Exhibit 10.2


    SECOND
      AMENDMENT TO MASTER LOAN AND SECURITY AGREEMENT

     

    THIS
      SECOND AMENDMENT TO MASTER LOAN AND SECURITY AGREEMENT
      (“Second
      Amendment”)
      made
      this 29th day of March, 2007 by and among SUNTRUST
      BANK, with
      its
      principle banking office located at 200 S. Orange Avenue, Orlando, Florida
      32801
      (“Bank”),
      and
CONSOLIDATED-TOMOKA
      LAND CO.,
      a
      Florida corporation (“Borrower”).

     

    RECITALS

     

      Borrower
      and Bank entered into a Master Loan and Security Agreement, dated May 31, 2002
      (“Original
      Loan Agreement”)
      which
      was subsequently amended by that Amendment to Master Loan and Security
      Agreement, dated August 15, 2003, (“First
      Amendment to Loan Agreement”)
      (the
      Original Loan Agreement and First Amendment Loan Agreement collectively referred
      to as “Loan
      Agreement”).

     

      The
      Original Loan Agreement was executed as part of the loan documents evidencing
      the Bank’s Seven Million ($7,000,000.00) Dollar loan to Borrower, and as further
      evidenced by the SunTrust Promissory Note, dated May 31, 2002 in the original
      principal amount of Seven Million ($7,000,000.00) Dollars, (“Original
      Note”)
      executed by Borrower, and subsequently amended by that certain Allonge to
      Promissory Note Dated May 31, 2002, (“Allonge”)
      executed by Borrower on August 15, 2003, increasing the outstanding principal
      balance due under the Original Note from Seven Million ($7,000,000.00) Dollars
      to Ten Million ($10,000,000.00) Dollars. (The Original Note and Allonge
      collectively referred to as “Ten
      Million Dollar Promissory Note”).

     

      Contemporaneous
      with the execution of this Second Amendment, Borrower has executed a Modified
      Additional Advance Promissory Note (“Modified
      Note”)
      modifying the Ten Million ($10,000,000.00) Dollar Promissory Note by increasing
      the outstanding principal balance to Twenty Million ($20,000,000.00)
      Dollars.

     

      The
      parties desire to amend certain terms and provisions of the Loan Agreement
      as
      more particularly set forth below.

     

      Unless
      and except as expressly modified herein, the capitalized terms and defined
      terms
      utilized and set forth herein shall have the means and definitions ascribed
      to
      them in the Loan Agreement.

     

    NOW,
      THEREFORE,
      for the
      sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged by the parties hereto
      agree as follows:

     

    1.  Recitals.
      The
      above recitals are true and correct and are expressly incorporated
      herein.

     

    2.  Definitions.
      Section
      1, Sub-Paragraphs (d), (f), (i), (k), (n), (o), (p), (q), (r), (s), (t), (u),
      (v), (x), (z), (aa), (bb), (cc), (dd), (ee), (ff), (gg) are hereby
      deleted.

     

    3.  Promissory
      Note.
      Section
      1.1 Sub-Paragraph L, of the Loan Agreement is hereby deleted and restated to
      provide as follows:

     

    “Note”
      shall mean the Modified Note, executed simultaneously with this Second Amendment
      to Loan Agreement, dated March 29, 2007, in the original principal amount of
      Twenty Million ($20,000,000.00) Dollars.

     

    4.  The
      Facilities.
      Subparagraphs (1), (2), (3), (4), and (5), of Section 2.1 and the first
      unnumbered paragraph of Section 2.1 all of the Loan Agreement are hereby deleted
      and restated in their entirety as follows:

     

    2.1
      Loan/Notes.
      Subject
      to the terms and conditions of this Agreement, as subsequently modified, the
      Bank agrees to loan to Borrower the maximum sum of Twenty Million
      ($20,000,000.00) Dollars, as an unsecured, revolving credit line under the
      following terms:

     

    1)
      Borrower.
      The
      advance shall be made to Borrower, who shall be responsible for the repayment
      of
      the advance and all interest and other charges.

