EXHIBIT 10-2


REVOLVING LINE OF CREDIT
 PROMISSORY NOTE

	
  
$3,500,000.00
  	
  
 
  	
  
July 13, 2006
  
	
  
 
  	
  
 
  	
  
Orlando, Florida
  




          FOR VALUE RECEIVED, the undersigned, SOUTHEAST POWER CORPORATION, a Florida corporation (“Maker”) promises to pay to the order of BRANCH BANKING AND TRUST COMPANY (hereinafter called the “Bank” or, together with any other holder of this note, the “Holder”) or order, at its place of business at 1805 Hammock Road, Titusville, Florida 32796, or at such other place as the Holder of this Note may designate in writing, the principal sum of THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,500,000.00), together with interest thereon at the Interest Rate, in lawful money of the United States, which shall be legal tender in payment of all debts and dues, public and private, at the time of said payment, said principal and interest to be payable as set forth below.

	
            1.          INTEREST   RATE. The Interest Rate shall equal the adjusted LIBOR Rate, as defined   below:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
             a.          Adjusted LIBOR Rate means a rate of   interest per annum equal to the sum obtained (rounded upwards, if necessary,   to the next higher 1/100th of 1.0%) by adding (i) the One Month   LIBOR plus (ii) one and eight one-tenths percent (1.800%) per   annum, which shall be adjusted monthly on the first day of each month for   each LIBOR Interest Period. If the first day of any month falls on a date   when the Bank is closed, the Adjusted LIBOR Rate shall be determined as of   the last preceding business day. The Adjusted LIBOR Rate shall be adjusted   for any change in the LIBOR Reserve Percentage so that Bank shall receive the   same yield. The interest rate shall not exceed a fixed maximum rate of 99%   and will not decrease below a minimum rate of 0.00%.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
             b.          One
Month LIBOR means the average rate (rounded upwards, if necessary, to the
next higher 1/100th of 1.0%) quoted on Bloomberg Screen MMR2 or page
3750 (or such replacement page) of the Telerate Service on the determination
date for deposits in U.S. Dollars offered in the London interbank market for one
month, or if the above method for determining LIBOR shall not be available, the
rate quoted in The Wall Street Journal, a rate determined by a substitute
method of determination agreed on by Borrower and Bank; provided, if such
agreement is not reached within a reasonable period of time (in Bank’s
judgment), a rate reasonably determined by Bank in its sole discretion as a rate
being paid, as of the determination date, by first class banking organizations
(as determined by Bank) in the London interbank market for U.S. Dollar
deposits.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
             c.          LIBOR Advance means the term loan   advances made by Bank to Borrower evidenced by this Note upon which the   adjusted LIBOR Rate of interest shall apply.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
             d.          LIBOR Interest Period means a period of   one calendar month as may be elected by the Borrower applicable to any LIBOR   Advance which shall begin on first day of any month notwithstanding the   maturity date of this Note; provided, however, that a LIBOR Interest Period   may be less than one calendar month in and only in the calendar month in   which the Note originates or matures.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
             e.          LIBOR Reserve Percentage means the   maximum aggregate rate at which reserves (including, without limitation, any   marginal supplemental or emergency reserves) are required to be maintained   under Regulation D by member banks of the Federal Reserve System with respect   to dollar funding in the London interbank market. Without limiting the effect   of the foregoing, the LIBOR Reserve Percentage shall reflect any other   reserves required to be maintained by such member banks by reason of any   applicable regulatory change against (i) any category of liability which   includes deposits by reference to which the Adjusted LIBOR Rate is to be   determined or (ii) any category of extensions of credit or other assets   related to LIBOR.
  













	
  
 
  	
  
             f.          Standard Rate means, for any day, a rate   per annum (rounded upwards, if necessary to the next higher 1/100th   of 1.0%) equal to the Bank’s announced Prime Rate, and each change in the   Standard Rate shall be effective on the date any change in the Prime Rate is   publicly announced as being effective.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
             g.          Application   of Adjusted LIBOR Rate. The adjusted LIBOR Rate shall apply to the entire   principal balance outstanding of a term loan for any LIBOR Interest Period.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
             h.          Adjusted   LIBOR Based Rate Protections.
  
