EXHIBIT
      10.139

    


    This
      instrument was prepared by and return to: 

    Shannon
      B. Gray, Esq. 

    Carlton
      Fields, P.A.

    4221
      West Boy Scout Blvd.

    Suite
      1000

    Tampa,
      Florida 33607-5780

    


    


     

    FLORIDA
      DOCUMENTARY STAMP TAXES ARE BEING PAID BASED UPON THE LIMITED RECOVERY AMOUNT
      SET FORTH HEREIN.

     

    MORTGAGE
      AND SECURITY AGREEMENT

    


    


    This
      instrument (hereinafter referred to as this “Mortgage”)
      is
      made this ___ day of March, 2007, by and between WEST
      VILLAS, INC.,
      a
      Florida corporation, ORLANDO
      TENNIS VILLAGE, INC.,
      a
      Florida corporation and MAINGATE
      TOWERS, INC.,
      a
      Florida corporation (hereinafter collectively referred to as “Mortgagor”)
      with
      an address of 2462 Sand Lake Road, Orlando, Florida 32809, in favor of
STANFORD
      INTERNATIONAL BANK, LTD.,
      a
      corporation organized under the laws of Antigua and Barbuda or its successors
      or
      assigns (hereinafter referred to as “Lender”)
      with
      an address of 6075 Poplar Avenue, Memphis, Tennessee 38119.

     

    WITNESSETH:

     

    WHEREAS,
      Mortgagor’s affiliate, American Leisure Holdings, Inc., a Nevada corporation
      (“Borrower”)
      has
      executed to the order of Lender a Promissory Note of even date herewith in
      the
      principal amount of $10,000,000.00 (the “Note”),
      which
      Note was executed pursuant to a Credit Agreement of even date herewith between
      Borrower and Lender (“Credit
      Agreement”).

     

    NOW,
      THEREFORE, to secure the payment of all sums due under, and the performance
      and
      observance by Mortgagor and Borrower, as applicable, of all terms, covenants
      and
      conditions contained in, the Note and the Credit Agreement, this Mortgage,
      and
      all additional Notes and other documents secured by this Mortgage pursuant
      to
      the terms of Section 1.18 hereof (all such documents are collectively referred
      to as “Loan
      Documents”),
      and
      in order to charge the properties, interests and rights hereinafter described
      with such payment, performance and observance, and in consideration of the
      credit extended to Mortgagor, the receipt and sufficiency of which are hereby
      acknowledged, Mortgagor has granted, bargained, sold and conveyed and does
      by
      these presents grant, bargain, sell, convey, assign, mortgage, deliver, set
      over, warrant and confirm unto the said Lender and its successors and assigns,
      the Land, Improvements, Fixtures and Personal Property, and Other Rights and
      Property (all of which are hereinafter sometimes referred to collectively as
      the
“Premises”),
      more
      particularly described as follows and located and situate in Polk County,
      Florida:

     


    
      
        
        

      

      
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    (i) the
      real
      property described in said Exhibit A
      (the
“Land”);
      and

     

    (ii) all
      buildings, structures and other improvements of every nature whatsoever now
      or
      hereafter situated on the Land (the “Improvements”);
      and

     

    (iii) all
      fixtures, equipment, general intangibles, goods, inventory and personal property
      of every kind and nature whatsoever (whether tangible or intangible), now or
      hereafter owned by Mortgagor and located in, on, about or attached to the Land
      or Improvements or used or intended to be used with or in connection with the
      construction, use, operation, maintenance or enjoyment of the Land or
      Improvements or derived or arising from or relating or appertaining to the
      Land
      or Improvements or the use, operation, maintenance or enjoyment thereof, and
      all
      extensions, additions, improvements, betterments, renewals, replacements or
      proceeds (including, but not limited to, insurance and condemnation proceeds)
      of
      the foregoing, including, but not limited to, all gas and electric fixtures
      and
      apparatus, plumbing fixtures and apparatus, heating, ventilating and air
      conditioning fixtures and apparatus, carpeting and other floor coverings,
      furniture, furnishings, machinery, building materials and supplies, sprinklers,
      fire extinguishers and other safety and security equipment and apparatus,
      elevators, engines, motors, ranges and other cooking apparatus, washers, dryers,
      water heaters, refrigerators, appliances, window screens, awnings, storm sashes,
      mirrors, mantels, furniture, furnishings, vehicles, pool equipment, books,
      records, accounts, trade names, trademarks, goodwill, all building and other
      permits, surveys, architectural and engineering plans and specifications,
      certifications, studies and work product prepared and hereafter prepared
      relating to the design or construction of the Improvements or proposed
      improvements, governmental approvals, certificates of occupancy and completion,
      licenses, authorizations, insurance policies and the proceeds thereof,
      agreements with any utility companies, all deposits associated with the
      foregoing, any consents and approvals which Mortgagor may now or hereafter
      own
      with respect to or in connection with the Premises; all warranties and
      guaranties covering any appliances, equipment and fixtures now or hereafter
      located on or placed upon the Premises, including, without limitation, air
      conditioning, heating and other appliances and equipment; all existing and
      future contracts, leases, rental agreements, franchise agreements, management
      contracts, construction contracts, and other contracts, licenses, and permits
      now or hereafter affecting the Premises or any part thereof; all existing and
      future contracts in connection with the use, management, sale, leasing and
      maintenance of the Premises or any portion thereof; all accounts, accounts
      receivable, other receivables, contract rights, chattel paper, instruments
      and
      documents; any other obligations or indebtedness owed to Mortgagor in connection
      with the Premises from whatever source arising; all rights of Mortgagor to
      receive any performance or any payments in money or kind; all guaranties of
      the
      foregoing and security thereof; all right, title and interest of Mortgagor
      in
      and with respect to goods, services or property that give rise to or that secure
      any of the foregoing; and all right, title and interest of Mortgagor in any
      such
      property subject to or covered by a security agreement, conditional sales
      contract, chattel mortgage or similar lien or claim together with the benefit
      of
      any deposits or payments now or hereafter made by Mortgagor or on its behalf,
      all of which shall be deemed to be a portion of the security for the
      indebtedness herein mentioned and to be covered by this Mortgage (the
“Fixtures
      and Personal Property”);
      and

     

    (iv) any
      and
      all other, further or additional title, estates, interests or rights which
      may
      at any time be acquired by Mortgagor in or to the Land, Improvements, and
      Fixtures and Personal Property; all leases, rental agreements and other
      occupancy agreements pertaining to the Land or the Improvements or any part
      thereof; all easements, rights-of-way, gores of land, vaults, streets, ways
      alleys, passages, sewer rights, waters, water courses, water rights and powers;
      all estates, rights, titles, interests, privileges, liberties, tenements,
      hereditament and appurtenances whatsoever, in any way belonging, relating to
      or
      appertaining to the Premises, or any part thereof, or which hereafter shall
      in
      any way belong, relate or be appurtenant thereto, whether now owned or hereafter
      acquired by Mortgagor; and the reversion and reversions, remainder and
      remainders, and rents, issues, profits, revenues thereof (including but not
      limited to, all condemnation payments, insurance proceeds, payments under leases
      and tenancies, sale proceeds, purchase deposits, tenant security deposits and
      escrow funds), and all the estate, right, title, interest, property, possession,
      claim and demand whatsoever at law, as well as in equity, of Mortgagor of,
      in
      and to the same (the “Other
      Rights and Property”).

     


    
      
        
        

      

      
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    TO
      HAVE
      AND TO HOLD the Premises and all estate therein, together with all the rights,
      privileges, and appurtenances thereunto belonging, and all proceeds, products,
      replacements, additions, betterments, extensions, improvements, substitutions,
      renewals and accessions to any of the foregoing, unto the said Lender and its
      successors and assigns forever.

     

    PROVIDED,
      HOWEVER, that (a) if Mortgagor, Borrower, or any other party shall have promptly
      paid or caused to be paid to Lender the Obligations (as that term is defined
      in
      the Credit Agreement), all without any deduction or credit for taxes or other
      similar charges paid by Mortgagor, (b) if Mortgagor and Borrower shall have
      fully kept, performed and observed all the covenants and promises in the Note,
      in this Mortgage, in all other Loan Documents, and in all instruments relating
      to or securing any note or notes executed pursuant to Section 1.18 hereof and
      secured by the lien of this Mortgage to be kept, performed or observed by
      Mortgagor, then Lender shall execute a satisfaction of this Mortgage and
      thereupon this Mortgage shall cease and terminate.

     

    Notwithstanding
      anything herein to the contrary, the maximum principal amount that may be
      recovered hereby at any time shall not exceed $2,500,000.00.

    


    Mortgagor
      does hereby expressly covenant, agree and stipulate with Lender as
      follows:

     

    ARTICLE
      I

    


    Section
      1.1. Payment
      of Note and Other Sums.
      Borrower shall pay the principal sum evidenced by said Note and Loan Documents
      and all interest thereon promptly as each payment becomes due, and all other
      sums required to be paid pursuant to the provisions of the Note and the Loan
      Documents, at the times and in accordance with the provisions of said Note
      and
      the other Loan Documents.

     

    Section
      1.2. Warranty
      of Title.
      Mortgagor hereby represents, warrants and covenants to and with Lender that
      Mortgagor is lawfully seized and possessed of an indefeasible and marketable
      estate in fee simple in the Premises; that Mortgagor has good right, full power
      and lawful authority in law and in equity to convey, mortgage and encumber
      the
      same in fee simple pursuant to this Mortgage; that the Premises are free and
      clear of all liens, encumbrances and claims of any kind whatsoever except for
      those listed on Exhibit B attached hereto and incorporated herein (“Permitted
      Exceptions”);
      that
      Mortgagor will make at Mortgagor’s expense and
      at no
      expense to Lender such other and further assurances to perfect the fee simple
      estate in and to the Land and title to the Premises, in Lender as may hereafter
      be required; and that Mortgagor hereby fully warrants unto Lender the title
      to
      said Premises subject only to the matters appearing in the title policy
      delivered by Mortgagor to Lender in connection with this Mortgage and will
      defend the same against the lawful claims and demands of all persons
      whomsoever.

