AMENDMENT
      TO MASTER LOAN AND SECURITY AGREEMENT

     

    THIS
      AMENDMENT TO MASTER LOAN AND SECURITY AGREEMENT
      (“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 July 1, 2002
      (“Loan
      Agreement”).

     

      The
      Loan
      Agreement was executed as part of the loan documents evidencing the Bank’s Eight
      Million ($8,000,000.00) Dollar loan to Borrower, and as further evidenced by
      the
      SunTrust Promissory Note, dated July 1, 2002 in the original principal amount
      of
      Eight Million ($8,000,000.00) Dollars, (“Note”)
      executed by Borrower.

     

      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
      1.1 is hereby modified to delete the following sub-paragraphs: (f), (i), (k),
      (n), (o), (p), (q), (u), (x), (z), (bb), (cc), (dd), (ee), (ff), (gg), (hh).
      Sub-Paragraph 1.1 (j) is hereby restated in its entirety to provide as follows:
      

     

    Loan
      Documents
      shall
      mean this Agreement, the Note, Assignment of Loan Documents, as well as any
      other documents, instruments or agreements executed in connection with the
      transactions contemplated herein.

     

    3.  Annual
      Reports.
      Section
      2.1, Sub-Paragraph (12) 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. 

     

    4.  Loan
      Security.
      Section
      2.1 Sub-Paragraph 13 of the Loan Agreement is hereby deleted in its
      entirety.

     

    5.  Security
      and Cross-Default.
      Section
      2.2 is hereby deleted and restated to provide as follows:

     

    2.2.1
      Security:
      As
      security for the payment of the Note described in paragraph 2.1 and all
      substitutions, renewals or extensions thereof, the Borrower assigns, pledges
      and
      grants to Bank a security interest in the following:

    


    a.) All
      collateral security documents assigned to Bank referenced in the attached
      Assignment of Loan Documents except the mortgage and collateral loan documents
      released pursuant to that certain Release and Satisfaction of Mortgage and
      Collateral executed by Bank contemporaneously herewith;

    


    b.) The
      Rate
      Swap Agreement executed by Borrower;

    


    c.) The
      Permanent Mortgage Loan Commitment issued to Borrower by Bank for this
      transaction. The Loan Commitment shall survive the closing and all terms and
      conditions of said Loan Commitment as amended and modified shall remain fully
      binding obligations of all parties after closing.

    


    All
      of
      the foregoing shall be collectively referred to as "Collateral".

    


    2.2.2
      Borrower's
      Agreement Regarding Cross Default.
      This
      Agreement and 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. A default under any other commitment or loan
      documents (i.e., Notes, Mortgages, UCC-1's Assignments of Rent, Loan Agreements,
      etc.) by Borrower regarding a loan transaction between Borrower and Bank shall
      be deemed a default in the Note and this Agreement. A default in the terms
      and
      conditions that certain Modified and Additional Advance Promissory Note dated
      of
      even date herewith, in the principal amount of Twenty Million ($20,000,000.00)
      Dollars, Master Loan and Security Agreement, dated March 31, 2002, as modified
      by the Amendment to Master Loan and Security Agreement, dated August 15, 2003
      and that certain Second Amendment to Master Loan and Security Agreement, dated
      of even date herewith, shall be deemed a default in the terms of this Agreement
      and the Note.

    


    A
      default
      in any one is a default in all and Bank shall have any and all remedies as
      provided in any and all of the foregoing referenced documents and/or
      agreements.

    


    6.  Authorization
      of Borrower.
      Section
      3.2, Sub-Paragraph (c) is hereby deleted in its entirety.

     

    7.  Priority
      of Security Interest.
      Section
      3.8 of the Loan Agreement is hereby deleted in its entirety.

     

    8.  Affirmative
      Covenants.
      Sections 5.1, 5.2, 5.3 and Section 5.4, of the Loan Agreement are hereby
      deleted.

     

    9.  Default.
      Sub-Paragraph 7.1 (f) is restated in its entirety to provide:

     

    (f)
      Default be made in the Loan Documents.

     

    Section
      7.2 of the Loan Agreement is hereby deleted.

     

    10.  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.

     

    11.  Cross
      Termination.
      This
      Agreement and the Note are made and issued in conjunction with a Twenty Million
      ($20,000,000.00) Dollar loan facility (“$20,000,000.00
      Loan Facility”)
      as
      evidenced by a Modified and Additional Advance Promissory Note, in the original
      principal amount of Twenty Million ($20,000,000.00) Dollars, dated March 29,
      2007, executed by Borrower in favor of Bank (“$20,000,000.00
      Note”).
      In
      the event of the payment and satisfaction of the $20,000,000.00 Note by
      Borrower, which payment and satisfaction shall be deemed to be a termination
      of
      the $20,000,000.00 Loan Facility, then the entire amount due to Bank from
      Borrower pursuant to the Note, shall immediately be due and
      payable.

     

    


     

    12.  Reaffirmation.
      Borrower agrees, stipulates and confirms that the loan documents, including
      this
      Amendment and the 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
      Note or to perform the obligations set forth in the Loan Agreement, as herein
      modified.

     

    13.  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 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: Devon
                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_______