4;-en. /1,-7

4;-en. /1,-7 • 1 Int / ASSIGNMENT AND ASSUMPTION OF MATERIAL CONTRACTS, SLIP AGREEMENTS AND LEASES THIS INDENTURE, made this arf day of January, 2007 by and between MOF VI LIMITED PARTNERSHIP, a U.S. Virgin Islands limited partnership, whose mailing address is, 4801 Spring Valley Road, Suite 80, Dallas, Texas 75244 ("Seller") and IGY- AYH ST. THOMAS HOLDINGS, LLC, a United States Virgin Islands limited liability company, whose mailing address is c/o Island Capital Group LLC, 717 Fifth Avenue, 18th Floor, New York, New York 10022 (the "Buyer"). O. 0 •-• CT) ..*As WHEREAS, Buyer and Seller entered into a Purchase and Sale Agreement dated —00 MI Erzi, as of October 23, 2006 ("Agreement") pursuant to which Buyer agreed that it would accept delivery from Seller of, and Seller agreed to sell, convey, assign, transfer and 7,-41,1° 1 deliver to Buyer, on the Closing Date (as defined in the Agreement), Seller's right; title acorng. c.4 and interest in the Property (as defined in the Agreement) and Seller agreed to deliver to Buyer a general instrument of, assignment, and assumption as to Seller's title to all of the Material Contracts, Slip Agreements and I Ames (all as defined in the Agreement) to be sold to Buyer, and Buyer agreed that Buyer would sign this document to evidence Buyer's assumption of the liabilities to be assumed by Buyer under the provisions of the Agreement and WHEREAS, by this Indenture, Seller intends to sell, convey, assign and transfer to Buyer, its successors and assigns, all of the right, title and interest of Seller in and to the Material Contracts, Slip Agreements and Leases to be sold to Buyer as provided in the Agreement NOW, THEREFORE, pursuant to the Agreement and in consideration of the premises and of other valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, and of the mutual covenants herein set forth, Seller has given, granted, conveyed, assigned, transferred, sold, remised, released, alienated, set over and confirmed and by these presents does give, grant, convey, assign, transfer, sell, remise, release, alienate, set over and confirm unto Buyer, its successors and assigns, forever, as an entirety, all of the rights and interests in the Material Contacts, Slip Agreements and Leases set forth on Exhibits A and B attached hereto and made a part hereof, excluding, however, any tenant receivables arising prior to the effective date hereof and any Delinquent Rents as defined in the Agreement. PROVIDED, HOWEVER, that except as provided in the Agreement, nothing herein shall be deemed to constitute an assignment or an attempt to assign any contract or other agreement to which Seller is a party if the attempted assignment thereof, or if the attempted assignment thereof without the consent of the other party thereto, would constitute a breach thereof or affect in any way the rights of Seller thereunder and such consent has not been given; TO HAVE AND TO HOLD all of the aforesaid rights and interests hereby given, granted, conveyed, assigned, transferred, sold, remised, released, alienated, set over, and confirmed or intended so to be unto Buyer to and for the use of Buyer, its successors and assigns, forever. AND IN FURTHER CONSIDERATION as aforesaid, Seller and Buyer, respeclively,-each for itself, its successors and assigns, has covenanted, bargained and 2£S000L002 1430(1 AM 1795252514 1/1602007HAWKSB EFTA01086558 agreed and by this Indenture hereby covenants, bargains and agrees each to and with the other, its successors and assigns, as follows: I . Upon written request of Buyer, Seller, from time to time, will execute and deliver to Buyer, without further consideration but without expense to Seller, such other and further instruments of conveyance, assignment and transfer as Buyer may reasonably request for the more effective conveyance, assignment and transfer to Buyer of any of the aforesaid. 