ex10-1.htm


    Exhibit
10.1

     

    DRAWN
AND/OR PREPARED BY

    


    ..........................................................

    Attorney-at-Law of

    Lex Caribbean Law Offices

    Worthing Corporate Centre

    Worthing, Christ Church

    BARBADOS

    


    


    THIS
THIRD AMENDED AND
RESTATED LOAN
AGREEMENT is made the ________ day
of June, 2008.

    


    BETWEEN:-

    


    BNB FINANCE & TRUST
CORPORATION a former-Act Company continued under the provisions of the
Companies Act, Cap. 308 of the Laws of Barbados in the name of Barbados National
Bank Limited as Company No. 1588 which by virtue of a resolution dated
the        day
of                                    changed
its name as aforesaid and having its Registered Office situate at Number 1
Broad Street in the City of Bridgetown in the Island of Barbados
(hereinafter referred to as “BNB FTC”) of the FIRST PART

    


    BARBADOS NATIONAL BANK INC. an
amalgamated company incorporated under the provisions of the Companies Act
Chapter 308 of the Laws of Barbados as Company Number 26464 by virtue of a
Certificate of Amalgamation issued by the Registrar of Companies on December 28,
2005 and having its registered office situate at Independence Square in the City
of Bridgetown in the Island of Barbados (hereinafter referred to as “BNB”) of
the SECOND
PART

    


    APES HILL DEVELOPMENT SRL a
society with restricted liability formed under the laws of Barbados and having
its registered office situate at Worthing Corporate Centre,

    Worthing
in the parish of Christ Church in the Island of Barbados (hereinafter referred
to as “the Borrower”) of the
THIRD
PART

    


    C.O. WILLIAMS CONSTRUCTION LIMITED
an amalgamated company registered in Barbados under the provisions of the
Companies Act Chapter 308 of the Laws of Barbados as Company No. 15619 and
having its registered office situate at Worthing Corporate Centre, Worthing Main
Road in the parish of Christ Church in the Island of Barbados (which was
formerly Dixie Farms Limited an amalgamated company registered under the
provisions of the said Companies Act also as Company No. 3971 being itself an
amalgamation of C. O Williams Construction Limited (Company No: 445), Dixie
Farms Limited (Company No: 447), Spring Estates Limited (Company No: 448 and
Warrens Farms Limited (Company No: 638) all companies incorporated under the
provisions of the said Companies Act) and which was later amalgamated with
Caribbean Farm Produce Inc. (Company No: 7669) and is now known as C. O Williams
Construction Limited  (hereinafter referred to as “C.O. Williams”) of
the FOURTH
PART

     

    
      AND

      


      LANDMARK LAND COMPANY INC. a
Delaware corporation having its principal office situate at 2817 Crain Highway,
Upper Marlboro, Maryland 20774 (hereinafter referred to “Landmark”) of the FIFTH PART

      (C.O.Williams
and Landmark are hereinafter together referred to as the “Project
Sponsors”).

      


      WHEREAS:-

      


      (1)           The
Borrower intends to develop the Land (as that term is hereinafter defined) and
to construct on the Land a hotel, golf course, club house, recreational
facilities and a residential development;

      


      (2)           The
Borrower has purchased the Godings Bay (BVI) Limited Shares (as hereinafter
defined), the Cobblers (BVI) Limited Shares (as hereinafter defined) and the
real property containing 1,557.6 square metres or thereabouts and situate at
Queen Street in the parish of Saint Peter in Barbados more particularly
described in the Fourth Schedule hereto (“the Queen Street Land”)

      


        
          
             


          

          
            1

          

          
            
               

  

          

        

(3)           Godings
Bay (BVI) Limited and Cobblers (Barbados) Limited are the owners
of  the Other Queen Street Lands (as hereinafter defined) (the “Queen
Street Land” and “the Other Queen Street Lands” are hereinafter together
referred to as “the Beachfront Land”) which the Borrower intends to
develop;

    

    


    (4)           BNB
has agreed to make available to the Borrower at the request of the Borrower loan
facilities up to a maximum amount of Sixty Million Seven Hundred Thousand US
Dollars (US$60,700,000.00) to be disbursed in US Dollars and Barbados Dollars
for the purpose of assisting with the financing of the said development of the
Land, including the construction of villas on Parcel B of the Land, with the
financing of the purchase of the Shares (as that term is hereinafter defined)
and the Queen Street Land and with the Initial Development of the Beachfront
Land in the manner and subject to the terms and conditions of this
Agreement.

    


    (5)           The
Borrower has agreed to secure the payment of the Loan (as that term is
hereinafter defined) and the interest thereon by the security hereinafter
described.

    


    NOW THIS AGREEMENT WITNESSETH
that in consideration of the mutual covenants and agreements herein contained,
the parties agree as follows.

    


    1.           INTERPRETATION

    


    1.1                      In
this Agreement, including the foregoing recitals and the exhibits, except as
otherwise provided herein or unless the context otherwise clearly requires, the
following principles of construction shall apply:-

     

    
      (a)           References
to articles, clauses, sub-clauses, paragraphs, schedules and exhibits are to the
articles, clauses, sub-clauses, paragraphs, schedules and exhibits to this
Agreement unless otherwise stated;

      


      (b)           Clause
headings are inserted for ease of reference only and are not to affect the
interpretation of any provisions of this Agreement;

      


      (c)           Except
to the extent the context otherwise requires any references in this document to
this Agreement and any other document referred to in it includes any document
expressed to be supplemental to or collateral with or which is entered into
pursuant to or in accordance herewith or therewith and shall be deemed to
include any instruments amending varying supplementing modifying or replacing
the terms of any such documents from time to time;

      


      (d)           References
to any person are to be construed to include corporations, firms, companies,
partnerships, individuals, associations, transferees, assigns or successors in
title in accordance with their respective interests;

      


      (e) The words
“other” and “otherwise” are not to be construed ejusdem generis with any
foregoing words where a wider construction is possible;

      


      (f) The words
“including” and “in particular” are to be construed as being by way of
illustration or emphasis only and are not to be construed as nor shall they take
effect as limiting the generality of any foregoing words;

      


      (g)           Words
in the singular shall include the plural and vice versa and the use of any
gender shall be applicable to all genders;

      


      (h) References
to any statutory provision shall be construed as references to those provisions
as amended or re-enacted or as their application is modified by other provisions
(whether before or after the date hereof) from time to time and shall include
references to any provisions of which they are re-enactments (whether with or
without modification).

      


      2.           DEFINITIONS

      


      “Advance”
means the advance of the Loan or part thereof and “Advances” shall be construed
accordingly.

      




    
      
         


      

      
        2

         


      

      
         


      

    

     

    


    “Applicable
Law” means in respect of any person, property, transaction or event, all
applicable laws, standards, requirements, policies, approvals, notices issued by
any Governmental Authority, statutes, ordinances, guidelines, treaties and
regulations, and all applicable directives, orders, permits, judgments,
injunctions, awards and decrees of any Governmental Authority whether or not
having the force of law including, without limitation, environmental
laws.

    


    “Articles
of Organisation” mean the Articles of Organisation of the Borrower from time to
time in effect.

    


    “Association”
means the non-profit company to be established by the Borrower for the purpose
generally of owning and maintaining the Common Areas and generally having
responsibility for the amenities and welfare of the owners and residents of the
Lots.

    


    “Barbados
Dollars” or “BDS$” means the lawful currency of Barbados.

    


    “Beachfront
Land” means the Queen Street Land and the Other Queen Street Lands
together.

    “Business
Day” means any day excluding Saturday, Sunday or any days which shall be in
Barbados a legal holiday or a day on which banking institutions in Barbados are
authorized by law to close.

    


    “By-Laws”
means the by-laws of the Borrower from time to time in effect.

    


    “Chief
Town Planner” means the Chief Town Planner of Barbados.

    


    “Certificate
of Compliance” means the certificate issued by the Chief Town Planner indicating
that the conditions attached to the permission of the Chief Town Planner for the
subdivision and development of the Land have been satisfied and that he has no
objection to the sale or disposal of the Lots.

    


    “Club”
means the Apes Hill golf club.

    


    “Club
Facilities” mean the golf and recreational facilities provided by the Club for
the use of its members.

    


    “Club
Rules and Regulations” mean the rules and regulations from time to time
promulgated by the Club to be followed by the members of the Club when using the
Club Facilities.

    


    “Cobblers
(BVI) Limited Shares” means the 50,000 shares issued by Cobblers (BVI) Limited,
being all of the issued and outstanding shares in the capital of Cobblers (BVI)
Limited.

     

    
      “Cobblers
(Barbados) Limited Shares” means the 200 Class A Common Shares and the 100 Class
B Common Shares issued by Cobblers (Barbados) Limited, being all of the issued
and outstanding shares in the capital of Cobblers (Barbados)
Limited.

      


      “Common
Areas” means those areas of the Development, not being Lots, set aside for the
common enjoyment, convenience and the security of all owners and residents
including the community entrances, access roads and road reserves, certain
landscape and open space areas, gullies, watercourse and the property perimeter,
including security fencing and maintenance access.

      


      “Conditions
Precedent for the First Tranche” means the conditions set out in Part A of the
First Schedule hereto which must be satisfied by the Borrower prior to
disbursement of the First Tranche or any part thereof.

      


      “Conditions
Precedent for the Second Tranche” means the conditions set out in Part B of the
First Schedule hereto which must be satisfied by the Borrower prior to
disbursement of the Second Tranche or any part thereof.

      


      “Conditions
Precedent for the Third Tranche” means the conditions set out in Part C of the
First Schedule hereto which must be satisfied by the Borrower prior to
disbursement of the Third Tranche or any part thereof.

      


      “Conditions
Precedent for the Fourth Tranche” means the conditions set out in Part D of the
First Schedule hereto which must be satisfied by the Borrower prior to
disbursement of the Fourth Tranche or any part thereof.

      


        
          
             


          

          
            3

             


          

          
             


          

        

      

    

    


    “Construction
Contracts” means the contracts listed in the Third Schedule hereto and any other
contracts entered into by the Borrower for the construction of the
Development.

    


    “Construction
Schedule” means the schedule specifying the anticipated completion dates of the
various phases of the Project that is prepared by the Borrower and approved by
BNB FTC or BNB from time to time.

    


    “Contractor”
means any contractor who is employed by the Borrower and approved by BNB FTC or
BNB with responsibility for carrying out construction works on the various
phases of the Project.

    


    “Contractor’s
Performance Bond” means in respect of any Contractor the performance bond issued
by such Contractor in favour of the Borrower in an amount not less than 10% of
the value of the relevant Construction Contact made between such Contractor and
the Borrower.

    


    “Contractual
Obligations” means, as to any person, any provision of any security issued by it
or of any agreement, instrument or undertaking to which such person is a party
or by which any of its property is bound.

     

    
      “C.O.
Williams Charge over Quotas” means the charge over the quotas issued by the
Borrower to C.O. Williams Investments Inc.

      


      “Default”
means any event, act or condition which with the giving of notice or lapse of
time or both, would constitute an Event of Default hereunder.

      


      “Default
Rate” means, in the event of any Default the interest rate which will thereafter
be applied to the outstanding principal balance of the Loan as hereinafter
provided, being as follows:-

      


      (a)           for
any Advance made in Barbados Dollars, the Barbados National Bank prime lending
rate plus 3%.

      


      (b)           for
any Advance made in US Dollars, US 3 months LIBOR plus 7%.

      


      “Development”
means the development known as Apes Hill Club Development which consists of a
golf course and Golf Structures, Lots, roads, waterworks and other
infrastructural facilities, villas, a spa, hotel units and hotel facilities,
including pool and restaurant, tennis courts and all and any other building,
erections and structures thereon.

      


      “Escrow
Agreement” means the agreement dated the 28th day of
December 2005 made between BNB and the Borrower.

      


      “Estimated
Completion Costs” means the Project Costs which, in the reasonable estimate of
the Quantity Surveyor will be required from time to time to complete the Project
in accordance with the Plans and Specifications including, but without
limitation, (i) any Project Costs previously certified by the Borrower to BNB
FTC or BNB which remain unpaid and (ii) all interest accrued and to accrue on
the Advances.

      


      “Event of
Default” has the meaning specified in Clause 11 hereto.

      


      “First
Phase” means the period commencing on the 28th day of
December, 2005 and ending on the date on which the First Tranche has been
entirely utilized.

      


      “First
Tranche” means the sum of not more than Sixteen Million Eight Hundred Thousand
US Dollars (US$16,800,000) to be disbursed partly in US Dollars and partly in
Barbados Dollars, being part of the Loan that will be used by the Borrower to
construct a golf course and Golf Structures, for Master Site Improvements, for
Initial Lot Development, to perform marketing and to acquire working
capital.

      


    


    
      
         


      

      
        4

         


      

      
         


      

    


    


    “Fourth
Tranche” means the sum of not more than Nine Million US Dollars (US$9,000,000)
to be disbursed partly in US Dollars and partly in Barbados Dollars, being part
of the Loan that will be used by the Borrower for the construction of villas on
Parcel B of the Land.

    


    “GAAP”
means generally accepted accounting principles as in effect from time to
time.

    


    “Godings
Bay (BVI) Limited Shares” means the 50,000 shares issued by Godings Bay (BVI)
Limited, being all of the issued and outstanding shares in the capital of
Godings Bay (BVI) Limited.

    


    “Golf
Structures” means the club house, maintenance sheds and all support structures
and fixtures for the operation of a golf course to be constructed on the
Land.

    


    “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.

    


    “Initial
Development of the Beachfront Land” means those architectural drawings,
Environmental Impact Assessments, planning permissions, marketing plan costs,
and other costs associated with the initial planning stages of the development
of the Beachfront Land.

    


    “Initial
Lot Development” means the construction of roads and the installing of utilities
to facilitate the transfer of Lots to purchasers and the landscaping of Common
Areas.

    


    “Land”
means the land more particularly described in the Second Schedule
hereto.

    


    “Land
Plan” means the plan certified on the 30th day of
March, 2007 by Gregory St.C Hutchinson, Land Surveyor and the plan certified on
the 2nd day of
July, 2007 by Gregory St.C Hutchinson, Land Surveyor and/or such other plan or
plans, in form and substance satisfactory to BNB FTC and BNB, showing, to the
extent available from time to time, the boundaries
of the Land, the delineation of the Lots, all roads on the Land and adjoining
the Land (including their names and widths), the location of all line marks
between the Lots and between the Land and each adjoining property or street, all
existing and proposed improvements to be constructed on the Land, all existing
and proposed parking spaces and such other information relating to the physical
and geographical characteristics of the Project as may be required by BNB FTC or
BNB.

    


    “Landmark
Charge over Quotas” means the charge over the quotas issued by the Borrower to
LML Caribbean Limited.

     

    
      “LIBOR”
for any Advance means the 3 month rate, as published by Bloomberg, at which
deposits in US Dollars are offered in the London inter-bank market as of
approximately 11.00 o’clock a.m., London time, two Business Days before the date
such Advance is disbursed and subsequently two Business Days before each date
the interest rate on such Advance is adjusted in accordance with Clause
4.1(b).  If LIBOR is no longer published as stated above, LIBOR shall
mean such other comparable rate as is reasonably determined by BNB FTC or
BNB.

      


      “Lien”
means any mortgage, charge, pledge, hypothecation, lien (statutory or
otherwise), security interest or other encumbrance of any nature however
arising, or any other security agreement or arrangement creating in favour of
any creditor.

      


      “Loan”
means the aggregate facility of up to Sixty Million Seven Hundred Thousand US
Dollars as hereinafter defined (US$60,700,000.00) to be disbursed in US Dollars
and Barbados Dollars to be drawn down by the Advances made hereunder and where
the context admits each such Advance severally.

      


      “Lots”
means those residential lots as shown on the Land Plan into which the Land is to
be subdivided in accordance with the Land Plan and pursuant to the permission of
the Chief Town Planner for the purpose of sale.

      


      “Master
Site Improvements” means construction of infrastructure on the Land including,
but not limited to, water supply and storage, utilities, roads, entry and
central hard and soft landscaping.

       

      

        
          
             


          

          
            5

             


          

          
             


          

        



    

    “Material
Adverse Change” means, in respect of any Person, any change which has the effect
of materially adversely impacting:-

    


    
      	
               
      

            	
              (i)

            	
              its
      ability to perform any of its obligations under this Agreement or any
      documents relating to the Security;

            


    

    


    
      	
              (ii)  

            	
              its
      financial condition or the condition of any of its assets (including real
      estate), its revenues, business or
prospects;

            


    

    


    
      	
              (iii)  

            	
              the
      value of all or any part of its assets (including real estate), revenue or
      business which forms part of or are being utilized in connection with the
      Project;

            


    

    


    
      	
              (iv)  

            	
              the
      value of all or any part of its assets  (including real estate),
      revenue or business over which Security has been granted in favour of
      BNB;

            


    

    


    
      	
              (v)  

            	
              the
      ability of BNBFTC and BNB to exercise or enforce their rights and remedies
      under this Agreement, including the ability to enforce any
      Security.

