**Exhibit10.2**

**COMMERCIAL SECURITYAGREEMENT**
| **Principal   $1,200,000.00**                                                                                                                      | **Loan  Date   04-10-2007** | **Maturity  04-10-2010** | **Loan  No.   7000407.** | **Call /  Coll** | **Account** | **Officer  KJM** | **Initials** |
|----------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|-------------------------------|--------------------------|------------------|-------------|-----------------------|--------------|
| References in  the shaded area are for Lender’s use only and do not limit the applicability  of this document to any particular loan or item. |
| Any item above  containing “***” has been omitted due to text length limitations.                                                        |

 
| **Borrower:** | ** ** | **GTA-IB, LLC; GTA-IB Golf Resort, LLC; and GTA-IB    Condominium, LLC   701 Brickell Avenue, Suite 3000   Miami, FL 33131** | ** ** | **Lender:** | ** ** | **Patriot Bank   1815 Little Road   Trinity, FL 34655** |
|---------------|------------|------------------------------------------------------------------------------------------------------------------------------|------------|-------------|------------|---------------------------------------------------------|
| ** **    | ** ** | ** **                                                                                                                   | ** ** | ** **  |
| **Grantor:**  | ** ** | **GTA-IB Condominium, LLC   701 Brickell Avenue, Suite 3000   Miami, FL 33131**                                              | ** ** | ** **  |
|               |            |                                                                                                                              |            |             |            |                                                         |  |

 

**THISCOMMERCIAL SECURITY AGREEMENT dated April 10, 2007, is made and executed amongGTA-IB Condominium, LLC (“Grantor”); GTA-IB, LLC; GTA-IB Golf Resort, LLC; andGTA-IB Condominium, LLC (“Borrower”); and Patriot Bank (“Lender”).**

**GRANTOF SECURITY INTEREST.  For valuableconsideration, Grantor grants to Lender a security interest in the Collateralto secure the Indebtedness and agrees that Lender shall have the rights statedin this Agreement with respect to the Collateral, in addition to all otherrights which Lender may have by law.**

**COLLATERALDESCRIPTION.**  The word “Collateral” as used in thisAgreement means the following described property, whether now owned orhereafter acquired, whether now existing or hereafter arising, and whereverlocated, in which Grantor is giving to Lender a security interest for thepayment of the Indebtedness and performance of all other obligations under theNote and this Agreement:

**See Exhibit “A”, which includes**

**All Inventory, Chattel Paper, Accounts, Equipmentand General Intangibles;  All Inventory,Chattel Paper, Accounts, Equipment and General Intangibles; whether any of theforegoing is owned now or acquired later; all accessions, additions,replacements, and substitutions relating to any of the foregoing;  all records of any kind relating to any ofthe foregoing; all proceeds relating to any of the foregoing (includinginsurance, general intangibles and other accounts proceeds of the referencedreal property.**

Inaddition, the word “Collateral” also includes all the following, whether nowowned or hereafter acquired, whether now existing or hereafter arising, andwherever located:

# (A)            All accessions, attachments, accessories, tools, parts,supplies, replacements of and additions to any of the collateral describedherein, whether added now or later.

# (B) All products and produce of any of the property described in thisCollateral section.

# (C) All accounts, general intangibles, instruments, rents, monies,payments, and all other rights, arising out of a sale, lease, consignment orother disposition of any of the property described in this Collateral section.

# (D) All proceeds (including insurance proceeds) from the sale,destruction, loss, or other disposition of any of the property described inthis Collateral section, and sums due from a third party who has damaged ordestroyed the Collateral or from that party’s insurer, whether due to judgment,settlement or other process.

# (E) All records and data relating to any of the property described inthis Collateral section, whether in the form of a writing, photograph, microfilm,microfiche, or electronic media, together with all of Grantor’s right, title,and interest in and to all computer software required to utilize, create,maintain, and process any such records or data on electronic media.

**BORROWER’SWAIVERS AND RESPONSIBILITIES**.  Exceptas otherwise required under this Agreement or by applicable law,(A) Borrower agrees that Lender need not tell Borrower about any action orinaction Lender takes in connection with this Agreement; (B) Borrowerassumes the responsibility for being and keeping informed about the Collateral;and (C) Borrower waives any defenses that may arise because of any actionor inaction of Lender, including without limitation any failure of Lender torealize upon the Collateral or any delay by Lender in realizing upon theCollateral; and Borrower agrees to remain liable under the Note no matter whataction Lender takes or fails to take under this Agreement.

**GRANTOR’SREPRESENTATIONS AND WARRANTIES**.  Grantorwarrants that:  (A) this Agreementis executed at Borrower’s request and not at the request of Lender;(B) Grantor has the full right, power and authority to enter into thisAgreement and to pledge the Collateral to Lender; (C) Grantor hasestablished adequate means of obtaining from Borrower on a continuing basisinformation about Borrower’s financial condition; and (D) Lender has madeno representation to Grantor about Borrower or Borrower’s creditworthiness.