     

    2)
      Amount
      of Loan.
      The
      original, maximum loan amount shall mean Twenty Million ($20,000,000.00)
      Dollars.

     

    Advances
      under the Note shall be subject to the following additional requirements: a)
      Borrower shall not be in default with any obligations due to the Bank; and
      b)
      the Operating Account must be maintained by Borrower with Bank.

     

    3)
      Purpose.
      Advances under the Line of Credit will be used for the general corporate
      purposes of Borrower.

     

    4)
      Term
      of Line.
      The
      line shall be represented by a promissory note or notes, payable in accordance
      with the Note. The Bank’s advance obligation to advance under this Line of
      Credit may be terminated at any time if: (i) in the sole opinion of the Bank,
      the Borrower is no longer creditworthy, (ii) it is learned that the Borrower
      made material misrepresentation to obtain the credit, (iii) the Borrower refuses
      to cooperate with Bank by the submission of requested information in order
      to
      evaluate or update the Borrower’s overall financial condition, (iv) the Borrower
      no longer maintains a satisfactory relationship with the Bank. After the
      expiration of the initial two (2) year term of the Note, the Note and Agreement
      may be reviewed annually by the Bank for extension for additional one (1) year
      terms. The Bank shall determine whether or not to extend the Maturity Date
      of
      the Note in its sole and absolute discretion. Among other factors the Bank
      may
      consider for each one (1) year extension of the Note and Agreement the Bank
      may
      consider the Borrower’s overall banking relationship with the Bank, the
      financial condition of the Borrower, and the Borrower’s willingness to cooperate
      in submitting requested reports, information and data with which the Bank may
      evaluate the Borrower’s overall creditworthiness.

     

    5)
      Interest
      Rate.
      Interest shall be charged on the basis of a three hundred sixty (360) day year
      counting the actual number of days elapsed and shall accrue on the principal
      amount of the Loan outstanding from time to time at a floating rate per annum
      equal to one hundred forty (140) basis points in excess of the Monthly Libor
      Index in effect from time to time (the “Applicable Interest Rate”). The
      Applicable Interest Rate shall be computed monthly on the first (1st)
      day of
      each month. “Libor
      Rate”
      shall
      mean an interest rate per annum equal to the thirty (30) day (one month) London
      Interbank Offered Rate set for the period as published on each Business Day
      in
      the Money Rate section of The Wall Street Journal (or The New York Times in
      the
      event The Wall Street Journal no longer exists or ceases to publish LIBOR rates)
      without adjustment by Lender.

     

    5.  Line
      Pay Down.
      Section
      2.1, Sub-Paragraph (8) is hereby deleted.

     

    6.  Annual
      Reports.
      Section
      2.1, Sub-Paragraph (13) is hereby restated as follows:

     

    The
      Borrower shall furnish to Bank, within ninety (90) days after the end of each
      fiscal year, a profit loss statement, reconciliation of surplus statement of
      the
      Borrower for each fiscal year, and a balance sheet at the end of such year,
      audited by independent, certified public accountants of recognized standing,
      selected by Borrower and satisfactory to Bank. Tax returns shall be furnished
      within thirty (30) days from the date of filing with the United States Treasury
      Department. Borrower shall provide annual reports as required herein beginning
      with the calendar year 2007. All reports shall be prepared in accordance with
      generally accepted accounting standards and certified by the Chief Financial
      Officer of the Borrower as being true and accurate. 

