Exhibit


















PROMISSORY   NOTE  A


U.S. $14,500,000.00                                                                                      December 31,  2012










FOR VALUE RECEIVED,   the undersigned,  734 CITRUS HOLDINGS, LLC, a Florida  limited liability company,  734 LMC GROVES, LLC,  a Florida  limited  liability  company,  734 CO-OP GROVES, LLC, a  Florida   limited  liability  company,   734 BLP GROVES, LLC,  a  Florida limited   liability   company,  and  734 HARVEST, LLC,  a  Florida   limited   liability   company, being  collectively    referred   to  as  the  "Borrower"    (and   unless   otherwise   provided   the  term "Borrower"   shall  apply   to  each  of  said  four  limited   liability   companies   both  separately   and collectively),    jointly    and   severally,    promise    to   pay   to   the   order   of      PRUDENTIAL MORTGAGE CAPITAL  COMPANY, LLC,     a  Delaware   limited   liability    company,    its successors   and  assigns   ("Holder")     the  principal    sum   of  Fourteen Million  Five  Hundred Thousand and No/100  Dollars ($14,500,000.00), with  interest  thereon,  from  the  date  hereof until the Maturity  Date  payable  as provided  herein  at the  rate of five and thirty-five  hundredths (5.35%)   percent  per  annum.     Capitalized  terms  used  herein  without  definition  shall  have  the meanings  ascribed  to them  in the Instrument,  as defined  herein.




The principal  and  interest  of this Promissory  Note   A (" Promissory  Note"  and the  loan evidenced  thereby  are referred  to herein as "Loan A") are to be paid in installments  as follows:




(i)  quarterly    interest   payments    of  accrued    interest    on  the   principal   balance remaining   outstanding,   from  time  to time,  shall  be paid  by  Borrower  to  Holder






Reference   Loan  No:  717-610-613







beginning  on the  first  (1st) day of June,  2013  and  continuing   on the first (1st) day of each September,   December,  March and June  thereafter;   and




(ii) quarterly  principal   reduction  payments  shall  be made  by Borrower  to Holder in the  amount   of  One  Hundred   Forty  Five  Thousand   and  No/100  Dollars  (U.S. $145,000.00)     each,   commencing    on   the   first   (l ")   day   of  June,   2013   and continuing   on  the  first  (l ")  day  of each  September,   December,   March  and  June thereafter;  and




(iii)  the  entire  then  remaining   outstanding   balance   of  all  principal  and  accrued interest thereon  shall be due and payable,  in full,  on the first (1st)   day of June, 2033 (the "Maturity  Date").




Unless otherwise  provided  by law, all payments  made by Borrower  will be applied  first to any  costs  and  expenses   incurred   by  Holder  in  enforcing   or  collecting   this  Promissory   Note, including  reasonable  attorney  fees,  and then to any advances  and expenditures  made by Holder  to protect  its interests  under  this  Promissory  Note,  the  Instrument   or any  other document  given  to secure  Borrower's   payment  of this  indebtedness.  Any  remaining  amounts  will then be applied  to interest due with the balance,  if any, to be applied on account  of principal.


For  the  purposes   of  calculating   interest  under  this  Promissory   Note,  a year  of    360 days    consisting   of  twelve   (12)    thirty  (30)  day  months   shall  be  employed  regardless   of the actual time elapsed.


All  payments    under   this Promissory  Note  shall be made,  without  offset or deduction, (a)  in lawful  money  of the  United  States  of America  at the  office  of Holder  or at   such  other place  (and in the manner)  Holder  may specify by written  notice  to Borrower,  (b) in immediately available  federal  funds  by federal  wire  transfer,   and  (c) if received    by Holder  prior  to 2 P.M.




Reference   Loan  No:  717-610-613







local  time in the place  so designated  by Holder  for payments   under  this Promissory  Note,  shall be credited  on that  day,  or,  if received  by Holder  on or  after  2 P.M.   local  time  in the place  so designated   by  Holder   for  payments   under  this  Promissory   Note,  shall,  at  Holder's  option,   be credited   on the  next  Business     Day.    If any payment due date falls  on a day which is  not a Business Day, then the payment due date shall be deemed to have fallen on the next succeeding Business Day.  The term  "Business Day" shall mean each Monday through Friday except for days in which commercial banks are not authorized to open or are required by law to close in the State in which the place designated by Holder for payments under this Promissory Note is located.