**GRANTOR’SWAIVERS**.  Grantor waives all requirements ofpresentment, protest, demand, and notice of dishonor or non-payment to Borroweror Grantor, or any other party to the Indebtedness or the Collateral.  Lender may do any of the following withrespect to any obligation of any Borrower, without first obtaining the consentof Grantor:  (A) grant any extensionof time for any payment, (B) grant any renewal, (C) permit anymodification of payment terms or other terms, or (D) exchange or releaseany Collateral or other security.  Nosuch act or failure to act shall affect Lender’s rights against Grantor or theCollateral.

**RIGHTOF SETOFF**.  To the extent permitted by applicable law,Lender reserves a right of setoff in all Grantor’s accounts with Lender(whether checking, savings, or some other account).  This includes all accounts Grantor holds jointlywith someone else and all accounts Grantor may open in the future.  However, this does not include any IRA orKeogh accounts, or any trust accounts for which setoff would be prohibited bylaw.  Grantor authorizes Lender, to theextent permitted by applicable law, to charge or setoff all sums owing on theIndebtedness against any and all such accounts.

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**GRANTOR’SREPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL**. With respect to the Collateral, Grantor represents and promises toLender that:

**Perfection of Security Interest**. Grantor agrees to take whatever actions are requested by Lender to perfectand continue Lender’s security interest in the Collateral.  Upon request of Lender, Grantor will deliverto Lender any and all of the documents evidencing or constituting theCollateral, and Grantor will note Lender’s interest upon any and all chattelpaper and instruments if not delivered to Lender for possession by Lender.  **This is a continuingSecurity Agreement and will continue in effect even though all or any part ofthe Indebtedness is paid in full and even though for a period of time Borrowermay not be indebted to Lender.**

**Notices to Lender**.  Grantorwill promptly notify Lender in writing at Lender’s address shown above (or suchother addresses as Lender may designate from time to time) prior to any(1) change in Grantor’s name; (2) change in Grantor’s assumedbusiness name(s); (3) change in the management or in the members ormanagers of the limited liability company Grantor; (4) change in theauthorized signer(s); (5) change in Grantor’s principal office address;(6) change in Grantor’s state of organization; (7) conversion ofGrantor to a new or different type of business entity; or (8) change inany other aspect of Grantor that directly or indirectly relates to anyagreements between Grantor and Lender. No change in Grantor’s name or state of organization will take effectuntil after Lender has received notice.

**No Violation.**  Theexecution and delivery of this Agreement will not violate any law or agreementgoverning Grantor or to which Grantor is a party, and its membership agreementdoes not prohibit any term or condition of this Agreement.

**Enforceability of Collateral.**  Tothe extent the Collateral consists of accounts, chattel paper, or generalintangibles, as defined by the Uniform Commercial Code, the Collateral isenforceable in accordance with its terms, is genuine, and fully complies withall applicable laws and regulations concerning form, content and manner ofpreparation and execution, and all persons appearing to be obligated on theCollateral have authority and capacity to contract and are in fact obligated asthey appear to be on the Collateral.  Atthe time any account becomes subject to a security Interest in favor of Lender,the account shall be a good and valid account representing an undisputed, bonafide indebtedness incurred by the account debtor, for merchandise held subjectto delivery instructions or previously shipped or delivered pursuant to acontract of sale, or for services previously performed by Grantor with or forthe account debtor.  So long as thisAgreement remains in effect, Grantor shall not, without Lender’s prior writtenconsent, compromise, settle, adjust, or extend payment under or with regard toany such Accounts.  There shall be nosetoffs or counterclaims against any of the Collateral, and no agreement shallhave been made under which any deductions or discounts may be claimedconcerning the Collateral except those disclosed to Lender in writing.

**Location of the Collateral.** Except in the ordinary course of Grantor’s business, Grantor agrees tokeep the Collateral (or to the extent the Collateral consists of intangibleproperty such as accounts or general intangibles, the records concerning theCollateral) at Grantor’s address shown above or at such other locations as areacceptable to Lender.  Upon Lender’srequest, Grantor will deliver to Lender in form satisfactory to Lender aschedule of real properties and Collateral locations relating to Grantor’soperations, including without limitation the following:  (1) all real property Grantor owns or ispurchasing; (2) all real property Grantor is renting or leasing;(3) all storage facilities Grantor owns, rents, leases, or uses; and(4) all other properties where Collateral is or may be located.

