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                                                                   EXHIBIT 10.56

Bank of America, N.A.
                                 Promissory Note

Date March 30, 2001         [ ] New   [X] Renewal           Amount $8,000,000.00
                                                     Maturity Date April 1, 2002

========================================   =====================================
Bank:                                      Borrower:

Bank of America, N.A.                      Texas Timberjack, Inc.
Banking Center:                            Rt. 15, Box 9475
110 North College                          Lufkin, Angelina County, Texas  75901
Tyler, Smith County, Texas  75702

========================================   =====================================

FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and
severally, if more than one) promises to pay to the order of Bank, its
successors and assigns, without setoff, at its offices indicated at the
beginning of this Note, or at such other place as may be designated by Bank, the
principal amount of Eight Million Dollars ($8,000,000.00), or so much thereof as
may be advanced from time to time in immediately available funds, together with
interest computed daily on the outstanding principal balance hereunder, at an
annual interest rate, and in accordance with the payment schedule, indicated
below.

[This Note contains some provisions preceded by boxes. If a box is marked, the
provision applies to this transaction; if it is not marked, the provision does
not apply to this transaction.]

1. Rate. The Rate shall be the Prime Rate, plus or minus the "Applicable Margin"
per annum as hereinafter provided. The "Prime Rate" is the fluctuating rate of
interest established by Bank from time to time, at its discretion, whether or
not such rate shall be otherwise published. The Prime Rate is established by
Bank as an index and may or may not at any time be the best or lowest rate
charged by Bank on any loan. The "Applicable Margin" shall initially mean minus
0.25%, provided, the Applicable Margin shall change to reflect changes in the
ratio of Texas Timberjack, Inc.'s Funded Debt to Texas Timberjack, Inc.'s
EBITDA, as determined by Bank. The terms "Funded Debt" and "EBITDA" shall have
the meanings generally attributed to such terms under, and the said ratio shall
be calculated as of the end of each calendar quarter for the 12 month period
then ended, in accordance with generally accepted accounting principles, as in
effect from time to time, consistently applied, with respect to Texas
Timberjack, Inc.'s consolidated financial statements furnished to Bank from time
to time. The Applicable Margin shall be determined as follows:

    Funded Debt to EBITDA Ratio                      Applicable Margin
    ---------------------------                      -----------------
    *  2.00 to 1.00                                  minus   0.25%
    ** 2.00 to 1.00 but *3.00 to 1.00                plus    0.25%
    ***3.00 to 1.00                                  plus    0.50%
--------
*   Less Than
**  Greater Than
*** Greater Than Or Equal To

Any change in the Applicable Margin shall be effective on the first day of the
first month immediately following (i) Bank's receipt of all required financial
information for the preceding calendar quarter (commencing with the quarter
ending on December 31, 2000), and (ii) the giving of the notice hereinafter
required. Provided, the Applicable Margin shall not increase unless and until
Bank gives Borrower written notice of the increase, and the Applicable Margin
shall not decrease unless and until Borrower gives Bank written notice of the
decrease.

Notwithstanding any provision of this Note or any other agreement or commitment
between Borrower and Bank, whether written or oral, express or implied, Bank
shall never be entitled to charge, receive, or collect, nor shall amounts
received hereunder be credited so that Bank shall be paid, as interest a sum
greater than interest at the Maximum Rate. It is the intention of the parties
that the Note, and all instruments securing the payment of the Note or executed
or delivered in connection therewith, shall comply with applicable law. If Bank
ever contracts for, charges, receives or collects anything of value which is
deemed to be interest under applicable law, and if the occurrence of any
circumstance or contingency, whether acceleration of maturity of the Note,
prepayment of the Note, delay in advancing proceeds of the Note, or any other
event, should cause such interest to exceed the maximum lawful amount, any
amount which exceeds interest at the Maximum Rate shall be applied to the
reduction of the unpaid principal balance of the Note or any other indebtedness
owed to Bank by Borrower, and if the Note and such other indebtedness are paid
in full, any remaining excess shall be paid to Borrower. In determining whether
the interest exceeds interest at the Maximum Rate, the total amount of interest
shall be spread, prorated and amortized throughout the entire term of the Note
until its payment in full. The term "Maximum Rate" as used in this Note means
the maximum nonusurious rate of interest per annum permitted by whichever of
applicable United States federal law or Texas law permits the higher interest
rate, including to the extent permitted by applicable law, any amendments
thereof hereafter or any new law hereafter coming into effect to the extent a
higher Maximum Rate is permitted thereby.

