ex10-1.htm


    Exhibit
      10.1

     

    PROMISSORY
      NOTE

     

    
      	
              U.S.
                $4,000,000.00

            	
               June
                29, 2007

            


    

     

     

    FOR
      VALUE
      RECEIVED, TDS AMENITIES, INC, a Florida corporation and
TDS TOWN HOMES (PHASE 2), LLC, a Florida limited liability
      company, with their principal addresses at 2460 Sand Lake Road, Orlando, Florida
      32809 (collectively “Borrower”), hereby promises to pay to the order of
CENTRAL FLORIDA VENTURES, L.L.C., a Florida limited liability
      company (“Lender”), with its principal address at 2460 Sand Lake Road,
      Orlando, Florida 32809, the principal sum of  FOUR MILLION DOLLARS
      ($4,000,000.00) or so much thereof as may be advanced from time to time, and
      interest accrued on the balance of principal from time to time outstanding,
      in
      United States currency, at the rates and at the times hereinafter
      described.

     

     

    1.
      Term.  The term shall commence on the date set forth above
      (“Effective Date”) and shall expire in one (1) year from such date, at which
      time, all outstanding principal, accrued interest, changes and fees shall be
      due
      and payable.

     

     

    2.
      Interest Rate.  The principal amount hereof outstanding from
      time to time shall bear interest from the date of disbursement until paid in
      full at THIRTEEN PERCENT (13%) per annum, compounded
      monthly.  Interest on the Loan shall be calculated for the actual
      number of days elapsed on the basis of a 360-day year, including the first
      date
      of the applicable period to, but not including, the date of
      repayment.

     

     

    3.
      Payment Schedule.  A balloon payment of all principal and
      accrued, but unpaid interest due and shall be payable at the expiration of
      the
      one (1) year term of this Note.

     

    4.  Late
      Charge.  Any installment not received within ten (10) days of when
      due, shall be subject to, and it is agreed that the Lender shall collect thereon
      a “late charge” in the amount of five percent (5%) of such delinquent
      installment.  Said “late charge” shall be immediately due and payable
      and shall be paid by the Borrower without notice or demand of the
      Lender.

     

    5.  Prepayment.  The
      Borrower shall have the right to prepay all or any portion of the principal
      of
      this Note at any time without notice, premium or penalty for the privilege
      of
      such prepayment.  In the event of full prepayment, all accrued
      interest and other charges shall be paid at the same time as full principal
      prepayment.  Any partial prepayment shall be applied against the
      principal amount outstanding and shall not postpone the due date of any
      subsequent monthly installments or change the amount of such
      installments.

    


    6.  Interest
      Limitation.  Interest payable under this Note or any other payment
      which would be considered as interest or other charge for the use or loan of
      money shall never exceed the highest rate allowed by law applicable to this
      loan
      to be charged by Lender.  If the interest or other charges collected
      or to be collected in connection with this loan exceed the permitted limits,
      then: (i) any such interest or loan charge shall be reduced by the amount
      necessary to reduce the charge to the permitted limit; and (ii) any sums already
      collected from Borrower which exceeded permitted limits will be
      refunded.  The Lender may choose to make this refund by reducing the
      principal owed under this Note or by making a direct payment to
      Borrower.

    


    7.  Events
      of
      Default.  The happening of any of the following events shall
      constitute a default after any cure period or notice required to Borrower:
      (a)
      failure of Borrower to pay any sums required hereunder;
      or (b) a default shall occur in any instrument securing this Note or in any
      other instrument executed in connection with the loan evidenced
      hereby.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    8.  Acceleration.  If
      a default shall occur hereunder, then at the option of the Lender the entire
      principal sum then remaining unpaid and accrued interest shall immediately
      become due and payable without notice or demand, and said principal shall bear
      interest from such date at the highest legal rate permitted by law, from time
      to
      time, to charged by Lender; it being agreed that interest not paid when due
      shall, at the option of the Lender, draw interest at the rate provided for
      in
      this paragraph.  Failure to exercise the above options shall not
      constitute a waiver of the right to exercise the same in the event of any
      subsequent default.  If this Note is payable upon demand, then no
      terms or provisions contained in this paragraph shall be deemed to alter the
      demand nature of this Note.

    


    9.  Florida
      law.  This Note shall be construed according to the laws of the
      State of Florida.  It shall be enforceable in a Court having competent
      jurisdiction in Orange County, Florida.

    


    10.  Waiver
      of Jury
      Trial.  BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND
      INTENTIONALLY WAIVE THE RIGHT OF BORROWER OR LENDER OR ANY SUCCESSOR, ASSIGN
      OR
      OTHER PARTY CLAIMING THROUGH BORROWER OR LENDER MAY HAVE TO A TRIAL BY JURY
      IN
      RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
      CONNECTION WITH, THIS NOTE AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN
      CONJUNCTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
      (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER OR ANY PARTY. THIS PROVISION
      IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS NOTE

    


    
      	
              BORROWER:

               

              TDS
                AMENITIES, INC.,

               

               

               

              By:           
                /s/ Malcolm J. Wright

                Malcolm
                J. Wright,
                President

            	
               

              TDS
                TOWN HOMES (PHASE 2), LLC, a Florida limited liability
                company

              By:  Tierra
                del Sol Resort (Phase 2), Ltd., a Florida limited partnership, its
                manager

              By:  TDS
                Management, LLC, a Florida limited liability company, its general
                partner

               

              By:
                /s/ Malcolm J.
                Wright                                           

              Name:  Malcolm
                J. Wright

              Title:    Manager