**Removal of the Collateral.** Except in the ordinary course of Grantor’s business, including the salesof inventory, Grantor shall not remove the Collateral from its existinglocation without Lender’s prior written consent.  To the extent that the Collateral consists ofvehicles, or other titled property, Grantor shall not take or permit any actionwhich would require application for certificates of title for the vehiclesoutside the State of Florida, without Lender’s prior written consent.  Grantor shall, whenever requested, adviseLender of the exact location of the Collateral.

**Transactions Involving Collateral.** Except for inventory sold or accounts collected in the ordinary courseof Grantor’s business, or as otherwise provided for in this Agreement, Grantorshall not sell, offer to sell, or otherwise transfer or dispose of theCollateral.  While Grantor is not indefault under this Agreement, Grantor may sell inventory, but only in theordinary course of its business and only to buyers who qualify as a buyer inthe ordinary course of business.  A salein the ordinary course of Grantor’s business does not include a transfer inpartial or total satisfaction of a debt or any bulk sale.  Grantor shall not pledge, mortgage, encumberor otherwise permit the Collateral to be subject to any lien, securityinterest, encumbrance, or charge, other than the security interest provided forin this Agreement, without the prior written consent of Lender.  This includes security interests even ifjunior in right to the security interests granted under this Agreement.  Unless waived by Lender, all proceeds fromany disposition of the Collateral (for whatever reason) shall be held in trustfor Lender and shall not be commingled with any other funds; provided however,this requirement shall not constitute consent by Lender to any sale or otherdisposition.  Upon receipt, Grantor shallimmediately deliver any such proceeds to Lender.

**Title.**  Grantorrepresents and warrants to Lender that Grantor holds good and marketable titleto the Collateral, free and clear of all liens and encumbrances except for thelien of this Agreement.  No financingstatement covering any of the Collateral is on file in any public office otherthan those which reflect the security interest created by this Agreement or towhich Lender has specifically consented. Grantor shall defend Lender’s rights in the Collateral against theclaims and demands of all other persons.

**Repairs and Maintenance.** Grantor agrees to keep and maintain, and to cause others to keep andmaintain, the Collateral in good order, repair and condition at all times whilethis Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on, orservices rendered or material furnished in connection with the Collateral sothat no lien or encumbrance may ever attach to or be filed against theCollateral.

**Inspection of Collateral.** Lender and Lender’s designated representatives and agents shall have theright at all reasonable times to examine and inspect the Collateral whereverlocated.

**Taxes, Assessments and Liens.** Grantor will pay when due all taxes, assessments and liens upon theCollateral, its use or operation, upon this Agreement, upon any promissory noteor notes evidencing the Indebtedness, or upon any of the other RelatedDocuments.  Grantor may withhold any suchpayment or may elect to contest any lien if Grantor is in good faith conductingan appropriate proceeding to contest the obligation to pay and so long asLender’s interest in the Collateral is not jeopardized in Lender’s soleopinion.  If the Collateral is subjectedto a lien which is not discharged within fifteen (15) days, Grantor shalldeposit with Lender cash, a sufficient corporate surety bond or other securitysatisfactory to Lender in an amount adequate to provide for the discharge ofthe lien plus any interest, costs, reasonable attorneys’ fees or other chargesthat could accrue as a result of foreclosure or sale of the Collateral.  In any contest Grantor shall defend itselfand Lender and shall satisfy any final adverse judgment before enforcement againstthe Collateral.  Grantor shall nameLender as an additional obligee under any surety bond furnished in the contestproceedings.  Grantor further agrees tofurnish Lender with evidence that such taxes, assessments, and governmental andother charges have been paid in full and in a timely manner.  Grantor may withhold any such payment or mayelect to contest any lien if Grantor is in good faith conducting an appropriateproceeding to contest the obligation to pay and so long as Lender’s interest inthe Collateral is not jeopardized.

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**Compliance with Governmental Requirements.** Grantor shall comply promptly with all laws, ordinances, rules andregulations of all governmental authorities, now or hereafter in effect,applicable to the ownership, production, disposition, or use of theCollateral!, including all laws or regulations relating to the undue erosion ofhighly-erodible land or relating to the conversion of wetlands for theproduction of an agricultural product or commodity.  Grantor may contest in good faith any suchlaw, ordinance or regulation and withhold compliance during any proceeding,including appropriate appeals, so long as Lender’s interest in the Collateral,in Lender’s opinion, is not jeopardized.

**HazardousSubstances.**  Grantor represents and warrants that theCollateral never has been, and never will be so long as this Agreement remainsa lien on the Collateral, used in violation of any Environmental Laws or forthe generation, manufacture, storage, transportation, treatment, disposal, releaseor threatened release of any Hazardous Substance.  The representations and warranties containedherein are based on Grantor’s due diligence in investigating the Collateral 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 Environmental Laws, and (2) agrees to indemnify, defend, andhold harmless Lender against any and all claims and losses resulting from abreach of this provision of this Agreement. This obligation to indemnify and defend shall survive the payment of theIndebtedness and the satisfaction of this Agreement.

