Exhibit 10.6



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


$7,000,000.00                                                 JANUARY  3,  2006

     FOR VALUED RECEIVED: to-wit, money loaned, REEDY CREEK ACQUISITION COMPANY,
LLC, A FLORIDA LIMITED LIABILITY COMPANY, 2462 SAND LAKE ROAD, ORLANDO, FL 32809
(hereinafter  referred  to  as  the  "BORROWER") promises to pay to the order of
BANKERS  CREDIT  CORPORATION,  A  FLORIDA  CORPORATION,  (the  "LENDER") at 1053
Maitland  Center  Commons Blvd., Suite 201, Maitland, FL 32751, or wherever else
Lender  may specify, the sum of SEVEN MILLION AND 00/100 DOLLARS ($7,000,000.00)
with interest until paid.

                              FUNDING OF THE LOAN:

     THE  LENDER  SHALL  FUND  THE LOAN EVIDENCED BY THIS PROMISSORY NOTE IN TWO
INSTALLMENTS.  THE  FIRST  INSTALLMENT  OF  THREE  MILLION  AND  00/100  DOLLARS
($3,000,000.00)  WILL  BE  FUNDED  ON  JANUARY  3,  2006.  THE  SECOND AND FINAL
INSTALLMENT OF FOUR MILLION AND 00/100 DOLLARS ($4,000,000.00) WILL BE FUNDED ON
OR  BEFORE  MARCH  31,  2006,  OR  AS  FUNDS  ARE  AVAILABLE  TO  THE LENDER FOR
ADVANCEMENT TO THE BORROWER, WHICHEVER SHALL LATER OCCUR. IF THE LENDER DOES NOT
HAVE  FUNDS  AVAILABLE  TO  ADVANCE  AS CONTEMPLATED HEREIN, THE LENDER SHALL BE
UNDER  NO FURTHER OBLIGATION TO ADVANCE SUCH FUNDS. THE BORROWER UNDERSTANDS AND
AGREES THAT THE LENDER'S ABILITY TO ADVANCE FUNDS IS CONTINGENT UPON THE ACTIONS
OF THIRD PARTIES OVER WHOM THE LENDER HAS NO CONTROL.

                           CONTRACT RATE OF INTEREST:

     The principal balance of this Note outstanding from time to time shall bear
interest  at  an  adjustable  rate  of interest equal to the Wall Street Journal
published  prime  rate  plus  seven and three-fourths percent (7.75%) per annum,
simple  interest, provided however that the minimum rate of interest shall never
be  less than fifteen percent (15%) per annum, simple interest, nor ever be more
than the highest rate allowable under Florida Law.


                                TERMS OF PAYMENT:

A.     Interest  accrued  at  the  rate  aforesaid  on the outstanding principal
balance  shall  be  due  and  payable  monthly  beginning  February  3, 2006 and
continuing  thereafter  on the 3rd day of each month for eleven (11) consecutive
months,  until  January  3,  2007, the "Maturity Date" (defined hereinafter), at
which  time  the entire unpaid principal balance of the Note and all accrued and
unpaid  interest  thereon  shall  be  due  and  payable.

B.     Unless  sooner paid, the entire remaining principal balance of this Note,
plus  accrued and unpaid interest thereon, shall be due and payable, in full, on
JANUARY  3,  2007  (THE  'MATURITY  DATE")

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C.     THIS  NOTE  MAY  NOT BE PREPAID IN WHOLE OR IN PART PRIOR TO JULY 3, 2006
WITHOUT  PAYMENT  OF  A PENALTY EQUAL TO ONE PERCENT (1%) OF THE AMOUNT PREPAID.
THEREAFTER,  THIS  LOAN  MAY BE PREPAID IN WHOLE OR IN PART WITHOUT PAYMENT OF A
PENALTY.  PROVIDED, HOWEVER, WHEN THIS LOAN IS PAID IN FULL ON THE MATURITY DATE
OR SOONER, AS THE CASE MAY BE, THE BORROWER SHALL PAY AN "EXIT FEE" EQUAL TO ONE
PERCENT  (1%)  OF THE FUNDS ADVANCED BY THE LENDER UNDER THE TERMS OF THIS NOTE.
THE  EXIT  FEE  IS  IN  ADDITION  TO  ANY  PRE-PAYMENT PENALTY WHICH MAY ALSO BE
APPLICABLE.

