Exhibit 10.9



                                 PROMISSORY NOTE

US$4,000,000.00                                                Orlando,  Florida
                                                               December 29, 2005


     FOR  VALUE  RECEIVED,  TDS  DEVELOPMENT,  LLC,  a Florida limited liability
company  having  an  address at 2462 Sand Lake Road, Orlando, Florida 32809 (the
"Borrower"), promises to pay to the order of PCL CONSTRUCTION ENTERPRISES, INC.,
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a  Colorado corporation ("Lender"), the principal sum of FOUR MILLION AND NO/100
($4,000,000.00)  DOLLARS.  Borrower  promises  to  pay interest on the principal
amount  hereof  outstanding  from  time  to time at the rate of 14.0% per annum;
provided  that  Borrower  promises  to  pay  interest at the Default Rate on the
principal amount hereof outstanding from and after the occurrence of an Event of
Default,  until the said principal amount shall be fully paid. Interest shall be
due and payable as hereinafter provided.

     1.  Definitions.  The following terms, as used in this Note, shall have the
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following  meanings,  which meanings shall be applicable equally to the singular
and the plural of the terms defined:

     "Business  Day"  shall  mean  any  day  other  than a Saturday, Sunday or a
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holiday on which most banks are closed in Orlando, Florida.

     "Default Rate" shall mean the lesser of 18.0% per annum or the highest rate
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of interest allowed by applicable law.

     "Event  of  Default"  shall  mean  the occurrence of any one or more of the
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following  events or circumstances: (i) the failure of the Borrower to make when
due  any  payment  required  to be made under this Note; (ii) the failure of the
Borrower to perform or observe any condition or agreement contained in this Note
which  failure  continues  for  ten (10) days after Lender gives Borrower notice
thereof;  or  (iii) the occurrence of an "Event of Default" under and as defined
in the Security Agreement.

     "Key Bank" means Key Bank National Association.
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     "Key  Bank  Loan"  means  that  certain  revolving construction loan in the
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amount  of $40,000,000 to be made by Key Bank to the TDS Entities, as more fully
described  in  that certain Construction Loan Agreement of even date between the
TDS Entities and Key Bank.

     "Loan"  shall  mean that certain loan in the principal amount of $4,000,000
      ----
made  by  Lender to the Borrower which is evidenced by this Note and secured by,
among other things, the Security Agreement.

     "Maturity  Date"  shall mean the earliest of: (i) the Stated Maturity Date;
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(ii)  the date upon which Lender elects to accelerate the indebtedness evidenced
by  this  Note  by reason of the occurrence of an Event of Default; or (iii) the
date  on  which  the obligations of the TDS Entities under the Key Bank Loan are
satisfied in full.

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     "Note"  shall  mean  this Note and any amendments, modifications, renewals,
      ----
extensions and replacements of or substitutions for this Note.


     "TDS  Entities"  means Tierra Del Sol Resort (Phase 1) Ltd.; Costa Blanca I
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Real Estate LLC; TDS Town Homes (Phase 1), LLC; and TDS Amenities, Inc.

     "Security  Agreement" shall mean the Pledge and Security Agreement dated as
      -------------------
of even date herewith made by Tierra Del Sol Resort, Inc. as Pledgor in favor of
Lender  as  secured party, pursuant to which Pledgor grants to Lender a security
interest  in all of the outstanding equity interests in the Borrower as security
for  the  obligations  of  Borrower  and  the  Pledgor  to Lender, including the
obligations  of  Borrower  under  this  Note, and any amendments, modifications,
renewals,  extensions  and  replacements  of or substitutions for the Pledge and
Security Agreement.

     "Stated  Maturity  Date"  shall  mean the second anniversary of the date of
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this Note.


     2. Applicable Interest Rate.
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(A)     All agreements between Borrower and Lender are expressly limited so that
in  no  contingency  or  event  whatsoever,  whether by reason of advance 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 Lender for
the  use,  forbearance  or  detention  of  the  money  to  be advanced hereunder
(including  all  interest  on  this  Note and the aggregate of any other amounts
taken,  reserved or charged pursuant to this Note, the Security Agreement or any
other documents evidencing or securing this Loan, which under applicable law are
or may be deemed to constitute interest on the debt evidenced hereby) exceed the
maximum rate allowable by applicable law.  If, from any circumstance whatsoever,
fulfillment  of  any  provision  hereof  or  the Security Agreement, at the time
performance  of  such  provision shall be due, shall cause the effective rate of
interest  upon  the sums evidenced hereby to exceed the maximum rate of interest
prescribed  by applicable law at that time, then, the obligation to be fulfilled
shall  be  reduced  automatically  to  the  extent necessary to comply with such
applicable  law,  and, if from any circumstance Lender shall receive as interest
an  amount which would exceed the highest lawful rate allowable under applicable
law, such amount which would be excessive interest shall be refunded to Borrower
or,  at  Borrower'  option,  applied  to  the  reduction of the unpaid principal
balance  due  hereunder  and  not  to  the  payment  of  interest.