     


    
      
        
        

      

      
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    Section
      1.3. Monthly
      Deposits.
      Upon
      the demand of Lender which may be made at any time after the occurrence of
      an
      Event of Default (as hereinafter defined), Mortgagor will deposit with Lender,
      on the due date of each monthly payment under the Note, such amounts as in
      the
      estimation of Lender shall be necessary or proper to pay all taxes, assessments,
      insurance premiums and other similar charges relating to the Premises as they
      become due. All of said deposits are to be held by Lender, free of any liens
      or
      claims on the part of creditors of Mortgagor and as part of the security of
      Lender, and shall be used by Lender to pay current taxes, assessments, insurance
      premiums, and other sums payable in connection with the Premises and other
      similar charges on the Premises as the same accrue and are payable. Payment
      of
      such items from said sums may be made by Lender even though such payments will
      benefit subsequent owners of the Premises or the Land. Said deposits shall
      not
      be, nor be deemed to be, trust funds but may be commingled with the general
      funds of Lender. If said deposits are insufficient to pay such taxes,
      assessments, insurance premiums and similar charges in connection with the
      Premises in full as the same become payable, Mortgagor will deposit with Lender
      such additional sum or sums as may be required in order for Lender to pay such
      taxes, assessments, insurance premiums and other charges payable in connection
      with the Premises in full. Upon any default or event of default under the
      provisions of this Mortgage, the Note, the Credit Agreement, or any of the
      other
      Loan Documents, Lender may, at its option, apply any money in the fund resulting
      from said deposits to the payment of the indebtedness secured hereby in such
      manner as it may elect.

     

    Section
      1.4. Payment
      of Taxes, Liens and Utility Charges.

     

    (a) Mortgagor
      shall pay or cause to be paid on or before delinquency thereof all taxes,
      assessments, dues, fines, fees, impositions and public charges of every
      character whatsoever, whether general or special, now or hereafter levied,
      assessed, confirmed or imposed on or in respect of, or which may be a lien
      upon,
      the Premises or the Land or any part thereof, or any right, interest or estate
      therein, and shall promptly submit to Lender such evidence of the due and
      punctual payment thereof as Lender may require.

     

    (b) Mortgagor
      will keep said Premises free from all lien claims of every kind, whether
      paramount or subordinate to this Mortgage (other than the Permitted Exceptions),
      and Mortgagor will have any such liens discharged within thirty (30) days of
      filing of any such lien.

     

    (c) Mortgagor
      further agrees to pay all earnings, income, profits and excess profits taxes
      and
      other governmental charges levied, assessed or imposed by the United States
      of
      America or by any state, county, municipality or other taxing authority upon
      Mortgagor or in respect of the Premises.

     


    
      
        
        

      

      
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    (d) Mortgagor
      will promptly pay or cause to be paid all charges made by utility companies,
      whether public or private, for services furnished or used in connection with
      said Premises.

     

    (e) In
      the
      event of the passage of any state, federal, municipal or other governmental
      law,
      order, rule or regulation, in any manner changing or modifying the laws now
      in
      force governing the taxation of debts secured by mortgages or the manner of
      collecting taxes so as to affect adversely Lender, Mortgagor will promptly
      pay
      any such tax on or before the due date thereof.; and if Mortgagor fails to
      make
      such prompt payment or if any such state, federal, municipal or other
      governmental law, order, rule or regulation prohibits Mortgagor from making
      such
      payment or would penalize Lender if Mortgagor makes such payment, then the
      entire balance of the principal sum secured by this Mortgage and all interest
      accrued thereon shall, without notice, immediately become due and payable at
      the
      option of Lender. Nothing contained herein, however, shall require Mortgagor
      to
      pay taxes on the overall income of Lender.

     

    Section
      1.5. Insurance.

     

    (a) Mortgagor
      shall procure or cause to be procured, and deliver to and continuously maintain
      for the benefit of Mortgagor and Lender, as their respective interests may
      appear, original paid up insurance policies from such insurance companies,
      in
      such amounts, in form and substance, with such expiration dates and containing
      a
      non-contributory standard mortgagee clauses, and a mortgagee loss payable
      endorsement in favor of Lender, all as may be required and satisfactory to
      Lender, and providing the following types of insurance covering the Premises,
      Mortgagor, and the interests and liabilities incident to the ownership,
      possession and operation thereof:

     

    (i) insurance
      against loss or damage by fire, lightning, extended coverage, windstorm, hail,
      explosion riot, riot attending a strike, civil commotion, aircraft, vehicles,
      smoke, vandalism and malicious mischief, and against such mischief and against
      such other hazards as, under good insurance practices, from time to time are
      insured against for properties of similar character and location, the amount
      of
      which insurance shall be not less than the greater of (A) the balance of the
      indebtedness secured hereby or (B) 100% of the full replacement cost of the
      Premises, without deduction for depreciation, and which policies of insurance
      shall contain satisfactory replacement cost and agreed amount/stipulated value
      endorsements; and

     

    (ii) accident
      and broad form comprehensive liability insurance for Mortgagor in such amount
      as
      may be required by Lender;

     

    (iii) if
      at any
      time the Land or any portion thereof is located in a “Flood
      Hazard Area”
      pursuant to the Flood Disaster Act Protection Act of 1973 or any successor
      or
      supplemental act thereto, flood insurance in such amount as may be required
      by
      Lender; and

     

    (iv) such
      other insurance (including, but not limited to, rental value and business
      interruption insurance, war risk insurance, builder’s risk insurance, and
      worker’s compensation insurance) on Mortgagor, the Premises or any part thereof,
      or for the benefit of Mortgagor,
      as may from time to time be reasonably required by Lender against such other
      insurance casualties or risk.

     


    
      
        
        

      

      
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    (b) In
      the
      event of the occurrence of an insured or uninsured casualty loss, Lender shall
      have the option to declare the Note and all other sums secured hereby to be
      immediately due and payable.

     

    (c) Lender
      is
      hereby authorized and empowered, at its option, to adjust or compromise any
      loss
      under any insurance policies maintained pursuant to this Section, and to collect
      and receive the proceeds from any such policy or policies. Each insurance
      company is hereby authorized and directed to make payment for all such losses
      directly to Lender, instead of to Mortgagor and Lender jointly. In the event
      any
      insurance company fails to disburse directly and solely to Lender but disburses
      instead either solely to Mortgagor or to Mortgagor and Lender jointly, Mortgagor
      agrees immediately to endorse and transfer such proceeds to Lender. Upon the
      failure of Mortgagor to endorse and transfer such proceeds as aforesaid, Lender
      may execute such endorsements or transfers for and in the name of Mortgagor
      and
      Mortgagor hereby irrevocably appoints Lender as Mortgagor’s agent and
      attorney-in-fact so to do. Subject to the provisions of Section 1.7(g), after
      deducting from said insurance proceeds all of its reasonable expenses incurred
      in the collection and administration of such sums, including attorneys’ fees,
      Lender may apply the net proceeds or any part thereof, at its option, (i) to
      the
      payment of the indebtedness secured hereby, whether or not due and in whatever
      order Lender elects, (ii) to the repair and/or restoration of the Premises,
      and/or (iii) for any other purposes or objects for which Lender is entitled
      to
      advance funds under this Mortgage or any of the other Loan Documents, all
      without affecting the lien and security interest created by this Mortgage,
      and
      any balance of such moneys then remaining shall be paid to Mortgagor or the
      person or entity lawfully entitled thereto. Lender shall not be held responsible
      for any failure to collect any insurance proceeds due under the terms of any
      policy regardless of the cause of such failure.

     

    (d) At
      least
      thirty (30) days prior to the expiration date of each policy maintained pursuant
      to this Section, a renewal or replacement thereof satisfactory to Lender shall
      be delivered to Lender. Mortgagor shall deliver to Lender receipts evidencing
      the payment for all such insurance policies and renewals or replacements.
      Mortgagor hereby assigns to Lender all unearned premiums under any insurance
      policies related in any way to the Premises as further security hereunder.
      In
      the event of the foreclosure of this Mortgage or any other transfer of title
      to
      the Premises in extinguishment or partial extinguishment of the indebtedness
      secured hereby, all right, title and interest of Mortgagor in and to all
      insurance policies then in force shall pass to the purchaser or to Lender,
      its
      nominee or other transferee of the Premises, as the case may be, and Lender
      is
      hereby irrevocably appointed by Mortgagor as attorney-in-fact for Mortgagor
      to
      assign any such policy to said purchaser or to Lender, its nominee or other
      transferee, as the case may be, without accounting to Mortgagor for any unearned
      premiums thereon.

     

    (e) All
      insurance policies must contain a mortgagee’s clause acceptable to Lender, with
      a stipulation that coverage will not be terminated, canceled, diminished or
      altered without a minimum of thirty (30) days’ prior written notice to Lender,
      and without any disclaimer of the insurer’s liability for failure to give such
      notice. All deductible provisions must be fully acceptable to Lender. Mortgagor
      may obtain insurance form any insurance company that Mortgagor may choose that
      is reasonably acceptable to Lender.

     


    
      
        
        

      

      
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    (f) If
      Mortgagor fails to provide any required insurance or fails to continue such
      insurance in force, Lender may do so at Mortgagor’s expense as provided in
      Section 2.7. MORTGAGOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH
      INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST PHYSICAL DAMAGE
      TO THE PREMISES, UP TO THE BALANCE OF THE NOTE; HOWEVER, MORTGAGOR’S EQUITY IN
      THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE
      ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE
      REQUIREMENTS OF ANY FINANCIAL RESPONSIBILITY LAWS.

     

    (g) For
      purposes of insurance coverage on the Premises, Mortgagor authorizes Lender
      to
      provide to any person (including any insurance agent or mortgage company) all
      information Lender deems appropriate, whether regarding the Premises or the
      loan
      evidenced by the Note.

