**Exhibit 10.4**

**RECORDATIONREQUESTED BY:Patriot Bank1815 Little RoadTrinity, FL 34655**

**WHENRECORDED MAIL TO:Patriot Bank1815 Little RoadTrinity, FL 34655**

**This Mortgage prepared by:**

**Name:  Diane Caruso, Loan AdministratorCompany:  Patriot BankAddress:  1815 Little Road, Trinity, FL34655**

**MORTGAGE**

**THIS MORTGAGE dated April 10,2007, is made and executed between GTA-IB Condominium, LLC, a Florida LimitedLiability, whose address is 701 Brickell Avenue, Suite 3000, Miami, FL33131 (referred to below as “Grantor”) and Patriot Bank, whose address is 1815Little Road, Trinity, FL 34655 (referred to below as “Lender”).**

**GRANT OF MORTGAGE. **For valuable consideration,Grantor mortgages to Lender all of Grantor’s right, title, and interest in andto the following described real property, together with all existing orsubsequently erected or affixed buildings, improvements and fixtures; alleasements, rights of way, and appurtenances; all water, water rights,watercourses and ditch rights (including stock in utilities with ditch orirrigation rights); and all other rights, royalties, and profits relating tothe real property, including without limitation all minerals, oil, gas,geothermal and similar matters, **(the “Real Property”)located in Pinellas County, State of Florida:**

**See See Exhibit “A”, which is attached to thisMortgage and made a part of this Mortgage as if fully set forth herein.**

**The Real Property or its addressis commonly known as 36750 US Hwy 19N, lnnisbrook, Palm Harbor, FL 34684.  The Real Property tax identification numberis 25/27/15/43096/000/3010-25/27/15/43101/000/1040-25/27/15/43114/000/2001.**

Grantor presently assignsto Lender all of Grantor’s right, title, and interest in and to all present andfuture leases of the Property and all Rents from the Property.  In addition, Grantor grants to Lender aUniform Commercial Code security interest in the Personal Property and Rents.

**THIS MORTGAGE, INCLUDING THEASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONALPROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND(B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE IN THE ORIGINALPRINCIPAL AMOUNT OF $1,200,000.00, THE RELATED DOCUMENTS, AND THISMORTGAGE.  THIS MORTGAGE IS GIVEN ANDACCEPTED ON THE FOLLOWING TERMS:**

**GRANTOR’S WAIVERS.**  Grantor waives all rights or defenses arisingby reason of any “one action” or “anti-deficiency” law, or any other law whichmay prevent Lender from bringing any action against Grantor, including a claimfor deficiency to the extent Lender is otherwise entitled to a claim fordeficiency, before or after Lender’s commencement or completion of anyforeclosure action, either judicially or by exercise of a power of sale.

**GRANTOR’S REPRESENTATIONS ANDWARRANTIES.**  Grantorwarrants that: (a) this Mortgage is executed at Borrower’s request and not atthe request of Lender; (b) Grantor has the full power, right, and authority toenter into this Mortgage and to hypothecate the Property; (c) the provisions ofthis Mortgage do not conflict with, or result in a default under any agreementor other instrument binding upon Grantor and do not result in a violation ofany law, regulation, court decree or order applicable to Grantor; (d) Grantorhas established adequate means of obtaining from Borrower on a continuing basisinformation about Borrower’s financial condition; and (e) Lender has made norepresentation to Grantor about Borrower (including without limitation thecreditworthiness of Borrower).

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**PAYMENT AND PERFORMANCE.**  Except as otherwise provided in thisMortgage, Borrower shall pay to Lender all Indebtedness secured by thisMortgage as it becomes due, and Borrower and Grantor shall strictly perform allBorrower’s and Grantor’s obligations under this Mortgage.

**POSSESSION AND MAINTENANCE OF THEPROPERTY.**  Borrower andGrantor agree that Borrower’s and Grantor’s possession and use of the Propertyshall be governed by the following provisions:

**Possession and Use.**  Until the occurrence of an Event of Default,Grantor may (1) remain in possession and control of the Property; (2) use,operate or manage the Property; and (3) collect the Rents from the Property.

**Duty to Maintain.**  Grantor shall maintain the Property intenantable condition and promptly perform all repairs, replacements, andmaintenance necessary to preserve its value.

**Compliance With EnvironmentalLaws.**  Grantorrepresents and warrants to Lender that: (1) During the period of Grantor’sownership of the Property, there has been no use, generation, manufacture,storage, treatment, disposal, release or threatened release of any HazardousSubstance by any person on, under, about or from the Property; (2) Grantorhas no knowledge of, or reason to believe that there has been, except as previouslydisclosed to and acknowledged by Lender in writing, (a) any breach or violationof any Environmental Laws, (b) any use, generation, manufacture, storage,treatment, disposal, release or threatened release of any Hazardous Substanceon, under, about or from the Property by any prior owners or occupants of theProperty, or (c) any actual or threatened litigation or claims of any kind byany person relating to such matters; and (3) Except as previouslydisclosed to and acknowledged by Lender in writing, (a) neither Grantor nor anytenant, contractor, agent or other authorized user of the Property shall use,generate, manufacture, store, treat, dispose of or release any HazardousSubstance on, under, about or from the Property; and (b) any such activity shallbe conducted in compliance with all applicable federal, state, and local laws,regulations and ordinances, including without limitation all EnvironmentalLaws.  Grantor authorizes Lender and Itsagents to enter upon the Property to make such inspections and tests, atGrantor’s expense, as Lender may deem appropriate to determine compliance ofthe Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender’s purposesonly and shall not be construed to create any responsibility or liability onthe part of Lender to Grantor or to any other person.  The representations and warranties containedherein are based on Grantor’s due diligence in investigating the Property forHazardous Substances.  Grantor hereby (1)releases and waives any future claims against Lender for indemnity orcontribution in the event Grantor becomes liable for cleanup or other costsunder any such laws; and (2) agrees to indemnify, defend, and hold harmlessLender against any and all claims, losses, liabilities, damages, penalties, andexpenses which Lender may directly or indirectly sustain or suffer resultingfrom a breech of this section of the Mortgage or as a consequence of any use,generation, manufacture, storage, disposal, release or threatened releaseoccurring prior to Grantor’s ownership or interest in the Property, whether ornot the same was or should have been known to Grantor.  The provisions of this section of theMortgage, including the obligation to indemnify and defend, shall survive thepayment of the indebtedness and the satisfaction and reconveyance of the lienof this Mortgage and shall not be affected by Lender’s acquisition of anyinterest in the Property, whether by foreclosure or otherwise.