            


    

    “Members’
Agreement” means the agreement dated the ____ day of December,
2005  made between C.O. Williams Investments Inc. and LML Caribbean
Limited.

    


    “Officers’
Certificate” means a certificate in a form satisfactory to BNB FTC signed by a
manager of the Borrower or by such other of the Borrower’s officers as may be
acceptable to BNB FTC.

    


    “Other
Queen Street Lands” means the lands more particularly described in the Fifth
Schedule hereto.

    


    “Parcel”
means any parcel of land forming part of the Land and marked as a parcel on the
Land Plan.

    


    “Permitted
Liens” shall mean, at any time, the following:-

    


    
      	
               
      

            	
              (i)

            	
              such
      mortgages, debentures and charges as may be entered into by the Borrower
      after the date of this Agreement which do not create a charge over the
      assets to be secured by the
Security;

            


    

    


    
      	
              (ii)  

            	
              Liens
      for taxes not yet due or which are being contested if adequate reserves
      with respect thereto are maintained on the books of the Borrower in
      accordance with GAAP, as long as the same does not involve any danger of
      the sale, forfeiture or loss of property that is subject to the Lien of
      the Security or of any interest
therein;

            


    

    


    
      	
              (iii)  

            	
              undetermined
      or inchoate Liens arising in the ordinary course of  business of
      the Borrower, or a claim for which has not been filed or registered
      pursuant to law or of which notice shall not have been given or become
      known to the Borrower or BNB FTC or
BNB;

            


    

    


    
      	
              (iv)  

            	
              carriers’,
      warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar
      Liens arising in the ordinary course of business which are not overdue for
      a period of more than thirty days or which are being
      contested;

            


    

    


    
      	
              (v)  

            	
              easements,
      rights of way, restrictions and other similar encumbrances incurred in the
      ordinary course of business which, in the aggregate, are not substantial
      in amount, and which do not in any case materially detract from the value
      of the property subject thereto or interference with the ordinary conduct
      of the business of the Borrower;

            


    

    


    
      	
              (vi)  

            	
              statutory
      Liens incurred or deposits made in the ordinary course of business of the
      Borrower in connection with workers’ compensation, unemployment insurance
      and other social security
legislation;

            


    

     

    
      	
              (vii)  

            	
              the
      reservations and expectations contained in, or implied by statute in, an
      original disposition from the Crown and grants made by the Crown of
      interests so reserved or expected;

            


    

    


    
      	
              (viii)  

            	
              any
      Lien, payment of which has been provided for by the deposit with BNB of an
      amount in cash, or the obtaining of a surety bond satisfactory to BNB FTC
      and BNB, sufficient in either case to pay or discharge the same and which
      deposit  or bond BNB FTC and BNB are authorized to use or draw
      on for that purpose.

            


    

    


      
        
           


        

        
          6

           


        

        
           


        

      



    “Person”
includes an individual, a partnership, a society, a body corporate, a
corporation, a trust, an unincorporated organization, a joint venture or a
government or any department or agency or political subdivision
thereof.

    


    “Plans
and Specifications” means the detailed plans and specifications for the Project
including, without limitation, all related architectural drawings, plot plans
and elevations, working drawings and change orders, that are prepared by or on
behalf of the Borrower.

    


    “Project”
means the development of Lots; the construction of villas on the Lots; the
installation of roads, waterworks and other infrastructural facilities; the
construction of a golf course on the Land; and the building of the Golf
Structures and all fixtures, furnishings, chattels and equipment incidental
thereto or necessary for the operation thereof, considered as a whole, but does
not include any further development or construction to be done on the
Land.

    


    “Project
Budget” means the detailed budget of all Project Costs as hereinafter defined
that is prepared by the Borrower from time to time and approved by BNB
FTC.

    


    “Project
Contracts” means all easements, licences, permits, contracts, subcontracts,
building and development permissions, agreements, plans and working drawings now
or hereafter entered into or obtained by or on behalf of the Borrower in
connection with the Project including, without limitation, the Plans and
Specifications and the Land Plan.

    


    “Project
Costs” means, without duplication, all costs actually incurred or to be incurred
by the Borrower in connection with the completion of the Project provided that
such costs are of a nature contemplated by the Project Budget and the Plans and
Specifications or have been agreed to in writing by BNB FTC and provided further
that such costs shall not include any repayments of borrowed money by the
Borrower or any interest in respect of borrowed money paid by the Borrower to
any person other than BNB or BNB FTC and provided further than such costs do not
exceed the respective amounts specified in the Project Budget which project
costs are estimated in the aggregate at US$60,717,755.00.

     

    
      “Project
Documents” means the Rules of the Apes Hill Club Homeowners’ Association Inc.;
Articles of Incorporation of Apes Hill Club Homeowners’ Association Inc.;
By-laws of Apes Hill Homeowners Association Inc.; the Club Rules and
Regulations; the form of agreement for sale and purchase of Lots; marketing
materials relating to the Project and all and any other documents relating to
the formation and running of the Development and any amendments, variations or
substitutions thereto.

      


      “Project
Manager” means such project manager who is employed by the Borrower and approved
by BNB FTC and BNB in connection with the Project.

      


      “Project
Manager’s Certificate” means a certificate in a form satisfactory to BNB FTC
signed by the Project Manager.

      


      “Project
Review Team” means the team of consultants, professionals and other advisors
appointed by BNB FTC or BNB for the purposes set forth in Clause 9.1(f)(ii)
hereto.

      


      “Property”
means the Land together with the hotel, club house, golf course, recreational
facilities, residential development and all and any other buildings and
erections to be constructed thereon and all other present and future assets of
the Borrower, including personal property.

      


      “Proprietary
Interest” means a legal or equitable interest in land acquired by a Person that
can be enforced by that Person against any other person, but not including any
revocable contractual licence granted to a member of the Club pursuant to the
Club Rules.

      


      “Quantity
Surveyor” means Cooper Kaufman or such other quantity surveyor who is employed
by the Borrower and approved by BNB FTC in connection with the
Project.

      


      “Quantity
Surveyors’ Certificate” means a certificate as specified in Clause 9.1(c)
hereto.

      


      “Queen
Street Land” means the land containing 1,557.6 square metres or thereabouts and
situate at Queen Street in the parish of Saint Peter in Barbados, more
particularly described in the Fourth Schedule hereto

      “Related
Party” means any Person that is owned or controlled by the Borrower, one of the
Project Sponsors, any member of the Borrower or any affiliate of the Borrower or
one of the Project Sponsor.

      


        
          
             


          

          
            7

             


          

          
             


          

        



    

     

    “Release
Fee” means the fee payable by the Borrower to BNB on the sale of each Lot out of
the proceeds of the sale of such Lot.

    


    “Requirement
of Law” means, as to any Person, the certificate of incorporation and by-laws or
other organizational or governing documents of such Person, and any law, treaty,
rule or regulation, or determination of an arbitrator or a court or other
governmental authority or agency, in each case applicable to or binding upon
such Person or any of its property or to which such Person or any of its
property is subject.

     

    “Second
Tranche” means the sum of not more than Seventeen Million Nine Hundred Thousand
US Dollars to be disbursed partly in US Dollars and partly in Barbados Dollars,
being part of the Loan that will be used by the Borrower to construct a hotel,
golf course and Golf Structures, construct the residential development, Master
Site Improvements, Initial Lot Development and to perform
marketing.

    


    “Security”
means the security as specified in Clause 7.1 hereto.

    


    “Shares”
means the Godings Bay (BVI) Limited Shares, the Cobblers (BVI) Limited
Shares.

    


    “Subsidiaries”
means Godings Bay (BVI) Limited, Cobblers (BVI) Limited and Cobblers (Barbados)
Limited and “Subsidiary” means any one of them.

    


    “Substantial
Completion” means the date on which a Quantity Surveyors’ Certificate has been
delivered to the Borrower certifying that substantial completion has been
achieved according to the Construction Schedule and the Plans and Specifications
for the completion of the Project.

    


    “Taxes”
means all present and future taxes, levies, imposts, duties, charges, fees,
deductions and withholdings imposed or required by a governmental, fiscal or
other authority and “Tax” and “Taxation” shall be construed
accordingly.

    


    “Third
Tranche” means the sum of not more than Seventeen Million US Dollars to be
disbursed party in US Dollars and partly in Barbados Dollars, being part of the
Loan that will be used by the Borrower to purchase the Godings Bay (BVI) Limited
Shares, the Cobblers (BVI) Limited Shares and the Queen Street Land, legal and
banking charges and out of pocket expenses associated with the purchase and for
the Initial Development of the Beachfront Land.

    


    “US
Dollars” or “US$” means the lawful currency of the United States of
America.

    


    3.           LOAN
FACILITY

    


    
      	
              3.1  

            	
              Loan
      Facility

            


    

    


    Subject
to the approval of the Exchange Control Authority and upon the terms and
conditions herein set forth, BNB FTC hereby agrees to arrange and underwrite a
loan facility to the Borrower consisting of the First Tranche, the Second
Tranche, the Third Tranche and the Fourth Tranche, which shall together be up to
an aggregate of Sixty Million Seven Hundred Thousand US Dollars
(US$60,700,000.00) to be advanced partly in US Dollars and partly in Barbados
Dollars  or such other amount as may be agreed between BNB FTC and the
Borrower in accordance with the terms of this Agreement.

    


    
      	
              3.2  

            	
              Purpose

            


    

    


    The First
Tranche and the Second Tranche shall be for the purpose of constructing a golf
course and Golf Structures, Master Site Improvements, Initial Lot Development,
marketing and acquiring working capital.  The Third Tranche shall be
for the purpose of purchasing the Godings Bay (BVI) Limited Shares, the Cobblers
(BVI) Limited Shares and the Queen Street Land and for the Initial Development
of the Beachfront Land. The Fourth Tranche shall be for the purpose of
developing Parcel B of the Development.

     

     

    
      
         


      

      
        8

         


      

      
         


      

    


        3.3           Conditions
Precedent to Advances

    


    (a)           The
First Tranche, the Second Tranche and the Fourth Tranche shall be disbursed from
time to time by way of Advances.

    


    (b)           BNB
and BNB FTC shall not be obliged to make available any Advances in respect of
the First Tranche unless the Conditions Precedent for the First Tranche have
been met.

    


    (c)           The
making of any Advances by BNB FTC or BNB prior to BNB FTC and BNB being
satisfied that the Borrower has met the Conditions Precedent to the First
Tranche shall not be deemed to be a waiver by BNB FTC or BNB of any of the
Conditions Precedent to the First Tranche.

    


    (d)           BNB
FTC and BNB shall not be obliged to make available any Advances in respect of
the Second Tranche unless the Conditions Precedent to the Second Tranche have
been met.

    


    (e)           BNB
FTC and BNB shall not be obliged to make available any Advances in respect of
the Fourth Tranche unless the Conditions Precedent to the Fourth Tranche have
been met.

    


    3.4           Disbursement
of Third Tranche

    


    (a)           The
Third Tranche shall be disbursed by way of Advances as
follows:-  (i)US$1,142,294.96 and BDS$597,633.56 to repay the existing
loan made by BNB to the Borrower which shall be disbursed on the 21st day of
June, 2007; (ii) US$9,900,000.00 to purchase the Cobblers (BVI) Limited Shares
and the Godings Bay (BVI) Limited Shares; (iii) BDS$5,220,000.00 for the
purchase of the Queen Street Lands which shall be disbursed on the 21st day of
June, 2007, and (iv) US$3,048,888.26 for the Initial Development of the
Beachfront Land and legal and banking charges and out of pocket expenses of
which part shall be disbursed on the 21st day of
June, 2007 and the remainder by way of further Advances as set out in Clause
3.5(b) below.

    


    (b)           BNB
FTC and BNB shall not be obligated to make available any Advances in respect of
the Third Tranche unless the Conditions Precedent to the Third Tranche have been
met.

     

    
      3.5           Required
Notice

      


      (a)           Whenever
the Borrower requires an Advance under the First Tranche, the Second Tranche or
the Fourth Tranche of the Loan in order to make any payments due by the Borrower
in accordance with the Project Budget, but in any event not more than once per
month, it shall give to BNB FTC and BNB no less than five (5) Business Days’
prior written notice (“a Notice of Borrowing”) specifying the required amount of
the Advance, the purpose for the Advance and the date (which shall be a Business
Day) on which such Advance is to be obtained. Each such notice shall be
accompanied by a Quantity Surveyors’ Certificate referred to in Clause 9.1(g)
hereto in the form annexed hereto.

      


      (b)           When
the Borrower requires any further Advances of the Third Tranche, which is to be
used in connection with the Initial Development of the Beachfront Land, it shall
give to BNB FTC and BNB no less than five (5) Business Days’ prior written
notice (“a Notice of Borrowing”) accompanied by any such supporting
documentation as BNB FTC and BNB may require.

      


      (c)           The
Borrower shall provide BNB FTC and BNB with such other supporting documents and
information as BNB FTC and BNB may from time to time require in connection with
any request for an Advance.

      


      (d)           If
BNB FTC and BNB determine that the Advance requested in accordance with Clause
3.4(a) hereto is not included in the Project Budget which has been approved by
BNB FTC or is not satisfied on reasonable grounds as to the purpose of the
Advance or the amount required or the information provided in support of the
request for the Advance, BNB FTC and BNB may in its discretion refuse to pay all
or any part of the Advance requested in the Notice of Borrowing.

      


        
          
             


          

          
            9

             


          

          
             


          

        

3.6           Currencies

    

    


    (a)           Subject
to the provisions of this Clause 3.5, the Borrower may request the currency,
being US Dollars or Barbados Dollars, in which it wishes each Advance or any
part thereof of the First Tranche, the Second Tranche or the Fourth Tranche to
be denominated, with up to a maximum of fifty percent (50%) of the Loan being
made available in US Dollars.  The Borrower shall specify the currency
requested in the Notice of Borrowing referred to in Clause 3.3 hereto. BNB FTC
and BNB shall use its best endeavours to pay the Advance in the currency which
the Borrower has requested in the Notice of Borrowing, but it is agreed and
acknowledged by the Borrower that BNB FTC and BNB may not be able to pay all
Advances in the currency requested by the Borrower and that the currency of each
Advance shall be at the discretion of BNB FTC and BNB and BNB FTC and BNB
reserve the right to make any Advance in Barbados Dollars or US Dollars without
penalty or other recourse.

     

    
      (b)           In
the event of any change in currency availability or exchange rates or exchange
control regulations or if there is any other reason which, in the opinion of BNB
FTC and BNB, makes it impracticable for an Advance or part thereof to be made in
US Dollars, the relevant advance or such part thereof may be made in the
Barbados Dollar equivalent of what would have been the amount of such Advance or
part thereof if it had been made in US Dollars.

      


      3.7           Direct
Payment; Liens

      


      BNB FTC
and BNB reserve the right to pay all or any part of any Advance in respect of
the First Tranche, the Second Tranche or the Fourth Tranche directly to a
Contractor to whom a payment is certified by the Quantity Surveyor to be due or
to suppliers providing work and materials for the Project, and the Borrower
hereby authorizes such payments. BNB FTC and BNB shall be entitled to deduct
from each Advance all holdbacks relating to the Project required by any
permitted applicable Permitted Lien or legislation and to hold the amounts so
deducted until such time as BNB FTC and BNB shall be satisfied that all Lien
periods have expired and no Lien has been filed with respect to work or
materials supplied to the Project, and the Borrower agrees to provide to BNB FTC
and BNB such Quantity Surveyors’ Certificates or opinions of its counsel as BNB
FTC and BNB deem necessary in order to permit BNB FTC and BNB to satisfy itself
with respect thereto.

      

        4.           INTEREST
RATES

        


        4.1           The
interest rate on Advances made under the First Tranche, the Second
Tranche,  the Third Tranche and the Fourth Tranche shall be as
follows:-

        


        (a)           The
interest rate on any Advances made in Barbados Dollars shall be floating at the
Barbados National Bank prime lending rate such interest to be accrued monthly
and capitalized quarterly.

        


        (b)           The
interest rate on any Advances made in US Dollars shall be floating
at  3 month LIBOR plus 4% such interest to be accrued monthly and
capitalized quarterly.

        


        (c)           Advances
under the First Tranche, the Second Tranche, the Third Tranche and the Fourth
Tranche shall bear interest both before and after maturity, default or judgment
on the unpaid amount thereof.

        


        4.2           Interest
shall be:-

        


        (a)           payable
on the outstanding amount of the Loan from the date of disbursement of each
Advance;

        

          (b)           paid
in arrears;


          (c)           calculated
by multiplying the actual number of days elapsed in the period for which
interest is being calculated at a daily rate based on three hundred and sixty
day year.