     

    Section
      1.6. Condemnation.
      If all
      or any material part of the Premises shall be damaged or taken through
      condemnation (which term when used in this Mortgage shall include any damage
      or
      taking by any governmental authority and any transfer by private sale in lieu
      thereof), either temporarily or permanently, the entire indebtedness secured
      hereby shall, at the option of Lender, become immediately due and payable.
      Mortgagor immediately upon obtaining knowledge of any proposed taking of the
      Premises or any part thereof, will notify Lender. Lender shall be entitled
      to
      all compensation, awards, damages, claims, rights of action, proceeds, and
      other
      payments, and the right thereto, and is hereby authorized, at its option, to
      commence, appear in and prosecute, in its own or Mortgagor’s name, any action or
      proceeding relating to any condemnation and to settle or compromise any claim
      in
      connection with a condemnation. All such compensation, awards, damages, claims,
      rights of action, proceeds and other payments, and the rights thereto are hereby
      assigned by Mortgagor to Lender and Lender is authorized, at its option, to
      collect and receive the same and to give proper receipts and acquittances
      therefor without any obligation to question the amount thereof. After deducting
      from said condemnation proceeds all of its expenses incurred in the collection
      and administration of such sums, including attorney’s fees, Lender may apply the
      net proceeds or any part thereof, at its option, (a) to the payment of the
      indebtedness secured hereby, whether or not due and in whatever order Lender
      elects, (b) to the repair and/or restoration of the Premises and/or (c) for
      any
      other purposes or objects for which Lender is entitled to advance funds under
      this Mortgage or any of the other Loan Documents, all without affecting the
      security interest created by this Mortgage, and any balance of such moneys
      then
      remaining shall be paid to Mortgagor or any other person or entity lawfully
      entitled thereto. Mortgagor agrees to execute such further assignments of any
      compensation, awards, damages, claims, rights of action, proceeds, and other
      payments, as Lender may require.

     

    Section
      1.7. Care
      of Premises.

     

    (a) Mortgagor
      will keep the Premises in good condition and repair, will not commit or suffer
      any waste and will not do or suffer to be done anything which will increase
      the
      risk of fire or other hazard to the Premises or any part thereof or which would
      or could result in the cancellation of any insurance policy carried with respect
      to the Premises.

     


    
      
        
        

      

      
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    (b) Mortgagor
      will not construct any improvements on the Premises nor remove, demolish or
      alter the design or structural character of any building, fixture, chattel
      or
      other part of the Premises without the prior written consent of Lender, and
      Mortgagor will not permit the removal, demolition or alteration of any
      Improvements. Mortgagor shall not take any action to rezone the Premises nor
      shall Mortgagor impose any restrictions, agreements or liabilities upon the
      Premises without, in each case, the prior written consent of
      Lender.

     

    (c) If
      the
      Premises or any part thereof is damaged by fire, windstorm, flood or other
      cause, Mortgagor will give immediate oral and written notices of the same to
      Lender.

     

    (d) Lender
      is
      hereby authorized and empowered to enter and to authorize others to enter upon
      any or all of the Premises, at any reasonable time and from time to time, to
      inspect the same, to perform or observe any covenants, conditions or terms
      which
      Mortgagor shall fail to perform, meet or comply with, or for any other purpose
      in connection with the protection or preservation of Lender’s security, without
      thereby becoming liable to Mortgagor or any person in possession holding under
      Mortgagor. Mortgagor agrees that it will open and cause its agents, managers,
      operators, tenants or lessees to open to Lender all areas within the Premises
      reasonably necessary or convenient with respect to the requirements hereof,
      and
      Mortgagor represents that each lease of the Premises provides reasonable
      inspection rights to Mortgagor which may be exercised by Lender.

     

    (e) Mortgagor
      will promptly comply with all present and future laws, ordinances, rules and
      regulations of any governmental authority affecting the Premises or any part
      thereof. Mortgagor shall also comply with all restrictions, agreements or
      obligations binding upon Mortgagor, the Premises, the Land or any portion
      thereof.

     

    (f) If
      all or
      any part of the Premises shall be damaged by fire or other casualty, Mortgagor
      will promptly restore the Premises to the equivalent of its original condition
      and if a part of the Premises shall be taken through condemnation, Mortgagor
      will promptly restore, repair or alter the remaining portions of the Premises
      in
      a manner satisfactory to Lender. Notwithstanding the foregoing, Mortgagor shall
      not be obligated so to restore, repair or alter unless in each instance, Lender
      agrees to make available to Mortgagor (pursuant to a procedure satisfactory
      to
      Lender) any net insurance or condemnation proceeds actually received by Lender
      hereunder in connection with such casualty loss or condemnation, to the extent
      such proceeds are required to defray the expense of such restoration, repair
      or
      alteration; provided, however, that the insufficiency of any such insurance
      or
      condemnation proceeds to defray the entire expense of restoration, repair or
      alteration shall in no way relieve Mortgagor of its obligation to restore,
      repair or alter. In the event all or any portion of the Premises shall be
      damaged or destroyed by fire, windstorm, flood or other casualty or by
      condemnation, Mortgagor shall promptly deposit with Lender a sum equal to the
      amount by which the estimated cost of the restoration of the Premises (as
      determined by Lender in its good faith judgment) exceeds the actual net
      insurance or condemnation proceeds with respect to such damage or
      destruction.

     

    (g) Notwithstanding
      the provisions of Sections 1.5 and 1.6 hereof to the contrary, in the event
      that
      any portion or portions of the Premises are damaged or destroyed by fire or
      by
      any other casualty, or are the subject of a “de minimis” (for purposes of this
      Section 1.7(g) the term “de minimis” shall mean an amount, as determined by
      Lender in its sole discretion,
      which does not adversely affect the actual use of the Improvements)
      condemnation, and such damage, destruction, or condemnation results in the
      need
      for repair, rebuilding, or restoration work to be performed on the Premises
      (such repair, rebuilding, or restoration is referred to herein as the
“Work”),
      Lender shall allow Mortgagor to use the amount by which the proceeds of all
      insurance policies, judgments, settlements, or awards collected with respect
      to
      such damage, destruction, or condemnation (except such amounts as are
      attributable to a loss of rents) exceed the cost, if any, to Lender for the
      recovery of such proceeds (said net amount is defined herein as the
“Reconstruction
      Funds”),
      to
      perform the Work, so long as the following conditions have been
      met:


    
      
        
        

      

      
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    (i) No
      Event
      of Default exists hereunder, under the Note, or under any other of the Loan
      Documents;

     

    (ii) Mortgagor
      shall have delivered evidence satisfactory to Lender that the Improvements
      may
      be reconstructed in accordance with all applicable zoning and building codes,
      and all rules, regulations, and ordinances of governmental authorities and
      that,
      upon completion of the Work, the condition of the Improvements will be at least
      equal in value and general utility to that which existed immediately prior
      to
      such casualty or condemnation;

     

    (iii) Mortgagor
      shall have delivered evidence satisfactory to Lender that sufficient funds,
      including the Reconstruction Funds, are available to perform the Work and that
      the Work is capable of completion at least three (3) months prior to the
      maturity date of the Note;

     

    (iv) Mortgagor
      shall have delivered evidence satisfactory to Lender that business interruption
      or income insurance proceeds payable to Mortgagor as a result of the damage
      or
      destruction, or income from the Improvements, or that sources other than the
      Reconstruction Funds, are sufficient to cover payments of debt service, costs,
      and expenses under and in connection with the Note during the period the Work
      is
      to be performed;

     

    (v) Lender
      shall be satisfied, in its sole discretion, that the Work can be completed
      and
      the Improvements can be ready for occupancy at least three (3) months prior
      to
      the maturity of the Note;

     

    (vi) All
      parties having existing or expected possessory interest in the Premises agree
      in
      a manner satisfactory to Lender that they will continue or extend their intent
      and arrangements for the contract terms then in effect following the work or
      are
      otherwise required to do so under the terms of their respective
      contracts;

     

    (vii) All
      parties having operating, management, or franchise interests in or arrangements
      concerning the Property agree that they will continue their interests and
      arrangements for the contract terms then in effect following the
      Work;

     

    (viii) The
      cost
      of the Restoration Work does not exceed 50% of the value of the Improvements
      immediately prior to the damage, destruction or condemnation; and

     

    (ix) Lender
      shall be satisfied that it will not incur any liability to any other person
      as a
      result of such use or release of insurance proceeds.

     


    
      
        
        

      

      
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    In
      the
      event that the conditions set forth in Section 1.7(g) above are satisfied,
      Lender shall make the Reconstruction Funds available to Mortgagor for the Work
      only under the following procedures, terms, and conditions:

     

    1. Mortgagor
      shall execute and deliver to Lender a copy of a contract with a licensed
      contractor acceptable to Lender setting forth a fixed price for the Work and
      a
      completion date that acceptable to Lender and that is at least three (3) months
      prior to the maturity date of the Note;

     

    2. Mortgagor
      shall demonstrate to Lender that the Reconstruction Funds are at least equal
      to
      the fixed price of the Work as set forth in said contract or shall deposit
      with
      Lender funds in the amount by which such fixed price exceeds the Reconstruction
      Funds;

     

    3. The
      Work
      shall be supervised by an architect or engineer and performed in accordance
      with
      plans and specifications prepared by such architect or engineer and approved
      by
      Lender;

     

    4. The
      Reconstruction Funds, plus any additional funds deposited by Mortgagor, shall
      be
      received and held by Lender and disbursed in accordance with the terms and
      conditions used by Lender in connection with the a loan disbursing agreement
      to
      be prepared by Lender and Mortgagor’s expense, and Mortgagor shall reimburse
      Lender for costs and expenses incurred in connection with such
      disbursements;

     

    5. Upon
      completion of and final payment for the Work, any remaining Reconstruction
      Funds
      shall, at the option of Lender, be applied to the indebtedness and obligations
      secured by this Mortgage (whether or not then due) in such order as Lender
      shall
      elect or paid over to Mortgagor; provided, however, that in either event, any
      remaining additional funds deposited by Mortgagor for excess costs shall be
      refunded to Mortgagor; and

     

    6. Mortgagor
      shall otherwise comply with the terms and conditions of this Mortgage and the
      other Loan Documents during the performance of the Work.

