revenue, income or other benefits to such indebtedness,  shall not cure or waive
any default or notice of default  hereunder or invalidate  any act done pursuant
hereto, but shall be cumulative and in addition to all other rights and remedies
to Mortgagee;

         TOGETHER WITH all right,  title and interest of Mortgagor in and to any
and all leases now or hereafter on or affecting the Mortgaged Property, together
with all security therefor and all monies payable thereunder,  subject, however,
to the  conditional  permission  hereinabove  given to  Mortgagor to collect the
rentals  under such lease.  The  foregoing  assignment of any lease shall not be
deemed to impose upon  Mortgagee any of the  obligations  or duties of Mortgagor
provided  in  any  such  lease,  and  Mortgagor  agrees  to  fully  perform  all
obligations  of the lessor  under all such  leases.  Upon  Mortgagee's  request,
Mortgagor  agrees  to send a  Mortgagee  a list  of all  leases  covered  by the
foregoing  assignment  and as any such lease shall expire or terminate or as any
new lease shall be made,  Mortgagor  shall so notify  Mortgagee in order that at
all times  Mortgagee  shall  have a current  list of all  leases  affecting  the
Mortgaged  Property.  Mortgagee shall have the right,  any time and from time to
time,  to notify any  lessee of the  rights of  Mortgagee  as  provided  by this
paragraph.  From  time to time,  upon  request  of  Mortgagee,  Mortgagor  shall
specifically  assign  to  Mortgagee  as  additional  security  hereunder,  by an
assignment  in writing  in form  approved  by  Mortgagee,  all right,  title and
interest  of  Mortgagor  in and to any and all  leases  now or  hereafter  on or
affecting the Mortgaged  Property,  together with all security therefore and all
monies payable  hereunder,  subject to the  conditional  permission  hereinabove
given to Mortgagor to collect the rentals under any such lease.  Mortgagor shall
also execute and deliver to Mortgagee any notification,  financing statement, or
other  document  reasonably  required  by  Mortgagee  to perfect  the  foregoing
assignment as to any such lease.  (This  instrument  constitutes an absolute and
present assignment of the terms, royalties,  issues, profits,  revenues,  income
and  other  benefits  from the  Mortgaged  Property,  subject,  however,  to the
conditional  permission  given to Mortgagor to collect,  receive,  take, use and
enjoy the same as provided hereinabove; provided, further, that the existence or
exercise  of such  right of  Mortgagor  shall not  operate  to  subordinate  the
assignment to any subsequent  assignment,  in whole or in part, by Mortgagor and
any such  subsequent  assignment by Mortgagor  shall be subject to the rights of
the Mortgagee hereunder);

         TOGETHER WITH a security  interest in (i) all  property,  equipment and
fixtures affixed to or located on the Mortgaged Property,  which, to the fullest
extent  permitted  by law,  shall  be  deemed  fixtures  and a part of the  real
property,  (ii) all articles of personal property and all materials delivered to
the Mortgaged  Property for the use and operation of said property or for use in
any  construction  being conducted  thereon,  and owned by Mortgagor;  (iii) all
contract  rights,   including   construction   contracts,   service   contracts,
advertising  contracts,  purchase orders,  equipment leases,  all other contract
rights associated with the Mortgaged Property, general intangibles,  actions and
rights of action, all deposits prepaid expenses,  permits,  licenses,  including
all rights to  insurance  proceeds,  (iv) all right,  title and  interest of the
Mortgagor in all tradenames and trademarks  hereinafter  used in connection with


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the use of the Mortgaged Property, and (v) all proceeds, products, replacements,
additions,  substitutions,  renewals  and  accessions  of any of the  foregoing.
Mortgagor hereby grants to Mortgagee, as a secured party, a security interest in
all fixtures,  rights in action and personal  property  described  herein.  This
Mortgage is a self-operative  security  agreement with respect to such property,
but  Mortgagor  agrees to  execute  and  deliver on demand  such other  security
agreements,  financing statements and other instruments as Mortgagee may request
in order to perfect  its  security  interest  or to impose the lien  hereof more
specifically  upon any of such property.  In addition to those specified  herein
Mortgagee  shall have all the rights and  remedies of a secured  party under the
Uniform Commercial Code.

         PROVIDED,  HOWEVER, that these presents are upon the condition that, if
the  Mortgagor  shall pay or cause to be paid to the Mortgagee the principal and
interest  payable in respect to the dates on the day or days when payment  shall
become due, all without  deduction or credit for taxes or other similar  charges
paid by the Mortgagor,  and shall keep, perform and observe all and singular the
covenants and promises in the Note, and any renewal, extension, consolidation or
modification  thereof,  and in this Mortgage expressed to be kept, performed and
observed by and on the part of the  Mortgagor,  all without  fraud or delay then
this Mortgage and all the properties,  interest and rights  granted,  bargained,
sold, liened, remised, released,  conveyed,  assigned,  transferred,  mortgaged,
hypothecated,  pledged,  delivered,  set over,  warranted and  confirmed,  shall
cease,  terminate  and be void,  but shall  otherwise  remain in full  force and
effect.

                                   ARTICLE ONE

                        PARTICULAR COVENANTS OF MORTGAGE

         1.01  PERFORMANCE  OF NOTE AND MORTGAGE.  The  Mortgagor  will perform,
observe and comply with all  provisions  hereof,  of the Note secured hereby and
any of the other Loan Documents,  and will promptly pay to the Mortgagee the sum
of money expressed in the Note with interest thereof and all other sums required
to be paid by the  Mortgagor  pursuant  to the  provisions  of the  Note and the
Mortgage on the day or days when payment shall become due, all without deduction
or credit for taxes or other similar  charges paid by the Mortgagor,  time being
of the essence for such payments.

         1.02 WARRANTY OF TITLE. The Mortgagor covenants that it is indefeasibly
seized of the Land in fee simple, has good, marketable and absolute title to the
Mortgaged  Property  and has full power and lawful  right to convey and mortgage
the same in the manner and form aforesaid.  That the Mortgaged  Property is free
from all encumbrances  except taxes for the current year and any other permitted
encumbrance   as  shown  on  the  Title   Commitment   delivered   to  Mortgagee
simultaneously  herewith. The Mortgage hereby makes further assurance to perfect
fee simple title to the Land in the Mortgagee as may be reasonably required. The
Mortgagor does hereby fully warranty the title to the Mortgaged Property against
claims of all persons whomsoever.


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         1.03  TAXES, LIENS AND UTILITY CHARGES.

                  (a) The  Mortgagor  covenants  and  agrees to  deliver  to the
         Mortgagee,  on or before April 1, of each year, tax receipts evidencing
         the payment of all lawfully  imposed taxes upon the Mortgaged  Property
         for  the  immediately  preceding  calendar  year;  to  deliver  to  the
         Mortgagee  receipts  evidencing the payment of all liens,  levies,  and
         assessments for public  improvements within thirty (30) days after same
         shall  become due and payable;  and to pay or discharge  within 30 days
         after the due date, any and all governmental levies that may be made on
         the  Mortgaged  Property,  on this Mortgage or the Note or in any other
         way resulting from the mortgage  indebtedness secured by this Mortgage.
         Mortgagor  shall  have the right to contest  the  payment of ad valorem
         real property taxes pursuant to and in accordance with applicable state
         and local law.  Mortgagor agrees to supply proof of such contest to the
         Mortgagee on or before November 1 of each year.

                  (b) The Mortgagor shall not permit any mechanic's,  laborer's,
         statutory or other lien to be created or to remain outstanding upon any
         of the  Mortgage  Property  and shall  cause  same to be  released  and
         discharged, or transferred to Bond as permitted by law, on demand or as
         provided for in any collateral loan agreement pertaining thereto.

                  (c) In  the  event  of the  passage  of  any  state,  federal,
         municipal  or  other  governmental  law,  order,  rule  or  regulation,
         subsequent to the date hereof,  in any manner changing or modifying the
         laws now in force  governing the taxation of mortgages or debts secured
         by  mortgages,  or the manner of  collecting  taxes so as to  adversely
         affect the Mortgage, at the option of the Mortgagee, the entire balance
         of the principal sum secured by this Mortgage and all interest  accrued
         thereon shall without notice become  immediately due and payable unless
         the  Mortgage  shall and does in a proper and legal  manner pay any and
         all sums of whatever  kind which may be incurred or charged  under such
         new or modified laws.

                  (d)  Mortgagor  shall,  upon the  request of  Mortgagee,  make
         monthly deposits with Mortgagee on the date of such regular installment
         of interest as required by the Note secured hereby (or on the first day
         of each month if the  interest  payments  are due other than  monthly),
         until  the Note is  fully  paid,  in an  amount  equal  to  one-twelfth
         (1/12th)  of  such   proportionate   share  of  the  yearly  taxes  and
         assessments  as estimated by the  Mortgagee to be  sufficient to enable
         the  Mortgagee to pay at least thirty (30) days before they become due,
         all taxes,  assessments and other similar charges against the Mortgaged
         Property or any part  thereof.  Such added payment shall not be, nor be
         deemed to be, trust funds, but may be commingled with the general funds
         of the  Mortgagee,  and no interest  shall be payable to Mortgagor with
         respect thereof. Upon demand of the Mortgagee,  the Mortgagor agrees to
         deliver to the  Mortgagee  such  additional  monies as are  required to
         makeup  any  deficiencies  in  the  amounts  necessary  to  enable  the
         Mortgagee to pay such taxes,  assessments  or similar  charges.  In the
         event of a default by the  Mortgagor in the  performance  of any of the
         terms,  covenants  and  conditions of this Mortgage or the Note secured
         hereby,  the  Mortgagee may apply to the reduction of the principal sum
         or any other sum secured  hereby in such manner as the Mortgagee  shall
         determine,  any amount  under  this  Paragraph  1.03(d) of Article  One
         remaining to the Mortgagor's credit.


