Fourth Renewed, Amended and Increased Promissory Note issued by Reedy Creek
      Development Company, LLC


    
      

    

    Exhibit
      10.132

     

     

    
 

    RENEWING,
      RESTATING, AMENDING AND INCREASING THE UNPAID PRINCIPAL BALANCE UNDER: (A)
      THAT
      CERTAIN THIRD RENEWED,
      AMENDED AND INCREASED PROMISSORY NOTE
      FROM BORROWER TO LENDER DATED DECEMBER 22, 2006 IN THE ORIGINAL PRINCIPAL AMOUNT
      OF $13,420,000.00 (THE “ORIGINAL NOTE”), WHICH NOTE HAS A CURRENT OUTSTANDING
      PRINCIPAL BALANCE OF $13,420,000.00, WHICH NOTE IS HEREBY CONSOLIDATED, AMENDED,
      RESTATED AND RENEWED WITH A FUTURE ADVANCE HEREUNDER IN THE AMOUNT OF
      $1,880,000.00. DOCUMENTARY STAMP TAXES AND INTANGIBLE TAXES WERE PAID IN FULL
      ON
      THE NOTE HEREBY RENEWED AND ARE BEING PAID IN FULL ON THE FOREGOING FUTURE
      ADVANCE AMOUNT IN CONNECTION WITH THE RECORDATION OF A MORTGAGE MODIFICATION
      AGREEMENT AND FUTURE ADVANCE CERTIFICATE IN CONNECTION
      HEREWITH.

    


    FOURTH
      RENEWED, AMENDED AND INCREASED PROMISSORY NOTE

    


    
      
        	$16,300,000.00	
                JANUARY
                  31, 2007

                MIAMI,
                  Florida

              


      

    

    


    FOR
      VALUE
      RECEIVED, REEDY
      CREEK ACQUISITION COMPANY, LLC,
      a
      Florida limited liability company (the "Borrower"), with its principal address
      at 2460 Sand Lake Road, Orlando, Florida 32809, unconditionally promises to
      pay
      to the order of STANFORD
      INTERNATIONAL BANK, LTD., (the
      "Lender"), having an office at No. 11, Provilian Drive, St. Johns, Antigua,
      West
      Indies, the principal amount of FIFTEEN
      MILLION THREE HUNDRED THOUSAND AND NO/100THS ($15,300,000.00)
      DOLLARS,
      or so
      much thereof as the Lender advances to the Borrower, pursuant hereto, together
      with interest on the unpaid principal balance from time to time outstanding
      under this promissory note (this "Note"), at the Applicable Interest Rate,
      as
      defined hereinafter, compounding on the basis of a 360-day year for the actual
      number of days elapsed from the date hereof through, until and including the
      Applicable Maturity Date at which time the unpaid principal balance and all
      accrued and unpaid interest shall become due and payable, if the same had not
      become due and payable prior to said date.

     

    The
      principal amount of EIGHT
      MILLION AND NO/100THS ($8,000,000.00)
      DOLLARS
      (the
“Initial Indebtedness”) together with all accrued and unpaid interest hereunder
      and under the Original Note on the Initial Indebtedness at the rate of eight
      percent (8.00%) per annum (the “Initial Indebtedness Rate”) shall be due and
      payable on June 30, 2007 (the “Initial Indebtedness Maturity Date”).


    


    The
      principal amount of SEVEN
      MILLION THREE HUNDRED THOUSAND AND NO/100THS ($7,300,000.00)
      DOLLARS
      (the
“Future Advance Indebtedness”) together with all accrued and unpaid interest on
      the Future Advance Indebtedness at the rate of twelve percent (12.00%) per
      annum
      (the “Future Advance Indebtedness Rate”) from the date hereof through, until and
      including June 30, 2007 (the “Future Advance Maturity Date”) at which time the
      entire unpaid principal balance and all accrued and unpaid interest shall become
      due and payable, if the same had not become due and payable prior to said date.
      

    


    Interest
      on the Initial Indebtedness and the Future Advance Indebtedness shall be payable
      to Lender on January 10, 2007 and April 10, 2007 (each such date is called
      a
      "Payment Date").

     

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    The
      term
“Applicable Interest Rate” as to the Initial Indebtedness shall mean and refer
      to the Initial Indebtedness Rate, and as to the Future Advance Indebtedness,
      shall mean and refer to the Future Advance Indebtedness Rate.