     

    7.  Authorization
      of Borrower.
      Section
      3.2, Sub-Paragraph (c) is hereby deleted.

     

    8.  Priority
      of Security Interests.
      Section
      3.8 is hereby deleted.

     

    9.  Affirmative
      Covenants.
      Sections 5.1, 5.2, 5.3, and 5.4 are hereby deleted in their
      entirety.

     

    10.  Financial
      Covenants.
      Section
      6.2 is hereby deleted.

     

    11.  Additional
      Remedies.
      Section
      7.2 is hereby deleted.

     

    12.  Negative
      Covenants.
      Section
      8.1 through 8.6, inclusive of the Loan Agreement are deleted and Section 8.1
      is
      restated as follows:

     

    8.1
      Indebtedness.
      Without
      the prior written consent of the Bank, granted or withheld in its sole
      discretion, Borrower shall not, in any single fiscal year, incur, create,
      assume, or add any additional indebtedness or liability in an amount which
      exceeds One Million ($1,000,000.00) Dollars in the aggregate (“Annual
      New Indebtedness Limitation”).
      For
      the purposes of calculating the Annual New Indebtedness Limitation, the
      aggregate debt amount, shall not include, for the sole purposes of this Section,
      indebtedness which is non-recourse to the Borrower, or indebtedness assumed
      by
      Borrower in the acquisition of real property to be held by Borrower for
      investment purposes.

     

    13.  Cross
      Default.
      This
      Agreement and the Note are made and issued in conjunction with other credit
      commitments and loans to the Borrower from Bank. A default under this Agreement
      and/or the Note shall constitute a default under all commitments and loans
      issued to Borrower by Bank, including, but not limited to, the SunTrust
      Promissory Note dated July 1, 2002 in the original principal amount of Eight
      Million ($8,000,000.00) Dollars executed by Borrower (“$8,000,000.00
      Note”).
      A
      default by Borrower under any other commitment or loan document (i.e. notes,
      mortgages, UCC-1’s, assignment of rents, loan agreements, etc.), including, but
      not limited to the $8,000,000.00 Note made by Borrower in favor of Bank, shall
      be deemed and shall constitute a default in this Agreement and the
      Note.

     

    14.  Cross
      Termination.
      This
      Agreement and the Note are made and issued in conjunction with an Eight Million
      ($8,000,000.00) Dollar loan facility (“$8,000,000.00
      Loan Facility”)
      as
      evidenced by the $8,000,000.00 Note. In the event of the payment and
      satisfaction of the $8,000,000.00 Note by Borrower, which payment and
      satisfaction shall be deemed to be a termination of the $8,000,000.00 Loan
      Facility, then the entire amount due to Bank from Borrower pursuant to the
      Note,
      shall immediately be due and payable.

     

    15.  Reaffirmation.
      Borrower agrees, stipulates and confirms that the loan documents, including
      this
      Second Amendment and the Modified Note are valid, binding and enforceful in
      accordance with their respective terms, and nothing herein contained shall
      invalidate, mitigate or offset the Borrower’s obligation to pay the indebtedness
      evidenced by the Modified Note or to perform the obligations set forth in the
      Loan Agreement, as herein modified.

     

    16.  Miscellaneous.
      Except
      as expressly provided for herein, all other terms and provisions of the Loan
      Agreement remain in full force and effect.

     

    


     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Second Amendment to be executed on the date
      shown below the signature of each.

    


    


    


    
      	
              WITNESSES:

               

              /s/
                Devon Dorato       

              Witness
                Signature

              Printed
                Name: 
                Devon Dorato     

               

               

              /s/
                Matthew Vaughn      

              Witness
                Signature

              Printed
                Name: 
                Matthew Vaughn    

            	
              BANK:

              SUNTRUST
                BANK

               

              By: /s/
                Stephen L. Leister    

              Name:
                Stephen L. Leister

              Title:
                First Vice President

               

               

              Signature
                Date: March
                29, 2007_______

            
	 	 
	
              WITNESSES:

               

              /s/
                Devon Dorato      

              Witness
                Signature

              Printed
                Name: 
                David Dorato    

               

              /s/
                Matthew Vaughn      

              Witness
                Signature

              Printed
                Name: Matthew
                Vaughn     

            	
              BORROWER:

               

              CONSOLIDATED-TOMOKA
                LAND CO.,
                a
                Florida corporation 

               

              By: /s/
                Bruce W. Teeters      

              Name:
                Bruce W. Teeters

              Title:
                Sr. Vice President and Chief Financial Officer

               

              Signature
                Date: March
                29,  2007___