          


            
              
                 


              

              
                10

                 


              

              
                 


              

            

Provided
however that there shall be a moratorium on interest for two years from the
4th
day of May, 2006 and that interest shall start to be payable on the outstanding
amount of the Loan on the 4th day of
May, 2008 in the event that no sales of Lots are completed prior to that
date.

        

      

    

    


    5.           FEES

    


    5.1           Underwriting
Fee

    


    (a)           In
connection with the First Tranche and the Second Tranche, the Borrower shall pay
to BNB FTC a fee of Five hundred and twenty thousand Barbados Dollars
(BDS$520,500.00) without any deductions on the date of the first Advance in
respect of underwriting services provided by BNB FTC.

    


    (b)           In
connection with the Third Tranche, the Borrower shall pay to BNB FTC a fee of 1%
of the amount of the Third Tranche without any deduction on the date of the
disbursement of the first Advance of the Third Tranche in respect of
underwriting services provided by BNB FTC.

    


    (c)           In
connection with the Fourth Tranche, the Borrower shall pay to BNB FTC a fee of
0.5% of the amount of the Fourth Tranche without any deduction on the date of
the disbursement of the first Advance of the Fourth Tranche in respect of
underwriting services provided by BNB FTC.

    


    5.2           Management
Fee

    


    The
Borrower shall pay to BNB FTC a fee of One Hundred Thousand Barbados Dollars
(BDS$100,000.00) without any deductions on the date of the first Advance in
respect of management services provided by BNB FTC, its agents or
assigns.

    


    6.           REPAYMENT

    


    6.1           Loan
Payments

    


    (a)           The
Borrower shall repay all Advances in respect of the First Tranche, the Second
Tranche and the Third Tranche and all other amounts due under this Agreement in
full by the 4th day of
May, 2011.

    


    (b)           The
Borrower shall repay all Advances in respect of the Fourth Tranche not later
than six months after the date of disbursement of each Advance under the Fourth
Tranche.

     

    
      (c)           Subject
to Clause 6.1(b) and as hereinafter provided, the principal amount of the Loan
and any capitalized interest thereon shall be repaid out of the Release Fees in
accordance with the formula set out in Clause 6.1 (d) or as may otherwise be
agreed between BNB and BNB FTC and the Borrower.

      


      (d)           On
the completion of the sale of each Lot, BNB or BNB FTC shall be paid a Release
Fee by the Borrower calculated using the following formula:-

      


      (i)           On
any sales in Year 1 and
2                                                                following
the 4th day of
May 2006 - US$350,000.00 per acre or part thereof.

      (ii)           On
any sales in Year 3 following the 4th day of
May 2006 - US$400,000.00 per acre or part thereof

      (iii)           On
any sales in Year 4 following the 4th day of
May 2006 – US$550,000.00
per acre or part thereof; and

      (iv)           On
any sales in Year 5 following the 4th day of
May 2006 - US$600,000.00 per acre or part thereof

      


    


    
      
         


      

      
        11

         


      

      
         


      

    

     

    (e)           In
addition to the Release Fee referred to in Clause 6.1(d), the Borrower shall on
the sale of each Lot pay to BNB or BNB FTC out of the proceeds of the sale of
such Lot remaining after payment of the Release Fee any outstanding interest
which has accrued to the date of the completion of the sale of such Lot or other
part of the Land but has not yet been capitalized.

    


    (f)           On
the completion of the sale of each Lot and after the payment of the Release Fee
referred to in Clause 6.1(d) and any accrued interest referred to in Clause
6.1(e), the Borrower shall pay to BNB or BNB FTC out of the remaining proceeds
of the sale of such Lot on account of the Advances made in respect of the Fourth
Tranche such amount as may be agreed from time to time between the Borrower and
BNB or BNB FTC, provided however that if such amount is not agreed then the
amount to be paid by the Borrower to BNB or BNB FTC shall be determined by BNB
or BNB FTC.

    


    (g)           In
the event that any Lot is sold at a price per acre or part thereof which would
result in a Release Fee that is less than the amount set out in Clause 6.1(d),
the Borrower shall make up any shortfall between the sale price of such Lot and
the amount set out in Clause 6.1(d) hereto.

    


    (h)           In
the event that the Borrower wishes to sell any part of the Land that does not
consist of Lots, the Borrower shall obtain the consent of BNB and BNB FTC to
such sale prior to entering into the same and BNB and BNB FTC shall stipulate
the payment that it will require in order to release such part of the Land from
the Mortgage / Debenture, the Composite Mortgage / Debenture or the third
Mortgage / Debenture referred to in Clause 7.1 hereto, Provided however that all
common areas and open spaces relating to a particular Parcel shall be released
without any payment for such release upon the sale of the last Lot in such
Parcel.

     

    
      (i)           In
addition to the Release Fees specified in Clause 6.1 (d), any interest payable
in accordance with Clause 6.1 (e) or any payment under Clause 6.1(f), the
Borrower shall on the sale of each Lot or other part of the Land pay any legal
fees, stamp duty and other costs, fees and expenses in connection with the
release by BNB of such Lot or other part of the Land and in connection with the
release by BNB of the Beachfront Land or any part thereof.

      


      (j)           The
facility contemplated by this Agreement is not a revolving credit facility and,
even if each Advance hereunder is repaid to BNB or BNB FTC before such repayment
is required hereunder, BNB and BNB FTC are not required to make any further
Advance hereunder.

      


      6.2           Escrow
Account

      


      Any
monies received by the Borrower, including the proceeds from the sale of the
Land or parts thereof, which are not applied towards the payment of the
principal on the Loan in accordance with Clause 6.1 hereto, shall be placed in
an escrow account pursuant to the terms of the Escrow Agreement.

      6.3           Prepayment

      


      The
Borrower may prepay the whole or any part of the Loan on any date upon the
giving of thirty (30) days’ written notice of its intention to do so. Such
prepayment shall be  without penalty and shall be a minimum of One
Hundred Thousand US Dollars (US$100,000.00).

      


      6.4           Payments
on Non-Business Days

      


      Whenever
payment to be made hereunder shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day, and any interest and fees with respect thereto shall be payable at
the appropriate rate during such extension.

      


      6.5           Methods
and Place of Payment, etc.

      


      Except as
otherwise specifically provided herein, all payments by the Borrower under this
Agreement shall be made to BNB or BNB FTC at No. 1 Independence Square,
Bridgetown, Barbados or such other address in Barbados as may be designated by
BNB or BNB FTC from time to time not later than 3:00 p.m. (local time) on the
date when due, and shall be made in immediately available funds.

      


        
          
             


          

          
            12

             


          

          
             


          

        



    

    6.6           Net
Payments and Adjustments

    


    All
payments made by the Borrower under this Agreement, inclusive of interest and
finance fees, shall be made without set-off or counterclaim or other deduction
and free and clear of, and without reduction for or on account of any Taxes. If
the Borrower shall be required by law to deduct any such Taxes from or in
respect of any sum payable hereunder to BNB or BNB FTC (i) the sum payable by
the Borrower shall be increased as may be necessary so that after the Borrower
has made all required deductions (including deductions applicable to additional
sums payable hereunder), BNB or BNB FTC receives an amount equal to the sum it
would have received had no such deductions been made; (ii) the Borrower shall
make all such deductions; and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with Applicable Law.

    


    6.7           Currency

    


    6.7.1                      The
Borrower shall use its best endeavours to ensure that each repayment or
prepayment under this Agreement shall be made in the currency in which the
relevant Advance was denominated.

    


    6.7.2                      Any
obligation of the Borrower to make payments under this Agreement in US Dollars
shall not be discharged or satisfied by any tender or recovery, whether pursuant
to any judgment or otherwise, expressed in or converted into any other currency
except to the extent that such tender or recovery results in the effective
receipt by BNB or BNB FTC of the full amount of United States Dollars, payable
to it, and the Borrower shall indemnify BNB and BNB FTC (and BNB and BNB FTC
shall have an additional legal claim against the Borrower) for any difference
between such full amount and the amount effectively received by BNB or BNB FTC
pursuant to such tender or recovery.  In the absence of manifest
error, BNB or BNB FTC’s reasonable determination of currency exchange rates and
of amounts effectively received by the parties hereto shall be
conclusive.

    


    7.           SECURITY

    


    7.1           Form
of Security

    


    As
general and continuing security for the due payment of the Loan by the Borrower
to BNB and BNB FTC under this Agreement, there shall be provided to BNB the
following security in form and substance satisfactory to BNB and BNB
FTC:-

    


    (a)           a
registered first priority Mortgage / Debenture stamped to cover US$34,700,000.00
or the equivalent in Barbados Dollars effecting a legal charge over the Property
and over all of the present and future assets of the Borrower;

     

    
      (b)           the
C.O. Williams Charge over Quotas stamped to cover US$23,444,000.00 or the
equivalent in Barbados Dollars issued by the Borrower to C.O. Williams
Investments Inc., being 8,000,000 quotas;

      


      (c)           the
Landmark Charge over Quotas stamped to cover US$11,256,000.00 or the equivalent
in Barbados Dollars issued by the Borrower to LML Caribbean Limited, being
4,000,000 quotas;

      


      (d)           acknowledged
assignment of Fire and All Risk Insurance over the assets of the Borrower, such
policy to be in a form and amount and issued by an insurer acceptable to BNB FTC
and BNB with interest of BNB as first payee noted thereon;

      


      (e)           assignment
of each Contractor’s Performance Bond equivalent to 10% of the value of the
relevant construction or development contract made between any Contractor and
the Borrower;

      


      (f)           acknowledged
assignment of the Contractors’ All-risk insurance coverage to be maintained by
each Contractor with loss payable to BNB as first payee, such insurance to cover
such risks including but not limited to:-

      (i)           insurance
of the site and work materials;

      (ii)           workman
compensation insurance;

      (iii)           professional
indemnity insurance;

      (iv)           property
and indemnity to employer;

      (v)           insurance
against personal injury or damage.

      


      (g)           subordination
of any loans made by members of the Borrower to the Borrower or by any
shareholder of any of the Subsidiaries to such Subsidiary.

      


        
          
             


          

          
            13

             


          

          
             


          

        



    

    (h)           Composite
Mortgage/Debenture stamped to cover US$13,900,000 or its equivalent in Barbados
dollars and BDS$6,200,000 comprising of (i) first
legal mortgage over the Beachfront Land; (ii) second legal mortgage/debenture
over the Land and over present and future fixed and floating assets of the
Borrower; (iii) first charge over the present and future fixed and floating
assets of Godings Bay (BVI) Limited; (iv) first charge over the present and
future fixed and floating assets of Cobblers (BVI) Limited;  (v)
charge over the Godings Bay (BVI) Limited Shares, being 50,000 shares; (vi) charge over
Cobblers (BVI) Limited Shares, being 50,000 shares; and (vii) charge
over the Cobblers (Barbados) Limited Shares, being 200 Class A Common Shares and
100 Class B Common Shares;

     

    (i)           guarantees
of the Borrower and of Godings Bay (BVI) Limited, Cobblers (Barbados) Limited
and Cobblers (BVI) Limited;

     

    
      (j)           acknowledged
assignment of the fire and all-risk insurance coverage over the Beachfront Land
to be maintained by the Borrower or the Subsidiaries with loss payable to BNB as
first payee, such insurance to cover such risks including but not limited to
insurance against personal injury or damage.

      


      (k)           a
registered third priority Mortgage / Debenture stamped to cover US$9,000,000.00
or the equivalent in Barbados Dollars effecting a legal charge over the Property
and over all of the present and future assets of the Borrower.

      


      7.2           Registration

      


      BNB’s
counsel shall, at the expense of the Borrower, register, file or record the
Security pursuant to all applicable laws and in all offices where such
registration, filing or recording is necessary or of advantage to the creation,
perfection and preserving the Security applicable to it including, without
limitation, in the Corporate Registry of Barbados, in the Land Registry of
Barbados, in the Corporate Registry of St. Lucia and in the Corporate Registry
of the British Virgin Islands. BNB’s counsel shall renew such registrations,
filings and recordings from time to time as and when required to keep them in
full force and effect. The Security has been or shall be prepared based on the
applicable laws of Barbados applicable thereto in effect at the date thereof and
amended from time to time. BNB shall have the right to require that any such
documentation be amended to reflect any amendments to any laws, whether arising
as a result of statutory amendments, court decisions or otherwise, in order to
confer upon BNB the security interests intended to be created thereby, except
that in no event shall BNB require that any such amendment be effected if the
result thereof would be to grant to BNB greater rights than is otherwise
contemplated herein.

      


      7.3           After
Acquired Property and Further Assurances

      


      The
Borrower shall or shall procure that the Subsidiaries from time to time execute
and deliver all such further deeds or other instruments of conveyance,
assignment, transfer, mortgage, pledge or charge in connection with all assets
acquired by the Borrower or the Subsidiaries in respect of the Property and the
Beachfront Land after the date hereof and intended to be subject to security
interests created hereby including any insurance thereon; provided however that
the foregoing obligation of the Borrower or the Subsidiaries to execute and
deliver deeds or other instruments shall only apply whenever the Borrower is
requested to do so by BNB FTC or BNB.

      
 

    


    
      
         


      

      
        14

         


      

      
         


      

    

     

    8.           REPRESENTATIONS
AND WARRANTIES

    


    8.1           To
induce BNB or BNB FTC to make each Advance available to the Borrower, the
Borrower represents and warrants to BNB FTC and BNB that as of the date hereof,
at the date of each request for an Advance and during the period that any monies
remain outstanding to BNB or BNB FTC:-

     

    
      (a)           Corporate Status and
Qualifications

      


      (i)           The
Borrower is a society with restricted liability duly formed under the laws of
Barbados and validly existing under the laws of Barbados, is in good standing
under such laws and is duly qualified and has full corporate power and legal
right to own its property, to enter into and to perform its rights and
obligations under the Security and this Agreement and to otherwise carry on its
business as now conducted, and is in compliance with all Requirements of Law
except to the extent that the failure to comply therewith would not, in the
aggregate, have a material adverse effect on the business, operations, property
or condition (financial or otherwise) of the Borrower and would not materially
adversely affect the ability of the Borrower to perform its obligations under
this Agreement or the Security to which it is a party.

      


      (ii)           The
Subsidiaries have each been duly formed under the laws of jurisdiction of their
incorporation and are validly existing under the laws of the British Virgin
Islands and Barbados, as the case may be, are in good standing under such laws
and are duly qualified and have full corporate power and legal right to own
their property, to enter into and to perform their rights and obligations under
the Security and to otherwise carry on their business as now conducted, and are
in compliance with all Requirements of Law except to the extent that the failure
to comply therewith would not, in the aggregate, have a material adverse effect
on the business, operations, property or condition (financial or otherwise) of
the Subsidiary and would not materially adversely affect the ability of the
Subsidiary to perform its obligations under the Security to which it is a
party.

       

      (b)           Business of the
Borrower

      


      The
Project, the maintenance and management of the Development and the Initial
Development of the Beachfront Land are the only business of the Borrower, and
the Borrower has never engaged in any other business.

      


      (c)           Quotas and
Shares

      


      (i)           The
quotas referred to in Clause 7.1 (b) and (c) hereto represent all of the issued
and outstanding quotas of the Society, and no other quotas have been issued or
are outstanding.

      (ii)           The
shares referred to in Clause 7.1 (h) hereto represent all of the issued and
outstanding shares of the Subsidiaries, and no other shares have been issued or
are outstanding.

      


    

    



    
      
         


      

      
        15

         


      

      
         


      

    


    (d)          Authorization; Consents;
Enforceable Obligations

    


    (i)           The
Borrower has taken all corporate action necessary to be taken by it to authorize
the obtaining of the Loan by it hereunder and the execution and delivery of, and
the performance of its obligations under this Agreement and the Security to
which it is a party.  Except as otherwise contemplated in this
Agreement, no consent, waiver or authorization of, or filing with, any person
(including, without limitation, any creditors of the Borrower or any
governmental authority or agency) is required to be obtained by the Borrower in
connection with the obtaining of the Loan hereunder by the Borrower or the
execution and delivery of, and the performance, validity or enforceability of
this Agreement or the Security to which the Borrower is a party.  This
Agreement and the Security to which the Borrower is a party have been duly
executed and delivered by the Borrower, and, once the Security has been
registered as contemplated in Clause 7.2 hereof, constitute legal, valid and
binding obligations of the Borrower enforceable against the Borrower in
accordance with their respective terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency or similar laws affecting the
enforceability of creditors’ rights generally or by general principles of
equity.

