Exhibit 10.6



RENEWING, RESTATING, AMENDING AND INCREASING THE UNPAID PRINCIPAL BALANCE UNDER:
(A)  THAT  CERTAIN  SECOND  RENEWED,  AMENDED AND INCREASED PROMISSORY NOTE FROM
BORROWER  TO LENDER DATED NOVEMBER 22,  2006 IN THE ORIGINAL PRINCIPAL AMOUNT OF
$12,300,000.00  (THE  "ORIGINAL  NOTE"),  WHICH  NOTE  HAS A CURRENT OUTSTANDING
PRINCIPAL BALANCE OF $12,300,000.00, WHICH NOTE IS HEREBY CONSOLIDATED, AMENDED,
RESTATED  AND  RENEWED  WITH  A  FUTURE  ADVANCE  HEREUNDER  IN  THE  AMOUNT  OF
$1,120,000.00.  DOCUMENTARY  STAMP  TAXES AND INTANGIBLE TAXES WERE PAID IN FULL
ON  THE  NOTE  HEREBY RENEWED AND ARE BEING PAID IN FULL ON THE FOREGOING FUTURE
ADVANCE  AMOUNT  IN  CONNECTION  WITH THE RECORDATION OF A MORTGAGE MODIFICATION
AGREEMENT  AND  FUTURE  ADVANCE  CERTIFICATE  IN  CONNECTION  HEREWITH.

              THIRD RENEWED, AMENDED AND INCREASED PROMISSORY NOTE
              ----------------------------------------------------

$13,420,000.00                                                DECEMBER 22,  2006
                                                                 MIAMI,  FLORIDA

     FOR VALUE RECEIVED, REEDY CREEK ACQUISITION COMPANY, LLC, a Florida limited
liability  company  (the "Borrower"), with its principal address at 550 Biltmore
Way, Suite 700, Coral Gables, Florida, 33134, unconditionally promises to pay to
the order of STANFORD INTERNATIONAL BANK, LTD., (the "Lender"), having an office
at  No.  11,  Provilian  Drive,  St.  Johns, Antigua, West Indies, the principal
amount  of  THIRTEEN  MILLION  FOUR  HUNDRED  TWENTY  THOUSAND  AND  NO/100THS
($13,420,000.00)  DOLLARS,  or  so  much  thereof  as the Lender advances to the
Borrower,  pursuant  hereto,  together  with  interest  on  the unpaid principal
balance  from time to time outstanding under this promissory note (this "Note"),
at  the  Applicable  Interest  Rate,  as defined hereinafter, compounding on the
basis  of  a  360-day  year  for the actual number of days elapsed from the date
hereof  through,  until and including the Applicable Maturity Date at which time
the  unpaid  principal  balance and all accrued and unpaid interest shall become
due  and payable, if the same had not become due and payable prior to said date.
The principal amount of EIGHT MILLION AND NO/100THS ($8,000,000.00) DOLLARS (the
"Initial  Indebtedness") together with all accrued and unpaid interest hereunder
and  under  the  Original  Note on the Initial Indebtedness at the rate of eight
percent  (8.00%)  per  annum  (the "Initial Indebtedness Rate") shall be due and
payable  on  December  31,  2006  (the  "Initial  Indebtedness  Maturity Date").

     The  principal  amount  of  FIVE  MILLION  FOUR HUNDRED TWENTY THOUSAND AND
NO/100THS  ($5,420,000.00)  DOLLARS (the "Future Advance Indebtedness") together
with  all  accrued and unpaid interest on the Future Advance Indebtedness at the
rate  of  twelve  percent  (12.00%)  per annum (the "Future Advance Indebtedness
Rate")  from  the date hereof through, until and including January 31, 2007 (the
"Future  Advance  Maturity  Date")  at  which  time  the entire unpaid principal
balance and all accrued and unpaid interest shall become due and payable, if the
same  had  not  become  due  and  payable  prior  to  said  date.

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     The  term  "Applicable  Interest Rate" as to the Initial Indebtedness shall
mean  and  refer  to the Initial Indebtedness Rate, and as to the Future Advance
Indebtedness,  shall  mean  and  refer  to the Future Advance Indebtedness Rate.

     The  term  "Applicable  Maturity Date" as to the Initial Indebtedness shall
mean  and  refer to the Initial Indebtedness Maturity Date, and as to the Future
Advance  Indebtedness, shall mean and refer to the Future Advance Maturity Date.