**Maintenance of Casualty Insurance.** Grantor shall procure and maintain all risks insurance, includingwithout limitation fire, theft and liability coverage together with such otherinsurance as Lender may require with respect to the Collateral, in form,amounts, coverages and basis reasonably acceptable to Lender and issued by acompany or companies reasonably acceptable to Lender.  Grantor, upon request of Lender, will deliverto Lender from time to time the policies or certificates of insurance in form satisfactory to Lender,including stipulations that coverages will not be cancelled or diminishedwithout at least thirty (30) days’ prior written notice to Lender and notincluding any disclaimer of the insurer’s liability for failure to give such anotice.  Each insurance policy also shallinclude an endorsement providing that coverage in favor of Lender will not beimpaired in any way by any act, omission or default of Grantor or any otherperson.  In connection with all policiescovering assets in which Lender holds or is offered a security interest,Grantor will provide Lender with such loss payable or other endorsements asLender may require.  If Grantor at anytime fails to obtain or maintain any insurance as required under thisAgreement, Lender may (but shall not be obligated to) obtain such insurance asLender deems appropriate, including if Lender so chooses “single interestinsurance,” which will cover only Lender’s interest in the Collateral.

**Application of Insurance Proceeds.** Grantor shall promptly notify Lender of any loss or damage to theCollateral if the estimated cost of repair or replacement exceeds $5,000.00,whether or not such casualty or loss is covered by insurance.  Lender may make proof of loss if Grantorfails to do so within fifteen (15) days of the casualty.  All proceeds of any insurance on theCollateral, including accrued proceeds thereon, shall be held by Lender as partof the Collateral.  If Lender consents torepair or replacement of the damaged or destroyed Collateral, Lender shall,upon satisfactory proof of expenditure, pay or reimburse Grantor from theproceeds for the reasonable cost of repair or restoration, If Lender does notconsent to repair or replacement of the Collateral, Lender shall retain asufficient amount of the proceeds to pay all of the Indebtedness, and shall paythe balance to Grantor.  Any proceedswhich have not been disbursed within six (6) months after their receipt andwhich Grantor has not committed to the repair or restoration of the Collateralshall be used to prepay the Indebtedness.

**Insurance Reserves.**  Lendermay require Grantor to maintain with Lender reserves for payment of insurancepremiums, which reserves shall be created by monthly payments from Grantor of asum estimated by Lender to be sufficient to produce at least fifteen (15) daysbefore the premium due date, amounts at least equal to the insurance premiumsto be paid.  If fifteen (15) days beforepayment is due, the reserve funds are insufficient, Grantor shall upon demandpay any deficiency to Lender.  Thereserve funds shall be held by Lender as a general deposit and shall constitutea non-interest-bearing account which Lender may satisfy by payment of theinsurance premiums required to be paid by Grantor as they become due.  Lender does not hold the reserve funds intrust for Grantor, and Lender is not the agent of Grantor for payment of theinsurance premiums required to be paid by Grantor.  The responsibility for the payment ofpremiums shall remain Grantor’s sale responsibility.

**Insurance Reports.**  Grantor,upon request of Lender, shall furnish to Lender reports on each existing policyof insurance showing such information as Lender may reasonably requestincluding the following:  (1) thename of the insurer; (2) the risks insured; (3) the amount of thepolicy; (4) the property insured; (5) the then current value on thebasis of which insurance has been obtained and the manner of determining thatvalue; and (6) the expiration date of the policy.  In addition, Grantor shall upon request byLender (however not more often than annually) have an independent appraiser satisfactoryto Lender determine, as applicable, the cash value or replacement cost of theCollateral.

**Financing Statements.** Grantor authorizes Lender to file a UCC financing statement, oralternatively, a copy of this Agreement to perfect Lender’s securityinterest.  At Lender’s request, Grantoradditionally agrees to sign all other documents that are necessary to perfect,protect, and continue Lender’s security interest in the Property.  This includes making sure Lender is shown asthe first and only security interest holder on the title covering theProperty.  Grantor will pay all filingfees, title transfer fees, and other fees and costs involved unless prohibitedby law or unless Lender is required by law to pay such fees and costs.  Grantor irrevocably appoints Lender toexecute documents necessary to transfer title if there is a default.  Lender may file a copy of this Agreement as afinancing statement.  If Grantor changes Grantor’sname or address, or the name or address of any person granting a securityinterest under this Agreement changes, Grantor will promptly notify the Lenderof such change.