2. Seller hereby make; constitutes and appoints Buyer the true and lawful attomey-in-fact of Seller, with full power of substitution, in the name and stead of Seller, but on behalf and for the benefit of Buyer, to demand and receive any and all of the aforesaid rights and interests of Seller, and to give receipts and releases for and in respect of the same, and any part thereof, and from time to time to institute, prosecute, appear in, defend and appeal in the name of Seller, or otherwise, at the expense and for the benefit of Buyer, any and all actions, suits and proceedings at law, in equity or otherwise, which Buyer may deem proper in order to collect or reduce to possession any of the aforesaid rights and interests of Seller and/or in order to collect or enforce any claim or right of any kind hereby conveyed or assigned and transferred, or to resist or defend against any claim, debt, obligation, liability or assertion of a liability assumed by Buyer, or intended so to be, and to do all acts and things in relation to the rights, interests, liabilities and obligations which Buyer shall deem desirable, Seller hereby declaring that the foregoing powers are coupled with an interest and are and shall be irrevocable by any act of Seller, or by its winding up and dissolution, or in any other manner or for any reason whatsoever. 3. Buyer agrees to assume, and hereby does assume, and agrees to undertake, perform and pay any and all obligations of Seller arising on or after the date hereof in respect of all of the Material Contracts, Slip Agreements and Leases existing or incurred on or after the date hereof (collectively, the "Assumed Obligations") and Buyer hereby indemnifies and holds harmless Seller against any and all losses, costs and expenses (including, without limitation, reasonable legal expenses) resulting from or relating to the Assumed Obligations. PROVIDED, HOWEVER, that nothing herein contained shall be deemed to prevent Buyer from defending, adjusting, compromising, settling or otherwise satisfying in good faith any or all of the Material Contracts, Slip Agreements and Leases assumed by Buyer under this Indenture. 4. This Indenture shall be governed and construed by the laws of the U.S. Virgin Islands and shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. EFTA01086559 IN WITNESS WHEREOF, the parties have duly executed this Indenture on the day and year first above written. Signed in the pre E Wi Prin Witness: Print Name: SELLER. MOF VI LIMITED PARTNERSHIP, a United States Virgin Islands limited partnership By: American Yacht Harbor Corporation, its General Pa5tner By: Ronald W. Rhoades, President IGY-AYH ST. THOMAS HOLDINGS, LLC, a United States Virgin Islands limited liability company By: Island Global Yachting Facilities Ltd., its sole m imager By: Name: nig" w lay Title: Vtoi. beflestilt Sear TERRITORY OF THE U.S. VIRGIN ISLANDS ) ss: DISTRICT OF ST. THOMAS AND ST. JOHN ) ot The foregoing instrument was acknowledged before me this 1 b day o W. Rhodes as President of American Yacht Harbor Corporation, a Dc Partner of MOP VI Limited Partnership, a U.S. Virgin Islands Um corporation and said limited partnership. A. JAMES CASNER IH NOWT PUBLIC OF ST.THOMAS & St JOHN COMMISSION EXPIRES MARCH 4, Me UIP-010-05 TERRITORY OF THE U.S. VIRGIN ISLANDS DISTRICT OF ST. THOMAS