     Upon  the happening of an Event of Default, as defined hereunder and in the
Mortgage  (defined below), the Borrower also promises to pay (a) interest on the
Initial  Indebtedness  at the highest rate of interest allowed under the laws of
the State of Florida, and interest on the Future Advance Indebtedness at fifteen
percent  (15.00%)  per  annum.

     All  payments of interest and of principal shall be payable in lawful money
of  the  United  States  of  America  in  immediately  available  funds  at
__________________________________(or such other place as Lender may designate),
without  setoff,  counterclaim or deduction of any kind.  Each payment hereunder
shall  first  be applied to accrued and unpaid interest and then in reduction of
the  outstanding  Initial Indebtedness principal balance, unless other costs and
charges  are  payable  pursuant  to  the  terms  of this Note or any of the Loan
Documents (as hereinafter defined), in which event, in Lender's sole discretion,
such  costs  and  charges  shall first be paid. This Note shall be construed and
enforced  in  accordance  with  Florida  law  (the  "Applicable  Law").

     If any payment of interest or principal hereunder is not received by Lender
within five (5) days after its due date, Borrower shall pay Lender a late charge
equal  to  five  percent  (5.00%)  of  the  overdue  payment.

     All  parties liable for the payment of this Note agree to pay all costs and
expenses  incurred  by  Lender,  including  reasonable attorneys' fees and legal
costs  and  expenses, in collecting any sums due under this Note or in enforcing
the  terms and conditions of the Note and any of the Loan Documents (as the term
is  hereafter  defined), whether for services incurred in collection, litigation
proceedings  at pre-trial, trial and appellate levels, bankruptcy proceedings or
otherwise.

     The  payment of this Note is secured and governed by, among other things, a
Mortgage  and  Security  Agreement (the "Mortgage") recorded in Official Records
Book  2855,  at  Page  1243 of the Public Records of Osceola County, Florida, as
amended  by  that  certain  Mortgage  Modification  Agreement and Future Advance
Certificate  made  as  of  January  5,  2006 and recorded on January 18, 2006 in
Official  Records  Book  3034,  at  Page  2915  of the Public Records of Osceola
County,  as  further  amended  by  that  certain  Second  Mortgage  Modification
Agreement  and  Future  Advance  Certificate  made  as  of November 22, 2006 and
recorded  on December 1, 2006 in Official Records Book 3345, at Page 2054 of the
Public  Records  of  Osceola  County.  This  Note,  the  Mortgage  and any other
agreement  or  instrument  now  or  hereafter  executed  in  connection with the
indebtedness  evidenced  by this Note are herein referred to collectively as the
"Loan  Documents". Any default by Borrower under the terms and conditions of any
of  the  Loan  Documents  shall  constitute  a  default  hereunder.

     Any  notice,  consent,  approval  or  communication  given  pursuant to the
provisions of this Note shall (except where otherwise permitted by this Note) be
in  writing  and shall be (a) delivered by hand, (b) mailed by certified mail or

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     registered  mail,  return  receipt  requested,  postage  prepaid,  or  (c)
delivered  by  a  nationally  recognized  overnight  courier,  U. S. Post Office
Express  Mail,  or  similar  overnight  courier  which delivers only upon signed
receipt of the addressee. The time of the giving of any notice shall be the time
of  receipt  thereof by the addressee or any agent of the addressee, except that
in  the  event  the  addressee  or  such  agent of the addressee shall refuse to
receive any notice given as above provided or there shall be no person available
at  the  time of delivery thereof to receive such notice, the time of the giving
of  such  notice shall be the time of such refusal or the time of such delivery,
as  the  case may be. Such notices shall be given to the Borrower and the Lender
at  the  addresses  provided  in  the  Mortgage.