**Nuisance, Waste.**  Grantor shall not cause, conduct or permitany nuisance nor commit, permit, or suffer any stripping of or waste on or tothe Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will notremove, or grant to any other party the right to remove, any timber, minerals(including oil end gas), coal, clay, scoria, soil, gravel or rock productswithout Lender’s prior written consent.

**Removal of Improvements.**  Grantor shall not demolish or remove anyImprovements from the Real Property without Lender’s prior writtenconsent.  As a condition to the removalof any Improvements, Lender may require Grantor to make arrangementssatisfactory to Lender to replace such Improvements with Improvements of atleast equal value.

**Lender’s Right to Enter.**  Lender and Lender’s agents andrepresentatives may enter upon the Real Property at all reasonable times toattend to Lender’s interests and to inspect the Real Property for purposes ofGrantor’s compliance with the terms and conditions of this Mortgage.

**Subsequent Liens.**  Grantor shall not allow any subsequent liensor mortgages on all or any portion of the Property without the prior writtenconsent of Lender.

**Compliance with GovernmentalRequirements.**  Grantorshall promptly comply with all laws, ordinances, and regulations, now orhereafter in effect, of all governmental authorities applicable to the use oroccupancy of the Property, including without limitation, the Americans WithDisabilities Act.  Grantor may contest ingood faith any such law, ordinance, or regulation and withhold complianceduring any proceeding, including appropriate appeals, so long as Grantor hasnotified Lender in writing prior to doing so and so long as, in Lender’s soleopinion, Lender’s interests in the Property are not jeopardized.  Lender may require Grantor to post adequatesecurity or a surety bond, reasonably satisfactory to Lender, to protect Lender’sinterest.

**Duty to Protect.**  Grantor agrees neither to abandon or leaveunattended the Property.  Grantor shalldo all other acts, in addition to those acts set forth above in this section,which from the character and use of the Property are reasonably necessary toprotect and preserve the Property.

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**DUE ON SALE - CONSENT BY LENDER.**  Lender may, at Lender’s option, declareimmediately due and payable all sums secured by this Mortgage upon the sale ortransfer, without Lender’s prior written consent, of all or any part of theReal Property, or any interest in the Real Property.  A “sale or transfer” means the conveyance ofReal Property or any right, title or interest In the Real Property; whetherlegal, beneficial or equitable; whether voluntary or involuntary; whether byoutright sale, deed, installment sale contract, land contract, contract fordeed, leasehold interest with a term greater than three (3) years, lease-optioncontract, or by sale, assignment, or transfer of any beneficial interest in orto any land trust holding title to the Real Property, or by any other method ofconveyance of an interest in the Real Property. If any Grantor is a corporation, partnership or limited liabilitycompany, transfer also includes any change in ownership of more thantwenty-five percent (25%) of the voting stock, partnership interests or limitedliability company interests, as the case may be, of such Grantor.  However, this option shall not be exercisedby Lender if such exercise is prohibited by federal law or by Florida law.

**TAXES AND LIENS.**  The following provisions relating to thetaxes and liens on the Property are part of this Mortgage:

**Payment.**  Grantor shall pay when due (and in all eventsprior to delinquency) all taxes, payroll taxes, special taxes, assessments,water charges and sewer service charges levied against or on account of theProperty, and shall pay when due all claims for work done on or for servicesrendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priorityover or equal to the interest of Lender under this Mortgage, except for thoseliens specifically agreed to in writing by Lender, and except for the lien oftaxes and assessments not due as further specified in the Right to Contestparagraph.

**Right to Contest.**  Grantor may withhold payment of any tax,assessment, or claim In connection with a good faith dispute over theobligation to pay, so long as Lender’s interest in the Property is notjeopardized.  If a lien arises or isfiled as a result of nonpayment, Grantor shall within fifteen (15) days afterthe lien arises or, if a lien Is filed, within fifteen (15) days after Grantorhas notice of the filing, secure the discharge of the lien, or if requested byLender, deposit with Lender cash or a sufficient corporate surety bond or othersecurity satisfactory to Lender in an amount sufficient to discharge the lienplus any costs and reasonable attorneys’ fees, or other charges that couldaccrue as a result of a foreclosure or sale under the lien.  In any contest, Grantor shall defend itselfand Lender and shall satisfy any adverse judgment before enforcement againstthe Property.  Grantor shall name Lenderas an additional obligee under any surety bond furnished in the contestproceedings.

**Evidence of Payment.**  Grantor shall upon demand furnish to Lendersatisfactory evidence of payment of the taxes or assessments and shallauthorize the appropriate governmental official to deliver to Lender at anytime a written statement of the taxes and assessments against the Property.

**Notice of Construction.**  Grantor shall notify Lender at least fifteen(15) days before any work is commenced, any services are furnished, or anymaterials are supplied to the Property, if any mechanic’s lien, materialmen’slien, or other lien could be asserted on account of the work, services, ormaterials and the cost exceeds $5,000.00.  Grantor will upon request of Lender furnish toLender advance assurances satisfactory to Lender that Grantor can and will paythe cost of such improvements.

