Exhibit 10.13



                                 PROMISSORY NOTE



$2,100,000.00                                             Polk  County,  Florida
                                                               December 28, 2005

     FOR  VALUE RECEIVED, the undersigned, TIERRA DEL SOL RESORT INC., a Florida
corporation,  (the  "Maker"),  promises  to  pay  without  setoff,  deduction or
counterclaim of any kind or nature, to the order of STANFORD INTERNATIONAL BANK,
LTD.,  an   Antiguan   banking   corporation,  or   its  successors  or  assigns
(collectively  "Bank")  at  No.  11,  Pavilion  Drive,  St. Johns, Antigua, West
Indies,  the  principal  sum of TWO MILLION ONE HUNDRED DOLLARS ($2,100,000.00),
together with interest thereon on the outstanding principal balance from date of
disbursement  at  a  12%  rate  per  annum. Interest charged hereunder shall not
exceed the highest interest presently allowed to be charged under applicable law
or  any greater interest which may be charged under any amendments to applicable
law.  All  payments  hereunder  shall  be  applied  first  to accrued and unpaid
interest, and the balance, if any, to principal. Principal and interest shall be
payable  in  lawful  money of the United States of America at Florida or at such
other  place  as  the Bank may designate in writing, said principal and interest
shall be payable on the dates and in the amounts specified, to wit:

     Interest  only,  payable   in  arrears,   but   calculated   on  the  daily
     outstanding unpaid principal balance of this Note, shall be due and payable
     on  the  28th  day  of January, 2006, and on the 28th day of each and every
     month  thereafter for twenty-three (23) consecutive months. This Note shall
     mature  and  the  principal  balance thereof, together with any accrued but
     unpaid  interest,  shall  be  due  and payable in full on December 28, 2007
     ("Maturity Date").

     This  Note  is secured by a mortgage and security agreement ("Mortgage") of
even  date   herewith  encumbering   and  conveying  real  estate  and  property
("Mortgaged  Property")  therein  described  and  duly recorded among the Public
Records of Polk County, Florida.

     It  is  agreed  hereby  that if any payment of principal or interest or any
installment  thereof,  not be made as above provided; or in the event default be
made  in  the performance or compliance with any of the covenants and conditions
of the Mortgage, the Credit Agreement of even date made and entered into between
the  Maker  and  Bank ("The Credit Agreement"), or any security agreement now or
hereafter in effect securing payment of this Note and such default continues for
10 days after written notice of such default; or upon any default in the payment
of  any  sum  due  by  Maker  to  Bank under any other promissory note, security
instrument  or  other  written  obligation of any kind now existing or hereafter
created;  or  upon the insolvency, bankruptcy or dissolution of the Maker hereof
as  provided  in the Mortgage; or upon the death of any individual Maker hereof;

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then,  in  any  or  all such events, the entire amount of principal of this Note
with  all interest then accrued, shall, at the option of the holder of this Note
and  without  notice  (Maker  hereby  expressly  waives notice of such default),
become  and  be  due and collectible, time being of the essence of this Note. If
this  Note  shall  not be paid at maturity or according to the tenor thereof and
strictly  as above provided, it may be placed in the hands of an attorney at law
for collection, and in that event, each party liable for the payment thereof, as
Maker,  endorser,  guarantor, or otherwise, hereby agrees jointly and severally,
to  pay the holder hereof in addition to the sums above stated, a reasonable sum
as an attorney's fee, which shall include attorney's fees at the trial level and
on  appeal,  together  with  all  reasonable  costs  incurred. After maturity or
default,  this Note shall bear interest at the maximum interest rate permissible
under  Florida law or federal law in the event federal law pre-empts Florida law
or is otherwise applicable, whether now or hereafter in effect.

     Provided  Bank  has  not  exercised  its  right  to accelerate this Note as
hereinabove  provided,  in  the  event  any required payment on this Note is not
received by Bank within fifteen (15) days after said payment is due, Maker shall
pay  Bank a late charge of five percent (5%) of the payment not so received, the
parties  agreeing  that said charge is a fair and reasonable charge for the late
payment and shall not be deemed a penalty.

     This  Note  may  be  prepaid in part or in full at any time without penalty
upon  not less than ten (10) days' prior written notice to the Bank. The payment
of any larger or additional sum in advance of the payments herein required shall
not relieve the Maker of the payment of the regular installments or of any other
sums due as herein provided.

     As  to  this  Note,  the  Mortgage  and  any other instruments securing the
indebtedness, the Maker, endorsers and guarantors severally waive all applicable
exemption  rights,  whether  under  the  State  Constitution,  homestead laws or
otherwise,  and  also  severally  waive valuation and appraisement, presentment,
protest  and  demand,  notice  of protest, demand and dishonor and nonpayment of
this  Note,  and  expressly  agree  that  the Maturity Date of this Note, or any
payment  hereunder,  may  be  extended  from  time  to  time  without in any way
affecting the liability of the Maker, endorsers or guarantors.

     Nothing  herein  contained,  nor  in  any instrument or transaction related
hereto,  shall  be  construed  or  so operate as to require Maker, or any person
liable  for  the payment of the loan made pursuant to this Note, to pay interest
in  an  amount  or  at  a  rate  greater than the highest rate permissible under
applicable  law.  Should  any  interest  or  other charges paid by Maker, or any
parties liable for the payment of the loan made pursuant to this Note, result in
the computation or earning of interest in excess of the highest rate permissible
under  applicable  law,  then  any  and all such excess shall be and the same is
hereby  waived  by the holder hereof, and all such excess shall be automatically
credited  against  and in reduction of the principal balance, and any portion of
said  excess  which  exceeds  the  principal balance shall be paid by the holder
hereof to Maker and any parties liable for the payment of the loan made pursuant
to  this  Note,  it  being  the  intent  of  the  parties  hereto  that under no
circumstances  shall  Maker,  or  any parties liable for the payment of the loan
hereunder, be required to pay interest in excess of the highest rate permissible
under applicable law.

     The  Maker  expressly  grants  to the Bank a continuing first lien security
interest  in any and all money, general or specific deposits, or property of any
such  parties  now  or hereafter in the possession of the Bank. The Maker hereby
authorizes  and  employs the Bank, in its sole discretion, at any time after the
occurrence  of a default hereunder to appropriate and, in such order as the Bank
may  elect,  apply any such money, deposits or property to the payment hereof or
to  the  payment of any and all indebtedness, liabilities and obligations of the
Maker  to  the  Bank  or  any  of the Bank's affiliates, whether now existing or
hereafter  created  or  arising  or now owned or howsoever after acquired by the
Bank or any of the Bank's affiliates (whether such indebtedness, liabilities and

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obligations  are  or  will  be joint or several, direct or indirect, absolute or
contingent, liquidated or unliquidated, matured or unmatured, including, but not
limited  to, any letter of credit issued by the Bank for the account of any such
parties).

     MAKER  AND  BANK  HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
RIGHT  MAKER  OR BANK OR ANY OTHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
LITIGATION  BASED  HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
NOTE AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR
ACTIONS  OF EITHER OR ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
BANK ENTERING INTO THIS NOTE.

     This  Note is to be construed according to the applicable laws of the State
of Florida and the United States of America.

     FLORIDA  DOCUMENTARY  STAMPS  IN THE AMOUNT OF $7,350.00 ARE AFFIXED TO THE
MORTGAGE SECURING THIS NOTE AND INTANGIBLE TAXES OF $4,000.00 ARE AFFIXED TO THE
MORTGAGE SECURING THIS NOTE.

                                   TIERRA DEL SOL RESORT INC.
                                   a Florida corporation

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

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