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                  (e) The  Mortgagor  will pay when due and will not  suffer  to
         remain  outstanding,  all taxes,  assessments and other similar charges
         and any charges for utilities,  whether public or private, with respect
         to the Mortgaged Property.

         1.04 NO TAX  CREDITS.  The  Mortgagor  will not  claim or  demand or be
entitled to receive any credit or credits on the  principal or interest  payable
under the terms of the Note or on any other sums secured hereby,  for so much of
the taxes,  assessments or similar  impositions  assessed  against the Mortgaged
Property or any part  thereof,  as are  applicable to the  indebtedness  secured
hereby or to the Mortgagee's  interest in the Mortgaged  Property.  No deduction
shall be claimed from the taxable  value of the  Mortgaged  Property or any part
thereof by reason of the Note or Mortgage.

         1.05  INSURANCE.

                  (a)  Mortgagor  shall at its sole expense  obtain for delivery
         to, and maintain for the benefit of,  Mortgagee  during the life of the
         Mortgage,  public  liability  insurance  in such  amounts  and for such
         periods as Mortgagee may require.  Mortgagor  shall pay promptly,  when
         due, all premiums on the insurance policies and renewals.

                  (b)  Mortgagor  shall  carry  Builder's  Risk  Insurance  once
         vertical  improvements  have commenced and shall keep the  improvements
         now existing or hereafter  erected on the Mortgaged  Property,  insured
         against loss by fire or other hazards,  casualties,  and contingencies,
         including  but not  limited  to  flood,  in such  amounts  and for such
         periods as may be required by Mortgagee,  and to pay promptly when due,
         all premiums on such insurance policies or renewals.

                  (c) All  insurance  shall be carried on companies  approved by
         the Mortgagee as to financial  standing according to such guidelines as
         may be adopted  from time to time by  Mortgagee,  and the  policies and
         renewals  thereof  shall be held by Mortgagee  and shall have  attached
         thereto loss payable  clauses in favor of and in form acceptable to the
         Mortgagee.  At least thirty (30) days prior to the  expiration  date of
         all such policies, renewals thereof satisfactory to the Mortgagee shall
         be delivered  to the  Mortgagee.  The  Mortgagor  shall  deliver to the
         Mortgagee  receipts  evidencing  the  payment  of  all  such  insurance
         policies and  renewals.  The delivery of the insurance  policies  shall
         constitute an assignment, as further security of all unearned premiums.
         In the event of loss,  Mortgagor will give immediate  notice by mail to
         Mortgagee  and Mortgagee may make proof of loss if not made promptly by
         Mortgagor,  and each insurance  company  concerned is hereby authorized
         and  directed  to make  payment  for such loss  directly  to  Mortgagee
         instead of to  Mortgagor  and  Mortgagee  jointly,  and so long as this
         Mortgage is current and the  Mortgage is not in default  hereunder  the
         insurance proceeds or any part thereof shall be applied by Mortgagee to
         the restoration or repair of the property damage provided the insurance
         proceeds  are  sufficient  to cover all costs of such  restoration  and
         repair.  In the event of foreclosure of this Mortgage or other transfer
         of  title  to  the  Mortgaged   Property  in   extinguishment   of  the
         indebtedness  secured  hereby,  all right,  title and  interest  of the
         Mortgagor in and to any insurance  policies then in force shall pass to
         the purchaser or grantee.


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                  (d)  Mortgagor  shall,  upon the  request of  Mortgagee,  make
         monthly deposits with Mortgagee on the date of each regular installment
         of interest as required by the Note secured hereby (or on the first day
         of each month if the  interest  payments  are due other than  monthly),
         until the Note is fully paid, in an amount equal to one-twelfth  (1/12)
         or such  proportionate  share of the yearly  premium for  insurance  as
         shall enable  Mortgagee to pay for the  insurance  premiums  due.  Such
         added payments shall not be, nor be deemed to be, trust funds,  but may
         be commingled with the general funds of the Mortgagee,  and no interest
         shall be payable to Mortgagor with respect thereof.  Upon demand of the
         Mortgagee,  the  Mortgagor  agrees to  deliver  to the  Mortgagee  such
         additional  monies as are necessary to make up any  deficiencies in the
         amounts  necessary  to  enable  the  Mortgagee  to pay  such  insurance
         premiums when due.

         1.06  CONDEMNATION.  If all or any part of the Mortgaged Property shall
be damaged or taken through  condemnation (which term when used in this Mortgage
shall  include  any  damage  or taking by any  governmental  authority,  and any
transfer by private sale in lieu thereof,  either  temporarily or  permanently),
the entire  indebtedness  secured  hereby  shall at the option of the  Mortgagee
become  immediately  due and  payable if the  Mortgagee  in its sole  discretion
determines  that its security  under this  Mortgage is impaired.  The  Mortgagee
shall be entitled to all compensation,  awards, and any other payments of relief
therefore  and is hereby  authorized,  at its option to commence,  appear in and
prosecute, in its own or the Mortgagor's name, any action or proceeding relating
to any  condemnation,  and to  settle  or  compromise  any  claim in  connection
therewith. All such compensation,  awards, damages, claims, rights of action and
proceeds  and the rights  thereto are hereby  assigned by the  Mortgagor  to the
Mortgagee,  who after deducting therefrom all its expenses including  attorneys'
fees,  may release any monies so  received by it without  affecting  the lien of
this  Mortgage  or may apply  the same in such  manner  as the  Mortgagee  shall
determine,  to the reduction of the sums secured hereby, and any balance of such
monies then remaining  shall be paid to the Mortgagor.  The Mortgagor  agrees to
execute such further assignments of any compensations,  awards, damages, claims,
rights of action and proceeds as the Mortgagee may require.

         1.07  CARE OF PROPERTY.

                  (a) The  Mortgagor  shall  preserve and maintain the Mortgaged
         Property in good  condition and repair.  Mortgagor  shall not remove or
         demolish  any building  presently on or hereafter  existing on the Land
         without  the  written  consent of the  Mortgagee.  Mortgagor  shall not
         permit, commit or suffer any waste,  impairment or deterioration of the
         Mortgaged Property or of any part thereof, and will not take any action
         which will  increase the risk of fire or other hazard to the  Mortgaged
         Property or to any part thereof.

                  (b)  Except  as  otherwise   provided  herein,  no  buildings,
         fixtures,  personal  property,  or other part of the Mortgaged Property
         shall be removed, demolished or substantially altered without the prior
         written  consent of the Mortgagee.  The Mortgagor may sell or otherwise
         dispose of, free from the lien of the Mortgage, furniture, furnishings,
         equipment,  tools,  appliances,  machinery,  fixtures or appurtenances,
         subject to the lien  hereof,  which may become  worn out,  undesirable,
         obsolete,  disused  or  unnecessary  for  use in the  operation  of the


                                       7


         Mortgaged Property,  not exceeding in value the replacement of same by,
         substituting  for  the  same,  other   furniture,   equipment,   tools,
         appliances,  machinery fixtures or appurtenances not necessarily of the
         same  character,  but of at  least  equal  value to the  Mortgagor  and
         costing not less than the amount  realized  from the  property  sold or
         otherwise  disposed of, which shall forthwith  become,  without further
         action, subject to the lien of this Mortgage.

                  (c) If the  Mortgaged  Property or any part thereof is damaged
         by fire or any other cause, the Mortgagor shall give immediate  written
         notice of same as soon as practicable to Mortgagee.

                  (d) The  Mortgagee is hereby  authorized  to enter upon and to
         inspect the Mortgaged Premises at any time during normal business hours
         during the life of this Mortgage.

                  (e) The Mortgagor  will  promptly  comply with all present and
         future laws,  ordinances,  rules and  regulations  of any  governmental
         authority affecting the Mortgaged Property or any part thereof.

                  (f) If all or any  part of the  Mortgaged  Property  shall  be
         damaged by fire or other casualty, the Mortgagor shall promptly restore
         the  Mortgaged  Property to the  equivalent  of its original  condition
         regardless  of whether  or not there  shall be any  insurance  proceeds
         therefor.  If a part of the  Mortgaged  Property  shall  be  physically
         damaged through  condemnation,  the Mortgagor  shall promptly  restore,
         repair or alter the remaining property in a manner  satisfactory to the
         Mortgagee.

                  (g) If any work required to be performed  under this Paragraph
         1.07 of Article One, no such work shall be  undertaken  until plans and
         specifications  therefor,  prepared  by an  architect  and/or  engineer
         satisfactory  to the Mortgagee,  have been submitted to and approved by
         the Mortgagee.

         1.08 FURTHER  ASSURANCES.  Mortgagor will make,  execute and deliver to
the Mortgagee and, where  appropriate,  shall cause to be recorded  and/or filed
and from time to time  thereafter to be re-recorded  and/or refiled at such time
and in such offices and places as shall be deemed  desirable  by the  Mortgagee,
any  and  all  such  further   mortgages,   instruments  of  further  assurance,
certificates  and other  documents as may, in the opinion of the  Mortgagee,  be
necessary or desirable in order to effectuate, complete, perfect, or to continue
and preserve:

                  (a) The  obligation of the  Mortgagor  under this Mortgage and
         Note secured hereby, and

                  (b) The lien of this Mortgage as a first lien, upon all of the
         Mortgaged  Property,  whether  now owned or  hereafter  acquired by the
         Mortgagor.