Both principal and interest shall be payable in  lawful money of the United States of America by federal wire transfer unless directed by Holder in writing to be otherwise forwarded to Prudential Asset Resources, Inc. Mortgage Loan Servicing, 2100 Ross Avenue, Suite 2500, Dallas,  Texas  75201  or such other place as the Holder hereof may,  from time to time, designate in writing.




In the event that any payment of principal and/or interest due under this Promissory Note should not be fully made by the fifth (5th) day following the due date thereof, then:




(A).   A late charge of $0.05 for each ($1.00) Dollar of such payment shall automatically become due to the Holder of this Promissory Note and be secured by the Instrument. This charge shall be in addition to all other rights and remedies available to the Holder of this Promissory Note upon the occurrence of a default under the Promissory Note or any other Loan Document (as hereinafter defined);  and




(B).   The Holder of this Promissory Note shall  have the right, upon written notice to Borrower, to increase the rate of interest per annum on the entire principal balance of this Promissory Note then outstanding,  from the Note Rate to the Default Rate (as hereinafter


Reference   Loan  No:   717 -610-613







defined)  and,  upon  said  notice   and unless  Borrower   shall  pay  to Holder  the  amount  of such  overdue  payment   together  with  the  late  charge   assessed  thereon  within  three  (3) Business  Days  of  Borrower's   receipt  of said notice  (which  receipt  shall be conclusively presumed  to have  occurred  on the third Business  Day  following  the date such notice  was placed in the mail with the United  States Postal  Service  or on the date of actual delivery  if delivered  personally  or by private  carrier/messenger   service),   such increase to the Default Rate  shall  remain   in  force  and  effect  for  so  long  as  such  default  shall  continue  or  the Holder otherwise  agrees.   Interest  at the Default  Rate  is in addition  to and not in lieu  of any Prepayment   Premium   due  after  acceleration   of the  indebtedness   due  hereunder   by Holder  after  an Event  of Default.    The Default   Rate  shall  also  apply  to any judgment obtained  with respect  to the  Obligations  and/or  any  Loan  Document  from  the date  such judgment   becomes   due  and  owing  under  a  final   and  non-appealable    order  until   the amount  of such judgment   is paid in full.




As  used  herein,  "Note  Rate"  is defined  as the  contract  rate  of interest  stated  above  in the  first paragraph  of this Promissory   Note.    "Default  Rate"  is defined  as the  lesser  of (i) the maximum rate allowed by applicable  law or (ii) the per annum rate equal to the Note Rate plus Five Percent (5%).




The Borrower severally waives presentment for payment, demand, notice of demand and of dishonor and nonpayment of this Promissory Note, notice of intention to accelerate and notice of acceleration of the maturity of  this Promissory Note, protest and notice of protest, diligence in collecting and the bringing  of suit against any other party   and said Borrower agrees to  all renewals,  extensions,  modifications, partial payments, releases or substitutions of security, in whole or in part, with or without notice, before or after maturity, all without in any way affecting the liability of Borrower under this Promissory Note.










Reference   Loan  No:  717-610-613









Should  this  Promissory   Note  be  signed  by  more  than  one  person  and/or  firm  and/or corporation,    all  of  the   obligations    herein   contained   shall   be  considered   joint   and   several obligations  of each signer  hereof.




