Fourth Mortgage Modification Agreement and Future Advance Certificate


     

      
        

      

    

    Exhibit
      10.134

     

     

    


    This
      Instrument Prepared By:

    Record
      and Return to:

    Rafael
      G.
      Moreno, Esquire

    ADORNO
      & YOSS, LLP

    2525
      Ponce de Leon Blvd., Suite 400

    Coral
      Gables, Florida 33134

    


    


    FOURTH
      MORTGAGE MODIFICATION AGREEMENT 

    AND
      FUTURE ADVANCE CERTIFICATE

    


    THIS
      FOURTH MORTGAGE MODIFICATION AGREEMENT AND FUTURE ADVANCE CERTIFICATE (this
      “Agreement”) is made as of January 31, 2007, by between REEDY CREEK ACQUISITION
      COMPANY, LLC, a Florida limited liability company, having offices at 550
      Biltmore Way, Suite 700, Coral Gables, Florida 33134 ("Mortgagor" or “Borrower”)
      and STANFORD INTERNATIONAL BANK, LTD.,
      a
      company organized and existing under the laws of Antigua,
      having
      an office at No. 11, Pavilion Drive, St. Johns, Antigua, West Indies
      ("Mortgagee" or “Lender”).

    


    WITNESSETH:

     

    A.   
      On
      July
      8, 2005 Mortgagor executed and delivered in favor of Mortgagee: (i) a Mortgage
      and Security Agreement (the "Mortgage"), encumbering certain property situate
      in
      Osceola County, Florida (the "Property"), legally described in Exhibit “A”
attached hereto and made a part hereof, which was recorded in Official Records
      Book 2855, at Page 1243 of the Public Records of Osceola County, Florida; (ii)
      a
      Assignment of Leases, Rents and Profits, recorded
      in Official Records Book 2855, Page 1280, of the Public Records of Osceola
      County, Florida (the “Assignment”); and (iii) an UCC-1 Financing Statement
      recorded in Official Records Book 2855, Page 1291, of the Public Records of
      Osceola County, Florida (the “Financing Statement”) for the purpose of securing
      a loan (the “Loan”) in the original principal amount of Seven Million One
      Hundred Fifty Thousand and No/100 Dollars ($7,150,000.00) evidenced by that
      certain Promissory Note dated July 8, 2005 executed by Mortgagor in favor of
      the
      Mortgagee (the "Original Note").

    


    B.   
       As
      additional security for the Original Note, Malcolm H. Wright and American
      Leisure Holdings, Inc., a Nevada corporation (collectively, the “Guarantor”)
      made, executed and delivered to the Mortgagee that certain Irrevocable and
      Unconditional Guaranty of Payment (the “Guaranty”) dated July 8, 2005, in favor
      of the Mortgagee, wherein the Guarantor guaranteed the repayment of all sums
      Original Note and Mortgage.

    


    C.   
       On
      January 5, 2006 Borrower and Guarantor requested that the Mortgagee make an
      Eight Hundred Fifty Thousand and No/100 Dollar ($850,000.00) future advance
      loan
      (the “First Future Advance Loan”) to the Borrower, which First Future Advance
      Loan is (a) evidenced by a Renewed, Amended and Increased Promissory Note (the
      “First Future Advance Note”) dated as of January 5, 2006, executed by the
      Borrower and made payable to the order of Lender, in the face amount of Eight
      Million and No/100 Dollars ($8,000,000.00), which First Future Advance Note
      represents a consolidation, amendment, restatement and renewal of the Original
      Note, and (b) secured by: (i) the Mortgage and the Assignment as amended by
      that
      certain Mortgage Modification Agreement and Future Advance Certificate
      made  as of January 5, 2006 and recorded on January 18, 2006 in
      Official Records Book 3034, at Page 2915 of the Public Records of Osceola
      County, Florida (the “First Mortgage Modification Agreement”); (ii) an UCC-1
      Financing Statement recorded in Official Records Book 3034, Page at 2921, of
      the
      Public Records of Osceola County, Florida (the “Second Financing Statement”);
      and (iii) an UCC-3 Financing Statement Amendment recorded in Official Records
      Book 3034, at Page 2926, of the Public Records of Osceola County, Florida (the
      “Financing Statement Amendment”).