     

    In
      the
      event any one or more of the conditions set forth in this Section 1.7(g) is
      at
      any time not satisfied, Lender may elect, in its discretion, to apply the
      Reconstruction Funds to the indebtedness and obligations secured hereby, whether
      or not clue, in such manner as Lender shall elect. Without limiting the
      generality of the foregoing, if an Event of Default shall exist and be
      continuing hereunder, or if Mortgagor shall fail diligently to pursue and
      complete the Work, Lender may, in its sole discretion, apply any undisbursed
      Reconstruction Funds and any of Mortgagor’s deposits against the balance of the
      indebtedness and obligations secured hereby, whether or not due, in such manner
      as Lender shall elect.

     

    Section
      1.8. Further
      Assurances; After Acquired Property.
      At any
      time, and from time to time, upon request by Lender, Mortgagor will make,
      execute and deliver or cause to be made, executed and delivered, to Lender
      and,
      where appropriate, cause to be recorded or re-recorded and/or filed or refiled
      at such time and from time to time, and in such offices and places as shall
      be
      deemed desirable by Lender, any and all such other and further mortgages,
      security agreements, financing statements, continuation statements, instruments
      of further assurance, certificates and other documents as may, in the opinion
      of
      Lender, be necessary or desirable in order to effectuate, complete, or perfect,
      or to continue and preserve (a) the obligations of Mortgagor under the Loan
      Documents and this Mortgage, and (b) the lien of this Mortgage as a first and
      prior perfected lien upon all of the Premises, whether now owned or hereafter
      acquired by Mortgagor subject only to the matters appearing in the title policy
      delivered by Mortgagor to Lender in connection with this Mortgage. Upon any
      failure by Mortgagor so to do, Lender may make, execute, record, file, rerecord
      and/or re-file any and all such mortgages, security agreements, financing
      statements, continuation statements, instruments, certificates and documents
      for
      and in the name of Mortgagor, and Mortgagor hereby irrevocably appoints Lender
      the agent and attorney-in-fact of Mortgagor so to do. The lien hereof will
      automatically attach, without further act, to all after acquired property
      attached to and/or used in the operation of the Premises, the Land or any part
      thereof.

     


    
      
        
        

      

      
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    Section
      1.9. Books,
      Records, Accounts and Annual Reports.
      Mortgagor will keep and maintain or will cause to be kept and maintained, at
      Mortgagor’s expense, proper and accurate books, records and accounts reflecting
      all items of income and expense in connection with the operation of the Premises
      and in connection with any services, materials, equipment or furnishings
      provided in connection with use or operation of the Premises or the construction
      of Improvements. Lender shall have the right from time to time at all times
      during normal business hours to examine all books, records and accounts relating
      to the Premises and Mortgagor at the office of Mortgagor or other person or
      entity maintaining such books, records and accounts and to make copies or
      extracts thereof as Lender shall desire. Mortgagor will furnish to Lender at
      any
      time within forty-five (45) days after demand by Lender, financial statements
      and reports as Lender may reasonably request with respect to Mortgagor or the
      Premises.

     

    Section
      1.10. Estoppel
      Affidavits.
      Mortgagor, upon ten (10) days’ prior written notice, shall furnish Lender a
      written statement, duly acknowledged, setting forth the unpaid principal of,
      and
      interest on, the indebtedness secured hereby and whether or not any offsets
      or
      defenses exist against such indebtedness and, if such offsets or defenses are
      alleged to exist, such statement shall detail the specific facts relating
      thereto.

     

    Section
      1.11. Subrogation.
      Lender
      shall be subrogated to the claims and liens of all parties whose claims or
      liens
      are discharged or paid with the proceeds of the indebtedness secured
      hereby.

     

    Section
      1.12. Expenses.
      Mortgagor will promptly pay or reimburse Lender, upon demand, for all reasonable
      attorneys’ fees, costs and expenses incurred by Lender in any proceeding
      involving the estate of a decedent or an insolvent, or in any action, legal
      proceeding or dispute of any kind in which Lender is made a party, or appears
      as
      a party, in connection with or affecting the indebtedness secured hereby, this
      Mortgage, any of the other Loan Documents, the interest created hereby,
      Mortgagor or any Guarantor, including but not limited to the foreclosure of
      this
      Mortgage, any proceeding relating to bankruptcy, insolvency or other relief
      for
      debtors, any condemnation action involving the Premises or any action to protect
      the security hereof; and all such amounts shall be added to the indebtedness
      secured by the lien of this Mortgage.

     


    
      
        
        

      

      
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    Section
      1.13. Assignment
      of Contracts and Other Agreements.
      As
      additional collateral and further security for the indebtedness secured hereby,
      Mortgagor does hereby assign to Lender the interest of Mortgagor in and to
      any
      and all contracts, leases, rental agreements, franchise agreements, management
      contracts, construction contracts, and other contracts, licenses and permits
      now
      or hereafter affecting the Premises, or any part thereof, and Mortgagor agrees
      to execute and deliver to Lender such additional instruments, in form and
      substance satisfactory to Lender, as may hereafter be requested by Lender to
      evidence and confirm said assignment; provided, however, that acceptance of
      any
      such assignment shall not be construed as a consent by Lender to any contract,
      lease, rental agreement, franchise agreement, management contract, construction
      contract, or other contract, license or permit, or to impose upon Lender any
      obligation with respect thereto. Mortgagor shall faithfully keep and perform,
      or
      cause to be kept and performed, all of the covenants, conditions, and agreements
      contained in each of said instruments, now or hereafter existing, on the part
      of
      Mortgagor to be kept and performed and shall at all times do all things
      necessary to compel performance by each other party to said instruments of
      all
      obligations, covenants and agreements by such other party to be performed
      thereunder.

     

    Section
      1.14. Leases.
      Mortgagor hereby collaterally assigns and transfers to Lender all the rents,
      issues and profits of the Premises, whether now or hereafter accruing, and
      hereby gives to and confers upon Lender the right, power and authority to
      collect such rents, issues and profits. From time to time, upon the request
      of
      Lender, Mortgagor shall give further evidence of the foregoing assignment to
      Lender by executing and delivering to Lender specific assignments (in form
      and
      substance satisfactory to Lender) of the rents, issues and profits. From time
      to
      time, Mortgagor shall also execute and deliver to Lender any notice to tenants
      or other document reasonably required by Lender. Mortgagor irrevocably appoints
      Lender its true and lawful attorney-in-fact, at the option of Lender at any
      time
      and from time to time after the occurrence of any Event of Default under this
      Mortgage (whether or not Lender takes possession of the Premises), to demand,
      receive and enforce payment, to give receipts, releases and satisfactions,
      and
      to sue, in the name of Mortgagor or Lender, for all such rents, issues and
      profits and apply the same to the indebtedness secured hereby; provided,
      however, that Mortgagor shall have permission to collect such rents, issues
      and
      profits (but rents shall not be collected for more than one month in advance)
      prior to the occurrence of any Event of Default under this Mortgage. Upon the
      occurrence of any Event of Default, the permission hereby given to Mortgagor
      to
      collect such rents, issues and profits shall terminate and such permission
      shall
      not be reinstated upon the cure of the Event of Default without Lender’s
      specific written consent. Further, upon the occurrence of any Event of Default,
      Mortgagor shall immediately turn over to Lender all rents, issues and profits
      in
      the actual or constructive possession of Mortgagor (or its agents or
      affiliates), together with an accounting thereof. Exercise of Lender’s rights
      under this Section, and the application of any rents, issues and profits to
      the
      indebtedness secured hereby, shall not cure or waive any default. To the fullest
      extent allowed by law, the assignment of the rents, issues and profits of the
      Premises in this Section is intended to be an absolute assignment from Mortgagor
      to Lender and not merely the passing of a security interest but Mortgagor shall
      have the right to collect the same so long as no Event of Default under this
      Mortgage shall have occurred.

     

    Upon
      any
      occurrence of any Event of Default under this Mortgage, Lender may, at any
      time
      without notice, either in person, by agent or by a receiver appointed by a
      court, and without regard
      to
      the adequacy of any security for the indebtedness hereby secured, enter upon
      and
      take possession of the Premises, or any part thereof, and in its own name sue
      for or otherwise collect such rents, issues and profits, including those past
      due and unpaid, and apply the same in accordance with the provisions of Section
      2.3(b) hereof The collection of such rents, issues and profits, or the entering
      upon and taking possession of the Premises, or the application thereof as
      aforesaid, shall not cure or waive any Event of Default or notice of default
      hereunder or invalidate any act done in response to such Event of Default or
      pursuant to such notice of default.

     


    
      
        
        

      

      
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    Mortgagor
      shall not execute any other assignment of the income, rents, issues or profits,
      or any part thereof, from the Premises to any person or entity other than
      Lender.

     

    Mortgagor
      covenants that it shall, at its sole cost and expense, (a) duly and punctually
      perform and discharge, or cause to be performed and discharged, all of the
      obligations and undertakings of Mortgagor or its agents under all leases
      affecting the Premises, (b) use its best efforts to enforce or secure, or cause
      to be enforced or secured, the performance of each and every obligation and
      undertaking of the respective tenants under such leases, (c) promptly notify
      Lender if Mortgagor receives any notice from a tenant claiming that Mortgagor
      is
      in default under a lease, and (d) appear in and defend any action or proceeding
      arising under or in any manner connected with the leases.

     

    Mortgagor
      shall not execute any leases pertaining to the Property without the prior
      written consent of Lender, which consent shall not be unreasonably withheld
      and
      all leases shall be inferior and subordinate to the lien of this Mortgage and
      the terms of each lease shall so expressly provide.