     Borrower  hereby  further  covenants,  warrants  and  agrees  as  follows:

     LATE  PAYMENT; DEFAULT RATE.  Borrower agrees to pay a late charge equal to
     ---------------------------
TEN  percent  (10.00%) of each payment of principal and/or interest which is not
paid  within  FIVE (5) days of the date on which it is due.  At Lender's option,
the contract rate shall be the highest rate allowed under Florida Law per annum,
commencing with and continuing for so long as the loan or any portion thereof is
in  default  (as  hereinafter  defined).

     COSTS  OF  COLLECTION.  Upon  Borrower's  default and where Lender deems it
     ---------------------
necessary  or  proper  to employ an attorney to enforce collection of any unpaid
balance  of  this  Note  or  to  otherwise  protect its interest hereunder; then
Borrower  agrees  to pay Lender's reasonable attorney's fee (including appellate
costs,  if  any) and collection costs.  Liability for reasonable attorney's fees
and  costs  shall  exist  whether  or  not  any suit or proceeding is commenced.

     COLLATERAL.  Payment  of  this Note, and all obligations of the undersigned
     ----------
Borrower hereunder (the "OBLIGATIONS") to Lender, its successors and assigns, is
secured,  inter  alia,  by  that  certain  Mortgage  of  even date herewith (the
"SECURITY  DOCUMENT"),  executed  and  delivered  by Borrower, with the Security
Documents  recorded  or  to be recorded in the Public Records of OSCEOLA COUNTY,
Florida,  encumbering the real property (the "PROPERTY") described therein.  The
Security  Documents  are, by this reference, incorporated herein.   This Note is
further  secured  by  any other property of Borrower in the possession of, or in
which  Lender  holds  a security interest under any other loans between Borrower
and  Lender.

     REMEDIES;  NON-WAIVER  OF  DEFAULT.  The  remedies  of  Lender, as provided
     ----------------------------------
herein, in the Security Documents shall be cumulative and concurrent, and may be
pursued  singly,  successively or together, at the sole discretion of Lender and
may  be  exercised as often as occasion therefor shall arise. No act of omission
or  commission  of  Lender,  including  specifically any failure to exercise any
right,  remedy  or recourse, shall be effective as a waiver thereof unless it is
set  forth  in a written document executed by Lender and then only to the extent
specifically  recited  therein.  A waiver or release with reference to one event
shall not be construed as continuing, as a bar to, or as a waiver or release of,
any  subsequent  right,  remedy  or  recourse  as  to  any  subsequent  event.

     WAIVERS.  Borrower  and all sureties, endorsers and guarantors of this Note
     -------
hereby (A) waive demand, presentment for payment, notice of nonpayment, protest,
notice  of  protest  and  all  other  notices,  filing  of suit and diligence in
collecting  this  note, in enforcing any of the security rights of the Lender or
in  proceeding  against  the  Property; (B) agree to any substitution, exchange,

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addition  or  release  of  any of the Property or the addition of release of any
party  or  person  primarily or secondarily liable hereon; (C) agree that Lender
shall  not  be  required first to institute any suit, or to exhaust its remedies
against  Borrower  or  any  other  person or party to become liable hereunder or
against  the  Property  in order to enforce payment of this Note; (D) consent to
any  extension,  modification, amendment, rearrangement, renewal or postponement
of  time of payment of this Note and to any other indulgence with respect hereto
without further notice, consent or consideration to any of the foregoing (except
the  express  written  release  by  Lender of any such person), and shall be and
remain  jointly  and  severally, directly and primarily, liable for all sums due
under  this  Note,  the  Security  Documents.