**PROPERTY DAMAGE INSURANCE.**  The following provisions relating to insuringthe Property are a part of this Mortgage:

**Maintenance of Insurance.**  Grantor shall procure and maintain policiesof fire Insurance with standard extended coverage endorsements on a replacementbasis for the full insurable value covering all Improvements on the RealProperty in an amount sufficient to avoid application of any coinsuranceclause, and with a standard mortgagee clause in favor of Lender.  Grantor shall also procure and maintaincomprehensive general liability insurance in such coverage amounts as Lendermay request with Lender being named as additional insureds in such liabilityinsurance policies.  Additionally,Grantor shall maintain such other insurance, including but not limited tohazard, business interruption and boiler insurance as Lender may require.  Policies shall be written by such insurancecompanies and in such form as may be reasonably acceptable to Lender.  Grantor shall deliver to Lender certificatesof coverage from each insurer containing a stipulation that coverage will notbe cancelled or diminished without a minimum of thirty (30) days’ prior writtennotice to Lender and not containing any disclaimer of the insurer’s liabilityfor failure to give such notice.  Eachinsurance policy also shall include an endorsement providing that coverage infavor of Lender will not be impaired in any way by any act, omission or defaultof Grantor or any other person.  Shouldthe Real Property be located in an area designated by the Director of theFederal Emergency Management Agency as a special flood hazard area, Grantoragrees to obtain and maintain Federal Flood Insurance, if available, within 45days after notice is given by Lender that the Property is located in a specialflood hazard area, for the full unpaid principal balance of the loan and anyprior liens on the property securing the loan, up to the maximum policy limitsset under the National Flood Insurance Program, or as otherwise required byLender, and to maintain such insurance for the term of the loan.

**Application of Proceeds.**  Grantor shall promptly notify Lender of anyloss or damage to the Property if the estimated cost of repair or replacementexceeds $5,000.00.  Lender may make proofof loss if Grantor fails to do so within fifteen (15) days of the casualty.  Whether or not Lender’s security is impaired,Lender may, at Lender’s election, receive and retain the proceeds of anyinsurance and apply the proceeds to the reduction of the Indebtedness, paymentof any lien affecting the Property, or the restoration and repair of theProperty.  If Lender elects to apply theproceeds to restoration and repair, Grantor shall repair or replace the damagedor destroyed Improvements in a manner satisfactory to Lender.  Lender shall, upon satisfactory proof of suchexpenditure, pay or reimburse Grantor from the proceeds for the reasonable costof repair or restoration if Grantor is not in default under this Mortgage.  Any proceeds which have not been disbursedwithin 180 days after their receipt and which Lender has not committed to therepair or restoration of the Property shall be used first to pay any amountowing to Lender under this Mortgage, then to pay accrued interest, and theremainder, if any, shall be applied to the principal balance of theIndebtedness.  If Lender holds anyproceeds after payment in full of the Indebtedness, such proceeds shall be paidto Grantor as Grantor’s interests may appear.

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**Grantor’s Report on Insurance.**  Upon request of Lender, however not more thanonce a year, Grantor shall furnish to Lender a report on each existing policyof insurance showing: (1) the name of the insurer; (2) the risksinsured; (3)  the amount of the policy; (4) the property insured, thethen current replacement value of such property, and the manner of determiningthat value; and (5) the expiration date of the policy.  Grantor shall, upon request of Lender, havean independent appraiser satisfactory to Lender determine the cash valuereplacement cost of the Property.

**LENDER’S EXPENDITURES.**  If any action or proceeding is commenced thatwould materially affect Lender’s interest in the Property or if Grantor failsto comply with any provision of this Mortgage or any Related Documents,including but not limited to Grantor’s failure to discharge or pay when due anyamounts Grantor is required to discharge or pay under this Mortgage or anyRelated Documents, Lender on Grantor’s behalf may (but shall not be obligatedto) take any action that Lender deems appropriate, including but not limited todischarging or paying all taxes, liens, security interests, encumbrances andother claims, at any time levied or placed on the Property and paying all costsfor insuring, maintaining and preserving the Property.   All such expenditures incurred or paid byLender for such purposes will then bear interest at the rate charged under theNote from the date incurred or paid by Lender to the date of repayment byGrantor.  All such expenses will become apert of the Indebtedness and, at Lender’s option, will (A) be payable ondemand; (B) be added to the balance of the Note and be apportioned amongand be payable with any installment payments to become due during either(1) the term of any applicable insurance policy; or (2) the remainingterm of the Note; or (C) be treated as a balloon payment which will be dueand payable at the Note’s maturity.  TheMortgage also will secure payment of these amounts.  Such right shall be in addition to all otherrights and remedies to which Lender may be entitled upon Default.

**WARRANTY; DEFENSE OF TITLE.**  The following provisions relating toownership of the Property are a part of this Mortgage:

**Title. **Grantor warrants that:  (a) Grantor holds good and marketable titleof record to the Property in fee simple, free and clear of all liens andencumbrances other than those set forth In the Real Property description or inany title insurance policy, title report, or final title opinion issued Infavor of, and accepted by, Lender in connection with this Mortgage, and (b)Grantor has the full right, power, and authority to execute and deliver thisMortgage to Lender.

**Defense of Title.**  Subject to the exception in the paragraphabove, Grantor warrants and will forever defend the title to the Propertyagainst the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor’stitle or the interest of Lender under this Mortgage, Grantor shall defend theaction at Grantor’s expense.  Grantor maybe the nominal party in such proceeding, but Lender shall be entitled toparticipate in the proceeding and to be represented in the proceeding bycounsel of Lender’s own choice, and Grantor will deliver, or cause to bedelivered, to Lender such instruments as Lender may request from time to timeto permit such participation.

**Compliance With Laws.**  Grantor warrants that the Property andGrantor’s use of the Property complies with all existing applicable laws,ordinances, and regulations of governmental authorities.

**Survival of Representations andWarranties.**  Allrepresentations, warranties, and agreements made by Grantor in this Mortgageshall survive the execution and delivery of this Mortgage, shall be continuingin nature, and shall remain in full force and effect until such time asBorrower’s Indebtedness shall be paid in full.