     

    Section
      1.15. No
      Sale or Encumbrance of Premises; No Additional Financing.
      Mortgagor hereby acknowledges to Lender that (a) the identity and expertise
      of
      Mortgagor were and continue to be material circumstances upon which Lender
      has
      relied in connection with, and which constitute valuable consideration to Lender
      for, the extending to Mortgagor of the indebtedness evidenced by the Note,
      and
      (b) any change in such identity or expertise could materially impair or
      jeopardize the security granted to Lender by this Mortgage. Mortgagor therefore
      covenants and agrees with Lender that Mortgagor shall not sell, transfer,
      convey, mortgage, encumber, lease or otherwise dispose of the Premises or any
      part thereof or any interest therein or engage in additional financing with
      respect thereto without the prior written consent of Lender (which consent
      may
      be granted or denied in Lender’s sole and absolute discretion); provided,
      however that Mortgagor shall have the right to dispose of articles of Fixtures
      and Personal Property if and only (i) simultaneously therewith Mortgagor
      replaces such articles with like articles of equal or greater value, (ii) the
      replacements are not subject to any liens or encumbrances whatsoever other
      than
      the lien of this Mortgage, and (iii) the replacements are fully paid for by
      Mortgagor and are not subject to any conditional sales contract or financing
      device. Any change in the legal or equitable title of the Premises or in the
      beneficial ownership of the Premises (including any change in the ownership
      or
      control of the any partnership interests or stock of Mortgagor or any partners
      thereof), whether or not of record and whether or not for consideration, or
      any
      sale or other disposition of any interest of Mortgagor except in accordance
      with
      the terms of this Mortgage shall be deemed a transfer of an interest in the
      Premises.

     


    
      
        
        

      

      
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    In
      the
      event that ownership of the Premises, or any part thereof, becomes vested in
      any
      person or persons other than Mortgagor, without the prior written approval
      of
      Lender, Lender may, without notice to Mortgagor, waive such default and deal
      with such successor or successors in interest with reference to this Mortgage,
      in the same manner as with Mortgagor, without in any way releasing, discharging
      or otherwise affecting the liability of Mortgagor hereunder, or for the
      indebtedness hereby secured. No sale of the Premises, no forbearance on the
      part
      of Lender, no extension of the time for the payment of the indebtedness secured
      hereby nor any change in the terms thereof consented to by Lender shall in
      any
      way whatsoever operate to release, discharge, modify, change or affect the
      original liability of Mortgagor herein, either in whole or in part, nor shall
      the full force and effect of this lien be altered thereby. Any deed, assignment
      or other instrument conveying the Premises or any part thereof, shall provide
      that the grantee thereunder assumes all of the grantor’s obligations under this
      Mortgage, the Note and all other instruments or agreements evidencing or
      securing the repayment of the indebtedness secured hereby. In the event such
      deed shall not contain such assumption, the grantee under such deed shall
      nevertheless be deemed to have assumed such obligations by acquiring the
      Premises or such portion thereof subject to this Mortgage.

     

    Section
      1.16. Maintenance
      of Borrowing Entity.

     

    (a) If
      Mortgagor is a partnership or joint venture, Mortgagor shall maintain and
      continue in existence in its current form the partnership agreement of
      Mortgagor; said agreement shall not be amended or modified in any manner
      whatsoever without Lender’s prior written consent, which consent shall not be
      unreasonably withheld; and except as expressly permitted in the Loan Agreement,
      no partner shall sell, transfer, dispose of, or encumber such partner’s interest
      in Mortgagor without the prior written consent of Lender.

     

    (b) If
      Mortgagor, or any general partner of Mortgagor is a corporation or a company,
      Mortgagor or each such managing member shall maintain and continue in existence
      as a corporation and/or company duly organized and in good standing under the
      laws of the state or country of its incorporation and shall continue to be
      qualified as a foreign corporation and/or company and remain in good standing
      in
      Florida and it shall not liquidate, dissolve or suffer an expiration or
      revocation of its charter, and except as expressly permitted in the Loan
      Agreement, no change in the ownership or control of Mortgagor or such general
      partner shall occur without the prior written consent of Lender, whether by
      sale
      of assets, merger, consolidation, sale of stock interests in Mortgagor or such
      managing member, or any other circumstances where the effect is to pass
      ownership of any interest in Mortgagor or such managing member or to pass
      control of Mortgagor or the managing member from the persons now exercising
      control to others.

     

    Section
      1.17. Security
      Agreement.
      The
      Fixtures and Personal Property and Other Rights and Property hereinbefore
      described shall be deemed to be part of the real estate and mortgaged hereby
      to
      the fullest extent permitted by law, and as to the balance of such property
      Mortgagor grants to Lender a security interest therein in accordance with the
      Uniform Commercial Code of the State of Florida and, as to such property, this
      Mortgage shall be considered a security agreement under said Uniform Commercial
      Code. With respect to such property, Lender is a “secured party” and Mortgagor
      is a “debtor” under the Uniform Commercial Code with their respective addresses
      being set forth in Section 3.9 below.

     


    
      
        
        

      

      
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    Section
      1.18. Future
      Advances.
      This
      Mortgage is given to secure not only existing indebtedness, but also such future
      advances as are made within twenty years from the date hereof, to the same
      extent as if such future advances were made on the date of the execution of
      this
      Mortgage. The total amount of indebtedness that may be so secured may decrease
      or increase from time to time, but the total unpaid balance so secured at one
      time shall not exceed $20,000,000.00 plus disbursements made for the payment
      of
      taxes, levies or insurance on the Premises, with interest on such disbursements.
      Nothing contained herein, however, shall obligate Lender to make any future
      advances. If Lender makes any future advances, (a) the term “Note”,
      as
      used in this Mortgage, shall include all promissory notes and other documents
      evidencing such future advances in addition to the Promissory Note identified
      in
      the “WHEREAS” clause of this Mortgage, and (b) the term “Loan
      Documents”
shall
      include all documents executed in connection with the futures advance(s) in
      addition to all other documents described in Section 1.1
      above.

     

    Section
      1.19. Leases;
      Rent Rolls.
      Mortgagor covenants that it shall not, without the prior express written consent
      of Lender, which consent shall not be unreasonably withheld, enter into any
      lease affecting all or any portion of the Premises, or materially modify,
      terminate, or consent to the cancellation or surrender of any lease, or permit
      any tenant under any lease to assign or sublet its rights thereunder. Further,
      Lender specifically reserves the right to approve the form and content of all
      leases, all proposed tenants, and any assignee or sublessee of any existing
      tenant. Mortgagor shall deliver to Lender a rent roll for the Premises, in
      form
      and detail satisfactory to Lender, at such times as Lender may request, together
      with a copy of all leases, rental agreements and occupancy agreements with
      respect to the Premises. Mortgagor shall not collect any rent under any leases,
      rental agreements or other occupancy agreements pertaining to the Premises
      more
      than one month in advance, except for security deposits not to exceed two months
      rent which are deposited in a segregated account at Lender and held and
      maintained by Mortgagor in full compliance with all applicable laws. The rights
      of all tenants and other occupants of the Premises must at all times be fully
      subordinate to the terms of this Mortgage and the other Loan
      Documents.

     

    Section
      1.20. Environmental
      Compliance.
      Mortgagor and others have executed an Environmental Indemnity Agreement of
      even
      date herewith (as it may be modified or amended from time to time, the
“Environmental
      Agreement”),
      which
      shall survive the repayment of the Note and the satisfaction of this Mortgage.
      Mortgagor hereby agrees to fully comply with all terms, conditions and
      provisions of the Environmental Agreement. If any representation or warranty
      contained in the Environmental Agreement is untrue, if Mortgagor or Guarantors
      shall fail to comply with the provisions of the Environmental Agreement, or
      if
      any of the terms or provisions thereof shall be breached, the same shall
      constitute an Event of Default under this Mortgage. Mortgagor shall deliver
      to
      Lender environmental assessments of the Premises in accordance with the terms
      of
      the Environmental Agreement at Mortgagor’s sole cost and expense. Should
      Mortgagor fail to provide any such environmental assessment, Lender shall have
      the right, but not the obligation, to retain an environmental consultant to
      perform and prepare same. Lender shall have the right but not the obligation,
      and without any limitation of Lender’s other rights under this Mortgage, to
      enter onto the Premises or to take any action as it deems necessary or advisable
      to cleanup, remove, resolve or minimize the impact of, or otherwise deal with,
      any hazardous material or any environmental claim following receipt of any
      notice from any person or governmental authority asserting the existence of
      any
      hazardous material
      or an environmental claim pertaining to the Premises or any part thereof which,
      if true, could result in an order, suit or other action against Mortgagor or
      Lender which, in the sole opinion of Lender, could jeopardize Lender’s security
      under this Mortgage. All costs and expenses incurred by Lender in the exercise
      of any of its rights under this Section shall be secured by this Mortgage and
      shall be payable by Mortgagor upon demand or, at the election of Lender, funded
      under the Note.

     


    
      
        
        

      

      
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    Section
      1.21. Reappraisal
      Provisions.
      Lender
      may obtain, at Mortgagor’s expense upon Lender’s reasonable determination that
      an updated appraisal is appropriate (including, without limitation, to comply
      with any regulatory requirements applicable to Lender), but in no event more
      frequently than once every two calendar years, an appraisal of the Premises
      or
      any part thereof prepared by a third-party appraiser engaged directly by Lender
      in accordance with written instructions from Lender. Each such appraiser and
      appraisal shall be satisfactory to Lender (including satisfaction of applicable
      regulatory requirements). Mortgagor shall cooperate fully with any such
      appraiser and provide all such documents and information as such appraiser
      may
      request in connection with the appraiser’s performance and preparation of such
      appraisal. The cost of each such appraisal shall be due and payable by Mortgagor
      on demand and shall be secured by this Mortgage and the other Loan Documents.
      Mortgagor acknowledges that Lender was induced to enter into the subject loan
      transaction based upon a specific loan-to-value ratio (the “Original
      Loan-to-Value Ratio”)
      calculated by dividing the aggregate principal amount of the Note by the
      appraised value (the “Original
      Appraised Value”)
      of the
      Premises set forth in the appraisal Mortgagor submitted to Lender prior to
      the
      execution of this Mortgage. If any updated appraisal received by Lender pursuant
      to this Section reflects that the appraised value of the Premises has decreased
      from the Original Appraised Value and if such decrease results in a loan
      to-value ratio which is higher than the Original Loan-to-Value Ratio, Mortgagor
      shall within ten (10) days of Lender’s written request make a principal payment
      (the “Prepayment”)
      under
      the Note in an amount sufficient to maintain the Original Loan-to-Value Ratio.
      Such Prepayment shall not entitle Mortgagor to a release of any of the Premises.
      Mortgagor’s failure to promptly and fully comply with Lender’s requirements
      under this Section 1.21 shall, without further notice, constitute an Event
      of
      Default under this Mortgage.