     

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
 

    D.   
       On
      November 22, 2006 Borrower and Guarantor requested that the Mortgagee make
      a
      Four Million Three Hundred Thousand and No/100 Dollar ($4,300,000.00) future
      advance loan (the “Second Future Advance Loan”) to the Borrower, which Second
      Future Advance Loan is (a) evidenced by a Second Renewed, Amended and Increased
      Promissory Note (the “Second Future Advance Note”) dated as of November 22,
      2006, executed by the Borrower and made payable to the order of Lender, in
      the
      face amount of Twelve Million Three Hundred Thousand and No/100 Dollars
      ($12,300,000.00), which Second Future Advance Note represents a consolidation,
      amendment, restatement and renewal of the Original Note as renewed, amended
      and
      increased by the First Future Advance Note, and (b) secured by: (i) the Mortgage
      and the Assignment as amended by the First Mortgage Modification Agreement,
      and
      that certain Second Mortgage Modification Agreement and Future Advance
      Certificate made as of November 22, 2006 and recorded on December 1, 2006 in
      Official Records Book 3345, at Page 2054 of the Public Records of Osceola
      County, Florida (the “Second Mortgage Modification Agreement”); (ii) an UCC-1
      Financing Statement recorded in Official Records Book 3034, Page at 2921, of
      the
      Public Records of Osceola County, Florida (the “Second Financing Statement”);
      and (iii) an UCC-3 Financing Statement Amendment recorded in Official Records
      Book 3034, at Page 2926, of the Public Records of Osceola County, Florida (the
      “Financing Statement Amendment”).

    


    E.    
      On
      December 22, 2006 Borrower and Guarantor requested that the Mortgagee make
      an
      additional future advance loan to the Borrower in the amount of a One Million
      One Hundred Twenty Thousand and No/100 Dollar ($1,120,000.00) maturing on
      January 31, 2007 (the “Third Future Advance Loan”), which Future Advance Loan is
      (a) evidenced by a Third Renewed, Amended and Increased Promissory Note (the
      “Third Future Advance Note”) dated as of December 22, 2006, executed by the
      Borrower and made payable to the order of Lender, in the face amount of Thirteen
      Million Four Hundred Thirty Thousand and No/100 Dollars ($13,430,000.00), which
      Third Future Advance Note represents a consolidation, amendment, restatement
      and
      renewal of the Second Future Advance Note and (b) secured by: (i) the Mortgage
      and the Assignment as amended by the First Mortgage Modification Agreement,
      the
      Second Mortgage Modification and Future Advance and that certain Third Mortgage
      Modification Agreement and Future Advance Certificate made as of December 22,
      2006 and recorded in the Public Records of Osceola County, Florida (the “Third
      Mortgage Modification Agreement”).

    


    F.    
      On
      December 31, 2006 Borrower and Mortgagee entered into that certain Amendment
      No.
      1 to $13,420,000 Renewed, Amended and Increased Promissory Note and extended
      the
      Initial Indebtedness Maturity Date, as such term is defined in the Second Future
      Advance Note (the “Note Amendment”).

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    G.    
      Borrower
      and Guarantor have further requested that the Mortgagee make an additional
      future advance loan to the Borrower in the amount of a One Million Eight Hundred
      Eighty Thousand and No/100 Dollar ($1,880,000.00) (the “Fourth Future Advance
      Loan”), which Fourth Future Advance Loan is (a) evidenced by a Fourth Renewed,
      Amended and Increased Promissory Note (the “Fourth Future Advance Note”) dated
      as of even date herewith, executed by the Borrower and made payable to the
      order
      of Lender, in the face amount of Fifteen Million Three Hundred Thousand and
      No/100 Dollars ($15,300,000.00), which Fourth Future Advance Note represents
      a
      consolidation, amendment, restatement and renewal of the Third Future Advance
      Note, as amended by the Note Amendment.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, and to
      induce Mortgagee to agree to the modifications, it is agreed by and between
      Mortgagor and Mortgagee as follows:

    


    1. 
      The
      foregoing recitals are true and correct and hereby incorporated into this
      Agreement and made a material part hereof by this express reference. The Fourth
      Future Advance Loan constitutes a future advance under Section 11.18 of the
      Mortgage, as amended (the “Amended Mortgage”). 

    


    2. 
      Sections
      11.18 and 11.19 of the Amended Mortgage are hereby modified to provide that
      the
      total amount of indebtedness secured by the Amended Mortgage may be increased
      or
      decreased from time to time, but the total unpaid balance so secured at any
      one
      time shall not exceed the maximum principal amount equal to twice the original
      principal sum evidenced by the Fourth Future Advance Note plus interest thereon
      and any disbursements made under the Amended Mortgage or any of the Loan
      Documents for the payment of Impositions, levies, insurance, or otherwise,
      with
      interest on such disbursements. 

