March 2007 -- $10,000,000 Credit Agreement with Stanford International Bank,
      Ltd.

EXHIBIT
    10.137
    CREDIT
      AGREEMENT

    


    $10,000,000
      Credit Facility

    


    by
      and among

    


    AMERICAN
      LEISURE HOLDINGS, INC.,

    a
      Nevada corporation

    “Borrower”

    


    and

    


    STANFORD
      INTERNATIONAL BANK, LTD., 

    a
      corporation organized under the laws of Antigua and
      Barbuda

    “Lender”

    


    


    


    


    Dated
      as of March __ , 2007

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    CREDIT
      AGREEMENT

    


    


    THIS
      CREDIT AGREEMENT (this “Agreement”),
      dated
      as of March __, 2007, is made by and between AMERICAN
      LEISURE HOLDINGS, INC.,
      a
      Nevada corporation (“Borrower”)
      and
STANFORD
      INTERNATIONAL BANK, LTD., a
      corporation organized under the laws of Antigua and Barbuda (“Lender”).

     

    WITNESSETH

     

    WHEREAS,
      Borrower and certain of its Affiliates (collectively, the “TDS
      Group”)
      are
      constructing a residential development known as “Tierra del Sol Resort Phase II”
(the “Phase
      II Project”)
      on
      certain real property owned in fee simple by Tierra del Sol Resort (Phase 2),
      Ltd., a Florida limited partnership, Costa Blanca II Real Estate LLC, a Florida
      limited liability company, Costa Blanca III Real Estate LLC, a Florida limited
      liability company, TDS Town Homes (Phase 2), LLC, a Florida limited liability
      company and TDS Clubhouse, Inc., a Florida corporation (collectively,
“Phase
      II Owner”)
      in
      Polk County, Florida, as more particularly described on Exhibit A
      attached
      hereto (the “Phase
      II Property”);
      

     

    WHEREAS,
      the
      Phase II Project is part of a two-phase residential development project
      currently under development by the TDS Group, known as “Tierra del Sol” (the
“Tierra
      del Sol Project”);
      

     

    WHEREAS,
      KeyBank
      National Association, a national banking association (“KeyBank”)
      has
      agreed to provide financing for the Phase II Project pursuant to certain
      agreements dated as of December 29, 2005 between KeyBank and the TDS Group;
      

     

    WHEREAS,
      additional funding is necessary to complete the construction and development
      of
      the Phase II Project, and for other operating costs of Borrower;

     

    WHEREAS,
      Borrower has applied to Lender for a loan in the amount of up to TEN MILLION
      AND
      NO/100 DOLLARS ($10,000,000.00) to be used to finance certain construction
      and
      development costs of the Phase II Project, for operating costs and expenses
      to
      be incurred by Borrower and for certain other purposes approved by Lender (the
      “Loan”),
      and
      Lender is willing to make the Loan to Borrower on the terms and subject to
      the
      conditions hereinafter set forth;

     

    WHEREAS,
      Orlando
      Tennis Village, Inc., a Florida corporation, Maingate Towers, Inc., a Florida
      corporation and West Villas, Inc., a Florida corporation (collectively,
“Preserve
      Property Owner”)
      are
      each an Affiliate of Borrower and Phase II Property Owner, and Preserve Property
      Owner will benefit from the making of the Loan by Lender to Borrower and the
      construction of the Phase II Project;

     

    WHEREAS,
      Preserve Property Owner is the fee simple owner of certain real property located
      in Polk County, Florida, as more particularly described on Exhibit
      B
      attached
      hereto (the “Preserve
      Property”);
      

    


    WHEREAS,
      as
      an
      inducement to Lender to make the Loan to Borrower, Preserve Property Owner
      has
      agreed to grant to Lender, as security for the repayment of the Loan and the
      other
      Obligations, a second priority mortgage lien on the Preserve Property, as more
      particularly described herein; 

     


    
      
        
        

      

      
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    WHEREAS,
      Phase
      II Property Owner will benefit, directly and indirectly, from the making of
      the
      Loan by Lender to Borrower and the construction of the Phase II Project;
      and

     

    WHEREAS,
      as
      an
      inducement to Lender to make the Loan to Borrower, Phase II Property Owner
      has
      agreed to grant to Lender, as security for the repayment of the Loan and the
      other Obligations, a second priority mortgage lien on the Phase II Property,
      as
      more particularly described herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants and agreements set forth
      herein, and other good and valuable consideration exchanged between the parties,
      the receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

     

    ARTICLE
      I

     

    


     

    DEFINITIONS

     

    Section
      1.1 Definitions.
      In
      addition to terms defined elsewhere in this Agreement, the following terms
      have
      the meanings indicated which meanings shall be equally applicable to both the
      singular and the plural forms of such terms:

     

    1.1.1 “Advances”
shall
      mean advances of the Loan proceeds subject to the terms and conditions of this
      Agreement.

     

    1.1.2 “Affiliate”
shall
      mean any Person (other than a Subsidiary) which directly or indirectly through
      one or more intermediaries controls, or is controlled by or is under common
      control, with such named Person, or 5% or more of the equity interest of which
      is held beneficially or of record by such named Person or a Subsidiary of such
      Person. The term “control” means the possession, directly of indirectly, of the
      power to cause the direction of the management and policies of a Person, whether
      through the ownership of voting securities, by contract or otherwise.


     

    1.1.3 “Agreement”
shall
      mean this Credit Agreement, as the same may from time to time be
      amended.

     

    1.1.4 “Applicable
      Rate”
shall
      mean a rate per annum equal to ten percent (10%). 

     

    1.1.5 “Borrower”
shall
      have the meaning assigned to that term in the introduction to this
      Agreement.

     

    1.1.6 “Business
      Day”
shall
      mean a day on which commercial banks are open for business in the state of
      Florida.

     

    1.1.7 “Closing
      Date”
shall
      mean the date of this Agreement.

     


    
      
        
        

      

      
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    1.1.8 “Code”
shall
      mean the Internal Revenue Code of 1986 as amended from time to time, and the
      regulations and published interpretations thereof.

     

    1.1.9 “Commission”
shall
      mean the Securities and Exchange Commission.

     

    1.1.10 “Default”
shall
      mean any event which, with the lapse of time, the giving of notice, or both,
      would become an Event of Default.

     

    1.1.11 “Default
      Rate”
shall
      mean a rate per annum equal to fifteen percent (15%).

     

    1.1.12 “Event
      of Default”
has
      the
      meaning assigned to that term in Section 7.1 hereof.

     

    1.1.13 “Exchange
      Act”
shall
      mean the Securities and Exchange Act of 1934, as amended.

     

    1.1.14 “First
      Mortgage”
shall
      mean (i) with respect to the Phase II Property, the mortgage securing the Phase
      II Senior Loan recorded in O.R. Book 6572, Page 642, of the Public
      Records of Polk County, Florida; and (ii) with respect to the Preserve Property,
      that certain mortgage in favor of Emmett J. Foster as trustee of the Emmett
      J.
      Foster Revocable Trust dated July 13, 1995 and RLK, L.L.C., a West Virginia
      limited liability company, recorded in O.R. Book 6845, Page 1210, of
      the Public Records of Polk County, Florida. 

     

    1.1.15 “Governmental
      Authority”
shall
      mean any court, board, agency, commission, office or authority of any nature
      whatsoever or any governmental unit (federal, state, county, district,
      municipal, city or otherwise) whether now or hereafter in
      existence.

     

    1.1.16 “Indebtedness”
of
      any
      Person shall mean (i) all indebtedness or liability for borrowed money or for
      the deferred purchase price of any property (including accounts payable to
      trade
      creditors under customary trade credit terms) or services for which the Person
      is liable as principal, (ii) all indebtedness (excluding unaccrued finance
      charges) secured by a Lien on property owned or being purchased by the Person,
      whether or not such indebtedness shall have been assumed by the Person, (iii)
      any arrangement (commonly described as a sale-and-leaseback transaction) with
      any financial institution or other lender or investor providing for the leasing
      to the Person of property which at the time has been or is to be sold or
      transferred by the Person to the lender or investor, or which has been or is
      being acquired from another Person, and (iv) all obligations of partnerships
      or
      joint ventures in respect of which the Person is primarily or secondarily liable
      as a partner or joint venturer or otherwise (provided that in any event for
      purposes of determining the amount of the Indebtedness, the full amount of
      such
      obligations, without giving effect to the contingent liability or contributions
      of other participants in the partnership or joint venture, shall be
      included).

     

    1.1.17 “Initial
      Advance”
shall
      have the meaning assigned to such term in Section 2.1 hereof. 

     


    
      
        
        

      

      
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    1.1.18 “Inventory”
shall
      mean any and all goods, supplies, wares, merchandise, and other tangible
      personal property, including raw materials, work in process, supplies and
      components, and finished goods, whether held for sale or otherwise or to be
      furnished under any contract for service, and also including any products of
      and
      accessions to inventory, packing and shipping materials, and all documents
      of
      title, whether negotiable or non-negotiable, representing any of the foregoing,
      and the insurance proceeds from any of the foregoing.

     

    1.1.19 “Investment
      Amount”
shall
      mean the aggregate amount of the Investments made to Borrower from the Permitted
      Other Investors. 

     

    1.1.20 “Investments”
shall
      mean, with respect to any Person, all advances, loans or extensions of credit
      to
      any other Person, all purchases or commitments to purchase any stock, bonds,
      notes, debentures or other securities of any other Person, and any investment
      in
      other Persons, including partnerships or joint ventures.

     

    1.1.21 “Legal
      Requirements”
shall
      mean all federal, state, county, municipal and other governmental statutes,
      laws, treaties, rules, orders, regulations, ordinances, judgments, decrees,
      injunctions, permits or requirements of Governmental Authorities affecting
      Borrower, Mortgaged Property Owner or the Mortgaged Property or any part thereof
      or the construction, use, alteration or operation thereof, or any part thereof,
      whether now or hereafter enacted and in force, and all permits, licenses and
      authorizations and regulations relating thereto, and all covenants, agreements,
      restrictions and encumbrances contained in any instruments, either of record
      or
      known to Borrower or Mortgaged Property Owner, at any time in force affecting
      the Mortgaged Property or any part thereof.

     

    1.1.22 “Lender”
has
      the
      meaning assigned to that term in the introduction to this
      Agreement.

     

    1.1.23 “Lien”
shall
      mean a mortgage, pledge, lien, hypothecation, assignment, security interest
      or
      other charge or encumbrance or any segregation of assets or revenues or other
      preferential arrangement (whether or not constituting a security interest)
      with
      respect to any present or future assets, including fixtures, revenues or rights
      to the receipt of income of the Person referred to in the context in which
      the
      term is used.

     

    1.1.24 “Loan”
has
      the
      meaning assigned to that term in the Recitals hereto.