    


    The
      term
“Applicable Maturity Date” as to the Initial Indebtedness shall mean and refer
      to the Initial Indebtedness Maturity Date, and as to the Future Advance
      Indebtedness, shall mean and refer to the Future Advance Maturity
      Date.

    


    Upon
      the
      happening of an Event of Default, as defined hereunder and in the Mortgage
      (defined below), the Borrower also promises to pay (a) interest on the Initial
      Indebtedness at the highest rate of interest allowed under the laws of the
      State
      of Florida, and interest on the Future Advance Indebtedness at fifteen percent
      (15.00%) per annum.

    


    All
      payments of interest and of principal shall be payable in lawful money of the
      United States of America in immediately available funds at
      __________________________________(or such other place as Lender may designate),
      without setoff, counterclaim or deduction of any kind. Each payment hereunder
      shall first be applied to accrued and unpaid interest and then in reduction
      of
      the outstanding Initial Indebtedness principal balance, unless other costs
      and
      charges are payable pursuant to the terms of this Note or any of the Loan
      Documents (as hereinafter defined), in which event, in Lender's sole discretion,
      such costs and charges shall first be paid. This Note shall be construed and
      enforced in accordance with Florida law (the "Applicable Law").

    


    If
      any
      payment of interest or principal hereunder is not received by Lender within
      five
      (5) days after its due date, Borrower shall pay Lender a late charge equal
      to
      five percent (5.00%) of the overdue payment.

    


    All
      parties liable for the payment of this Note agree to pay all costs and expenses
      incurred by Lender, including reasonable attorneys' fees and legal costs and
      expenses, in collecting any sums due under this Note or in enforcing the terms
      and conditions of the Note and any of the Loan Documents (as the term is
      hereafter defined), whether for services incurred in collection, litigation
      proceedings at pre-trial, trial and appellate levels, bankruptcy proceedings
      or
      otherwise.

    


    The
      payment of this Note is secured and governed by, among other things, a Mortgage
      and Security Agreement (the "Mortgage”) recorded in Official Records Book 2855,
      at Page 1243 of the Public Records of Osceola County, Florida, as amended by
      that certain Mortgage Modification Agreement and Future Advance Certificate
      made
      as of January 5, 2006 and recorded on January 18, 2006 in Official Records
      Book
      3034, at Page 2915 of the Public Records of Osceola County, as further amended
      by that certain Second Mortgage Modification Agreement and Future Advance
      Certificate made as of November 22, 2006 and recorded on December 1, 2006 in
      Official Records Book 3345, at Page 2054 of the Public Records of Osceola
      County, and as further amended by that certain Third Mortgage Modification
      Agreement and Future Advance Certificate made as of December 22, 2006 and
      recorded in the Public Records of Osceola County.

    


    This
      Note, the Mortgage and any other agreement or instrument now or hereafter
      executed in connection with the indebtedness evidenced by this Note are herein
      referred to collectively as the "Loan Documents". Any default by Borrower under
      the terms and conditions of any of the Loan Documents shall constitute a default
      hereunder.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Any
      notice, consent, approval or communication given pursuant to the provisions
      of
      this Note shall (except where otherwise permitted by this Note) be in writing
      and shall be (a) delivered by hand, (b) mailed by certified mail or registered
      mail, return receipt requested, postage prepaid, or (c) delivered by a
      nationally recognized overnight courier, U. S. Post Office Express Mail, or
      similar overnight courier which delivers only upon signed receipt of the
      addressee. The time of the giving of any notice shall be the time of receipt
      thereof by the addressee or any agent of the addressee, except that in the
      event
      the addressee or such agent of the addressee shall refuse to receive any notice
      given as above provided or there shall be no person available at the time of
      delivery thereof to receive such notice, the time of the giving of such notice
      shall be the time of such refusal or the time of such delivery, as the case
      may
      be. Such notices shall be given to the Borrower and the Lender at the addresses
      provided in the Mortgage.