This   Promissory     Note   evidences   Borrower's    unconditional    obligation   to  repay   the indebtedness   described   herein.   This   Promissory   Note  and  interest hereon are secured  by  a Mortgage and Security Agreement of even date herewith by Borrower to Holder (the "Instrument")  executed in seven counterparts, one of each counterpart to be recorded in the Public Records of Collier, Hardee,  Hendry,  Highlands, Martin, Osceola and Polk Counties, Florida, which Instrument encumbers property located in said counties and, unless otherwise stated herein, this Promissory Note is to  be construed according to the  laws of the State of Florida.   The payment  of  this  Promissory  Note  is  secured by,  among  other  things,  the  aforementioned Instrument together with the Loan Commitment, any and all mortgages, deeds of trust, security agreements, financing statements assignments of leases and rents, loan agreements,  guarantees, letters   of  credit and  any  other  documents  and  instruments,  now  or  hereafter executed  by Borrower, or any other party, to evidence, secure or guarantee the payment of this Promissory Note and any and all renewals, extensions, amendments and replacements hereof. All of the foregoing instruments as well as this  Promissory Note and the Other Notes,  defined below, are collectively referred to  herein  as the  "Loan Document(s)".     Promissory Note B in the  face amount of Fourteen Million Five Hundred Thousand and No/100 Dollars ($14,500,000.00)  from Borrower to Holder on even date herewith ("Note B" and the loan evidenced thereby is referred to as  "Loan B")  and Promissory Note C in the face amount of up to Five Million and No/100 Dollars ($5,000,000.00)  from Borrower to Holder on even date herewith ("Note C" and the loan evidenced thereby is referred to as "Loan C") are collectively herein referred to as the "Other Notes" and Loan A,  Loan B and Loan C constitute an aggregate  loan from Holder to Borrower on even date herewith  in the total face amount of up to Thirty Four Million and No/100 Dollars ($34,000,000.00),   which  is  hereafter  referred  to  as  the  "Loan"  and  is  evidenced  by  this Promissory Note,  Note B and Note C.    The terms of the Loan Document(s) are incorporated


Reference   Loan  No:   717-610-613







herein  by this reference.   A default  in this Promissory  Note,  after  expiration  of all applicable  grace and notice  periods herein,  is a default  in the Other Notes  and  in the other  Loan Documents  and a default  in the Other Notes  and/or  in the other Loan Documents,   after expiration  of all applicable grace and notice periods therein,   is a default herein.




This  Promissory  Note   may  be  declared  due  (accelerated)   at  the  option  of  the  Holder hereof  prior to its expressed  maturity  date for an Event  of Default,  as defined  in the Instrument, and  after  the  expiration  of  applicable   grace  and  notice  periods   therein.    In the  event  of  such acceleration,    all  of  the  then  remaining   principal   and  interest,   together   with  any  Prepayment Premium   due  under  the  terms  of this  Promissory  Note  shall  become  at once  due  and  payable without   further   notice,    demand    or  presentment    for   payment.       Borrower   agrees   that   any Prepayment   Premium  due  upon  any  such acceleration  by Holder  is in addition  to the remedy  of acceleration   and is not in lieu  thereof  and  is in addition  to both  the  collection  of interest  at the Note Rate or Default Rate, as applicable,   and collection  of Late Charges hereunder.




The privilege  granted  to Borrower  to make unscheduled   principal  reduction  payments  of the indebtedness  evidenced  by this Promissory  Note  and the  terms  under  which this Promissory Note  may  be prepaid  by  Borrower   and the  applicable  Prepayment   Premium  (as defined  in the Prepayment    Rider)   that   will  -  be   due   upon   any   such   unscheduled    prepayment(s)    of   this indebtedness  are set forth in the Prepayment  Rider attached  hereto  and incorporated  herein by this reference.   Terms defined  in this Promissory  Note shall also be applicable  to the use of such terms in the Prepayment  Rider.




It is the intent of the Holder of this Promissory Note and the Borrower in the execution of this Promissory Note,  the Loan Documents and all other instruments now or hereafter securing this  Promissory Note to contract in strict compliance with all applicable laws and, in particular, with applicable usury law.   In furtherance thereof, the Holder and the Borrower stipulate and agree that none of the terms and provisions  contained in this Promissory Note,  or in any other