     

    1.1.25 “Loan
      Documents”
shall
      mean, collectively, the documents and instruments listed in Section 2.2 hereof,
      the Security Documents and all the other documents and instruments entered
      into
      from time to time, evidencing or securing the Loan or any obligation of payment
      thereof or performance of Borrower’s or obligations in connection with the
      transaction contemplated hereunder, each as amended.

     

    1.1.26 “Material
      Adverse Change”
or
      “material
      adverse change”
shall
      mean, that, in Lender’s reasonable discretion, the business prospects,
      operations or financial condition of a person, entity or property has changed
      in
      a manner which could impair the value of Lender’s security for the Loan, prevent
      timely repayment of the Loan or otherwise
      prevent the applicable Person from timely performing any of its material
      obligations under the Loan Documents.


    
      
        
        

      

      
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    1.1.27 “Maturity
      Date”
shall
      mean the date that is twelve (12) months after the Closing Date. 

     

    1.1.28 “Mortgaged
      Property”
shall
      mean, individually and collectively, as the case may be: (i) initially and
      until
      such time as the Preserve Property Mortgage is released by Lender pursuant
      to
      Section 8.15 hereof or otherwise, the Preserve Property, and (ii) following
      the
      effectiveness of the Phase II Property Mortgage, the Phase II Property.


     

    1.1.29 “Mortgaged
      Property Owner”
shall

      mean, individually and collectively, as the case may be: (i) initially and
      until
      such time as the Preserve Property Mortgage is released by Lender pursuant
      to
      Section 8.15 hereof or otherwise, the Preserve Property Owner, and (ii)
      following the effectiveness of the Phase II Property Mortgage, the Phase II
      Property Owner. 

     

    1.1.30 “Note”
shall
      mean a promissory note, in the principal amount of $10,000,000.00, dated as
      of
      the date hereof and payable to the order of Lender evidencing the Loan, and
      any
      modifications, renewals, replacements or substitutions therefor made from time
      to time hereafter, and to the extent applicable.

     

    1.1.31 “Obligations”
shall
      mean the any and all liabilities, obligations, covenants, duties and debts,
      owing by Borrower to Lender, arising under this Agreement or any other Loan
      Document, including without limitation, all interest, charges, indemnities,
      expenses, fees, attorneys’ fees, filing fees and any other sums chargeable to
      Borrower hereunder or under any other Loan Document, or any other contractual
      agreement between Lender and Borrower.

     

    1.1.32 “Organizational
      Documents”
shall
      mean, as to any Person, its certificate of formation and operating agreement,
      its partnership agreement and certificate of limited partnership or doing
      business certificate, as applicable, its articles or certificate of
      incorporation and by laws, and/or the other organizational or governing
      documents of such Person. Organizational Documents of a Person shall include,
      to
      the extent applicable, incumbency certificates, resolutions, certificates of
      good standing and consents of members, partners or shareholders, as
      applicable.

     

    1.1.33 “Permitted
      Exceptions”
shall
      mean (i) with respect to the Phase II Property, those matters listed on
Exhibit
      C
      attached
      hereto and incorporated herein by reference to which title to the Phase II
      Property may be subject on the Closing Date, and thereafter such other title
      exceptions as Lender may reasonably approve in writing, and (ii) with respect
      to
      the Preserve Property, those matters listed on Exhibit
      D
      attached
      hereto and incorporated herein by reference to which title to the Preserve
      Project may be subject on the Closing Date, and thereafter such other title
      exceptions as Lender may reasonably approve in writing.

     


    
      
        
        

      

      
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    1.1.34 “Permitted
      Liens”
shall
      mean a mortgage, pledge, lien security interest or other charge or encumbrance
      or any segregation of assets or revenues or other preferential arrangement
      (whether or not constituting a security interest) with respect to any present
      or
      future assets, including fixtures, revenues or rights to the receipt of income
      of the Person referred to in the context in which the term is used which are
      permitted to exist under this Agreement.

     

    1.1.35 “Permitted
      Other Investors”
shall
      mean Malcolm J. Wright, Roger Maddock, shareholders of Borrower, other investors
      in Borrower, Phase II Property Owner, or the Phase II Project as of the Closing
      Date, and institutional lenders. “Permitted Other Investors” shall also include
      a company formed by such investors for the purpose of making Investments to
      Borrower, so long as the sole members or other equity holders in such company
      are Permitted Other Investors. 

     

    1.1.36 “Person”
shall
      mean any natural person, corporation, unincorporated organization, trust,
      joint-stock company, joint venture, association, company, partnership or
      government, or any agency or political subdivision of any government, or other
      entity of whatever nature.

     

    1.1.37 “Phase
      II Property Mortgage”
shall
      have the meaning assigned to such term in Section 2.10 hereof.

     

    1.1.38 “Phase
      II Property Security Documents”
shall
      have the meaning assigned to such term in Section 2.10 hereof. 

     

    1.1.39 Phase
      II Senior Lender”
shall
      mean KeyBank or such other lender from time to time which has made a loan to
      Borrower, Phase II Property Owner, or any of their Affiliates to finance the
      Phase II Project, which loan is secured by a first priority mortgage on the
      Phase II Property. 

     

    1.1.40 “Phase
      II Senior Lender Consent”
shall
      have the meaning assigned to that term in Section 4.11 hereof. 

     

    1.1.41 “Phase
      II Senior Loan”
shall
      mean the loan from Phase II Senior Lender to Borrower, Phase II Property Owner,
      or any of their Affiliates to finance the Phase II Project, which loan is
      secured by a first priority mortgage on the Phase II Property.

     

    1.1.42 “Preserve
      Property Owner”
shall
      have the meaning assigned to such term in the Recitals hereto. 

     

    1.1.43 “Preserve
      Property”
shall
      have the meaning assigned to such term in the Recitals hereto. 

     

    1.1.44 “Preserve
      Property Mortgage”
shall
      have the meaning set forth in Section 2.11 hereof.

     

    1.1.45 “Preserve
      Property Security Documents”
shall
      have the meaning assigned to such term in Section 2.11 hereof. 

     


    
      
        
        

      

      
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    1.1.46 “Second
      Advance”
shall
      have the meaning assigned to such term in Section 2.1 hereof. 

     

    1.1.47 “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended and the rules promulgated
      thereunder.

     

    1.1.48 “Security
      Documents”
shall
      mean, collectively, the Phase II Property Security Documents and the Preserve
      Property Security Documents. 

     

    1.1.49 “Side
      Agreement”
shall
      mean that certain side agreement dated as of the date hereof among Malcolm
      J.
      Wright, Roger Maddock and Lender regarding the Loan. 

     

    1.1.50 “Subsidiary”
shall
      mean any Person in which any Borrower or a Wholly-Owned Subsidiary may own,
      directly or indirectly, an equity interest of more than 50%, or which may
      effectively be controlled by any Borrower or a Wholly-Owned Subsidiary, during
      the term of this Agreement, as well as all Subsidiaries and other Persons from
      time to time included in the consolidated financial statements of
      Borrower.

     

    1.1.51 “Warrants”
shall
      have the meaning assigned to that term in Section 2.12 hereof. 

     

    1.1.52 “Wholly-Owned
      Subsidiary”
shall
      mean any Subsidiary, 100% of the outstanding capital stock of all classes of
      which is owned by Borrower and/or one or more Wholly-Owned
      Subsidiaries.

     

    Section
      1.2 Accounting
      Terms.
      Accounting terms not specifically defined in this Agreement shall have the
      meaning given to them under accounting principles and practices generally
      accepted in the United States, applied on a consistent basis with the financial
      statements referred to in Section 3.3 hereof, and shall be determined both
      as to
      classification of items and amounts in accordance therewith. All Subsidiaries
      shall be consolidated to the fullest extent permitted by such principles and
      practices, and any accounting terms, financial covenants and financial
      statements referred to herein shall be determined and prepared on the basis
      of
      such consolidation.

     

    Section
      1.3 Other
      Definitional Provisions.
      The
      words “hereof,” “herein,” and “hereunder” and words of similar import when used
      in this Agreement shall refer to this Agreement as a whole and not to any
      particular provision of this Agreement, and Section, Subsection and Exhibit
      references are to this Agreement unless otherwise specified.

     

    ARTICLE
      II

     

    


     

    LOAN

     

    Section
      2.1 Agreement
      to Borrow and Lend; Lender’s Obligation to Disburse.
      Subject
      to the terms, provisions and conditions of this Agreement and the other Loan
      Documents, and subject to the approval by Lender of any request by Borrower
      for
      funds hereunder in the sole and absolute discretion of Lender, for the purposes
      and subject to all of the terms, provisions and conditions contained in this
      Agreement. 

     


    
      
        
        

      

      
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    2.1.1 The
      principal amount of the Loan shall not exceed, at any time, the lesser of (i)
      Ten Million and No/100 Dollars ($10,000,000.00), or (ii) the Investment Amount;
      provided, however, in no event shall the amount of the Loan equal or exceed
      such
      amount which would cause the amount secured by the Phase II Property Mortgage,
      taken together with the amount secured by the Phase II First Mortgage, and
      any
      mortgage granted in favor of the Permitted Other Investors with respect to
      the
      Phase II Property, to exceed $45,000,000.00. 

     

    2.1.2 Lender
      agrees, upon Borrower’s compliance with and satisfaction of all conditions
      precedent set forth in Section 6.1 hereof and provided that Borrower has
      provided evidence satisfactory to Lender of the making of additional Investments
      to Borrower by Permitted Other Investors in an amount equal to $750,000.00,
      to
      advance Loan proceeds in an amount not to exceed $750,000.00 (the “Initial
      Advance”).
      

     

    2.1.3 Lender
      agrees, upon Borrower’s compliance with and satisfaction of all conditions
      precedent set forth in Section 6.1 and Section 6.2 hereof (other than
      Sections 6.2(2) and 6.2(3)) and provided that Borrower has provided
      evidence satisfactory to Lender of the making of additional Investments to
      Borrower by Permitted Other Investors in an amount equal to the requested
      Advances, to advance additional Loan proceeds in an amount not to exceed, in
      the
      aggregate, $1,500,000.00 (the “Second
      Advance”).
      

     

    2.1.4 After
      the
      Initial Advance and the Second Advance, Lender shall have no obligation to
      make
      any further Advances. Without limiting the generality of the foregoing, Lender
      has advised Borrower that it will not be inclined to make any further advances
      in any event unless: (i) Borrower has complied with all conditions precedent
      to
      disbursement from time to time including the requirements of Section 6.2 hereof;
      (ii) Borrower has provided evidence satisfactory to Lender, in its sole
      discretion, of the making of additional Investments made to Borrower by
      Permitted Other Investors in an amount equal to the amount of the requested
      Advance; (iii) no Material Adverse Change has occurred with respect to Borrower,
      Phase II Property Owner, or the Phase II Project and (iv) no Event of Default
      and no default exists hereunder or under any other Loan Document. 