    


    (ii)           Each
of the Subsidiaries have taken all corporate action necessary to be taken by
each one of them to authorize the execution and delivery of, and the performance
of its obligations under the Security to which it is a party.  Except
as otherwise contemplated in this Agreement, no consent, waiver or authorization
of, or filing with, any person (including, without limitation, any creditors of
the Subsidiaries or any governmental authority or agency) is required to be
obtained by any of the Subsidiaries in connection with the execution and
delivery of or the performance, validity or enforceability of the Security to
which the Subsidiary is a party.  The Security to which the
Subsidiaries are a party have been duly executed and delivered by each of the
Subsidiaries, and, once the Security has been registered as contemplated in
Clause 7.2 hereof, constitute legal, valid and binding obligations of the
Subsidiaries enforceable against the Subsidiaries in accordance with their
respective terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforceability of
creditors’ rights generally or by general principles of equity.

    



    
      
         


      

      
        16

         


      

      
         


      

    


    (e)           Litigation

    


    There is
no action, suit or proceeding (whether or not purportedly on behalf of the
Borrower or any Subsidiary) pending or, to the knowledge of the Borrower,
threatened, against or affecting the Borrower or any Subsidiary before any court
or before or by any governmental department, commission or agency, in Barbados
or elsewhere, or before any arbitrator or board, which has the effect of a
Material Adverse Change or has any reasonable likelihood of having such effect
on the Borrower or any Subsidiary, and neither the Borrower or any of the
Subsidiaries is in default with  respect to any judgment, order, writ,
injunction, decree or award of any court, arbitrator or government department,
commission or agency, in Barbados or elsewhere.

    


    (f)           Burdensome
Provisions

    


    Neither
the Borrower nor the Subsidiaries are a party to any agreement or instrument or
subject to any rule, regulation or restriction or to any judgment, order, writ,
injunction, decree or award, which materially adversely affects, or which has
any reasonable likelihood of materially adversely affecting, the business,
operations, property or condition (financial or otherwise) of the Borrower or
any Subsidiary.

    


    (g)           Compliance with Other
Instruments

    


    Neither
the Borrower nor any of the Subsidiaries are in default in the performance or
observance of any of the obligations, covenants or conditions contained in any
bond, debenture, note, conditional sale agreement, lease, loan agreement or
other similar document evidencing any indebtedness, liability or obligation of
the Borrower or any Subsidiary or contained in any agreement or deed under or
pursuant to which any of the foregoing has been issued or made and delivered,
which default entitles the holder or holders, with or without the giving of
notice of such default or the lapse of time, to declare any such indebtedness or
liability or obligation or otherwise cause the same to become immediately due
and payable.  The execution and delivery of this Agreement and the
Security by the Borrower and the execution and delivery of the Security to which
they are a party by the Subsidiaries and the consummation of the transactions
herein and therein contemplated and the compliance with the terms, conditions
and provisions hereof and thereof, will not conflict with, or result in a breach
of, or constitute a default under, any of the terms, conditions or provisions of
the Articles of Organisation or By-laws or any agreement or instrument to which
the Borrower or any Subsidiary is a party or by which it is bound, or (except as
contemplated by this Agreement) result in the creation or imposition of any Lien
upon any of its property other than Permitted Liens.

     

    
      (h)           Title; Approvals;
etc.

      


      (i)           The
Borrower is the legal and beneficial owner of the Property and the Queen Street
Land, subject only to the Security. The Mortgage / Debenture and the Third
Mortgage / Debenture referred to in Clauses 7.1(a) and 7.1(k) respectively shall
constitute a first fixed and floating mortgage and charge on the Property and
the Composite Mortgage / Debenture referred to in Clause 7.1(h) over the Queen
Street Land.  There are no restrictions imposed by law or by agreement
which conflict with or adversely affect the proposed development, construction
and operation of the Project or with the Initial Development of the Beachfront
Lands. All necessary governmental and Town and Country Planning approvals for
the development, construction and operation of the Project and for the Initial
Development of the Beachfront Lands as contemplated herein are in effect and
have been complied with, subject only to compliance with applicable building
by-laws regarding construction materials, building safety requirements and other
matters with respect to construction which may not yet be in place.

      


      (ii)           Godings
Bay (BVI) Limited and Cobblers (Barbados) Limited are the legal and beneficial
owners of the Other Queen Street Land, subject only to the Security. The
Composite Mortgage / Debenture referred in Clause 7.1(h) shall constitute a
first fixed and floating mortgage and charge on the Other Queen Street
Land.

      


      (i)           Plans and
Specifications

      


      There are
no plans or specifications for the Project other than the Plans and
Specifications.

      


    

    



    
      
         


      

      
        17

         


      

      
         


      

    


     

    (j)           Equipment and
Furnishings

    


    Except
with the prior written consent of BNB FTC or BNB, no equipment or furnishings
that have or will become part of the Project by attachment or use as required by
the Plans and Specifications will be subject to any Lien other than the Security
and Permitted Liens.

    


    (k)           Default

    


    No
Default or Event of Default has occurred and is continuing.

     

    
      (l)           Disclosure

      


      No
representation or warranty made by the Borrower in this Agreement or in any
other document furnished to BNB FTC or BNB from time to time in connection
herewith contains or will contain any untrue statement of a material fact or
omits or will omit to state any material fact necessary to make the statements
herein or therein, in light of the circumstances under which they are made, not
misleading.  There is no fact known to the Borrower on the date of
this Agreement which materially adversely affects, the business, operations,
property or condition (financial or otherwise) of the Borrower which has not
been set forth in or referred to in this Agreement.

      


      (m)           Insolvency

      


      Neither
the Borrower nor any of the Subsidiaries: (i) have committed any act of
bankruptcy, (ii) are insolvent,  (iii) have proposed or given notice
of its intention to propose a compromise or arrangement to its creditors
generally, (iv) have a petition  for a receiving order in bankruptcy
filed against it, (v) have made a voluntary assignment in bankruptcy or taken
any proceeding to have itself declared bankrupt or wound-up or taken any
proceeding to have a receiver appointed of any part of its assets or had any
encumbrancer take possession of any of its property, or (vi) have had an
execution or distress become enforceable  or become levied on any of
its assets and property.

      


      (n)           Infringement

      


      To the
best of the knowledge of the Borrower the design, construction and operation of
the Project does not infringe upon any patents, trademarks, trade names, service
marks or copyrights, domestic or foreign or any other industrial property or
intellectual property of any other person.

      


      (o)           Contractual
Obligations

      


      All
contractual obligations of the Borrower as at the date hereof under the Project
Contracts and the Project Documents have been satisfied, met or otherwise
complied with.

      


      (p)           The
Association

      

        (i)           The
Association is a non-profit company duly formed under the laws of Barbados and
validly existing under the laws of Barbados, is in good standing under such laws
and is duly qualified and has full corporate power and legal right to own its
property, to enter into and to perform its rights and obligations under
the  Project Documents and to otherwise carry on its business as now
conducted, and is in compliance with all Requirements of Law except to the
extent that the failure to comply therewith would not, in the aggregate, have a
material adverse effect on the business, operations, property or condition
(financial or otherwise) of the Association and would not materially adversely
affect the ability of the Association to perform its obligations under the
Project Documents to which it is a party.

        


      

    


    
      
         


      

      
        18

         


      

      
         


      

    

     


     

    (ii)           There
is no action, suit or proceeding (whether or not purportedly on behalf of the
Association) pending or, to the knowledge of the Borrower, threatened, against
or affecting the Association before any court or before or by any governmental
department, commission or agency, in Barbados or elsewhere, or before any
arbitrator or board, which has the effect of a Material Adverse Change or has
any reasonable likelihood of having such effect on the Association, and the
Association is not in default with  respect to any judgment, order,
writ, injunction, decree or award of any court, arbitrator or government
department, commission or agency, in Barbados or elsewhere.

    


    (iii)           The
Association is not a party to any agreement or instrument or subject to any
rule, regulation or restriction or to any judgment, order, writ, injunction,
decree or award, which materially aversely affects, or which has any reasonable
likelihood of materially adversely affecting, the business, operations, property
or condition (financial or otherwise) of the Association.

    


    (iv)           The
Association is not in default in the performance or observance of any of the
obligations, covenants or conditions contained in any bond, debenture, note,
conditional sale agreement, lease, loan agreement or other similar document
evidencing any indebtedness, liability or obligation of the Association or
contained in any agreement or deed under or pursuant to which any of the
foregoing has been issued or made and delivered, which default entitles the
holder or holders, with or without the giving of notice of such default or the
lapse of time, to declare any such indebtedness or liability or obligation or
otherwise cause the same to become immediately due and payable.

     

    
      (v)           The
Association: (a) has not committed any act of bankruptcy, (b) is not
insolvent,  (c) has not proposed or given notice of its intention to
propose a compromise or arrangement to its creditors generally, (d) has no
petition  for a receiving order in bankruptcy filed against it, (e)
has not made a voluntary assignment in bankruptcy or taken any proceeding to
have itself declared bankrupt or wound-up or taken any proceeding to have a
receiver appointed of any part of its assets or had any encumbrancer take
possession of any of its property, or (f) has not had an execution or distress
become enforceable  or become levied on any of its assets and
property.

      


      8.2           To
induce BNB and BNB FTC to make each Advance to the Borrower, C.O. Williams
hereby represents and warrants to BNB and BNB FTC that as of the date hereof, at
the date of each request for an Advance and during the period that any monies
remain outstanding to BNB or BNB FTC by the Borrower:-

      


      (a)           Corporate Status and
Qualifications

      


      C.O.
Williams is a limited liability company duly formed under the laws of Barbados,
is validly existing under the laws of Barbados and is duly qualified and has
full corporate power and legal right to performs its obligations under this
Agreement and to carry on its business as now conducted, and is in compliance
with all Requirements of Law except to the extent that the failure to comply
therewith would not, in the aggregate, have a material adverse effect on the
business, operations, property or condition (financial or otherwise) of C.O.
Williams and would not materially adversely affect the ability of C.O. Williams
to perform its obligations under this Agreement.

      


      (b)           Litigation

      


      There is
no action, suit or proceeding (whether or not purportedly on behalf of C.O.
Williams) pending or, to the knowledge of C.O. Williams, threatened, against or
affecting C.O. Williams before any court or before or by any governmental
department, commission or agency, in Barbados or elsewhere, or before any
arbitrator or board, which has the effect of a Material Adverse Change or has
any reasonable likelihood of having such effect on C.O. Williams, and C.O.
Williams is not in default with  respect to any judgment, order, writ,
injunction, decree or award of any court, arbitrator or government department,
commission or agency, in Barbados or elsewhere.

       

    


    
      
         


      

      
        19

         


      

      
         


      

    

     

    (c)           Burdensome
Provisions

    


    C.O.
Williams is not a party to any agreement or instrument or subject to any rule,
regulation or restriction or to any judgment, order, writ, injunction, decree or
award, which materially aversely affects, or which has any reasonable likelihood
of materially adversely affecting, the business, operations, property or
condition (financial or otherwise) of C.O. Williams.

    


    (d)           Compliance with Other
Instruments

    


    The
execution and delivery of this Agreement and the consummation of the
transactions herein and therein contemplated and the compliance with the terms,
conditions and provisions hereof and thereof, will not conflict with, or result
in a breach of, or constitute a default under, any of the terms, conditions or
provisions of the articles of incorporation or by-laws or other constitutional
documents or corporate instruments of C.O. Williams or any agreement or
instrument to which C.O. Williams is a party or by which it is
bound.

    


    (e)           Disclosure

    


    No
representation or warranty made by C.O. Williams in this Agreement or in any
other document furnished to BNB FTC or BNB from time to time in connection
herewith contains or will contain any untrue statement of a material fact or
omits or will omit to state any material fact necessary to make the statements
herein or therein, in light of the circumstances under which they are made, not
misleading.  There is no fact known to C.O. Williams on the date of
this Agreement which materially adversely affects, the business, operations,
property or condition (financial or otherwise) of C.O. Williams which has not
been disclosed to BNB FTC or BNB.

    


    (f)           Insolvency

    


    C.O.
Williams (i) has not committed any act of bankruptcy, (ii) is not
insolvent,  (iii) has not proposed or given notice of its intention to
propose a compromise or arrangement to its creditors generally, (iv) has no
petition  for a receiving order in bankruptcy filed against it, (v)
has not made a voluntary assignment in bankruptcy or has taken any proceeding to
have itself declared bankrupt or wound-up or taken any proceeding to have a
receiver appointed of any part of its assets or had any encumbrancer take
possession of any of its property, or (vi) has not had an execution or distress
become enforceable  or become levied on any of its assets and
property.

    


    (g)           Infringement

    


    To the
best of the knowledge of C.O. Williams, the design, construction and operation
of the Project does not infringe upon any patents, trademarks, trade names,
service marks or copyrights, domestic or foreign or any other industrial
property or intellectual property of any other person.

    


    (h)           Charge on
Quotas

    


    There has
been no default by C.O. Williams Investments Inc. of any of the terms and
conditions of the C.O. Williams Charge over Quotas.

    
       

      8.3           To
induce BNB and BNB FTC to make each Advance to the Borrower, Landmark herby
represents and warrants to BNB and BNB FTC that as of the date hereof, at the
date of each request for an Advance and during the period that any monies remain
outstanding to BNB or BNB FTC by the Borrower:-

       

      

        
          
             


          

          
            20

             


          

          
             


          

        



    

    (a)           Corporate Status and
Qualifications

    


    Landmark
is a corporation duly formed under the laws of the State of Delaware, is validly
existing under the laws of the State of Delaware and is duly qualified and has
full corporate power and legal right to perform its obligations under this
Agreement and to carry on its business as now conducted, and is in compliance
with all Requirements of Law except to the extent that the failure to comply
therewith would not, in the aggregate, have a material adverse effect on the
business, operations, property or condition (financial or otherwise) of Landmark
and would not materially adversely affect the ability of Landmark to perform its
obligations under this Agreement.

    


    (b)           Litigation

    


    There is
no action, suit or proceeding (whether or not purportedly on behalf of Landmark)
pending or, to the knowledge of Landmark, threatened, against or affecting
Landmark before any court or before or by any governmental department,
commission or agency, in Barbados, the United States of America or elsewhere, or
before any arbitrator or board, which has the effect of a Material Adverse
Change or has any reasonable likelihood of having such effect on Landmark, and
Landmark is not in default with  respect to any judgment, order, writ,
injunction, decree or award of any court, arbitrator or government department,
commission or agency, in Barbados, the United States of America or
elsewhere.

    


    (c)           Burdensome
Provisions

    


    Landmark
is not a party to any agreement or instrument or subject to any rule, regulation
or restriction or to any judgment, order, writ, injunction, decree or award,
which materially aversely affects, or which has any reasonable likelihood of
materially adversely affecting, the business, operations, property or condition
(financial or otherwise) of Landmark.

    


    (d)           Compliance with Other
Instruments

    


    The
execution and delivery of this Agreement and the consummation of the
transactions herein and therein contemplated and the compliance with the terms,
conditions and provisions hereof and thereof, will not conflict with, or result
in a breach of, or constitute a default under, any of the terms, conditions or
provisions of the constitutional documents or corporate instruments of Landmark
or any agreement or instrument to which Landmark is a party or by which it is
bound.

     

    
      (e)           Disclosure

      


      No
representation or warranty made by Landmark in this Agreement or in any other
document furnished to BNB FTC or BNB from time to time in connection herewith
contains or will contain any untrue statement of a material fact or omits or
will omit to state any material fact necessary to make the statements herein or
therein, in light of the circumstances under which they are made, not
misleading.  There is no fact known to  Landmark on the date
of this Agreement which materially adversely affects, the business, operations,
property or condition (financial or otherwise) of Landmark which has not been
disclosed to BNB FTC or BNB.

      


      (f)           Insolvency

      


      Landmark
(i) has not committed any act of bankruptcy, (ii) is not
insolvent,  (iii) has not proposed or given notice of its intention to
propose a compromise or arrangement to its creditors generally, (iv) has no
petition  for a receiving order in bankruptcy filed against it, (v)
has not made a voluntary assignment in bankruptcy or has taken any proceeding to
have itself declared bankrupt or wound-up or taken any proceeding to have a
receiver appointed of any part of its assets or had any encumbrancer take
possession of any of its property, or (vi) has not had an execution or distress
become enforceable  or become levied on any of its assets and
property.

      


      (g)           Infringement

      


      To the
best of the knowledge of Landmark, the design, construction and operation of the
Project does not infringe upon any patents, trademarks, trade names, service
marks or copyrights, domestic or foreign or any other industrial property or
intellectual property of any other person.

      


        
          
             


          

          
            21

             


          

          
             


          

        

      

    

     

    (h)           Charge on
Quotas

    


    There has
been no default by LML Caribbean Limited of any of the terms and conditions of
the Landmark Charge over Quotas.

    


    8.4           If
during the period that any monies remain outstanding to BNB or BNB FTC there is
a breach of any of the representations or warranties provided in Clause 8.1, 8.2
or 8.3 hereto, BNB and BNB FTC shall be under no obligation to make any further
Advances pursuant to this Loan Agreement.

