Exhibit 10.18



                          PLEDGE AND SECURITY AGREEMENT
                          -----------------------------

                          Dated as of December   , 2005


     This  PLEDGE  AND  SECURITY AGREEMENT (this "Agreement"), is made by TIERRA
DEL  SOL  RESORT,  INC., a Florida corporation with an address at 2462 Sand Lake
Road,  Orlando,  Florida 32809 (the "Pledgor"), to PCL CONSTRUCTION ENTERPRISES,
INC., a Colorado corporation (the "Lender").

                                    RECITALS
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     A.  The  Lender has made a loan in the amount of $4,000,000.00 (the "Loan")
to TDS DEVELOPMENT, LLC, a Florida limited liability company (the "Borrower").

     B.  The  Pledgor  owns  all  of  the  outstanding  equity  interests in the
Borrower.

     C.  The Loan is evidenced by a Promissory Note of even date in the original
principal  amount of $4,000,000 made by the Borrower in favor of the Lender (the
"Note").

                                    AGREEMENT
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     In  consideration of the premises and other good and valuable consideration
(receipt of which is hereby acknowledged), the Pledgor hereby agrees as follows:

     Section  1. Pledge. The Pledgor hereby pledges to the Lender, and grants to
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the  Lender  a  security  interest  in,  the following, whether now owned by the
Pledgor  or hereafter acquired by it, and whether now or hereafter existing (the
"Pledged Collateral"):

          (a)  all  of  the  membership  interests in the Borrower (the "Pledged
     Interests");

          (b) all instruments evidencing the Pledged Interests (if any);

          (c)  all  interest,  cash, instruments and other property from time to
     time  received,  receivable  or  otherwise  distributed in respect of or in
     exchange for any or all of the Pledged Interests; and

          (d) all proceeds of any of the foregoing.

     Section  2. Security for Obligations. This Agreement secures the payment of
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any and all present or future obligations and liabilities of the Borrower to the
Lender  evidenced  by or arising under the Note and any other obligations of the
Borrower  and the Pledgor to the Lender (whether absolute or contingent, whether
joint  or  several,  and  whether  now  existing or hereafter arising) (all such
obligations  and  liabilities  referred  to  in  this  Section  2  being  the
"Obligations").

     Section  3.  Delivery  of Pledged Collateral. In the event that the Pledged
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Collateral  should  be  evidenced by certificates or other instruments, then the
Pledgor will immediately deliver such certificates and instruments to the Lender

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and the Lender shall hold them pursuant to the terms of this Agreement.  In such
event, the Pledgor shall also deliver to the Lender duly executed instruments of
transfer  or  assignment in blank, all in form and substance satisfactory to the
Lender.

     Section  4.  Increase,  Profits  or  Distributions;  Changes  in  Capital
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Structure; Income.
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          (a)  The  Pledgor  authorizes  the  Lender:  (i)  to  receive  any
     distributions on the Pledged Collateral and to hold the same as part of the
     Pledged  Collateral;  (ii) to surrender such Pledged Collateral or any part
     thereof  in exchange therefor; and (iii) to hold the net cash receipts from
     any  such  distribution  as  part of the Pledged Collateral. If the Pledgor
     receives  any such distribution, the Pledgor will, promptly and without the
     Lender's request, deliver the same promptly to the Lender to be held by the
     Lender in the same manner as, and as part of, the Pledged Collateral.

          (b)  If,  during  the  term  of  this Agreement, any reclassification,
     readjustment,  or other change is declared or made in the capital structure
     of  the  Company,  all new, substituted, and additional interests, or other
     securities, issued by reason of any such change with respect to the Pledged
     Collateral shall be held by the Lender under the terms of this Agreement in
     the same manner as, and as part of, the Pledged Collateral.

          (c)  If, during the term of this Agreement, subscription rights or any
     other rights are issued with respect to the Pledged Collateral, such rights
     shall  be  immediately  assigned  by  the  Pledgor  to  the Lender, and, if
     exercised by the Pledgor, all new interests or other securities so acquired
     by the Pledgor shall be immediately assigned to the Lender to be held under
     the  terms  of  this  Agreement  in the same manner as, and as part of, the
     Pledged Collateral.

          (d)  The  Pledgor  shall  not  demand  or  receive any income from the
     Pledged  Collateral,  and, if the Pledgor receives any such income (with or
     without demand), the Pledgor will pay the same promptly to the Lender.