     COMPLETION  OF  BLANKS.  In  the  event any provision(s) of this instrument
     ----------------------
shall  be  left  blank  or  incomplete,  Borrower hereby authorizes and empowers
Lender  to  supply  and complete the necessary information as a ministerial task
consistent  with  the  understanding  between  the  parties.

     SETOFF.  Upon  the  occurrence  of  any  of  the  "EVENTS  OF  DEFAULT," as
     ------
hereinafter  defined,  Lender  is  herewith expressly authorized to exercise its
right  of  setoff  or  bank lien as to any monies deposited in demand, checking,
time,  savings  or other accounts of any nature maintained in and with Lender by
any  Borrower  without  advance  notice.  Said  right  of  setoff  shall also be
exercised and applicable where Lender is indebted to any signer hereof by reason
of  any  certificate  of  deposit,  note  or  otherwise.

     EVENTS  OF  DEFAULT.  Borrower shall be in default under this Note upon the
     -------------------
happening  of  any of the following events, circumstances or conditions; namely:

          a.  default  in  the payment within fifteen (15) days of the date when
     due  of  any  of the Obligations of the Borrower hereunder or in connection
     herewith  or any other Obligations of Borrower or any affiliate (as defined
     in  11  U.S.C.  Sec.101(a),  hereinafter  "AFFILIATE")  of  Borrower or any
     endorser,  guarantor  or  surety for Borrower to Lender, howsoever created,
     primary  or  secondary, whether direct or indirect, absolute or contingent,
     now  or hereafter existing, due or to become due, or of any other covenant,
     warranty or undertaking expressed herein, therein, or in any other document
     establishing  said  endorsement,  guaranty or surety, or any other document
     executed  by  Borrower  in  conjunction  herewith; or any other document or
     agreement made as part of any other loans of Borrower from Lender; or

          b.  any  warranty,  representation  or  statement made or furnished to
     Lender  by  or  on behalf of Borrower, or any guarantor, endorser or surety
     for  Borrower  in connection with this Note or to induce Lender to make the
     loan  to  Borrower  evidenced  by this Note which was false in any material
     respect  when  made  or  furnished  or has become materially false, if such
     warranty  of  Borrower  or  guarantor,  endorser or surety for Borrower was
     ongoing in nature; or

          c.  Borrower  or  any guarantor, endorser or surety for Borrower shall
     allow  the  acquisition  of  substantially all of the business or assets of
     Borrower  or  endorser  or  guarantor  or surety for Borrower or a material

<PAGE>

     portion  of  such  business  assets if such a sale is outside Borrower's or
     guarantor's,  endorser's  or  surety's  ordinary course of business or more
     than  fifty  percent  (50%)  of  the  outstanding  stock or voting power of
     Borrower in a single transaction or a series of transactions, or enter into
     any transaction of merger or consolidation without prior written consent of
     Lender; or

          d.  after  the notice provided in the Loan Agreement and expiration of
     all  cure  periods  provided  therein,  failure  of a corporate Borrower or
     guarantor, endorser or surety which is a corporation or limited partnership
     to maintain its existence in good standing; or

          e.  upon  the  entry of any monetary judgment or the assessment and/or
     filing  of any tax lien against Borrower not satisfied or superseded within
     thirty (30) days, or upon the issuance of any writ of garnishment, judicial
     seizure  of,  or attachment against any property of, debts due or rights of
     Borrower  or  any  guarantor,  endorser  or surety, to specifically include
     commencement of any action or proceeding to seize monies of Borrower or any
     guarantor,  endorser  or  surety on deposit in any bank account with Lender
     that  is  not  dismissed  within  thirty  (30) days after Borrower receives
     notice thereof; or

          f. the Borrower or any guarantor, endorser or surety for said Borrower
     shall  be a debtor, either voluntary or involuntary, under (and as the term
     debtor is defined in) the Federal Bankruptcy Code and, if involuntary, such
     proceedings are not dismissed within sixty (60) days; or