Reference   Loan  No: 717-610-613







instrument   executed  in connection   herewith,  shall ever  be construed  to create  a contract  to pay interest  at a rate in excess  of the maximum  interest rate permitted  to be charged  by applicable  law for the use, forbearance  or detention  of money  or to pay any other  amount  not permitted  by law. Neither  the  Borrower  nor  any  guarantors,   endorsers  or other  parties  now  or hereafter  becoming liable   for  payment   of  this   Promissory   Note   shall  ever  be  required   to  pay  interest  on  this Promissory  Note  at a rate  in excess  of the maximum  interest  that may be lawfully  charged  or to make  any other payment(s)  not permitted  under applicable  law.  The provisions  of this paragraph shall control  over all other provisions   of this Promissory  Note  and any other  instruments  now  or hereafter   executed   in  connection   herewith   which  may  be  in  apparent   conflict  herewith.   The Holder   of  this  Promissory   Note   expressly   disavows   any  intention   to  charge  any  amount  not permitted   by  law  or  to  collect   excessive,   unearned   interest   or  finance   charges  under   this Promissory   Note,  or  in  the  event  the  maturity  of  this  Promissory   Note  is  accelerated.   If the maturity of this Promissory Note shall be accelerated, for any reason, or if the principal of this Promissory Note is paid prior to the end of the term of this Promissory Note  and, as a result thereof, the interest or any other charge received for the actual period of existence of the loan evidenced by this Promissory Note exceeds the applicable maximum lawful rate for such interest or other charge, the Holder of this Promissory Note shall, at its option,  either refund to the Borrower the amount of such excess or credit the amount of such excess against the principal balance of this Promissory Note then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by applicable law as a result of such excess interest or other charge. In the event that any Holder of this Promissory Note  shall collect monies which are deemed to constitute interest which would increase the effective interest rate on this Promissory Note to a rate in excess of that permitted to be charged by applicable law, all such sums deemed to constitute interest in excess of the lawful rate shall, upon such determination, at the option of the Holder of this Promissory Note be either immediately returned to the Borrower  or credited against the principal balance of this Promissory Note then outstanding, in which event any and all penalties of any kind under applicable law as a result of such excess interest shall be inapplicable. By execution of this Promissory Note the Borrower acknowledge(s) that Borrower believe(s) the


Reference   Loan  No: 717-610-613









loan  evidenced  by this Promissory   Note  to be non-usurious   and  agrees  that  if, at any time,  the Borrower   should  have  reason  to  believe  that  such  loan  is in fact  usurious  or any  other  charge exceeds  that permitted  by applicable  law, Borrower  will give the  Holder  of this Promissory  Note notice  of such condition  and the Borrower  agree(s)  that said Holder  shall have thirty (30) days  in which  to make appropriate  refund  or other adjustment  in order to correct  such condition,  if in fact such exists.  The term "applicable  law" as used in this Promissory  Note  shall mean the laws of the State  Florida,  as such laws  now  exist  or may  be changed  or amended  or come  into effect in the future.




Should  the  indebtedness   represented   by  this  Promissory   Note  or  any  part  thereof  be enforced  or collected  at Jaw or in equity or through  any bankruptcy,  receivership,  probate or other court proceedings  or if this Promissory  Note  is placed in the hands  of attorneys  for collection after default,  and   expiration  of all applicable  grace  and notice periods,  the Borrower  agrees to pay to the  Holder  of  this  Promissory   Note,  in  addition  to the  principal   and  interest  due  and  payable hereon  and to the full extent permitted  by law, all reasonable  attorneys'  fees and reasonable  costs of collection.   For purposes  of this paragraph  "costs of collection"  shall be deemed  to include  (by way  of  example   and  not  by  limitation),   among  other  reasonable   costs,  all  reasonable   costs incurred  in securing  and protecting   any of the real property  or personal  property  described  in the Loan  Documents   and  Holder's   interest  therein,  together  with  all  reasonable   fees  and  expenses charged  by the attorneys  engaged  by Holder  for collection purposes.




Any  forbearance,   failure  or  delay  by  Holder  in exercising   any  right,  power  or remedy provided   herein  or  in the  Loan  Documents   or provided  by  law  shall  not  preclude  a further  or subsequent   exercise  thereof  or constitute  a waiver  of default  by Borrower  and every  such right, power  or remedy  of Holder  shall  continue  in full force  and  effect  unless  such right, power  and remedy  and  each  such  default  or breach  by Borrower  is separately   and  specifically  waived  by Holder  in writing.






Reference   Loan  No: 717-610-613







If any clause, term or provision of this Promissory Note or any of the Loan Documents is held to be unenforceable by a court of competent jurisdiction, said clause, term, provision so held to  be unenforceable shall be stricken and all the remaining portions of this Promissory Note and/or the Loan Documents shall remain in full force and effect.




