Exhibit 10.8



                                PROMISSORY NOTE
                                ---------------

U.S. $14,850,000.00                                     As of December  29, 2005

     FOR  VALUE  RECEIVED,  TIERRA  DEL  SOL  RESORT  (PHASE 2), LTD., a Florida
limited  partnership, TDS TOWN HOMES (PHASE 2), LLC, a Florida limited liability
company,  COSTA BLANCA II REAL ESTATE, LLC, a Florida limited liability company,
COSTA  BLANCA III REAL ESTATE, LLC, a Florida limited liability company, and TDS
CLUBHOUSE, INC., a Florida corporation, each having an address at 2462 Sand Lake
Road,  Orlando, Florida 32809 (collectively, "Maker"), hereby promises to pay to
                                              -----
the  order  of  KEYBANK  NATIONAL  ASSOCIATION,  a  national banking association
("Payee")  having  an  address  at  200  E. Robinson Street, Suite 555, Orlando,
      -
Florida  32801,  the  principal  sum  of  FOURTEEN  MILLION  EIGHT HUNDRED FIFTY
THOUSAND  AND  NO/100  DOLLARS  ($14,850,000.00)  or  so  much thereof as may be
advanced  from time to time, and interest from the date hereof on the balance of
principal from time to time outstanding, in United States currency, at the rates
and  at  the  times  hereinafter  described.

     This  Note  is  issued  by Maker pursuant to that certain Loan Agreement of
even  date herewith (the "Loan Agreement") entered into between Payee and Maker.
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This Note evidences the Loan (as defined in the Loan Agreement). Payment of this
Note  is  governed  by  the  Loan Agreement, the terms of which are incorporated
herein by express reference as if fully set forth herein. Capitalized terms used
and  not  otherwise  defined herein shall have the meanings given to them in the
Loan Agreement.

     1.  INTEREST.  The  principal  amount  hereof outstanding from time to time
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shall bear interest until paid in full at the Applicable Rate.

     2.  MONTHLY  PAYMENTS. Interest only shall be payable in arrears on the 5th
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Business  Day  of  each calendar month after the date hereof up to and including
the  Maturity  Date in the amount of all interest accrued during the immediately
preceding  calendar month. All payments on account of the indebtedness evidenced
by  this  Note shall be made to Payee not later than 12:00 P.m. Orlando, Florida
time on the day when due in lawful money of the United States and shall be first
applied  to  late  charges, costs of collection or enforcement and other similar
amounts  due,  if any, under this Note and any of the other Loan Documents, then
to  interest  due  and  payable hereunder and the remainder to principal due and
payable hereunder.

     3.  MATURITY  DATE.  The  indebtedness evidenced hereby shall mature on the
         --------------
Maturity  Date.  On  the Maturity Date, the entire outstanding principal balance
hereof,  together  with accrued and unpaid interest and all other sums evidenced
by this Note, shall, if not sooner paid, become due and payable.

     4. GENERAL PROVISIONS.
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          (a)  Regardless of whether an Adjusted LIBOR Rate would otherwise then
     be  in  effect,  in  the event (i) the principal balance hereof is not paid
     when due whether by acceleration or upon the Maturity Date or (ii) an Event
     of  Default  exists,  then the principal balance hereof shall bear interest
     from  and  after  the  Default  Rate.  In  addition,  for  any  installment
     (exclusive  of the payment due upon the Maturity Date) which is not paid on
     the due date thereof a late charge as set forth in the Loan Agreement.

          (b)  Maker  agrees  that  the  obligation evidenced by this Note is an
     exempt  transaction under the Truth-in-Lending Act, 15 U.S.C. Sec. 1601, et
     seq.

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          (c)  The parties hereto intend and believe that each provision in this
     Note  comports  with  all  applicable  local,  state  and  federal laws and
     judicial  decisions.  However,  if  any  provision or provisions, or if any
     portion of any provision or provisions, in this Note is found by a court of
     law to be in violation of any applicable local, state or federal ordinance,
     statute, law, administrative or judicial decision, or public policy, and if
     such  court  should  declare  such portion, provision or provisions of this
     Note  to  be  illegal, invalid, unlawful, void or unenforceable as written,
     then it is the intent of all parties hereto that such portion, provision or
     provisions  shall  be  given force to the fullest possible extent that they
     are  legal, valid and enforceable, that the remainder of this Note shall be
     construed  as  if  such  illegal,  invalid, unlawful, void or unenforceable
     portion,  provision  or provisions were not contained therein, and that the
     rights,  obligations and interest of Maker and the holder or holders hereof
     under  the  remainder of this Note shall continue in full force and effect.
     All  agreements  herein  are expressly limited so that in no contingency or
     event  whatsoever, whether by reason of advancement of the proceeds hereof,
     acceleration  of  maturity  of  the  unpaid  principal  balance  hereof, or
     otherwise, shall the amount paid or agreed to be paid to the holders hereof
     for the use, forbearance or detention of the money to be advanced hereunder
     exceed the highest lawful rate permissible under applicable usury laws. If,
     from any circumstances whatsoever, the fulfillment of any provision hereof,
     at  the  time  performance  of  such  provision shall be due, shall involve
     transcending  the  limit  of  validity  prescribed  by law which a court of
     competent  jurisdiction  may  deem applicable hereto, then, ipso facto, the
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     obligation  to  be fulfilled shall be reduced to the limit of such validity
     and  if  from  any  circumstance  the  holder  hereof shall ever receive as
     interest  an amount which would exceed the highest lawful rate, such amount
     which  would be excessive interest shall be applied to the reduction of the
     unpaid principal balance due hereunder and not to the payment of interest.