     

    IT
      IS ACKNOWLEDGED THAT LENDER, FOLLOWING THE INITIAL ADVANCE, SHALL HAVE NO
      OBLIGATION TO MAKE FURTHER ADVANCES UNLESS LENDER ELECTS TO DO SO IN ITS SOLE
      DISCRETION. 

     

    2.1.5 To
      the
      extent that Lender may have acquiesced in noncompliance with any requirements
      precedent to the Initial Advance or precedent to any subsequent Advance, such
      acquiescence shall not constitute a waiver by Lender, and Lender may at any
      time
      after such acquiescence require Borrower to comply with all such
      requirements.

     

    Section
      2.2 Loan
      Documents.
      Borrower
      agrees that it will, on the date of this Agreement execute and deliver or cause
      to be executed and delivered to Lender, in form and substance acceptable to
      Lender, this Agreement, the Note, the initial Warrants, the Side Agreement,
      the
      Preserve Property Security Documents, and such other documents, instruments
      or
      certificates as Lender and its counsel may reasonably require, including such
      documents as Lender in its sole discretion deems necessary or appropriate to
      effectuate the terms and conditions of this Agreement and the Loan Documents,
      and to comply with the laws of the State.

     


    
      
        
        

      

      
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    Section
      2.3 Term
      of the Loan.
      All
      principal, interest and other sums due under the Loan Documents shall be due
      and
      payable in full on the Maturity Date. 

     

    Section
      2.4 Prepayments.
      Borrower shall have the right to make prepayments of the Loan, in whole or
      in
      part, without prepayment penalty, upon not less than ten (10) days’ prior
      written notice to Lender. The payment of any larger or additional sums in
      advance of the payments required herein or under the Note shall not relieve
      Borrower of the payment of the regular installments or of any other sums due
      as
      herein provided. 

     

    Section
      2.5 Late
      Charge.
      Any and
      all amounts due hereunder or under the other Loan Documents which remain unpaid
      more than fifteen (15) days after the date said amount was due and payable
      shall
      incur a fee (“Late
      Charge”)
      of
      five percent (5%) per annum of said amount, which payment shall be in addition
      to all of Lender’s other rights and remedies under the Loan Documents.


     

    Section
      2.6 Interest
      Rate.
      The
      Loan will bear interest at a rate per annum equal to the Applicable Rate;
      provided, however, that upon the occurrence of an Event of Default, the Loan
      shall bear interest at the Default Rate. Borrower shall pay interest quarterly
      in arrears on the first day of the months of January, April, July, and October
      in the amount of all interest accrued and unpaid. Interest on the Loan shall
      be
      calculated for the actual number of days elapsed on the basis of a 360-day
      year,
      including the first date of the applicable period to, but not including, the
      date of repayment.

     

    Section
      2.7 Use
      of
      Proceeds.
      Borrower will use the net proceeds of the Loan first to pay all reasonable
      costs
      and expenses incurred in Lender in connection with the Loan, and then for (i)
      the payment of principal, interest and other amounts owed by Phase II Property
      Owner to the Phase II Senior Lender outstanding as of the Closing Date; (ii)
      construction costs relating to the Phase II Project that are not covered by
      the
      Phase II Senior Loan, including costs to complete the amenities and site work;
      professional fees; acquisition costs with respect to furniture, fixtures and
      equipment necessary to complete and/or operate the Phase II Project; costs
      and
      expenses associated with vacation club sales; and marketing expenses; (iii)
      general and administrative expenses incurred by Borrower or the Phase II
      Property Owner in connection with the Phase II Project; (iv) expenses incurred
      by Borrower and approved by Lender; (v) interest and financing costs relating
      to
      the Phase II Senior Loan (including any fees, costs, or expenses incurred in
      connection with any refinancing of same) and (vi) the funding of a
      contingency reserve, to the extent required by the Phase II Senior Lender;
      in
      each case subject to Lender’s approval in its sole discretion. 

     

    Section
      2.8 Draw
      Request.
      As a
      condition to any Advance, Borrower shall provide a written request, signed
      by
      Borrower, to Lender at least two (2) Business Days prior to the date of the
      proposed Advance, specifying the date of the proposed Advance and the amount
      thereof, and the
      proposed use of the Loan proceeds, which shall be in accordance with
      Section 2.7 hereof, together with such other items as Lender may require.


     


    
      
        
        

      

      
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    Section
      2.9 Expenses.
      Immediately upon the execution of this Agreement, Borrowers shall pay to Lender
      a placement fee of $200,000.00 (the “Placement
      Fee”)
      plus
      all of Lender’s reasonable costs and expenses incurred in connection with the
      Loan.

     

    Section
      2.10 Phase
      II Property Mortgage.
      In
      order to secure payment of the Note and other Obligations, Phase II Property
      Owner shall execute and deliver to Lender a second priority mortgage on the
      Phase II Property in the form attached hereto as Exhibit
      F
      and
      otherwise acceptable to Lender (the “Phase
      II Property Mortgage”),
      together with an assignment of leases and rents, financing statements, an
      amendment to this Agreement pursuant to which Phase II Property Owner shall
      join
      in the representations, warranties, and covenants set forth herein relating
      to
      the ownership, development and operation of the Phase II Property, an
      environmental indemnity agreement, assignments of contracts, and similar
      documents, all in form and substance satisfactory to Lender in its sole
      discretion, including without limitation, all items required to create, perfect
      and protect Lender’s liens on the collateral for the Loan as contemplated hereby
      (collectively, the “Phase
      II Property Security Documents”).
      The
      Phase II Property Security Documents shall include provisions that the Phase
      II
      Property may not be transferred or further encumbered without Lender’s prior
      written consent. Notwithstanding the foregoing, Lender acknowledges and agrees
      that the Phase II First Mortgage in favor of KeyBank and the loan documents
      executed in connection therewith prohibit the granting of the Phase II Property
      Mortgage to Lender by Phase II Property Owner, and that Phase II Property Owner
      shall not be required to execute and deliver the Phase II Property Mortgage
      or
      other Phase II Property Security Documents until such time as the Phase II
      Senior Lender Consent is obtained. Lender acknowledges and agrees that a
      mortgage lien on the Phase II Property may be granted by Phase II Property
      Owner
      to the Permitted Other Investors to secure the repayment of the Investment
      Amount to such Permitted Other Investors, provided that Lender and the Permitted
      Other Investors enter into an intercreditor agreement or similar agreement
      addressing the rights and obligations of Lender and the Permitted Other
      Investors with respect to the Phase II Property and the repayment of the
      obligations secured thereby, providing for the priority of the repayment of
      the
      Note and the other Obligations in favor of Lender (the “Intercreditor
      Agreement”),
      in
      form and substance satisfactory to Lender in its sole and absolute discretion.
      

     

    Section
      2.11 Preserve
      Property Mortgage.
      In
      order to secure payment of the Note and other Obligations, Preserve Property
      Owner shall execute and deliver to Lender a second priority mortgage on the
      Preserve Property in the form attached hereto as Exhibit
      F
      and
      otherwise acceptable to Lender (the “Preserve
      Property Mortgage”),
      together with an assignment of leases and rents, financing statements, an
      environmental indemnity agreement, assignments of contracts, and similar
      documents, all in form and substance satisfactory to Lender in its sole
      discretion, including without limitation, all items required to create, perfect
      and protect Lender’s liens on the Preserve Property as contemplated hereby
      (collectively, the “Preserve
      Property Security Documents”).
      The
      Preserve Property Security Documents shall include provisions that the Preserve
      Property may not be transferred or further encumbered without Lender’s prior
      written consent. 

     


    
      
        
        

      

      
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    Section
      2.12 Warrants.
      In
      order to induce Lender to make the Loan, Borrower hereby agrees to issue in
      favor of Lender (or its assigns) warrants to purchase up to 350,000 shares
      of
      Borrower’s common stock at $1.02 per share, which shall provide for cashless
      exercise (collectively, the “Warrants”).
      The
      Warrants will be issued on a pro-rata basis with the Advances of the Loan,
      at
      the time of each Advance. 

     

    Section
      2.13 Reserved.
      

     

    Section
      2.14 Further
      Inducements. Borrower
      acknowledges and agrees that it is the intention of the parties that the Loan
      shall be funded on a pro-rata basis with the Investments made to Borrower by
      the
      Permitted Other Investors; provided, however, that the foregoing shall in no
      event obligate, nor be deemed to obligate, Lender to advance any portion of
      the
      Loan proceeds hereunder, it being expressly agreed that Lender, following the
      Initial Advance, shall have no obligation to make further Advances unless Lender
      elects to do so in its sole discretion. It is anticipated that, to induce the
      Permitted Other Investors to make the Investments to Borrower, Borrower or
      its
      Affiliates, or principals of Borrower or its Affiliates, may offer stock
      options, warrants, pledges of ownership interests in Borrower or its Affiliates,
      pledges of proceeds, security interests, or other collateral or incentives
      in
      order to induce such Permitted Other Investors to make requested Investments
      in
      Borrower (any of the foregoing, an “Incentive”).
      In
      the event that any of the Investments made by Permitted Other Investors bear
      interest at an interest rate greater than the Applicable Rate set forth herein,
      such favorable interest rate shall also be deemed an “Incentive.” Borrower
      agrees Lender shall be entitled to, and shall be offered, any Incentive in
      the
      same form and to the same extent as the Permitted Other Investors.

     

    ARTICLE
      III

     

    


     

    REPRESENTATIONS
      AND WARRANTIES

     

    In
      order
      to induce Lender to enter into this Agreement and to make the Loan provided
      for
      herein, Borrower and Mortgaged Property Owner each make the following
      representations and warranties to Lender, all of which are true and correct
      as
      of the date hereof and shall be true and correct as of the date of each Advance,
      and all of which shall survive the execution and delivery of this Agreement,
      the
      Note and the other Loan Documents:

     

    Section
      3.1 Corporate
      Existence and Power.
      Each of
      Borrower and Mortgaged Property Owner is duly organized validly existing and
      in
      good standing under the laws of its state of organization and is duly qualified
      or licensed to transact business in all places where such qualification or
      license is necessary. Borrower and Mortgaged Property Owner have the power
      to
      enter into and perform this Agreement and the Loan Documents, to the extent
      that
      each has executed such documents, and this Agreement does, and the Loan
      Documents when duly executed and delivered will, constitute the legal, valid
      and
      binding obligations of Borrower and Mortgaged Property Owner enforceable in
      accordance with their respective terms.

