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                                                                   EXHIBIT 10.10

Prepared by and return to: Frank Dolney         INSTR # 2000006117
Toho Holdings, Inc.                             OR BK 04385 PG 1110
3560 Cypress Gardens Road                       RECORDED 01/12/2000 10:28 AM
Winter Haven, Florida 33884                     RICHARD M. WEISS CLERK OF COURT
                                                POLK COUNTY
                                                DOC TAX PD(F.S.201.08)    502.60
                                                INT. TAX PD(F.S.199)      287.16
                                                DEPUTY CLERK B Beachar

                                    MORTGAGE

THIS INDENTURE, Made this DECEMBER 13, 1999 by and between TOHO HOLDINGS, INC.,
A FLORIDA CORPORATION whose address is 3560 CYPRESS GARDENS ROAD, WINTER HAVEN,
FLORIDA 33884, hereinafter called the mortgagor, AND FIDRA HOLDINGS, LTD, whose
address is SUITE 1, WEST BAY STREET, P.O. BOX CB-11728, NASSAU, BAHAMAS,
hereinafter call the mortgagee:

         The terms "Mortgagor" and "Mortgagee" shall include heirs, personal
         representatives, successors, legal representatives and assigns, and
         shall denote the singular and/or the plural, and the masculine and/or
         the feminine and natural and/or artificial persons, whenever and
         wherever the context so admits or requires.

WITNESSETH, that the said Mortgagor, for and in consideration of the aggregate
sum named in the promissory note, a copy of which is attached hereto and made a
part hereof, the receipt of which is hereby acknowledged, does grant, bargain
and sell To the said Mortgagee, his successors and assigns, in fee simple, the
following described land, situate, lying and being in POLK COUNTY, FLORIDA
to-wit:

         Commence at the intersection of the Northerly right-of-way of
         Interstate 4 with the West boundary of Section 11, Township 27 South,
         Range 24 East, Polk County, Florida, run thence North 72 50' 19" East,
         along said right-of-way, a distance of 450 feet; thence leaving said
         right-of away, run North 00 11' 36" West, a distance of 535.10 feet for
         the point of beginning; thence continue North 00 11' 36" West, a
         distance of 598.47 feet; thence run North 81 28' 15" East, a
         distance of 145.42 feet; thence run North 00 10' 20" West, a distance
         of 370.35 feet to the Southerly right-of-way boundary of State Road 33;
         thence run North 72 50' 50" East, along the Southerly right-of-way
         boundary of said State Road 33, a distance of 154.69 feet; thence run
         South 00 00' 05" West, a distance of 882.63 feet; thence run South 62
         00' 04" West, along the centerline of a ditch as now located, a
         distance of 326.71 feet to the point of beginning.

And the said Mortgagor does hereby fully warrant the title to said land and will
defend the same against the lawful claims of all persons whomsoever.

PROVIDED ALWAYS, that if said Mortgagor, his successors or assigns, shall pay
unto the said Mortgagee, his successors or assigns, that certain promissory
note, of which a true and correct copy is attached, and of Mortgagor shall
perform, comply with and abide by each and every stipulation, agreement,
condition and convenient of said promissory note and of this mortgage, and
shall duly pay all taxes, all insurance premiums reasonably required, all costs
and expenses including reasonable attorneys fees that Mortgagee may incur in
collecting money secured by this mortgage, and also in enforcing this mortgagee
by suit or otherwise, then this mortgage and the estate hereby created shall
cease and be null and void.

Mortgagor hereby covenants and agrees:

1.       To pay the principal and interest and other sums of money payable by
         virtue of said promissory note and this mortgage, or either, promptly
         on the days respectively the same severally come due.