         Upon any failure by the  Mortgagor  to do so, the  Mortgagee  may make,
execute,  record,  file,  re-record  and/or re-file any and all such  mortgages,
instruments,  certificates  and documents for and in the name of the  Mortgagor,


                                       8


and the Mortgagor  hereby  irrevocably  appoints the Mortgagee the agent and the
attorney-in-fact for the Mortgagor to do so.

         1.09 AFTER ACQUIRED PROPERTY.  The lien of this Security Agreement will
automatically  attach,  without  further  act,  to all after  acquired  property
attached  to or used in the  operation  of the  Mortgaged  Property  or any part
hereof.

         1.10 LEASES  AFFECTING  MORTGAGED  PROPERTY.  The Mortgagor will comply
with and observe its  obligations  as landlord  under any leases  affecting  the
Mortgaged  Property or any part thereof.  Mortgagor will furnish  Mortgagee with
executed copies of all leases hereafter created on said premises, and all leases
hereafter  entered into will be in form and substance subject to the approval of
Mortgagee. The Mortgagee specifically reserves the right to approve all proposed
lessees as to  financial  capabilities.  Unless  otherwise  herein  specifically
provided,  all leases shall be inferior and  subordinate  in all respects to the
lien of this Mortgage,  and the terms of each lease shall so provide.  Mortgagor
will  not,  without  the  express  written  consent  of the  Mortgagee,  modify,
surrender or terminate, either orally or in writing, any lease hereafter created
upon the  Mortgaged  Property,  nor will the  Mortgagor  permit an assignment or
sub-lease without the express written consent of the Mortgagee.  Mortgagor shall
not  accept  payment of rent more than two (2)  months in  advance  without  the
express  written  consent of the Mortgagee.  If requested by the Mortgagee,  the
Mortgagor will specifically  assign to the Mortgagee as additional  security any
and all such leases hereafter created, including, without limitation, all rents,
royalties,  issues and profits of the premises from time to time  accruing,  the
parties hereto acknowledging that this Mortgage constitutes a general assignment
of any and all such future leases. Mortgagor hereby represents that there are no
leases or agreements  to lease all or any part of the mortgaged  property now in
effect, except as previously disclosed by Mortgagor to Mortgagee.

         1.11  EXPENSES.  Mortgagor  shall pay, or reimburse  Mortgagee  for all
costs,  charges and expenses,  including  reasonable  attorneys' fees, including
appellate  proceedings,  and  disbursements,  and  costs of  abstracts  of title
incurred  or paid by  Mortgagee  in any action,  proceeding  or dispute in which
Mortgagee  is made a part or appears  as a party  plaintiff  or party  defendant
because of the failure of the Mortgagor promptly and fully to perform and comply
with all conditions and covenants of this Mortgage and the Note secured  hereby,
including but not limited to, the foreclosure of this Mortgage,  condemnation of
all or part of the  Mortgaged  Property,  or any action to protect the  security
thereof.  All costs,  charges and expenses so incurred by Mortgagee shall become
due and payable  whether or not there be notice,  demand,  attempt to collect or
suit  pending.  The  amounts so paid or  incurred by  Mortgagee,  together  with
interest  thereon  at the  default  rate as  hereinafter  defined  from the date
incurred until paid by Mortgagor, shall be secured by the lien of this Mortgage.

         1.12 MORTGAGEE'S PERFORMANCE OF DEFAULTS.  Except as otherwise provided
for  herein,  if the  Mortgagor  shall be in default  in the  payment of any tax
assessment,  encumbrance  or other  imposition,  or in its obligation to furnish
insurance  hereunder  or  performance  or  observance  of  any  other  covenant,
condition or term in this Mortgage,  the Mortgagee,  may, at its option, without
waiving or  affecting  its option to  foreclose or any other rights to which the
Mortgagee  may be  entitled  hereunder,  perform  or observe  the same,  and all
payments  made or costs or expenses  incurred  by the  Mortgagee  in  connection
therewith,  shall be  secured  hereby  and  shall be  immediately  repaid by the


                                       9


Mortgagor  to the  Mortgagee,  with  interest  thereon  at the  default  rate as
hereinafter  defined.  Nothing  contained herein shall be construed as requiring
Mortgagee  to  advance  or  expend  monies  for any  purpose  mentioned  in this
paragraph.  The  Mortgagee  is  hereby  empowered  to enter  upon the  Mortgaged
Property or any part thereof for the purpose of performing or observing any such
defaulted covenant,  condition or terms,  without thereby becoming liable to the
Mortgagor or any person in possession holding under the Mortgagor.

         1.13 BOOKS AND RECORDS.  The Mortgagor shall keep and maintain,  at all
times,  full,  true and  accurate  books of accounts  and  records,  adequate to
reflect correctly the results of the operation of the Mortgaged  Property.  Upon
request of the Mortgagee, the Mortgagor will furnish to the Mortgagee, within 90
days after the end of each  annual  fiscal  period of the  Mortgagor,  a balance
sheet and a statement  of income and  expenses,  both in  reasonable  detail and
certified by Borrowers chief  financial  officer or if there is none then by any
authorized  party to act on behalf of the Borrower,  and, if applicable,  a rent
schedule of the Mortgaged  Property,  certified by an accounting  officer of the
Mortgagor,  showing  the name of each  tenant,  and for each  tenant,  the space
occupied, the lease expiration date and the rent paid.

         1.14 ESTOPPEL AFFIDAVITS. The Mortgagor,  within ten days after written
request  from  the   Mortgagee,   shall  furnish  a  written   statement,   duly
acknowledged,  setting forth the unpaid  principal of, and interest on, the Note
and whether or not any offsets or defenses  exist  against  such  principal  and
interest.  Upon request setting forth the current unpaid  principal  balance and
interest on the Note and whether any defaults exist thereunder.

                                   ARTICLE TWO

                                    DEFAULTS

         2.01 EVENT OF DEFAULT. The term "Event of Default" wherever used in the
Mortgage, shall mean any one or more of the following events:

                  (a) Failure by Mortgagor  to pay,  within five (5) days of its
         due date any  installments of principal or interest due under the Note,
         or any deposits  for taxes and  assessments  or insurance  premiums due
         hereunder, or any other sums to be paid by Mortgagor hereunder or under
         any other instrument securing the Note.

                  (b) Failure by Mortgagor to duly keep, perform and observe any
         other  covenant,  condition or agreement in the Note,  this Mortgage or
         any of the other Loan  Documents for a period of thirty (30) days after
         the  Mortgagee  gives  written  notice  specifying  the breach.  If the
         default cannot be cured within such thirty (30) days, the  commencement
         of such  action to cure the  default and the  diligent  and  continuing
         effort to cure same shall be acceptable.

                  (c) If  Mortgagor  or any  endorser or  guarantor of this Note
         shall file a voluntary petition in bankruptcy or shall be adjudicated a
         bankrupt or insolvent, or shall file any petition or answer seeking any
         reorganization,  arrangement, composition,  readjustment,  liquidation,
         wage  earner's   plan,   assignment   for  the  benefit  of  creditors,
         receivership,  dissolution,  or  similar  relief  under any  present or


                                       10


         future Federal Bankruptcy Act or any other present or future applicable
         federal,  state or other statute or law, or shall seek or consent to or
         acquiesce in the appointment of any trustee,  receiver or liquidator of
         Mortgagor for all or any part of the  properties of Mortgagor or of any
         guarantor or endorser of the Note;  or if within thirty (30) days after
         commencement  of any proceeding  against  Mortgagor or any guarantor or
         endorser  of  the  Note,  seeking  any   reorganization,   arrangement,
         composition,  readjustment,  liquidation, dissolution, debtor relief or
         similar  relief  under any  present or future  federal,  state or other
         statute or law, such proceeding shall not have been dismissed or stayed
         on appeal; or if, within the thirty days after appointment  without the
         consent or acquiescence of Mortgagor or of any endorser or guarantor of
         the Note, of any trustee,  receiver,  or liquidator of Mortgagor or any
         endorser  or  guarantor  of the Note,  or of all or any  portion of the
         Mortgaged  Property,  such  appointment  shall not have been vacated or
         stayed on appeal or  otherwise;  or if within  ten (10) days  after the
         expiration  of any such  stay,  such  appointment  shall  not have been
         vacated.

                  (d) The entry by any court of last  resort of a decision  that
         an  undertaking  by the  Mortgagor  as herein  provided  to pay  taxes,
         assessments,  levies,  liabilities,   obligations  or  encumbrances  is
         legally  inoperative  or  cannot  be  enforced,  or in the event of the
         passage of any law changing in any way or respect the laws now in force
         for the taxation of mortgages or debts secured  thereby for any purpose
         or  the  manner  of  collection  of any  such  taxes,  so as to  effect
         adversely this Mortgage or the debt secured hereby unless the Mortgagor
         can and  does in a proper  and  legal  manner,  pay any and all sums of
         whatever  kind  which may be  incurred  or  charged  under  such new or
         modified law.

                  (e) If  foreclosure  proceedings  should be  instituted on any
         mortgage  inferior or superior to the Mortgage,  or if any  foreclosure
         proceeding is instituted on any lien of any kind which is not dismissed
         or  transferred  to bond  within  thirty  (30) days of the  service  of
         foreclosure proceedings on the Mortgagor.

                  (f) Any default under any mortgage superior or inferior to the
         Mortgage.

                  (g) Any  modification of any mortgage  superior or inferior to
         the Mortgage,  increase in the amount outstanding under any superior or
         inferior  mortgage,  whether pursuant to a future advance  agreement or
         otherwise,  or waiver of any principal or interest payments on any note
         or mortgage  superior or inferior to this  Mortgage,  or release of any
         guarantor or  modification  of any guaranty  affecting  any superior or
         inferior mortgage.

