(1)        Amended and Restated Development and Construction Loan Agreement among Lender, Borrowers and Guarantors dated October 31, 2000 (“Loan Agreement”);

        (2)        $18,000,000.00 Revolving Promissory Note Construction Mortgage Loan made by Borrowers and Guarantors payable to the order of Lender dated October 31, 2000, which consolidates the Loans referenced in Sections 6 and 8 below (“Revolving Note”);

        (3)        Guaranty Agreement made by NTS Mortgage Income Fund in favor of Lender dated October 31, 2000;

        (4)        Stock Pledge Agreement by NTS Mortgage Income Fund in favor of Lender pledging its one hundred percent (100%) ownership in the capital stock of NTS/Lake Forest II to Lender dated October 31, 2000;

        (5)        Amendment to Stock Pledge Agreement by NTS Mortgage Income Fund in favor of Lender pledging its one hundred percent (100%) ownership in the capital stock of NTS/Virginia to Lender dated October 31, 2000;

        (6)        Development and Construction Loan dated December 30, 1997 which evidences a Ten Million Seven Hundred Thousand and 00/100 Dollar ($10,700,000.00) loan made by Lender to NTS/Virginia Development Company which is now consolidated under the Revolving Note. Such loan is secured by the following:

        (a)        Credit Line Deed of Trust and Security Agreement dated December 30, 1997 made by Borrower, NTS/Virginia Development Corporation in favor of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, as Trustees for the benefit of Lender, of record in Deed Book 1521, Page 447 in the office of the

Spotsylvania County Recorder’s Office, as amended on October 31, 2000 in Deed Book 1874, Page 355 in the Spotsylvania County Recorder’s Office (as modified in Items 9, 12, 14, 17, and 20, the “Deed of Trust”), which encumbers the real property more fully described in Exhibit A (“Fawn Lake Property”);

        (b)        Conditional Assignment of Leases, Rents, Contracts, Income and Proceeds dated December 30, 1997 made by the Borrower in favor of Lender, of record in Deed Book 1521, Page 501 in the Spotsylvania County Recorder’s Office, as amended on October 31, 2000 in Deed Book 1874, Page 362, Spotsylvania County Recorder’s Office; and

        (c)        UCC-1 Financing Statements of record in Spotsylvania County Recorder’s Office.

        (7)        Environmental Indemnity Agreement between Lender and NTS/Virginia dated October 31, 2000;

        (8)        Environmental Indemnity Agreement between Lender and NTS/Lake Forest II dated October 31, 2000;

        (9)        Mortgage Loan Modification Agreement between Lender and Borrowers dated May 16, 2003 and recorded on July 1, 2003 as Instrument 200300025884 in the Clerks office of the Circuit Court of Spotsylvania County, Virginia;

        (10)       Second Amended and Restated Revolving Promissory Note dated May 16, 2003 granted by Borrowers to Lender in the principal amount of Twelve Million and 00/100 Dollars ($12,000,000.00) (“Second Amended Note”);

        (11)       [INTENTIONALLY LEFT BLANK]

        (12)       Second Mortgage Loan Modification Agreement between Lender and Borrowers dated June 22, 2004 and recorded on July 12, 2004 as Instrument LR200400026770 in the Clerks office of the Circuit Court of Spotsylvania County, Virginia;

        (13)       Third Amended and Restated Revolving Promissory Note dated June 22, 2004 granted by Borrowers to Lender in the maximum amount of available credit of Eight Million and 00/100 Dollars ($8,000,000.00) (“Third Amended Note”);

        (14)       Third Mortgage Loan Modification Agreement between Lender and Borrowers dated April 20, 2005 and recorded on May 16, 2005 as Instrument 200500018730 in the Clerks office of the Circuit Court of Spotsylvania County, Virginia;

        (15)       Fourth Amended and Restated Revolving Promissory Note dated April 20, 2005 granted by Borrowers to Lender in the maximum amount of available credit of Five Million and 00/100 Dollars ($5,000,000.00) (“Fourth Amended Note”);