**GRANTOR’SRIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.**  Untildefault and except as otherwise provided below with respect to accounts,Grantor may have possession of the tangible personal property and beneficialuse of all the Collateral and may use it in any lawful manner not inconsistentwith this Agreement or the Related Documents, provided that Grantor’s right topossession and beneficial use shall not apply to any Collateral wherepossession of the Collateral by Lender is required by law to perfect Lender’ssecurity interest in such Collateral. Until otherwise notified by Lender, Grantor may collect any of theCollateral consisting of accounts.  Atany time and even though no Event of Default exists, Lender may exercise itsrights to collect the accounts and to notify account debtors to make paymentsdirectly to Lender for application to the Indebtedness.  If Lender at any time has possession of anyCollateral, whether before or after an Event of Default, Lender shall be deemedto have exercised reasonable care in the custody and preservation of theCollateral if Lender takes such action for that purpose as Grantor shallrequest or as Lender, in Lender’s sole discretion, shall deem appropriate underthe circumstances, but failure to honor any request by Grantor shall not ofitself be deemed to be a failure to exercise reasonable care.  Lender shall not be required to take anysteps necessary to preserve any rights in the Collateral against prior parties,nor to protect, preserve or maintain any security interest given to secure theIndebtedness.

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**LENDER’SEXPENDITURES.**  If any action or proceeding is commenced thatwould materially affect Lender’s interest in the Collateral or if Grantor failsto comply with any provision of this Agreement 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 Agreement or anyRelated Documents.  Lender on Grantor’sbehalf may (but shall not be obligated to) take any action that Lender deemsappropriate, including but not limited to discharging or paying all taxes,liens, security interests, encumbrances and other claims, at any time levied orplaced on the Collateral and paying all costs for insuring, maintaining andpreserving the Collateral.  All suchexpenditures incurred or paid by Lender for such purposes will then bear interestat the rate charged under the Note from the date 

incurredor paid by Lender to the date of repayment by Grantor.  All such expenses will become a part of theIndebtedness and, at Lender’s option will (A) be payable on demand;(B) be added to the balance of the Note and be apportioned among and bepayable with any installment payments to become due during either (1) theterm of any applicable insurance policy; or (2) the remaining term of theNote; or (C) be treated as a balloon payment which will be due and payableat the Note’s maturity.  The Agreementalso will secure payment of these amounts. Such right shall be in addition to all other rights and remedies towhich Lender may be entitled upon Default.

**DEFAULT.** Each of the following shall constitute an Event of Default under thisAgreement:

**Payment Default.**  Borrowerfails to make any payment when due under the Indebtedness.

**Other Defaults.**  Borroweror Grantor fails to comply with or to perform any other term, obligation,covenant or condition contained in this Agreement or in any of the RelatedDocuments or to comply with or to perform any term, obligation, covenant orcondition contained in any other agreement between Lender and Borrower orGrantor.

**FalseStatements.**  Any warranty, representation or statementmade or furnished to Lender by Borrower or Grantor or on Borrower’s or Grantor’sbehalf under this Agreement 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.

**Defective Collateralization.** This Agreement or any of the Related Documents ceases tobe in full force and effect (including failure of any collateral document tocreate a valid and perfected security interest or lien) at any time and for anyreason.

**Insolvency****.**  Thedissolution of Grantor (regardless of whether election tocontinue is made), any member withdraws from the limited liability company, orany other termination of Borrower’s or Grantor’s existence as a going businessor the death of any member, the insolvency of Borrower or Grantor, theappointment of a receiver for any part of Borrower’s or Grantor’s property, anyassignment for the benefit of creditors, any type of creditor workout, or thecommencement of any proceeding under any bankruptcy or insolvency laws by oragainst Borrower or Grantor.

**Creditor or Forfeiture Proceedings.** 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 anycollateral securing the Indebtedness. This includes a garnishment of any of Borrower’s or Grantor’s accounts,including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faithdispute by Borrower or Grantor as to the validity or reasonableness of theclaim which is the basis of the creditor or forfeiture proceeding and ifBorrower or Grantor gives Lender written notice of the creditor or forfeitureproceeding and deposits with Lender monies or a surety bond for the creditor orforfeiture proceeding, in an amount determined by Lender, in its solediscretion, as being an adequate reserve or bond for the dispute.

**Events Affecting Guarantor.** Any of the preceding events occurs with respect to any guarantor,endorser, surety, or accommodation party of any of the Indebtedness orguarantor, endorser, surety, or accommodation party dies or becomes incompetentor revokes or disputes the validity of, or liability under, any Guaranty of theIndebtedness.

**Adverse Change.**  Amaterial adverse change occurs in Borrower’s or Grantor’s financial condition,or Lender believes the prospect of payment or performance of the Indebtednessis impaired.