     

    Section
      3.2 Authority.
      The
      making and performance by Borrower and Mortgaged Property Owner of this
      Agreement, the Note, the Loan Documents, and any additional documents pursuant
      hereto to which such Person is a party, has been duly authorized by all necessary
      legal action of such Person, and does not and will not violate any provision
      of
      law or regulation, or any writ, order or decree of any court, governmental,
      regulatory authority or agency, and does not and will not, with the passage
      of
      time or the giving of notice, result in a breach of, or constitute a default
      or
      require any consent under, or result in the creation of any lien, charge or
      encumbrance upon any property or assets of Borrower or Mortgaged Property Owner,
      pursuant to any instrument or agreement to which Borrower or Mortgaged Property
      Owner is a party or by which Borrower or Mortgaged Property Owner or their
      respective properties may be bound or affected, other than, with respect to
      the
      Preserve Property, the consent of the holder of the First Mortgage on the
      Preserve Property, and with respect to the Phase II Property, the consent of
      Phase II Senior Lender. The making and performance by Phase II Property
      Owner of the Phase II Mortgage and other Phase II Security Documents will not
      violate any provision of law or regulation, or any writ, order or decree of
      any
      court, governmental, regulatory authority or agency, and will not result in
      a
      breach of, or constitute a default or require any consent under, any instrument
      or agreement to which Phase II Property Owner is a party or by which Phase
      II
      Property Owner or the Phase II Property may be bound or affected, other than
      the
      First Mortgage. 

     


    
      
        
        

      

      
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    Section
      3.3 Financial
      Condition.
      The
      financial statements of Borrower set forth in the Borrower SEC Filings (as
      hereinafter defined) were prepared in accordance with generally accepted
      accounting principles consistently applied, are complete and correct and fairly
      present the consolidated financial condition of Borrower as of that date. Other
      than as disclosed by those financial statements, Borrower has no direct or
      contingent obligations or liabilities which would be material to the financial
      position of Borrower, nor any material unrealized or anticipated losses from
      any
      commitments of Borrower. Since the date of such financial statements, there
      has
      been no material adverse change in the business or financial condition of
      Borrower.

     

    Section
      3.4 SEC
      Filings.
      As of
      the date hereof, none of the filings made with the SEC by Borrower since July
      1,
      2002 (the “Borrower
      SEC Filings”),
      contained any untrue statement of a material fact or to the best of Borrower’s
      knowledge, omitted any material fact required to be stated therein or necessary
      to make the statements made therein, in light of the circumstances in which
      they
      were made, not misleading, except to the extent such filings have been prior
      to
      the date of this Agreement corrected, updated or superseded by a document
      subsequently filed with Commission. Borrower has furnished or made available
      to
      Lender true and complete copies of all the documents it has filed with the
      Commission since July 1, 2002, all in the forms so filed, except correspondence
      with the Commission in response to inquiries. Borrower has filed all filings
      required by law or regulation and the Borrower filings comply in all material
      respects with the requirements of the Securities Act and the Exchange Act,
      and
      the rules and regulations of the Commission promulgated thereunder, as the
      case
      may be, and none of the filings with the Commission contain any untrue statement
      of a material fact or omit any material fact required to be stated therein
      or
      necessary to make the statements made therein, in light of the circumstances
      in
      which they were made, not misleading.

     

    Section
      3.5 Full
      Disclosure.
      The
      financial statements referred to in Section 3.3 hereof do not, nor does this
      Agreement, nor any written statement furnished by any Borrower to Lender in
      connection with the negotiation of this Agreement or the Loan, contain any
      untrue statement of a material fact or omit a material fact necessary to make
      the statements contained therein or herein not misleading. There is no fact
      which Borrower or Mortgaged Property Owner has not disclosed
      to Lender in writing which materially and adversely affects nor, so far as
      Borrower or Mortgaged Property Owner, as applicable, can now foresee, is
      reasonably likely to prove to materially and adversely affect the business
      or
      financial condition of Borrower or Mortgaged Property Owner or the ability
      of
      Borrower or Mortgaged Property Owner to perform its obligations under this
      Agreement, the Note, or any other Loan Document to which such Person is a party.
      There is no fact which Borrower has not disclosed to Lender in writing which
      materially and adversely affects nor, so far as Borrower can now foresee, is
      reasonably likely to prove to materially and adversely affect the ability of
      Phase II Property Owner to execute and deliver, and to perform its obligations
      under, the Phase II Mortgage or any other Phase II Security Documents.


     


    
      
        
        

      

      
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    Section
      3.6 Litigation.
      Except
      to the extent disclosed in the Borrower SEC Filings, there are no suits, actions
      or proceedings pending, or to the knowledge of Borrower, threatened before
      any
      court or by or before any governmental or regulatory authority, commission,
      bureau or agency or public regulatory body against or affecting Borrower which,
      if adversely determined, would have a material adverse effect on the business
      or
      financial condition of Borrower.

     

    Section
      3.7 Payment
      of Taxes.
      As of
      the Closing Date, federal income tax returns of Borrower have been filed with
      Internal Revenue Service and no deficiencies have been assessed. Borrower has
      filed or caused to be filed, or has obtained extensions to file all federal,
      state and local tax returns which are required to be filed, and have paid or
      caused to be paid, or have reserved on their books amounts sufficient for the
      payment of, all taxes as shown on said returns or on any assessment received
      by
      Borrower, to the extent that the taxes have become due, except as otherwise
      permitted by the provisions hereof. Borrower has set up reserves which are
      reasonably believed by Borrower to be adequate for the payment of said taxes
      for
      the years that have not been audited by the respective tax
      authorities.

     

    Section
      3.8 No
      Adverse Restrictions or Defaults.
      Except
      as disclosed in the Borrower SEC Filings, neither Borrower, nor Mortgaged
      Property Owner is a party to any agreement or instrument or subject to any
      court
      order or judgment, governmental decree, charter or other restriction adversely
      and materially affecting its business, properties or assets, operations or
      condition (financial or otherwise). Neither Borrower nor Mortgaged Property
      Owner is in material default in the performance, observance or fulfillment
      of
      any of the obligations, covenants or conditions contained in any material
      agreement or instrument to which it is a party or by which Borrower or Mortgaged
      Property Owner or their properties may be bound or affected, or under any
      material law, regulation, decree, order or the like, which default would have
      a
      material adverse effect on Borrower, Mortgaged Property Owner, or the Mortgaged
      Property.

     

    Section
      3.9 Authorizations.
      All
      material authorizations, consents, approvals and licenses required under
      applicable law or regulation for the ownership or operation of the property
      owned or operated by Borrower or Mortgaged Property Owner or for the conduct
      of
      business in which Borrower or Mortgaged Property Owner is engaged, have been
      duly issued and are in full force and effect, and to the best of such Person’s
      actual knowledge, neither Borrower nor Mortgaged Property Owner is in default
      under any material order, decree, ruling, regulation, closing agreement or
      other
      decision or instrument of any government commission, bureau
      or
      other administrative agency or public regulatory body having jurisdiction over
      Borrower or Mortgaged Property Owner, which default would have a material
      adverse effect on Borrower or Mortgaged Property Owner, as applicable. No
      approval, consent or authorization of or filing or registration with any
      governmental commission, bureau or other regulatory authority or agency is
      required with respect to the execution, delivery or performance of this
      Agreement, the Note or any of the other Loan Documents executed in connection
      with the making of the Loan or the transactions contemplated herein or in the
      other Loan Documents. No
      approval, consent or authorization of or filing or registration with any
      governmental commission, bureau or other regulatory authority or agency is
      required with respect to the execution, delivery or performance of the Preserve
      Mortgage or the Phase II Mortgage or other Security Documents by Preserve
      Property Owner or Phase II Property Owner, as applicable, or the transactions
      contemplated therein, other than the recording of the Preserve Mortgage and
      the
      Phase II Mortgage in the public records of Polk County, Florida.


     


    
      
        
        

      

      
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    Section
      3.10 Title
      to Property.
      Phase
      II Property Owner owns fee simple title to the Phase II Property free and
      clear of all Liens except the Permitted Exceptions. Preserve Property Owner
      owns
      fee simple title to the Preserve Property free and clear of all Liens except
      the
      Permitted Exceptions. Borrower and each of its Subsidiaries have, respectively,
      good and marketable fee title to all real property, and good and marketable
      title to all other property and assets, reflected in the latest financial
      statements referred to in Section 3.3 hereof or purported to have been acquired
      by any of them subsequent to such date, except property and assets sold or
      otherwise disposed of subsequent to such date in the ordinary course of
      business. All property and assets of any kind of Borrower, and each of its
      Subsidiaries are free from any liens except as disclosed on the financial
      statements provided to Lender and referred to in Section 3.3 hereof and other
      matters such as easements, covenants, and restrictions that do not materially
      adversely affect their use or enjoyment of such property. Borrowers and each
      of
      its Subsidiaries enjoy peaceful and undisturbed possession under all of the
      leases under which they are operating, if any, none of which contain any
      provisions that will materially impair or adversely affect the operations of
      Borrower or such Subsidiary, as the case may be.

     

    Section
      3.11 Authorized
      Shares.
      Borrower shall have available a sufficient number of authorized and unissued
      shares of common stock as may be necessary to effect the exercise of
      the Warrants. Borrower understands and acknowledges the potentially dilutive
      effect to the common stock of the issuance of shares of common stock upon the
      exercise of the Warrants. Borrower further acknowledges that its obligation
      to
      issue shares of common stock upon exercise of the Warrants is absolute and
      unconditional regardless of the dilutive effect that such issuance may have
      on
      the ownership interests of other stockholders of Borrower. The common stock
      issuable upon exercise of the Warrants when issued, shall be duly and validly
      issued, fully paid and non-assessable and will not subject the holder thereof
      to
      personal liability by reason of being such a holder. 

     

    Section
      3.12 Title.
      Mortgaged Property Owner has good, marketable and insurable fee simple title
      to
      the real property comprising part of the Mortgaged Property and good title
      to
      the balance of the Mortgaged Property, free and clear of all Liens whatsoever
      except the Permitted Exceptions. The Preserve Mortgage or Phase II Mortgage,
      as
      applicable, when properly recorded in the appropriate records and any Uniform
      Commercial Code financing statements required to be filed in connection
      therewith, will create (i) a valid, perfected lien on the Mortgaged Property,
      subject
      only to Permitted Exceptions and (ii) perfected security interests in and to,
      and perfected collateral assignments of, all personalty (including the Leases)
      in which a security interest can be perfected by the filing of Uniform
      Commercial Code financing statements, and any leases, all in accordance with
      the
      terms thereof, in each case subject only to any Permitted Exceptions. There
      are
      no mechanics’, materialmen’s or other similar liens or claims which have been
      filed for work, labor or materials affecting the Mortgaged Property which are
      or
      may be liens prior to, or equal or coordinate with, the lien of the Mortgage
      Property. None of the Permitted Exceptions, individually or in the aggregate,
      materially interfere with the benefits of the security intended to be provided
      by the Preserve Mortgage or Phase II Mortgage, this Agreement and the other
      Loan
      Documents, materially and adversely affect the value of the Mortgaged Property,
      or impair the use or operations of the Mortgaged Property. 

