ex10-107.htm

Exhibit 10.107

    SECOND
      AMENDMENT TO FORBEARANCE AGREEMENT

     

    


    This
      Second Amendment to Forbearance Agreement (this “Amendment”) is
      made as of this ____ day of September, 2007, by and among LASALLE BANK NATIONAL
      ASSOCIATION, AS TRUSTEE OF MARATHON REAL ESTATE CDO 2006-1 GRANTOR TRUST,
      successor-in-interest to Marathon Structured Finance Fund, L.P., a Delaware
      limited partnership (the “Lender”). SOUTH BEACH RESORTS, LLC, a
      Florida limited liability company (the “Borrower”), FRED
      PAUZAR, an individual resident of the State of Florida
      (“Pauzar”), and MALCOLM WRIGHT, an individual resident of the
      State of Florida (“Wright”, and together with Pauzar, the
“Principals”, and the Principals, together with Borrower,
      the
“Borrowing Parties”).

    


    RECITALS

     

    A.           Lender
      and Borrower are parties to that certain Loan Agreement dated as of June 30,
      2005 (the “Loan Agreement”), pursuant to which Lender agreed to
      make a loan to Borrower (the “Loan”) in the amount of up to
      Nine Million and NO/100 Dollars ($9,000,000.00).

    


    B.           The
      Loan is evidenced by that certain Promissory Note dated June 30, 2005 (the
      “Note”), and is secured by the lien of that certain Mortgage,
      Assignment of Rents and Security Agreement dated June 30, 2005 and recorded
      among the land records of Dade County, Florida on July 11, 2005 in Official
      Records Book 23557, Page 3073 (the “Mortgage”).

    


    C.           Payment
      of certain obligations of Borrower pursuant to the Loan Documents is guaranteed
      by the Principals pursuant to the terms of, inter alia, that certain Guaranty
      (Exceptions to Nonrecourse Liability) dated as of June 30, 2005 (the
“Guaranty”).  As used herein, the term “Loan
      Documents”) shall mean the Loan Agreement, the Note, the Mortgage, the
      Guaranty and any and all other documents evidencing, securing and/or governing
      the Loan whether now existing or hereafter executed and delivered.

    


    D.           The
      Loan matured by its terms on January 11, 2007 and Borrower failed to repay
      the
      Loan in accordance with the terms of and as required by the Loan Documents
      (the
“Existing Default”).

    


    E.           Pursuant
      to the terms of that certain Forbearance Agreement among Lender and the
      Borrowing Parties dated as of February 2, 2007 (as amended and modified by
      that
      certain First Amendment dated as of July 11, 2007 and hereby, the
“Forbearance Agreement”), Lender agreed, among other things, to
      forbear from exercising any right or remedy against the Borrowing Parties with
      respect to the Existing Default during the Initial Forbearance Period and the
      Extended Forbearance Period.

    


    F.           Borrower
      has requested that Lender continue to waive the Existing Default, and Lender
      has
      conditionally agreed to continue to waive such Existing Default, on the terms
      set forth below provided, however, that in the event that any Event of Default
      or Additional Default occurs during the Forbearance Period or prior to the
      payment in full of the Obligations of the Borrower to Lender, such waiver shall
      be null and void.

    


    NOW,
      THEREFORE, in consideration of the mutual undertakings set forth below and
      other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and intending to be legally bound hereby, the parties agree as
      follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    AGREEMENT

     

    


    1.           Incorporation
      of Recitals; Defined Terms.  Borrower
      and Lender agree that the Recitals above are a part of this
      Amendment.  Unless otherwise expressly defined in this Amendment,
      terms defined in the Forbearance Agreement or in the Loan Agreement shall have
      the same meaning under this Amendment.

    


    (a)           As
      used herein, the term “Budget” shall mean a detailed budget for
      the Work, broken down by line item, and all amendments, modifications and/or
      updates thereto.

    


    (b)           As
      used herein, the term "CDO" shall mean the Marathon Real Estate
      CDO 2006-1 Grantor Trust.

    


    (c)           As
      used herein, the term “Forbearance Period” shall mean the
      Initial Forbearance Period, the Extended Forbearance Period, the Second Extended
      Forbearance Period and the Third Extended Forbearance Period, as the case may
      be.

    


    (d)           As
      used herein, the term "Interest Payment" shall have the meaning
      set forth in Section 8 of this Amendment.

    


    (e)           As
      used herein, the term “Work” shall mean renovation of the
      Property for use a time-share use.