To the extent, if any, that Chapter 303 of the Texas Finance Code, as amended,
(the "Act") is relevant to the Bank for purposes of determining the Maximum
Rate, the parties elect to determine the Maximum Rate under the Act pursuant to
the "weekly ceiling" from time to time in effect, as referred to and defined in
ss.303.001-303.016 of the Act; subject, however, to any right the Bank
subsequently may have under applicable law to change the method of determining
the Maximum Rate.

2. Accrual  Method.  Interest at the Rate set forth above will be calculated
based on the actual number of days elapsed (365 days in
a year, or 366 days in a leap year).

3. Rate Change Date. Any Rate based on a fluctuating index or base rate will
change, unless otherwise provided, each time and as of the date that the index
or base rate changes. In the event any index is discontinued, Bank shall
substitute an index determined by Bank to be comparable, in its sole discretion.

4. Payment Schedule. All payments received hereunder shall be applied first to
the payment of any expense or charges payable hereunder or under any other loan
documents executed in connection with this Note, then to interest due and
payable, with the balance applied to principal, or in such other order as Bank
shall determine at its option.

Principal shall be paid in full in a single payment on April 1, 2002. Interest
shall be paid monthly, as it accrues, commencing on May 1, 2001, and continuing
on the same day of each successive month thereafter, with a final payment of all
unpaid accrued interest at the stated maturity of this Note.

5. Revolving Feature.

[X] Borrower may borrow, repay and reborrow hereunder at any time, up to a
maximum aggregate amount outstanding at any one time equal to the principal
amount of this Note, provided that Borrower is not in default under any
provision of this Note, any other documents executed in connection with this
Note, or any other note or other loan documents now or hereafter executed in
connection with any other obligation of Borrower to Bank, and provided that the
borrowings hereunder do not exceed any borrowing base or other limitation on
borrowings by Borrower. Bank shall incur no liability for its refusal to advance
funds based upon its determination that any conditions of such further advances
have not been met. Bank records of the amounts borrowed

Bank of America, N.A.                                            Promissory Note
[Commercial]                           1                                    2/96
A17\16\1412\186203

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from time to time shall be conclusive proof thereof. Bank and Borrower expressly
agree that Chapter 346 ("Chapter 346") of the Texas Finance Code shall not apply
to this Note or to any advances under this Note and that neither this Note or
any such advances shall be governed by or subject to the provisions of Chapter
346 in any manner whatsoever.

     [_] Uncommitted Facility. Borrower acknowledges and agrees that,
         notwithstanding any provisions of this Note or any other documents
         executed in connection with this Note, Bank has no obligation to make
         any advance, and that all advances are at the sole discretion of Bank.

     [_] Out-Of-Debt Period. For a period of at least _______________________
         consecutive days during [_] each fiscal year, [_] any consecutive
         12-month period, Borrower shall fully pay down the balance of this
         Note, so that no amount of principal or interest and no other
         obligation under this Note remains outstanding.

6.   Automatic Payment.

[X]  Borrower has elected to authorize Bank to effect payment of sums due under
this Note by means of debiting Borrower's account number 008930018390. This
authorization shall not affect the obligation of Borrower to pay such sums when
due, without notice, if there are insufficient funds in such account to make
such payment in full on the due date thereof, or if Bank fails to debit the
account.

7.   Delinquency  Charge. To the extent permitted by law, a delinquency  charge
will be imposed in an amount not to exceed four percent
(4%) of any payment that is more than fifteen days late.

8.  Waivers, Consents and Covenants. Borrower, any indorser or guarantor hereof,
or any other party hereto (individually an "Obligor" and collectively
"Obligors") and each of them jointly and severally: (a) waive presentment,
demand, protest, notice of demand, notice of intent to accelerate, notice of
acceleration of maturity, notice of protest, notice of nonpayment, notice of
dishonor, and any other notice required to be given under the law to any Obligor
in connection with the delivery, acceptance, performance, default or enforcement
of this Note, any indorsement or guaranty of this Note, or any other documents
executed in connection with this Note or any other note or other loan documents
now or hereafter executed in connection with any obligation of Borrower to Bank
(the "Loan Documents"); (b) consent to all delays, extensions, renewals or other
modifications of this Note or the Loan Documents, or waivers of any term hereof
or of the Loan Documents, or release or discharge by Bank of any of Obligors, or
release, substitution or exchange of any security for the payment hereof, or the
failure to act on the part of Bank, or any indulgence shown by Bank (without
notice to or further assent from any of Obligors), and agree that no such
action, failure to act or failure to exercise any right or remedy by Bank shall
in any way affect or impair the obligations of any Obligors or be construed as a
waiver by Bank of, or otherwise affect, any of Bank's rights under this Note,
under any indorsement or guaranty of this Note or under any of the Loan
Documents; and (c) agree to pay, on demand, all costs and expenses of collection
or defense of this Note or of any indorsement or guaranty hereof and/or the
enforcement or defense of Bank's rights with respect to, or the administration,
supervision, preservation, or protection of, or realization upon, any property
securing payment hereof, including, without limitation, reasonable attorney's
fees, including fees related to any suit, mediation or arbitration proceeding,
out of court payment agreement, trial, appeal, bankruptcy proceedings or other
proceeding, in such amount as may be determined reasonable by any arbitrator or
court, whichever is applicable.