    


    3. Mortgagor
      hereby represents, warrants and covenants to and with Mortgagee that no default
      or event of default exists under the Original Note, the First Future Advance
      Note, the Second Future Advance Note, the Third Future Advance Note, the Amended
      Mortgage, the Assignment, or any of the other Loan Documents, as defined herein
      below, and that Mortgagor has no claims, offsets or defenses to its obligations
      there under. Mortgagor further represents that it is the owner of the
      Property.

     

    4. 
      Mortgagor
      acknowledges and confirms that (i) the Amended Mortgage constitutes a valid
      and
      binding lien on the Property and (ii) the Assignment and Financing Statements
      constitute valid and binding security interests in the property described
      therein.

    


    5. 
      The
      lien
      of the Amended Mortgage and Assignment secures payment of the indebtedness
      (the
      "Indebtedness") of the Fourth Future Advance Note and the performance of all
      obligations under all documents, and
      all
      modifications, extensions, substitutions, and replacements thereof, executed
      in connection with the loans evidenced and/or securing the Original Note, the
      First Future Advance Note, the Second Future Advance Note, the Third Future
      Advance Note, and the Fourth Future Advance Note (the "Loan
      Documents").

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
 

    6. 
      Mortgagor
      hereby reaffirms,
      re-acknowledges and ratifies each and every of the terms, covenants and
      conditions of the Loan Documents, and agrees to remain bound thereby and does
      hereby assume and agree to pay the Indebtedness and all interest and other
      charges contained in the Loan Documents.

     

    


    7. 
      It
      is the
      intention of the parties hereto that nothing herein shall constitute a novation
      of the indebtedness secured by the Mortgage and such indebtedness shall remain
      in full force and effect. In addition, the terms of this Agreement shall not
      operate to release, alter, impair, diminish, affect or subordinate the lien,
      or
      the priority of the lien, of the Mortgage, the Assignment, or any other document
      securing or evidencing Mortgagor's obligation and indebtedness to
      Mortgagee.

    


    8. To
      the
      extent of any inconsistency or conflict of any provisions contained in the
      Amended Mortgage, this Agreement, or other Loan Document, the provisions or
      any
      portion thereof, which in the sole judgment of the Mortgagor provide for the
      greatest protection or otherwise operate in the Mortgagor’s best interest shall
      govern.

     

    9. 
      Mortgagor
      acknowledges that as of the date of this Agreement, the Mortgagor has no
      defenses, counterclaims or claims to rights of offset with regard to its
      obligations under the Loan Documents with respect to the validity and
      enforceability of any collateral or security interests held by the Mortgagee
      evidenced or secured by the Loan Documents.

    


    10. This
      Agreement shall be binding upon and inure to the benefit of the Mortgagor,
      Mortgagee and their respective heirs, personal representatives, successors
      and
      assigns, and the terms and provisions hereof as well as the representations
      and
      warranties contained herein shall survive the execution and delivery
      hereof.

    


    11.
      MORTGAGEE
      AND MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
      EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON,
      OR
      ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT
      CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT AND ANY AGREEMENT
      CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
      COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE
      PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR MORTGAGEE ENTERING INTO
      THIS AGREEMENT WITH MORTGAGOR.

     

    
 

    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF, Mortgagor has caused its name to be hereunto affixed the day
      and year first above written.

     

     

    
      	Signed,
              sealed and delivered
              in
                the presence of:

               

               

              /s/
                Jason
                Williams                                                             
                

              Print
                Name:  Jason
                Williams                                           
                    

               

               

              /s/
                Michael
                Crosbie                                                          
                

              Print
                Name:  Michael
                Crosbie                                         
                

            	MORTGAGOR:
               

              REEDY
                CREEK ACQUISITION, LLC

              a
                Florida limited liability company

               

               

              By: 
                /s/ Malcolm J.
                Wright                              
                 

              Malcolm
                J. Wright, its Manager

               

              (CORPORATE
                SEAL)

            


    

     

     

    STATE
      OF
      FLORIDA                 

                                                             

    COUNTY
      OF
      ORANGE  

    


    The
      foregoing instrument was acknowledged before me this 2nd day of February,
      2007, by Malcolm J. Wright, as Manager of Reedy Creek Acquisition Company,
      LLC,
      a Florida limited liability company, on behalf of the company, and who is
      personally known to me or has produced _______________________________________
      as identification.