    


    2.           Acknowledgements.  Borrowing
      Parties hereby acknowledge, ratify, admit, stipulate and agree, without
      precondition or qualification, as follows:

    


    (a)           Each
      of the Recitals contained above in this Amendment is true, correct and complete
      in all material respects.

    


    (b)           Borrower
      and Principals (i) entered into the Loan Documents to which they are parties,
      and (ii) are entering into this Amendment of their own free will, without
      coercion or threat of any kind from Lender or from any other Person, fully
      understanding the terms hereof (including the waiver of certain material rights
      afforded by law), and are fully aware that they may have potentially
      advantageous alternatives to entering into this Amendment.  Borrower
      and Principals acknowledge, stipulate and agree that any other alternative
      would
      present a material risk to their detriment.

    


    (c)           The
      Loan Documents constitute valid and binding obligations of Borrower and
      Principals, enforceable against each of them in accordance with their respective
      terms.

    


    (d)           As
      of September ___, 2007, the Obligations shall consist of the
      following:

     

    
      
        	
                Principal

              	
                $_________
                  .00

              
	
                Interest
                  Due

              	
                $_________

              
	
                Tax
                  Escrow

              	
                $_________

              
	
                Insurance
                  Escrow

              	$_________


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      addition, Borrower is obligated to pay to and reimburse Lender for all amounts
      incurred in connection with the Obligations and/or the Existing Default,
      including, without limitation, costs and expenses of Lender’s legal counsel,
      which amounts constitute part of the aggregate Obligations.

    


    (e)           Except
      as specifically provided in Section 6(b) and (c) below, Borrower’s obligation to
      repay the Obligations is unconditional and without defense, counterclaim,
      recoupment or offset.  The Obligations are immediately due and payable
      in full.

    


    (f)           (i)  There
      continue to exist one or more defaults under the terms of the Loan Documents,
      (ii) any and all notices required to be given by Lender have in fact been given
      and received, (iii) all applicable grace periods have expired without cure
      having been effected, and (iv) Borrowing Parties hereby waive all such notice
      provisions and grace periods in connection with the Existing
      Default.

    


    (g)           Borrower
      has no defenses, rights of set-off or recoupment, causes of action or claims
      or
      counterclaims with respect to the Obligations and/or the liens and security
      interests granted to Lender pursuant to the terms of the Loan Documents, and
      all
      of such liens and security interests are enforceable by Lender.

    


    (h)           Borrowing
      Parties have derived and shall continue to derive material benefit by virtue
      of
      the execution and delivery of the Forbearance Agreement (including, without
      limitation, this Amendment) and the performance of their respective obligations
      thereunder and hereunder.

    


    3.           Reaffirmation
      of Obligations.  Borrowing Parties
      reaffirm and ratify that Borrower is indebted and obligated, directly or
      indirectly, to Lender in an amount equal to the Obligations set forth in Section
      2(d) above.  Interest shall continue to accrue on and forms a part of
      the Obligations pursuant to the terms of the Loan Documents as set forth
      herein.  Borrower reaffirms and ratifies that, pursuant to the terms
      of the Loan Documents, it is liable to pay or reimburse applicable costs, fees
      and reasonable attorneys’ fees and expenses related to the Obligations incurred
      by Lender, all of which form a part of the Obligations.  Borrower
      hereby promises to pay to the order of Lender the Obligations, plus any and
      all
      accrued interest thereon and accrued costs, fees and reasonable attorneys’ fees
      and expenses in accordance with the Loan Documents as modified by the terms
      hereof.

    


    4.           Bankruptcy
      Proceedings.  All representations and
      warranties set forth in Section 4 of the Forbearance Agreement are true and
      correct on and as of the date hereof and all acknowledgements, covenants and
      agreements set forth in Section 4 of the Forbearance Agreement are each hereby
      ratified, remain in full force and effect and constitutes the valid and legally
      binding obligations of Borrower and/or Principals, as the case may be,
      enforceable in accordance therewith.