          g.  after  the notice provided in the Loan Agreement and expiration of
     all  cure  periods  provided therein, failure of Borrower or any guarantor,
     endorser  or  surety  to  furnish  financial  statements or other financial
     information  reasonably requested by Lender within the time periods allowed
     by the Loan Documents; or

          h.  loss,  theft, substantial damage, destruction, sale or encumbrance
     to  or of any collateral for this Note not adequately covered by insurance;
     or

          i.  after  the notice provided in the Loan Agreement and expiration of
     all  cure  periods  provided therein, should there occur any default in the
     performance  of  any  continuing  obligation  of  the Borrower or any other
     obligated party under the Security Documents or the Loan Documents.

          j.  after  the notice provided in the Loan Agreement and expiration of
     all  cure  periods  provided therein, should there occur any default in the
     performance  of  any  continuing  obligation  of  the Borrower or any other
     obligated  party  under  the  Security Documents, Loan Documents, or any of
     them.

     REMEDIES  ON DEFAULT (INCLUDING POWERS OF SALE). Upon the occurrence of any
     -----------------------------------------------
of  the  foregoing  events,  circumstances  or conditions of default, all of the
Obligations  evidenced  herein  and  secured  hereby  shall at the option of the
Lender,  immediately  be  due  and payable without notice. Further, Lender shall
then  have  all  the  rights  and  remedies of a secured party under the Uniform
Commercial  Code  and the common law, as adopted by the state of Lender's office
as  set  forth  herein.

<PAGE>

     In  addition,  and  without  limitation  thereto,  Lender  shall  have  the
following  specific  rights  and  remedies:

     1.  to  exercise  all  remedies  available  to  Lender  under  the Security
Documents and the Loan Documents;

     2.  to  enforce  the  provisions  of  this  Note  in any court of competent
jurisdiction;

     3.  to  exercise its rights of setoff by applying any monies of Borrower on
deposit  with  Lender toward payment of the Obligations evidenced or referred to
herein or secured hereby, without notice. If any process is issued or ordered to
be  served  on Lender, seeking to seize Borrower's rights and/or interest in any
bank  account  maintained  with  Lender,  the  balance in any said account shall
immediately  be  deemed  to  have  been and shall be set off against any and all
Obligations  of  Borrower to Lender, as of the time of issuance of any such writ
or  process,  whether  or not Borrower and/or Lender shall then have been served
therewith;

     4.  to  apply  the proceeds realized from disposition of any collateral for
this Note to satisfy the following terms, in the order here listed:

          a.  the  expenses  of taking, removing, maintaining, holding for sale,
     repairing  or  otherwise  preparing for sale and selling of said collateral
     specifically  including  the Lender's reasonable attorney's fees (including
     appellate costs, if any) and both legal and collection expenses;

          b.  next, to the expense of liquidating any liens, security interests,
     attachments  or  encumbrances  upon the property encumbered by the Security
     Documents,  whether  inferior  or superior to the security interest therein
     created;

          c.  and  finally, to the unpaid principal and all accumulated interest
     hereunder and to any other debt owed to Lender by the Borrower.

     Any  surplus, after the satisfaction of the foregoing items (a) through (c)
shall  be  paid  to Borrower or to any other party lawfully entitled thereto and
known to this Lender.  Further, if proceeds realized from disposition of the any
collateral  for  this  Note shall fail to satisfy and of the foregoing items (a)
through  (c), Borrower shall forthwith pay deficiency balance to Lender. NOTHING
HEREIN  SHALL  BE  DEEMED  TO REQUIRE THE LENDER TO PURSUE ANY PARTICULAR REMEDY
AVAILABLE  HEREUNDER  PRIOR  TO THE PURSUIT OF ANY OTHER REMEDY.  NOTHING HEREIN
SHALL  BE  DEEMED  TO REQUIRE THE LENDER TO SEEK RECOURSE AGAINST ANY COLLATERAL
FOR  THIS NOTE PRIOR TO THE EXERCISE OF ANY OTHER REMEDY AVAILABLE TO THE LENDER
HEREUNDER.