          (d)  This  Note  and all provisions hereof shall be binding upon Maker
     and  all  persons  claiming  under or through Maker, and shall inure to the
     benefit  of Payee, together with its successors and assigns, including each
     owner and holder from time to time of this Note.

          (e) Time is of the essence as to all dates set forth herein.

          (f)  Maker  agrees  that  its  liability  shall  not  be in any manner
     affected  by  any  indulgence,  extension  of  time,  renewal,  waiver,  or
     modification  granted  or  consented to by Payee; and Maker consents to any
     indulgences and all extensions of time, renewals, waivers, or modifications
     that  may  be  granted  by  Payee  with  respect  to  the  payment or other
     provisions  of  this  Note, and to any substitution, exchange or release of
     the  collateral,  or  any  part  thereof, with or without substitution, and
     agrees  to the addition or release of any makers, endorsers, guarantors, or
     sureties,  all  whether  primarily or secondarily liable, without notice to
     Maker and without affecting its liability hereunder.

          (g)  Maker  hereby waives and renounces for itself, its successors and
     assigns,  all  rights to the benefits of any statute of limitations and any
     moratorium,  reinstatement,  marshalling,  forbearance,  valuation,  stay,
     extension,  redemption,  appraisement,  or exemption and homestead laws now
     provided,  or  which  may  hereafter be provided, by the laws of the United
     States  and  of any state thereof against the enforcement and collection of
     the obligations evidenced by this Note.

          (h) If this Note is placed in the hands of attorneys for collection or
     is  collected  through  any legal proceedings, Maker promises and agrees to
     pay,  in addition to the principal, interest and other sums due and payable
     hereon,  all  costs  of  collecting  or  attempting  to  collect this Note,
     including all reasonable attorneys' fees and disbursements.

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          (i)  All  parties  now  or hereafter liable with respect to this Note,
     whether  Maker,  principal, surety, guarantor, endorsee or otherwise hereby
     severally  waive  presentment  for payment, demand, notice of nonpayment or
     dishonor,  protest  and  notice  of  protest.  No failure to accelerate the
     indebtedness  evidenced  hereby,  acceptance  of  a  past  due  installment
     following the expiration of any cure period provided by this Note, any Loan
     Document  or applicable law, or indulgences granted from time to time shall
     be  construed  (i)  as a novation of this Note or as a reinstatement of the
     indebtedness  evidenced hereby or as a waiver of such right of acceleration
     or  of  the right of Payee thereafter to insist upon strict compliance with
     the  terms  of  this Note, or (ii) to prevent the exercise of such right of
     acceleration  or  any  other  right granted hereunder or by the laws of the
     State.  Maker hereby expressly waives the benefit of any statute or rule of
     law or equity now provided, or which may hereafter be provided, which would
     produce a result contrary to or in conflict with the foregoing.

          (j)  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
     THE  LAWS  OF  THE  STATE  OF FLORIDA AND ANY APPLICABLE LAWS OF THE UNITED
     STATES OF AMERICA.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>

Maker  has  delivered  this  Note  as of the day and year first set forth above.

                          MAKER:
                          -----

                          TIERRA  DEL  SOL  RESORT  (PHASE  2),  LTD.,
                          a Florida limited partnership

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

                               By:/s/Malcolm J. Wright
                                  ----------------------------------
                                  Malcolm  J.  Wright,  its  Manager


                          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
                                       ------------------------------
                                       Malcolm J. Wright, its Manager


                          COSTA  BLANCA  II  REAL  ESTATE,  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
                                       ------------------------------
                                       Malcolm J. Wright, its Manager


                          COSTA  BLANCA  III  REAL  ESTATE,  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
                                       ------------------------------
                                       Malcolm J. Wright, its Manager

<PAGE>

                          TDS CLUBHOUSE, INC., A FLORIDA CORPORATION

                          By:/s/Malcolm J. Wright
                             ----------------------------
                             Malcolm J. Wright, President

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