(B)     Interest shall be computed on the basis of a 360-day year for the actual
number  of days elapsed, but in no event at a rate greater than the highest rate
permitted  by  applicable  law.

     3. Payments.
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(A)     The  Borrower  will  pay  interest  accrued on the outstanding principal
balance  of  this  Note  as  follows:

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               (i)  All  interest  accrued  from  the  date  of the Note through
          February  28,  2006  (the "Deferred Amount") will be deferred and paid
          ratably  over  the  remainder  of the term of this Note, as more fully
          described in this Section 3.

               (ii)  On  March 28, 2006, the Borrower will pay: (A) all interest
          accrued  from  the  February  28,  2006  to  March  28,  2006, and (B)
          one-twenty-second (1/22) of the Deferred Amount.

               (iii)  On  April  28, 2006 and on the 28th day of each succeeding
          month,  the  Borrower will pay: (i) all interest accrued from the 28th
          day  of  the  preceding month, and (B) one-twenty second (1/22) of the
          Deferred Amount.

          (B)  On  the  Maturity  Date,  the  Borrower  shall  pay  in  full the
     outstanding principal balance hereunder, together with all accrued interest
     under this Note (including any unpaid portion of the Deferred Amount).

          (C)  Prior  to  the Maturity Date, any payments to Lender of principal
     and interest in respect of this Note shall be applied first to interest and
     then  to principal; provided, however, that all payments received by Lender
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     after  the  Maturity  Date  shall be applied to principal, interest and all
     other  sums  payable  under  this  Note in such order and amounts as Lender
     shall determine in its sole discretion.

          (D)  All  payments  of  interest,  of  principal  and other sums owing
     hereunder  shall be payable in lawful money of the United States of America
     in  immediately  available  funds  at                        (or such other
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     place  as Lender or the holder of this Note may designate), without setoff,
     counterclaim or deduction of any kind.

     4.  Prepayment.  The Borrower shall have the right to prepay any portion of
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or the entire unpaid principal balance of this Note at any time and from time to
time without penalty, subject to the requirement that the Borrower first pays to
Lender all accrued and unpaid interest through the date of such prepayment.

     5.  Security/Default.  This  Note  is  secured  by, among other things, the
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Security  Agreement  and  is  the  Note  referred  to in, is issued under and is
entitled to the benefits of the Security Agreement.

     6.  Applicable  Law.  This  Note  shall  be  governed  by  and construed in
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accordance  with  the  law  of  the  State  of  Florida,  without  regard to any
conflict-of-laws  rule or principle that would give effect to the law of another
jurisdiction.

     7. Modifications. This Note may not be changed or terminated orally.
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     8. Waiver.
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          (A)  The Borrower and any endorsers, sureties and guarantors hereof or
     hereon  hereby  waive  presentment  for payment, demand, protest, notice of
     non-payment  or  dishonor  and protest, and agree to remain bound until the
     principal  amount  hereof outstanding and interest and all other sums owing

<PAGE>

     hereunder  are  indefeasibly paid in full notwithstanding any extensions of
     time  for  payment which may be granted even though the period of extension
     be  indefinite,  and  notwithstanding any inaction by, or failure to assert
     any legal right available to Lender.

          (B)  It  is  further expressly agreed that any waiver by Lender, other
     than a waiver in writing signed by Lender, of any term or provision hereof,
     or of any right, remedy or power under this Note, shall not be controlling,
     nor  shall  it  prevent or stop Lender from thereafter enforcing such term,
     provision,  right, remedy or power, and the failure or refusal of Lender to
     insist  in  any one or more instances upon the strict performance of any of
     the  terms or provisions of this Note shall not be construed as a waiver or
     relinquishment  for  the future of any such term or provision, but the same
     shall  continue  in  full  force and effect, it being understood and agreed
     that  Lender's rights, remedies and powers under this Note are and shall be
     cumulative  and are in addition to all other rights, remedies and powers of
     Lender in law or in equity or under any other agreement.

     9.  Successors. The term "Lender" shall mean the original payee or any then
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holder(s)  of  this  Note  from  time  to  time and its and their successors and
assigns.

     10.  Costs  of  Collection.  The Borrower shall pay all reasonable costs of
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collection  when  incurred,  including,  without  limitation,  the  reasonable
attorneys'  fees,  at  both  trial  and  appellate  levels, and disbursements of
Lender's  counsel  and  other  professionals employed by Lender and court costs,
which  costs may be added to the indebtedness evidenced hereby and shall be paid
on  demand,  and  after  demand until paid, with interest thereon at the Default
Rate, to the extent permitted by applicable law.