    


    5.           Release;
      Lender’s
      Liability.  (a)  Borrower,
      Principals, their successors and assigns (including, without limitation, any
      estate, debtor, trustee, receiver or assignee for the benefit of creditors)
      to
      the fullest extent permitted by law (collectively, the “Releasing
      Parties”), hereby release, remise, forever discharge and forgive
      Lender, its shareholders, directors, affiliates, officers, employees, servicers,
      agents, attorneys, representatives, predecessors, successors and assigns
      (collectively, the “Released Parties”), of and from any and all
      claims, causes, causes of action, demands, counterclaims, cross claims, damages,
      complaints, suits, bonds, losses, liabilities, obligations, commitments,
      contribution, indemnity or otherwise, at law or equity or mixed, known, unknown,
      suspected, unsuspected, asserted, unasserted, which the Releasing Parties or
      any
      of them, now have, had or may in the future have against the Released Parties
      or any of them which arose prior to the execution and delivery of this Agreement
      and relate to the Loan Documents and/or the Obligations.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (b)           Lender
      shall not be liable for any claims, suits, actions, costs, damages, liabilities
      or expenses, or incidental, consequential, special or punitive damages
      (“Liabilities”) in connection with the subject matter of this
      Amendment other than Liabilities caused by the gross negligence or willful
      misconduct of Lender, and Borrower hereby agrees to indemnify and hold harmless
      Lender and its affiliates and the directors, officers, employees and agents
      of
      any of them, and the successors and assigns of Lender from and against any
      and
      all Liabilities arising from or in connection with any acts or omissions taken
      by Borrower in connection with this Amendment or the performance of Borrower’s
      duties under this Amendment, other than those Liabilities caused by the gross
      negligence or willful misconduct of Lender.

    


    6.           Forbearance
      Period.  (a)  During the Third
      Extended Forbearance Period (as defined below), Lender agrees to forbear from
      exercising any right or remedy against Borrowing Parties with respect to the
      Existing Default, provided (i) there shall occur no Event of Default other
      than
      the Existing Default, and (ii) Borrower shall continue to make monthly Payments
      of accrued interest on the Payment Date as contemplated by Section 2.2.1 of
      the
      Loan Agreement.  Nothing herein shall be construed as an agreement by
      Lender from asserting any affirmative defense, cross-claim, counterclaim or
      third-party claim in any action or proceeding that is now pending or may
      hereafter be commenced.  Lender’s agreement to forbear from exercising
      any rights or remedies in accordance with this paragraph shall and continue
      until 5:00 PM Eastern time, May 11, 2008, unless earlier terminated as a result
      of the occurrence of an Additional Default (as defined in the Forbearance
      Agreement) (the “Third Extended Forbearance
      Period”).  Subject to paragraph (b) below, upon and after the
      expiration of the Third Extended Forbearance Period, Lender shall be free to
      exercise any right or remedy to which Lender heretofore or hereafter shall
      be
      entitled without regard to this paragraph.  Nothing contained herein
      shall be deemed to limit Borrower’s obligations to make all payments due under
      the Loan Documents other than the repayment of the principal balance, all of
      which obligations shall remain in full force and effect.

    


    (b)           Notwithstanding
      the forgoing, Borrower shall be entitled to further extend the Third Extended
      Forbearance Period until July 11, 2008, subject to satisfaction of the following
      conditions:

    


    (i)            Borrower
      shall have provided written notice of its election to extend the Third Extended
      Forbearance Period no later than April 11, 2008;

    


    (ii)           No
      Additional Default has occurred;

    


    (iii)          Borrower
      shall make a payment of $1,000,000.00 to be applied to the outstanding principal
      balance of the Loan no later than May 11, 2008;

    


    (iv)          Together
      with its written notice to so extend the Third Extended Forbearance Period,
      Borrower shall deliver to Lender an additional Interest Payment in the amount
      necessary (as determined by Lender) to cover the interest estimated to accrue
      during the remainder of the Third Extended Forbearance Period; and

    


    (v)           Subject
      to the terms of subparagraph (c) below, Borrower shall demonstrate to Lender's
      satisfaction that it has completed the Work at its own expense in accordance
      with the Budget.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (c)           If
      the Work has not been completed by May 11, 2008 despite Borrower's good faith
      efforts to complete same, Borrower may elect to extend the Third Extended
      Forbearance Period by depositing with Lender the amount necessary to complete
      the Work (the "Work Escrow"), in which event (i) Lender shall
      hold the Work Escrow in a non-interest bearing account (which need not be a
      segregated account), (ii) so long as no Additional Default shall occur, Lender
      shall disburse portions of the Work Escrow to the parties entitled thereto
      upon
      delivery of Borrower's request therefor (to be delivered to Lender at least
      five
      (5) Business Days prior to the date on which Borrower requests each such
      disbursement to be made), which request shall specify the costs of the Work
      to
      be paid and shall be accompanied by a certificate from Borrower (1) stating
      that
      the Work for which such disbursement is sought has been completed in a good
      and
      workmanlike manner in accordance with all applicable legal requirements and
      (2)
      identifying each party that supplied materials, labor, work, services, or
      equipment in connection with the Work for which such disbursement is
      sought.  Borrower shall continue to use good faith efforts to complete
      the Work in a timely fashion.  In the event that Lender determines in
      its reasonable discretion that the Work Escrow is not sufficient to complete
      the
      Work in accordance with the Budget, Borrower shall have deposit with Lender
      the
      additional funds necessary to complete the Work within five (5) Business Days
      after Lender notifies Borrower.

