0000950159-09-000931 Sample Contracts

FIRST AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • March 31st, 2009 • HMG Courtland Properties Inc • Real estate investment trusts

This First Amendment to Management Agreement (this "Amendment") is made and entered into as of this 30 day of March 2007, ("Effective Date") by and between Bayshore Rawbar, LLC, a Florida limited liability company ("Owner") and RMI, LLC, a Florida limited liability company ("Operator").

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ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT BY NOBLE HOUSE GROVE ISLE, LTD.
Management Agreement • March 31st, 2009 • HMG Courtland Properties Inc • Real estate investment trusts • Florida

The undersigned, NOBLE HOUSE GROVE ISLE, LTD. ("Assignor"), hereby sells, assigns and transfers to GH-GROVE ISLE MANAGEMENT LLC ("Assignee"), free and clear of any liens or encumbrances, all of Assignor's right, title, and interest in, to and under the Spa Management Agreement for Grove Isle Spa Terre, dated as of September 15, 2004 (the "Spa Management Agreement'), by and between Grove Spa, LLC, a Delaware limited liability company, as owner ("Owner") and Assignee, as operator, together with any and all payments and distributions therefrom subsequent to the date hereof. Capitalized terms not separately defined herein shall have the meanings ascribed to them in the Spa Management Agreement.

THIRD AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT
And Restated  lease Agreement • March 31st, 2009 • HMG Courtland Properties Inc • Real estate investment trusts

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT (the “Amendment”) is dated as of November [14], 2008 and is by and between GROVE ISLE ASSOCIATES, LLLP, a Delaware limited liability limited partnership [f/k/a Grove Isle Associates, Ltd.] (the “Lessor”) and GROVE HOTEL PARTNERS, LLC, A Delaware limited liability company (“Lessee”).

ASSIGNMENT AND ASSUMPTION OF LEASE AND CONSENT OF LANDLORD
Assignment And • March 31st, 2009 • HMG Courtland Properties Inc • Real estate investment trusts • Florida

This Assignment and Assumption of Lease and Consent of Landlord (this “Assignment”) is made and entered into as of November [14], 2008 (the “Effective Date”), by and among Westgroup Grove Isle Associates, Ltd. (“Assignor”), and Grove Hotel Partners LLC (“Assignee”), and is joined by Grove Isle Associates, LLLP [f/k/a Grove Isle Associates, Ltd.] (“Landlord”) for the purposes herein expressed, in reference to the following:

AMENDMENT TO OPERATING AGREEMENT OF GROVE SPA, LLC, A DELAWARE LIMITED LIABILITY COMPANY
Operating Agreement • March 31st, 2009 • HMG Courtland Properties Inc • Real estate investment trusts

This Amendment to Operating Agreement (the “Amendment”) is made effective as of November 14, 2008 (the “Effective Date”) by and between Grove Hotel Partners, LLC, a Delaware limited liability company (“GHP”) and CII Spa, LLC, a Delaware limited liability company (“CII”) is made and entered into based upon the following:

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