Exhibit 10.6


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

U.S. $40,000,000.00                                      As of December 29, 2005

     FOR  VALUE  RECEIVED,  TIERRA  DEL  SOL  RESORT  (PHASE 1), LTD., a Florida
limited  partnership, TDS TOWN HOMES (PHASE 1), LLC, a Florida limited liability
company,  COSTA  BLANCA I REAL ESTATE, LLC, a Florida limited liability company,
TDS  AMENITIES,  INC.,  a  Florida  corporation (jointly and severally "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 FORTY MILLION AND NO/100
DOLLARS  ($40,000,000.00)  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 Construction Loan
Agreement  of  even  date  herewith  (the "Loan Agreement") entered into between
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Payee  and  Maker.  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
         -----------------
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.
        ------------------

          (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.

          (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

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     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.

          (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

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     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 of Florida. 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]


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


                         MAKER:

                                TIERRA DEL SOL RESORT (PHASE 1),
                                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 1), LLC,
                                a Florida limited liability company

                                   By:  TIERRA DEL SOL RESORT (PHASE 1),
                                        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 I REAL ESTATE, LLC, a
                                Florida limited liability company

                                   By:  TIERRA DEL SOL RESORT (PHASE 1),
                                        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


                                TDS AMENITIES, INC., a Florida corporation

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

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