     


    
      
        
        

      

      
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    Section
      3.13 Compliance.
      Mortgaged Property Owner and the Mortgaged Property and the use thereof comply
      in all material respects with all applicable Legal Requirements, including,
      without limitation, building and zoning ordinances and codes. Mortgaged Property
      Owner has not committed any act which may give any Governmental Authority the
      right to cause Mortgaged Property Owner to forfeit the Mortgaged Property or
      any
      part thereof or any monies paid in performance of Mortgaged Property Owner’s
      obligations under any of the Loan Documents. Mortgaged Property Owner has no
      knowledge of any violations or notices of violations of any Legal Requirements
      relating to Mortgaged Property Owner and/or the Mortgaged Property.

     

    Section
      3.14 Condemnation.
      No
      condemnation or other similar proceeding has been commenced or, to the best
      knowledge of Borrower or Mortgaged Property Owner, is contemplated with respect
      to all or any portion of the Mortgaged Property or for the relocation of
      roadways providing access to the Mortgaged Property.

     

    Section
      3.15 Physical
      Condition.
      Neither
      the Mortgaged Property nor any portion thereof is now damaged or injured as
      result of any fire, explosion, accident, flood or other casualty. There are
      no
      proceedings pending, or, to the best knowledge of Borrower or Mortgaged Property
      Owner, threatened, to acquire by power of condemnation or eminent domain, the
      Mortgaged Property, or any interest therein. Borrower has not received notice
      from any insurance company or bonding company of any defects or inadequacies
      in
      the Mortgaged Property or any part thereof, which would adversely affect the
      insurability of the same or cause the imposition of extraordinary premiums
      or
      charges thereon or of any termination or threatened termination of any policy
      of
      insurance or bond.

     

    Section
      3.16 Indemnification
      by Borrower.
      All of
      the representations and warranties of Borrower and Mortgaged Property Owner
      as
      set forth in this Agreement shall survive the making of this Agreement and
      the
      full repayment of the Loan; accordingly, in the event of any claims against
      Lender, resulting in the breach of any of the foregoing warranties and
      representations, Borrower and Mortgaged Property Owner shall and hereby agrees
      to indemnify Lender for any such claims notwithstanding the full repayment
      of
      the Loan. 

     

    Section
      3.17 Survival
      of Representations and Warranties. Each
      of Borrower
      and Mortgaged Property Owner agrees that all of the representations and
      warranties set forth in this Article III and elsewhere in this Agreement are
      true as of the date hereof, will be true at the time of
      the
      Initial Advance and, except for matters which have been disclosed by Borrower
      or
      Mortgaged Property Owner and approved by Lender in writing, at all times
      thereafter. Each request for an Advance under the Loan Documents shall
      constitute a reaffirmation of such representations and warranties, as deemed
      modified in accordance with the disclosures made and approved as aforesaid,
      as
      of the date of such request. It shall be a condition precedent to the Initial
      Advance and each subsequent Advance that each of said representations and
      warranties is true and correct as of the date of such requested Advance. Each
      Advance shall be deemed to be a reaffirmation by Borrower and Mortgaged Property
      Owner that each of the representations and warranties is true and correct as
      of
      the date of such Advance. In addition, at Lender’s request, Borrower and
      Mortgaged Property Owner shall reaffirm such representations and warranties
      in
      writing prior to each disbursement hereunder. 

     


    
      
        
        

      

      
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    ARTICLE
      IV

     

    


     

    AFFIRMATIVE
      COVENANTS

     

    Borrower
      covenants and agrees that from and after the Closing Date and until payment
      in
      full of the principal of and interest on the Note and any other obligations,
      unless Lender shall otherwise consent in writing:

     

    Section
      4.1 Loan
      Proceeds.
      Borrower will use the proceeds of the Loan only for the purposes set forth
      in
      Section 2.7 hereof and furnish Lender with all evidence that it may reasonably
      require with respect to such use.

     

    Section
      4.2 Existence.
      Borrower will do or cause to be done all things necessary to preserve and keep
      in full force and affect its legal existence, rights, franchises and privileges
      in the jurisdiction of its organization, and qualify and remain qualified in
      each jurisdiction where qualification is necessary or desirable in view of
      its
      business operations or the ownership of its properties. 

     

    Section
      4.3 Maintenance
      of Business and Property.
      Borrower will continue to conduct and operate its business substantially as
      conducted and operated during the present and preceding calendar year; at all
      times maintain, preserve and protect all franchises and trade names and preserve
      all the remainder of its property used or useful in the conduct of its business
      and keep the same in good repair, working order and condition, and from time
      to
      time make, or cause to be made, all needful and proper repairs, replacements,
      betterments and improvements thereto so that the business carried on in
      connection therewith may be conducted properly and advantageously at all
      times.

     

    Section
      4.4 SEC
      Filings.
      Borrower will make all filings as required by federal and state securities
      and
      other laws and regulations, or by any domestic securities exchange or trading
      market, and provide copies thereof to Lender promptly after such filing or
      filings.

     

    Section
      4.5 Insurance.
      Borrower will insure and keep insured in good and financially sound and
      responsible insurance companies reasonably satisfactory to Lender, all insurable
      property owned by it which is of a character usually insured by companies
      similarly situated and operating like properties, against loss or damage from
      such hazards or risks, including fire, flood and
      windstorm as are insured by companies similarly situated and operating like
      properties, insure and keep insured employers’ and public liability risks in
      responsible insurance companies to the extent usually insured by companies
      similarly situated; and maintain such other insurance as may be required by
      law
      or as may reasonably be required in writing by Lender.

     


    
      
        
        

      

      
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    Section
      4.6 Payment
      of Indebtedness, Taxes, Etc.

     

    4.6.1 Borrower
      will pay all of its indebtedness and obligations promptly and in accordance
      with
      normal terms; and

     

    4.6.2 Borrower
      will pay and discharge or cause to be paid and discharged promptly all taxes,
      assessments and governmental charges or levies imposed upon it or upon its
      property or upon any part thereof, before the same shall become in default,
      as
      well as all lawful claims for labor, materials and supplies or otherwise which,
      if unpaid, might become a lien or charge upon such properties or any part
      thereof; provided however, that Borrower shall not be required to pay and
      discharge or to cause to be paid and discharged any tax, assessment, charge,
      levy or claim so long as the validity thereof shall be contested in good faith
      by appropriate proceedings and Borrower shall have set aside on its books
      adequate reserves with respect to any tax, assessment, charge, levy or claim,
      so
      contested.

     

    Section
      4.7 Compliance
      with Laws.
      Borrower will duly observe, conform and comply with all laws, decisions,
      judgments, rules, regulations and orders of all governmental authorities
      relative to the conduct of its business, its properties, and assets, except
      those being contested in good faith by appropriate proceedings diligently
      pursued; and maintain and keep in full force and effect all licenses and permits
      necessary to the proper conduct of its business.

     

    Section
      4.8 Notice
      of Default.
      Upon
      the occurrence of any Default or Event of Default, Borrower will promptly
      furnish written notice thereof to Lender.

     

    Section
      4.9 Inspection.
      At
      reasonable times and after reasonable prior written notice, Borrower shall
      permit any representatives of Lender to visit and inspect any of the properties
      of Borrower, to examine and copy all books of account, records, reports and
      other papers, and to discuss the affairs, finances and accounts with Borrower’s
      employees and independent accountants at all such reasonable times and as often
      as may be reasonably requested.

     

    Section
      4.10 Notice
      of Litigation and Other Proceedings.
      Borrower will give prompt notice in writing to Lender of the commencement of
      (a)
      all material litigation which, if adversely determined, might adversely affect
      the business or financial condition of Borrower, Phase II Property Owner,
      Preserve Property Owner, the Preserve Property or the Phase II Project; (b)
      all
      other litigation involving a claim against Borrower, Phase II Property Owner,
      Preserve Property Owner, the Preserve Property or the Phase II Project for
      $25,000 or more in excess of applicable insurance coverage; and (c) any
      citation, order, decree, ruling or decision issued by, or any denial of any
      application or petition to, or any proceeding before any governmental
      commission, bureau or other administrative agency public regulatory body against
      or affecting Borrower, Phase II Property Owner, Preserve Property Owner, the
      Preserve Property or the Phase II Project, or any property of Borrower or any
      lapse, suspension or other termination or modification of any certification,
      license, consent or other authorization of any agency or public regulatory
      body,
      or any refusal of any thereof to grant any application therefor, in connection
      with the operation of any business conducted by Borrower, the Phase II Property
      Owner, or the Preserve Property Owner or the construction, development and
      sale
      of the Phase II Project, or the operation of the Preserve Property.


     

    Section
      4.11 Construction
      Lender Consent.
      Borrower will use, or cause Phase II Property Owner to use, its best efforts
      to
      obtain the consent of the Phase II Senior Lender to the granting of the Phase
      II
      Mortgage by Phase II Property Owner to Lender (the “Phase
      II Senior Lender Consent”).
      

     


    
      
        
        

      

      
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    ARTICLE
      V

     

    


     

    NEGATIVE
      COVENANTS

     

    Borrower
      covenants and agrees that from the Closing Date and until payment in full of
      the
      principal of and interest on the Note and any other obligations, unless Lender
      shall otherwise consent in writing:

     

    Section
      5.1 Limitation
      of Liens.
      Except
      as permitted by the Loan Documents, Borrower will not create, assure, incur
      or
      suffer to exist any Lien upon, or transfer or assignment of, any of its property
      or revenues or assets now owned or hereafter acquired to secure any Indebtedness
      or obligations, or enter into any arrangement for the acquisition of any
      property subject to conditional sale agreements or leases or other title
      retention agreements; excluding, however, from the operation of this covenant:
      (i) deposits or pledges to secure payment of worker’s compensation, unemployment
      insurance, old age pensions or other social security; (ii) deposits or
      pledges to secure performance of bids, tenders, contracts (other than contracts
      for the payment of money) or leases, public or statutory obligations, surety
      or
      appeal bonds or other deposits or pledges for purposes of like general nature
      in
      the ordinary course of business; (iii) Liens for property taxes not
      delinquent and Liens for taxes which in good faith are being contested or
      litigated; (iv) mechanics’, carriers’, workmen’s, repairmen’s or other like
      liens arising in the ordinary course of business securing obligations which
      are
      not overdue for a period of sixty (60) days or more or which are in good faith
      being contested or litigated; (v) Liens securing the unpaid purchase price
      of
      equipment purchased by Borrower in the ordinary course of its business and
      Liens
      existing upon assets acquired by Borrower; and (vi) any existing Liens reflected
      in the financial statements referred to in Section 3.3 hereof.