    


    (d)           During
      the Third Extended Forbearance Period, so long as no Additional Default shall
      occur, Borrower shall not be obligated to pay the Late Charges accruing as
      contemplated by Section 8 of the Note.  Provided that Borrower pays
      the Obligations in full prior to the expiration of the Third Extended
      Forbearance Period, Lender shall waive such Late Charges in their
      entirety

    


    (e)           During
      the Third Extended Forbearance Period, so long as no Additional Default shall
      occur, although interest shall accrue at the Default Rate as contemplated by
      Section 7.2 of the Note, Borrower shall continue to pay interest at the Interest
      Rate, and the difference between interest accruing at the Interest Rate and
      the
      Default Rate (the “ContinuedInterest
      Differential”) shall be deferred.  Provided that Borrower
      pays the Obligations in full prior to the expiration of the Third Extended
      Forbearance Period, Lender shall waive the Continued Interest Differential
      in
      its entirety.

    


    7.           Work.  As
      part of the consideration for Lender’s agreement to continue to forbear from
      exercising its rights and remedies with respect to the Existing Default, during
      the Third Extended Forbearance Period Borrower shall perform (or cause to be
      performed) the Work at its own expense (the cost of which is estimated at
      approximately $1,600,00.00). Borrower shall cause the Work to be completed
      on or
      before the expiration of the Third Extended Forbearance Period pursuant to
      the
      Budget.  Borrower shall deliver the Budget to Lender no later than
      ___________, 2007 and deliver copies of all modifications or updates
      thereto.

    


    8.           Interest
      Payment.  As part of the consideration
      for Lender’s agreement to continue to forbear from exercising its rights and
      remedies with respect to the Existing Default, contemporaneously with the
      execution and delivery of this Amendment Borrower shall deliver to Lender the
      sum of $____________ (the "Interest Payment"), to cover
      interest estimated to accrue during the Third Extended Forbearance Period,
      such
      amount to be held by Lender in a non-interest bearing account and applied to
      monthly installments of interest as the same become due and payable. Borrower
      hereby acknowledges and agrees that it shall remain liable for any accrued
      interest due and payable to the extent that the Interest Payment is not
      sufficient to cover any installments of interest due and payable during the
      Third Extended Forbearance Period.  If an Additional Default shall
      occur, and/or if any amount so paid to Lender remains unapplied at the
      expiration of the Second Extended Forbearance Period (or the Third Extended
      Forbearance Period, as the case may be), the amount remaining unapplied may
      be
      applied by Lender,
      at its election, to principal, interest, late charges or other sums due and
      payable pursuant to the terms of the Loan Documents


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    9.           Rating.  In
      order to maintain the Loan as part of the CDO, Marathon Structured Finance
      Fund,
      L.P. ("Marathon") must re-acquire the Loan from the CDO for
      re-rating by a rating agency and then transfer the same back to the
      CDO.  As part of the consideration for Lender’s agreement to continue
      to enter into this Amendment, Borrower shall pay the costs incurred in
      connection with (i) the transfers between Marathon and the CDO and (ii) the
      re-rating of the Loan promptly after delivery of an invoice
      therefor.  Lender estimates that the costs therefor will be
      approximately $20,000.00 (Borrower hereby agreeing that it shall be responsible
      for the actual cost, whether higher or lower); provided, however, in the event
      that the Loan is repaid in full prior to the time such re-rating is complete,
      Borrower shall not be obligated to pay such costs.

    


    10.           Deposit
      Account.  Pursuant to the terms of
      Section 10(h) of the original Forbearance Agreement, Borrower acknowledged
      that
      it had no further right title or interest in or to the Deposit Account or the
      proceeds thereof by virtue of Lender's notice to SunTrust Bank dated January
      18,
      2007 (the "Account Notice").  Promptly after
      execution and delivery of this Amendment and satisfaction of any conditions
      to
      the effectiveness hereof, Lender agrees to rescind the Account Notice, whereupon
      Borrower shall have access to the Deposit Account as contemplated by the Loan
      Agreement, subject to Lender's right to deliver a new Account Notice to SunTrust
      Bank if an Additional Default should occur (Lender hereby expressly reserving
      all rights with respect thereto).