                  (h) Any  breach of any  warranty  or  material  untruth of any
         representation of Mortgagor contained in the Note, this Mortgage or any
         of the other Loan Documents.

                  (i) Any action prohibited by paragraph 3.01 infra.

                  (j)  Entry  into  a  management  contract  for  the  Mortgaged
         Property  or any  portion  thereof by the  Mortgagor  without the prior
         written consent of the Mortgagee.


                                       11


                  (k) Any default in connection with any ongoing borrowing which
         the Mortgagor or any  guarantor  hereof may have  outstanding  from the
         Mortgagee  or  any  of its  affiliates  during  the  pendency  of  this
         transaction  and  notwithstanding  anything to the  contrary  contained
         herein,  the  Mortgagee  shall not be  obligated  to release any of the
         Mortgaged  Property held as collateral hereby or in connection with any
         other loan so long as any loan given by the  Mortgagee to the Mortgagor
         or any  guarantor  is in default.  For the purpose of the  operation of
         this  subparagraph  (k),  borrowing and loans between the Mortgagee and
         any  guarantors  hereof  shall be defined as, and limited to,  those in
         which any one or more of the Guarantors  individually  or  collectively
         own a fifty-one (51%) percent interest in the borrower.

                  (l)  If  the   Mortgagor,   pursuant   to   Florida   Statutes
         697.04(1)(b),  as  amended  from time to time,  shall file for record a
         limitation of the maximum amount which may be secured by this Mortgage.

                  (m) If the Mortgagor  shall  terminate a Defined  Benefit Plan
         organized  under the Employee  Retirement  Income  Security Act of 1974
         (ERISA)  in force  as of the date  hereof  or at any  time  during  the
         pendency of this transaction.

         2.02  ACCELERATION  OF  MATURITY.  If an Event of  Default  shall  have
occurred and be continuing,  the Mortgagee may, at its sole option,  declare the
entire  principal  amount  of the Note then  unpaid,  and the  interest  accrued
thereon  to be due and  payable  immediately,  and upon  such  declaration  such
principal and interest shall forthwith  become and be due and payable,  as fully
and to the  same  effect  as if the  date  of such  declaration  were  the  date
originally specified for the maturity of the unpaid balance of the Note.

         2.03  MORTGAGEE'S RIGHT TO ENTER AND TAKE POSSESSION, OPERATE AND APPLY
INCOME.

                  (a) If  any  Event  of  Default  shall  have  occurred  and be
         continuing,   the  Mortgagor,  upon  demand  of  the  Mortgagee,  shall
         forthwith  surrender  to the  Mortgagee  the actual  possession  of the
         Mortgaged  Property,  and to the extent  permitted  by law the Mortgage
         itself,  or such  officers or agents as it may  appoint,  may enter and
         take  possession  of all the  Mortgaged  Property,  and may exclude the
         Mortgagor and its agents and employees wholly  therefrom,  and may have
         joint access with the  Mortgagor  to the books,  papers and accounts of
         the Mortgagor.

                  (b) If the Mortgagor shall, for any reason,  fail to surrender
         or deliver any such  Mortgaged  Property or any part thereof after such
         demand by the Mortgagee,  the Mortgagee may obtain a judgment or decree
         conferring on the Mortgagee the right to immediate possession of all or
         part of such Mortgaged Property to the Mortgagee, to the entry of which
         such judgment or decree the Mortgagor hereby specifically consents.

                  (c) The Mortgagor will pay to the Mortgagee,  upon demand, all
         expenses  of  obtaining   such   judgment  or  decree  and   reasonable
         compensation to the Mortgagee,  its attorneys and agents;  and all such


                                       12


         expenses and compensation  shall, until paid, be secured by the lien of
         this Mortgage.

                  (d) Upon every such entering upon or taking of possession, the
         Mortgagee  may hold,  store,  use,  operate,  manage  and  control  the
         Mortgaged Property and conduct the business thereof,  and, from time to
         time:

                     (i)   Make  all  reasonably  necessary,  as  determined  by
                           Mortgagee  in  its  sole   discretion,   maintenance,
                           repairs,    renewals,    replacements,     additions,
                           betterments and improvements thereto and thereon, and
                           purchase or otherwise  acquire  additional  fixtures,
                           personalty and other property.

                    (ii)   insure or keep the  Mortgaged  Property  insured  and
                           exercise  all the rights and powers of the  Mortgagor
                           in its name or otherwise, with respect to the same;

                   (iii)   manage  and  operate  the   Mortgaged   Property  and
                           exercise all rights and powers of the  Mortgagor  and
                           exercise  all the rights and powers of the  Mortgagor
                           in its name or otherwise, with respect to the same;

                    (iv)   enter into any and all agreements with respect to the
                           exercise  by  others  of  any of  the  powers  herein
                           granted by the Mortgagee,

all as  the  Mortgagee  from  time  to  time  may  determine  to be to its  best
advantage;  and the Mortgagee may collect and receive all the income,  revenues,
maintenance assessments,  special assessments,  rents, issues and profits of the
same, including those past due as well as those accruing  thereafter,  and after
deducting:

                           (aa) all  expenses of taking,  holding,  managing and
                  operating the Mortgaged Property  (including  compensation for
                  the services of all persons employed for such purposes);

                           (bb)  the  cost  of all  such  maintenance,  repairs,
                  renewals, replacements,  additions, betterments,  improvements
                  and purchases and acquisitions;

                           (cc) the cost of such insurance;

                           (dd) such taxes,  assessments and other charges prior
                  to the lien of this Mortgage as the Mortgagee may determine to
                  pay;

                           (ee) other proper charges upon the Mortgaged Property
                  or any part thereof; and

                           (ff)  the  reasonable   compensation   expenses,  and
                  disbursements of the attorneys and agents of the Mortgagee


                                       13


shall apply the remainder of the monies so received by the  Mortgagee,  first to
the  payment of accrual  interest;  second to the  payment of any  required  tax
deposit,  insurance deposit or expenses required by Mortgagee;  and third toward
the outstanding principal balance on the Note.

         2.04  MORTGAGEE'S  POWER OF  ENFORCEMENT.  If an Event of Default shall
have occurred and be continuing  the Mortgagee  may, at its sole option,  either
with or without entry or taking possession as hereinabove  provided or otherwise
proceed  by  suit or  suits  at law or in  equity  or by any  other  appropriate
proceeding or remedy (a) to enforce  payment of the Note or the  performance  of
any term hereof or any other right (b) to foreclose  this  Mortgage and to sell,
as an entirety or in separate lots or parcels, the Mortgaged Property, under the
judgment or decree of a court or courts of  competent  jurisdiction,  and (c) to
pursue any other remedy  available to it, all as the  Mortgagee  shall deem most
effectual for such purposes. Mortgagee may institute an action to foreclose this
mortgage  against the mortgaged  property or take such other action at law or in
equity for the  enforcement  of this  mortgage and  realization  on the mortgage
security or any other security herein or elsewhere  provided for, as the law may
allow,  and may proceed  therein to final  judgment and execution for the entire
unpaid balance of the principal  debt,  with interest at the rate  stipulated in
the note to the date of  default,  and,  thereafter,  at a rate that shall be 6%
higher than the rate in the note at the time of default, together with all other
sums due by Mortgagor in  accordance  with the  provisions  of the note and this
mortgage,  including  all sums that may have been lent by Mortgagee to Mortgagor
after the date of this  mortgage,  and all sums that may have been  advanced  by
Mortgagee for taxes, water or sewer rents, charges or claims,  payments on prior
liens, or insurance or repairs to the mortgaged property, and all costs of suit,
together with interest at such rate on any judgment  obtained by Mortgagee  from
and after the date of any  foreclosure  sale until actual payment is made of the
full amount due Mortgagee and of an attorneys' fees for collection that shall be
2% of the total of the foregoing sums but not less than $5000;  or Mortgagee may
foreclose  only as to the sum  past  due  with  interest  and  costs,  as  above
provided,  without injury to this mortgage or the  displacement or impairment of
the remainder of the lien thereof,  and, at such foreclosure sale, the mortgaged
property  shall be sold  subject to all  remaining  items of  indebtedness;  and
Mortgagee may again foreclose,  in the same manner, as often as there may be any
sum past due; or Mortgagee may enter into  possession of the mortgaged  property
with or without  legal action and by force,  if  necessary.  Mortgagee  may then
collect  therefrom  all rentals  (which term shall also include sums payable for
use  and   occupation)   and,  after  deducting  all  costs  of  collection  and
administration expenses, apply the net rentals to any or all of the following in
such order and amounts as Mortgagee, in Mortgagee's sole discretion,  may elect:
the payment of taxes,  water and sewer  rents,  charges  and  claims,  insurance
premiums,   and  all  other  carrying  charges;  the  maintenance,   repair,  or
restoration  of the mortgaged  property;  and on account and in reduction of the
principal  or  interest,  or both,  hereby  secured.  In and for  that  purpose,
Mortgagor  hereby  assigns to Mortgagee  all rentals due and to become due under
any lease or leases or rights to use and  occupation of the  mortgaged  property
hereafter created,  as well as all rights and remedies provided in such lease or
leases or at law or in equity for the collection of the rentals. Mortgagee shall
be  entitled to the  appointment  of a receiver  of all the rents,  issues,  and
profits,  as a matter of strict right,  regardless of the value of the mortgaged
property and the solvency or insolvency of Mortgagor and other persons liable to
pay such indebtedness.  Mortgagor hereby specifically waives the right to object
to the appointment of a receiver as aforesaid and hereby expressly consents that
such  appointment  shall be made as an admitted  equity and that the same may be
done without  notice to  Mortgagor.  The  Mortgagee  shall take action either by


                                       14


proceedings  or by the  exercise of its powers  with  respect to entry or taking
possession, as the Mortgagee may determine.