**CONDEMNATION.**  The following provisions relating to condemnationproceedings are a part of this Mortgage:

**Proceedings.**  If any proceeding in condemnation is filed,Grantor shall promptly notify Lender in writing, and Grantor shall promptlytake such steps as may be necessary to defend the action and obtain the award.  Grantor may be the nominal party in suchproceeding, but Lender shall be entitled to participate in the proceeding andto be represented in the proceeding by counsel of its own choice, and Grantorwill deliver or cause to be delivered to Lender such instruments anddocumentation as may be requested by Lender from time to time to permit suchparticipation.

**Application of Net Proceeds.**  If all or any part of the Property iscondemned by eminent domain proceedings or by any proceeding or purchase in lieuof condemnation, Lender may at its election require that all or any portion ofthe net proceeds of the award be applied to the Indebtedness or the repair orrestoration of the Property.  The netproceeds of the award shall mean the award after payment of all reasonablecosts, expenses, and attorneys’ fees incurred by Lender in connection with thecondemnation.

**IMPOSITION OF TAXES, FEES ANDCHARGES BY GOVERNMENTAL AUTHORITIES.**  The following provisions relating togovernmental taxes, fees and charges are a part of this Mortgage:

**Current Taxes, Fees and Charges.**  Upon request by Lender, Grantor shall executesuch documents in addition to this Mortgage and take whatever other action isrequested by Lender to perfect and continue Lender’s lien on the Real Property.  Grantor shall reimburse Lender for all taxes,as described below, together with all expenses incurred in recording,perfecting or continuing this Mortgage, including without limitation allintangible personal property taxes, documentary stamp taxes, fees, and othercharges for recording or registering this Mortgage.

**Taxes.**  The following shall constitute taxes to whichthis section applies:  (1) aspecific tax, including without limitation an intangible personal property tax,upon this type of Mortgage or upon all or any part of the Indebtedness securedby this Mortgage; (2) a specific tax on Borrower which Borrower isauthorized or required to deduct from payments on the Indebtedness secured bythis type of Mortgage; (3) a tax on this type of Mortgage chargeableagainst the Lender or the holder of the Note; and (4) a specific tax onall or any portion of the Indebtedness or on payments of principal and interestmade by Borrower.

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**Subsequent Texas.**  If any tax to which this section applies isenacted subsequent to the data of this Mortgage, this event shall have the sameeffect as an Event of Default, and Lender may exercise any or all of itsavailable remedies for an Event of Default as provided below unless Grantoreither (1) pays the tax before It becomes delinquent, or (2) conteststhe tax as provided above in the Taxes and Liens section and deposits withLender cash or a sufficient corporate surety bond or other securitysatisfactory to Lender.

**SECURITY AGREEMENT; FINANCINGSTATEMENTS.**  Thefollowing provisions relating to this Mortgage as a security agreement are apart of this Mortgage:

**Security Agreement.**  This instrument shall constitute a SecurityAgreement to the extent any of the Property constitutes fixtures, and Lendershall have all of the rights of a secured party under the Uniform CommercialCode as amended from time to time.

**Security Interest.**  Upon request by Lender, Grantor shall takewhatever action is requested by Lender to perfect and continue Lender’ssecurity interest in the Rents and Personal Property.  In addition to recording this Mortgage in thereal property records, Lender may, at any time and without furtherauthorization from Grantor, file executed counterparts, copies or reproductionsof this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfectingor continuing this security interest. Upon default, Grantor shall not remove, sever or detach the PersonalProperty from the Property.  Upondefault, Grantor shall assemble any Personal Property not affixed to theProperty in a manner and at a place reasonably convenient to Grantor and Lenderand make it available to Lender within three (3) days after receipt ofwritten demand from Lender to the extent permitted by applicable law.

**Addresses.**  The mailing addresses of Grantor (debtor) andLender (secured party) from which information concerning the security interestgranted by this Mortgage may be obtained (each as required by the UniformCommercial Code) are as stated on the first page of this Mortgage.

**FURTHER ASSURANCES;ATTORNEY-IN-FACT.**  Thefollowing provisions relating to further assurances and attorney-in-fact are apart of this Mortgage:

**Further Assurances.**  At any time, and from time to time, uponrequest of Lender, Grantor will make, execute and deliver, or will cause to bemade, executed or delivered, to Lender or to Lender’s designee, and whenrequested by Lender, cause to be filed, recorded, refiled, or rerecorded, asthe case may be, at such times and in such offices and places as Lender maydeem appropriate, any and all such mortgages, deeds of trust, security deeds,security agreements, financing statements, continuation statements, instrumentsof further assurance, certificates, and other documents as may, in the soleopinion of Lender, be necessary or desirable In order to effectuate, complete,perfect, continue, or preserve (1) Borrower’s and Grantor’s obligationsunder the Note, this Mortgage, and the Related Documents, and (2) theliens and security interests created by this Mortgage as first and prior lienson the Property, whether now owned or hereafter acquired by Grantor.  Unless prohibited by law or Lender agrees tothe contrary in writing, Grantor shall reimburse Lender for all costs andexpenses incurred in connection with the matters referred to in this paragraph.

**Attorney-in-Fact.**  If Grantor fails to do any of the thingsreferred to in the preceding paragraph, Lender may do so for and in the name ofGrantor and at Grantor’s expense.  Forsuch purposes, Grantor hereby irrevocably appoints Lender as Grantor’sattorney-in-fact for the purpose of making, executing, delivering, filing,recording, and doing all other things as may be necessary or desirable, inLender’s sole opinion, to accomplish the matters referred to In the precedingparagraph.

**FULL PERFORMANCE.**  If Borrower and Grantor pay all theIndebtedness when due, and Grantor otherwise performs all the obligationsimposed upon Grantor under this Mortgage, Lender shall execute and deliver toGrantor a suitable satisfaction of this Mortgage and suitable statements oftermination of any financing statement on file evidencing Lender’s securityinterest in the Rents and the Personal Property.  Grantor will pay, if permitted by applicablelaw, any reasonable termination fee as determined by Lender from time to time.