     11. Miscellaneous.
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          (A)  BORROWER  AND  (BY  ACCEPTANCE  HEREOF)  LENDER HEREBY KNOWINGLY,
     VOLUNTARILY  AND  INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN RESPECT
     OF  ANY  LITIGATION  ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE,
     THE  SECURITY  AGREEMENT  OR  ANY  COURSE  OF  CONDUCT,  COURSE OF DEALING,
     STATEMENTS  (WHETHER  VERBAL  OR WRITTEN) OR ACTION OF BORROWERS OR LENDER.
     THIS  PROVISION IS A MATERIAL INDUCEMENT FOR BANK TO AGREE TO MAKE THE LOAN
     EVIDENCED BY THIS NOTE.

          (B)  In  the  event that any provision of this Note or the application
     thereof  to  the Borrower or any circumstance in any jurisdiction governing
     this  Note  shall,  to  any  extent,  be invalid or unenforceable under any
     applicable statute, regulation or rule of law, then such provision shall be
     deemed  inoperative  to the extent that it may conflict therewith and shall
     be  deemed  modified to conform to such statute, regulation or rule of law,
     and  the  remainder of this Note and the application of any such invalid or
     unenforceable  provision  to  parties, jurisdictions or circumstances other
     than  to  whom or to which it is held invalid or unenforceable shall not be
     affected  thereby  nor  shall same affect the validity or enforceability of
     any other provision of this Note.

<PAGE>

          (C)  Time  is  of  the essence as to all dates set forth in this Note,
     subject to any applicable notice or grace period provided herein; provided,
                                                                       --------
     however,  whenever  any  payment to be made hereunder shall be stated to be
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     due  on  a  day  other than a Business Day, such payment may be made on the
     next succeeding Business Day, and such extension of time shall in such case
     be  included in the computation of payment of interest or fees, as the case
     may be.

          (D)  The Borrower hereby agrees to perform and comply with each of the
     terms,  covenants  and  provisions  contained  in  this  Note  and  in  any
     instrument  evidencing  or securing the indebtedness evidenced by this Note
     on  the  part of the Borrower to be observed and/or performed hereunder and
     thereunder. No release of any security for the sums due under this Note, or
     of  any  portion  thereof,  and  no  alteration, amendment or waiver of any
     provision  of  this  Note or of any instrument or other document evidencing
     and/or  securing  any indebtedness evidenced by this Note made by agreement
     between  Lender  and  any  other  person or party shall release, discharge,
     modify,  change  or affect the liability of the Borrower under this Note or
     under such instrument or other document.

          (E)  No  act of commission or omission of any kind or at any time upon
     the  part  of  Lender  in respect of any matter whatsoever shall in any way
     impair  the  rights  of Lender to enforce any right, power or benefit under
     this  Note  and  no  set-off,  counterclaim, reduction or diminution of any
     obligation  or  any defense of any kind or nature which the Borrower has or
     may have against Lender shall be available hereunder to the Borrower.

          (F)  The  captions  proceeding  the  text  of  the  various paragraphs
     contained  in  this Note are provided for convenience only and shall not be
     deemed  in any way to affect or limit the meaning or construction of any of
     the provisions hereof.

          (G) The Borrower hereby irrevocably:

               (I)  submits,  in  any legal proceeding relating to this Note, 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;

               (II) waives any objection that Borrower 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;

               (III)  agrees  to service of process in any such legal proceeding
          by  mailing  of  copies  thereof  (by registered or certified mail, if
          practicable)  postage  prepaid,  or  by  telecopier,  to the Borrower'
          address  specified  in the Security Agreement or such other address of
          which Lender shall have been notified in writing;

               (IV)  agrees that nothing herein shall affect the right of Lender
          to effect service of process in any other manner permitted by law; and

               (V)  agrees  that  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 Borrower in
          any other court or jurisdiction in accordance with applicable law.

<PAGE>

          (H)  All  notices  and  other  communications to Borrower provided for
     under  this  Note  shall  be  in  writing  and  mailed,  telefaxed  or
     hand-delivered,  to Borrower's address specified in the Security Agreement.
     All  such  notices  and  other  communications  shall,  when  telefaxed  or
     hand-delivered,  be  effective when received and, when mailed, be effective
     three (3) Business Days after being deposited in the mail.

          (I)  No  failure  on  the  part of 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  future  exercise thereof or the exercise of any other right. The
     remedies  herein  provided are cumulative and non-exclusive of any remedies
     provided by law.

     IN  WITNESS WHEREOF, this Note has been duly executed by the Borrower as of
the day and year first above written.


                                            TDS  DEVELOPMENT,  LLC


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

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