         2.05 LEASES. The Mortgagee, at the Mortgagee's option, is authorized to
foreclose  this  Mortgage  subject to the rights of any tenants of the Mortgaged
Property, and the failure to make any such tenants parties defendant to any such
foreclosure  proceedings  and to  foreclose  their  rights  will not be,  nor be
asserted to by the  Mortgagor,  a defense to any  proceedings  instituted by the
Mortgagor  to collect the sums  secured  thereby,  or any  deficiency  remaining
unpaid after the foreclosure sale of the Mortgaged Property.

         2.06   PRINCIPAL  AND  INTEREST   BECOME  DUE  ON   FORECLOSURE.   Upon
commencement  of suit or foreclosure of this Mortgage,  the unpaid  principal of
the Note,  if not  previously  declared due, and the interest  accrued  thereon,
shall at once become and be immediately due and payable.

         2.07 PURCHASE BY MORTGAGEE. Upon any such foreclosure sale, pursuant to
judicial  proceedings,  the  Mortgagee  may bid for and purchase  the  Mortgaged
Property  and,  upon  compliance  with the terms of sale,  may hold,  retain and
possess and dispose of such property in its own absolute right,  without further
accountability.

         2.08  APPLICATION OF  INDEBTEDNESS  TOWARD  PURCHASE  PRICE.  Upon such
foreclosure  sale,  pursuant  to judicial  proceedings,  the  Mortgagee  may, if
permitted by law,  after allowing for the proportion of the total purchase price
required to be paid in cash for the costs and expenses of the sale, compensation
and other charges, in paying the purchase price, apply to the purchase price any
portion of or all sums due to the Mortgagee under the Note and this Mortgage, in
lieu of cash to the amount which shall, upon distribution of the net proceeds of
such sale, be payable thereon.

         2.09 WAIVER OF APPRAISEMENT,  VALUATION, STAY, EXTENSION AND REDEMPTION
LAWS. The Mortgagor  agrees to the full extent permitted by law, that in case of
default on its part hereunder, neither the Mortgagor nor anyone claiming through
or  under  it shall  or will  set up,  claim  or seek to take  advantage  of any
appraisement, valuation, stay, extension, or redemption laws now or hereafter in
force,  in order to prevent or hinder the  enforcement  or  foreclosure  of this
Mortgage,  or the absolute sale of the Property being conveyed, to the final and
absolute  putting into  possession  thereof,  immediately  after such sale;  the
purchasers  thereof,  and the Mortgagor,  for itself and all who may at any time
claim  through or under it, hereby waive to the full extent that it may lawfully
do so, the  benefit  of all such laws,  and any and all right to have the assets
comprised  in the security  intended to be created  hereby  marshalled  upon any
foreclosure of the lien hereof and agrees that the Mortgagee or any court having
jurisdiction  to  foreclose  such  lien may sell the  Mortgaged  Property  as an
entirety.

         2.10  RECEIVER.  If an Event of Default shall occur and be  continuing,
then  upon  the  filing  of  a  complaint  or  other  commencement  of  judicial
proceedings to enforce the rights of the Mortgagee,  the Mortgagee to the extent
permitted  by law and without  regard to the value or  occupancy of the security
shall be entitled as a matter of right to the appointment of a receiver to enter


                                       15


upon and take possession of the Mortgaged  Property.  The receiver shall collect
all rents, revenues,  issues, income, products and profits thereof, pending such
proceedings and apply the same as the Court may direct.  The receiver shall have
all rights and powers  permitted under the laws of Florida and such other powers
as the court making such  appointment  shall  confer.  The  expenses,  including
receiver's fees, counsel fees, costs and agent's  commission,  incurred pursuant
to the powers herein  contained shall be secured by this Mortgage.  The right to
enter and take possession of, to manage and operate, the Mortgaged Property,  to
collect  the  rents,  issues and  profits  thereof,  whether  by a  receiver  or
otherwise,  shall be  cumulative  to any  other  right or  remedy  hereunder  or
afforded by law, and may be  exercised  concurrent  therewith  or  independently
thereof.  Mortgagee  shall be liable to account only for such rents,  issues and
profits  actually  received  by  Mortgagee,  whether  received  pursuant to this
Paragraph 2.10 or Paragraph  2.03 above.  Notwithstanding  the  appointment of a
receiver, trustee or other custodian, the Mortgagee shall be entitled as pledgee
to the possession and control of any cash, or other instruments at the time held
by, or payable or deliverable under the terms of this Mortgage to the Mortgagee.

         2.11 SUITS TO PROTECT THE MORTGAGED PROPERTY.  The Mortgagee shall have
power (a) to institute  and maintain such suits and  proceedings  as it may deem
expedient to prevent any waste or impairment  of the  Mortgaged  Property by any
acts which may be unlawful or any violation of the Mortgage,  (b) to preserve or
protect its  interest in the  Mortgaged  Property  and in the income,  revenues,
rents and profits arising  therefrom,  and (c) to restrain the enforcement of or
compliance with any legislation or other governmental  enactment,  rule or order
that may be  unconstitutional  or otherwise  invalid,  if the  enforcement or of
compliance  with,  such  enactment,  rule or order  would  impair  the  security
hereunder or be prejudicial to the interest of the Mortgagee.

         2.12  PROOFS OF  CLAIM.  In the case of any  receivership,  insolvency,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial proceedings  affecting the Mortgagor,  its creditors,  or its property,
the  Mortgagee,  to the extent  permitted by law, shall be entitled to file such
proofs of claim and other documents as may be necessary or advisable in order to
have the  claims of the  Mortgagee  allowed in such  proceedings  for the entire
amount due and payable by the  Mortgagor  under this Mortgage at the date of the
institution of such  proceedings and for any additional  amount which may become
due and payable by the Mortgagor hereunder after such date.

         2.13  ACCELERATION; APPLICATION OF MONIES BY MORTGAGEE.

                  (a) If default  shall be made in the payment of any amount due
         under the Mortgage or the Note secured hereby, then, upon demand of the
         Mortgagee,  the  Mortgagor  will pay to the Mortgagee the entire amount
         due and payable under the Note. If Mortgagor shall fail to pay the same
         forthwith upon such demand,  the Mortgagee shall be entitled to sue for
         and to  recover  a  judgment  for the whole  amount  so due and  unpaid
         together with costs,  which shall include the reasonable  compensation,
         expenses and  disbursements  of the  Mortgagee's  agents and  attorneys
         either before,  after or during the pendency of any proceedings for the
         enforcement of the Mortgage including appellate proceedings.  The right
         of the Mortgagee to recover such judgment  shall not be affected by any
         taking,  possession,  or foreclosure sale hereunder, or by the exercise
         of any other right, power or remedy for the enforcement of the terms of
         this  Mortgage,  or the  foreclosure  of the lien hereof.  In case of a
         foreclosure  sale  of  any  of  the  Mortgaged   Property  and  of  the


                                       16


         application  of the  proceeds of sale to the payment of the debt hereby
         secured,  the Mortgagee  shall be entitled to enforce payment of and to
         receive all amounts then  remaining  due and unpaid upon the Note,  and
         the  Mortgagee  shall be entitled to recover a judgment for any portion
         of the debt remaining unpaid, with interest.

                   (c) The  Mortgagor  agrees  to the  full  extent  that it may
         lawfully  so  agree,  that no  recovery  of any  such  judgment  by the
         Mortgagee  and no  attachment  or levy of any  execution  upon any such
         judgment upon any of the Mortgaged  Property or upon any other property
         shall in any manner or to any extent  release the lien of the  mortgage
         upon the Mortgaged Property or any part thereto for any liens,  rights,
         powers or remedies of the Mortgagee  hereunder,  but such lien, rights,
         powers and remedies shall continue unimpaired as before.

                  (d) Any monies thus  collected by the Mortgagee or received by
         the Mortgagee under this Paragraph 2.13 shall be applied as follows:

                  First, to the payment of the reasonable attorneys' fees, costs
         and expenses incurred by Mortgagee, its agents and attorneys, including
         but not limited to taxes paid, insurance premiums paid, receivers fees,
         etc.

                  Second,  toward  payment  of  accrued  interest  on the  Note,
         including the prepayment premium, if applicable.

                  Third, toward payment of the unpaid balance on the Note.

         2.14 DELAY OR OMISSION NO WAIVER.  No delay or omission of the Mortgage
or of any holder of the Note to exercise any right,  power,  or remedy  accruing
upon any default  shall  exhaust or impair any such  right,  power or remedy nor
shall same be construed  to be a waiver of any such  default,  or  acquiescence,
herein;  and  every  right,  power  and  remedy  given by this  Mortgage  to the
Mortgagee may be exercised by Mortgagee from time to time and as often as may be
deemed expedient by the Mortgagee.

         2.15 NO  WAIVER OF ONE  DEFAULT  TO  AFFECT  ANOTHER.  No waiver of any
default  hereunder  shall extend to or shall affect any  subsequent or any other
existing  default or shall  impair any  rights,  powers or  remedies  consequent
thereon. If the Mortgagee (a) grants forbearance or an extension of time for the
payment of any sums secured hereby,  (b) takes other or additional  security for
the payment thereof; (c) waives or does not exercise any right granted herein or
in the Note,  (d) releases any part of the  Mortgaged  Property from the Note or
Mortgage;  (e) consents to the filing of any map,  plat or replat  thereof,  (f)
consents to the  granting of any easement  thereon,  or (g) makes or consents to
any agreement  subordinating the lien hereof, any such act or omission shall not
release,  discharge,  modify,  change or affect the original liability under the
Note or otherwise of the Mortgagor or any subsequent  purchaser of the Mortgaged
Property  or any part  thereof,  or any maker,  co-signer,  endorser,  surety or
guarantor;  nor shall  any such act or  omission  preclude  the  Mortgagee  from
exercising  any right,  power or  privilege  herein  granted or  intended  to be
granted in the event of any other default then made or of any subsequent default
nor,  except as otherwise  expressly  provided in an instrument  or  instruments
executed by the Mortgagee,  shall the lien of this Mortgage be altered  thereby.