**Insecurity.**  Lenderin good faith believes itself insecure.

**RIGHTSAND REMEDIES ON DEFAULT.**  If an Event of Default occurs under thisAgreement, at any time thereafter, Lender shall have all the rights of asecured party under the Florida Uniform Commercial Code.  In addition and without limitation, Lendermay exercise any one or more of the following rights and remedies:

**Accelerate Indebtedness.** Lender may declare the entire Indebtedness, including any prepaymentpenalty which Borrower would be required to pay, immediately due and payable,without notice of any kind to Borrower or Grantor.

**Assemble Collateral.** Lender may require Grantor to deliver to Lender all or any portion ofthe Collateral and any and all certificates of title and other documentsrelating to the Collateral.  Lender mayrequire Grantor to assemble the Collateral and make it available to Lender at aplace to be designated by Lender.  Lenderalso shall have full power to enter upon the property of Grantor to takepossession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement atthe time of repossession, Grantor agrees Lender may take such other goods,provided that Lender makes reasonable efforts to return them to Grantor afterrepossession.

**Sell the Collateral.** Lender shall have full power to sell, lease, transfer, or otherwise dealwith the Collateral or proceeds thereof in Lender’s own name or that ofGrantor.  Lender may sell the Collateralat public auction or private sale. Unless the Collateral threatens to decline speedily in value or is of atype customarily sold on a recognized market, Lender will give Grantor, andother persons as required by law, reasonable notice of the time and place ofany public sale, or the time after which any private sale or any other dispositionof the Collateral is to be made. However, no notice need be provided to any person who, after Event ofDefault occurs, enters into and authenticates an agreement waiving that person’sright to notification of sale.  Therequirements of reasonable notice shall be met if such notice is given at leastten (10) days before the time of the sale or disposition.  All expenses relating to the disposition ofthe Collateral, including without limitation the expenses of retaking, holding,insuring, preparing for sale and selling the Collateral, shall become a part ofthe Indebtedness secured by this Agreement and shall be payable on demand, withinterest at the Note rate from date of expenditure until repaid.

**Appoint Receiver.**  In theevent of a suit being instituted to foreclose this Agreement, Lender shall beentitled to apply at any time pending such foreclosure suit to the court havingjurisdiction thereof for the appointment of a receiver of any or all of theCollateral, and of all rents, incomes, profits, issues and revenues thereof,from whatsoever source.  The partiesagree that the court shall forthwith appoint such receiver with the usualpowers and duties of receivers in like cases. Such appointment shall be made by the court as a matter of strict rightto Lender and without notice to Grantor, and without reference to the adequacyor inadequacy of the value of the Collateral, or to Grantor’s solvency or anyother party defendant to such suit. Grantor hereby specifically waives the right to object to the appointmentof a receiver and agrees that such appointment shall be made as an admittedequity and as a matter of absolute right to Lender, and consents to theappointment of any officer or employee of Lender as receiver.  Lender shall have the right to have areceiver appointed to take possession of all or any part of the Collateral,with the power to protect and preserve the Collateral, to operate theCollateral preceding foreclosure or sale, and to collect the Rents from theCollateral 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 Collateral exceeds the Indebtedness by asubstantial amount.  Employment by Lendershall not disqualify a person from serving as a receiver.

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**CollectRevenues, Apply Accounts.**  Lender, either itself or through a receiver,may collect the payments, rents, income, and revenues from the Collateral.  Lender may at any time in Lender’s discretiontransfer any Collateral into Lender’s own name or that of Lender’s nominee andreceive the payments, rents, income, and revenues therefrom and hold the sameas security for the Indebtedness or apply it to payment of the Indebtedness insuch order of preference as Lender may determine.  Insofar as the Collateral consists ofaccounts, general intangibles, insurance policies, instruments, chattel paper,choses in action, or similar property, Lender may demand, collect, receipt for,settle, compromise, adjust, sue for, foreclose, or realize on the Collateral asLender may determine, whether or not Indebtedness or Collateral is thendue.  For these purposes, Lender may, onbehalf of and in the name of Grantor, receive, open and dispose of mailaddressed to Grantor; change any address to which mail and payments are to besent; and endorse notes, checks, drafts, money orders, documents of title,instruments and items pertaining to payment, shipment, or storage of anyCollateral.  To facilitatecollection.  Lender may notify accountdebtors and obligors on any Collateral to make payments directly to Lender.

**ObtainDeficiency.**  If Lender chooses to sell any or all of theCollateral, Lender may obtain a judgment against Borrower for any deficiencyremaining on the Indebtedness due to Lender after application of all amountsreceived from the exercise of the rights provided in this Agreement.  Borrower shall be liable for a deficiencyeven if the transaction described in this subsection is a sale of accounts orchattel paper.