     MISCELLANEOUS.
     -------------

     No  waivers, amendments or modifications of this Note shall be valid unless
in  writing.

     All terms and expressions contained herein which are defined in Articles 1,
3,  4 or 9 of the Uniform Commercial Code of the State of Florida shall have the
same  meaning  herein  as  in  said  Articles  of  said  Code.

<PAGE>

     All rights of Lender hereunder shall inure to the benefit of its successors
and  assigns;  and  all obligations of Borrower shall bind his heirs, executors,
administrators,  successors  and/or  assigns.

     If  more than one person has signed this Note, such parties are jointly and
severally  obligated  hereunder.  Further,  use  of the masculine pronoun herein
shall  include  the  feminine  and  neuter  and
also  the  plural.

     If  any  provision  of  this  Note  shall  be  prohibited  or invalid under
applicable  law,  such  provision shall be ineffective but only to the extent of
such  prohibition  of  invalidity,  without  invalidating  the remainder of such
provision  or  the  remaining  provisions  of  this  Note.

     As  used  herein,  the  words  "Borrower"  and  "Lender" shall be deemed to
include  Borrower  and  Lender  as  defined  herein  and their respective heirs,
personal  representatives,  successors  and  assigns.

     This  Note  is executed and delivered at the place of execution and, to the
extent  permitted  under  the  laws  of any other state in which it is enforced,
shall  be  construed  and  enforced  in accordance with the laws of the State of
Florida.

     WAIVER  OF  JURY  TRIAL.  BORROWER  (BY  EXECUTION  HEREOF)  AND LENDER (BY
     -----------------------
ACCEPTANCE  OF  THIS  NOTE) EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
AGREES,  THAT:

     1.   NEITHER  BORROWER  NOR LENDER, ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL
REPRESENTATIVE  OF  ANY  OF  THE  SAME  SHALL  SEEK A JURY TRIAL IN ANY LAWSUIT,
PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE ARISING FROM OR BASED
UPON  THIS  NOTE,  ANY  OTHER  LOAN  AGREEMENT  OR ANY LOAN DOCUMENT EVIDENCING,
SECURING  OR  RELATING  TO  THE  OBLIGATIONS  OR TO THE DEALINGS OR RELATIONSHIP
BETWEEN  OR  AMONG  THE  PARTIES  HERETO;

     2.   NEITHER  THE  BORROWER  NOR  LENDER  WILL SEEK TO CONSOLIDATE ANY SUCH
ACTION,  IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A
JURY  TRIAL  HAS  NOT  BEEN  OR  CANNOT  BE  WAIVED;

     3.   THE  PROVISIONS  OF  THIS  PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE
PARTIES  HERETO,  AND  THESE  PROVISIONS  SHALL  BE  SUBJECT  TO  NO EXCEPTIONS;

     4.   NEITHER  THE  BORROWER  NOR  LENDER  HAS  IN  ANY  WAY  AGREED WITH OR
REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE
FULLY  ENFORCED  IN  ALL  INSTANCES;  AND

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     5.   THIS  PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS
TRANSACTION.

     IN  WITNESS WHEREOF, Borrower, on the day and year first written above, has
caused  this Note to be executed under seal by (I) if a corporation, partnership
or other entity, its duly authorized officer(s) or partner(s), as applicable, or
(II)  if  by  individuals,  hereunto  setting  their  hands  and  seals.

REEDY  CREEK  ACQUISITION  COMPANY,  LLC,
A  FLORIDA  LIMITED  LIABILITY  COMPANY:



BY:  /s/ Malcolm J. Wright
     ---------------------------------
     MALCOLM  J.  WRIGHT
     MANAGER

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