Borrower and all persons or entities holding any legal or beneficial interest whatsoever in Borrower or any security for this Promissory Note are not included in, owned by, controlled by, acting for or on behalf of, providing assistance, support,  sponsorship, or services or any kind to, or otherwise associated with any of the persons or entities referred to or described in Executive Order  13224 -  Blocking Property  and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as amended.  It shall constitute an Event of Default hereunder and under the Instrument securing this instrument if the foregoing representation and warranty shall ever become false.




Neither Borrower, nor any persons holding any legal or beneficial interest whatsoever in any collateral given by Borrower to secure this Promissory Note shall, at any time during the term of the loan evidenced by this Promissory Note, be described in, covered by or specially designated pursuant to or be affiliated with any persons described in, covered by or specially designated pursuant to Executive  Order 13224, as amended, or any similar list issued by the Office of Foreign Assets Control ("OF AC") or any other department or agency of the United States of America. Notwithstanding  the foregoing, Borrower hereby confirm(s) that if he/she//they/it  become(s)  aware  or  receives  any notice  of  any  violation  of  the  foregoing covenant and agreement (an "OF AC Violation") Borrower will immediately (i) give notice to Holder  of such OFAC Violation,  and (ii) comply with all  Laws applicable to such OFAC Violation,  including, without limitation, Executive Order 13224; the International Emergency Economic Powers Act 50 U.S.C.   Sections 1701-06; the Iraqi Sanctions Act, Pub. L.  101-513,104  Stat.  2047-55;  the  United  Nations  Participation  Act,   22  U.S.C.  Section  287c;  the Antiterrorism  and Effective Death  Penalty  Act, (enacting 8  U.S.C.  Section 219,   18  U.S.C.




Reference   Loan  No: 717-610-613







Section   2332d,   and  18   U.S.C.   Section   2339b );  the  International    Security   and  Development Cooperation   Act, 22 U.S.C.  Section  2349 aa-9;  the Terrorism  Sanctions  Regulations,   31  C.F.R. Part  595;  the Terrorism  List  Governments    Sanctions  Regulations,   31. C.F.R  Part  596; and the Foreign   Terrorist   Organizations    Sanctions   Regulations,   31   C.F.R.   Part  597  (collectively,   the "Anti-Terrorism     Regulations")    and  Borrower   hereby  authorize(s)    and  consent(s)   to  Holder's taking   any  and  all reasonable   steps  Holder  deems  necessary,   in  its sole  discretion,   to comply with  all Laws  applicable  to any  such  OF AC  Violation,  including  the  requirements   of the Anti• Terrorism   Regulations.     Notwithstanding     anything  to  the  contrary   in  this  Section,  Borrower shall  not  be  deemed  to  be  in  violation   of  the  covenants  and  agreements   set  forth  in the  first sentence   of this  Section  if Borrower   timely  comply(ies)  with  all  requirements   imposed  by the foregoing    sentence   and   all  requirements     of  the  Anti-Terrorism    Regulations    and  all  other applicable   Laws relating  to such  OF AC Violation.




Borrower  acknowledge(s),   represent(s)  and warrant(s) to Holder  that:




(a)     the   primary    purpose    for   the   within   loan   is   business    and investment  (and not for personal,  family or household  purposes);  and


(b)      none  of the  proceeds   to  be distributed  under  this  Promissory Note  will  be used  to  acquire  (or  refinance  the  acquisition   price  of) real  property  or personal   property   which  was  or  is  to  be used  as  a primary  residence   of Borrower  or any other party  to any of the Loan Documents.