                                       17


In the event of the sale or transfer by  operation of law or otherwise of all or
any part of the Mortgaged Property, the Mortgagee,  without notice to any person
or corporation,  is hereby authorized and empowered to deal with any such vendee
or  transferee  with  reference to the  Mortgaged  Property or the  indebtedness
secured  hereby,  as fully  and to the same  extent  as it might  deal  with the
original  parties hereto and without in any way releasing or discharging  any of
the liabilities or undertakings hereunder.

         2.16  DISCONTINUANCE  OF PROCEEDINGS - DISPOSITION OF PARTIES RESTORED.
In case the Mortgagee  shall have proceeded to enforce any right or remedy under
this Mortgage by foreclosure,  entry or otherwise,  and such  proceedings  shall
have  been  discontinued  or  abandoned  for any  reason,  or  shall  have  been
determined  adversely to the  Mortgagee,  then in every such case, the Mortgagor
and the  Mortgagee  shall be  restored  to their  former  positions  and  rights
hereunder,  and all rights,  powers and remedies of the Mortgagee shall continue
as if no such proceeding has been taken.

         2.17 REMEDIES  CUMULATIVE.  No right, power or remedy conferred upon or
reserved by the Mortgagee by this  Mortgage,  is intended to be exclusive of any
other right,  power or remedy,  but each and every such right,  power and remedy
shall be  cumulative  and current  and shall be in addition to any other  right,
power and remedy  given  hereunder  or nor or  hereafter  existing  at law or in
equity or by statute.

         2.18 SUBROGATION.  The Mortgagee hereby is subrogated to the claims and
liens of all  parties  whose  claim or liens  are  discharged  or paid  with the
proceeds of the indebtedness secured by this Mortgage.

         2.19 ABSTRACT.  The Mortgagee reserves the right to require an abstract
of  title  prepared  by a  reputable  abstracting  company  acceptable  from the
earliest public records through a current date, of all instruments affecting the
title to the land recorded in the Public Records of the County in which the land
is located,  evidencing good and marketable  title to the land,  subject only to
such liens or  encumbrances  and such other  matters as shall be  acceptable  to
Mortgagee,  and once  received,  the abstract  shall belong to and remain in the
possession of the Mortgagee during the lien of this Mortgage.

                                  ARTICLE THREE

                            MISCELLANEOUS PROVISIONS

         3.01 NO TRANSFER. It is understood and agreed by Mortgagor that as part
of the inducement to Mortgagee to make the loan evidenced by the Note, Mortgagee
has  considered  and  relied  upon the  credit  worthiness  and  reliability  of
Mortgagor. Mortgagor covenants and agrees not to assign, sell, convey, transfer,
lease, enter into any management agreement,  or further encumber any interest in
or any part of the Mortgaged  Property  without the prior written consent of the
Mortgagee, and any such sale, conveyance,  transfer,  lease, or encumbrance made
without  Mortgagee's  prior written consent shall constitute an event of default
hereunder.  If the Mortgagor is not an individual,  it is further understood and
agreed that any assignment, sale, conveyance, transfer, encumbrance or pledge of


                                       18


any ownership  interest of the  Mortgagor,  including  without  limitation,  any
transfer of limited liability company membership  interests,  shares of stock or
control  in  Mortgagor,   whether  by  sale,   exchange,   conveyance,   merger,
consolidation,  or otherwise without the Mortgagee's prior written consent shall
be deemed a transfer of the Mortgaged Property and prohibited herein. Consent by
the Mortgagee shall be at the sole and absolute  discretion of the Mortgagee.  A
contract to deed or agreement for deed or  assignment of beneficial  interest in
any trust  shall  constitute  a  transfer  pursuant  to the  provisions  of this
paragraph.  If any person or entity , should  obtain any  interest in all or any
part of the Mortgaged Property, pursuant to the execution and enforcement of any
lien, security interest, or other right, whether superior,  equal or subordinate
to this Mortgage or the lien hereof, such event shall be deemed to be a transfer
by Mortgagor and an Event of Default hereunder.

         3.02 UNIFORM COMMERCIAL CODE. The parties agree that this Mortgage is a
security agreement under the Uniform Commercial Code for the purpose of creating
a lien on the Mortgaged Property.

         3.03  MODIFICATION.  It is understood and agreed that the Mortgagee may
at any  time,  without  notice  to  any  person,  grant  to  the  Mortgagor  any
modification of any kind or nature  whatsoever,  or allow any change or changes,
substitution or substitutions of any of the property  described in this Mortgage
or any other collateral which may be held by the Mortgagee without in any manner
affecting  the  liability of the  Mortgagor,  any endorsers or guarantors of the
indebtedness  hereby  secured  or any  other  person  for  the  payment  of said
indebtedness,  together  with  interest  and any other sums which may be due and
payable to the Mortgagee,  and also without in any manner affecting or impairing
the lien of this Mortgage upon the remainder of the Mortgaged Property and other
collateral  which is not changed or  substituted;  and it is also understood and
agreed that the Mortgagee may at any time, without notice to any person, release
any portion of the property  described in this Mortgage or any other collateral,
or any portion of any other  collateral  which may be held as  security  for the
payment  of  the  indebtedness  hereby  secured,  either  with  or  without  any
consideration  of such release or releases,  without in any manner effecting the
liability of the Mortgagor,  all endorsers or guarantors,  if any, and all other
persons  who are or shall be liable for the  payment of said  indebtedness,  and
without  affecting,  disturbing  or  impairing  in any  manner  whatsoever,  the
validity  and  priority of the lien of this  Mortgage for the full amount of the
indebtedness  remaining  unpaid,  together with all interest and advances  which
shall become payable,  upon the entire remainder of the Mortgaged Property which
is  unreleased,  and without in any manner  effecting or impairing to any extent
whatsoever  any and  all  other  collateral  security  which  may be held by the
Mortgagee.  It is  distinctly  understood  and agreed by the  Mortgagor  and the
Mortgagee that any release or releases may be made by the Mortgagee  without the
consent or approval of any other person or persons whomsoever.

         3.04 LEASING  COMMISSION.  Mortgagor  covenants that every agreement to
pay leasing  commissions  with respect to the leasing of space in the  Mortgaged
Property, or any part thereof, if any, are and shall be subject, subordinate and
inferior to the right of the Mortgagee,  so that in the event Mortgagee acquires
title to the Mortgaged  Property either at a foreclosure sale or by other means,


                                       19


Mortgagee will be exonerated and discharged from all liabilities for the payment
of any such commissions or compensations.

         3.05 FINANCIAL STATEMENTS. Mortgagor agrees to deliver quarterly to the
Mortgagee  financial  statements  (balance sheet and profit and loss statements)
prepared by a certified  public  accountant  approved by  Mortgagee  in form and
content satisfactory to Mortgagee ("Financial  Statements") of the Mortgagor and
Mortgagor further agrees on behalf of itself, and all guarantors,  co-makers and
endorsers  of  the  Note,  to  deliver  quarterly  to the  Mortgagee,  financial
statements of the Mortgagor and all guarantors,  co-makers and endorsers  within
30 days of the close of each  calendar-year  quarter along with a sworn itemized
statement  of all earnings and  expenses of the  Mortgaged  Property.  Mortgagor
agrees  to make the  books  and  accounts  relating  to the  mortgaged  property
available for inspection by Mortgagee,  or its representatives,  upon request at
any reasonable time. Mortgagor  acknowledges and agrees that this provision is a
material  consideration  of the  granting  of  this  Mortgage,  and  that if the
Mortgagor, and all guarantors, co-makers and endorsers fail or refuse to deliver
such financial  statements,  that such failure to delivery such statements shall
be considered an Event of Default,  and the Mortgagee may, at its option,  elect
to accelerate  the  remaining  unpaid  principal  balance due and payable on the
Note, together with all accrued interest, as if the Mortgagor had defaulted in a
payment due and payable  under the terms of the Note.  The form of the Financial
Statements  shall be subject to approval by  Mortgagee  and shall  include  such
supplemental  schedules as  Mortgagee  may  reasonably  require.  The  foregoing
notwithstanding, so long as Mortgagee is a subsidiary consolidated with a public
corporation  required  to file  statements  with  the  Securities  and  Exchange
Corporation,  delivery  of the  requisite  10-QSB  and 10-KSB  Statements  shall
satisfy the requirements of this section 3.05.

         3.06 MAXIMUM RATE OF INTEREST. Nothing herein contained nor in the Note
secured  hereby or any  instrument  or  transaction  related  thereto,  shall be
construed  or so operate as the  require  the  Mortgagor,  Maker,  or any person
liable for the payment of the loan made  pursuant to said Note,  to pay interest
in an amount or at a rate  greater than the maximum  allowed by law.  Should any
interest or other charges in the nature of interest paid by the Mortgagor, Maker
or any  parties  liable for the payment of the loan of interest in excess of the
maximum rate of interest allowed by applicable law, then any and all such excess
shall be and the same is hereby waived by the holder hereof, and all such excess
shall be  automatically  credited  against  and in  reduction  of the  principal
balance,  and any portion of said excess which  exceeds the  principal,  balance
shall be paid by the holder hereof to the Mortgagor, Maker or any parties liable
for the payment of the loan made  pursuant to said Note,  it being the intent of
the parties hereto that under no circumstances shall the Mortgagor, Maker or any
parties  liable  for the  payment  of the loan  hereunder,  be  required  to pay
interest in excess of the maximum rate allowed by law.