    


    


                                                                                                                                                                                                                           
      /s/ JK
      Hudson                                                     


    Notary
      Public, State of Florida

                                                                                                                   
      JK
      Hudson                                                          


    Printed
      Name of Notary Public:

    


    Commission#  DD459074    

            
      

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
 

    EXHIBIT
      “A”

    


    LEGAL
      DESCRIPTION

    


    PARCEL
      ONE:

    


    LOTS
      3 AND 4, IN THE SOUTHWEST 1/4 OF SECTION 2, TOWNSHIP 25 SOUTH, RANGE 27 EAST,
      OSCEOLA COUNTY, FLORIDA; LESS THAT PART OF SAID LOT 3 LYING SOUTH OF A LINE
      1819.04 FEET NORTH OF AND PARALLEL WITH THE SOUTH BOUNDARY OF SAID SOUTHWEST
      1/4, ALL IN THE MAP OF FLORIDA FRUIT & TRUCK LAND CO. SUBDIVISION, ACCORDING
      TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK "B" PAGE 68, OF THE PUBLIC RECORDS
      OF OSCEOLA COUNTY, FLORIDA.

    


    PARCEL
      TWO:

    


    THE
      WEST 1/2 OF THE EAST 1/2 OF THE SOUTHWEST 1/4 OF SECTION 2, TOWNSHIP 25 SOUTH,
      RANGE 27 EAST, LESS AND EXCEPT THE SOUTH 1336.22 FEET THEREOF, AND LESS THE
      NORTH 435.6 FEET OF THE WEST 100 FEET THEREOF, ALL LYING AND BEING IN OSCEOLA
      COUNTY, FLORIDA.

    


    TOGETHER
      WITH THE FOLLOWING EASEMENTS FOR INGRESS AND EGRESS:

    


    Parcel
      A:

    


    That
      portion of the following described land, lying North of State Road No. 530;
      from
      the Southwest corner of the West 1/2 of the East 1/2 of the Southwest 1/4 of
      Section 2, Township 25 South, Range 27 East, Osceola County, Florida, run North
      89°43'13"
      East, along the South line of said Section 2, 305.00 feet to the Point of
      Beginning; run thence North 00°01'20" East, parallel to the West line of said
      West 1/2 of the East 1/2 of the Southwest 1/4, 850.00 feet; run thence North
      89°43'13" East, 50.00 feet; run thence South 00°01'20" West 850.00 feet to the
      South line of said Section 2; run thence South 89°43'13" West, 50.00 feet to the
      Point of Beginning.

    


    Parcel
      B:

    


    A
      strip of land 25.0 feet in width each side of the following described line:
      From
      the Southwest corner of the West 1/2 of the East 1/2 of the Southwest 1/4 of
      Section 2, Township 25 South, Range 27 East, Osceola County, Florida, run North
      89°43'13" East, along the South line of Section 2, 330.0 feet; run thence North
      00°01'20" East, parallel to the West line of said West 1/2 of the East 1/2 of
      the Southwest 1/4, 850.0 feet to the Point of Beginning; continue North
      00°01'20" East, 114.39 feet to the Point of a Curve of a 75.00 foot radius curve
      to the left, having a central angle of 68°01'20"; run thence along said curve,
      89.04 feet to the Point of Tangent; run thence North 68°00'00" West, 198.67 feet
      to the Point of a Curve of a 110.0 foot radius curve to the right, having a
      central angle of 68°01'20"; run thence along said curve, 130.59 feet to the
      Point of Tangent; run thence North 00°01'20" East, 124.34 feet to the end of
      said line.

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
 

    


    TOGETHER
      WITH all rights to Signage Easement reserved in that certain Deed recorded
      at
      Official Records Book 550, Page 777, of the public records of Osceola County,
      Florida.

    


    


    PARCEL
      THREE:

    


    Begin
      at the Southeast corner of the Northwest 1/4 of Section 2, Township 25 South,
      Range 27 East, Osceola County, Florida, and run N 00°26'22" E, along the East
      Boundary of said Northwest 1/4, 500.02 feet; thence run S 89°51'41" W, 819.46
      feet; thence S 00°01'20" W, 450.00 feet; thence N 89°51'41" E, along a line
      50.00 feet North of and parallel with the South Boundary of said Northwest
      1/4
      of said Section 2, 296.13 feet to a point of a Curvature of a non-tangent curve
      concave Easterly, having a radius of 840.00 feet; thence Southeasterly along
      said curve to a point on the South line of said Northwest 1/4 of said Section
      2,
      lying S 89°51'41" W, 512.10 feet from said Point of Beginning; run thence N
      89°51'41" E, 512.10 feet to the Point of Beginning.