    


    9.           COVENANTS

    


    9.1           Affirmative
Covenants by the Borrower

    


    The
Borrower covenants and agrees that so long as any Advance is outstanding or
other amount is owed by it hereunder, it shall:-

     

    
      (a)           Use of
Funds

      


      Use or
permit to be used the Loan or any part thereof solely for the payment of Project
Costs, for the purchase of Shares and the Queen Street Land and for the Initial
Development of the Beachfront Land.

      


      (b)           Project
Budget

      


      Consult
with BNB FTC or BNB in respect of any proposed material revisions, variations or
deviations in connection with the Project Budget and obtain BNB FTC or BNB’s
prior written consent to the same.

      


      (c)           Changes to
Project

      


      Consult
with BNB FTC or BNB in respect of any proposed changes, variations or deviations
in connection with the layout or structure of the Project or the Development
that are material, obtain BNB FTC or BNB’s prior written consent to the same
and, if applicable, obtain the permission of the Chief Town Planner and any
licences, consents, permits or authorizations required to effect and to keep in
effect any such material change, variation or deviation.

      


      
        	
                (d)  

              	
                Acquisition of
      Assets

              


      

      Forthwith
notify BNB FTC and BNB of its intention to acquire any assets that would have a
material impact on the financial position of the Borrower which are not in the
Project Budget.

      


      
        	
                (e)  

              	
                Price
      Lists

              


      

      


      Provide
to BNB FTC and BNB the list of prices and any amendments thereto for the sale of
the Lots and of any other part of the Development that may be for sale by the
Borrower.

      
        	
                (f)  

              	
                Project
      Information

              


      

      


      Provide
to BNB FTC and BNB updates on the sales of the Lots and updates on the
construction and progress of the Project from time to time but in any event not
less than every month from the date of the first Advance in respect of the First
Tranche or as may otherwise be required by BNB FTC or BNB, and to provide at
least twenty-four hours’ notice to BNB FTC and BNB to permit BNB FTC or BNB or
its agent to attend all meetings concerning sales, construction, general
progress or otherwise to do with the Project.




    
      
         


      

      
        22

         


      

      
         


      

    

     

    
 

    
      	
              (g)  

            	
              Quantity Surveyors’
      Certificate

            


    

    


    Deliver
or cause to be delivered to BNB FTC and BNB concurrently with each Notice of
Borrowing but in any event not less frequently than every two months, a
certificate from the Contractor duly certified by the Quantity Surveyor and
verified by BNB FTC or BNB or its representative certifying (i) that
construction of the Project to the date hereof is in compliance with all laws,
by-laws, permits and orders, and has progressed in accordance with the
Construction Schedule; (ii) the percentage of construction completed to the date
thereof; (iii) the Estimated Completion Costs and (iv) such other matters as may
be required by BNB FTC or BNB.

    


    (h)           Payment of
Obligations

    


    Pay,
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its indebtedness and other material
obligations of whatever nature (including all Project Costs), except when the
amount or validity thereof is currently being contested and reserves in
conformity with GAAP with respect thereto have been provided on the books of the
Borrower.

    


    (i)           Financial
Statements

    


    The
Borrower shall:-

    


    (i)           within
ninety days after the close of each financial year of the Borrower, deliver to
BNB FTC and BNB an audit report prepared and certified by independent, certified
or chartered accountants approved by BNB FTC or BNB;

    (ii)           within
sixty days after the close of its first three calendar quarters, deliver to BNB
FTC and BNB unaudited reports or financial statements certified as accurate by
one of the authorized officers of the Borrower;

    


    (iii)           on
a quarterly basis, deliver to BNB FTC and BNB unaudited financial statements and
a certificate signed by an authorized officer of the Borrower, certifying that
no Default exists;

    


    (iv)           deliver
to BNB FTC and BNB such other information as BNB FTC or BNB may from time to
time reasonably request.  All such financial information shall present
fairly and accurately the financial position of the Borrower in accordance with
GAAP. If the financial information referred to in this Clause 9.1(b) is not
submitted as herein stipulated, BNB FTC and BNB reserve the right to have the
said financial information prepared and to debit the Borrower’s account with the
cost of the same and to vary upwards the interest rate having given notice to
the Borrower of such variation.

    


    (j)           Changes

    


    Forthwith
notify BNB FTC and BNB if (i) there is a Material Adverse Change in the
financial condition of the Borrower and / or (ii) the business,
operations and property of the Borrower has been materially adversely affected
for any reason.

    


    (k)           Conduct of
Project

    


    (i)           Carry
out the Project and conduct business efficiently and with due regard for the
environment.

    


    (ii)           Adhere
to and comply strictly with environmental regulations and laws, such adherence
and conformation to be confirmed by an officer of the Borrower to BNB FTC or BNB
on an annual basis.

    


    (iii)           Maintain
the site of the Project to a level acceptable to BNB FTC and BNB.

    


    (iv)           Obtain
the written approval of BNB FTC or BNB for all material changes in the scope of
works and any variations that will materially increase the cost of the Project,
such changes and variations to be advised to and acknowledged by the
Contractor.

    


      
        
           


        

        
          23

           


        

        
           


        

      



     

    (v)           Obtain
from each Contractor a fixed price contract (or other contract acceptable to
BNB FTC and BNB) whereby
the Contractor assumes all construction risks in this regard, such contract to
be executed in a form acceptable to BNB FTC and BNB, and obtain the prior
written consent of BNB FTC or BNB before entering into or amending such contract
or agreeing to any change in price or scheduling under the terms of such
contract. A copy of each such contract and any amendments thereto shall be
provided to BNB FTC and BNB immediately after each such contract and any
amendments thereto have been entered into by the Borrower.

    


    (vi)           Ensure
that all consents, licences, permits and any other statutory or governmental
requirements and / or regulations required in connection with the maintenance
and running of the Development are obtained and adhered to, the same to be
confirmed by an Officer of the Borrower to BNB FTC or BNB on an annual
basis.

    


    (vii)           Punctually
pay and discharge all rates taxes duties charges assessments impositions and
outgoings which shall be assessed charged or imposed upon or payable in respect
of the Property or any part thereof and if pursuant thereto at any time such
payments shall not be made or the receipts therefore should not be delivered to
BNB FTC or BNB on demand BNB FTC or BNB may pay the same and all monies expended
by BNB FTC or BNB this provision shall be deemed to be properly paid by BNB FTC
or BNB on behalf of the Borrower.

    


    (viii)                      Ensure
that nothing shall be done or nothing shall be permitted to be done in
consequence whereof any of the Property may in any way deteriorate or lessen in
value or any policy of insurance effected in pursuance of the provisions of this
Agreement be avoided or the amount of any premium payable for any such policy of
insurance be increased.

    


    (l)           Completion of
Project

    


    (i)           Complete
or cause to be completed the construction and equipping of the Project in a
timely manner and in accordance with the Plans and Specifications and the
Construction Schedule, and duly exercise or cause to be exercised all rights
under the Project Contracts to achieve such result.

    


    (ii)           At
any time permit a Project Review Team appointed by BNB FTC or BNB to evaluate
the Project Budget and the Project Documents to determine whether or not the
Project can be completed for the stated amount and time frame.

    


    (iii)           Ensure
that Certificates of Compliance for the sale of the Lots and for the completion
of all works on the Project site are obtained after the requisite works required
under the Permission of the Chief Town Planner have been completed, and to
provide a copy of the same to BNB FTC and BNB, and to undertake to promptly make
any variations or adjustments required by the Chief Town Planner in order for a
Certificate of Compliance to be obtained.

    


    (m)           Project Documents and
Construction Contracts

     

    Ensure
that all Project Documents and Construction Contracts have, in form and in
substance, been approved by BNB FTC or BNB before they have been deemed to be
finalized.

    


    (n)           Discharge of
Liens

    


    Discharge
any Lien relating to the Project within five days of receiving notice thereof
provided that the Lien is not in dispute.

    

      (o)           Conduct of Business and
Maintenance of Existence

      


      Carry on
and conduct its business and operations in a proper, efficient and businesslike
manner, in accordance with good business practices; preserve, renew and keep in
full force and effect its corporate existence and take all reasonable action to
maintain all rights, privileges and franchises necessary or desirable in the
normal conduct of its business; and comply with all Contractual Obligations and
Requirements of Law except to the extent that the failure to comply therewith
would not, in the aggregate, have a material adverse effect on the business,
operations, property or condition (financial or other wise) of the Borrower, or
the ability of the Borrower to perform its obligations under the Project
Contracts, this Agreement or the Security to which it is a party.

      


        
          
             


          

          
            24

             


          

          
             


          

        

      

    


    (p)           Insurance

    


    (i)           Construction

    


    The
Borrower shall maintain or cause to be maintained Contractors’ All-risk
insurance coverage on the Project to be sufficient to replace the Project or to
repay all amounts outstanding pursuant to the Loan and required to be paid
hereunder and such other direct damage and indirect damage with respect to delay
in opening insurance as BNB FTC or BNB may reasonably require from time to time,
all with insurance companies as approved by BNB FTC or BNB. Such insurance is to
be in such amounts and with such deductibles as are customary in the case of
owners of projects similar to the Project and in any event as are acceptable to
BNB FTC and BNB. Such insurance is to cover such risks including but not limited
to:- (i) insurance of the site and work materials; (ii) workman compensation
insurance; (iii) professional indemnity insurance; (iv) property and indemnity
to employer;  (v) insurance against personal injury or
damage.

    


    (ii)           Post
Construction

    


    After
Substantial Completion has been achieved and for so long as any amounts are due
hereunder, the Borrower shall maintain or cause to be maintained:-

    


    (a)           all
risks insurance (including the perils of fire, flood, hurricane, tidal wave and
earthquake) on all property of the Borrower located at and / or relating to the
Property on  a replacement cost basis;

    


    (b)           commercial
general and umbrella liability insurance, including insurance against claims for
personal injury, death, property damage or other loss arising out of the
business of the Borrower and the operation of the Project and extended to
include coverage for contractual liability, contingent employer’s liability,
collapse and explosion;

     

    (c)           workers’
compensation insurance covering employees of the Borrower and any other person
acting under the authority of the Borrower;

     

    all with
insurance companies as approved by BNB FTC or BNB such approval not be
unreasonably withheld. Such insurance is to be in such amounts and with such
deductibles as are customary in the case of owners of projects similar to the
Project and in any event as are acceptable to BNB FTC and BNB, such acceptance
not be unreasonably withheld.

    


    (iii) Insurance on the Beachfront
Land

    


    The
Borrower shall maintain or cause to the Subsidiaries to maintain:

    


    (a)           all
risks insurance (including the perils of fire, flood, hurricane, tidal wave and
earthquake) on the Beachfront Land on  a replacement cost
basis;

    


    (b)           commercial
general and umbrella liability insurance, including insurance against claims for
personal injury, death, property damage or other loss arising out of the
business of the Subsidiaries and extended to include coverage for contractual
liability, contingent employer’s liability, collapse and explosion;

    


    (c)           workers’
compensation insurance covering employees of the Subsidiaries and any other
person acting under the authority of the Subsidiaries

    


    all with
insurance companies as approved by BNB FTC or BNB such approval not be
unreasonably withheld. Such insurance is to be in such amounts and with such
deductibles as are customary in the case of owners of property similar to the
Beachfront Land and in any event as are acceptable to BNB FTC and BNB, such
acceptance not be unreasonably withheld.

    


    (iv)           General

     

    (a)           All
policies taken by the Borrower or the Subsidiaries including but not limited to
physical damage shall note the interest of BNB as first mortgagee.

    


      
        
           


        

        
          25

           


        

        
           


        

      



    (b)           Upon
procurement of the insurance required pursuant to this clause, the Borrower
shall furnish to BNB an Officers’ Certificate of the Borrower indicating
procurement of all such required insurance. Such Officers’ Certificate shall
identify the underwriters, the type of insurance, the insurance limits, the
risks covered thereby and the policy term. Upon any renewal of such insurance,
the Borrower shall furnish to BNB an Officer’s Certificate of the Borrower
confirming such renewal and identifying the underwriters, the type of insurance,
the insurance limits, the risks covered therein and the policy
terms.

    


    (c)           Each
insurance policy obtained by the Borrower shall subject to the insurer’s
agreement provide for at least thirty days’ written notice to BNB  of
cancellation, reduction in amount of coverage or any material change in
coverage.

    


    (d)           The
Borrower shall not, directly or indirectly, terminate, cancel or suspend or
permit or consent to any termination, cancellation or suspension of, or enter
into or consent to or permit the assignment of the rights or obligations of any
party to any insurance policy obtained by it without the prior written consent
of BNB.

    


    (e)           The
Borrower shall not, directly or indirectly, amend, modify, supplement or waive,
or permit or consent to the amendment, modification, supplement or waiver of,
any of the provisions of, or give any consent under, any insurance policy
obtained by it (including amending, reducing or canceling any coverage
thereunder), without the prior written consent of BNB such consent not to be
unreasonably withheld.

    


    (g)           The
provisions of this clause shall be deemed to be supplemental to, but not
duplicative of, the provisions of any of the Security that require the
maintenance of insurance.  In the event that any insurance whatsoever
is purchased, taken or otherwise obtained by the Borrower with respect to the
Project or the Beachfront Land otherwise than as required hereunder or if the
interest of BNB is not properly noted thereon or the security interest of BNB is
not otherwise made upon the terms required in this Section, without limitation
of any provision of the Security , such insurance shall be considered assigned
hereunder to BNB on its behalf with the right of BNB on its behalf to make,
settle, comprise and liquidate any and all claims thereunder, without prejudice
to the exercise of any other rights and remedies that BNB on its behalf may
have  under any Applicable Law.

     

    (h)           
BNB FTC and BNB agree that absent the continuing occurrence of any Default or
Event of Default, all insurance proceeds received by BNB pursuant to this clause
shall be utilized to repair or reinstate those parts of the Property or the
Beachfront Land which were damaged by the event to which the insurance applies
or shall otherwise be utilized to cover damages or losses incurred by the
Borrower in connection with the damage sustained on the Property or the
Beachfront Land and in the event that the proceeds of such insurance are
sufficient after making good the damage to the Property or the Beachfront Land
may be applied by the Borrower to costs incurred in connection with any
applicable insurance claim.

      


      (q)           Inspection of Property;
Books and Records; Discussions

      


      The
Borrower and the Subsidiaries shall keep proper books of  record and
account in which full, true and correct entries in conformity with GAAP and all
Requirements of Law shall be made of all dealings and transactions in relation
to its business and activities; at any reasonable time and from time to time
upon reasonable prior notice, the Borrower and the Subsidiaries shall permit
employees and/or agents of BNB FTC or BNB to examine and make copies of and
abstracts from the records and books  of account of the Borrower
and/or the Subsidiaries and to visit  and inspect the premises and
properties, including the Project, of the Borrower and/or the Subsidiaries and
to discuss the affairs, finances and accounts of the Borrower and/or the
Subsidiaries with any of the chief financial officers of the Borrower or such
other knowledgeable  senior officer as may be designated from time to
time by the Borrower and to inspect any of the collateral subject to the
security interests granted under or pursuant to the Security.

      


      (r)           Inspection of
Property

      


      The
Borrower shall provide BNB FTC and BNB with access to the Property and the
Beachfront Land from time to time during the course of construction as well as
after the completion of the Project for the purposes of inspecting the Property
or the Beachfront Land upon not less than twenty-four hours’ notice to the
Borrower.

      




    
      
         


      

      
        26

         


      

      
         


      

    

    (s)           Filings

    


    The
Borrower shall ensure that it and the Subsidiaries file all tax returns required
to be filed by any one of them and to pay all assessments, re-assessments, and
all other taxes, governmental charges, penalties, interest and fines, if any,
due and payable by it, including but not limited to Value Added Tax, land tax,
corporation tax and contributions to the National Insurance Scheme, and shall
provide BNB FTC or BNB with written evidence of such filings and payments when
requested to do so.

     

    (t)           Notices

    


    Promptly
give notice to BNB FTC and BNB:-

    


    (i)           of
the occurrence of any Default or Event of Default;

    


    (ii)           of
any Default or Event of Default under any Contractual Obligation of the Borrower
or any of the Subsidiaries or litigation, investigation or proceeding which may
exist at any time between the Borrower or any of the Subsidiaries and any
Governmental Authority, which in either case has any reasonable likelihood of
having a material  adverse effect on the business, operations,
property or condition (financial or otherwise) of the Borrower or any of the
Subsidiaries;

    


    (iii)           of
any litigation or proceeding affecting the Borrower in which the portion of the
alleged damages not fully covered by insurance is more than One Million Barbados
Dollars (BDS$1,000,000.00)  (or an equivalent amount in any other
currency or currencies) or in which any injunctive or similar relief is sought,
and of any material adverse development in such litigation or proceeding;
and

    


    (iv)           of
any Material Adverse Change concerning  the Borrower or any of the
Subsidiaries.

    


    Each
notice pursuant to this paragraph (u) shall be accompanied by a statement of the
chief executive officer or chief financial officer of the Borrower or the
Subsidiary setting forth details of the occurrence referred to therein and
stating what action the Borrower or the Subsidiary has taken and proposes to
take with respect thereto.