         3.07 DEFAULT  RATE.  The Default Rate of interest  shall be  applicable
subsequent  to an Event of  Default  as  defined  in  Paragraph  2.01 and  where
elsewhere  provided for in this Mortgage.  The Default Rate shall be the maximum
interest  rate per annum  permissible  under  Florida Law, or Federal Law in the
event Federal Law pre-empts Florida law or is otherwise applicable.


                                       20


         3.08 TIME IS OF THE ESSENCE.  It is specifically agreed that time is of
the essence in this Mortgage and that no waiver of any  obligation  hereunder or
of the obligation  secured  hereby shall at any time  thereafter be held to be a
waiver of the terms hereof or of the instrument secured hereby.

         3.09  ATTORNEYS' FEES AND EXPENSES.  Wherever  provision is made herein
for payment of reasonable  attorneys' fees or counsel fees or expenses  incurred
by the Mortgagee,  said provision shall include,  but not limited to, reasonable
attorneys'  or  counsels  fees or  expenses  incurred  in any and all  judicial,
bankruptcy,  reorganization,  administrative,  or other  proceedings,  including
appellate proceedings, whether such proceedings arise before or after entry of a
final judgment.

         3.10 FLORIDA CONTRACT.  This mortgage is made by Mortgagor and accepted
by Mortgagee in the State of Florida,  with reference to the laws of such State,
and shall be construed,  interpreted, enforced and governed by and in accordance
with such laws (excluding the principles  thereof  governing  conflicts of law),
and Federal law in the event and only in the event Federal law  pre-empts  State
law.

         3.11 SUCCESSORS, ASSIGNS INCLUDED IN PARTIES. Whenever in this mortgage
one of the parties hereto is named or referred to, the successors and assigns of
such party shall be included and all covenants and agreements  contained in this
Mortgage by or on behalf of the Mortgagor or by or on behalf of Mortgagee, shall
bind and inure to the benefit of their respective successors and assigns whether
so  expressed  or not.  Whenever  the  singular or plural  number,  masculine or
feminine or neuter gender is used herein, it shall equally include the other.

         3.12  NOTICE.

                  (a) Mortgagor.  Any notice, demand or instrument authorized by
         this Mortgage to be served on or give to the Mortgagor may be served on
         or given to the Mortgagor at:

                                    Enclaves of Eagle Nest LLC
                                    c/o Enclaves Group, Inc.
                                    45 Knollwood Road, Fifth Floor
                                    Elmsford, New York  10523

         or at such other  address as may have been  furnished in writing to the
         Mortgagee by the Mortgagor.

                  (b) Mortgagee.  Any notice, demand or instrument authorized by
         this Mortgage to be served on or give to the Mortgagor may be served on
         or given to the Mortgagor at:

                                    Magellan Mortgage Group
                                    314 Clematis Street, Suite 202
                                    West Palm Beach, FL  33401


                                       21


                  with a copy to:

                                    SCOTT A. ELK, ESQ.
                                    ELK,  BANKIER,  CHRISTU  &  BAKST,  LLP 4800
                                    North  Federal  Highway,  Suite  200-E  Boca
                                    Raton, Florida 33431

         or at such other  address as may have been  furnished in writing to the
         Mortgagor by the Mortgagee.

         3.13 HEADINGS. The headings of the articles,  sections,  paragraphs and
subdivisions of this Mortgage are for convenience of reference only, and are not
to be considered a part hereof,  and shall not limit or otherwise  affect any of
the terms hereof.

         3.14 INVALID PROVISIONS TO AFFECT NO OTHERS. In case any one or more of
the covenants,  agreements,  terms or provisions contained in this Mortgage, the
Note  or  any of  the  other  Loan  Documents,  shall  be  invalid,  illegal  or
unenforceable  in  any  respect,   the  validity  of  the  remaining  covenants,
agreements,  terms or provisions contained herein and in the Note shall be in no
way affected, prejudiced or disturbed thereby.

         3.15 BANKRUPTCY.  Mortgagor hereby agrees that, in consideration of the
recitals and mutual covenants  contained herein, and for other good and valuable
consideration,  including  the  loan  proceeds  of the  Note,  the  receipt  and
sufficiency of which is hereby agreed to,  Mortgagor  represents that it has not
(i) entered into any  reorganization,  arrangement,  composition,  readjustment,
liquidation,  dissolution, or similar relief under any present or future federal
or state act or law  relating to  bankruptcy,  insolvency,  or other  relief for
debtors,  (ii) sought or consented to or  acquiesced in the  appointment  of any
trustee,  receiver,  conservator,  or  liquidator,  (iii) is the  subject of any
order,  judgment,  or  decree  entered  by any court of  competent  jurisdiction
approving  a  petition   filed  against  such  party  for  any   reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution, or similar
relief  under any  present  or future  federal or state act or law  relating  to
bankruptcy,  insolvency,  or other relief for debtors.  Mortgagor  hereby agrees
that, in consideration of the recitals and mutual  covenants  contained  herein,
and for other good and valuable  consideration,  Mortgagor  hereby  acknowledges
that in the event that it shall (i) file in any  bankruptcy  court of  competent
jurisdiction  a petition in  bankruptcy  or be the subject of any  voluntary  or
involuntary  petition  under Title 11 of the U.S.  Code as amended  ("Bankruptcy
Code");  (ii) be the subject of any order of relief issued under the  Bankruptcy
Code; (iii) file or be the subject of any petition  seeking any  reorganization,
or arrangement, composition,  readjustment,  liquidation, dissolution or similar
relief  under any  present  or future  federal or state act or law  relating  to
bankruptcy,  insolvency,  or other  relief  for  debtors;  (iv)  have  sought or
consented  to or  acquiesced  in the  appointment  of any  trustee or  receiver,
conservator,  or liquidator;  or (v) be the subject or any order,  judgment,  or
decree entered by any court of competent jurisdiction approving a petition filed
against   Mortgagor,   for   any   reorganization,   arrangement,   composition,
readjustment,  liquidation,  dissolution, or similar relief under any present or
future federal or state act or law relating to bankruptcy,  insolvency, or other
relief for debtors under any present or future  federal or state law relating to
bankruptcy,  insolvency or relief for debtors,  then,  subject only to obtaining
prior court  approval,  and  without the need for any further  showing of cause,


                                       22


Mortgagee  shall  thereupon be entitled  to, and  Mortgagor  hereby  irrevocably
consents to the  granting of relief from any  automatic  stay imposed by Section
362 of the Bankruptcy Code, or otherwise, and waives any rights under Section 11
U.S.C.  Section  365,  on or against  the  exercise  of the rights and  remedies
otherwise  available to Mortgagor as provided by law, any legal action under the
Note, Mortgage,  and other Loan Documents  (including,  without limitation,  the
right of  Mortgagee to begin or complete  the  foreclosure  suit and sale of the
collateral) and otherwise provided by law, and Mortgagor  irrevocably waives its
respective right to object to such relief.  Mortgagor specifically agrees not to
directly or  indirectly  oppose,  interfere  with,  impede or  otherwise  defend
against  Mortgagee's  efforts  to gain  relief  from  the  automatic  stay or to
otherwise enforce its rights hereunder. The remedies described in this paragraph
are not  exclusive  and shall not limit  Mortgagee's  rights.  To the extent the
terms  and  conditions  of this  Article  3.15  are  unenforceable,  illegal  or
unconscionable, the same shall be deemed severed and deleted from this Mortgage,
and all other terms and conditions shall remain in full force and effect.

         3.16  ENVIRONMENTAL INDEMNITY.

                  (a)  COVENANTS,  REPRESENTATIONS  AND WARRANTIES OF MORTGAGOR.
         Mortgagor  covenants,  represents and warrants that: (a) no substances,
         including without limitation, asbestos or any substance containing more
         than  0.1  percent   asbestos,   the  group  of   compounds   known  as
         polychlorinated biphenyls, flammable explosives, radioactive materials,
         chemicals known to cause cancer or reproductive  toxicity,  pollutants,
         effluents,  contaminants,  emissions or related materials or substances
         (collectively  "Hazardous  Materials")  (any  mixture  of  a  Hazardous
         Material,  regardless of  concentration,  with other materials shall be
         considered   a   Hazardous   Material)   under  any  law   relating  to
         environmental  conditions and  industrial  hygiene,  including  without
         limitation,   the  Resource  Conservation  and  Recovery  Act  of  1976
         ("RCRA"),   42  .S.C.   Section   6901  et  seq.,   the   Comprehensive
         Environmental   Response,   Compensation  and  Liability  Act  of  1980
         ("CERCLA"), 42 U.S.C. Section 9601 et seq., as amended by the Superfund
         Amendments  and  Reauthorization  Act of 1986  ("SARA"),  the Hazardous
         Materials  Transportation  Act, 49 U.S.C.  Section 1801,  et seq.,  the
         Federal Water  Pollution  Control Act, 33 U.S.C.  Section 1251 et seq.,
         the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Toxic Substances
         Control Act, 15 U.S.C. Sections 2601-2629, the Safe Drinking Water Act,
         42 U.S. Section 300f et seq., and all similar federal,  state and local
         environmental statutes, ordinances and the regulations, orders, decrees
         now or hereafter promulgated thereunder  (collectively,  the "Hazardous
         Material  Laws"),  have been or shall be  installed,  used,  generated,
         manufactured, treated, handled, refined, produced, processed, stored or
         disposed of, or otherwise  present in, on or under the Property  except
         that this provision does not prohibit:  (1) the use of unrecycled  fuel
         oil as a boiler fuel; (2) the normal use of consumer  products;  or (3)
         the normal use of materials  such as cleaning  products,  copies toner,
         and similar  materials  routinely  used in office;  (b) no activity has
         been or shall be undertaken on the Property would case (1) the Property
         to become a hazardous  waste  treatment,  storage or disposal  facility
         within the meaning of, or otherwise bring the Property within the ambit
         of RCRA or any  Hazardous  Material  Law;  (2) a release or  threatened
         release of Hazardous  Material from the Property within the meaning of,
         or otherwise  bring the Property  within the ambit of CERCLA or SARA or
         any Hazardous  Material Law; or (3) the discharge of Hazardous Material
         into any  watercourse,  body of surface or subsurface water or wetland,


