Exhibit 10.16



                               GUARANTY AGREEMENT
                               ------------------

                     Dated as of December 28, 2005

     THIS  GUARANTY AGREEMENT ("this Guaranty") is made by TIERRA DEL SOL RESORT
(PHASE  1),  LTD.,  a  Florida limited partnership, with an address at 2462 Sand
Lake  Road,  Orlando,  Florida 32809 ("Guarantor"), in favor of PCL CONSTRUCTION
ENTERPRISES, INC., a Colorado corporation (the "Lender").

                                    RECITALS
                                    --------

     A.  The  Lender  has  agreed  to  make  a  loan  in the principal amount of
$4,000,000.00  (the "Loan") to TDS Development, LLC, a Florida limited liability
company  (the  "Borrower"),  pursuant  to, and as evidenced by a Promissory Note
from  Borrower  in  favor of Lender, dated of even date herewith in the original
principal  amount  of $4,000,000.00 (together with any renewals or modifications
thereof and substitutions therefore, the "Note").

     B.  The  obligations  of  the Borrower under the Note are secured by, among
other things, a Pledge and Security Agreement dated of even date herewith by and
between  the Guarantor and the Lender (as amended or restated from time to time,
together  with any renewals or modifications thereof or substitutions therefore,
the  "Security  Agreement").  The Note and the Security Agreement, together with
all  the documents, instruments and agreements evidencing, securing or otherwise
relating to the Loan, as such other documents, instruments and agreements may be
amended,  modified,  restated,  renewed or substituted for from time to time are
referred to herein and collectively as the "Loan Documents").

     C.  The  Guarantor is part of an operating group of companies that includes
the Borrower and the Guarantor's business interests are closely intertwined with
those  of  Borrower.  Accordingly, the Guarantor will benefit substantially from
the Lender's credit extension to the Borrower.

     D.  The  Lender's  agreement to make the Loan to the Borrower is contingent
upon the Guarantor's execution and delivery of this Guaranty.

                                   AGREEMENTS
                                   ----------

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  other good and
valuable  consideration  (the  receipt  and  adequacy  of  which  are  hereby
acknowledged)  and in order to induce the Lender to make the Loan, the Guarantor
agrees as follows:

     Section  1.  Guaranty.  The  Guarantor  hereby  irrevocably, absolutely and
                  --------
unconditionally guarantees to Lender: (i) the punctual payment when due, whether
at  stated  maturity,  by  acceleration  or otherwise, of all obligations of the
Borrower  to  the Lender now or hereafter existing or arising under or evidenced
by the Note and all other Loan Documents, whether for principal, interest, fees,
commissions,  indemnities, expenses or otherwise, all at the times and place and
at  the  rate  described  in  the  Note  and other Loan Documents, and otherwise
according  to  the  terms  of the Note and the other Loan Documents and (ii) the
prompt,  punctual and faithful performance when due, whether by reason of stated

<PAGE>

maturity,  acceleration  or  otherwise, of all other obligations of the Borrower
and any other party to Lender now or hereafter outstanding under the Note or the
other  Loan  Documents  (such  obligations  and  liabilities referred to in this
Section  1 being "the Obligations" or "Obligations"). In addition, the Guarantor
agrees  to  pay  any  and  all  expenses (including counsel fees and expenses at
whatever  level)  incurred  by  the  Lender  in  enforcing any rights under this
Guaranty.

     Section 2. Guaranty Absolute. The Guarantor guarantees that the Obligations
                -----------------
will be paid and performed strictly in accordance with the terms of the Note and
other Loan Documents regardless of any law, regulation or order now or hereafter
in  effect  in any jurisdiction affecting any of such terms or the rights of the
Lender  with respect thereto. The liability of the Guarantor under this Guaranty
shall be absolute and unconditional irrespective of:

          (a)  any  lack of validity or enforceability of any payment provisions
     of the Note and any of the other Loan Documents;

          (b)  any  change in the time, manner or place of payment of, or in any
     other  term  of,  all  or any of the Obligations, or any other amendment or
     waiver of or any consent to departure from any of the Loan Documents;

          (c)  any  exchange, release or nonperfection of any collateral for any
     of  the  Obligations,  any  limitation  as to the amount of the Obligations
     secured by any of the Loan Documents, any invalidity of, release, amendment
     or  waiver  of  or consent to departure from, any other guaranty for all or
     any  of  the Obligations or any failure to obtain any guaranty contemplated
     by the Loan Documents or any related commitment letter;

          (d)  the  voluntary  or  involuntary  bankruptcy  of  Borrower, or any
     assignment  for  the  benefit  of  creditors, reorganization, receivership,
     liquidation  or  other similar proceedings affecting the Borrower or any of
     its assets;

          (e)  any  present  or  future  action  of  any  governmental authority
     amending, varying, reducing or otherwise affecting, or purporting to amend,
     vary,  reduce  or otherwise affect, any of the Obligations, any of the Loan
     Documents or this Guaranty;

          (f) any other event or circumstance which might otherwise constitute a
     defense available to, or a discharge of, the Borrower or a guarantor.