9.  Prepayments. Prepayments may be made in whole or in part at any time on any
loan for which the Rate is based on the Prime Rate. All prepayments of principal
shall be applied in the inverse order of maturity, or in such other order as
Bank shall determine in its sole discretion. No prepayment of any other loan
shall be permitted without the prior written consent of Bank. Notwithstanding
such prohibition, if there is a prepayment of any such loan, whether by consent
of Bank, or because of acceleration or otherwise, Borrower shall, within 15 days
of any request by Bank, pay to Bank any loss or expense which Bank may incur or
sustain as a result of such prepayment. For the purposes of calculating the
amounts owed only, it shall be assumed that Bank actually funded or committed to
fund the loan through the purchase of an underlying deposit in an amount and for
a term comparable to the loan, and such determination by Bank shall be
conclusive, absent a manifest error in computation.

10.  Events of Default. The following are events of default hereunder: (a) the
failure to pay or perform any obligation, liability or indebtedness of any
Obligor to Bank, or to any affiliate or subsidiary of Bank of America
Corporation, whether under this Note or any Loan Documents, as and when due
(whether upon demand, at maturity or by acceleration); (b) the failure to pay or
perform any other obligation, liability or indebtedness of any Obligor to any
other party; (c) the death of any Obligor (if an individual); (d) the
resignation or withdrawal of any partner or a material owner/guarantor of
Borrower, as determined by Bank in its sole discretion; (e) the commencement of
a proceeding against any Obligor for dissolution or liquidation, the voluntary
or involuntary termination or dissolution of any Obligor or the merger or
consolidation of any Obligor with or into another entity; (f) the insolvency of,
the business failure of, the appointment of a custodian, trustee, liquidator or
receiver for or for any of the property of, the assignment for the benefit of
creditors by, or the filing of a petition under bankruptcy, insolvency or
debtor's relief law or the filing of a petition for any adjustment of
indebtedness, composition or extension by or against any Obligor; (g) the
determination by Bank that any representation or warranty made to Bank by any
Obligor in any Loan Documents or otherwise is or was, when it was made, untrue
or materially misleading; (h) the failure of any Obligor to timely deliver such
financial statements, including tax returns, other statements of condition or
other information, as Bank shall request from time to time; (i) the entry of a
judgment against any Obligor which Bank deems to be of a material nature, in
Bank's sole discretion; (j) the seizure or forfeiture of, or the issuance of any
writ of possession, garnishment or attachment, or any turnover order for any
property of any Obligor; (k) the determination by Bank that it is insecure for
any reason; (l) the determination by Bank that a material adverse change has
occurred in the financial condition of any Obligor; (m) the failure of
Borrower's business to comply with any law or regulation controlling its
operation; or (n) the failure of Southern Forest Products, LLC and/or Sunshine
Homes Two to pay or perform any obligation, liability or indebtedness now or
hereafter owing by either of them to Bank or any affiliate or subsidiary of Bank
of America Corporation.

11.  Remedies upon Default. Whenever there is a default under this Note (a) the
entire balance outstanding hereunder and all other obligations of any Obligor to
Bank (however acquired or evidenced) shall, at the option of Bank, become
immediately due and payable and any obligation of Bank to permit further
borrowing under this Note shall immediately cease and terminate, and/or (b) to
the extent permitted by law, the Rate of interest on the unpaid principal shall
be increased at Bank's discretion up to the maximum rate allowed by law, or if
none, 25% per annum (the "Default Rate"). The provisions herein for a Default
Rate shall not be deemed to extend the time for any payment hereunder or to
constitute a "grace period" giving Obligors a right to cure any default. At
Bank's option, any accrued and unpaid interest, fees or charges may, for
purposes of computing and accruing interest on a daily basis after the due date
of the Note or any installment thereof, be deemed to be a part of the principal
balance, and interest shall accrue on a daily compounded basis after such date
at the Default Rate provided in this Note until the entire outstanding balance
of principal and interest is paid in full. Upon a default under this Note, Bank
is hereby authorized at any time, at its option and without notice or demand, to
set off and charge against any deposit accounts of any Obligor (as well as any
money, instruments, securities, documents, chattel paper, credits, claims,
demands, income and any other property, rights and interests of any Obligor),
which at any time shall come into the possession or custody or under the control
of Bank or any of its agents, affiliates or correspondents, any and all
obligations due hereunder. Additionally, Bank shall have all rights and remedies
available under each of the Loan Documents, as well as all rights and remedies
available at law or in equity.