        (16)       Fifth Amended and Restated Revolving Promissory Note dated October 24, 2007 granted by Borrowers to Lender in the maximum amount of available credit of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) (“Fifth Amended Note”);

        (17)       Fourth Mortgage Loan Modification Agreement between Lender, Borrower, Orlando Lake Forest and Guarantor dated October 24, 2007 and recorded December 13, 2007 as Instrument No. LR200700033396 in the Clerk’s Office of Spotsylvania County, Virginia;

        (18)       Unrecorded Open End Mortgage, Security Agreement and Assignment of Rents and Leases dated October 24, 2007, granted by Orlando Lake Forest in favor of Lender, encumbering land more particularly described in Exhibit B (“Additional Property”) located in Seminole County, Florida (“Additional Mortgage”);

        (19)       Unrecorded Assignment of Contracts and Income dated October 24, 2007, granted by Orlando Lake Forest in favor of Lender ("Additional Assignment");

        (20)       Fifth Mortgage Loan Modification Agreement between Lender, Borrower, Orlando Lake Forest and Guarantor dated May 19, 2008 and recorded June 12, 2008 as Instrument No. LR200800012251 in the Clerk’s Office of Spotsylvania County, Virginia;

        (21)       Sixth Mortgage Loan Modification Agreement between Lender, Borrower, Orlando Lake Forest and Guarantors dated September 1, 2008 and recorded September 29, 2008 as Instrument No. 20080009584 in the Clerk’s Office of Spotsylvania County, Virginia; and

        (22)       Sixth Amended and Restated Promissory Note dated September 1, 2008 granted by Borrowers to Lender in the principal amount of Seven Million Three Hundred Fifty-Two Thousand And 00/100 Dollars ($7,352,000.00) (“Sixth Amended Note”), which Sixth Amended Note has a current outstanding balance in the amount of Five Million Seven Hundred Ninety-Nine Thousand Four Hundred Sixty-Eight and 00/100 Dollars ($5,799,468.00);

        (23)       Unconditional and Continuing Guaranty granted by NTS Guaranty Corporation dated September 1, 2008;

        (24)       Promissory Note Modification Agreement dated November 21, 2008 between Borrowers, Guarantors and Lender;

        (25)       Promissory Note Modification Agreement dated April 15, 2009 between Borrowers, Guarantors and Lender; and

        (26)       Promissory Note Modification Agreement dated May 15, 2009 between Borrowers, Guarantors and Lender.

        (1)        Amendment to the Notes.

        (a)        The Notes shall be amended and restated in their entirety to extend the maturity date, to amend the interest rate thereunder, to add availability thereunder in the amount of One Million and 00/100 Dollars ($1,000,000.00), and to provide for certain covenants, representations and warranties of Borrowers, as more fully defined in and pursuant to a Seventh Amended and Restated Promissory Note dated of even date herewith (“Restated Note”). The Restated Note shall not constitute a repayment or satisfaction of the Indebtedness evidenced by the Notes, which for all purposes hereunder shall remain outstanding from December 30, 1997, January 6, 1998, October 31, 2000, May 16, 2003, June 22, 2004, April 20, 2005, October 24, 2007, September 1, 2008, November 21, 2008, April 15, 2009 and May 15, 2009, respectively.

        (b)        The parties agree that any reference in the Notes to a principal repayment in the amount of Two Million and 00/100 Dollars ($2,000,000.00) shall be deleted in its entirety.

        (a)        Cross-Collateralization. The Loans shall be cross-collateralized as of the effective date of this Agreement and accordingly, Borrowers hereby grant and mortgage the Fawn Lake Property and the Fawn Lake Golf Course Property and Orlando Lake Forest grants the Additional Property to Lender under the terms of the Deed of Trust, Additional Deed of Trust and Additional Mortgage and all other collateral securing the Loans shall secure all of the Loans and all obligations under the Loan Documents and the documents evidencing and securing the 2009 Lot Development Loan.