     

    Section
      1.22. Loan
      Documents; Partial Releases.
      Mortgagor hereby agrees to comply with all provisions of the Loan Documents.
      All
      advances of Lender made pursuant to the Loan Documents, all costs and expenses
      incurred by Lender under the Loan Documents, and all obligations of Mortgagor
      under and in connection with the Loan Documents shall be secured
      hereby.

     

    Section
      1.23. Section
      697.07 of the Florida Statutes.
      Mortgagor agrees that the assignment of leases and rents contained in this
      Mortgage is intended shall provide Lender with all the rights and remedies
      of
      mortgagees pursuant to Section 697.07 of the Florida Statutes (hereinafter
      “Section
      697.07”),
      as it
      may be amended from time to time. However, in no event shall this reference
      diminish, alter, impair, or affect any other rights and remedies of Lender,
      including but not limited to, the appointment of a receiver as provided in
      this
      Mortgage or any rights or powers of the receiver in law or equity or as
      otherwise provided in this Mortgage. In addition, the assignment of leases
      and
      rents in this Mortgage shall be fully operative without regard to value of
      the
      Premises and without regard to the adequacy of the Premises to serve as security
      for the obligations owed by Mortgagor to Lender and shall be in addition to
      any
      rights arising
      under Section 697.07. Further, except for the notices expressly required under
      this Mortgage, if any, Mortgagor to the fullest extent allowed by law Mortgagor
      waives any notice of default or demand for turnover of rents by Lender, together
      with any rights under Section 697.07 to apply to a court to deposit the rents
      into the registry of the court or such other depository as the court may
      designate.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


     

    Section
      1.24. Condominium
      Provisions.
      Mortgagor shall not submit any of the Land to a declaration of condominium
      without the prior written consent of Lender. However, if a declaration of
      condominium is recorded against the Land or any portion thereof with the prior
      written consent of Lender, (a) Mortgagor shall abide by all of the terms,
      covenants and restrictions contained in the declaration of condominium, bylaws,
      rules and regulations, and all other condominium documents, and all licenses,
      use agreements and other documents pertaining to the use of any recreational
      facilities or common areas, (b) Mortgagor shall promptly pay, when due, all
      assessments imposed by any condominium association or other governing body
      of
      the condominium documents, (c) Mortgagor shall not, without the prior written
      consent of Lender, partition or subdivide the Land or consent to or otherwise
      allow the abandonment or termination of the condominium or any amendment of
      the
      declaration of condominium, bylaws, rules or regulations, license, agreement
      or
      other document pertaining to the condominium, and (d) Mortgagor shall fully
      comply with all obligations applicable to Mortgagor as the developer of the
      condominium imposed by federal, state or local law.

     

    ARTICLE
      II

    


    Section
      2.1. Event
      of Default.
      The
      phrase “Event
      of Default”,
      wherever used in this Mortgage, shall mean and include any one or more of the
      following events:

     

    (a) Failure
      by Borrower or Mortgagor to pay, as and when due and payable, any installments
      of principal and/or interest under the Note or other Loan Documents or any
      required deposits for taxes, assessments, insurance premiums, and other similar
      charges, or any other portion of the indebtedness secured hereby within ten
      (10)
      days of when due; or

     

    (b) Failure
      by Mortgagor to duly keep, observe and perform any other covenant, condition
      or
      agreement of this Mortgage to be kept or performed by Mortgagor and the
      continuance of such failure for thirty (30) days after written notice by Lender
      to Mortgagor of such occurrence;

     

    (c) Failure
      by Mortgagor duly to observe or perform any term, covenant, condition or
      agreement in any other documents now or hereafter evidencing, securing or
      otherwise relating to the Note, this Mortgage or the indebtedness secured hereby
      (including, without limitation, the Environmental Agreement, and an Assignment
      of Leases, Rents and Profits of even date herewith, as such documents may be
      modified and amended from time to time, and all other Loan Documents) which
      is
      not remedied within thirty (30) days written notice by Lender to Mortgagor
      of
      any such occurrence. If Mortgagor cannot cure within thirty (30) days but is
      diligently pursuing cure, then time shall be tolled for an additional thirty
      (30) day period; or

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    (d) The
      occurrence of a default or event of default under any of the Loan Documents
      which is not remedied within the cure period, if any, provided with respect
      thereto; or

     

    (e) Any
      representation or warranty of Mortgagor contained in this Mortgage or in any
      of
      the other Loan Documents or any representation or warranty of any Mortgagor
      or
      other party in any of the Loan Documents or otherwise in connection with the
      indebtedness evidenced by the Note or any other notes executed pursuant to
      Section 1.18 hereof proves to be untrue or misleading in any material respect;
      or

     

    (f) Mortgagor
      shall (i) have an order entered for relief with respect to it under the Federal
      Bankruptcy Code or any other law pertaining to bankruptcy, insolvency or debtor
      relief, whether now or hereafter existing and whether Federal, state or foreign,
      (ii) not pay, or admit in writing its inability to pay, its debts generally
      as
      they become due, (iii) make an assignment for the benefit of creditors, (iv)
      apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
      custodian, trustee, examiner, liquidator or similar official for it or any
      substantial part of its property, (v) institute any proceeding seeking the
      entry
      of any order for relief under the Federal Bankruptcy Code or any other law
      pertaining to bankruptcy, insolvency or debtor relief, whether now or hereafter
      existing and whether Federal, state or foreign, to adjudicate it a bankrupt
      or
      insolvent, or seeking dissolution, winding up, liquidation, reorganization,
      arrangement, adjustment or composition of it or its debts under any law relating
      to bankruptcy, insolvency or reorganization or relief of debtors or fail to
      file
      an answer or other pleading denying the material allegations of any such
      proceeding filed against it, (vi) take any action to authorize or effect any
      of
      the foregoing actions set forth in this subsection (g), or (vii) fail to
      contest in good faith any appointment or proceeding described in subsection
      (h)
      below; or

     

    (g) Without
      the application, approval or consent of Mortgagor, a receiver, trustee,
      examiner, liquidator or similar official shall be appointed for Mortgagor or
      any
      substantial part of its property, or a proceeding described in subsection (f)
      shall be instituted against Mortgagor and such appointment continues
      undischarged or such proceeding continues undismissed or unstayed for a period
      of 30 consecutive days; or

     

    (h) Mortgagor
      shall sell, transfer, convey, mortgage, encumber, lease or otherwise dispose
      of
      the Premises or any part thereof or any interest therein or engage in financing
      with respect thereto in violation of the provisions of this Mortgage or
      Mortgagor, or any managing member of Mortgagor (if a corporation) is liquidated
      or dissolved or its charter expires or is revoked or its ownership or control
      changes in violation of Section 1.16 above, or Mortgagor or any such managing
      member (if a partnership or business association) is dissolved or partitioned,
      or a general partner withdraws, resigns or is removed, or the interest of a
      general partner therein is sold, transferred, disposed of or encumbered in
      violation of Section 1.16 above; or

     

    (i) The
      institution of foreclosure or other proceedings to enforce any mortgage,
      security interest, lien or encumbrance of any kind on the Premises or any
      portion thereof, whether superior or subordinate to this Mortgage (provided,
      that the foregoing shall not be
      deemed
      to constitute Lender’s consent to any mortgage, security interest, lien or
      encumbrance on the Premises which is otherwise prohibited by this Mortgage);
      or

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


     

    (j) The
      occurrence of any event or circumstance which pursuant to the terms of this
      Mortgage or any of the other Loan Documents is stated to be an Event of Default
      under this Mortgage; or

     

    (k) The
      occurrence of any material adverse change in the financial condition of
      Mortgagor.

     

    Section
      2.2. Lender’s
      Rights, Acceleration, Foreclosure and Sale.
      Upon
      the occurrence of any Event of Default (after the giving of notice and the
      expiration of any applicable cure period that is expressly required in Section
      2.1 above), then the whole of the indebtedness secured hereby shall, at the
      option of Lender, without notice or demand, become immediately due and payable
      for all purposes, time being of the essence of this Mortgage, anything in the
      Note, this Mortgage or any of the other Loan Documents to the contrary
      notwithstanding, and, thereupon, or at any time during the existence of any
      Event of Default, Lender may proceed by suit or suits at law or in equity or
      by
      any other appropriate proceeding or remedy to (a) enforce the payment of
      the Note or the performance by Mortgagor of any other term or provision of
      the
      Note or any of the Loan Documents or enforce any other rights possessed by
      Lender, (b) foreclose this Mortgage by judicial proceedings, and/or (c)
      pursue any other right or remedy available to Lender. Any failure of Lender
      to
      exercise any of said options shall not constitute a waiver of the right to
      exercise the same at any other time; and all of the rights and remedies of
      Lender shall be cumulative.

     

    Section
      2.3. Right
      of Lender to Enter and Take Possession.
      

     

    (a) If
      an
      Event of Default shall have occurred, Mortgagor, upon demand of Lender, shall
      forthwith surrender to Lender the actual possession of the Premises, and Lender
      may (by itself or through a receiver) enter and take possession of the Premises
      and may exclude Mortgagor and Mortgagor’s agents and employees wholly
      therefrom.

     

    (b) Upon
      every such entering and taking of possession, Lender may hold, store, use,
      operate, manage, control, and maintain the Premises and conduct the business
      thereof, and, from time to time, (i) make or perform construction, repairs,
      renewals, replacements, additions, betterments and improvements thereto and
      thereon and purchase or otherwise acquire additional fixtures, personalty and
      other property; (ii) insure or keep the Premises insured; (iii) manage and
      operate the Premises and exercise all the rights and powers of Mortgagor in
      its
      name or otherwise with respect to the same and (iv) enter into any and all
      agreements with respect to the exercise by others of any of the powers herein
      granted Lender, all as Lender may from time to time determine to be to its
      best
      interest. Lender may collect and receive all of the income, rents, profits,
      issues and revenues of the Premises, including the past due as well as those
      accruing thereafter, and Lender may apply any moneys and proceeds received
      by
      Lender, in such order and priority as Lender in its sole discretion may
      determine, to (1) all expenses of taking, holding, managing and operating the
      Premises (including compensation for the services of all persons employed for
      such purposes); (2) the cost of all such construction, maintenance, repairs,
      renewals, replacements, additions, betterments, improvements, purchases, and
      acquisitions;
      (3) the cost of such insurance; (4) such taxes, assessments and other charges
      as
      Lender may determine to pay; (5) other proper charges upon the Premises or
      any
      part thereof; (6) the reasonable compensation and expenses of attorneys and
      agents of Lender; (7) accrued interest; (8) deposits for taxes, insurance and
      similar items required hereunder; (9) principal; and/or (10) any other sums
      that
      may be due and payable to Lender under or pursuant to any of the Loan
      Documents.