12.  Non-Waiver. The failure at any time of Bank to exercise any of its options
or any other rights hereunder shall not constitute a waiver thereof, nor shall
it be a bar to the exercise of any of its options or rights at a later date. All
rights and remedies of Bank shall be cumulative and may be pursued singly,
successively or together, at the option of Bank. The acceptance by Bank of any
partial payment shall not constitute a waiver of any default or of any of Bank's
rights under this Note. No waiver of any of its rights hereunder, and no
modification or amendment of this Note, shall be deemed to be made by Bank
unless the same shall be in writing, duly signed on behalf of Bank; each such
waiver shall apply only with respect to the specific instance involved, and
shall in no way impair the rights of Bank or the obligations of Obligors to Bank
in any other respect at any other time.

13.  Applicable Law, Venue and Jurisdiction. Borrower agrees that this Note
shall be deemed to have been made in the State of Texas at Bank's address
indicated at the beginning of this Note and shall be governed by, and construed
in accordance with, the laws of the State of Texas and is performable in the
City and County of Texas indicated at the beginning of this Note. In any
litigation in connection with or to enforce this Note or any


Bank of America, N.A.
Texas [Commercial]                    -2-                       Primissory Note
A17\16\1412\186203                                                         2/96

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indorsement or guaranty of this Note or any Loan Documents, Obligors, and each
of them, irrevocably consent to and confer personal jurisdiction on the courts
of the State of Texas or the United States courts located within the State of
Texas. Nothing contained herein shall, however, prevent Bank from bringing any
action or exercising any rights within any other state or jurisdiction or from
obtaining personal jurisdiction by any other means available under applicable
law.

14. Partial Invalidity. The unenforceability or invalidity of any provision of
this Note shall not affect the enforceability or validity of any other provision
herein and the invalidity or unenforceability of any provision of this Note or
of the Loan Documents to any person or circumstance shall not affect the
enforceability or validity of such provision as it may apply to other persons or
circumstances.

15. Binding Effect. This Note shall be binding upon and inure to the benefit of
Borrower, Obligors and Bank and their respective successors, assigns, heirs and
personal representatives, provided, however, that no obligations of Borrower or
Obligors hereunder can be assigned without prior written consent of Bank.

16. Controlling Document. To the extent that this Note conflicts with or is in
any way incompatible with any other document related specifically to the loan
evidenced by this Note, this Note shall control over any other such document,
and if this Note does not address an issue, then each other such document shall
control to the extent that it deals most specifically with an issue.

17. Renewal. This Note is given in renewal and modification of that certain
promissory note dated September 1, 2000, executed by Borrower, payable to the
order of Bank in the principal face amount of $8,000,000.00. This Note is
subject to the provisions of, and evidences a "Loan" under, that certain Amended
and Restated Loan Agreement dated March 31, 2000, by and between Borrower and
Bank, as amended. Without limiting the generality of the foregoing, this Note is
specifically made subject to the Borrowing Base Agreement attached as Exhibit
"A" to the said Amended and Restated Loan Agreement, as amended.

18. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR
ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING A
SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.

     A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF ANY
BORROWER'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT
OR DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN
THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL
BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

     B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL BE
DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12
U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED
TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

Borrower represents to Bank that the proceeds of this loan are to be used
primarily for business, commercial or agricultural purposes. Borrower
acknowledges having read and understood, and agrees to be bound by, all terms
and conditions of this Note.

NOTICE OF FINAL AGREEMENT:

THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES,
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.

BANK:                                       Borrower:

Bank of America, N.A.                       Texas Timberjack, Inc., A Texas
                                            Corporation


By:_________________________________        By:_________________________________
                                                  Name:_________________________
                                                  Title:________________________


Bank of America, N.A.
Texas [Commercial]                    -3-                       Primissory Note
A17\16\1412\186203                                                         2/96