**EVENTS OF DEFAULT.**  Each of the following, at Lender’s option,shall constitute an Event of Default under this Mortgage:

**Payment Default.**  Borrower fails to make any payment when dueunder the Indebtedness.

**Default on Other Payments.**  Failure of Grantor within the time requiredby this Mortgage to make any payment for taxes or insurance, or any otherpayment necessary to prevent filing of or to effect discharge of any lien.

**Other Defaults.**  Borrower or Grantor fails to comply with orto perform any other term, obligation, covenant or condition contained in thisMortgage or in any of the Related Documents or to comply with or to perform anyterm, obligation, covenant or condition contained in any other agreementbetween Lender and Borrower or Grantor.

**False Statements.**  Any warranty, representation or statementmade or furnished to Lender by Borrower or Grantor or on Borrower’s or Grantor’sbehalf under this Mortgage or the Related Documents is false or misleading inany material respect, either now or at the time made or furnished or becomesfalse or misleading at any time thereafter.

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**Defective Collateralization.**  This Mortgage or any of the Related Documentsceases to be in full force and effect (including failure of any collateraldocument to create a valid and perfected security interest or lien) at any timeand for any reason.

**Death or Insolvency.**  The dissolution of Grantor’s (regardless ofwhether election to continue is made), any member withdraws from the limitedliability company, or any other termination of Borrower’s or Grantor’sexistence as a going business or the death of any member, the insolvency ofBorrower or Grantor, the appointment of a receiver for any part of Borrower’sor Grantor’s property, any assignment for the benefit of creditors, any type ofcreditor workout, or the commencement of any proceeding under any bankruptcy orInsolvency laws by or against Borrower or Grantor.

**Creditor or ForfeitureProceedings.** Commencement of foreclosure or forfeiture proceedings, whether byjudicial proceeding, self-help, repossession or any other method, by anycreditor of Borrower or Grantor or by any governmental agency against anyproperty securing the Indebtedness.  Thisincludes a garnishment of any of Borrower’s or Grantor’s accounts, includingdeposit accounts, with Lender.  However,this Event of Default shall not apply if there is a good faith dispute byBorrower or Grantor as to the validity or reasonableness of the claim which is thebasis of the creditor or forfeiture proceeding and if Borrower or Grantor givesLender written notice of the creditor or forfeiture proceeding and depositswith Lender monies or a surety bond for the creditor or forfeiture proceeding,in an amount determined by Lender, in its sole discretion, as being an adequatereserve or bond for the dispute.

**Breach of Other Agreement.**  Any breach by Borrower or Grantor under theterms of any other agreement between Borrower or Grantor and Lender that is notremedied within any grace period provided therein, including without limitationany agreement concerning any indebtedness or other obligation of Borrower orGrantor to Lender, whether existing now or later.

**Events Affecting Guarantor.**  Any of the preceding events occurs withrespect to any guarantor, endorser, surety, or accommodation party of any ofthe Indebtedness or any guarantor, endorser, surety, or accommodation partydies or becomes incompetent, or revokes or disputes the validity of, orliability under, any Guaranty of the Indebtedness.  In the event of a death, Lender, at itsoption, may, but shall not be required to, permit the guarantor’s estate toassume unconditionally the obligations arising under the guaranty in a mannersatisfactory to Lender, and, in doing so, cure any Event of Default.

**Adverse Change.**  A material adverse change occurs in Grantor’sfinancial condition, or Lender believes the prospect of payment or performanceof the Indebtedness is impaired.

**Insecurity.**  Lender in good faith believes itselfinsecure.

**RIGHTS AND REMEDIES ON DEFAULT.**  Upon the occurrence of an Event of Defaultand at any time thereafter, Lender, at Lender’s option, may exercise any one ormore of the following rights and remedies, in addition to any other rights orremedies provided by law:

**Accelerate Indebtedness.**  Lender shall have the right at its optionwithout notice to Grantor to declare the entire Indebtedness immediately dueand payable, including any prepayment penalty which Grantor would be requiredto pay.

**UCC Remedies.**  With respect to all or any part of thePersonal Property, Lender shall have all the rights and remedies of a securedparty under the Uniform Commercial Code.

**Collect Rents.**  Lender personally, or by Lender’s agents orattorneys, may enter into and upon all or any part of the Property, and mayexclude Grantor, Grantor’s agents and servants wholly from the Property.  Lender may use, operate, manage and controlthe Property.  Lender shall be entitledto collect and receive all earnings, revenues, rents, issues, profits andincome of the Property and every part thereof, all of which shall for allpurposes constitute property of Grantor. After deducting the expenses of conducting the business thereof, and ofall maintenance, repairs, renewals, replacements, alterations, additions,betterments and improvements and amounts necessary to pay for taxes,assessments, insurance and prior or other property charges upon the Property orany part thereof, as well as just and reasonable compensation for the servicesof Lender.  Lender shall apply suchmonies first to the payment of the principal of the Note, and the interestthereon, when and as the same shall become payable and second to the payment ofany other sums required to be paid by Grantor under this Mortgage.

**Appoint Receiver.**  In the event of a suit being Instituted toforeclose this Mortgage, Lender shall be entitled to apply at any time pendingsuch foreclosure suit to the court having jurisdiction thereof for theappointment of a receiver of any or all of the Property, and of all rents,incomes, profits, issues and revenues thereof, from whatsoever source.  The parties agree that the court shallforthwith appoint such receiver with the usual powers and duties of receiversin like cases.  Such appointment shall bemade by the court as a matter of strict right to Lender and without notice toGrantor, and without reference to the adequacy or inadequacy of the value ofthe Property, or to Grantor’s solvency or any other party defendant to suchsuit.  Grantor hereby specifically waivesthe right to object to the appointment of a receiver and agrees that suchappointment shall be made as an admitted equity and as a matter of absoluteright to Lender, and consents to the appointment of any officer or employee ofLender as receiver.  Lender shall havethe right to have a receiver appointed to take possession of all or any part ofthe Property, with the power to protect and preserve the Property, to operatethe Property preceding foreclosure or sale, and to collect the Rents from theProperty and apply the proceeds, over and above the cost of the receivership,against the Indebtedness.  The receivermay serve without bond if permitted by law. Lender’s right to the appointment of a receiver shall exist whether ornot the apparent value of the Property exceeds the Indebtedness by asubstantial amount.  Employment by Lendershall not disqualify a person from serving as a receiver.