	
   
  	
  
 
  
	
  
 
  	
  
                       (i)          Inability   to Determine Rate. In the event that Bank shall have determined, which   determination shall be final, conclusive and binding, that by reason of   circumstances occurring after the date of this Note affecting the London   interbank market, adequate and fair means do not exist for ascertaining the   LIBOR on the basis provided for in this Note, Bank shall give notice (by   telephone confirmed in writing or by telecopy) to Borrower of such   determination, whereupon (a) no LIBOR Advance shall be made until Bank   notifies Borrowers that the circumstances giving rise to such notice no   longer exist, and (b) any request by Borrowers for a LIBOR Advance shall be   deemed to be a request for an advance at the Standard Rate.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
                          (ii)          Illegality;   Impracticability. In the event that Bank shall determine, which   determination shall be final, conclusive and binding, that the making,   maintaining or continuance of any portion of a LIBOR Advance (a) has become   unlawful as a result of compliance by Bank with any law, treaty, governmental   rule, regulation, guideline or order (or would conflict with any of the same   not having the force of law even though the failure to comply therewith would   not be unlawful), or (b) has become impracticable, or would cause Bank   material hardship, as a result of contingencies occurring after the date of   this Note materially and adversely affect the London interbank market or   Bank’s ability to make LIBOR Advances generally, then, and in any
such event,   Bank shall give notice (by telephone confirmed in writing or by telecopy) to   Borrower of such determination. Thereafter, (x) the obligation of Bank to   make any LIBOR Advances or to convert any portion of the loan to a LIBOR   Advance shall be suspended until such notice shall be withdrawn by Bank, and   (y) any request by Borrower for a LIBOR Advance shall be deemed to be a   request for an advance at the Standard Rate.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
             i.          Interest   Calculation. All interest shall be computed and charged for the actual   number of days elapsed on the basis of a year consisting of three hundred   sixty (360) days.
  




 

	
  
          2.          MATURITY   DATE.  December 13, 2010.
  
	
  
 
  
	
  
          3.          PAYMENTS.   Interest at the   Interest Rate on the principal balance of the indebtedness outstanding from   time to time shall be payable beginning on August 13, 2006, and shall be   payable on the 13th day of each successive month thereafter through and   including July 13, 2007. Thereafter, monthly installments (composed of principal   and interest based on an assumed forty-two month amortization of the   outstanding indebtedness evidenced by this Note as of July 13, 2007 at the   Interest Rate) shall be due and payable beginning August 13, 2007 and payable   on the 13th day of each successive month thereafter until the Maturity Date   at which time all unpaid principal and interest shall be payable in full.
  
	
   
  	
  
 
  
	
  
          4.          RIGHT   TO SETOFF. Holder is given a lien upon and a security interest in all   property of the undersigned now or at any time hereafter in the possession of   Holder in any capacity whatsoever, including but not limited to any balance   or share of any deposit, certificate of deposit, trust or agency account, as   security for the payment of this Note and the Holder is hereby authorized to   apply, on or after maturity (whether by a acceleration or otherwise) to the   payment of this debt any such funds or property in possession of the Holder   belonging to each Obligor, in such order of application as Holder may from   time to time elect, without advance notice.
  




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          5.          DEFAULT   RATE.  This note and all sums due   hereunder shall bear interest from the date when due (without any prior   notice from Holder to Maker or any Obligor), whether by lapse of time or on   acceleration, and also after any judgement which may be entered against any   Obligor and in favor of Holder, at the Default Rate (as hereinafter defined)   until paid.  The Default Rate shall be   a rate of interest equal to the Bank’s Prime Rate plus 5% per annum.
  
	
  
 
  	
  
 
  
	
            6.          INTEREST   LIMITATION.  Anything in this note   or any other agreements or arrangements with the undersigned in connection   with the loan evidenced by this Note to the contrary notwithstanding, in no   event shall the amount of interest due hereunder, together with all amounts   reserved, charged, or taken by Holder as compensation for fees, services, or   expenses incidental to the making, negotiation or collection of the loan   evidenced hereby, which are deemed to be interest under applicable law,   exceed the maximum rate of interest on the unpaid principal balance hereof   allowed from time to time by applicable law.    If any sum is collected in excess of the applicable maximum rate of interest,   the excess sum collected shall be applied to reduce the principal debt or be   refunded to Maker, at Holder’s
option.
  