**OtherRights and Remedies.**  Lender shall have all the rights and remediesof a secured creditor under the provisions of the Uniform Commercial Code, asmay be amended from time to time.  Inaddition, Lender shall have and may exercise any or all other rights andremedies it may have available at law, in equity, or otherwise.

**Electionof Remedies.**  Except as may be prohibited by applicablelaw, all of Lender’s rights and remedies, whether evidenced by this Agreement,the Related Documents, or by any other writing, shall be cumulative and may beexercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of anyother remedy, and an election to make expenditures or to take action to performan obligation of Grantor under this Agreement, after Grantor’s failure toperform, shall not affect Lender’s right to declare a default and exercise itsremedies.

**MISCELLANEOUS PROVISIONS.** The following miscellaneous provisions are a part of this Agreement:

**Amendments.** This Agreement, together with any Related Documents, constitutes theentire understanding and agreement of the parties as to the matters set forthin this Agreement.  No alteration of oramendment to this Agreement shall be effective unless given in writing andsigned by the party or parties sought to be charged or bound by the alterationor amendment.

**Attorneys’Fees; Expenses.**  Grantor agrees to pay upon demand all ofLender’s costs and expenses, including Lender’s reasonable attorneys’ fees andLender’s legal expenses, incurred in connection with the enforcement of thisAgreement.  Lender may hire or paysomeone else to help enforce this Agreement, and Grantor shall pay the costsand expenses of such enforcement.  Costsand expenses include Lender’s reasonable attorneys’ fees and legal expenseswhether or not there is a lawsuit, including reasonable attorneys’ fees andlegal expenses for bankruptcy proceedings (including efforts to modify or vacateany automatic stay or injunction), appeals, and any anticipated post-judgmentcollection services.  Grantor also shallpay all court costs and such additional fees as may be directed by the court.

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

**GoverningLaw.**  **This Agreement will begoverned by federal law applicable to Lender and, to the extent not preemptedby federal law, the laws of the State of Florida without regard to itsconflicts of law provisions.  ThisAgreement has been accepted by Lender in the State of Florida.**

**Choiceof 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.

**Jointand Several Liability.**  All obligations of Borrower and Grantor underthis Agreement 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 eachBorrower and Grantor signing below is responsible for all obligations in thisAgreement.  Where any one or more of theparties is a corporation, partnership, limited liability company or similar entity,it is not necessary for Lender to inquire into the powers of any of theofficers, directors, partners, members, or other agents acting or purporting toact on the entity’s behalf, and any obligations made or created in relianceupon the professed exercise of such powers shall be guaranteed under thisAgreement.

**NoWaiver by Lender.**  Lender shall not be deemed to have waived anyrights under this Agreement unless such waiver is given in writing and signedby Lender.  No delay or omission on thepart of Lender in exercising any right shall operate as a waiver of such rightor any other right.  A waiver by Lenderof a provision of this Agreement shall not prejudice or constitute a waiver ofLender’s right otherwise to demand strict compliance with that provision or anyother provision of this Agreement.  Noprior waiver by Lender, nor any course of dealing between Lender and Grantor,shall constitute a 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 Agreement, thegranting of such consent by Lender in any instance shall not constitutecontinuing consent to subsequent instances where such consent is required andin all cases such consent may be granted or withheld in the sole discretion ofLender.

**Notices.** Any notice required to be given under this Agreement shall be given inwriting, and shall be effective when actually delivered, when actually receivedby telefacsimile (unless otherwise required by law), when deposited with anationally recognized overnight courier, or, if mailed, when deposited in theUnited States mail, as first class, certified or registered mail postageprepaid, directed to the addresses shown near the beginning of this Agreement.  Any party may change its address for noticesunder this Agreement by giving written notice to the other parties, specifyingthat the purpose of the notice is to change the party’s address.  For notice purposes, Grantor agrees to keepLender informed at all times of Grantor’s current address.  Unless otherwise provided or required by law,if there is more than one Grantor, any notice given by Lender to any Grantor isdeemed to be notice given to all Grantors.

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**Powerof Attorney.**  Grantor hereby appoints Lender as Grantor’sirrevocable attorney-in-fact for the purpose of executing any documentsnecessary to perfect, amend, or to continue the security interest granted inthis Agreement or to demand termination of filings of other secured parties.  Lender may at any time, and without furtherauthorization from Grantor, file a carbon, photographic or other reproductionof any financing statement or of this Agreement for use as a financingstatement.  Grantor will reimburse Lenderfor all expenses for the perfection and the continuation of the perfection ofLender’s security interest in the Collateral.

