Exhibit


















PROMISSORY   NOTE  B


U.S. $14,500,000.00                                                                                December 31st, 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 B (" Promissory Note" and the loan evidenced thereby are referred to herein as "Loan B") 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:  717-610-637









beginning   on the first  (l ")  day of June,  2013 and continuing   on the  first (l ") 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  (1st)     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 -610-637







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: 717-610-637









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: 717-610-637







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 A 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  A" and the loan evidenced  thereby  is referred to as "Loan A")  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 Band  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 A and Note C.   The terms of the Loan Document(s) are incorporated


Reference   Loan  No: 717-610-637









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, said 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:  717-610-637







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 B01TOwer  acknowledge(s)  that Borrower  believe(s)  the


Reference   Loan  No: 717-610-637







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 law 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:   717-610-637









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 "OFAC 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:  717-610-637







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: 717-610-637









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 RIGHT   TO  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:  717-610-637









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 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,




(ii) an amount equal to the Present Value of  Loan B (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.












Reference   Loan  No: 717-610-637







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 B.




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 B.




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 B,  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.


The "Present Value of Loan B" 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








Reference   Loan  No:  717-610-637







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 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.


Reference   Loan  No:  717-610-637







[SIGNATURE   AND NOTARY  BLOCKS   ON 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  A 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]