    


     


    
      
         


      

      
        27

         


      

      
         


      

    

    (u)           Security

    


    The
Borrower shall provide or shall procure that the Subsidiaries provide the
Security contemplated hereunder perfected to the satisfaction of BNB and BNB
FTC.

    


    (v)           Necessary Acts for
Security

    


    The
Borrower shall perform or cause to be performed on the request of BNB FTC or BNB
and at the Borrower’s expense, such acts as may be reasonably necessary or
advisable to preserve, protect or perfect any Lien provided for hereunder or
under any of the documents relating to the Security or otherwise to carry out
the intent of this Agreement.  Without limiting the generality of the
foregoing, the Borrower shall cause to be executed, delivered and registered
such further deeds or instruments of conveyance, assignment, transfer, mortgage,
pledge or charge necessary or advisable for such purpose.

     

    (w)           Escrow
Account

    


    Hold in
an escrow account all proceeds from the sale of the Land or any part thereof as
provided for in Clause 6.3 hereto.

    


    (x)           Operating
Accounts

    


    Establish
and maintain any operating accounts in respect of the Loan and the Project at
BNB.

    


    (y)           Intellectual
Property

    


    Register
the trade mark and name “Apes Hill Club” and all intellectual property rights
pertaining thereto with the appropriate Government Authority, and to keep all
licences and registrations in connection therewith in full force and
effect.

    


    (z)           Breach of
Contract

    


    Notify
BNB FTC and BNB of any breach of any of the Project Documents, Project Contracts
or Construction Contracts immediately upon such breach coming to or being
brought to the Borrower’s attention

    


     


    
      
         


      

      
        28

         


      

      
         


      

    

     

    
      9.2           Affirmative
Covenants by the Project Sponsors

      


      The
Project Sponsors respectively covenant and agree that so long as any Advance is
outstanding or other amount is owed by the Borrower hereunder:-

      


      (a)           Financial
Statements

      


      Each
Project Sponsor shall deliver to BNB FTC or BNB such financial information
regarding such Project Sponsor as BNB FTC or BNB may from time to time
reasonably request. All such financial information shall present fairly and
accurately the financial position of each Project Sponsor in accordance with
GAAP.

      


      (b)           Excess Project
Costs

      


      Establish
the necessary cost control arrangements and ensure that adequate provisions are
in place to meet the costs of any unanticipated variations. Any cost over-runs
in the construction, FF&E, purchasers and / or other Project Costs not
included in the Project Budget shall be borne by the Project Sponsors and shall
be paid by the Project Sponsors immediately upon identification thereof prior to
the Borrower requesting any further Advances and BNB FTC and BNB shall be
provided with such evidence of such payments as it may require as a condition
precedent to the making of any further Advances.

       

    

    (c)           Changes

    


    Each
Project Sponsor shall forthwith notify BNB FTC and BNB if (i) there is a
Material Adverse Change in its financial condition and / or
(ii) its business, operations and property has been materially
adversely affected for any reason and / or (iii) there is a change in any of the
directors or executive officers of the Project Sponsors and /or (iv) there is a
change in the beneficial ownership of either of the Project
Sponsors.

    


    (d)           Conduct of Business and
Maintenance of Existence

    


    Each
Project Sponsor shall carry on and conduct its business and operations in a
proper, efficient and businesslike manner, in accordance with good business
practices; preserve, renew and keep in full force and effect its corporate
existence and take all reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its business; and
comply with all Contractual Obligations and Requirements of Law except to the
extent that the failure to comply therewith would not, in the aggregate, have a
material adverse effect on its business, operations, property or condition
(financial or other wise), or its ability to perform its obligations under the
Project Contracts, this Agreement or any other agreement relating to the Project
to which it is a party.

    



    
      
         


      

      
        29

         


      

      
         


      

    


     

    
      (e)           Inspection of Property;
Books and Records; Discussions

      


      Each
Project Sponsor shall keep proper books of  record and account in
which full, true and correct entries in conformity with GAAP and all
Requirements of Law shall be made of all dealings and transactions in relation
to its business and activities; at any reasonable time and from time to time
upon reasonable prior notice, each Project Sponsor shall permit employees and/or
agents of BNB FTC and BNB to examine and make copies of and abstracts from the
records and books  of account of the Project Sponsor  and to
discuss the affairs, finances and accounts of the Project Sponsor with any of
the chief financial officers of the Project Sponsor or such other
knowledgeable  senior officer as may be designated from time to time
by the Project Sponsor.

      


      (f)           Notices

      


      Promptly
give notice to BNB FTC and BNB of (i) any litigation or proceeding affecting the
Project Sponsor in which the portion of the alleged damages not fully covered by
insurance is more than One Million Barbados Dollars
(BDS$1,000,000.00)  (or an equivalent amount in any other currency or
currencies) or in which any injunctive or similar relief is sought, and of any
material adverse development in such litigation or proceeding; and (ii) of any
Material Adverse Change concerning  either of the Project
Sponsors.   Each notice pursuant to this paragraph (f) shall be
accompanied by a statement of the chief executive officer or chief financial
officer of the Project Sponsor setting forth details of the occurrence referred
to therein and stating what action the Project Sponsor has taken and proposes to
take with respect thereto.

       

    

    (g)           Compliance

    


    Procure
that the Borrower shall observe the covenants on the part of the Borrower
contained in this Agreement and comply with the terms and conditions
hereof.

    


    (h)           Provision of
Services

    


    Any
services to be provided to the Borrower by either of the Project Sponsors or any
Related Party of the Project Sponsors shall be provided at fair market value on
an arms length basis.

    


    (i)           Notice of
Breach

    


    Promptly
give notice to BNB FTC and BNB of any breach of any Construction Contract to
which either of the Project Sponsors or any Related Party of either of the
Project Sponsors is a party.

    


    
      
         


      

      
        30

         


      

      
         


      

    


    
      9.3           Negative
Covenants

      


      The
Borrower covenants and agrees that so long as any Advance is outstanding or
other amount is owed by it hereunder, it shall not do or permit to be done the
following acts or things without the prior written consent of BNB FTC or BNB in
each case such consent not to be unreasonably withheld namely:-

      


      
        	
                (a)  

              	
                Liens

              


      

      


      Create,
incur, assume or suffer or permit to exist any Lien upon the Property, the
Shares or the Beachfront Land, except for the Security and Permitted
Liens.

      


      
        	
                (b)  

              	
                Amendments

              


      

      


      (i)           Agree
to or permit any material amendment to be made the Project Budget.

      


      (ii)           Agree
or permit any material amendment to be made to the Articles of Organization, the
By-Laws, to the Members’ Agreement, the Memorandum and Articles of Association
of Cobblers (BVI) Limited, the Memorandum and Articles of Association of Godings
Bay (BVI) Limited or the Articles of Incorporation and By-Laws of Cobblers
(Barbados) Limited.

      


      (iii)           Agree
or permit any material amendment to be made to the Project
Documents.

      


      (iv)           Agree
or permit any material amendment to the Plans and
Specifications.

    

    


    (v)           Agree
or permit any amendment to the financial year end of the Borrower.

    


    
      	
              (c)  

            	
              Quotas and
      Shares

            


    

    


    (i)           Issue
any quotas in the Borrower to any other Person other than those that have, as at
the date hereof, been issued to C.O. Williams Investments Inc., being 8,000,000
quotas and to LML Caribbean Ltd., being 4,000,000 quotas.

    


    (ii)           Issue
any shares  in Cobblers (BVI) Limited or Godings Bay (BVI) Limited to
any other Person other than those that have, as at the date hereof, been issued
to the Borrower, being 50,000 shares.

    


    (iii)           Issue
any shares  in Cobblers (Barbados) Limited to any other Person other
than those that have, as at the date hereof, been issued to Cobblers (BVI)
Limited, being 200 Class A Common Shares and 100 Class B Common Shares shares.

    


    (iv)           Grant
to any Person any agreement or option or any rights or privilege (whether by
law, pre-emptive or contractual) capable of becoming an agreement for the
purchase, subscription, allotment or issuance of any of the unissued quotas in
the capital of the Borrower or of loan capital of the Borrower or any of the
unissued shares in the capital of any of the Subsidiaries or of the loan capital
of any of the Subsidiaries.

    


    
      	
              (d)  

            	
              Termination

            


    

    


    Permit
any termination of any of the Project Contracts by other than a default
thereunder by the contracting party(s).

    


    
      
         


      

      
        31

         


      

      
         


      

    


    
      (e)           Amalgamation and Disposition
of Assets

      


      Enter
into any transaction of amalgamation or consolidation or merger or liquidate,
wind up or dissolve itself (or suffer any liquidation, winding-up or
dissolution), or convey, sell, lease, transfer or otherwise dispose of, in one
transaction or a series of transactions, all or any material part of its
business or property.

      


      (f)           Borrowing of
Money

      


      Borrow
money except pursuant to this Agreement.

      


      (g)           Dividends

      


      Pay any
dividends or make any distribution.

    

    


    (h)           Repayment of
Loan

    


    Repay any
outstanding loans or any other amounts owing to the managers and / or members of
the Borrower and / or to any Related Party (other than fees payable pursuant to
the Project Contracts), or repay any intercompany loans until the Loan is repaid
to BNB FTC and BNB.

    


    (i)           Sale of
Assets

    


    Sell or
otherwise dispose of any accounts receivable or other assets of the Borrower or
the Subsidiaries other than in the normal course of the business of the Borrower
or the Subsidiaries.

    


    (j)           Sale and Leaseback
Transactions

    


    Enter
into any sale and leaseback transactions.

    


    (k)           Consolidations and
Mergers

    


    Consolidate
with or merge into any other company or sell all or substantially all of its
assets or permit any other company to merge into the Borrower or a Subsidiary or
acquire all or a substantial part of the assets or capital stock or any other
person, firm or company if such acquisition is analogous in either purpose or
effect to consolidation or merger.

    


    (o)           Intellectual
Property

    


    License,
sell, assign or otherwise transfer or dispose of any of the Borrower’s
intellectual property rights relating to the Apes Hill Club trademark or to the
Development.

    


    (p)           Covenants and Proprietary
Interest

    


    (i)           Enter
into any covenants affecting or grant any Proprietary Interest in the unsold
Lots, the golf course, the Club, the Beachfront Land or any other part of the
Property or of the Beachfront Land to any third party other than the restrictive
covenants and easements that are included in the Project Documents and approved
by BNB FTC or BNB;

    


    (ii)           Grant
or permit any Person to grant any Proprietary Interest in the Club to any member
of the Club;

    



    
      
         


      

      
        32

         


      

      
         


      

    


    (iii)           Include
or allow any Person to include any provisions in the Club’s plan for offering of
membership or the Club Rules and Club Regulations such that they provide that
membership of the Club gives a member a Proprietary Interest to use the Club
Facilities.

    


    10.           EVENTS
OF DEFAULT

    


    10.1           Events
of Default

    


    Any of
the following events shall constitute an Event of Default
hereunder:-

    


    (a)           if
at the end of the First Phase, BNB FTC or BNB determines that the Conditions
Precedent to the Second Tranche have not been satisfied by the
Borrower;

    


    (b)           if
the Borrower fails to pay any amounts due under this Agreement in accordance
with Clause 6.1(a) hereof;

    


    (c)           if
the Borrower or the Project Sponsors default in the performance or observance of
any covenant contained in Clause 9 hereto and, with respect to any such default
as is capable of being remedied, such default continues for ten days or
more;

    


    (d)           subject
to the above clauses (a), (b) and (c), if the Borrower or the Project Sponsors
or the Subsidiaries default in the performance or observance of any term,
condition or covenant contained in this Agreement, the Security, the Project
Contracts, the Project Documents or any other agreement or undertaking with BNB
FTC or BNB and such default continues for a period of ten days or
more;

    


    (e)           if
any representation or warranty contained in this Agreement shall be untrue in
any material respect on the date as of which it was  made or at any
time while any Advances or other amounts due under this Agreement remain
outstanding;

    


    (f)           if
the Borrower defaults in the payment when due of any other indebtedness or
defaults in honouring when called upon any guarantee or indemnity given by it,
and the time for payment of such indebtedness or honouring such guarantee or
indemnity is not effectively extended or waived, or if any indebtedness or
liability of the Borrower is caused to become due and payable prior to its
stated maturity or prior to its regularly scheduled date for
payment;

    


    (g)           if
this Agreement or the Security or any part thereof shall, at any time after its
respective execution and delivery and for any reason, cease to be in full force
and effect, or if the validity or enforceability thereof is disputed in any
manner by any of the parties thereto other than BNB FTC or BNB;

    


    (h)           if
the Security or any part thereof shall, at any time after its execution and
delivery and for any reason, ceases to constitute a Lien of the nature and
priority specified in or contemplated by this Agreement;

     

    
      (i)           if
the Borrower or a Project Sponsor or a Subsidiary institutes proceedings for its
winding up, liquidation or dissolution, or takes action to become a voluntary
bankrupt, or consents to the filing of a bankruptcy proceeding against it, or
files a petition or answer or consent seeking reorganisation, readjustment,
arrangement, composition or similar relief under any bankruptcy law or any other
similar Applicable Law or consent to the filing of any such petition, or consent
to the appointment of a receiver, liquidator, trustee or assignee in bankruptcy
or insolvency of any part of the property of the Borrower or a Project Sponsor
or a Subsidiary which, in the sole opinion of BNB FTC or BNB, is material, or
makes an assignment for the benefit of creditors, or admits in writing its
inability to pay its debts generally as they become due or commits any other act
of bankruptcy, or suspends transaction of its usual business, or any action is
taken by the Borrower or a Project Sponsor or a Subsidiary in furtherance of any
of the aforesaid;

      
 

    

    
      
         


      

      
        33

         


      

      
         


      

    

     

    (j)           if
a court having jurisdiction enters a decree or order adjudging the Borrower or a
Project Sponsor or a Subsidiary a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganisation, readjustment, arrangement,
composition or similar relief under any bankruptcy law or any other similar
Applicable Law, or a decree or order of a court having jurisdiction for the
appointment of a receiver, liquidator, trustee or assignee in bankruptcy or
insolvency of any part of the property of the Borrower or a Project Sponsor or a
Subsidiary which, in the sole opinion of BNB FTC or BNB, is material, or for the
winding up, dissolution or liquidation of its affairs, is entered and such
decree or order is not contested and the effect thereof stayed, or any part of
the property of the Borrower  or  a Project Sponsor or a
Subsidiary which in the sole opinion of BNB FTC or BNB is material is
sequestered or attached and is not returned to the possession of the Borrower or
released from such attachment within 15 days thereafter;

    


    (k)           if
an encumbrancer takes possession of any of the property of the
Borrower  or a Project Sponsor or a Subsidiary or a distress or
execution or any similar process is levied or enforced against the same and
remains unsatisfied for the shorter of a period of 15 days or such period as
would permit such part of the property to be sold thereunder, and such action,
in the sole opinion of BNB FTC or BNB has a likelihood of having a material and
adverse effect on the business, operations, property or condition (financial or
otherwise) of the Borrower or  a Project Sponsor or a
Subsidiary;

    


    (l)           if
a final judgment shall be rendered against the Borrower or  a Project
Sponsor or a Subsidiary and, within fifteen days after entry thereof, such
judgment shall not have been discharged, or execution thereof stayed pending
appeal or if, within fifteen days after the expiration of any such stay, such
judgment shall not have been discharged;

    


    (m)           if
the Borrower or either of the Project Sponsors or any one of the Subsidiaries
becomes a party to any litigation or arbitration proceedings or to any actions,
suits proceedings or investigations including but not limited to any claims in
respect of Taxes, governmental charges or assessments which, in the opinion of
BNB FTC or BNB, may have a material adverse effect on the financial position of
the Borrower or of either of the Project Sponsors or any one of the
Subsidiaries; or

    


    (n)           if
BNB FTC or BNB on reasonable grounds determines that the
Project cannot be completed in accordance with the Construction Schedule or
within the Project Budget.

    


    10.2           Actions
on  Default

    


    Upon the
occurrence of any Event of Default, and at any time thereafter if the Event of
Default shall then be continuing, BNB FTC or BNB in its discretion may take any
or all of the following actions:-

    (a) declare
the principal and accrued interest in  respect of the Advances to be,
whereupon the same shall become, immediately due and payable without
presentment, demand, protest or other notice of any kind all of which are hereby
expressly waived by the Borrower except as otherwise provided
herein;

    


    (b)           apply
the Default Rate of Interest to any amounts due under this Agreement if the
principal and accrued interest in respect of the Advances is declared
immediately due and payable in accordance with Clause 10.2 (a);

     

    (c)           declare
the Loan facility terminated, whereupon the same shall terminate immediately and
all amounts accrued hereunder shall forthwith become due and payable without any
further notice of any kind;

    


      
        
           


        

        
          34

           


        

        
           


        

      

    

     

    (d)           realise
upon the Security or any part thereof or any other security held by BNB for the
indebtedness and liability of the Borrower to BNB or BNB FTC;

    


    (e)           without
limitation, proceed by any other action, suit, remedy or proceeding authorised
or permitted by this Agreement or by law or by equity.