     Section  5.  Pledgor's  Covenants. As long as any of the Obligations remain
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unpaid Note, the Pledgor:

          (a) Shall defend the Pledged Collateral against the claims and demands
     of  all  other  parties;  shall  keep  the  Pledged  Collateral free of all
     security  interests  or  other  encumbrances,  except the security interest
     created  hereby; and shall not sell, transfer, assign, deliver or otherwise
     dispose  of  any  of the Pledged Collateral or any interest therein without
     the prior written consent of the Lender;

          (b)  Shall  notify the Lender promptly in writing of any change in the
     Pledgor's address specified above;

          (c) Shall pay all taxes, assessments and other charges of every nature
     which may be levied or assessed against the Pledged Collateral; and

<PAGE>

          (d)  Shall  promptly secure from the Managers of the Borrower whatever
     waivers  or  consents the Lender considers would be necessary in connection
     with  any  future disposition of the Pledged Collateral pursuant to Section
     12 hereof.

     Section  6.  Representations  and  Warranties.  The  Pledgor represents and
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warrants  (and,  as  long  as any of the Obligations shall not have been paid in
full, shall be deemed continuously to warrant) to the Lender that:

          (a)  The  Pledgor  is  the  sole legal and beneficial owner of all the
     Pledged  Collateral,  free and clear of any lien, security interest, option
     or  other charge or encumbrance except for the security interest created by
     this  Agreement.  The  Pledged  Interests constitute, and shall continue to
     constitute, all of the outstanding equity interests in the Borrower.

          (b)  No  authorization, approval, or other action by, and no notice to
     or  filing  with, any governmental authority or regulatory body is required
     either  (i)  for  the  perfected  pledge  by  the  Pledgor  of  the Pledged
     Collateral  pursuant  to  this  Agreement or for the execution, delivery or
     performance  of  this  Agreement by the Pledgor or (ii) for the exercise by
     the  Lender of the rights provided for in this Agreement or the remedies in
     respect  of  the  Pledged Collateral pursuant to this Agreement, other than
     the  filing of a UCC-1 Financing Statement with the State of Florida (which
     the Lender is hereby authorized to file).

     Section 7. Further Assurances. The Pledgor agrees that at any time and from
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time  to  time, at the expense of the Pledgor, the Pledgor will promptly execute
and  deliver all further instruments and documents, and take all further action,
that  may  be necessary or desirable, or that the Lender may reasonably request,
in  order to perfect or protect any security interest granted or purported to be
granted  hereby  or  to enable the Lender to exercise and enforce its rights and
remedies hereunder with respect to any of the Pledged Collateral.

     Section  8.  Transfers and Other Liens. The Pledgor agrees that it will not
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(i)  sell  or  otherwise dispose of, or grant any option with respect to, any of
the  Pledged  Collateral,  or  (ii) create or permit to exist any lien, security
interest,  or  other  charge  or  encumbrance upon or with respect to any of the
Pledged  Collateral,  except  for  the  security  interest  created  under  this
Agreement or created by actions of the Lender.

     Section  9.  Lender Appointed Attorney-in-Fact. The Pledgor hereby appoints
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the  Lender the Pledgor's attorney-in-fact, with full authority in the place and
stead  of  the Pledgor and in the name of the Pledgor or otherwise, from time to
time in the Lender's discretion to take any action and to execute any instrument
which  the  Lender may deem necessary or advisable to accomplish the purposes of
this  Agreement,  including, without limitation, to receive, indorse and collect
all  instruments made payable to the Pledgor representing any dividend, interest
payment  or  other distribution in respect of the Pledged Collateral or any part
thereof and to give full discharge for the same.

     Section  10.  Lender  May  Perform.  If  the  Pledgor  fails to perform any
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agreement contained herein and the applicable grace period, if any, expires, the
Lender  may  itself  perform,  or  cause performance of, such agreement, and the
reasonable  expenses  of  the  Lender  incurred in connection therewith shall be
payable by the Pledgor under Section 13.

<PAGE>

     Section  11.  Reasonable Care. The Lender shall be deemed to have exercised
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reasonable care in the custody and preservation of the Pledged Collateral in its
possession  if  the Pledged Collateral is accorded treatment substantially equal
to  that which the Lender accords its own property, it being understood that the
Lender  shall  not have any responsibility for (i) ascertaining or taking action
with  respect  to  calls,  conversions,  exchanges, maturities, tenders or other
matters relative to any of the Pledged Collateral, whether or not the Lender has
or  is  deemed  to  have knowledge of such matters, or (ii) taking any necessary
steps  to preserve rights against any parties with respect to any of the Pledged
Collateral.

