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                                                                   EXHIBIT 10.12

Prepared by and return to:
TOHO HOLDINGS, INC.
3560 CYPRESS GARDENS ROAD
WINTER HAVEN, FLORIDA 33884

                                    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:

         Begin at a point of 551.9 feet East and 25 feet South of the Northwest
         corner of Section 1, Township 29 South, Range 26 East, run South 89
         degrees, 39 minutes, 30 seconds East along road right of way of 540A,
         70.1 feet, thence South 140 feet, West 70.1 feet, North 130 feet to the
         point of beginning; being part of Lots 6 and 7 of VILLA ESTATES
         SUBDIVISION, according to the plat thereof, recorded in Plat Book 14,
         Page 10, of the Public Records of Polka County, Florida.

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 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, 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

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         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:

                                        TOHO HOLDINGS, INC.

/s/ Richard J. Emry
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Witness Name: Richard J. Emry           BY: /s/ FRANK DOLNEY
              12-23-99                      ----------------------------
              Personally Known              FRANK DOLNEY, PRESIDENT

/s/ DEVIN EDWARDS
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Witness Name: DEVIN EDWARDS

                                             [STAMP OF RICHARD J. EMRY]