Without   limiting   the  right   of  Holder   to  bring  any  action   or  proceeding   against  the undersigned    or  its  property   arising   out  of  or  relating  to  the  Obligations,   as  defined   in  the Instrument,   (an  "Action")  in the  courts  of other jurisdictions   to  the  extent  necessary  to satisfy jurisdiction    and  venue  requirements    as to Borrower  (the "Jurisdiction   and Venue  Exception"), Holder  and Borrower  hereby  irrevocably   submit  to the jurisdiction   of any  state circuit  court  in Florida  having  jurisdiction   over  any  cause  of  action  set forth  in the  Action  for any  county  in which  any part of the Premises  is located  even if located in more  than  one county  and regardless


Reference Loan  No:  717-610-613







of  whether   such  counties  are contiguous   or in any United  States  District   Court  for the district including   any  said counties  where  the  Premises  are located.   Further,  subject  to the Jurisdiction and  Venue  Exception,   Holder  and  Borrower   hereby  irrevocably   agree  that  any Action  may  be heard  and  determined   in any of such  state  circuit  court  or in any  such  federal  district  court  as the  sole  and exclusive  courts and venue  for any such Action.   Holder,  subject  to the Jurisdiction and  Venue  Exception,  and Borrower   hereby  irrevocably  waive,  to the  fullest  extent  that it may effectively   do  so,   the defense  of  an  inconvenient   forum  to the  maintenance   of any  Action  in such  jurisdiction.      Holder,   subject   to  the  Jurisdiction   and  Venue   Exception,   and  Borrower hereby  irrevocably   agree that the  summons   and complaint  or any other  process  in any Action  in any jurisdiction   may be served  in any  manner  authorized  by applicable   law.    Such  service will be  complete   as provided   under  applicable   law  and  the time  to  respond   shall  be  governed  by applicable   law.








WAIVER OF JURY TRIAL. THE BORROWER, HOLDER AND ALL ENDORSERS,  GUARANTORS  AND  SURETIES, TO  THE  FULL  EXTENT PERMITTED BY LAW, DO HEREBY WAIVE  AND COVENANT THAT EACH WILL NOT  ASSERT,  WHETHER AS  PLAINTIFF, DEFENDANT OR  OTHERWISE, ANY RIGHTTO TRIAL BY JURY IN ANY FORUM IN RESPECT  OF ANY ISSUE, CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS    PROMISSORY NOTE, THE SUBJECT MATTER HEREOF, THE OTHER NOTES, THE INSTRUMENT OR ANY LOAN DOCUMENT(S) OR OTHER INSTRUMENT  RELATING HERETO,IN EACH CASE WHETHER NOW EXISTING OR  HEREAFTER  ARISING  OR  WHETHER  IN  CONTRACT  OR  IN  TORT  OR
OTHERWISE.


[SIGNATURE BLOCKS ON SUBSEQUENT PAGES]












Reference  Loan  No: 717-610-613









IN WITNESS  WHEREOF,   this Promissory Note has been executed by as of the date


first set forth above.


"BORROWER"


734 CITRUS HOLDINGS,  LLC,  a Florida limited liability company


By:     /s/ Remy W. Trafelet     
(Signed Name)


As:   Remy W. Trafelet, Manager







"BORROWER"


734 LMC GROVES, LLC, a Florida limited liability company


By:     /s/ Thomas B. Powers      
(Signed Name)


Its:   Thomas Brian Powers, Manager







"BORROWER"


734 CO-OP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Clayton G. Wilson, Manager










"BORROWER"


734 BLP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Clayton G. Wilson, Manager







"BORROWER"


734 HARVEST, LLC, a Florida limited liability company


By:     /s/ Jerry L. Brewer      
(Signed Name)


Its:   Jerry L. Brewer, Manager









PREPAYMENT   RIDER












Subject to payment of the Prepayment Premium referred to below and all accrued interest and other sums due under this Promissory Note, Borrower shall have the right to prepay all or any part of the outstanding principal balance of this Promissory Note, on any date (the "Prepayment Date"), upon giving not less than thirty (30) days prior written notice to Holder of Borrower's intention to prepay. Any partial prepayment must be in a minimum amount of Two Hundred Fifty Thousand and No/100 ($250,000.00). No partial prepayment shall result in any adjustment of the amount of the scheduled payments thereafter becoming due.