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**Judicial Foreclosure.**  Lender may obtain a judicial decreeforeclosing Grantor’s interest in all or any part of the Property.

**Deficiency Judgment.**  If permitted by applicable law, Lender mayobtain a judgment for any deficiency remaining in the indebtedness due toLender after application of all amounts received from the exercise of therights provided in this section.

**Tenancy at Sufferance.**  If Grantor remains in possession of theProperty after the Property is sold as provided above or Lender otherwisebecomes entitled to possession of the Property upon default of Grantor, Grantorshall become a tenant at sufferance of Lender or the purchaser of the Propertyand shall, at Lender’s option, either (1) pay a reasonable rental for theuse of the Property, or (2) vacate the Property immediately upon thedemand of Lender.

**Other Remedies.**  Lender shall have all other rights andremedies provided in this Mortgage or the Note or available at law or inequity.

**Sale of the Property.**  To the extent permitted by applicable law,Borrower and Grantor hereby waive any and all right to have the Propertymarshalled.  In exercising its rights andremedies, Lender shall be free to sell all or any part of the Property togetheror separately, in one sale or by separate sales.  Lender shall be entitled to bid at any publicsale on all or any portion of the Property.

**Notice of Sale.**  Lender shall give Grantor reasonable noticeof the time and place of any public sale of the Personal Property or of thetime after which any private sale or other intended disposition of the PersonalProperty is to be made.  Reasonablenotice shall mean notice given at least ten (10) days before the time of thesale or disposition.  Any sale of thePersonal Property may be made in conjunction with any sale of the RealProperty.

**Election of Remedies.**  Election by Lender to pursue any remedy shallnot exclude pursuit of any other remedy, and an election to make expendituresor to take action to perform an obligation of Grantor under this Mortgage,after Grantor’s failure to perform, shall not affect Lender’s right to declarea default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as tolimit or restrict the rights and remedies available to Lender following anEvent of Default, or in any way to limit or restrict the rights and ability ofLender to proceed directly against Grantor and/or Borrower and/or against anyother co-maker, guarantor, surety or endorser and/or to proceed against anyother collateral directly or indirectly securing the Indebtedness.

**Attorneys’ Fees; Expenses.**  If Lender institutes any suit or action toenforce any of the terms of this Mortgage, Lender shall be entitled to recoversuch sum as the court may adjudge reasonable as attorneys’ fees at trial andupon any appeal.  Whether or not anycourt action is involved, and to the extent not prohibited by law, allreasonable expenses Lender incurs that in Lender’s opinion are necessary at anytime for the protection of its interest or the enforcement of its rights shallbecome a part of the Indebtedness payable on demand and shall bear interest atthe Note rate from the date of the expenditure until repaid.  Expenses covered by this paragraph include,without limitation, however subject to any limits under applicable law, Lender’sreasonable attorneys’ fees and Lender’s legal expenses, whether or not there isa lawsuit, including reasonable attorneys’ fees and expenses for bankruptcyproceedings (including efforts to modify or vacate any automatic stay orinjunction), appeals, and any anticipated post-judgment collection services,the cost of searching records, obtaining title reports (including foreclosurereports), surveyors’ reports, and appraisal fees and title insurance, to theextent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sumsprovided by law.

**NOTICES.**  Any notice required to be given under thisMortgage, including without limitation any notice of default and any notice ofsale shall be given in writing, and shall be effective when actually delivered,when actually received by telefacsimile (unless otherwise required by law),when deposited with a nationally recognized overnight courier, or, if mailed,when deposited in the United States mail, as first class, certified orregistered mail postage prepaid, directed to the addresses shown near thebeginning of this Mortgage.  Any partymay change its address for notices under this Mortgage by giving written noticeto the other parties, specifying that the purpose of the notice is to changethe party’s address, For notice purposes, Grantor agrees to keep Lenderinformed at all times of Grantor’s current address.  Unless otherwise provided or required by law,if there is more then one Grantor, any notice given by Lender to any Grantor Isdeemed to be notice given to all Grantors.

**MISCELLANEOUS PROVISIONS.**  The following miscellaneous provisions are apart of this Mortgage:

**Amendments.**  This Mortgage, together with any RelatedDocuments, constitutes the entire understanding and agreement of the parties asto the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unlessgiven in writing and signed by the party or parties sought to be charged orbound by the alteration or amendment.

**Annual Reports.**  If the Property is used for purposes otherthan Grantor’s residence, Grantor shall furnish to Lender, upon request, acertified statement of net operating income received from the Property duringGrantor’s previous fiscal year in such form and detail as Lender shallrequire.  “Net operating income” shallmean all cash receipts from the Property less all cash expenditures made inconnection with the operation of the Property.

**Caption Headings.**  Caption headings in this Mortgage are forconvenience purposes only and are not to be used to interpret or define theprovisions of this Mortgage.

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**Governing Law.  This Mortgage will be governed by federal lawapplicable to Lender and, to the extent not preempted by federal law, the lawsof the State of Florida without regard to its conflicts of law provisions.  This Mortgage has been accepted by Lender inthe State of Florida.**

**Choice of Venue.** If there is a lawsuit, Grantor agrees uponLender’s request to submit to the jurisdiction of the courts of Pasco County,State of Florida.