     Section  12. Remedies upon Default. If at any time the Pledgor fails to pay
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when  due  any  amounts  owing  under  the  Note  or  otherwise  defaults in its
obligations thereunder or hereunder (any such failure or default being an "Event
of Default"):

          (a)  The  Lender may exercise in respect of the Pledged Collateral, in
     addition  to  other  rights  and  remedies provided for herein or otherwise
     available  to it, all the rights and remedies of a secured party on default
     under  the  Uniform  Commercial Code (the "Code") in effect in the State of
     Florida  at  that  time,  and the Lender may also, without notice except as
     specified  below, sell the Pledged Collateral or any part thereof in one or
     more  parcels at public or private sale, at any exchange, broker's board or
     at  any  of  the  Lender's offices or elsewhere, for cash, on credit or for
     future  delivery,  and  upon  such  other  terms  as  the  Lender  may deem
     commercially  reasonable.  The Pledgor agrees that, to the extent notice of
     sale  shall be required by law, at least seven (7) calendar days' notice to
     the  Pledgor  of  the  time  and place of any public sale or the time after
     which  any  private  sale  is  to  be  made  shall  constitute  reasonable
     notification. The Lender shall not be obligated to make any sale of Pledged
     Collateral  regardless  of notice of sale having been given. The Lender may
     adjourn any public or private sale from time to time by announcement at the
     time  and  place fixed therefor, and such sale may, without further notice,
     be made at the time and place to which it was so adjourned.

          (b)  Any  cash  held  by the Lender as Pledged Collateral and all cash
     proceeds received by the Lender in respect of any sale of, collection from,
     or other realization upon all or any part of the Pledged Collateral may, in
     the  discretion  of  the  Lender,  be held by the Lender as collateral for,
     and/or then or at any time thereafter applied (after payment of any amounts
     payable  to  the  Lender pursuant to Section 13) in whole or in part by the
     Lender  against  all  or  any  part of the Obligations in such order as the
     Lender shall elect.

     Section 13. Expenses. The Pledgor shall, upon demand, pay to the Lender the
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amount  of  any  and  all reasonable expenses, including the reasonable fees and
expenses  of  its  counsel  and  of any experts and agents, which the Lender may
incur  in  connection  with  (i) the custody or preservation of, or the sale of,
collection  from, or other realization upon, any of the Pledged Collateral, (ii)
the  exercise  or  enforcement  of  any of the rights of the Lender hereunder or
(iii)  the  failure  by  the Pledgor to perform or observe any of the provisions
hereof.

     Section  14.  Amendments,  Etc.  No amendment or waiver of any provision of
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this  Agreement  nor  consent to any departure by the Pledgor herefrom, shall in
any  event  be  effective  unless the same shall be in writing and signed by the
Lender,  and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

<PAGE>

     Section  15.  Addresses  for  Notices.  All  notices,  demands  or  other
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communications to the Pledgor in connection herewith shall be sufficiently given
if mailed, or hand-delivered to the Pledgor at the address specified at the head
of this Agreement or such other place of which the Pledgor may from time to time
notify the Lender in writing. Any such notice shall be deemed to have been given
when placed in the United States mails or when hand-delivered.

     Section  16. Continuing Security Interest; Transfer of Note. This Agreement
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shall  create a continuing security interest in the Pledged Collateral and shall
(i) remain in full force and effect until payment in full of the Obligations and
termination  of  the  Note, (ii) be binding upon the Pledgor, its successors and
assigns,  and  (iii)  inure  to  the  benefit  of the Lender and its successors,
transferees and assigns.

     Section  17.  Governing Law; Terms. This Agreement shall be governed by and
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construed in accordance with the laws of the State of Florida.

     Section  18.  No Waiver; Remedies Cumulative. No failure on the part of the
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Lender  to  exercise, and no delay in exercising, any right under this Agreement
shall  operate  as a waiver thereof; nor shall any single or partial exercise of
any right under this Agreement preclude any other or further exercise thereof or
the  exercise  of  any  other right. The remedies provided in this Agreement are
cumulative  and  not  exclusive  of  any  remedies  provided  by law or by other
contract.

     Section  19.  Survival.  All  covenants,  agreements,  representations  and
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warranties  made  by  the  Pledgor  in this Agreement shall, notwithstanding any
investigation  by  the  Lender,  be  deemed  material and be deemed to have been
relied  upon  by  the Lender and shall survive the execution and delivery to the
Lender of this Agreement.

     Section  20.  JURY  TRIAL WAIVER. THE PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY
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AND  INTENTIONALLY  WAIVES  ANY  AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, CROSS CLAIMS
OR  THIRD  PARTY  CLAIMS)  ARISING  OUT  OF,  UNDER,  OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER DOCUMENTS TO WHICH IT IS A PARTY.

     IN  WITNESS  WHEREOF,  the  Pledgor  has  duly  executed and delivered this
Agreement as of the date first above written.

Witnessed  by:                                 TIERRA  DEL  SOL  RESORT,  INC.
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                                               By:/s/Malcolm J. Wright
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                                                  Malcolm J. Wright, President
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