Except for any prepayments of principal (i) commencing one (1) calendar year after the date of this  Promissory Note in an amount  not exceeding Five Million and Noll 00 Dollars ($5,000,000.00) in the aggregate for the period commencing one (1) calendar year after the date of this  Promissory  Note  and (ii) made  with  the  proceeds received in  connection  with any condemnation action if applicable law does not allow such proceeds to be subject to prepayment premiums  (collectively the "Exempt Prepayments"),  if all or any portion  of the outstanding principal  balance  of  this  Promissory Note  is  prepaid  for  any reason  whether  voluntary  or involuntary or after acceleration by Holder upon a default by Borrower under this Promissory Note, the Instrument or any Loan Document, Borrower shall pay Holder a prepayment premium (the "Prepayment Premium") equal to the greater of (i) or (ii) below:




(i) one half of one percent (0.50%) of the principal amount of this Promissory


Note being prepaid; or,










Reference Loan  No:  717-610-613









(ii) an amount  equal to the Present  Value  of  Loan A (as hereinafter   defined)  less the  amount   of  principal  of  this  Promissory   Note  being  prepaid   including   accrued interest,  if any, calculated  as of the Prepayment   Date.




Holder   will  notify   Borrower   of  the   amount   and  basis  of  the  determination     of  the Prepayment   Premium.     On or before  the  Prepayment   Date,  Borrower  shall  pay  to  Holder  the Prepayment   Premium   together  with  the  amount   of the  principal  being  prepaid   and  all  accrued interest  and other  sums due under this Promissory   Note  and under Loan A.




Except    as   to   Exempt   Prepayments,    Holder   shall   not   be  obligated    to   accept   any prepayment    of  the  principal   balance   of  this   Promissory    Note   unless   such   prepayment    is accompanied   by  any  Prepayment   Premium,   all  accrued  interest  and  all  other  sums  due  under Loan A.




For the  purposes   of determining   the  Prepayment   Premium,   the following  terms  shall  have  the following  meanings:


The "Treasury   Rate"  is the  semi-annual   yield  on the Treasury  Constant  Maturity Series  with  maturity   equal  to the  remaining   weighted   average  life  of  Loan  A,  for the week  prior  to  the  Prepayment   Date,  as reported   in Federal  Reserve   Statistical   Release H.15  - Selected  Interest  Rates,  conclusively   determined   by Holder   on the  Prepayment Date.   The rate will be determined  by linear  interpolation   between  the yields  reported  in Release   H.15,  if necessary.    In the  event  Release  H.15  is no longer  published,   Holder shall  select a comparable  publication   to determine  the Treasury  Rate.


The   "Discount    Rate"   is   the   rate   which,    when   compounded     quarterly,    is


equivalent to the Treasury Rate, when compounded semi-annually.












Reference   Loan  No: 717-610-613









The "Present  Value of Loan  A"  shall  be determined  by discounting   all scheduled payments   of principal  and interest  (at the  Note  Rate  even if  interest  is then  accruing  at the  Default   Rate)  remaining  through   the  Maturity   Date  attributed  to  the  amount   being prepaid   under  this  Promissory  Note,  at the  Discount   Rate.   If prepayment  occurs on a date other than a regularly scheduled payment date, the actual number of days remaining from the Prepayment Date to the next regularly scheduled payment date will be used to discount within this period.


Borrower agrees that Holder shall not be obligated to reinvest the amount prepaid


in any  Treasury  obligations as  a  condition  precedent  to  receiving  the  Prepayment


Premium.




A default by Borrower in any payment of any amount(s) due under this Promissory Note or a default or breach of any of Borrower's  duties and obligations under the Instrument or any of the  other Loan  Documents  as to  which Holder  accelerates all indebtedness due  under  this Promissory Note, shall conclusively be deemed an effort by the Borrower to effect a voluntary prepayment of the Promissory Note.  The Prepayment Premium for such voluntary prepayment (excluding Exempt Prepayments) shall become effective, due and payable as of the day prior to the date of acceleration of this Promissory Note (the "Effective Date").  The related Prepayment Premium, whether paid from the proceeds of a foreclosure sale or otherwise, shall be calculated, due, and payable as of the Effective Date.