    


    11.           Costs
      and Expenses.  Borrower shall be liable
      to and shall pay to Lender all of the following:

    


    (a)           Interest.  Upon
      execution and delivery hereof, Borrower shall pay all accrued interest due
      under
      the Loan Documents to Lender including the installment due September 11,
      2007.

    


    (b)           Legal
      Fees.  Borrower shall pay all of Lender’s reasonable attorneys’ fees
      and expenses incurred in connection with the preparation and negotiation of
      this
      Amendment and the enforcement of Lender’s rights and remedies hereunder or under
      the Loan Documents, as the case may be.

    


    (c)           Lender’s
      Costs and Expenses.  Borrower shall pay all costs and expenses
      incurred by or on behalf of Lender relating the Loan, Borrower’s default, and
      the execution and delivery of this Amendment.

    


    (d)           In
      addition to the foregoing, upon execution and delivery hereof, Borrower shall
      make a payment of Five Hundred Thousand and NO/100 Dollars ($500,000.00) to
      be
      applied to the outstanding principal balance of the Loan as part of the
      consideration for Lender’s agreement to continue to forbear from exercising its
      rights and remedies with respect to the Existing Default as provided
      hereunder.

    


    (e)           In
      addition to the foregoing, upon execution and delivery hereof, Borrower shall
      pay to Lender a fee in the amount of _____________ and No/100 Dollars
      ($______.00) {1%
      Extension Fee calculated after curtailment} as part of the
      consideration for Lender’s agreement to continue to forbear from exercising its
      rights and remedies with respect to the Existing Default as provided
      hereunder.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                   
      12.          Good
      Faith.  Borrowing Parties acknowledge
      and warrant that Lender has acted in good faith and has conducted itself in
      a
      commercially reasonable manner in its relationships with Borrowing Parties
      in
      connection with this Amendment and generally in connection with the Loan
      Agreement and the Obligations, Borrowing Parties hereby waiving and releasing
      any claims to the contrary.

    


    13.           Value.  As
      a consequence of Lender’s covenants, releases, waivers, settlement, and
      forbearance hereunder, Borrowing Parties have received reasonably equivalent
      value, as construed under Section 548 of the Bankruptcy Code, and fair
      consideration, as construed under applicable local and state laws, for their
      obligations as set forth in this Amendment.

    


    14.           Representations
      and Warranties.  Borrower and each
      Principal represents and warrants to Lender for itself as follows:

    


    (a)           Borrower
      is a limited liability company duly formed, validly existing and in good
      standing under the laws of the state in which it was formed.

    


    (b)           Borrower
      has the power and authority to execute and deliver this Amendment and to perform
      its obligations hereunder, and has taken all necessary and appropriate limited
      liability action to authorize the execution, delivery and performance of this
      Amendment.

    


    (c)           The
      Forbearance Agreement, as amended by this Amendment, and each of the other
      Loan
      Documents are each hereby ratified, each remain in full force and effect, and
      each constitutes the valid and legally binding obligation of Borrower and/or
      Principals, as the case may be, enforceable in accordance with its
      terms.

    


    (d)           All
      of Borrower’s and Principals’ representations and warranties contained in the
      Forbearance Agreement, Loan Agreement and the other Loan Documents are true
      and
      correct on and as of the date of Borrower’s and Principals’ execution of this
      Amendment.

    


    (e)           After
      giving effect to this Amendment, no Event of Default and no event which, with
      notice, lapse of time or both would constitute an Event of Default, has occurred
      and is continuing under the Forbearance Agreement, the Loan Agreement or the
      other Loan Documents.

    


    15.           Remedies.  Upon
      the occurrence of an Additional Default, Lender shall be entitled immediately
      to
      terminate this Amendment and the Forbearance Agreement without notice to the
      Borrowing Parties, whereupon Lender shall be entitled to pursue all of its
      rights and remedies under the Loan Documents, at law or in equity.

    


    16.           Notices.  Any
      notice or other communication required or permitted to be given shall be given
      in accordance with Section 14 of the Forbearance Agreement.