    


    10.3           Completion
of the Project

    


    Upon BNB
FTC or BNB declaring the principal of the Advances to be immediately due and
payable as provided in Clause 10.2(a) hereto, BNB FTC or BNB shall, without
limitation of any of other rights and remedies available to BNB FTC or BNB, have
the right in their sole discretion to assume all right, title and interest of
the Borrower in and to the Project and all related agreements and documentation
in order to complete the Project, but shall be under no obligation and shall
incur no liability by its failure to do so.  All amounts paid and
reasonable expenses incurred by BNB FTC or BNB in connection therewith shall be
payable by the Borrower upon demand by BNB FTC or BNB and shall bear interest as
specified in Clause 4 .1 hereto and shall be secured by the
Security.

     

    
      


      10.4           Remedies
Cumulative

      


      The
rights and remedies of BNB FTC and BNB under this Agreement and the Security are
cumulative and in addition to and not in substitution for any rights or remedies
provided by law or by equity.

      


      10.5           Appropriation
of Moneys Received

      


      BNB FTC
and BNB may from time to time when an Event of Default has occurred and is
continuing appropriate any moneys received by it from the Borrower, including
any moneys in the escrow account referred to in Clause 6.3 hereto, or from the
Security or any part thereof or from any other security held by BNB in or toward
payment of such of the obligations of the Borrower hereunder as BNB FTC and BNB
in their sole discretion may see fit.

      


      10.6           Non-Merger

      


      The
taking of any action or dealing whatsoever by the BNB FTC or BNB in respect of
the Borrower or the Security or any other security shall not operate as a merger
of any of the obligations of the Borrower or BNB FTC or BNB or in any way
suspend payment or affect or prejudice the rights, remedies and powers, legal or
equitable, which BNB FTC and BNB  may have in connection with such
obligations, and the surrender, cancellation or other dealing with the Security
or any part thereof shall not release or affect the obligations of the Borrower
or BNB FTC or BNB or prejudice any other part of the Security.

      


      10.7           Termination
of BNB FTC and BNB’s Obligations

      


      The
occurrence of an Event of Default shall relieve BNB FTC and BNB of all
obligations to provide any further Advances hereunder.

       

      
        11.           MISCELLANEOUS

        


        11.1           Expenses

        


        The
Borrower shall, whether or not any or all of the transactions hereby
contemplated shall be consummated, pay all out-of-pocket costs and reasonable
expenses  of BNB FTC and BNB in connection with the preparation,
execution and delivery of this Agreement, the Security and all related
documentation and the amendment and enforcement of, and the preservation of any
of BNB FTC and BNB’s rights under, this Agreement and the Security, and the
repayment of Advances and the payment of interest, fees and any other
obligations hereunder or under the Security (including without limitation, the
reasonable fees and out-of-pocket expenses of counsel for BNB FTC and BNB and
any other consultants or appraisers whose services are required in connection
with the Project, the Loan and the Security).

        
 

      

    

    
      
         


      

      
        35

         


      

      
         


      

    


    11.2           Indemnification

     

    The
Borrower hereby agrees to indemnify BNB and BNB FTC and in each case their
directors, officers, employees and agents for, and hold each of them harmless
against:-

    


    (a) Litigation

    


    Any and
all losses, liabilities, claims, damages or reasonable expenses incurred by any
of them arising out of or by reason of any investigation or litigation or other
proceeding (including any threatened investigation or litigation or other
proceeding) relating to the extensions of credit hereunder or any actual or
proposed use by the Borrower of the proceeds of any Advances or the past,
present or future business activities of the Borrower including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation or litigation or other proceeding
provided that any investigation or litigation or other proceeding is
attributable to the activities of the Borrower (but excluding any such losses,
liabilities, claims, damages or expenses that are determined pursuant to a
final, non-appealable order of a court of competent jurisdiction to have
resulted solely from the  negligence or  misconduct of BNB
FTC or BNB as applicable, their directors, officers, employees and its agents);
and

    


    (b) Default

    


    Any loss
or expense, including without limitation any loss or expense arising from
interest or fees payable by BNB FTC to BNB in order to make or maintain any
Advances and any loss or expense incurred in liquidating or re-employing
deposits from which such funds were obtained, which BNB FTC or BNB may sustain
or incur as a consequence of:-

    


    (i)           default
by the Borrower in the payment when due of the principal amount of or interest
on any Advances or in the payment when due of any other amount
hereunder;

     

    
      (ii)              default
by the Borrower in obtaining an Advance after the Borrower has given notice
hereunder that it desires to obtain such Advance; and

      


      (iii)           default
by the Borrower in making any prepayment of outstanding Advances after the
Borrower has given notice hereunder that it desires to make such
prepayment.

      


      (iv)           A
certificate of BNB FTC or BNB as to any such loss or expense shall be conclusive
and binding in the absence of manifest error.

      


      
        	
                11.3

              	
                Waiver

              


      

      


      No delay
on the part of BNB FTC or BNB in exercising any right or privilege hereunder
shall operate as a waiver thereof, and no waiver of any Default or Event of
Default shall operate as a waiver thereof unless made in writing and signed by
an authorised officer of BNB FTC or BNB as the case may be.  No
written waiver shall preclude the further or other exercise by BNB FTC or BNB of
any right, power or privilege hereunder, or extend to or apply to any other
Default or Event of Default.  BNB FTC and BNB shall not be deemed to
have waived, by reason of making available any Advances hereunder, any Default
or Event of Default which may arise by reason of any representation or warranty
made or deemed to have been made herein proving to have been false or
misleading, notwithstanding that BNB FTC or BNB may have had notice or knowledge
or reason to know that such representation or warranty was false or
misleading.

      


      11.4           Further
Assurances

      


      The
Borrower shall from time to time forthwith upon request by BNB FTC or BNB do,
make and execute all such documents, acts, matters and things as may be
reasonably required by BNB FTC or BNB to give effect to this Agreement and the
Security.

       

    

    
      
         


      

      
        36

         


      

      
         


      

    

     

    


    11.5           Notices

    


    Any
notice or communication to be given hereunder may be effectively given by
delivering the same at the address hereinafter set forth or by sending the same
by prepaid registered mail to the parties at such addresses.  Any
notice so mailed shall be deemed to have been received on the fifth Business Day
next following the mailing thereof, provided that the postal service is in
normal operation during such time. Any facsimile notice shall be deemed to have
been received on transmission if the date thereof is a Business Day and, if not,
on the next Business Day following transmission.  The mailing and
facsimile address of the parties for the purpose hereof shall be as
follows:

    


    BNB
FTC

    


    BNB
Finance & Trust Corporation

    Independence
Square, Bridgetown, Barbados

    Attention:
The General Manager

    Facsimile:

    


    BNB

    


    Barbados
National Bank Inc.

    Independence
Square, Bridgetown, Barbados

    Attention:
The General Manager

    Facsimile:

    


    The
Borrower

    Apes Hill
Development SRL

    Worthing
Corporate Centre

    Worthing,
Christ Church, Barbados

    Attention:

    Facsimile:

    


    The
Project Sponsors

    C.O.
Williams Construction Limited

    Lears,
St. Michael, Barbados

    Attention:

    Facsimile:

    


    Landmark
Land Company Inc.

    2817
Crain Highway,

    Upper
Marlboro,

    Maryland
20774

    Attention:

    Facsimile:

     

    Either
party from time to time notify the other party, in accordance with the
provisions hereof, of any change of its address which thereafter, until changed
by like notice, shall be the address of such party for all purposes of this
Agreement.

    


    11.6           Governing
Law

    


    This
Agreement and all certificates and other documents to be delivered to BNB FTC or
BNB hereunder shall be construed and interpreted in accordance with the Laws of
Barbados,

    



    
      
         


      

      
        37

         


      

      
         


      

    


    11.7           Priority
of this Agreement

    


    In the
event of any conflict or inconsistency between any of the provisions in this
Agreement and any of the provisions in the Security, as against the parties
hereto the provisions in this Agreement shall prevail.

    


    11.8           Survival

    


    All
agreements, representations and warranties made herein shall survive the
execution and delivery of this Agreement and the Security and the obtaining of
Advances, and all indemnities set forth herein shall survive the repayment of
the Advances and the termination of this Agreement.

    


    11.9           Severability

    


    If at any
time one or more provisions of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, such provision shall be deemed to be served from
this Agreement to the extent of such invalidity, illegality or unenforceability,
and the validity, legality and enforceability of the remaining provisions of
this Agreement shall not be in any way affected or impaired
thereby.

    


    11.10                      Benefit
of Agreement

    


    This
Agreement shall be binding upon and ensure to the benefit of the parties hereto
and their respective successors and assigns; provided, however, that the
Borrower may not assign or transfer any of its rights or obligations hereunder
without the prior written consent of BNB FTC or BNB.

    


    11.11                      Consent Not Unreasonably
Withheld

    


    In the
event any consent or approval of BNB FTC or BNB is required for any purpose
hereunder, BNB FTC and BNB agree that such consent or approval will not be
unreasonably withheld or delayed.

    


    11.12                      Counterparts

    This
Agreement may be executed in one or more counterparts each of which shall be
deemed to be an original but all of which taken together shall constitute one
and the same instrument.

     

    



    
      
         


      

      
        38

         


      

      
         


      

    


    THE FIRST SCHEDULE
HEREINBEFORE REFERRED TO

    Part A

    Conditions Precedent for the
First Tranche

    


    
      	
              (1)

            	
              BNB
      FTC shall have received written evidence of “expressions of interest” over
      seventy-nine of the Lots. Such “expressions of interests” shall be subject
      to independent verification by BNB
FTC.

            


    

    


    
      	
              (2)

            	
              BNB
      FTC shall have received a certified copy of the Application to the Chief
      Town Planner and the related Permission of the Chief Town Planner for
      the  Project and the sale of the
Lots.

            


    

    


    
      	
              (3)

            	
              The
      permission of the Exchange Control Authority of Barbados to make the Loan
      and to take the Security has been obtained by BNB
  FTC.

            


    

    


    
      	
              (4)

            	
              Equity
      in the amount of US$4,000,000.00 shall have been injected either directly
      or indirectly by Landmark.

            


    

    


    (5)           BNB
FTC shall have received the required Notice of Borrowing.

    


    
      	
              (6)

            	
              There
      shall exist no Default or Event of Default on the date of the each Advance
      in respect of the First Tranche and, if required by BNB FTC, the Borrower
      shall have delivered to BNB FTC an Officers’ Certificate to such
      effect.

            


    

    


    
      	
              (7)

            	
              All
      representations and warranties contained in Clause 8 hereto shall be true
      on and as of the date of each Advance in respect of the First Tranche with
      the same effect as if such representations and warranties had been made on
      and as of the date of each Advance in respect of the First Tranche and, if
      required by BNB FTC, the Borrower shall have delivered to BNB FTC an
      Officers’ Certificate to such
effect.

            


    

    


    
      	
              (8)

            	
              BNB
      FTC shall have received the documents relating to the Security which shall
      have been duly executed by the respective parties thereto and registered
      and filed as referred to in Clause 7.2
hereto.

            


    

    


    
      	
              (9)  

            	
              The
      following documents, in form, substance and execution acceptable to BNB
      FTC shall have been delivered to BNB FTC, and where BNB FTC deems
      necessary, filed or registered:-

            


    

    


    (i)           a
copy of each of the Project Contracts and Project Documents;

     

    
      
        	
                 
      

              	
                (ii)

              	
                an
      Officers’ Certificate confirming that all building permits, special
      permits, licences, agreements, tax or other concessions or incentives
      (together hereinafter referred to as “the Permits”) required to be issued
      by the relevant governmental authority in respect of the Project and the
      Property and in respect of the construction of the Project in accordance
      with the Plans and Specifications have been obtained by the Borrower to
      the extent that they are required for the stage of the Project at the date
      of each Advance and are in full force and effect, together with copies of
      all such Permits;

              


      

      


      (iii)           the
latest Project Budget;

      


      
        	
                 
      

              	
                (iv)

              	
                a
      Project Manager’s Certificate stating that, in the opinion of the Project
      Manager, all development and building permits and agreements and other
      governmental approvals required in connection with the Project have been
      obtained or are obtainable;

              


      

      


      (v)           the
Construction Schedule;

      


      
        	
                 
      

              	
                (vi)

              	
                an
      independent clean environmental assessment report on the Project. This
      report should also confirm to the satisfaction of BNB FTC that the
      Borrower’s operations will be in compliance with local environmental
      laws.

              


      

      


        
          
             


          

          
            39

             


          

          
             


          

        

      

    

     

    
      	
              (10)

            	
              The
      following documents in form, substance and execution acceptable to BNB FTC
      shall have been delivered to BNB
FTC:-

            


    

    


    
      	
              (i)  

            	
              duly
      certified copies of the constitution documents of the Borrower not
      inconsistent with the entering into and performance by the Borrower of all
      of the transactions contemplated herein, and of all corporate proceedings
      taken and required to be taken by the Borrower to authorise the execution
      and delivery of this Agreement and the documents relating to the Security
      to which the Borrower is a party and the entering into and performance of
      the transactions contemplated herein and
  therein;

            


    

    


    
      	
              (ii)  

            	
              duly
      certified copies of the charter documents and by-laws of, and all
      corporate action taken and required to be taken by, each person other than
      the Borrower to authorise the execution and delivery of
      documents

            


    


    
      	
              (iii)  

            	
              relating
      to the Security to which it is a party and the entering into and
      performance of the transactions contemplated
  therein;

            


    

    


    
      	
              (iv)  

            	
              certificates
      of incumbency of the Borrower and each of the persons referred to in the
      foregoing clause (ii) setting forth specimen signatures of the persons
      authorised to execute this Agreement,  and the documents
      relating to the Security.

            


    

    


    
      	
              (v)  

            	
              such
      other documents relative to the Security and the transactions contemplated
      herein as BNB FTC may reasonably
require.

            


    

    


    
      	
              (11)

            	
              BNB
      FTC shall have received and approved Plans and Specifications for the
      Project.

            


    

    


    
      	
              (12)

            	
              BNB
      FTC shall be provided with satisfactory evidence that the Borrower has
      sufficient capital resources to finance the Project Costs between
      Advances.

            


    

    


    
      	
              (13)

            	
              The
      Borrower shall obtain and deliver to BNB FTC certification from the
      Quantity Surveyor that the budget for the Project of US$51,717,755.00 is
      sufficient to complete the Project.

            


    

    


    
      	
              (14)

            	
              Each
      Advance will be conditioned upon BNB FTC’s usual construction disbursement
      process, including, but not limited to, receipt of contractor applications
      for payment, invoices, lien waivers, and on condition that no Event of
      Default exists under the Loan and at the time of such Advance and that the
      remaining balance of the Loan is sufficient to provide for completion of
      the Project, which shall be verified and confirmed by the Quantity
      Surveyor.

            


    

    


    
      	
              (15)

            	
              BNB
      FTC’s designated representative shall have made a satisfactory inspection
      of the Project.

            


    

    


    
      	
              (16)

            	
              The
      Project Budget shall have been approved by BNB
  FTC.

            


    

    


    
      	
              (17)

            	
              BNB
      FTC shall have determined, in its reasonable opinion, that the financial,
      economic and political environment in Barbados is conducive to the success
      of the Project and the performance by the Borrower of its obligations
      under this Agreement, the Security, that the Project is viable and that
      there has been no Material Adverse Change in respect of the Borrower or
      the Project Sponsors.

            


    

    


    Part B

    Conditions Precedent for the
Second Tranche

    


    
      	
              (1)

            	
              BNB
      FTC shall have received copies of signed agreements for sale and deposits
      in the amount of 10% of the sale proceeds for 45% of the Lots in Parcels I
      and J, such deposits to be held in accordance with Clause 6.3
      hereof.

            


    


    
      
         


      

      
        40

         


      

      
         


      

    


    


    
      	
              (2)

            	
              BNB
      FTC shall have appointed an independent firm of valuers to conduct
      valuations of the Lots and shall have received verification from such
      valuers that the value of each Lot is at least BDS$8.00 per square
      foot.

            


    

    


    
      	
              (3)

            	
              BNB
      FTC shall have received a certified copy of the Application to the Chief
      Town Planner and the related Permission of the Chief Town Planner for
      the  Project and the sale of the
Lots.

            


    

    


    
      	
              (4)

            	
              BNB
      FTC shall have received and approved fully completed Plans and
      Specifications for the Project.

            


    

    


    
      	
              (5)

            	
              There
      shall exist no Default or Event of Default on the date of each Advance in
      respect of the Second Tranche and, if required by BNB FTC, the Borrower
      shall have delivered to BNB FTC an Officers’ Certificate to such
      effect.