     Upon  the  happening of any of the following events, or upon the occurrence
of an "Event of Default" (as the term is defined in the Mortgage), each of which
shall constitute a default hereunder, and after the Borrower has received notice
and has had an opportunity to cure within the time and in the manner provided in
the  Mortgage,  the  Lender  may  elect  to  pursue  any  remedy provided in the
Mortgage,  and  all  liabilities  of  the  Borrower  to  Lender,  whether or not
evidenced  by  this  Note,  shall  thereupon  or thereafter at the option of the
Lender  without  notice  or  demand  become  due and payable: (a) failure of any
Borrower,  endorser,  surety  or  guarantor ("Obligor") to perform any agreement
hereunder  or to pay in full, when due, any indebtedness or liability whatsoever
to  Lender  or any installment thereof or interest thereon; (b) the death of any
Obligor which, in the Lender's sole discretion, has a material adverse effect on
the  Borrower's  ability  to  perform  or  pay  hereunder; (c) the filing of any
petition  under the Bankruptcy Act, or any similar federal, or state statute, by
or  against  any Obligor which has not be cured in the manner or within the time
provided  in  the Mortgage; (d) an application for the appointment of a receiver
for  the  making of a general assignment for the benefit of creditors by, or the
insolvency of, any Obligor, which has not been cured in the manner or within the
time  provided  in  the Mortgage; (e) a default by Obligor under any of the Loan
Documents after written notice, if required, and passage of all period of grace,
if  any;  (f)  an  Obligor  admits  in  writing  that he/she/it is unable to pay
his/her/its  debts  as  they  mature  or  become  due; or (g) that any warranty,
representation,  certification or statement of any Obligor (whether contained in
this  Note  or  not)  pertaining  to or in connection with this Note or the loan
evidenced  by  this  Note  is  not  materially  true.

     The  remedies  of  Lender  as provided herein and any of the Loan 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  therefore  shall  arise. The acceptance by Lender of any payment under
this Note which is less than the amount then due or the acceptance of any amount
after  the due date thereof, shall not be deemed a waiver of any right or remedy
available  to  Lender nor nullify the prior exercise of any such right or remedy
by  Lender. None of the terms or provisions of this Note may be waived, altered,
modified  or  amended  except  by  a written document executed by Lender and the
Borrower, and then only to the extent specifically recited therein. No course of
dealing  or  conduct  shall be effective to waive, alter, modify or amend any of
the  terms  or  provisions hereof. The failure or delay to exercise any right or
remedy  available  to  Lender  shall not constitute a waiver of the right of the
Lender  to exercise the same or any other right or remedy available to Lender at
that  time  or  at  any  subsequent  time.

     Nothing  herein  contained,  nor  in  any instrument or transaction related
hereto,  shall  be construed or so operate as to require Borrower, or any person
liable  for the repayment of the loan evidenced by this Note, to pay interest in
an  amount  or  at  a  rate  greater  than  the  highest  rate permissible under

<PAGE>

Applicable  Law  as  amended  from  time to time. Should any interest payment or
other  payment  of  the loan evidenced by 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
Lender,  and  all  such  excess  shall  be credited by Lender against the unpaid
principal  balance  of this Note or paid by Lender to Borrower or to any parties
liable  for  the  repayment  of  the  loan  evidenced  by this Note, in the sole
discretion  of  Lender.  It  is  the  intent  of the parties hereto that neither
Borrower, nor any parties liable for the repayment of the loan evidenced by this
Note,  shall  be  required  to  pay  interest  in  excess  of  the  highest rate
permissible  under  Applicable  Law  as  amended  from  time  to  time.

     If  any provision of this Note or any of the Loan Documents shall be deemed
invalid,  illegal  or  unenforceable  under  Applicable  Law,  such  invalidity,
illegality  or  unenforceability  shall  not  affect  any  other  provision  (or
remaining  part  of  the  affected  provision)  of  this Note or any of the Loan
Documents  and  this  Note and the other Loan Documents shall be construed as if
such  invalid, illegal or unenforceable provision (or part thereof) had not been
contained  in  this  Note  and  other  Loan  Documents.

     To  the  fullest  extent  permitted  by  law,  Borrower  and  all sureties,
endorsers  and  guarantors  of  this  Note,  if  any,  hereby  (a) waive demand,
presentment  for  payment, notice of nonpayment, protest, notice of protest, and
all  other  notice,  filing  of  suit, and diligence in collecting this Note, in
enforcing  any  of  the  security  rights  set forth in the Loan Documents or in
proceeding  against  any  of  the  property or collateral encumbered by the Loan
Documents,  (b) agree to any substitution, exchange, addition, or release of any
such  property  or  collateral or the addition or release of any party or person
primarily  or  secondarily  liable thereon, (c) waive any right to immunity from
any  action or proceeding brought in connection with this Note or any instrument
securing  it  and  waive  any  immunity  or  exemption of any property, wherever
located, from garnishment, levy, execution, seizure or attachment prior to or in
execution  of  judgment,  or  sale  under  execution  or  other  process for the
collection of debts; (d) waive any right to interpose any setoff or counterclaim
or  to  plead  any  statute  of  limitations  as a defense in any such action or
proceeding,  and waive all statutory provisions and requirements for the benefit
of  Borrower,  now  or  hereafter  in  force; (e) 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 liable hereunder in order to enforce payment for
this Note; (f) consent to any extension, rearrangement, renewal, or postponement
of time of payment of this Note and to any other indulgency with respect thereto
without  notice,  consent  or consideration to any of them; and, (g) agree that,
notwithstanding  the  occurrence  of  any  of  the foregoing (except the express
written  release by Lender of any such person), they shall be and remain jointly
and  severally, directly, and primarily liable for all sums due under this Note,
and  the  Loan  Documents.