It is the express intention of the parties that any application of the Default Rate before, upon and/or after acceleration of the indebtedness due under this Promissory Note by Holder as permitted in this Promissory Note is in addition to, and not in lieu of any Prepayment Premium provided  for  herein  whether  any  Event  of  Default  upon  which  acceleration  is  based  is intentional  or  unintentional.  In  addition  to  voluntary  prepayments,  the  above  Prepayment Premium shall also be due upon involuntary and voluntary defaults upon acceleration of the indebtedness due hereby by Holder and is not in lieu of the right to accelerate and shall be in




Reference   Loan  No: 717-610-613









addition  to  the  collection   of  interest  at  the  Default   Rate  under  the  Promissory   Note  and  in addition  to the collection   of Late Charges  under  the Promissory  Note.




No unscheduled   prepayment  of amounts  due  under  this Promissory  Note,  whether  made pursuant  to the provisions  of this Rider, or otherwise,  shall result in the adjustment  or reduction  of any scheduled  payment  of principal  and interest  as set forth in this Promissory  Note.


[SIGNATURE AND NOTARY BLOCKSON SUBSEQUENT PAGES]















"BORROWER"


734 CITRUS HOLDINGS,  LLC,  a Florida limited liability company


By:     /s/ Remy W. Trafelet     
(Signed Name)


As:   Remy W. Trafelet, Manager







"BORROWER"


734 LMC GROVES, LLC, a Florida limited liability company


By:     /s/ Thomas B. Powers      
(Signed Name)


Its:   Thomas Brian Powers, Manager







"BORROWER"


734 CO-OP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Clayton G. Wilson, Manager










"BORROWER"


734 BLP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Clayton G. Wilson, Manager







"BORROWER"


734 HARVEST, LLC, a Florida limited liability company


By:     /s/ Jerry L. Brewer      
(Signed Name)


Its:   Jerry L. Brewer, Manager







Florida  documentary  stamp tax
in the amount  of $119,000.00     calculated on  the  $34,000,000.00     total of the face amount  of this Promissory  Note  and those  of
Note  B and Note C have been
paid  on the counterpart  of the Instrument   being recorded  in the Public Records  of
Osceola  County,  Florida  on or about  the date hereof









STATE OF NEW YORK 
S.S.
COUNTY OF NEW YORK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Remy W. Trafelet, the manager of 734 CITRUS HOLDINGS, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person ( ) personally known to me or (x) produced a driver's license issued by New York    , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 22nd day of December, 2012.




                            /s/ Gino Palacios        
Signature of Notary Public)


                 Gino D. Palacios        
(Printed Name of Notary Public)
                                   
My commission expires:     07/11/14    




[NOTARY SEAL]







STATE OF FLORIDA 
S.S.
COUNTY OF HILLSBOROUGH


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Thomas Brian Powers, the manger of 734 LMC GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person ( ) personally known to me or (x) produced a driver's license issued by     Florida    , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 21st day of December, 2012.




                            /s/ Shannon Kalmbach    
Signature of Notary Public)


                 Shannon Kalmback        
(Printed Name of Notary Public)
                                   
My commission expires:     12/05/16    




[NOTARY SEAL]







STATE OF FLORIDA 
S.S.
COUNTY OF HILLSBOROUGH


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson, the manger of 734 CO-OP GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person ( ) personally known to me or (x) produced a driver's license issued by Florida, a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 21st day of December, 2012.




                            /s/ Kimberly D. McGreal        
Signature of Notary Public)


                 Kimberly D. McGreal        
(Printed Name of Notary Public)
                                   
My commission expires:     12/29/13    




[NOTARY SEAL]







STATE OF FLORIDA 
S.S.
COUNTY OF HILLSBOROUGH


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson, the manger of 734 BLP GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person ( ) personally known to me or (x) produced a driver's license issued by Florida, a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 21st day of December, 2012.




                            /s/ Kimberly D. McGreal        
Signature of Notary Public)


                 Kimberly D. McGreal        
(Printed Name of Notary Public)
                                   
My commission expires:     12/29/13    




[NOTARY SEAL]









STATE OF FLORIDA 
S.S.
COUNTY OF POLK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Jerry L. Brewer, the manger of 734 HARVEST, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person ( ) personally known to me or (x) produced a driver's license issued by     Florida    , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 21st day of December, 2012.




                            /s/ Shannon Kalmbach    
Signature of Notary Public)


                 Shannon Kalmback        
(Printed Name of Notary Public)
                                   
My commission expires:     12/05/16    




[NOTARY SEAL]