            


    

    


    
      	
              (6)

            	
              All
      representations and warranties contained in Clause 8 hereto shall be true
      on and as of the date of each Advance with respect to the Second Tranche
      with the same effect as if such representations and warranties had been
      made on and as of the date of each Advance in respect of the Second
      Tranche and, if required by BNB FTC, the Borrower shall have delivered to
      BNB FTC an Officers’ Certificate to such
effect.

            


    

    


    
      	
              (7)

            	
              BNB
      FTC’s designated representative shall have made a satisfactory inspection
      of the Project.

            


    

    


    
      	
              (8)

            	
              BNB
      FTC shall have received the required Notice of
  Borrowing.

            


    

    


    


    Part C

    Conditions Precedent for the
Third Tranche

    


    
      	
              (1)

            	
              The
      permission of the Exchange Control Authority of Barbados to make the Loan
      and to take the Security has been obtained by BNB
  FTC.

            


    

    


    
      	
              (2)

            	
              The
      permission of the Exchange Control Authority of Barbados for the purchase
      of the Shares has been obtained by the Borrower and copies of the said
      permission provided to BNB FTC.

            


    

    


    
      	
              (3)

            	
              The
      Borrower shall have amended the Memorandum of Association and Articles of
      Association of Godings Bay (BVI) Limited and of Cobblers (BVI) Limited and
      shall have provided to BNB FTC certified copies of the said amendments
      filed at the Corporate Registry in the British Virgin Islands and filed at
      the Corporate Registry in Barbados.

            


    

     

    
      
        	
                (4)

              	
                BNB
      FTC shall have received the documents relating to the Security which shall
      have been duly executed by the respective parties thereto and registered
      and filed as referred to in Clause 7.2
hereto.

              


      

      


      
        	
                (5)

              	
                There
      shall exist no Default or Event of Default on the date of the any Advance
      of the Third Tranche and, if required by BNB FTC, the Borrower shall have
      delivered to BNB FTC an Officers’ Certificate to such
    effect.

              


      

      


      
        	
                (6)

              	
                All
      representations and warranties contained in Clause 8 hereto shall be true
      on and as of the date of each Advance in respect of the Third Tranche with
      the same effect as if such representations and warranties had been made on
      and as of the date of each Advance in respect of the Third Tranche and, if
      required by BNB FTC, the Borrower shall have delivered to BNB FTC an
      Officers’ Certificate to such
effect.

              


      



    
      
         


      

      
        41

         


      

      
         


      

    

    


    Part D

    Conditions Precedent for the
Fourth Tranche

    


    
      	
              (1)

            	
              The
      permission of the Exchange Control Authority of Barbados to advance the
      Fourth Tranche and to take the third Mortgage / Debenture described in
      Clause 7.1(k) as security has been obtained by BNB
  FTC.

            


    

    


    (2)           BNB
FTC shall have received the required Notice of Borrowing.

    


    
      	
              (3)

            	
              There
      shall exist no Default or Event of Default on the date of the each Advance
      in respect of the Fourth Tranche and, if required by BNB FTC, the Borrower
      shall have delivered to BNB FTC an Officers’ Certificate to such
      effect.

            


    

    


    
      	
              (4)

            	
              All
      representations and warranties contained in Clause 8 hereto shall be true
      on and as of the date of each Advance in respect of the Fourth Tranche
      with the same effect as if such representations and warranties had been
      made on and as of the date of each Advance in respect of the Fourth
      Tranche and, if required by BNB FTC, the Borrower shall have delivered to
      BNB FTC an Officers’ Certificate to such
effect.

            


    

    


    
      	
              (5)

            	
              BNB
      FTC shall have received the documents relating to the Security which shall
      have been duly executed by the respective parties thereto and registered
      and filed as referred to in Clause 7.2
hereto.

            


    

    


    
      	
              (6)

            	
              The
      following documents, in form, substance and execution acceptable to BNB
      FTC shall have been delivered to BNB FTC, and where BNB FTC deems
      necessary, filed or registered:-

            


    

     

    
      
        	
                 
      

              	
                (i)

              	
                a
      copy of each of the Project Contracts and Project Documents or any
      amendments thereto pertaining to the development of Parcel
    B;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                an
      Officers’ Certificate confirming that all building permits, special
      permits, licences, agreements, tax or other concessions or incentives
      (together hereinafter referred to as “the Permits”) required to be issued
      by the relevant governmental authority in respect of Parcel B of the Land
      and in respect of the construction of villas on Parcel B in accordance
      with the Plans and Specifications have been obtained by the Borrower to
      the extent that they are required for the stage of the Project at the date
      of each Advance and are in full force and effect, together with copies of
      all such Permits;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      latest Project Budget which includes the cost of the construction of
      villas on Parcel B;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                a
      Project Manager’s Certificate stating that, in the opinion of the Project
      Manager, all development and building permits and agreements and other
      governmental approvals required in connection with the development of
      Parcel B have been obtained or are
obtainable;

              


      

      


      (v)           the
Construction Schedule for the construction of villas on Parcel B.

      
 

    

    
      
         


      

      
        42

         


      

      
         


      

    

     

    
      	
              (7)

            	
              The
      following documents in form, substance and execution acceptable to BNB FTC
      shall have been delivered to BNB
FTC:-

            


    

    


    
      	
               
      

            	
              (i)

            	
              duly
      certified copies of all corporate proceedings taken and required to be
      taken by the Borrower to authorise the execution and delivery of this
      Third  Amended and Restated Loan Agreement and the documents
      relating to the Security to which the Borrower is a party and the entering
      into and performance of the transactions contemplated herein and
      therein;

            


    

    


    
      	
              (ii)  

            	
              duly
      certified copies of all corporate action taken and required to be taken
      by, each person other than the Borrower to authorise the execution and
      delivery of documents relating to the additional Security for the Fourth
      Tranche to which it is a party and the entering into and performance of
      the transactions contemplated
therein;

            


    

    


    
      	
              (iii)  

            	
              certificates
      of incumbency of the Borrower and each of the persons referred to in the
      foregoing clause (ii) setting forth specimen signatures of the persons
      authorised to execute this Agreement,  and the documents
      relating to the Security.

            


    

    


    
      	
              (iv)  

            	
              such
      other documents relative to the Security and the transactions contemplated
      herein as BNB FTC may reasonably
require.

            


    


    (8)           BNB
FTC shall have received and approved any additional Plans and Specifications for
the construction of villas on Parcel B.

    


    
      	
              (9)

            	
              BNB
      FTC shall be provided with satisfactory evidence that the Borrower has
      sufficient capital resources to finance the Project Costs between
      Advances.

            


    

    


    
      	
              (10)

            	
              The
      Borrower shall obtain and deliver to BNB FTC certification from the
      Quantity Surveyor that the budget for the Project of US$60,717,755.00 is
      sufficient to complete the Project.

            


    

    


    
      	
              (11)

            	
              Each
      Advance will be conditioned upon BNB FTC’s usual construction disbursement
      process, including, but not limited to, receipt of contractor applications
      for payment, invoices, lien waivers, and on condition that no Event of
      Default exists under the Loan and at the time of such Advance and that the
      remaining balance of the Loan is sufficient to provide for completion of
      the Project, which shall be verified and confirmed by the Quantity
      Surveyor.

            


    

    


    
      	
              (12)

            	
              BNB
      FTC’s designated representative shall have made a satisfactory inspection
      of the Project.

            


    

    


    
      	
              (13)

            	
              The
      Project Budget shall have been approved by BNB
  FTC.

            


    

    


    
      	
              (14)

            	
              BNB
      FTC shall have determined, in its reasonable opinion, that the financial,
      economic and political environment in Barbados is conducive to the success
      of the Project and the performance by the Borrower of its obligations
      under this Agreement, the Security, that the Project is viable and that
      there has been no Material Adverse Change in respect of the Borrower or
      the Project Sponsors.

            


    

    



    
      
         


      

      
        43

         


      

      
         


      

    


    THE SECOND SCHEDULE
HEREINBEFORE REFERRED TO

    THE LAND

    


    ALL THAT
land (formerly part of the Apes Hill, The Spring, Gregg Farm and Waterhall
plantations as same are presently constituted) situate in the districts of Apes
Hill, The Spring, Gregg Farm and Waterhall in the parishes of Saint James and
Saint Andrew in this Island containing by admeasurement 1,902,000 square metres
inclusive of 6,614 square metres in Public Road (comprising approximately 74
hectares of the lands of Apes Hill Plantation approximately 69.1 hectares of the
lands of The Spring Plantation approximately 19.2 hectares of the lands of Gregg
Farm Plantation and approximately 27.9 hectares (formerly thought to be 28.4
hectares) of the lands of the Waterhall Dairy itself formerly part of Waterhall
Plantation) as the same is delineated and shown on a plan made and certified on
the 11th day of
October, 2005 by Brian A. Hart, Land Surveyor and
Abutting and Bounding on lands of Taitts Plantation on lands of Springhead
Plantation on other lands of The Spring Plantation on other lands of Apes Hill
Plantation on other lands of Gregg Farm Plantation on lands of Arch Royal Ltd.
on certain lots namely Lot 1, Lot 2C, Lot 2B and on lands of Peter Tomlin (Lot
2A) all formerly part of the lands of Gregg Farm Plantation on a portion of the
Public Road leading from Orange Hill to Gregg Farm on other lands of Gregg Farm
Plantation on other portions of the aforesaid Public Road leading from Orange
Hill to Gregg Farm on lands of Stephen Williams on a right of way (leading
westerly to Waterhall and easterly and southerly to Orange Hill or to Gregg Farm
a portion of which right of way leads to lands of Sir Charles Williams being
Spring House) on lands of Sir Charles Williams being Spring House on other
portions of the aforesaid Public Road leading from Orange Hill to Gregg Farm on
other lands of Apes Hill Plantation on lands of Frederick Forde on other lands
of Apes Hill Plantation on portions of the Public Road leading from Waterhall to
Highway 2A in one direction and to Orange Hill in the other direction and on
sundry owners of lots in St. Silas Heights Development Stage 2 or however else
the same may abut and bound.

    


    


    THE THIRD SCHEDULE
HEREINBEFORE REFERRED TO

    CONSTRUCTION
CONTRACTS

    


    (1)           Contract
dated the 22nd day of December 2005 and made between Apes Hill Development SRL
and C.O. Williams Construction Limited for management services.

    


    (2)           Contract
dated the 22nd day of December, 2005 and made between Apes Hill Development SRL
and Landmark for management services.

    


    (3)           Contract
dated
the                                           day
of                                                      and
made between Apes Hill Development SRL
and                                 for

     

    

      THE FOURTH SCHEDULE
HEREINBEFORE REFERRED TO

      THE QUEEN STREET
LAND

      


      ALL THAT
land situate at near Queen Street, Speightstown in the parish of Saint Peter in
this Island formerly said to contain by admeasurement one rood thirty-two and
nine-tenth perches or thereabouts but by recent survey made and certified the
27th
day of May 2004 by Andrew R. Bannister, Land Surveyor, found to contain 1,557.6
square metres abutting and bounding on lands of Godings Bay (Cayman) Limited on
the sea on a public drain and on the public road known as Queen Street which
leads in one direction to Speightstown By-Pass Road or however else the same may
abut and bound.

      


      


      THE FIFTH SCHEDULE
HEREINBEFORE REFERRED TO

      THE OTHER QUEEN STREET
LANDS

      


      FIRSTLY ALL THAT land situate
at Queen St. in St. Peter containing by admeasurement 4,366 sq. ft. or
thereabouts Abutting and Bounding on the sea on a road three feet wide on lands
formerly of A. L. Edwards and then of the vendor and being the parcel of land
thirdly herein described on lands formerly of Cleveland Griffith and then of the
vendor being the parcel of land secondly herein described or however else the
same may abut and bound

       

    


    
      
         


      

      
        44

         


      

      
         


      

    

     

    SECONDLY ALL THAT land situate
at Queen St. aforesaid containing by admeasurement 4,552 sq. ft. or thereabouts
Abutting and Bounding on the sea on lands formerly of Hutson A. Williams and
then of the vendor being the parcel of land firstly hereinbefore described and
on the said parcel thirdly herein described and on lands formerly of Iris
Griffith but now of the vendor or however else the same may abut and
bound

    


    THIRDLY ALL THAT land situate at Queen
St. aforesaid containing by admeasurement 4,535 sq. ft. Abutting and Bounding on
the parcels firstly and secondly herein described on the said road three feet
wide on lands formerly of the said Hutson A. Williams but now of the purchaser
and on lands formerly of Iris Jemmott but now of the vendor or however else
the  same may abut and bound and

    


    FOURTHLY ALL THAT certain
piece or parcel of land situate at Queen’s St., Speightstown, St. Peter formerly
said to contain by admeasurement 6,940 sq. ft. but found by survey made on Nov.
14, 1968 by D.A.P. Trotman, Land Surveyor, to contain by admeasurement 5,975 sq.
ft. or therebabouts (containing a right of way six feet wide and containing 513
sq. ft. of land) Abutting and Bounding on the south on lands now or late of Iris
and Beryl Jemmott on the West on lands now late of Cleveland Griffith and on a
road three feet wide and on the North on lands now or late of Jane Hinds and on
the East on the public road or however else the same may abut and bound Together
with the buildings thereon.

    


    FIFTHLY ALL THAT certain piece
or parcel if land (formerly part of a larger area of 2 roods 27 1⁄4 perches)
situate at Queen St., Speightstown, St. Peter containing by admeasurement 13,852
square feet or there abouts Abutting and Bounding on lands now or late of A.L.
Edwards on lands of the Estate of Iris Owen Skeete Jemmott deceased being the
remainder of the said larger area on lands now or late of H.A. Williams and on
the sea or however else the same may abut and bound and

    


    SIXTHLY ALL THAT certain piece
or parcel of land (formerly part of a larger area of 2 roods 27
1⁄4  perches) situate at Queen St., Speightstown, St. Peter containing
by admeasurement 13,804 sq. feet or thereabouts abutting and bounding on lands
now or late of on Williams on other lands of the Grantor agreed to be sold to
James K. Morris being the remainder of the said larger area on lands now or late
of one Edwards and on the public road called Queen St. or however else the same
may abut and bound together with the buildings thereon.

    



    
      
         


      

      
        45

         


      

      
         


      

    


    


    
      
        	
                THE
      COMMON SEAL of APES HILL
      DEVELOPMENT SRL was hereto affixed by order of the Board in the
      presence of :-

              	
                )

                )

                )

              
	 
      	
                 

                )

                )

                )

              	
                 

                Manager

              
	
                Witness:

                Name:
      /S/AUTHORIZED SIGNATORY

                Abode:

                Calling
      or description:

              	 
      


      

    

    


    


    
      
        	
                THE
      COMMON SEAL of C.O.
      WILLIAMS CONSTRUCTION LIMITED was hereto affixed by order of the
      Board in the presence of :-

              	
                )

                )

                )

              
	 
      	
                 

                )

                )

                )

              	
                 

                Director

              
	
                Witness:

                Name:
      /S/ AUTHORIZED SIGNATORY

                Abode:

                Calling
      or description:

              	 
      


      

    

    



    
      
         


      

      
        46

         


      

      
         


      

    


    


    


    
      
        	
                THE
      COMMON SEAL of LANDMARK
      LAND COMPANY INC. was hereto affixed by order of the Board in the
      presence of :-

              	
                )

                )

                )

              
	 
      	
                 

                )

                )

                )

              	
                 

                Director

              
	
                Witness:

                Name:
      /S/ AUTHORIZED SIGNATORY

                Abode:

                Calling
      or description:

              	 
      


      

    

    


    


    



    
      
         


      

      
        47

         


      

      
         


      

    


    


    


    
      
        	
                THE
      COMMON SEAL of  BNB FINANCE & TRUST
      CORPORATION was hereto affixed and affixed by Winston Rudolph
      Beckles the Secretary thereof by Order of the Board of Directors in the
      presence of:-

              	
                )

                )

                )

                )

                )

              
	 
      	
                 

                 

                )

                )

                )

              	
                 

                Directors

              
	
                Witness:

                Name:
      /S/ AUTHORIZED SIGNATORY

                Abode:

                Calling
      or description:

              	 
      


      

    

    


    


    


    


    
      
        	
                THE
      COMMON SEAL of  BARBADOS NATIONAL BANK INC.
      was hereto affixed and affixed by Winston Rudolph Beckles the
      Secretary thereof by Order of the Board of Directors in the presence
      of:-

              	
                )

                )

                )

                )

                )

              
	 
      	
                 

                 

                )

                )

                )

              	
                 

                Directors

              
	
                Witness:

                Name:
      /S/ AUTHORIZED SIGNATORY

                Abode:

                Calling
      or description:

              	 
      


      

    

    


    


    


    


    48