     All  payments provided for in this Note shall be made free and clear of any
deductions  for any present or future taxes or other charges imposed at any time
by  any government or political subdivision or taxing authority, except federal,
state  and  local  income  taxes, (such charges being hereinafter referred to as
"Taxes").  If  any Taxes are imposed or required to be withheld from any payment
hereunder, Borrower shall (a) increase the amount of such payment so that Lender
will receive a net amount (after deduction of all Taxes) equal to the amount due
hereunder  and  (b)  pay  all  Taxes to the appropriate taxing authority for the
account  of  Lender  and,  as  promptly  as  possible thereafter, send Lender an

<PAGE>

original  receipt  showing  payment  thereof,  together  with  such  additional
documentary  evidence  as  Lender  may from time to time require. Borrower shall
indemnify Bank from and against any and all Taxes (irrespective of when imposed)
and  any  related  interest and penalties that may become payable by Lender as a
consequence  of  Borrower's  failure to perform any of its obligations under the
preceding  sentence.

     Whenever  used  in this Note, the singular number shall include the plural,
the  plural  shall  include  the  singular,  and the masculine shall include the
feminine  and  the neuter, and the words "Borrower" and "Lender" shall be deemed
to  include all persons named as Borrower and Lender in the opening paragraph of
this  Note  and their respective successors and assigns, if any. It is expressly
understood  and agreed that Lender shall never be construed for any purpose as a
partner,  joint  venturer,  co-principal,  or  associate  of Borrower, or of any
person  or  party  claiming  by,  through,  or  under  Borrower.

     BORROWER  AND  ALL  SURETIES,  ENDORSERS  AND  GUARANTORS  OF  THIS  NOTE,
IRREVOCABLY  AGREE  THAT  ANY ACTION OR PROCEEDING ARISING HEREUNDER OR RELATING
HERETO  THAT IS BROUGHT BY BORROWER SHALL BE TRIED BY THE COURTS OF THE STATE OF
FLORIDA  SITTING  IN  PALM  BEACH  COUNTY,  OR THE UNITED STATES DISTRICT COURTS
SITTING  THERE. BORROWER AND ALL SURETIES, ENDORSERS AND GUARANTORS, IRREVOCABLY
SUBMIT,  IN  ANY  SUCH  ACTION  OR  PROCEEDING THAT IS BROUGHT BY LENDER, TO THE
NON-EXCLUSIVE  JURISDICTION OF EACH SUCH COURT, IRREVOCABLY WAIVE THE DEFENSE OF
AN  INCONVENIENT  FORUM WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING, AND AGREE
THAT  SERVICE  OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE MADE UPON SUCH
BORROWER  BY  MAILING  A COPY THEREOF TO SUCH PERSONS AT SUCH BORROWER'S ADDRESS
SET  FORTH  HEREIN  (AS  WELL  AS  BY  ANY  OTHER  LAWFUL  METHOD).

     LENDER AND BORROWER AND ALL SURETIES, ENDORSERS AND GUARANTORS OF THIS NOTE
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO
A  TRIAL  BY  JURY  AND  TO  BRING  ANY  ACTION  IN  THE  NATURE OF A PERMISSIVE
COUNTERCLAIM  WITH  RESPECT TO ANY LITIGATION BASED HEREON OR ON ANY OF THE LOAN
DOCUMENTS,  OR  ARISING  OUT  OF,  UNDER OR IN CONNECTION WITH THIS NOTE AND ANY
AGREEMENT  CONTEMPLATED  TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
THE  PARTIES.  THIS  PROVISION  IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING
INTO  THE  LOAN  TRANSACTION  EVIDENCED  BY  THIS  NOTE  AND THE LOAN DOCUMENTS.

     Dated  and  executed  this 22  day  of  December,  2006.


                          BORROWER:

                          REEDY CREEK ACQUISITION COMPANY, LLC,
                          a Florida limited liability company



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

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