	
  
 
  	
  
 
  
	
  
          7.          CONSENT   AND WAIVER.  Each Obligor (which   term shall mean and include each Borrower, Maker, Guarantor, and all others   who may become liable for all or any part of the obligations evidenced and   secured hereby), does hereby, jointly and severally:  (a) consent to any forbearance or   extension of the time or manner of payment hereof and to the release of all   or any part of any security held by the Holder to secure payment of this Note   and to the subordination of the lien of the mortgage and any other instrument   of security securing this Note as to all or any part of the property   encumbered thereby, all without notice to or consent of that party;  (b) agree that no course of dealing or   delay or omission or forbearance on the part of the Holder in exercising or   enforcing any of its rights or remedies
hereunder or under any instrument   securing this Note shall impair or be prejudicial to any of the Holder’s rights   and remedies hereunder or to the enforcement hereof and that the Holder may   extend, modify or postpone the time and manner of payment and performance of   this Note and any instrument securing this Note, may grant forbearances and   may release, wholly or partially, any security held by the Holder as security   for this Note and release, partially or wholly, any person or party primarily   or secondarily liable with respect to this Note, all without notice to or   consent by any party primarily or secondarily liable hereunder and without   thereby releasing, discharging or diminishing its rights and remedies against   any other party primarily or secondarily liable hereunder;  (c) waive notice of acceptance of this   Note, notice of the occurrence of any default hereunder or under any   instrument securing this Note and presentment, demand, protest, notice of   dishonor and
notice of protest and notices of any and all action at any time   taken or omitted by the Holder in connection with this Note or any instrument   securing this Note and waives all requirements necessary to hold that party   to the liability of that party;  (d)   waive any “venue privilege” and/or “diversity of citizenship privilege” which   they have now or have in the future, and do hereby specifically agree, notwithstanding   the provision  of any state or federal   law to the contrary, that the venue for the enforcement, construction or   interpretation of this note shall be the County Court, Circuit Court or   Federal Court selected by the Holder hereof and they do hereby specifically   waive the right to sue or be sued in the court of any other county in the   State of Florida, any court in any other state or country or in any federal   court, or in any state or federal administrative tribunal.
  
	
   
  	
  
 
  
	
  
          8.          ATTORNEYS’   FEES.  All parties liable for the   payment of this Note agree to pay the Holder in addition to the principal,   premium and interest due and payable hereon, reasonable paralegal fees,   attorneys’ fees and costs, whether or not an action be brought, for the   services of counsel employed after maturity or default to collect this Note   or any principal or interest due hereunder, or to protect the security, if   any, or enforce the performance of any other agreement contained in this Note   or in any instrument of security executed in connection with the loan   evidenced hereby, including, but not limited to costs, paralegal fees and   attorneys’ fees and costs on any trial, or appellate proceedings, or in any   proceedings under the United States Bankruptcy Code or in any post judgment
proceedings.
  