     

    Section
      5.2 Limitation
      on Indebtedness.
      Borrower will not incur, create, assume or permit to exist any Indebtedness,
      except

     

    5.2.1 The
      Note
      and any other Indebtedness of Borrower to Lender;

     

    5.2.2 Indebtedness
      which is subordinated to the prior payment in full of the principal of, and
      interest on, the Note on terms and conditions approved in writing by
      Lender;

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    5.2.3 Indebtedness
      representing the unpaid purchase price of equipment purchased by Borrower in
      the
      ordinary course of its business and Indebtedness existing upon assets acquired
      by Borrower;

     

    5.2.4 Existing
      Indebtedness reflected in the audited financial statements referred to in
      Section 3.3 hereof; or

     

    5.2.5 The
      Investments to be made in Borrower by Permitted Other Investors; provided,
      however, that the indebtedness thereunder shall be paid on a pari-passu basis
      with the Note and other Obligations. 

     

    Section
      5.3 Mergers,
      Consolidations and Acquisition of Assets.
      Except
      as contemplated pursuant to the terms of the Side Agreement, Borrower will
      not
      wind up, liquidate, dissolve, merge or consolidate with any corporation or
      entity, or acquire all or substantially all of the assets of any corporation
      except that Borrower may merge or consolidate with any Subsidiary provided
      that
      Borrower is the surviving corporation.

     

    Section
      5.4 Sale,
      Lease, Etc.
      Borrower will not sell, lease, assign, transfer or otherwise dispose of any
      of
      its assets or revenues (other than obsolete or worn-out personal property or
      personal property or real estate not used or useful in its business) whether
      now
      owned or hereafter acquired, other than in the ordinary course of
      business.

     

    Section
      5.5 Management
      and Ownership.
      Except
      as contemplated pursuant to the terms of the Side Agreement, Borrower will
      not
      permit any material change in its ownership or management.

     

    Section
      5.6 Investments.
      Borrower will not permit the amount of Investments made to Borrower from
      Permitted Other Investors to exceed the amount of the Loan proceeds advanced
      from time to time by Lender hereunder; or accept Investments from Persons other
      than the Permitted Other Investors. 

     

    Section
      5.7 General.

     

    (i) Borrower
      will not engage, directly or through other Persons, in any business other than
      the business now carried on;

     

    (ii) Borrower
      will not change its certificate of incorporation, bylaws or other charter
      documents except as contemplated hereby;

     

    (iii) Borrower
      will not declare or pay dividends or make any other distribution or redeem
      any
      of its equity securities; or enter into or modify a material related-party
      transaction.

     


    
      
        
        

      

      
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    ARTICLE
      VI

     

    


     

    CONDITIONS
      TO LENDER’S OBLIGATIONS TO MAKE THE LOAN

     

    The
      conditions listed below are precedent to any obligations of Lender and shall
      be
      complied with in form and substance satisfactory to Lender and its counsel
      prior
      to Lender’s obligation to advance any portion of the Loan.

     

    Section
      6.1 Conditions
      to Opening of the Loan and to each Advance.
      Lender’s obligation hereunder to make the Initial Advance, and to make any
      subsequent Advance, is conditioned upon satisfaction, or Lender’s receipt, of
      the following, each in form and substance satisfactory to Lender:

     

    6.1.1 No
      Default.
      No
      Default or Event of Default shall have occurred and be continuing or will occur
      upon the making of the Advance, and all representations and warranties made
      by
      Borrower herein or otherwise in writing in connection herewith shall be true
      and
      correct in all material respects with the same effect as though the
      representations and warranties had been made on and as of such
      Advance.

     

    6.1.2 Loan
      Documents.
      The
      appropriate parties shall have duly executed and delivered to Lender this
      Agreement, the Note, the Warrants, the Side Agreement, and each of the
      certificates and the other Loan Documents and all additional opinions, documents
      and certificates that Lender or its counsel may require, and all such opinions,
      certificates and documents shall be reasonably satisfactory in form and
      substance to Lender and its counsel.

     

    6.1.3 Property.
      Lender
      shall be satisfied with the title to, value and condition of the Preserve
      Property and the Phase II Property in its sole and absolute
      discretion.

     

    6.1.4 Expenses.
      Borrower shall have paid all of Lender’s reasonable fees and expenses incurred
      in connection with this Agreement, together with the Placement Fee. In addition,
      Borrower shall have paid all applicable documentary stamp taxes, intangible
      taxes, recording fees and other closing costs.

     

    6.1.5 Organizational
      Documents.
      Lender
      shall have received Organizational Documents for each of Borrower, Preserve
      Property Owner, and Phase II Property Owner. 

     

    6.1.6 Existing
      Title Policy.
      Lender
      shall have received (i) a copy of the owner’s title insurance policy relative to
      the Phase II Property, together with a copy of the deed which conveyed title
      to
      the Phase II Property to Phase II Property Owner and copies of all title
      exceptions, and (ii) a copy of the owner’s title insurance policy relative to
      the Preserve Property, together with a copy of the deed which conveyed title
      to
      the Preserve Property to Preserve Property Owner and copies of all title
      exceptions.

     

    6.1.7 Senior
      Loan Documents.
      Lender
      shall have received copies of the First Mortgage and all other documents
      evidencing and/or securing the loan secured thereby with respect to each of
      the
      Preserve Property and the Phase II Property. 

     


    
      
        
        

      

      
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    6.1.8 Financial
      Statements.
      Lender
      shall have received current financial statements from Borrower.

     

    6.1.9 No
      Material Advance Change.
      There
      shall have been no Material Adverse Change in the financial condition of
      Borrower, Preserve Property Owner, Phase II Property Owner, the Preserve
      Property or the Phase II Property; nor any material adverse event or condition
      affecting Borrower, Phase II Property Owner, Preserve Property Owner, the
      Preserve Property or the Phase II Property, or the validity, enforceability
      or
      priority of the Loan and lien instruments.

     

    6.1.10 Opinion.
      Borrower
      shall deliver to Lender the opinion of Graham Builder Jones Pratt & Marks,
      LLP, counsel for Borrower and Preserve Property Owner, in form and content
      reasonably satisfactory to Lender’s counsel, stating, subject to customary and
      appropriate qualifications, assumptions and exceptions, that each of Borrower
      and Preserve Property Owner is a validly existing entity, that the Loan
      Documents are duly authorized and executed, and are valid and enforceable in
      accordance with their terms, that each signing party has the authority to
      consummate execute the respective Loan Documents on behalf of such Person,
      and
      to encumber assets given as security for the Loan, and such other matters as
      Lender may require.

     

    6.1.11 Warrants.
      Borrower shall have issued and delivered to Lender (or its assigns) Warrants
      to
      purchase 26,250 shares of Borrower’s common stock. 

     

    6.1.12 Reserved.
      

     

    6.1.13 Environmental
      Audit.
      Borrower will provide, or cause the Preserve Property Owner or Phase II Property
      Owner, as applicable, to provide to Lender all documents in the possession
      or
      subject to the control of Borrower, Preserve Property Owner or Phase II Property
      Owner relating to the condition of the Preserve Property or the Phase II
      Property, including without limitation:

     

    (i) existing
      environmental reports; 

     

    (ii) submissions
      and correspondence provided by Preserve Property Owner or Phase II Property
      Owner or any owner or user of the Preserve Property or Phase II Property, as
      applicable, to any governmental authority; 

     

    (iii) correspondence,
      orders, approvals and disapprovals provided by any governmental authority to
      Preserve Property Owner or Phase II Property Owner or any user or owner of
      the
      Preserve Property or Phase II Property; and

     

    (iv) all
      sampling and test results and reports obtained from samples and tests taken
      on,
      under, from or around the Preserve Property or Phase II Property by or on behalf
      of Preserve Property Owner or Phase II Property Owner, any user or owner of
      the
      Preserve Property or Phase II Property, as applicable, and third party or any
      governmental authority.

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    Any
      costs
      incurred by Lender in connection with the review of the foregoing documents,
      the
      Audit described on Exhibit
      E
      attached
      hereto, any sampling and test results and reports, or otherwise in connection
      with the assessment of the environmental condition of the Preserve Property
      or
      Phase II Property, will be borne by Borrower and will be paid promptly upon
      demand, including without limitation, attorneys’ fees and all other professional
      or expert fees.

     

    


    6.1.14 Survey.
      Borrower shall, or shall cause Preserve Company or Phase II Property Owner,
      as
      applicable, to provide to Lender a copy of the existing survey with respect
      to
      the Preserve Property or Phase II Property. 

     

    6.1.15 Searches.
      Borrower shall have furnished to Lender current bankruptcy, federal tax lien
      and
      judgment searches and searches of all Uniform Commercial Code financing
      statements filed in each place UCC Financing Statements are to be filed
      hereunder, demonstrating the absence of adverse claims with respect to Borrower,
      the Preserve Property Owner, the Phase II Property Owner, the Preserve Property
      or the Phase II Property.

     

    6.1.16 No
      Litigation.
      Borrower shall have furnished to Lender evidence that no litigation or
      proceedings shall be pending or threatened which could or might cause a Material
      Adverse Change with respect to Borrower, the Preserve Property Owner, Phase
      II
      Property Owner, the Preserve Property or the Phase II Property.

     

    6.1.17 Consent
      of First Mortgage Holder (Preserve Property).
      The
      holder of the First Mortgage on the Preserve Property shall have consented
      to
      the second mortgage contemplated herein to be granted by Preserve Property
      Owner
      to Borrower. 

     

    6.1.18  Preserve
      Property Security Documents and Supporting Documents.
      Preserve Property Owner shall have executed and delivered to Lender the Preserve
      Property Mortgage and the other Preserve Property Security Documents, and all
      additional opinions, documents and certificates that Lender or its counsel
      may
      require, all reasonably satisfactory in form and substance to Lender and its
      counsel. 

     

    6.1.19 Preserve
      Property Documents.
      Lender
      shall have received the documents and items set forth on Exhibit
      E
      attached
      hereto with respect to the Preserve Property. 

     

    6.1.20 Opinion.
      Borrower shall deliver, or cause to be delivered, to Lender the opinion of
      counsel for Preserve Property Owner, in form and content reasonably satisfactory
      to Lender’s counsel, stating, subject to customary and appropriate
      qualifications, assumptions and exceptions, that Preserve Property Owner is
      a
      validly existing entity, that the Security Documents are duly authorized and
      executed, and are valid and enforceable in accordance with their terms, that
      each signing party has the authority to consummate execute the respective Loan
      Documents on behalf of such Person, and to encumber assets given as security
      for
      the Loan, and such other matters as Lender may require. The opinion shall
      include, without limitation, an opinion to the effect that Preserve Property
      Owner is solvent and will continue to be solvent after the

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    consummation
      of the transactions contemplated herein and in the Security Documents, has
      sufficient capital to carry on its business and will continue to have sufficient
      capital to carry on its business after the consummation of the transactions
      contemplated herein and in the Security Documents, and is able to pay its debts
      as they become due and will continue to pay its debts as they become due after
      the consummation of the transactions contemplated herein and in the Security
      Documents. 