**Joint and Several Liability.**  All obligations of Borrower and Grantor underthis Mortgage shall be joint and several, and all references to Grantor shallmean each and every Grantor, and all references to Borrower shall mean each andevery Borrower.  This means that eachGrantor signing below is responsible for all obligations in this Mortgage.  Where any one or more of the parties is acorporation, partnership, limited liability company or similar entity, it isnot necessary for Lender to inquire into the powers of any of the officers,directors, partners, members, or other agents acting or purporting to act onthe entity’s behalf, and any obligations made or created in reliance upon theprofessed exercise of such powers shall be guaranteed under this Mortgage.

**No Waiver by Lender.**  Lender shall not be deemed to have waived anyrights under this Mortgage unless such waiver is given in writing and signed byLender.  No delay or omission on the partof Lender in exercising any right shall operate as a waiver of such right orany other right.  A waiver by Lender of aprovision of this Mortgage shall not prejudice or constitute a waiver of Lender’sright otherwise to demand strict compliance with that provision or any otherprovision of this Mortgage.  No priorwaiver by Lender, nor any course of dealing between Lender and Grantor, shallconstitute s waiver of any of Lender’s rights or of any of Grantor’sobligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage, thegranting of such consent by Lender in any instance shall not constitutecontinuing consent to subsequent instances where such consent is required andin all oases such consent may be granted or withheld in the sole discretion ofLender.

**Severability.**  If a court of competent jurisdiction findsany provision of this Mortgage to be illegal, invalid, or unenforceable as toany circumstance, that finding shall not make the offending provision illegal,invalid, or unenforceable as to any other circumstance.  If feasible, the offending provision shall beconsidered modified so that it becomes legal, valid and enforceable.  If the offending provision cannot be somodified, it shall be considered deleted from this Mortgage.  Unless otherwise required by law, theillegality, invalidity, or unenforceability of any provision of this Mortgageshall not affect the legality, validity or enforceability of any otherprovision of this Mortgage.

**Merger.**  There shall be no merger of the interest orestate created by this Mortgage with any other interest or estate in theProperty at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender.

**Successors and Assigns.**  Subject to any limitations stated in thisMortgage on transfer of Grantor’s interest, this Mortgage shall be binding uponand inure to the benefit of the parties, their successors and assigns.  If ownership of the Property becomes vestedin a person other than Grantor, Lender, without notice to Grantor, may dealwith Grantor’s successors with reference to this Mortgage and the Indebtednessby way of forbearance or extension without releasing Grantor from theobligations of this Mortgage or liability under the Indebtedness.

**Time is of the Essence.**  Time is of the essence in the performance ofthis Mortgage.

**Waive Jury.  All parties to this Mortgage hereby waive theright to any jury trial in any action, proceeding, or counterclaim brought byany party against any other party.**

**DEFINITIONS.**  The following capitalized words and termsshall have the following meanings when used in this Mortgage.  Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of theUnited States of America.  Words andterms used in the singular shall include the plural, and the plural shallinclude the singular, as the context may require.  Words and terms not otherwise defined in thisMortgage shall have the meanings attributed to such terms in the UniformCommercial Code:

**Borrower.**  The word “Borrower” means GTA-IB, LLC; GTA-lBGolf Resort, LLC; and GTA-lB Condominium, LLC and includes all co-signers andco-makers signing the Note and all their successors and assigns.

**Default.**  The word “Default” means the Default setforth in this Mortgage in the section titled “Default”.

**Environmental Laws.**  The words “Environmental Laws” mean any andall state, federal and local statutes, regulations and ordinances relating tothe protection of human health or the environment, including without limitationthe Comprehensive Environmental Response, Compensation, and Liability Act of1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), theSuperfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”),the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.,the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, etseq., or other applicable state or federal laws, rules, or regulations adoptedpursuant thereto.

**Event of Default.**  The words “Event of Default” mean any of theevents of default set forth in this Mortgage in the events of default sectionof this Mortgage.

**Grantor.**  The word “Grantor” means GTA-IB Condominium,LLC.

**Guaranty.**  The word “Guaranty” means the guaranty fromguarantor, endorser, surety, or accommodation party to Lender, includingwithout limitation a guaranty of all or part of the Note.

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**Hazardous Substances.**  The words “Hazardous Substances” meanmaterials that, because of their quantity, concentration or physical, chemicalor infectious characteristics, may cause or pose a present or potential hazardto human health or the environment when improperly used, treated, stored,disposed of, generated, manufactured, transported or otherwise handled.  The words “Hazardous Substances” are used intheir very broadest sense and include without limitation any and all hazardousor toxic substances, materials or waste as defined by or listed under theEnvironmental Laws.  The term “HazardousSubstances” also includes, without limitation, petroleum and petroleumby-products or any fraction thereof and asbestos.

**Improvements.**  The word “Improvements” means all existingand future improvements, buildings, structures, mobile homes affixed on theReal Property, facilities, additions, replacements and other construction onthe Reel Property.

**Indebtedness.**  The word “Indebtedness” means all principal,interest, and other amounts, costs and expenses payable under the Note orRelated Documents, together with all renewals of, extensions of, modificationsof, consolidations of and substitutions for the Note or Related Documents andany amounts expended or advanced by Lender to discharge Grantor’s obligationsor expenses incurred by Lender to enforce Grantor’s obligations under thisMortgage, together with interest on such amounts as provided in this Mortgage.

**Lender.**  The word “Lender” means Patriot Bank, itssuccessors and assigns.

**Mortgage.**  The word “Mortgage” means this Mortgagebetween Grantor and Lender.

**Note.**  The word “Note” means the promissory notedated April 10, 2007, **in the original principalamount of $1,200,000.00** from Borrower to Lender, together with allrenewals of, extensions of, modifications of, refinancings of, consolidationsof, and substitutions for the promissory note or agreement.  The final maturity date of the Note isApril 10, 2010.  **NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE.**

**Personal Property. **The words “PersonalProperty” mean all equipment, fixtures, and other articles of personal propertynow or hereafter owned by Grantor, and now or hereafter attached or affixed tothe Real Property; together with all accessions, parts, and additions to, allreplacements of, and all substitutions for, any of such property; and togetherwith all proceeds (including without limitation all insurance proceeds andrefunds of premiums) from any sale or other disposition of the Property.