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


     

    (c) For
      the
      purpose of carrying out the provisions of this Section 2.3, Mortgagor hereby
      constitutes and appoints Lender the true and lawful attorney-in-fact of
      Mortgagor to do and perform, from time to time, any and all actions necessary
      and incidental to such purpose and does, by these presents, ratify and confirm
      any and all actions of said attorney-in-fact in the Premises.

     

    (d) If
      Lender
      shall surrender possession of the Premises to Mortgagor as a result of the
      acceptance by Lender of any cure of any Event of Default, the right of Lender
      to
      thereafter take possession, from time to time, pursuant to this Section shall
      exist if any subsequent Event of Default shall occur.

     

    Section
      2.4. Appointment
      of a Receiver.

     

    (a) If
      an
      Event of Default shall have occurred, Lender shall be entitled, upon notice
      to
      Mortgagor but without regard to the adequacy of any security for the
      indebtedness hereby secured or the solvency of any party bound for its payment,
      upon ex-parte application to the appointment of a receiver to take possession
      of
      and to operate the Premises and to collect the rents, profits, issues, and
      revenues thereof and such receiver shall have all the powers of Mortgagor,
      including, without limitation, those powers set forth in Section 2.3(b) above.
      Mortgagor hereby specifically waives the right to object to the appointment
      of a
      receiver and hereby expressly agrees that such appointment shall be made as
      an
      admitted equity and as a matter of absolute right to Lender.

     

    (b) Mortgagor
      will pay to Lender upon demand all expenses and costs, including receiver’s
      fees, reasonable attorneys’ fees, legal costs and agent’s compensation, incurred
      pursuant to the provisions contained in this Section, and all such expenses
      shall be secured by this Mortgage.

     

    Section
      2.5. Discontinuance
      of Proceedings and Restoration of Status of the Parties.
      In case
      Lender shall have proceeded to enforce any right or remedy under this Mortgage
      by receiver, entry or otherwise, and such proceedings shall have been
      discontinued or abandoned for any reason or shall have been determined adversely
      to Lender, then and in every such case Mortgagor and Lender shall be restored
      to
      their former positions and rights hereunder, and all rights, powers and remedies
      of Lender shall continue as if no such proceeding had been taken.

     

    Section
      2.6. Remedies
      Cumulative.
      No
      right, power or remedy conferred upon or reserved to Lender by this Mortgage
      or
      any of the Loan Documents is intended to be exclusive of any other right, power
      or remedy, but each and every such right, power and remedy shall be cumulative
      and concurrent and shall be in addition to any other right, power and remedy
      given hereunder or now or hereafter existing at law or in equity or by
      statute.

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Section
      2.7. Performance
      by Lender of Defaults by Mortgagor.
      If
      Mortgagor shall default in the payment of any tax, lien, assessment or other
      charge levied or assessed against the Premises (unless the same has been
      transferred to bond); in the payment of any utility charge, whether public
      or
      private; in the payment of any insurance premium; in the procurement of
      insurance coverage and the delivery of the insurance policies required
      hereunder; in the performance of any obligations of Mortgagor under any leases
      affecting the Premises; or in the performance or observance of any other
      covenant, condition or term of this Mortgage or any of the other Loan Documents,
      then Lender, at its option, may perform or observe the same, and all payments
      made for costs or expenses incurred by Lender in connection therewith shall
      be
      secured hereby and shall be, without demand, immediately repaid by Mortgagor
      to
      Lender with interest at the Default Rate provided in the Note. Lender shall
      be
      the sole judge of the legality, validity and priority of any such tax, lien,
      assessment, charge, claim, premium or obligation; of the necessity for any
      such
      actions; and of the amount necessary to be paid in satisfaction thereof. Lender
      is hereby empowered to enter and to authorize others to enter upon the Premises
      or any part thereof, for the purpose of performing or observing any such
      defaulted covenant, condition or term, or exercising Lender’s rights hereunder,
      without thereby becoming liable to Mortgagor or any person in possession holding
      under Mortgagor. In order to accelerate the maturity of the indebtedness secured
      hereby because of the failure of Mortgagor to pay any taxes, lien, assessment,
      charge, premium, rent or other sums, liabilities or obligations as herein
      provided, it shall not be necessary nor requisite that Lender shall first pay
      the same, nor shall Lender’s payment of the same constitute a waiver of the
      default hereunder or otherwise affect Lender’s option to accelerate the
      indebtedness secured hereby, foreclose this Mortgage and/or exercise any other
      right or remedy provided hereunder or under any of the Loan
      Documents.

     

    Section
      2.8. Expenses.
      In any
      suit to foreclose the lien of this Mortgage or enforce any other remedy of
      Lender under this Mortgage, the Note or any of the other Loan Documents, there
      shall be allowed and included, as additional indebtedness in the judgment or
      decree, all expenditures and expenses which may be paid or incurred by or on
      behalf of Lender, including without limitation, those incurred for attorneys’
fees, documentary and expert evidence, stenographers’ charges, publication
      costs, survey costs, and costs (which may be estimated as to items to be
      expended after entry of the decree) of procuring all abstracts of title, title
      searches and examinations, title insurance policies, and similar data and
      assurances with respect to title as Lender may deem reasonably necessary either
      to prosecute such suit or to evidence to bidders at any sale which may be had
      pursuant to such decree the true condition of the title to or value of the
      Premises. All such expenditures and expenses and all expenses and fees as may
      be
      incurred in the protection of said Premises and the maintenance of the lien
      of
      this Mortgage or the enforcement of Lender’s rights or remedies hereunder or
      under any of the other Loan Documents, including without limitation, the
      reasonable fees of any attorneys employed by Lender in any litigation or
      proceeding affecting this Mortgage, the Note or the Premises, in the exercise
      of
      any rights or remedies, or in preparation for the commencement or defense of
      any
      proceeding or threatened suit or proceeding, and whether at the pre-trial,
      trial
      or any appellate level, shall be immediately due and payable by Mortgagor,
      with
      interest thereon at the Default Rate provided in the Note and shall be secured
      by this Mortgage.

     

    Section
      2.9. Sale
      of Separate Parcels.
      Waiver
      of Marshalling. In the event of any foreclosure sale of the Premises, the same
      may be sold in one or more parcels, and Lender may be the purchaser at any
      foreclosure of the Premises or any part thereof. Mortgagor for itself and all
      who
      may claim through or under Mortgagor, waives any and all right to have the
      property and estate comprising the Premises marshaled upon any foreclosure
      of
      the lien hereof, and Lender or any court having jurisdiction to foreclose said
      lien may sell the Premises in part or as an entirety.

     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


     

    ARTICLE
      III

    


    Section
      3.1. Waivers;
      Remedies Cumulative; Etc.
      No
      waiver of any default in the performance of any covenant contained herein or
      in
      any obligation secured hereby shall at any time thereafter be held to be a
      waiver of any rights of the holder of the Note hereunder or under any of the
      Loan Documents, nor shall any waiver of a prior default operate to waive any
      subsequent default or defaults. All remedies provided for herein and in the
      Note
      and in the Loan Documents are cumulative and may, at the election of the holder
      of the Note, be exercised alternatively, successively or in any other manner
      and
      are in addition to any other rights provided by law or in equity.

     

    Section
      3.2. Headings.
      The
      headings of the sections, paragraphs and subdivisions of this Mortgage are
      for
      the convenience of reference only, are not to be considered a part hereof,
      and
      shall not limit or otherwise affect any of the terms hereof

     

    Section
      3.3. Invalid
      Provisions to Affect No Others.
      It is
      agreed that nothing herein contained nor any transaction related thereto shall
      be construed or so operate as to require Mortgagor to pay interest at a rate
      greater than it is lawful in such case to contract for, or to make any payment
      or to do any act contrary to law. If the fulfillment of any provision hereof
      or
      any transaction related hereto or to the Note, at the time performance of such
      provisions shall be due, shall involve transcending the limit of validity
      prescribed by law, then ipso facto, the obligation to be fulfilled shall be
      reduced to the limit of such validity; and if any clause or provision herein
      contained operates or would prospectively operate to invalidate this Mortgage
      in
      whole or in part, then such clause or provision only shall be held for naught,
      as though not herein contained, and the remainder of this Mortgage shall remain
      operative and in full force and effect.

     

    Section
      3.4. Number
      and Gender, Construction.
      Whenever the singular or plural number, masculine or feminine or neuter gender
      is used herein, it shall equally include the others, as appropriate. Use of
      the
      terms “hereof’, “herein”, “hereunder” or words of similar import in this
      Mortgage shall refer to this Mortgage as a whole and not to any particular
      Section or provision of this Mortgage unless otherwise expressly provided.
      Use
      of the term “person” in this Mortgage shall refer to and mean any natural
      person, entity, corporation, association, firm, partnership or governmental
      authority.

     

    Section
      3.5. Changes.
      Neither
      this Mortgage nor any term hereof may be waived, changed, discharged or
      terminated except by an instrument in writing signed by the party against which
      enforcement of the change, waiver, discharge or termination is
      sought.

     

    Section
      3.6. Governing
      Law and Construction.
      This
      Mortgage and the Note secured hereby shall be governed by, and construed and
      enforced in accordance with, internal laws (and not the law of conflicts) of
      the
      State of Florida.

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    Section
      3.7. Greater
      Estate.
      In the
      event that prior to the satisfaction of the indebtedness and the cancellation
      of
      this Mortgage of record, Mortgagor obtains a fee estate to such portion of
      the
      Land in which Mortgagor presently holds only a leasehold interest, then such
      fee
      estate shall automatically, and without further action of any kind on the part
      of Mortgagor, be and become subject to the lien of this Mortgage.