        (b)        Cross-Default. That upon the occurrence of an Event of Default as defined in the Deed of Trust, Additional Deed of Trust and Additional Mortgage or any of the other Loan Documents and the documents evidencing and securing the 2009 Lot Development Loan, Lender may, at its option and in its sole and absolute discretion, but only after the giving of written notice and the passage of the cure period as provided in such Loan Documents and the documents evidencing and securing the 2009 Lot Development Loan, declare an Event of

Default under all of the Loans and exercise any and all remedies available upon the occurrence of an Event of Default as provided in the Deed of Trust, Additional Deed of Trust and Additional Mortgage or in any other Loan Documents and the documents evidencing and securing the 2009 Lot Development Loan. Such remedies include, without limitation, the right to declare the entire aggregate balance of principal, accrued interest, and other charges then outstanding under any one or all of the Loans immediately due and payable and the right to foreclose the Deed of Trust, Additional Deed of Trust and Additional Mortgage and repossess any other collateral securing the Loans. Lender’s remedies shall be cumulative, concurrent, and nonexclusive and may be pursued against Borrowers or any collateral for the Loans, including the Fawn Lake Property, the Fawn Lake Golf Course Property and the Additional Property or any parcel or parcels thereof.

        (a)        Lender’s extension fee of Thirty-Three Thousand Nine Hundred Ninety-Eight and 00/100 Dollars ($33,998.00), Lender’s legal fees and title fees, and other out-of-pocket expenses in connection with the modification contained herein;

        (b)        authorizing resolutions from Borrowers and Guarantors authorizing the modifications and authorizing the execution of the Restated Note, the Additional Deed of Trust and the Cross-Default Agreement as stated above; and

        (c)       Borrowers agree that the deposit accounts of the Fawn Lake Community Association (including but not limited to, the streets and the annual dues account) will continue to be maintained at Lender during the life of the loan described herein. Borrowers acknowledge that these accounts will have a balance of between One Million and 00/100 Dollars ($1,000,000.00) – Two Million and 00/100 Dollars ($2,000,000.00).

        (d)        Borrowers agree to continue to provide a $300,000 Letter of Credit naming Lender as beneficiary to guarantee the Borrowers’ commitment to pay interest on the Indebtedness.

        (a)       Borrowers acknowledge and unconditionally promise to pay the entire Indebtedness as set forth in the Restated Note and in the original and amended instruments evidencing and securing the Indebtedness.

        (b)       Borrowers and Lender agree that the entire Indebtedness, as evidenced by the Restated Note, shall be secured by the Deed of Trust, as amended, the Additional Mortgage, as amended, the Additional Deed of Trust and the other Loan Documents, as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, Additional Mortgage, Additional Deed of Trust, and other Loan Documents, as amended.

        (c)       NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement set forth in Section A(14) of the Recitals hereof (except as may have been previously released), in the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject to the Deed of Trust and that the Deed of Trust will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company for the 48 acres of timbered land at Fawn Lake.

        (d)        NTS/Virginia represents and warrants that it is the true and lawful owner of the Property subject to the Additional Deed of Trust and that the Additional Deed of Trust is and will be maintained as a valid first mortgage lien on the property encumbered thereby.

        (e)        Orlando Lake Forest represents and warrants that it is the true and lawful owner of the property subject to the Additional Mortgage and that the Additional Mortgage, as amended, is and will be maintained as a valid first mortgage lien on the property encumbered thereby.

        (f)        Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as of the date hereof.

        (f)               Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any of the foregoing’s respective directors, officers, employees, agents, attorneys and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “Prior Related Event” means any transaction, event, circumstance, action, failure to act, occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted or begun at any time prior to the Effective Date or occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of any of the terms of the Loan Documents or any documents executed in connection with the Loan Documents or which was related to or connected in any manner, directly or indirectly to the extension of credit represented by the Loan Documents.