Ooel 2069603'303 Pisces 14 85/13/809 2:59PS Official Records of ST PrOriSiST a.; tell.A4 0. ART SWATH ROMER OF %EDS Fees $41.58 MODIFICATION OF MORTGAGE AND THIRD MODIFICATION AGREEMENT This Third Modification Agreement ("Agreement") is entered into as of the 1st day of December, 2008 ("Effective Date'), by and among LIBERTY BANKERS LIFE LNSURANCE COMPANY, an Oklahoma life insurance company, successor by merger to AMERICAN RESERVE LIFE INSURANCE COMPANY, an Oklahoma life insurance company ("Lender"), HANS LOLLICK LAND COMPANY, LIMITED LIABILITY LIMITED PARTNERSHIP, a U. S. Virgin Islands limited liability limited partnership ("Borrower"), BRUCE RANDOLPH TIZES ("Guarantor"), PETER R. MORRIS ("Additional Guarantor"), PRM DEVELOPMENT, LLC, a Delaware limited liability company ("Pledger 1"), REARDEN CAPITAL, LLC, a U. S. Virgin Islands limited liability company (("Pledger 2"), BRUCE R. TIZES ("Pledger 3") and RICHARD P. BLUMBERG ("Pledger 4", and Borrower, Guarantor, Additional Guarantor, Pledger 1, Pledger 2, Pledger 3 and Pledger 4 are collectively referred to as "Obligors"). Recitals A. Pursuant to a Promissory Note, dated September 17, 2004 ("Note"), Lender made a loan ("than") in the principal amount of 'Three Million Seven Hundred Fifty Thousand and No/100ths Dollars ($3,750,000.00). B. The Loan was evidenced by the Note and secured by a (I) Mortgage, executed by Borrower for the benefit of Lender, dated September 17, 2004, filed September 17, 2004, recorded as Document No. 2004008258 in the Office of the Recorder of Deeds for the District of St. Thomas and St. John, United States Virgin Islands ("Mortgage') encumbering property described on Exhibit "A" attached hereto; (ii) Loan Agreement, dated September 17, 2004, by and between Borrower and Lender ("Loan Agreement"); and (iii) Profits Participation Agreement, dated September 17, 2004, by and between Lender and Borrower ("Profits Participation", and the Note, Mortgage, Loan Agr