2.       To keep the buildings now or hereafter on the land insured for fire and
         extended coverage in a sum at least equal to the amount owed on the
         above described promissory note, and name the Mortgagee as loss payees,
         and to furnish Mortgagee with a copy of all current policies. if
         Mortgagor does not proved Mortgagee with copies of the policies showing
         Mortgagee as loss payee after 14 days written demand by Mortgagee, then
         Mortgagee may purchase such insurance and shall add any payments made
         for such policy to the principal balance owed on the mortgage.

                                               A TRUE COPY
                                               CERTIFICATION ON LAST PAGE
                                               RICHARD M. WEISS, CLERK OF COURTS

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                                                        POLK OR BK 04385 PG 1112

         and such payments shall accrue interest at the maximum rate of interest
         allowed by law. In the event any sum of money becomes payable under
         such policy. Mortgagee, his legal representatives, or assigns, shall
         have the option to receive and apply the same on account of the
         indebtedness hereby secured or to permit Mortgagor to receive and use
         it or any part thereof for repair or replacement, without hereby
         waiving or impairing any equity, lien or right under or by virtue of
         this mortgage. In the event of loss Mortgagor shall give immediate
         notice to Mortgagee.

3.       To permit, commit or suffer no waste, impairment or deterioration of
         the property, or any part thereof.

4.       To permit no other lien or mortgage to be placed ahead of this
         mortgage.

5.       Mortgagor shall provide proof of payment of annual real estate taxes by
         March 15, for the preceding years taxes. In the event that Mortgagor
         does not pay the taxes by such date, the Mortgagee may pay the taxes
         and the full amount of such payment by Mortgagee shall be added to the
         principal balance owed on the mortgage, and shall accrue interest at
         the maximum rate allowed by law.

6.       The Mortgagee may, at any time pending a suit upon this mortgage, apply
         to the court having jurisdiction thereof for the appointment of a
         receiver, and such court shall forthwith appoint a receiver, and such
         receiver shall have all broad and effective functions and powers in
         anywise entrusted by a court to a receiver, and such appointment shall
         be made by such court as an admitted equity and a matter of absolute
         right to said Mortgagee. The rents, profits; income, issues, and
         revenues shall be applied by such receiver according to the lien of
         this mortgage.

7.       If any of the sums of money due and owing to Mortgagee under the terms
         of the promissory note and this mortgage, including but not limited to
         any advance made by Mortgagee for the payment of insurance or taxes,
         are not paid within 15 days after the same become due and payable, or
         if each of the stipulations, agreements, conditions and covenants of
         the promissory note and this mortgage, or either, are not fully
         performed or complied with the aggregate sum owed on the promissory
         note shall become due and payable forthwith or thereafter at the option
         of Mortgagee, his successors, legal representatives, or assigns.

This mortgage and the note hereby secured shall be construed and enforced
according to the laws of the State of Florida.

The principal sum secured hereby, along with any interest to be paid in
accordance with the terms of the note secured hereby, shall immediately become
due and payable without notice, if a transfer of title to the premises by sale
or otherwise is made without the Mortgagee's written consent, while this
mortgage remains a lien thereon, at the option of Mortgagee, his successors,
legal representatives, or assigns.

Executed at POLK COUNTY, FLORIDA on the date written above.

Signed, sealed and delivered in the presence of:

The foregoing instrument was executed and acknowledged before me this
December 13, 1999, by FRANK DOLNEY, President of TOHO HOLDINGS, INC. who is
personally known to me.

/s/ RICHARD J. EMRY              TOHO HOLDINGS, INC.
-----------------------------
Witness Name: RICHARD J. EMRY    BY: /s/ FRANK DOLNEY
             [ILLEGIBLE]         ---------------------------
                                 FRANK DOLNEY, PRESIDENT
                                 3560 Cypress Gardens Rd, Winter Haven, FL 33884

/s/ DEVIN EDWARDS                [STAMP OF RICHARD J. EMRY]
-------------------------
Witness Name: DEVIN EDWARDS

                                 [STAMP OF RICHARD M WEISS, CLERK OF COURTS]