**Severability.**  Ifa court of competent jurisdiction finds any provision of this Agreement to beillegal, invalid, or unenforceable as to any circumstance, that finding shallnot make the offending provision illegal, invalid, or unenforceable as to anyother circumstance.  If feasible, theoffending provision shall be considered modified so that it becomes legal,valid and enforceable.  If the offendingprovision cannot be so modified, it shall be considered deleted from thisAgreement.  Unless otherwise required bylaw, the illegality, invalidity, or unenforceability of any provision of thisAgreement shall not affect the legality, validity or enforceability of any otherprovision of this Agreement.

**Successorsand Assigns.**  Subject to any limitations stated in thisAgreement on transfer of Grantor’s interest, this Agreement shall be bindingupon and inure to the benefit of the parties, their successors andassigns.  If ownership of the Collateralbecomes vested in a person other than Grantor, Lender, without notice toGrantor, may deal with Grantor’s successors with reference to this Agreementand the Indebtedness by way of forbearance or extension without releasing Grantorfrom the obligations of this Agreement or liability under the Indebtedness.

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

**Timeis of the Essence.**  Time is of the essence in the performance ofthis Agreement.

**WaiveJury.  All parties to this Agreementhereby waive the right to any jury trial in any action, proceeding, orcounterclaim brought by any party against any other party.**

**DEFINITIONS.**  Thefollowing capitalized words and terms shall have the following meanings whenused in this Agreement.  Unlessspecifically stated to the contrary, all references to dollar amounts shallmean amounts in lawful money of the United States of America.  Words and terms used in the singular shallinclude the plural, and the plural shall include the singular, as the contextmay require.  Words and terms nototherwise defined in this Agreement shall have the meanings attributed to suchterms in the Uniform Commercial Code:

**Agreement.**  The word “Agreement” means this CommercialSecurity Agreement, as this Commercial Security Agreement may be amended or modified from time to time, togetherwith all exhibits and schedules attached to this Commercial Security Agreementfrom time to time.

**Borrower.** The word “Borrower” means GTA-IB, LLC; GTA-IB Golf Resort, LLC; andGTA-IB Condominium, LLC and includes all co-signers and co-makers signing theNote and all their successors and assigns.

**Collateral.** The word “Collateral” means all of Grantor’s right, title and interestin and to all the Collateral as described in the Collateral Description sectionof this Agreement.

**Default.** The word “Default” means the Default set forth in this Agreement in thesection titled “Default”.

**EnvironmentalLaws.**  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”), the SuperfundAmendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“ SARA”), theHazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., theResource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., orother applicable state or federal laws, rules, or regulations adopted pursuantthereto.

**Eventof Default.**  The words “Event of Default” mean any of theevents of default set forth in this Agreement in the default section of thisAgreement.

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

**Guaranty.** The word “Guaranty” means the guaranty from guarantor, endorser, surety,or accommodation party to Lender, including without limitation a guaranty ofall or part of the Note.

**HazardousSubstances.**  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.

**Indebtedness.** The word “Indebtedness” means the indebtedness evidenced by the Note orRelated Documents, including all principal and interest together with all otherindebtedness and costs and expenses for which Borrower is responsible underthis Agreement or under any of the Related Documents.

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

**Note.** The word “Note” means the Note executed by GTA-IB, LLC; GTA-IB GolfResort, LLC; and GTA-IB Condominium, LLC in the principal amount of$1,200,000.00 dated April 10, 2007, together with all renewals of, extensionsof, modifications of, refinancings of, consolidations of, and substitutions forthe note or credit agreement.

**Property.** The word “Property” means all of Grantor’s right, title and interest inand to all the Property as described in the “Collateral Description” section ofthis Agreement.

**RelatedDocuments.**  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.

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**BORROWER AND GRANTOR HAVE READ AND UNDERSTOOD ALLTHE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREE TO ITSTERMS.  THIS AGREEMENT IS DATED APRIL 10,2007.**
| **GRANTOR:**                                                       |
|--------------------------------------------------------------------|
|                                                               |
| **GTA-IB CONDOMINIUM, LLC**                                        |
|                                                               |
| **GTA-IB GOLF RESORT, LLC, Manager of GTA-IB  Condominium, LLC**   |
|                                                               |
| **GOLF TRUST OF AMERICA, LP, Manager of GTA-IB Golf  Resort, LLC** |
|                                                               |
|                                                               |
| By:                                                                |   | /s/ R. Keith Wilt |   |
| ** **                                                         |   | **R. Keith Wilt, Vice President of Golf Trust of  America, LP** |

 

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| BORROWER:                                                      |
|----------------------------------------------------------------|
|                                                           |
| GTA-IB, LLC                                                    |
|                                                           |
| GTA-IB GOLF RESORT, LLC, Manager of GTA-lB, 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-IB GOLF RESORT, 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-IB CONDOMINIUM, LLC                                        |
|                                                           |
| GTA-IB GOLF RESORT, LLC, Manager of GTA-IB  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. |
|                                                                |  |  |  |  |  |  |

 

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