    


    17.           CONSENT
      TO JURISDICTION.  BORROWER PARTIES
      HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
      THE COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT
      TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
      THIS AMENDMENT OR THE FORBEARANCE AGREEMENT OR THE LOAN DOCUMENTS SHALL BE
      LITIGATED IN SUCH COURTS.  BORROWER PARTIES EXPRESSLY SUBMIT AND CONSENT
      TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM
      NON
      CONVENIENS.  BORROWER PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND
      ALL PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER
      PARTIES BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED
      TO
      BORROWER PARTIES, AT THE ADDRESS SET FORTH IN THE FORBEARANCE AGREEMENT AND
      SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN
      POSTED.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    18.           WAIVER
      OF JURY TRIAL.  BORROWING PARTIES WAIVE,
      TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL
      BY
      JURY OF ANY CLAIM, COUNTERCLAIM, ACTION OR OTHER PROCEEDING ARISING UNDER OR
      RELATING TO THIS AMENDMENT, THE FORBEARANCE AGREEMENT, THE LOAN DOCUMENTS,
      OR
      THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

    


    19.           Applicable
      Law.  This Amendment shall be governed
      by and interpreted in accordance with the laws of the State of New York
      applicable to contracts made and performed in New York (without regard to
      principles of conflict of laws that would defer to the substantive laws of
      another jurisdiction).

    


    20.           Severability.  The
      invalidity, illegality or unenforceability or any provision of this Amendment
      shall not affect or impair the validity, legality or enforceability of the
      remainder of this Amendment, and to this end, the provisions of this Amendment
      are declared to be severable.

    


    21.           Amendment
      is a Loan Document; Entire
      Agreement.  This Amendment shall
      constitute a Loan Document.  This Amendment and the Loan Documents are
      complete, integrated documents, set forth all of the terms, conditions and
      agreements between the parties hereto and supersede any and all prior and
      contemporaneous terms, conditions, and agreements between the parties
      hereto.  There are no other agreements, promises, representations or
      warranties made or given in connection with any of the foregoing or concerning
      the subject matter hereof that are not contained herein or in the Loan
      Documents.

    


    22.           Counterparts.  This
      Amendment may be executed in any number of duplicate originals or counterparts,
      each of such duplicate originals or counterparts shall be deemed to be an
      original and taken together shall constitute but one and the same
      instrument.  The parties agree that their respective signatures may be
      delivered by fax.  Any party who chooses to deliver its signature by
      fax agrees to provide a counterpart of this Amendment with its inked signature
      promptly to each other party.

    


    23.           Survival.  Any
      and all representations, warranties, covenants, promises and understandings
      of
      any kind or nature whatsoever contained herein or in the Loan Documents shall
      survive the execution and delivery hereof until the Obligations are indefeasibly
      repaid in full to Lender.

    


    24.           Binding
      Effect.  This Agreement shall be binding
      upon and inure to the benefit of the parties hereto and their respective
      representatives, successors and assigns.

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    IN
      WITNESS WHEREOF, the parties hereto
      have executed this Amendment under seal as of the date and year first written
      above.

    


    
      	
              WITNESS:

               

               

               

               

               

               

               

               

              /s/
                Jason Williams

              Name:

            	
              BORROWER:

               

              SOUTH
                BEACH RESORTS, LLC,

              a
                Florida limited liability company

               

              By:           SBR
                Holding Company, LLC,

               a
                Florida limited liability
                company

               

              By:           American
                Leisure Holdings, Inc.

               a
                Nevada
                corporation

               

               

              By:
/s/
                Malcolm J.
                Wright

              Malcolm
                J. Wright

              Chief
                Executive
                Officer

            
	 	 
	 	 
	 	 
	
               

               

               

              /s/
                Jason Williams

              Name:

            	
              PRINCIPALS:

               

               

              /s/
                Fred Pauzar

              Fred
                Pauzar, individually

            
	
               

               

               

              /s/
                Jason Williams

              Name:

            	
               

               

               

              /s/
                Malcolm J. Wright

              Malcolm
                Wright, individually

            
	 	 
	 	 
	 	 
	
               

               

               

               

               

               

              /s/
                Craig Thaler

              Name:

            	
              LENDER:

               

              LASALLE
                BANK, NATIONAL ASSOCIATION, as Trustee of Marathon Real Estate CDO
                2006-1
                Grantor Trust

               

               

              By:
                /s/ Bruce Richards

              Name:
                Brice Richards

              Title:
                President and Chief
                Executive Officer