    


    Upon
      the
      happening of any of the following events, or upon the occurrence of an "Event
      of
      Default" (as the term is defined in the Mortgage), each of which shall
      constitute a default hereunder, and after the Borrower has received notice
      and
      has had an opportunity to cure within the time and in the manner provided in
      the
      Mortgage, the Lender may elect to pursue any remedy provided in the Mortgage,
      and all liabilities of the Borrower to Lender, whether or not evidenced by
      this
      Note, shall thereupon or thereafter at the option of the Lender without notice
      or demand become due and payable: (a) failure of any Borrower, endorser, surety
      or guarantor ("Obligor") to perform any agreement hereunder or to pay in full,
      when due, any indebtedness or liability whatsoever to Lender or any installment
      thereof or interest thereon; (b) the death of any Obligor which, in the Lender's
      sole discretion, has a material adverse effect on the Borrower's ability to
      perform or pay hereunder; (c) the filing of any petition under the Bankruptcy
      Act, or any similar federal, or state statute, by or against any Obligor which
      has not be cured in the manner or within the time provided in the Mortgage;
      (d)
      an application for the appointment of a receiver for the making of a general
      assignment for the benefit of creditors by, or the insolvency of, any Obligor,
      which has not been cured in the manner or within the time provided in the
      Mortgage; (e) a default by Obligor under any of the Loan Documents after written
      notice, if required, and passage of all period of grace, if any; (f) an Obligor
      admits in writing that he/she/it is unable to pay his/her/its debts as they
      mature or become due; or (g) that any warranty, representation, certification
      or
      statement of any Obligor (whether contained in this Note or not) pertaining
      to
      or in connection with this Note or the loan evidenced by this Note is not
      materially true.

    


    The
      remedies of Lender as provided herein and any of the Loan Documents shall be
      cumulative and concurrent and may be pursued singly, successively, or together
      at the sole discretion of Lender and may be exercised as often as occasion
      therefore shall arise. The acceptance by Lender of any payment under this Note
      which is less than the amount then due or the acceptance of any amount after
      the
      due date thereof, shall not be deemed a waiver of any right or remedy available
      to Lender nor nullify the prior exercise of any such right or remedy by Lender.
      None of the terms or provisions of this Note may be waived, altered, modified
      or
      amended except by a written document executed by Lender and the Borrower, and
      then only to the extent specifically recited therein. No course of dealing
      or
      conduct shall be effective to waive, alter, modify or amend any of the terms
      or
      provisions hereof. The failure or delay to exercise any right or remedy
      available to Lender shall not constitute a waiver of the right of the Lender
      to
      exercise the same or any other right or remedy available to Lender at that
      time
      or at any subsequent time.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    Nothing
      herein contained, nor in any instrument or transaction related hereto, shall
      be
      construed or so operate as to require Borrower, or any person liable for the
      repayment of the loan evidenced by this Note, to pay interest in an amount
      or at
      a rate greater than the highest rate permissible under Applicable Law as amended
      from time to time. Should any interest payment or other payment of the loan
      evidenced by this Note result in the computation or earning of interest in
      excess of the highest rate permissible under Applicable Law, then any and all
      such excess shall be and the same is hereby waived by Lender, and all such
      excess shall be credited by Lender against the unpaid principal balance of
      this
      Note or paid by Lender to Borrower or to any parties liable for the repayment
      of
      the loan evidenced by this Note, in the sole discretion of Lender. It is the
      intent of the parties hereto that neither Borrower, nor any parties liable
      for
      the repayment of the loan evidenced by this Note, shall be required to pay
      interest in excess of the highest rate permissible under Applicable Law as
      amended from time to time.

    


    If
      any
      provision of this Note or any of the Loan Documents shall be deemed invalid,
      illegal or unenforceable under Applicable Law, such invalidity, illegality
      or
      unenforceability shall not affect any other provision (or remaining part of
      the
      affected provision) of this Note or any of the Loan Documents and this Note
      and
      the other Loan Documents shall be construed as if such invalid, illegal or
      unenforceable provision (or part thereof) had not been contained in this Note
      and other Loan Documents.

    


    To
      the
      fullest extent permitted by law, Borrower and all sureties, endorsers and
      guarantors of this Note, if any, hereby (a) waive demand, presentment for
      payment, notice of nonpayment, protest, notice of protest, and all other notice,
      filing of suit, and diligence in collecting this Note, in enforcing any of
      the
      security rights set forth in the Loan Documents or in proceeding against any
      of
      the property or collateral encumbered by the Loan Documents, (b) agree to any
      substitution, exchange, addition, or release of any such property or collateral
      or the addition or release of any party or person primarily or secondarily
      liable thereon, (c) waive any right to immunity from any action or proceeding
      brought in connection with this Note or any instrument securing it and waive
      any
      immunity or exemption of any property, wherever located, from garnishment,
      levy,
      execution, seizure or attachment prior to or in execution of judgment, or sale
      under execution or other process for the collection of debts; (d) waive any
      right to interpose any setoff or counterclaim or to plead any statute of
      limitations as a defense in any such action or proceeding, and waive all
      statutory provisions and requirements for the benefit of Borrower, now or
      hereafter in force; (e) agree that Lender shall not be required first to
      institute any suit or to exhaust its remedies against Borrower or any other
      person or party liable hereunder in order to enforce payment for this Note;
      (f)
      consent to any extension, rearrangement, renewal, or postponement of time of
      payment of this Note and to any other indulgency with respect thereto without
      notice, consent or consideration to any of them; and, (g) agree that,
      notwithstanding the occurrence of any of the foregoing (except the express
      written release by Lender of any such person), they shall be and remain jointly
      and severally, directly, and primarily liable for all sums due under this Note,
      and the Loan Documents.