Nothing  herein to the contrary withstanding, this Guaranty shall continue to be
effective  or  be  reinstated, as the case may be, if at any time any payment of
any  of the Obligations is rescinded or must otherwise be returned by the Lender
upon the insolvency, bankruptcy or reorganization of the Borrower otherwise, all
as  though  such  payments  had  not  been  made.

     Section 3. Waiver. The Guarantor hereby unconditionally waives:
                ------

<PAGE>

          (a)  promptness, diligence, notice of acceptance and all other notices
     with respect to any of the Obligations, this Guaranty or any disposition of
     collateral;

          (b) any requirement that the Lender protect, secure, perfect or insure
     any  security  interest  or lien on any property subject thereto or exhaust
     any  right  or  take any action against the Borrower or any other person or
     entity or any collateral;

          (c)  any  defense  based  on  any  event or circumstances described in
     Sec.2; and

          (d)  any duty of the Lender to advise the Guarantor of any information
     known  to  the  Lender regarding the financial condition of the Borrower or
     any  other  circumstance  affecting  the  Borrower's ability to perform its
     obligations  to  the  Lender,  it  being  agreed that the Guarantor assumes
     responsibility  for  being and keeping informed regarding such condition or
     any such circumstance.

     Section  4.  Subrogation. The Guarantor shall not exercise any rights which
                  -----------
it  may  acquire  by way of subrogation under this Guaranty, by any payment made
hereunder  or otherwise, until all the Obligations shall have been paid in full.
If  any  amount  shall  be  paid to the Guarantor on account of such subrogation
rights  at  any  time when all the Obligations shall not have been paid in full,
such  amount  shall  be  held  in  trust for the benefit of the Lender and shall
forthwith be paid to the Lender to be credited and applied upon the Obligations,
whether matured or unmatured, in accordance with the terms of the Note.

     Section  5. Representations and Warranties. The Guarantor hereby represents
                 ------------------------------
and warrants as follows:

          (a)  The  execution, delivery and performance by the Guarantor of this
     Guaranty do not contravene law or any contractual restriction binding on or
     affecting the Guarantor.

          (b)  No authorization or approval or other action by, and no notice to
     or  filing  with,  any  person  or any governmental authority or regulatory
     body,  is  required  for the due execution, delivery and performance by the
     Guarantor of this Guaranty.

          (c)  The  Guarantor has received adequate consideration and equivalent
     value  for executing and delivering this Guaranty, and this Guaranty is the
     legal, valid and binding obligation of the Guarantor enforceable against it
     in accordance with its terms.

          (d)  The  Guarantor  is  a limited partnership validly existing and in
     good standing under the laws of the jurisdiction in which it was organized,
     and the Guarantor's execution, delivery and performance of this Guaranty do
     not  contravene  or  conflict  with  its  charter,  by-laws  or  other
     organizational documents.

<PAGE>

          (e)  There  is no pending or threatened action or proceeding affecting
     the  Guarantor  before  any court, governmental agency or arbitrator, which
     may materially adversely affect the Guarantor's financial condition.

          (f)  Attached  hereto  as  Exhibit A is a true and correct copy of the
     Agreement  of  Limited  Partnership of the Guarantor as in effect as of the
     date hereof (the "Partnership Agreement").

     Section  6.  Covenants.  Until the Note is satisfied in full, the Guarantor
                  ---------
hereby covenants to the Lender as follows:

          (a)  The  Guarantor  will utilize its Net Cash Flow (as defined in the
     Partnership Agreement) to repay the outstanding amount due under the Note.

          (c) The Guarantor will not mortgage, pledge hypothecate, assign, grant
     any lien or otherwise encumber in any manner its Net Cash Flow.

          (d)  The  Guarantor  will  not  modify  any  of  the provisions of the
     Partnership Agreement without the prior written consent of the Lender.

          (d)  The  Guarantor  will  not  make  any  distributions to any of the
     partners of the Guarantor.

     Section  7.  Notices.  All  notices, requests, approvals, consents or other
                  -------
communications  provided for under this Agreement shall be in writing and mailed
or hand-delivered to the applicable party at the addresses indicated below:

If  to  the  Lender:
                          ------------------------

                          ------------------------

                          ------------------------

If  to  the  Guarantor:   the  address  set  forth  at  the
                          head  of  this  Guaranty  (or,  if  no  address
                          is  set  forth  there,  the  address  of  the
                          Guarantor  in  the  Lender's  records)



All such communication shall, when hand-delivered, be in effective when received
and,  when mailed, be effective three (3) business days after being deposited in
the mails, addressed as aforesaid except that mailed notices to Lender shall not
be  effective  unless  and  until  received  by  Lender.

