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                                                                   EXHIBIT 10.17

THIS INSTRUMENT PREPARED BY:                 INSTR # 2001189639
ROBERT O. SAMMONS                            OR BK 04836 PG 1037
FLOYD & SANUNONS, P.A.                       RECORDED 10/30/2001 03:34 PM
1552 Sixth Street                            RICHARD M. WEISS CLERK OF COURT
Winter Haven, FL 33880                       POLK COUNTY
ATTORNEY FOR GRANTOR                         DOC TAX PD(F.S. 201.02)    1,005.20
                                             DEPUTY CLERK B NORRELL
RETURN TO:
ROBERT O. SAMMONS
1552 SIXTH STREET SE
WINTER HAVEN. FL 33880

         THIS DEED IN LIEU OF FORECLOSURE made the 29 day of 0CTOBER, 2001 by
TOHO HOLDINGS, INC., A FLORIDA CORPORATION, hereinafter referred to as grantor
whose address is 3650 Cypress Gardens Boulevard, Winter Haven FL 33880, and
FIDRA HOLDINGS, INC., A LIMITED PARTNERSHIP FORMED UNDER THE LAWS OF
_______________, whose federal taxpayer identification number is (   ) and whose
address is Suite 1, West Bay Street, P.0. Box CB-11728, Nassau Bahamas,
hereinafter referred to as grantee:

         W1TNESSETH: That the grantor, for and in consideration of the sum of
$10.00, receipt of which is hereby acknowledged, hereby grants, bargains, sells,
aliens, remises, releases, conveys and confirms unto the grantee, all that
certain land situate in Polk County Florida, viz:

         Commence at the intersection of the North right-of-way of Interstate
         No. 4 and the West boundary of Section 11, Township 27 South, Range 24
         East, Polk County, Florida, run thence North 72 degrees 50'19" EAST,
         along said right-of-way a distance of 450.00 feet, thence leaving said
         right-of-way run North 00 degrees 11 '36" West, a distance of 535.10
         feet for the Point of Beginning, thence continue North 00 degrees 11
         '36" West a distance of 598.47 feet; thence run North 81 degrees 28'25"
         East, a distance of 145.42 feet; thence run North 00 degrees 10'20"
         West, a distance of 370.35 feet to the southerly right-of-way boundary
         of State Road 33; thence run North 72 degrees 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 degrees 00'05" West, a distance of
         882.63 feet; thence run South 62 degrees 00'04"West, along the
         centerline of a ditch as now located, a distance of 326.71 feet to the
         Point of Beginning.

         Tax Identification Number: 112724-000000-043050

         This deed was prepared based upon information provided by the grantor.
         No title insurance or other title assurance was requested or given.

         TOGETHER with all the tenements, hereditaments and appurtenances
thereto belonging or in anywise appertaining.

         TO HAVE AND TO HOLD, the same in fee simple forever.

         THIS DEED IS GIVEN IN LIEU OF FORECLOSURE of that mortgage between the
Grantor and Grantee, dated December 13, 1999, and recorded on January 12, 2000
in 0. R. Book 4385, page1110, of the public records of Polk County, Florida.
This deed is an absolute conveyance and Grantor retains no interest in the
property whatsoever. It is the intent of the Grantee that the Grantee's interest
as a mortgagee under the mortgage and the fee simple ownership in the property
shall not merge unless and until the Grantee executes a warranty deed conveying
the property without exception for the mortgage, or records an affidavit
expressly stating an intent to merge those interests.

         IN WITNESS WHEREOF, the said grantor has signed and sealed these
presents the day and year first above written.

Witnesses as to grantor:

/s/ Robert Sammons                           Toho Holdings, Inc.
----------------------------------
(witness signature) Robert Sammons

witness print name:

   /s/ Helen Taillefer                       By: /s/ Frank Dolney
--------------------------                      ------------------------
     Helen Taillefer                         Frank Dolney, president

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[Witness] print name:                                   POLK OR BK 04836 PG 1038

STATE OF FLORIDA
COUNTY OF POLK

The foregoing instrument was acknowledged before me this 29 day of October, 2001
as president of Toho Holdings, Inc. on behalf of the corporation. Frank Dolney
is personally known to me or who has produced a driver's license as
identification and who did take an oath.

                                            /s/ Robert O. Sammons
                                            --------------------------------
My Commission Expires:                      Notary Public, state of
                                            Florida, at large
                                            print name:

                                            [STAMP OF ROBERT O. SAMMONS]

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