    


    All
      payments provided for in this Note shall be made free and clear of any
      deductions for any present or future taxes or other charges imposed at any
      time
      by any government or political subdivision or taxing authority, except federal,
      state and local income taxes, (such charges being hereinafter referred to as
      "Taxes"). If any Taxes are imposed or required to be withheld from any payment
      hereunder, Borrower shall (a) increase the amount of such payment so that Lender
      will receive a net amount (after deduction of all Taxes) equal to the amount
      due
      hereunder and (b) pay all Taxes to the appropriate taxing authority
      for the account of Lender and, as promptly as possible thereafter, send Lender
      an original receipt showing payment thereof, together with such additional
      documentary evidence as Lender may from time to time require. Borrower shall
      indemnify Bank from and against any and all Taxes (irrespective of when imposed)
      and any related interest and penalties that may become payable by Lender as
      a
      consequence of Borrower's failure to perform any of its obligations under the
      preceding sentence.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    


    Whenever
      used in this Note, the singular number shall include the plural, the plural
      shall include the singular, and the masculine shall include the feminine and
      the
      neuter, and the words "Borrower" and "Lender" shall be deemed to include all
      persons named as Borrower and Lender in the opening paragraph of this Note
      and
      their respective successors and assigns, if any. It is expressly understood
      and
      agreed that Lender shall never be construed for any purpose as a partner, joint
      venturer, co-principal, or associate of Borrower, or of any person or party
      claiming by, through, or under Borrower.

    


    BORROWER
      AND ALL SURETIES, ENDORSERS AND GUARANTORS OF THIS NOTE, IRREVOCABLY AGREE
      THAT
      ANY ACTION OR PROCEEDING ARISING HEREUNDER OR RELATING HERETO THAT IS BROUGHT
      BY
      BORROWER SHALL BE TRIED BY THE COURTS OF THE STATE OF FLORIDA SITTING IN PALM
      BEACH COUNTY, OR THE UNITED STATES DISTRICT COURTS SITTING THERE. BORROWER
      AND
      ALL SURETIES, ENDORSERS AND GUARANTORS, IRREVOCABLY SUBMIT, IN ANY SUCH ACTION
      OR PROCEEDING THAT IS BROUGHT BY LENDER, TO THE NON-EXCLUSIVE JURISDICTION
      OF
      EACH SUCH COURT, IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM WITH
      RESPECT TO ANY SUCH ACTION OR PROCEEDING, AND AGREE THAT SERVICE OF PROCESS
      IN
      ANY SUCH ACTION OR PROCEEDING MAY BE MADE UPON SUCH BORROWER BY MAILING A COPY
      THEREOF TO SUCH PERSONS AT SUCH BORROWER'S ADDRESS SET FORTH HEREIN (AS WELL
      AS
      BY ANY OTHER LAWFUL METHOD).

    


    LENDER
      AND BORROWER AND ALL SURETIES, ENDORSERS AND GUARANTORS OF THIS NOTE HEREBY
      KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A
      TRIAL BY JURY AND TO BRING ANY ACTION IN THE NATURE OF A PERMISSIVE COUNTERCLAIM
      WITH RESPECT TO ANY LITIGATION BASED HEREON OR ON ANY OF THE LOAN DOCUMENTS,
      OR
      ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT
      CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT,
      COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE
      PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO
      THE LOAN TRANSACTION EVIDENCED BY THIS NOTE AND THE LOAN DOCUMENTS.

    


    


    


    



    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
 

    Dated
      and
      executed this 31st
      day of
      January, 2007.

    


    
      	 	 	
               

              BORROWER:

            
	 	 	
               

              REEDY
                CREEK ACQUISITION COMPANY, LLC,

              a
                Florida limited liability company 

            
	 	 	
               

               

              By:
                /s/ Malcolm J.
                Wright                                    
                

              Malcolm
                J. Wright, its Manager