     

    Section
      3.8. Notice.
      Except
      as otherwise contemplated herein or required by statute, all notices, demands
      and other communications which are permitted or required under this Mortgage
      shall be in writing and signed by the party giving the same, and shall be
      delivered personally, sent by overnight courier, or sent by certified or
      registered United States mail, return receipt requested, postage prepaid, to
      the
      other party at the address set forth below:

     

    
      	
              To
                Mortgagor:

            	
              West
                Villas, Inc.

              Orlando
                Tennis Village, Inc.

              Maingate
                Towers, Inc.

              2462
                Sand Lake Road

              Orlando,
                FL 32809

               

            
	
              With
                a copy to:

            	
               _________________________________

               _________________________________

               _________________________________

               

            
	
              To
                Lender:

            	
              Stanford
                International Bank, Ltd.

              Attention: James
                M. Davis, CFO

              6075
                Poplar Avenue

              Memphis,
                Tennessee 38119

            


    

    


    or
      to
      such other address within the continental United States as may be from time
      to
      time designated by the parties. Each such notice or communication shall be
      deemed to have been given on the date of personal delivery, upon receipt if
      sent
      by overnight courier or three (3) days after the date of mailing, as the case
      may be.

     

    Section
      3.9. Time
      is of the Essence.
      It is
      specifically agreed that time is of the essence of the performance by Mortgagor
      of the obligations of Mortgagor under this Mortgage.

     

    Section
      3.10. Binding
      on Successors and Assigns.
      This
      Mortgage and all provisions hereof shall extend to and be binding upon Mortgagor
      and all persons claiming under or through Mortgagor, and the word “Mortgagor”
when
      used herein shall include all such persons and all persons liable for the
      payment of the indebtedness or any part thereof, whether or not such persons
      shall have executed the Note or this Mortgage. The word “Lender”
when
      used herein shall include the successors and assigns of Lender named
      herein.

     

    Section
      3.11. WAIVER
      OF RIGHT TO JURY TRIAL.
      MORTGAGOR AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
      THE
      RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THE NOTE,
      THIS
      MORTGAGE, ANY OF THE OTHER LOAN DOCUMENTS, OR ANY COURSE OF DEALING, COURSE
      OF
      CONDUCT, STATEMENTS (WHETHER VERBAL OR WRITTEN),
      OR ACTIONS OF MORTGAGOR OR LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT
      FOR
      LENDER EXTENDING CREDIT TO MORTGAGOR.

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, Mortgagor has caused this Mortgage to be duly as of the day
      and
      year first above written.

    


    
      	
              EXECUTED
                IN THE PRESENCE OF:

               

              ________________________

              (Signature)

               

              ________________________

              (Printed
                Name)

               

              ________________________

              (Signature)

               

              ________________________

              (Printed
                Name)

               

               

               

            	 	
              WEST
                VILLAS, INC.,
                a
                Florida corporation

               

               

              By:__________________________________       

              Michael
                D. Crosbie

              Authorized
                Agent

               

            
	
               

              
                ________________________

                (Signature)

                 

                ________________________

                (Printed
                  Name)

                 

                ________________________

                (Signature)

                 

                ________________________

                (Printed
                  Name)

                 

              

               

            	 	
              ORLANDO
                TENNIS VILLAGE, INC., a
                Florida corporation

               

               

               

               

              
                By:__________________________________       
Michael
                D. Crosbie

              Authorized
                Agent

               

            
	
               

               

              ________________________

              
                (Signature)

                 

                ________________________

                (Printed
                  Name)

                 

                ________________________

                (Signature)

                 

                ________________________

                (Printed
                  Name)

                 

              

            	 	
              MAINGATE
                TOWERS, INC.,
                a
                Florida corporation

               

               

              
                By:__________________________________       
Michael
                D. Crosbie

              Authorized
                Agent

               

            


    

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
               

              STATE
                OF FLORIDA

              COUNTY
                OF _________________   

            	 
	
              The
                foregoing instrument was acknowledged before me this ____ day of
                March,
                2007, by Michael D. Crosbie, as Authorized Agent for WEST
                VILLAS, INC.,
                a
                Florida corporation, on behalf of the corporation, who is personally
                known
                to me or has produced ___________ (state) driver’s license or
                ___________________________as
                identification.

            
	
              My
                Commission Expires:

               

              (AFFIX
                NOTARY SEAL)

            	
              _________________________________

              Notary
                Public (Signature)

              _________________________________

              (Printed
                Name)

            


    

    


    


    
      	
              STATE
                OF FLORIDA

              COUNTY
                OF _________________    

            	 
	
              The
                foregoing instrument was acknowledged before me this ____ day of
                March,
                2007, by Michael D. Crosbie, as Authorized Agent for ORLANDO
                TENNIS VILLAGE, INC., a
                Florida corporation, on behalf of the corporation, who is personally
                known
                to me or has produced ___________ (state) driver’s license or
                ______________________as
                identification.

            
	
              My
                Commission Expires:

               

              (AFFIX
                NOTARY SEAL)

            	
              
                _________________________________

                Notary
                  Public (Signature)

                _________________________________

                (Printed
                  Name)

              

            


    

    


    


    
      	
              STATE
                OF FLORIDA

              COUNTY
                OF __________________    

            	 
	
              The
                foregoing instrument was acknowledged before me this ____ day of
                March,
                2007, by Michael D. Crosbie, as Authorized Agent for MAINGATE
                TOWERS, INC.,
                a
                Florida corporation, on behalf of the corporation, who is personally
                known
                to me or has produced ___________ (state) driver’s license
                or __________________________ 
                as
                identification.

            
	
              My
                Commission Expires:

               

              (AFFIX
                NOTARY SEAL)

            	
              
                _________________________________

                Notary
                  Public (Signature)

                _________________________________

                (Printed
                  Name)

              

            


    

    
 


    
      
        
           

        

        
        

      

      
        25

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

    


    


    LEGAL
      DESCRIPTION 

    


    


    Starting
      at the Northwest corner of Section 36, Township 25 South, Range 26 East, Polk
      County, Florida, run South along the West Section line of said Section 36,
      a
      distance of 1326.97 feet to the Point of Beginning; thence run East along a
      line
      parallel to the North boundary line of said Section, a distance of 1301.71
      feet;
      thence run South along a line parallel to the West boundary line of said
      Section, a distance of 664.64 feet; thence run West to a point on the West
      boundary line of said Section 665.30 feet South of the Point of Beginning;
      thence run South on the West boundary line of said Section a distance of 1650
      feet; thence run West along a line parallel to the North boundary line of
      Section 35, Township 25 South, Range 26 East, a distance of 1390 feet; thence
      run North along a line parallel to the East boundary line of said Section a
      distance of 1650 feet; thence run East along a line parallel to the North
      boundary line of said Section a distance of 730 feet; thence run North along
      a
      line parallel to the East boundary line of said Section a distance of 335.30
      feet; thence run East along a line parallel to the North boundary line of said
      Section a distance of 330 feet; thence run North along a line parallel to the
      East boundary line of said Section a distance of 330 feet; thence run East
      along
      a line parallel to the North boundary line of said Section to the Point of
      Beginning.

    


    


    LESS
      AND
      EXCEPT

    Green
      Swamp Parkway

    A
      road
      right-of-way, 80.00 feet in width being 40.00 feet each side of the following
      described centerline:

    


    Commence
      at the Northwest corner of the Southwest 1⁄4 of the Northwest 1⁄4 of Section 36,
      Township 25 South, Range 26 East, Polk County, Florida, said point also being
      the Southwest corner of FOUR CORNERS PHASE TWO, as recorded in Plat Book 127,
      Page 14, of the Public Records of Polk County, Florida; thence North 89 degrees
      54 minutes 12 seconds East along the South line of said FOUR CORNERS PHASE
      TWO,
      867.48 feet to the Point of Beginning; thence South 00 degrees 00 minutes 00
      seconds West, 150.41 feet to the Point of Curvature of a Curve to the left
      having a radius of 1163.96 feet and a central angle of 25 degrees 11 minutes
      00
      seconds; thence Southeasterly along said curve 511.60 feet to the Point of
      Tangency; thence South 25 degrees 11 minutes 00 seconds West, 47.23 feet to
      the
      North line of PINES WEST PHASE 1, as recorded in Plat Book 114, Page 29, of
      the
      Public Records of Polk County, Florida, and the end of said
      right-of-way.

     

    
      ALSO
        LESS
        AND EXCEPT

      Harrell
        Road

      


      Begin
        at
        the Northwest corner of PINES WEST PHASE 3, as recorded in Plat Book 124,
        Page
        19, of the Public Records of Polk County, Florida; thence South 00 degrees
        01
        minutes 10 seconds West along the West line of said PINES WEST PHASE 3, a
        distance of 30.00 feet thence South 89 degrees 54 minutes 12 seconds West,
        392.22 feet, thence North 00 degrees 00 minutes 00 seconds East, 30.00 feet
        to
        the South line of FOUR CORNERS PHASE 2, as recorded in Plat Book 127, Page
        14,
        of the Public Records of Polk County, Florida; thence North 89 degrees 54
        minutes 12 seconds East, along said South line 394.23 feet to the Point of
        Beginning.

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      B

    


    


    PERMITTED
      EXCEPTIONS

    


    


    This
      Exhibit B is attached to a certain Mortgage by and between WEST VILLAS,
      INC.,
      a
      Florida corporation, ORLANDO TENNIS VILLAGE, INC.,
      a
      Florida corporation and MAINGATE TOWERS, INC.,
      a
      Florida corporation (collectively, “Mortgagor”) and STANFORD VENTURE CAPITAL
      HOLDINGS, INC.,
      a
      Delaware corporation (“Lender”), securing that certain Promissory Note of even
      date herewith executed by Mortgagor in the amount of $10,000,000.00 dated as
      of
      the date hereof.

    


    Those
      exceptions set forth in Schedule B of that certain policy of title insurance
      issued to Lender by Fidelity National Title Insurance Company on or about the
      date hereof pursuant to commitment number CD07-111218.

     

     

    
      
        
        

      

      
        B-1