AND ST. JOHN ss: , y1' The foregoing instrument was acknowledged before me this a da W. Levy as the duly authorized Director of Island Global Yachting F exempt company, as Sole Member of IGY-AYH St. Thomas Holdings, liability company on behalf of said exempt company and said limited A. JAMES CASTER M NOTARY PUBLIC OF SIMI OMAS & ST. JOHN USVI COMMISSION EXPIRES MARCH 4,2009 LNP-010-05 nary, 2007, by Ronald corporation, as General wp on behalf of said 4 • .1 I I ' Public of January, 2007, by Marc a Cayman Isla* V' Islands. limited Public EFTA01086560 EXHIBIT A MATERIAL CONTRACTS P — Dock Management Agreement Discover Ad Contract 2007 Fuel Sales Agreement Agreement for the Purchase and Lease of Equipment Superyacht Ad Contract 2007 TSG Water Supply Agreement USVI 2006 Marine Guide Ad Contract USVI 2007 Marine Guide Ad Contract EFTA01086561 AUG-23-2004 04:19A FROM: TO:7765970 MOF VI Limited Partnership 6142 Campbell Road, Suite 200 Dallas, Texas 75248 January L/2007 TSG Capital, Inc. M. Box 15967 Savannah, Georgia 31416 Re: Consent to Transfer Gentlemen: MOF VI Limited Partnership d/b/a American Yacht Harbor ("AYH"), which is the owner of American Yacht Harbor, St. Thomas, USVI (the "Property"), has entered into a purchase and sale agreement to sell the Property to IGY-AYH St. Thomas Holdings, LLC ("ICY"). This transaction (the "Transaction") is expected to close In January 2007. As part of the Transaction, AYH has agreed to assign to IGY all of its rights and obligations under that certain Water Supply Agreement dated February 17, 2001, between AYH and TSG Capital, Inc. ("11`80") (together with all amendments thereto, the "Agreement"). In accordance with Section 17.3 of the Agreement, TSG is required to give its consent to any such assignment. Accordingly, by executing in the space below, TSG hereby consents to the transfer of the Agreement from AYH to TOY upon the condition that IGY expressly and unconditionally assumes all of the obligations of AYH under the Agreement and promptly delivers a copy of such fully executed assignment to TSG. The remainder of this page Is left blank The signature page(s)follow. 6m26.0004 WEST 6015721 v.1 EFTA01086562 ;LIG-23-2004 04:20A FROM: tU: ON' CO r..r. TSG Capital, Inc. Page 2 Sincerely, MOF VI LIMITED PARTNERSHIP By: American Yacht Harbor, Inc., general Partner By: Name: Title: To the knowledge of TSG, AYH is not in default in the performance of any of its obligations under the Agreement, and TSG is not aware of any fact or condition which, with notice or lapse of time or both, will become such a default. AYH has paid TSG all amounts due through the date of TSG's acknowledgment to this letter, which last payment was in the amount of ACKNOWLEDGED, AGREED AND CONSENTED AS OF JANUARY /1-4 2007: TSG By: Name: Title: 1TAL, INC. iskaIQ --rs rosy i 613226.0006103ST 601$221 v.1 EFTA01086563 EXHIBIT B LEASES AND SLIP AGREEMENTS EFTA01086564 AYIUtent Roll[1] Suite Tenant Lasubirk A1-1 Neptune Fishing Supplies Al-2 Inc. (Rhiannons) AI-3 First Bank VI A1-4, A1-5, Tradewinds Food Co. A2-1 Island Meeting & Incentives A2-2 Carib Oil A2-3 Sunhaven Realty A2-4 Malone Roberts A2-5 Melissa Nelson / Knots Away A2-6 Islands Yacht Charters, Inc. A2-7 Anodyne at Home A3-I Corporate Service Grp B1 -E Islands Yacht Charters, Inc B2-1, B2-2 Antilles Yachting Corp (dba Island Marine Supply) B2-4, B2-5 Stout Realty B2-10 Captain Nautica B2-7 Lotus Asian Grill and Sushi B3-1, B3-2 C-Boy, Inc. (Caribbean Steakhouse & Saloon) B3-3, B3-5 Financial Trust Co. Cl-6 Trust Asset Mgmt C2-1 Dolphin Dreams C2-2 Cool Signs C2-3 Sally Smith C2-4 Red Hook Video Store