     

    6.1.21 Other
      Documents.
      Borrower shall provide such other documents as may be reasonably required by
      Lender’s counsel, including documents which verify and confirm Borrower’s
      representations, warranties and covenants to Lender.

     

    Section
      6.2 Conditions
      to Subsequent Advances.
      In
      addition to the conditions set forth in Section 2.1.3 and Section 6.1 hereof,
      Lender’s obligations hereunder to make any subsequent Advances are conditioned
      upon Lender’s receipt of the following, each in form and substance satisfactory
      to Lender:

     

    6.2.1 Use
      of
      Proceeds.
      The
      Loan proceeds shall have theretofore been applied in accordance with the Use
      of
      Proceeds as set forth in Section 2.7 hereof.

     

    6.2.2 Phase
      II Property Security Documents and Supporting Documents.
      Phase II Property Owner shall have executed and delivered to Lender the
      Phase II Property Mortgage and the other Phase II Property Security Documents,
      and all additional opinions, documents and certificates that Lender or its
      counsel may require, all reasonably satisfactory in form and substance to Lender
      and its counsel. 

     

    6.2.3 Phase
      II Property Documents.
      Lender
      shall have received the documents and items set forth on Exhibit
      E
      attached
      hereto with respect to the Phase II Property. 

     

    6.2.4 Opinion.
      Borrower shall deliver, or cause to be delivered, to Lender the opinion of
      counsel for Phase II Property Owner, in form and content reasonably satisfactory
      to Lender’s counsel, stating, subject to customary and appropriate
      qualifications, assumptions and exceptions, that Phase II Property Owner is
      a
      validly existing entity, that the Security Documents are duly authorized and
      executed, and are valid and enforceable in accordance with their terms, that
      each signing party has the authority to consummate execute the respective Loan
      Documents on behalf of such Person, and to encumber assets given as security
      for
      the Loan, and such other matters as Lender may require. The opinion shall
      include, without limitation, an opinion to the effect that Phase II Property
      Owner is solvent and will continue to be solvent after the consummation of
      the
      transactions contemplated herein and in the Security Documents, has sufficient
      capital to carry on its business and will continue to have sufficient capital
      to
      carry on its business after the consummation of the transactions contemplated
      herein and in the Security Documents, and is able to pay its debts as they
      become due and will continue to pay its debts as they become due after the
      consummation of the transactions contemplated herein and in the Security
      Documents. 

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    6.2.5 Warrants.
      Borrower shall have issued and delivered to Lender (or its assigns) Warrants
      to
      purchase shares of Borrower’s common stock proportionate to the amount of the
      Advance. 

     

    6.2.6 Other
      Documents.
      Borrower shall provide such other documents as may be reasonably required by
      Lender’s counsel, including documents which verify and confirm Borrower’s
      representations, warranties and covenants to Lender.

     

    ARTICLE
      VII

     

    


     

    EVENTS
      OF DEFAULT

     

    Section
      7.1 Events
      of Default.
      If any
      one of the following “Events of Default” shall occur and shall not have been
      remedied:

     

    7.1.1 Any
      representation or warranty made or deemed made by Borrower herein or in any
      of
      the other Loan Documents, or in any certificate or report furnished by Borrower
      at any time to Lender, shall prove to have been incorrect, incomplete or
      misleading in any material respect on or as of the date made or deemed made;
      or

     

    7.1.2 Borrower
      shall fail to pay, when due, any principal of or interest on the Note, or to
      pay
      when due any other sum payable under this Agreement and the same is not paid
      within ten (10) days after written notice from Lender; or

     

    7.1.3 Any
      default by Borrower under any Indebtedness or other Obligation to Lender or
      any
      of its Affiliates which is not cured within any grace periods provided
      thereunder; or

     

    7.1.4 Any
      default by Mortgaged Property Owner under the Security Documents which is not
      cured; or

     

    7.1.5 Borrower
      shall default in any material respect in the performance of any agreement,
      covenant or obligation contained herein or in any of the other Loan Documents
      if
      the default continues for a period of thirty (30) days after notice of default
      to Borrower by Lender; or

     

    7.1.6 Final
      judgment for the payment of’ money in an amount in excess of $50,000.00 shall be
      rendered against Borrower and the same shall remain undischarged for a period
      of
      thirty (30) days, during which period execution shall not effectively be stayed,
      provided Borrower as applicable, will have the right to contest in good faith
      by
      appropriate proceedings and provided Borrower shall have set aside on its books
      adequate reserves for payment of such money; or

     

    7.1.7 
      Borrower’s default in the performance of its obligations with respect to any
      Indebtedness in excess of $50,000 or as lessor or as lessee under any lease
      of
      all or any material portion of its property, after the expiration of any
      applicable cure periods; or

     


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    7.1.8 Borrower
      shall cease to exist or to be qualified to do or transact business in any State
      in which its properties are located, or shall be dissolved or terminated or
      shall be a party to a merger or consolidation, or shall sell all or
      substantially all of its assets; or

     

    7.1.9 If,
      without the prior written consent of Lender, which consent shall be in Lender’s
      sole and absolute discretion any equity interest in Phase
      II
      Property Owner is
      are
      issued, sold, transferred, conveyed, assigned, mortgaged, pledged, or otherwise
      disposed of, whether voluntarily or by operation of law, and whether with or
      without consideration, or any agreement for any of the foregoing is entered
      into; or 

     

    7.1.10 Borrower
      shall (i) voluntarily terminate operations or apply for or consent to the
      appointment of, or the taking of possession by, a receiver, custodian, trustee
      or liquidator of Borrower, or of all or of a substantial part of the assets
      of
      Borrower, (ii) admit in writing its inability, or be generally unable, to
      pay its debts as the debts become due, (iii) make a general assignment for
      the
      benefit of its creditors, (iv) commence a voluntary case under the United
      States Bankruptcy Code (as now or hereafter in effect), (v) file a petition
      seeking to take advantage of any other law relating to bankruptcy, insolvency,
      reorganization, winding-up, or composition or adjustment of debts, (vi) fail
      to
      controvert in a timely and appropriate manner, or acquiesce in writing to,
      any
      petition filed against it in an involuntary case under the Bankruptcy Code,
      or
      (vii) take any corporate action for the purpose of effecting any of the
      foregoing; or

     

    7.1.11 Borrower
      shall fail to furnish to Lender notice of default in accordance with Section
      4.8
      hereof, within ten (10) days after any such notice of default becomes known
      to
      the President or Chief Financial Officer of Borrower, whether or not
      notification to Borrower is furnished by Lender; or

     

    7.1.12 A
      Material Adverse Change occurs with respect to Borrower, the Preserve Property
      Owner, the Phase II Property Owner, the Preserve Property or the Phase II
      Property; or 

     

    Section
      7.2 THEREUPON,
      in the case of any such event, Lender may, by written notice to Borrower, at
      its
      option: 

     

    7.2.1 withhold
      further disbursement of the proceeds of the Loan and/or immediately terminate
      Lender’s obligations to make further disbursements hereunder, and/or


     

    7.2.2 immediately
      declare the principal of, and interest accrued on, the Note immediately due
      and
      payable without presentment, demand, protest or notice, whereupon the same
      shall
      become immediately due and payable; and/or

     

    7.2.3 exercise
      or pursue any other remedy or cause of action permitted under this Agreement
      or
      any other Loan Documents, including the Mortgage, if applicable, or conferred
      upon Lender by operation of Law.

     


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    ARTICLE
      VIII

     

    


     

    MISCELLANEOUS

     

    Section
      8.1 No
      Waiver, Remedies Cumulative.
      No
      failure on the part of Lender to exercise and no delay in exercising any right
      hereunder shall operate as a waiver thereof, nor shall any single or partial
      exercise of any right hereunder preclude any other or further exercise thereof
      or the exercise of any other right. The remedies herein provided are cumulative
      and are not exclusive of any remedies provided by law.

     

    Section
      8.2 Survival
      of Representations.
      All
      representations and warranties made herein shall survive the making of the
      loans
      hereunder and the delivery of the Note, and shall continue in full force and
      effect so long as the Note is outstanding and unpaid and the commitment to
      make
      the Loan has not been terminated.

     

    Section
      8.3 Notices.
      Any
      notice or other communication hereunder to any party hereto shall be by hand
      delivery, facsimile, recognized overnight courier or registered or certified
      mail, return receipt requested, and shall be deemed to have been given or made
      when delivered to the party at its address or fax number set forth below (or
      at
      any other address that the party may hereafter specify to the other parties
      in
      writing):

     

    
      	
              Borrower:

               

            	
              2462
                Sand Lake Road

              Orlando,
                Florida 32809

              Attention:__________________________     

              Telephone:_________________________     

              Fax:
                  (407)
                251-8455

            
	
              With
                a copy to:

               

            	
              _______________________

              _______________________

              
                Attention:__________________________     

                Telephone:_________________________     :     

              

              Fax:_______________________________    

            
	
              Preserve
                Property Owner:

               

            	
              2462
                Sand Lake Road

              Orlando,
                Florida 32809

              
                Attention:__________________________     

                Telephone:_________________________          

              

              Fax: (407)
                251-8455

            
	
              With
                a copy to:

               

            	
              _______________________

              _______________________

              
                Attention:__________________________     

                Telephone:_________________________          

              

              Fax:_______________________________
                    

            
	
              Lender:

               

            	
              Stanford
                International Bank, Ltd. 

              6075
                Poplar Avenue

              Memphis,
                Tennessee 38119

              Attention: James
                M. Davis, Chief Financial Officer

              Telephone:
                 (901)
                680-5260

              Fax:
                 (901)
                680-5265

            
	
              With
                a copy to:

               

            	
              Carlton
                Fields, P.A. 

              4000
                International Place

              100
                S.E. Second Street

              Miami,
                Florida 33131-9101

              Attention: Seth
                Joseph

              Telephone:
                 (305)
                530-0050

              Fax:
                 (305)
                530-0055

            


    

     

    
 

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    Section
      8.4 Construction.
      This
      Agreement and the Note shall be deemed a contract made under the law of the
      State of Florida and shall be governed by and construed in accordance with
      the
      law of said state and any suit, action or proceeding arising out of or relating
      to this Agreement may be commenced and maintained in any court of competent
      subject matter jurisdiction in Miami-Dade County, Florida, and any objection
      to
      such jurisdiction and venue is hereby expressly waived.