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          9.          EVENTS   OF DEFAULT.  The failure to pay   any part of the principal or interest when due on this Note or to fully   perform any covenant, obligation or warranty on this or on any other liability   to the Bank by any one or more of the undersigned, by any affiliate of the   undersigned (as defined in 11USC Section (101) (2)), or by any guarantor or   surety of this Note (said affiliate, guarantor, or surety are herein called   Obligor); or if any financial statement or other representation made to the   Bank by any of the undersigned or any Obligor shall be found to be materially   incorrect or incomplete; or if any of the undersigned shall fail to furnish   information to the Bank sufficient to verify the identity of the undersigned   as required under the USA Patriot Act; or in the event of a default under any   of the Agreements
or any other obligation of any of the undersigned or any   Obligor; or in the event the Bank demands that the undersigned secure or provide   additional security for its obligations under this Note and security deemed   adequate and sufficient by the Bank is not given when demanded; or in the   event one or more of the undersigned or any Obligor shall die, terminate its   existence, allow the appointment of a receiver for any part of its property,   make an assignment for the benefit of creditors, or where a proceeding under   bankruptcy or insolvency laws is initiated by or against any of the   undersigned or any Obligor; or in the event the Bank should otherwise deem   itself, its security interest, or any collateral unsafe or insecure; or   should the Bank in good faith believe that the prospect of payment or other   performance is impaired; or if there is an attachment, execution, or other   judicial seizure of all or any portion of the Borrower’s or any Obligor’s   assets, including an
action or proceeding to seize any funds on deposit with   the Bank, and such seizure is not discharged within 20 days; or if final   judgment for the payment of money shall be rendered against the Borrower or   any Obligor which is not covered by insurance or debt cancellation and shall   remain undischarged for a period of 30 days unless such judgment or execution   thereon is effectively stayed; or the termination of any guaranty agreement   given in connection with this Note, then any one of the same shall be a   material default hereunder and this Note and other debts due the Bank by any   one or more of undersigned shall immediately become due and payable at the   option of the Bank without notice or demand of any kind, which are hereby   waived. From and after any event of default hereunder, interest shall accrue   on the sum of the principal balance and accrued interest then outstanding at   the variable rate equal to the Bank’s Prime Rate plus 5% per annum (“Default   Rate”)
until such principal and interest have been paid in full, provided   that such rate shall not exceed at any time the highest rate of interest   permitted by the laws of the State of Florida; and further provided that such   rate shall also apply after judgment. In addition, upon default, the Bank may   pursue its full legal remedies at law or equity, and the balance due   hereunder may be charged against any obligation of the Bank to any party   including any Obligor. Bank shall not be   obligated to accept any check, money order, or other payment instrument   marked “payment in full” on any disputed amount due hereunder, and Bank   expressly reserves the right to reject all such payment instruments. Borrower   agrees that tender of its check or other payment instrument so marked will   not satisfy or discharge its obligation under this Note, disputed or   otherwise, even if such check or payment instrument is inadvertently   processed by Bank unless in fact such payment is in fact
sufficient to pay   the amount due hereunder.
  
	
   
  	
  
 
  
	
  
          10.          ACCELERATION.  If a default or Event of Default shall   occur hereunder and such default shall continue for ten (10) days then at the   option of the Holder, the entire principal sum then remaining unpaid together   with any premiums and accrued interest shall immediately become due and   payable without notice or demand, and said principal  and premiums shall bear interest from such   date at the highest legal rate permitted by law, from time to time, to be   charged by Holder, it being agreed that interest not paid when due shall, at   the option of the Holder, draw interest at the rate provided for in this   paragraph. Failure to exercise the above options shall not constitute a   waiver of the right to exercise the same in the event of any subsequent   default.  If this Note is payable upon   demand, then no terms or
provisions contained in this paragraph shall be   deemed or interpreted to alter or abrogate the demand nature of this Note or   the rights of Holder under a demand instrument.
  
	
  
 
  	
  
 
  
	
  
          11.          OTHER   REMEDIES.  If a default or an   Event of Default shall occur Holder shall have in addition to its remedies   under this Note, Loan Agreement, and/or any other instrument securing or   executed in conjunction with the loan evidenced hereby and applicable law all   the remedies of a secured party under the Uniform Commercial Code of the   State of Florida and, without limiting the generality of the foregoing,   Holder shall have the right, at its option, and without notice or demand, to   declare the entire amount of this Note remaining unpaid, and all other   liabilities selected by Holder, immediately due and payable, less any   unearned interest or other charges and any rebates required by law (it being   the intention hereof that under no circumstances shall Holder be entitled to   receive at any time any charges not
allowed or permitted by law or any   interest in excess of the maximum allowed by law); to set off against this   Note all money owed by Holder in any capacity to the undersigned or any   guarantor hereof, whether or not due; and Holder shall be deemed to have   exercised such right of setoff and to have made a charge against any such   money immediately upon the occurrence of such default even though such charge   is made or entered in the books of Holder subsequent thereto.  Upon disposition of any collateral after   the occurrence of any default, undersigned shall be and remain liable for any   deficiency; and Holder shall account to undersigned for any surplus, but   Holder shall have the right to apply all or any part of such surplus (or to   hold the same as a reserve) against any and all other liabilities of   undersigned to Holder.
  