C2-5 Purely Paws, LLC C2-6 13 J Mcxx dba Elizabeth Jane C2-7 Matthew Lutz dba Keep Left C2-8 The Captain School C3- I 4, Deck Limnos Bar (Sopchoppy's) 1/17/2007 4:52 PM EFTA01086565 AVII_Rent_Roll[1] Suite Tenant Ireland-latatiolly b./bloats a Whale of a Tail DI-1 marlin deck Lanes in Paradise deck Tradewinds Food Co. 21-1 L. Inchterpnses, Inc dba Sawyer Dive Center El -2 CTS Enterprises, Inc dba Sawyer Dive Center E2-1 Springline, LLC FI-1 La Providence, Inc. F1-2 Nauti Nymph Storage F1-3 Molly Molone's Storage F1-4 LSJ Storage (new) F1-5 AYH Storage F1.6 Waters Edge Storage F1-7 AYH Shower FI-11 AYH Shower F1-9 LSI Storage (old) Andrew Buckley TSO Adjustment from 12/04 F2-I Anita Reaves-George F2-2 East End Cafe, Inc. F2-3 East End Café, Inc. LSJ - billed with slip Carib Saloon - CAM reduction 1/17/2007 4:52 PM EFTA01086566 AYH_Rent_Roll[1] Ext. Annual Seasonal Transient Slip N SSli Boat Na Length 1/17/2007 208 208 227 228 229 230 A-01 A-02 A-03 A-04 A-05 A-06 AYH Fuel Dock AYH Fuel Dock 231 S A-07 Bad Boy 70 232 A-08 233 A-09 234 A-10 237 A-11 237 A-11 236 A-12 256 S A-13 April Michelle 61 238 A-14 244 A-15 223 A A-16 Marlin Prince 45 243 S A- I 7 Black Shadow 65 242 A A-I8 Revenge 58 A A-19 See& Ski 30 S A-20 SharIcy's Revenge 46 A A-21 See & Ski 30 S A-22 TIT April Michelle 31 A A-24 See & Ski 30 A A-26 See & Ski 30 251 13-01 252 B-02 253 EI-03 235 A 13-04 Island Yachts 40 255 B-05 259 A B-06 Island Yachts 40 257 B-07 248 A B-08 Island Yachts 40 N/A S B-09 Egraine 45 N/A A B-10 Island Yachts 40 261 B-11 262 A B-12 Island Yachts 40 264 B-13 263 S B-14 Ballerina 44 249 B-15 254 S B-16 Chico 35 B-17 A B-I8 FlyBy 31 A B-19 I.SJ 34 A B-20 Old Man IV 28 A B-21 Baby Bacchus 33 A 8-22 Capital Punishment 28 A B-23 Buckaroo 30 B-24 A B-25 Nauti Nymph 30 A B-26 Nauti Nymph 30 266 S C-01 All Risks 82 N/A S C-02 All Risks 268 C-03 270 S C-04 Sarah lane 65 4:55 PM 266 C-05 EFTA01086567 Annual Seasonal AYILRent_Roll(1) _ Ext. Transient Slip H Boat Nge Lesgth. 269 S C-06 Reel Tight 78 239 S C-07 Second Wind 54 267 A C-08 Bacchus 63 250 C-09 N/A A C-10 LSJ 45 260 A C-11 In Limbo 56 258 A C-12 LSJ Lady G 45 240 C-13 N/A A C-14 Wigan= 40 N/A C-15 265 C-16 A C-17 Magic Moments II 40 A C-18 Nauti Nymph 30 A O-19 Magic Moments 40 A C-2I Nauti Nymph 30 222 S D-01 Mistral 84 S D-02 Mistral 220 13-03 N/A A D-04 ScubaDu 40 245 O-05 N/A A D-06 Serenity Found 35 N/A A D-07 Rainbow Connection 47 N/A A 0-08 Sea Biscuit 40 N/A D-09 N/A A D-10 Sea Biscuit N/A D-11 D-12 S D-13 Blue Tang 51 D-14 S D-15 Red }looker 45 A D-16 Fool's Gold 40 A O-17 Water's Edge 46 A D-IS Fool's Gold A D-19 Waters Edge 40 A D-20 U. S. Customs 2 39 A D-2I Water's Edge 65 A D-22 U. S. Customs 3 39 A D-24 Gemini 27 A D-26 Jus Right 26 A D-28 Water's Edge 60 A D-30 Water's Edge E-01 A E-02 Dog Life 25 A E-03 Atlantic Raider 27 A E-04 MolcSha 28 E-05 A E-06 Loafer's Glory 30 A E07 Salty Paradise 21 A E-08 Nauti Nymph Chase 35 A E-09 St. Somewhere 25 A E-10/11 Island Yachts 20 Annt 52 49.52% Seas( 17 16.19% 1/17/2007 4:55 PM EFTA01086568 ATILRent_Rnll[1] Ext. Annual Seasonal Transient Slip # Boat Pigs 1117/2007 Length 247 P-01 A-P P-03 Dark Horse P-04 A-P P-05 Just Grind 35 P-06 P-07 A-P P-08 Catlin Court 56 A-P P-09 Ripple 35 P-I0 A-P P-I I Lovango 24 P-12 A-P P-13 Lovango 24 P-14 A-P P-IS Great White 26 A-P P-16 Stormy Petrol 42 A-P P-17 Awesome Rentals 22 A-P P-I8 Pirates Penny 42 A-P P-19 Awesome Rentals 22 A-P P-20 Blue Fin II 44 A-P P-2I Awesome Rentals 22 A-P P-22 Leon's Sea Ray 25 A-P P-23 Awesome Rentals 22 A-P P-24 Ma Joux III 36 A-P P-26 Awesome Rentals 22 A-P P-28 Awesome Rentals 22 4:55 PM EFTA01086569