<PAGE>

     Section  8.  No  Waiver;  Remedies. No failure on the part of the Lender to
                  ---------------------
exercise,  and  no  delay  in exercising, any right hereunder shall operate as a
waiver  thereof; nor shall any single or partial exercise of any right hereunder
preclude  any  other  or  further  exercise thereof or the exercise of any other
right.  The  remedies  herein  provided  are cumulative and not exclusive of any
remedies provided by law.

     Section  9. Continuing Guaranty. This Guaranty is a continuing guaranty and
                 -------------------
shall  (i)  remain  in  full  force  and  effect  until  payment  in full of the
Obligations  and  all other amounts payable under this Guaranty and satisfaction
of  the Note; (ii) be binding upon the Guarantor and its successors and assigns,
and  (iii)  inure  to  the  benefit  of and be enforceable by the Lender and its
successors,  transferees  and  assigns.  Without  limiting the generality of the
foregoing  clause (iii), the Lender may assign or otherwise transfer the Note to
any  other  person  or  entity,  and such other person or entity shall thereupon
become  vested  with  all  the  rights  in respect thereof granted to the Lender
herein or otherwise.

     Section 10. Default. Upon the occurrence of an Event of Default (as defined
                 -------
in the Note), all the Guarantor's obligations hereunder shall immediately be due
and payable in full without notice.

     Section 11. Governing Law. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED
                 -------------
IN  ACCORDANCE  WITH  THE  LAW  OF  THE  STATE OF FLORIDA, WITHOUT REGARD TO ANY
CONFLICT-OF-LAW  RULE  OR PRINCIPLE THAT WOULD GIVE EFFECT TO THE LAW OF ANOTHER
JURISDICTION.

     Section  12.  Terminology.  As used herein, "hereof," "hereunder," "hereby"
                   -----------
and  "herein"  refer to this Guaranty as a whole and not merely the paragraph in
which  they  appear.  As used herein, masculine pronouns shall be read as neuter
pronouns if and as appropriate.

     Section  13.  Severability. If any provision of this Guaranty shall be held
                   ------------
invalid  under  any  applicable  law, such invalidity shall not affect any other
provision  of  this  Guaranty  that  can  be  given  effect  without the invalid
provision, and, to that end, the provision hereof are severable.

     Section  14.  Submission  to Jurisdiction. The Guarantor hereby irrevocably
                   ---------------------------
(a)  submits,  in  any  legal  proceeding  relating  to  this  Guaranty,  to the
non-exclusive  in  personam  jurisdiction of any state or United States court of
               ------------
competent  jurisdiction sitting in the State of Florida and agrees to suit being
brought in any such court; (b) waives any objection that it may now or hereafter
have to the venue of such proceeding in any such court located in Orange County,
Florida,  or  that  such  proceeding  was  brought in an inconvenient court; (c)
agrees  to  service of process in any such legal proceeding by mailing of copies
thereof  (by  registered  or certified mail, if practicable) postage prepaid, to
the  Guarantor's  address  specified  at the head of this Guaranty or such other
address of which the Lender shall have been notified in writing; (d) agrees that
nothing herein shall affect the right of the Lender to effect service of process
in  any other manner permitted by law; and (e) agrees that the Lender shall have
the right to bring any legal proceedings (including a proceeding for enforcement
of a judgment entered by any of the aforementioned courts) against the Guarantor
in any other court or jurisdiction in accordance with applicable law.

<PAGE>

     Section  15. Waiver of Jury Trial. GUARANTOR AND (BY ACCEPTANCE HEREOF) THE
                  --------------------
LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER OF
THEM  MAY  HAVE  TO  A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING ANY
COUNTERCLAIM)  BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
GUARANTY  OR ANY OTHER LOAN DOCUMENT, THE LOAN, OR ANY COURSE OF CONDUCT, COURSE
OF  DEALING,  STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LENDER OR
THE  GUARANTOR.  THIS  PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE
LOAN.

     Section  16.  Joint and Severally Liability. Guarantor shall be jointly and
                   -----------------------------
severally  liable  to  Lender  with any and all other guarantors which execute a
guaranty  at  any  time in favor of Lender with respect to the Note or any other
Loan Document.

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

                                             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
                                                --------------------------------
                                                Name:  Malcolm  J.  Wright
                                                Its:  Manager

<PAGE>