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          12.          FLORIDA   LAW.  This Note is executed under   seal and constitutes a contract under the laws of the State of Florida, and   shall be enforceable in a Court of competent jurisdiction in that State,   regardless of in which State this Note is being executed.
  
	
  
 
  	
  
 
  
	
  
          13.          HEADINGS.  The headings of the paragraphs contained   in this Note are for convenience of reference only and do not form a part   hereof and in no way modify, interpret or construe the meaning of the parties   hereto.
  
	
  
 
  	
  
 
  
	
  
          14.          LATE   CHARGE.  The undersigned promises   to pay to the Holder of this note a “late charge” not to exceed an amount   equal to five per cent (5%) of any principal or interest which is not paid   within ten (10) days from the due date thereof to cover the extra expense   involved in handling delinquent payments. Collection or acceptance by Holder   of such late charge shall not constitute a waiver of any remedies of Holder   provided herein. When any installment payment is past due for ten (10) or   more days, subsequent payments shall first be applied to the past due   balance. In addition, the undersigned shall pay to Bank a returned payment   fee if the undersigned or any other obligor hereon makes any payment at any   time by check or other instrument, or by any electronic means, which is   returned to Bank because of
nonpayment due to nonsufficient funds.
  
	
   
  
	
  
          15.          MISCELLANEOUS.
  
	
  
 
  
	
  
                         (a)          The   term “Maker”, as used herein, in   every instance shall include the Maker’s heirs, executors, administrators,   successors, legal representatives and assigns, and shall denote the singular   and/or plural, the masculine and/or feminine, and natural and/or artificial   persons whenever and wherever the context so requires or admits.
  
	
  
 
  
	
  
                            (b)          This Note may   not be changed orally, but only by an agreement in writing, signed by the   party against whom enforcement of any waiver, change, modification or   discharge is sought.
  





	
  
          All   payments made on the indebtedness evidenced by this Note shall be applied   first to repayment of monies paid or advanced by Holder on behalf of the   Maker in accordance with the terms of the Mortgage securing this Note, and   thereafter shall be applied to payment of accrued interest, and lastly to   payment of principal.
  
	
   
  
	
  
          In   the event there is any conflict in the terms and conditions of this Note and   the Loan Agreement and other Loan Documents executed by the Borrower or   Guarantors, the terms and conditions of the Loan Agreement, including, but   not limited to, the terms and conditions of the paragraph on Notice and Cure   Period in the Loan Agreement will prevail.
  
	
  
 
  
	
  
          The   interest rate charged under this loan is authorized by Section 687.12,   Florida Statutes and by Chapter 655, Florida Statutes and any applicable   federal laws or regulations.
  
	
  
 
  
	
  
          The   principal balance hereof may be borrowed and re-borrowed from time to time   during the term hereof in accordance with the terms of the Loan Agreement but   may not exceed at any one time an outstanding principal balance of   $3,500,000.00.
  




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          PAYMENT IN FULL OF THIS NOTE SHALL NOT RESULT IN ITS TERMINATION AS LONG AS THE LOAN AGREEMENT IS IN EFFECT.


MAKER AND HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE INCLUDING BUT NOT LIMITED TO ANY POST JUDGEMENT ACTIONS AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED 


IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER MAKING THE LOAN OR EXTENSION OF CREDIT EVIDENCED BY THIS NOTE.


	
  
 
  	
  
 
  	
  
/s/ SRW    (Initials)
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  
	
  
Address of Maker:
  	
  
 
  	
  
 
  
	
  
1805 Hammock Road
  	
  
 
  	
  
 
  
	
  
Titusville, Florida 32796
  	
  
 
  	
  
SOUTHEAST POWER CORPORATION,
  
	
   
  	
  
 
  	
  
a Florida corporation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ STEPHEN R. WHERRY
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
STEPHEN R. WHERRY
  
	
  
 
  	
  
 
  	
  
Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
TAXPAYER IDENTIFICATION NUMBER:
  
	
  
 
  	
  
 
  	
  
59-2262546
  



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