                                       23


         or the discharge  into the  atmosphere of any Hazardous  Material which
         would  require  a permit  under  any  Hazardous  Material  Law;  (c) no
         activity has been or shall be  undertaken  with respect to the Property
         which would cause a  violation  or support a claim under RCRA,  CERCLA,
         SARA or any Hazardous Material Law; (d) no underground storage tanks or
         underground  Hazardous  Material  deposits  are or were  located on the
         Property  and  subsequently  removed or filled;  (e) no  investigation,
         administrative  order,  litigation  or  settlement  with respect to any
         Hazardous  Materials is threatened or in existence  with respect to the
         Property;  and (f) no  notice  has been  served on  Mortgagor  from any
         entity,  governmental body, or individual claiming any violation of any
         Hazardous  Material  Law, or requiring  compliance  with any  Hazardous
         Material Law, or demanding  payment or contribution  for  environmental
         damage or injury to natural resources

                  (b) INDEMNITIES.  Mortgagor  hereby agrees to  unconditionally
         indemnify,  defend,  and hold Mortgagee  harmless against any (i) loss,
         liability,  damage,  expense or claim  arising from the  imposition  or
         recording of a lien, the incurring of costs of required repairs,  clean
         up or detoxification  and removal under any Hazardous Material Law with
         respect to the Property or  liability to any third party in  connection
         with any  violation  of a Hazardous  Material  Law and (ii) other loss,
         liability,  damage,  expense  or  claim  which  may be  incurred  by or
         asserted against  Mortgagee  directly or indirectly  resulting from the
         presence on or under,  or the  discharge,  emission or release from the
         Property into or upon the land, atmosphere, or any watercourse, body of
         surface or subsurface water or wetland,  arising from the installation,
         use,   generation,    manufacture,   treatment,   handling,   refining,
         production,  processing,  storage, removal, clean up or disposal of any
         Hazardous  Material  (as  defined  above)  whether  or  not  caused  by
         Mortgagor.

         Mortgagor  shall  pay when due any  judgments  or claims  for  damages,
         penalties or otherwise against  Mortgagee,  and shall assume the burden
         and expense of  defending  all suits,  administrative  proceedings  and
         resolutions of any description with all persons, political subdivisions
         or government agencies arising out of the occurrences set forth in this
         Agreement.  In the event that such  payment  is not made to  Mortgagee,
         Mortgagee  at its sole  discretion,  may  proceed to file suit  against
         Mortgagor to compel such payments.

         3.17 WAIVER OF JURY TRIAL. MORTGAGOR HEREBY KNOWINGLY,  VOLUNTARILY AND
INTENTIONALLY  WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
LITIGATION  BASED HEREON OR ARISING OUT OF,  UNDER,  OR IN  CONNECTION  WITH THE
MORTGAGE,  LOAN  DOCUMENTS,  AND ANY  DOCUMENT  CONTEMPLATED  TO BE  EXECUTED IN
CONNECTION  HEREWITH  OR ANY COURSE OF CONDUCT,  COURSE OF  DEALING,  STATEMENTS
(WHETHER  VERBAL OR  WRITTEN),  OR  ACTIONS OF ANY PARTY.  THIS  PROVISION  IS A
MATERIAL INDUCEMENT FOR MORTGAGEE ENTERING INTO THIS MORTGAGE.


                                       24


                                  ARTICLE FOUR

                              ADDITIONAL PROVISIONS

         4.01 LIMITATION ON ADDITIONAL FINANCING:  Mortgagor shall not undertake
additional  financing  secured  by any lien or  security  interest  on  property
encumbered  in favor of  Mortgagee to secure the loan  without  first  obtaining
Mortgagee's written consent. Any violation of the foregoing limitation shall, at
the option of Mortgagee, be deemed an event of default hereunder.

         4.02 COMPLIANCE WITH LAW AND  REGULATIONS:  Mortgagor shall comply with
all laws, ordinances,  regulations, and orders of all federal, state, municipal,
and other governmental authorities relating to the mortgaged property.

         4.03  INSPECTION:  Mortgagee  and any persons  authorized  by Mortgagee
shall have the right at any time, upon reasonable notice to Mortgagor,  to enter
the  mortgaged  property  at a  reasonable  hour to inspect and  photograph  its
condition and state of repair.

         4.04 MORTGAGOR'S WAIVERS: Mortgagor hereby waives and releases:

                  (a) all errors,  defects,  and imperfections in any proceeding
         instituted by Mortgagee under the note, this mortgage, or both of them;

                  (b) all benefit  that might  accrue to  Mortgagor by virtue of
         any present or future law exempting the mortgaged property, or any part
         of the proceeds  arising from any sale thereof from  attachment,  levy,
         sale on execution,  or providing  for any stay of execution,  exemption
         from civil process, or extension of time for payment; and

                  (c)  unless  specifically  required  herein,  all  notices  of
         Mortgagor's   default  or  of  Mortgagee's   election  to  exercise  or
         Mortgagee's  actual  exercise  of any  option  under  the  note or this
         mortgage.

         4.05  AMENDMENT:  This mortgage  cannot be changed or amended except by
agreement in writing signed by the party against whom  enforcement of the change
is sought.

         4.06 CONSTRUCTION:  Whenever used in this mortgage,  unless the context
clearly indicates a contrary intent:

                  (a) The word  "Mortgagor"  shall mean the person who  executes
         this mortgage and any  subsequent  owner of the mortgaged  property and
         his or her respective heirs, executors, administrators, successors, and
         assigns;

                  (b) The word  "Mortgagee"  shall mean the person  specifically
         named herein as "Mortgagee", or any subsequent holder of this mortgage;

                  (c) The word  "person"  shall  mean  individual,  corporation,
         partnership, or unincorporated association;

                  (d) The use of any gender shall include all genders;


                                       25


                  (e) The  singular  number  shall  include  the  plural and the
         plural the singular, as the context may require;

                  (f) If  Mortgagor  is more than one  person,  all  agreements,
         conditions, covenants, provisions,  stipulations, warrants of attorney,
         authorizations,  waivers, releases, options, undertakings,  rights, and
         benefits  made or given by  Mortgagor  shall be joint and  several  and
         shall bind and affect all  persons who are  defined as  "Mortgagor"  as
         fully as though all of them were specifically named herein wherever the
         word "Mortgagor" is used.

THIS IS A BALLOON  MORTGAGE  AND THE FINAL  PRINCIPAL  PAYMENT OR THE  PRINCIPAL
BALANCE DUE UPON MATURITY IS $1,250,000.00,  TOGETHER WITH ACCRUED INTEREST,  IF
ANY,  AND ALL  ADVANCEMENTS  MADE  BY THE  MORTGAGEE  UNDER  THE  TERMS  OF THIS
MORTGAGE.

         IN WITNESS WHEREOF the parties hereto have set their hands and seals on
the date first written above.

WITNESSES:                                    MORTGAGOR:

                                              ENCLAVES OF EAGLE NEST LLC

                                              By:  Enclaves Group, Inc., its
/s/ Faith Witt                                Managing Member
-------------------------------
Printed Name: Faith Witt

/s/ Charles Cirillo
-------------------------------
Printed Name: Charles Cirillo                 By: /s/ Daniel G. Hayes     (L.S.)
                                                  ------------------------------
                                                  Name:  Daniel G. Hayes
                                                  Title: President and CEO


                       (Acknowledgment on following page)



                                       26


STATE OF NEW YORK          )
                           ) ss:
COUNTY OF WESTCHESTER      )

         I  HEREBY  CERTIFY  that  on this  day,  before  me,  an  officer  duly
authorized  in the  State  aforesaid  and  in  the  County  aforesaid,  to  take
acknowledgements,  personally  appeared  Daniel G. Hayes,  President  and CEO of
Enclaves Group, Inc., a Delaware corporation, the Managing Member of ENCLAVES OF
EAGLE NEST LLC, a Florida limited liability company, who

[X] is personally known to me, or

[_] has produced ______________________ as identification

and who, being duly sworn,  executed the foregoing  instrument and  acknowledged
before me that he executed the same.

         WITNESS  my  hand  and  official  seal in the  County  and  State  last
aforesaid this 8 day of December, 2005.

                                                  /s/ David Jay Parker
                                                  ------------------------------
                                                           (Signature)
                                                  ______________________________
                                                           (Printed Name)
         My Commission Expires:
         My Commission No. is:


                                                   David Jay Parker
                                            Notray Public, State of New York
                                                    No. 02PA6105869
                                            Qualified in Westchester County
                                            Commission Expires Feb. 23, 2008



                                       27


                                    EXHIBIT A

                                LEGAL DESCRIPTION