**Exhibit
      10.09**








**REVOLVING
      BRIDGE NOTE**


(the
      "Note")





**$5,000,000.00**
            **Effective
                Date:  August _____,
                2007**





FOR
      VALUE RECEIVED, the undersigned
      borrower, **DEER VALLEY****HOMEBUILDERS, INC.**, an
      Alabama corporation (the "Borrower") promises to pay to the order of
**FIFTH THIRD BANK**, a Michigan banking corporation (the
      "Lender"), at 201 E. Kennedy Blvd., Suite 1800, Tampa, Florida 33602, or at
      such other place as Lender may from time to time designate in writing, with
      payment due as provided herein and in the Revolving Bridge Loan and Security
      Agreement of even date herewith (the "Credit Agreement"), the principal sum
      not
      to exceed $5,000,000.00, or so much thereof as has been disbursed for advances
      hereunder.





The
      Interest Rate shall be a variable
      rate at 250 basis points (2.50%) above the One-Month "LIBOR-Index Rate", and
      shall be adjusted every month on each Interest Rate Determination Date with
      all
      such interest rate terms defined as set forth in **"ADDENDUM A"**
      attached hereto and made a part hereof.





Principal
      and interest shall be due and
      payable as follows:





(a)                      To
      the extent accrued, interest only, as stated above, shall be payable monthly
      commencing September 1, 2007, and continuing on the same day of each month
      thereafter on the principal outstanding from time to time until the loan
      maturity date at which time the outstanding indebtedness, whether principal,
      accrued interest or otherwise, shall be due and payable in full.





(b)                      The
      principal amount evidenced hereby may be borrowed (and to the extent any
      principal amount advanced hereunder is repaid by Borrower, such sum may be
      borrowed again) until this Note is terminated.  At no time, however,
      shall the principal balance outstanding hereunder exceed
      $5,000,000.00.





If
      any payment on this Note becomes due
      and payable on a Saturday, Sunday or legal holiday under the laws of the State
      of Florida, the maturity thereof shall be extended to the next succeeding
      business day and interest thereon shall be payable at contract rate of interest
      during such extension.  All payments received by Lender after 2:00
      p.m. (Eastern Standard Time) shall be credited to or for Borrower’s account on
      the next business day.





As
      provided in the Credit Agreement,
      the Note is to be utilized by Borrower on a revolving credit basis for working
      capital requirements of Borrower in connection with the fulfillment by Borrower
      of one or more contracts between Borrower and the State of Mississippi Emergency
      Management Agency under the “Mississippi Alternative Housing Pilot
      Program.”












This
      Loan facility matures six (6)
      months from the date hereof.  Upon the occurrence of any one or more
      of the Events of Default specified in the Credit Agreement or in any other
      document or instrument delivered in connection therewith and following notice
      and the expiration of all cure periods (if any), all amounts then remaining
      unpaid on this Note may be declared to be immediately due and
      payable.  Advances under this Note shall be requested by Borrower and
      evidenced as a debit to Borrower's loan account.





Borrower
      may repay all or part of the
      principal balance at any time without penalty.  Such prepayment shall
      be accompanied by payment of any unpaid interest accrued to the time of such
      prepayment.  All payments made hereunder shall at Lender's option
      first be applied to late charges, then to accrued interest, then to
      principal.  Permitted partial prepayments shall not affect or vary the
      duty of Borrower to pay all obligations when due, and they shall not affect
      or
      impair the right of Lender to pursue all remedies available to it hereunder,
      under the security instruments securing this indebtedness, or under any other
      loan documents or guaranty executed in connection herewith.





The
      terms and provisions of this Note
      are to be governed by and construed under the laws of the State of Florida
      and
      of the United States of America, and the rules and regulations promulgated
      under
      the authority thereof.





In
      the event that any payment of
      principal or interest is not made within ten (10) days after the date when
      due
      hereunder, it is hereby agreed that the Lender shall have the option of
      collecting five percent (5%) of the amount of each such delinquent payment;
      provided, however, such late fee shall not apply to the lump sum payment of
      the
      principal on the Maturity Date or the lump sum payment of principal upon
      acceleration.  Said late charge and/or interest shall be immediately
      due and payable in full on demand by the Lender.