**Property.**  The word “Property” means collectively theReal Property and the Personal Property.

**Real Property.**  The words “Real Property” mean the realproperty, interests and rights, as further described in this Mortgage.

**Related Documents.**  The words “Related Documents” mean allpromissory notes, credit agreements, loan agreements, environmental agreements,guaranties, security agreements, mortgages, deeds of trust, security deeds,collateral mortgages, and all other instruments, agreements and documents,whether now or hereafter existing, executed In connection with theIndebtedness.

**Rents.**  The word “Rents” means all present and futurerents, revenues, income, issues, royalties, profits, and other benefits derivedfrom the Property.

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GRANTOR ACKNOWLEDGESHAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITSTERMS.
| GRANTOR:                                                       |
|----------------------------------------------------------------|
|                                                           |
| GTA-IB CONDOMINIUM, LLC                                        |
|                                                           |
| GTA-IB GOLF RESORT, LLC, Manager of GTA-lB Condominium,  LLC   |
|                                                           |
| GOLF TRUST OF AMERICA, LP, Manager of GTA-IB Golf  Resort, LLC |
| BY: GTA, GP, INC., ITS GENERAL PARTNER                         |
|                                                           |
|                                                           |
| By:                                                            |   | /s/ R. Keith Wilt |   |
|                                                           |   | R. Keith Wilt, Vice President |
|                                                           |   | GTA, GP, Inc. |
|                                                           |   |   |
|                                                           |   |   |
| **WITNESSES:**                                                 |
|                                                           |
|                                                           |
| x                                                              | /s/ Amity M. Mank |   |
|                                                           |   |
|                                                           |   |
| x                                                              |  /s/ Karen Johnson-Mahorney |   |
|                                                                |  |  |  |  |  |

 

**LIMITED LIABILITY COMPANYACKNOWLEDGMENT**
| STATE OF FLORIDA   | ) |   |
|--------------------|---|--------|
|               | ) | SS     |
| COUNTY OF PINELLAS | ) |   |

 

The foregoinginstrument was acknowledged before me this 10th day of April, 2007 byR. Keith Wilt, Vice President: ~~W. Bradley Blair II, President~~ ofGolf Trust of America, LP, member (or agent), on behalf of GTA-lB Condominium,LLC, a limited liability company.  Theyare personally known to me or have produced                                                   as identification and did / did not take an oath.
|        | /s/ Amity M. Mank                                   |
|--------|-----------------------------------------------------|
|   | (Signature of  Person Taking Acknowledgment)        |
|   |                                                |
|   | Amity M. Mank                                       |
|   | (Name of  Acknowledger Typed or Printed or Stamped) |
|   |                                                |
|   |                                                |
|   | (Title or Rank)                                     |
|   |                                                |
|   | DD 542752                                           |
|   | (Serial Number,  if any)                            |

 

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**EXHIBIT “A”**

ApartmentNo. 301 of Innisbrook Condominium No. 15, Lodge No. 15,according to the Declaration of Condominium recorded in O.R. Book 3948,Paged 593, Public Records of Pinellas County, Florida, together with allof its appurtenances according to the Declaration and being further describedin Condominium Plat Book 12, Pages 94 and 95, together with anundivided 7.15% share in the common elements appurtenant thereto.  Said Declaration is amended in O.R.Book 4245, Page 1097, O.R. Book 4376, Page 340, O.R. Book4504, Page 901, O.R. Book 5034, Page 162, O.R. Book 5245,Page 1348, O.R. Book 8156, Page 772, O.R. Book 10378,Page 1381, O.R. Book 10511, Page 1357, O.R. Book 10619,Page 1302, O.R. Book 11103, Page 587, O.R. Book 12146,Page 2572, O.R. Book 12146, Page 2580, O.R. Book 13722,Page 932, O.R. Book 15263, Page 1856 and 15423, Page 1651, allof the Public Records of Pinellas County, Florida

Parcel#25/27/15/43096/000/3010

UnitNos. 2001 and 2003, Innisbrook Condominium No. 28, Lodge No. 28, according tothe Declaration of Condominium thereof, as recorded in O.R. Book 6128, Page1526, Public Records of Pinellas County, Florida, together with all of itsappurtenances according to the Declaration and being further described inCondominium Plat Book 88, Page 80, together with an undivided 13.98% share inthe common elements appurtenant thereto. Said Declaration is amended in O.R.Book 8156, Page 772, O.R. Book 10378, Page 1381, O.R. Book 10511, Page 1357,O.R. Book 10619, Page 1302, O.R. Book 11103, Page 587, O.R. Book 12146, Page2572, O.R. Book 12146, Page 2580, O.R. Book 13722, Page 932, O.R. Book 15263,Page 1856 and 15423, Page 1651, all of the Public Records of Pinellas County,Florida.

Parcel#25/27/15/43101/000/1040

ApartmentNo. 104 of Innisbrook Condominium No. 20, Lodge No. 20, according to theDeclaration of Condominium recorded in O.R. Book 4087, Page 521, Public Recordsof Pinellas County, Florida, together with all of its appurtenances accordingto the Declaration and being further described in Condominium Plat Book 15,Page 79 and 80, together with an undivided 2.41% share in the common elementsappurtenant thereto. Said Declaration is amended in O.R. Book 4068, Page 420,O.R. Book 4245, Page 1097, O.R. Book 4376, Page 340, O.R. Book 4504, Page 901,O.R. Book 5034, Page 162, O.R. Book 5245, Page 1348, O.R. Book 8156, Page 772,O.R. Book 10378, Page 1381, O.R. Book 10511, Page 1357, O.R. Book 10619, Page1302, O.R. Book 11103, Page 587, O.R. Book 12146, Page 2572, O.R. Book 12146,Page 2580, OR. Book 13722, Page 932, O.R. Book 15263, Page 1856 and 15423, Page1651, all of the Public Records of Pinellas County, Florida.

Parcel#25/27/15/43114/000/2001

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