     

    Section
      8.5 Successors
      and Assigns.
      This
      Agreement shall be binding upon and shall inure to the benefit of Borrower
      and
      Lender, and their respective successors and assigns, provided, that Borrower
      may
      not assign any of its rights hereunder without the prior written consent of
      Lender, which may be arbitrarily withheld, and any such assignment will be
      void.

     

    Section
      8.6 Limit
      on Interest.
      Anything herein or in the Note to the contrary notwithstanding, the obligations
      of Borrower under this Agreement and the Note to Lender shall be subject to
      the
      limitation that payments of interest to Lender shall not be required to the
      extent that receipt of any such payment by Lender would be contrary to
      provisions of law applicable to Lender (if any) which limit the maximum rate
      of
      interest which may be charged or collected by Lender; provided however, that
      nothing herein shall be construed to limit Lender to presently existing maximum
      rates of interest, if any increased interest rate is hereafter permitted by
      reason of applicable federal or state legislation.

     

    Section
      8.7 Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be deemed to an original and all of which when taken together shall
      constitute but one and the same instrument.

     

    Section
      8.8 Pleadings.
      The
      headings are for convenience only and are not to affect the construction of
      or
      to be taken into account in interpreting the substance of this
      Agreement.

     

    Section
      8.9 Severability.
      In the
      event that any one or more of the provisions contained in this Agreement shall
      for any reason be held to be invalid, illegal or unenforceable in any respect,
      such invalidity, illegality or unenforceability shall not affect any other
      provision of this Agreement, but this Agreement shall be construed as if such
      invalid, illegal or unenforceable provision had never been contained
      herein.

     

    Section
      8.10 Entire
      Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      with respect to the subject matter hereof and is intended as a complete and
      exclusive statement of the terms and conditions thereof, and this Agreement
      supersedes and replaces all prior negotiations and agreements between the
      parties hereto, or any of them, whether oral or written. Each of the parties
      hereto acknowledges that no other party, agent or attorney of any other party,
      has made any promise, representation or warranty whatsoever, expressed or
      implied, not contained herein concerning the subject matter hereof to induce
      the
      other party to execute this Agreement or any of the other documents referred
      to
      herein, and each party hereto acknowledges that it has not executed this
      Agreement or such other documents in reliance upon any such promise,
      representation or warranty not contained herein.

     


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


     

     

    Section
      8.11 Integration.
      This
      Agreement, together with the other documents and instruments executed herewith
      and contemplated by this Agreement, comprises the complete and integrated
      agreement of the parties hereto with respect to the subject matter hereof and
      supersedes all prior agreements, written or oral, on the subject matter hereof.
      Borrower further releases and discharges Lender from and against any and all
      liability with respect to all prior agreements and preliminary commitments.
      The
      Loan Documents were drafted with the joint participation of Borrower and Lender,
      and their respective counsel, and shall be construed neither against nor in
      favor of any of them, but rather in accordance with the fair meaning
      thereof.

     

    Section
      8.12 Course
      of Dealing; Amendment; Supplemental Agreements.
      No
      course of dealing between Lender and Borrower shall be effective to amend,
      modify or change any provision of this Agreement. This Agreement or any document
      executed in connection herewith, may not be amended, modified, or changed in
      any
      respect except by agreement in writing signed by Lender and
      Borrower.

     

    Section
      8.13 Indemnification.
      Borrower hereby agrees to hold Lender and its officers, directors, employees
      and
      agents harmless from and against all claims, damages, liabilities and expenses,
      including reasonable attorneys’ fees and disbursements of counsel, which may be
      incurred by or asserted against any of them in connection with or arising out
      of
      any investigation, litigation, or proceeding relating to the Loan, except that
      Borrower shall not be required to indemnify Lender to the extent that such
      claims, damages, liabilities or expenses arise from the negligence or willful
      misconduct of Lender.

     

    Section
      8.14 Waiver
      of Jury Trial.
      BORROWER AND LENDER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
      EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON
      OR
      ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY DOCUMENT
      EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
      STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OR EITHER PARTY. THIS
      PROVISION IS A MATERIAL INDUCEMENT TO LENDER ENTERING INTO THIS AGREEMENT AND
      MAKING ANY LOAN, ADVANCE OR OTHER EXTENSION OF CREDIT TO BORROWER.

     

    Section
      8.15 Release
      of Preserve Property.
      Provided no Default and no Event of Default shall have occurred under this
      Agreement or any of the other Loan Documents, and provided that Lender has
      a
      perfected mortgage lien on the Phase II Property, second in priority only to
      the
      First Mortgage, satisfactory to Lender in its sole and absolute discretion
      Borrower shall have the right to have Lender release the Preserve Property
      from
      the lien of the Preserve Property Mortgage. Borrower shall pay to Lender at
      the
      time of release, any accrued but unpaid interest on the amount of principal
      to
      be released and any of Lender’s reasonable costs arising by virtue of the
      requested release including Lender’s reasonable attorneys’ fees and
      costs.

     


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


     

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be effective
      on the date first written above.

     

    
      	 	 	
              BORROWER:

            
	 	 	
              AMERICAN
                LEISURE HOLDINGS, INC.,
                a
                Nevada corporation

               

               

              By:
                __________________________________________       

              Name:
                _________________________________      

              Title:
                __________________________________      

               

               

            
	 	 	
              LENDER:

            
	 	 	
               

              STANFORD
                INTERNATIONAL BANK, LTD., a
                corporation organized under the laws of Antigua and Barbuda

               

               

              By:
                __________________________________________       

              James
                M. Davis

              Chief
                Financial Officer

               

            


    

    


    


    


    


    



    
      
        
           

        

        
        

      

      
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    EXHIBIT
      A

    


    


    


    


    


    Legal
      Description - Phase II Property

    (See
      attached)

    


    


    


    


    


    



    
      
        
           

        

        
        

      

      
        A-1

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

    


    


    


    


    Legal
      Description - Preserve Property

    


    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.

    



    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    


    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.

    


    


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    



    


    EXHIBIT
      C 

    


    


    Permitted
      Exceptions - Phase II Property

    


    Those
      exceptions set forth in Schedule B of that certain policy of title insurance
      issued to Lender.

    


    


    


    


    



    
      
        
           

        

        
        

      

      
        C-1

        
          

        

      

      
        
        

        
        

      

    



    


    EXHIBIT
      D 

    


    Permitted
      Exceptions - Preserve Property

    


    


    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.

    


    


    


    


    


    


    


    



    
      
        
           

        

        
        

      

      
        D-1

        
          

        

      

      
        
        

        
        

      

    



    


    EXHIBIT
      E 

    


    Mortgaged
      Property Documents

    


    A. Survey.
      Borrower shall have furnished to Lender a survey of the Mortgaged Property
      by a
      surveyor registered and licensed by the State of Florida, showing a state of
      facts acceptable to Lender’s counsel, certified to Mortgaged Property Owner,
      Lender and the title insurance company that will be issuing the mortgagee title
      insurance policy in Lender’s favor. The survey shall include a narrative legal
      description of the boundaries of the Mortgaged Property Owner, by metes and
      bounds, if applicable, shall locate easements, shall include dimensions of
      all
      improvements, shall certify in a narrative statement whether encroachments
      exist
      from or onto the Mortgaged Property, and if so, shall locate same, and shall
      include the surveyor’s registration number, seal, and date of survey. The survey
      shall satisfy minimum technical standards as required by Section 472.027,
Florida
      Statutes.

     

    B. Appraisal.
      Borrower shall have furnished to Lender an appraisal of the Mortgaged Property
      in form and content satisfactory to Lender, addressed to Borrower and Lender,
      furnished at Borrower’s cost by an appraiser selected and engaged by
      Lender.

     

    C. Title
      Insurance.
      Lender
      shall have received, at Borrower’s sole cost and expense, a title insurance
      commitment in Lender’s favor in an amount equal to the aggregate amount of the
      Loan, from a title insurer reasonably acceptable to Lender, evidencing that
      the
      Mortgage shall be insured as a valid lien on the Mortgaged Property, second
      in
      priority only to the First Mortgage, subject to no exclusions or exceptions
      for
      creditors’ rights, and subject to no exceptions except those approved in writing
      by Lender. Copies of exceptions listed in the title insurance commitment shall
      be attached to it. A prerequisite of Advances (other than the Initial Advance)
      will be Lender’s receipt of the title policy with a Florida Endorsement Form 9
      or of a title insurance commitment containing affirmative gap coverage,
      providing for Florida Endorsement Form 9, and such other endorsements as Lender
      may require, and affording such other affirmative coverage available under
      Florida law and required by Lender following its initial review of the
      commitment. Lender’s title insurance policy shall be issued on the form of ALTA
      Loan Policy - 1970 (Rev. 10-17-70 and 10-17-84), which contains no exclusions
      or
      exceptions for creditor’s rights. 

     

    D. Environmental
      Audit.
      Lender
      shall have received evidence satisfactory to Lender that the Mortgaged Property,
      its users and uses are in full compliance with all federal, state, county and
      municipal environmental laws, ordinances, rules, regulations and requirements
      (“Environmental
      Law”)
      and
      that there are no liens or threatened liens against Mortgaged Property Owner,
      the Mortgaged Property or its users pursuant to Environmental Law, including
      without limitation the following:

     

    (i) Borrower
      will obtain and provide to Lender, at Borrower’s sole cost and expense, an
      environmental audit as to the Mortgaged Property (the “Audit”)
      from
      an environmental consultant acceptable to Lender, together with a reliance
      agreement executed by the consultant in a form acceptable to Lender. The Audit
      will be performed in accordance with and address the issues set forth in the
      ASTM E 1527 Standard Practice for Environmental Site Assessments and such other
      environmental standards of the FDIC, FNMA, or other entity as Lender may
      specify, which must be satisfactory to Lender, in its sole and absolute
      discretion.

     


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


     

     

    (ii) Borrower
      will secure for Lender, its agents and employees, the unrestricted right,
      without the obligation, to enter upon the Mortgaged Property for purposes of
      environmental investigation, inspection and sampling, all at Borrower’s cost and
      expense.

     

    E. Zoning.
      If the
      Title Policy does not include a zoning endorsement, Borrower shall have
      furnished to Lender a legal opinion, zoning letter or other zoning information
      reasonably acceptable to Lender as to compliance of the Mortgaged Project with
      zoning and similar laws. 

     

    F. Insurance.
      Borrower shall have furnished to Lender an original insurance policy or original
      Acord evidence thereof, as to public liability insurance, coverage against
“All
      Perils” and/or builders risk, flood hazard coverage, and such other types and
      amounts of insurance with respect to the Mortgaged Property and the operation
      thereof, in amounts, in form, and upon a company satisfactory to
      Lender.

     

    


    


    


    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

    


    


    



    


    EXHIBIT
      F 

    


    


    


    


    Form
      of Mortgage

    (see
      attached)

     

    


    
      
        
        

      

      
        F-1