In
      no event shall Lender have the right
      to charge or collect, nor shall Borrower be required or obligated to pay,
      interest or payments in the nature of interest, which would result in interest
      being charged or collected at a rate in excess of the maximum rate of interest
      allowed to be contracted for by applicable law as changed from time to time
      (hereinafter called the "Maximum Rate").  In the event that any
      payment which is interest or in the nature of interest is made by Borrower
      or
      received by Lender which would result in the rate of interest being charged
      or
      collected by the Lender is deemed to be in excess of the Maximum Rate, then
      the
      portion of any such payment which causes the rate of interest being charged
      or
      collected by Lender to exceed the Maximum Rate (hereinafter called the "excess
      sum") shall be credited as a payment of principal.  If Borrower
      notifies Lender in writing that Borrower elects to have such excess sum returned
      to Borrower, such excess sum shall be returned to Borrower.  In the
      event that any such overcharge is discovered after this Note has been paid
      in
      full, then the amount of such excess sum shall be returned to Borrower together
      with interest
      thereon from the date such excess sum was paid or collected at the same rate
      as
      was due Lender during such period under the terms of this Note.  All
      excess sums credited to principal shall be credited as of the date paid to
      Lender.






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The
      "Default Interest Rate" shall be
      five percent (5%) per annum above the contract interest rate set forth above,
      not to exceed the Maximum Rate, or if no Maximum Rate is prescribed by
      applicable law, 18% per annum.  Upon a failure by Borrower to repay
      principal upon demand by Lender made not less than ten (10) days after the
      date
      due hereunder, Lender may declare the entire principal and interest then
      remaining unpaid to be immediately due and payable without further notice or
      demand, and the entire unpaid principal balance shall bear interest at the
      "Default Interest Rate".  In addition to the rights described in this
      paragraph, Lender shall have the right to exercise all other rights or remedies
      provided by law or at equity and shall specifically have the right to recover
      all damages resulting from such default including, without limitation, the
      right
      to recover the payment of all amounts owing to Lender.  Exercise of
      any of these options shall be without notice to Borrower, notice of such
      exercise being hereby expressly waived.





Time
      is of the essence
      hereunder.  In the event that this Note is collected by law or through
      attorneys at law, or under advice therefrom, Borrower and any other person
      liable for payment hereof, to the extent of such liability, hereby agree to
      pay
      all costs of collection, including reasonable attorneys' fees and costs
      (including charges for paralegals and others working under the direction or
      supervision of Lender's attorneys) and all sales or use taxes thereon, whether
      or not suit is brought, and whether incurred in connection with collection,
      trial, appeal, bankruptcy or other creditor's proceedings or
      otherwise.





Borrower
      authorizes Lender, from time
      to time, to debit any account that Borrower may have with Lender in the name
      of
      Borrower, for any payment of principal or interest past due hereunder for the
      amount of such payment of principal or interest.  Exercise of this
      right shall be optional with Lender and the provisions of this paragraph shall
      not be construed as releasing Borrower from the obligation to make payments
      of
      principal or interest according to the terms hereof.  Borrower shall
      have no right of setoff against the Lender under this Note or any instrument
      securing this Note.





The
      remedies of Lender as provided
      herein shall be cumulative and concurrent, and may be pursued singularly,
      successively, or together, at the sole discretion of Lender.  No act
      of omission or commission of Lender, including specifically any failure to
      exercise any right, remedy or recourse, shall be deemed to be a waiver or
      release of the same, such waiver or release to be effected only through a
      written document executed by Lender and then only to the extent specifically
      recited therein.  A waiver or release with reference to any one event
      shall not be construed as continuing, as a bar to, or as a waiver of release
      of,
      any subsequent right, remedy or recourse as to a subsequent event.






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Borrower,
      for itself and its successors
      and assigns, hereby: (a) expressly waives any presentment, demand for payment,
      notice of dishonor, protest, notice of nonpayment or protest, all other forms
      of
      notice whatsoever, and diligence in collection; (b) agrees that Lender, in
      order
      to enforce payment of this Note against them shall not be required first to
      institute any suit or to exhaust any of its remedies against any Borrower or
      any
      other person or party or to attempt to realize on the collateral for this
      Note.





BORROWER
      AND ANY OTHER PERSON LIABLE
      FOR PAYMENT HEREOF, BY EXECUTING THIS NOTE OR ANY OTHER DOCUMENT CREATING SUCH
      LIABILITY, WAIVE THEIR RIGHTS TO A TRIAL BY JURY IN ANY ACTION WHETHER ARISING
      IN CONTRACT OR TORT, BY STATUTE OR OTHERWISE, IN ANY WAY RELATED TO THIS
      NOTE.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER'S EXTENDING
      CREDIT TO BORROWER AND NO WAIVER OR LIMITATION OF LENDER'S RIGHTS HEREUNDER
      SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON LENDER'S
      BEHALF.





Borrower
      acknowledges that the above
      paragraph has been expressly bargained for by Lender as part of the loan
      evidenced hereby and that, but for Borrower's agreement and the agreement of
      any
      other person liable for payment hereof, Lender would not have extended the
      loan
      for the term and with the interest rate provided herein.





If
      more than one party shall execute
      this Note, the term "Borrower", as used herein, shall mean all parties signing
      this Note and each of them, who shall be jointly and severally obligated
      hereunder.  In this Note, whenever the context so requires, the neuter
      gender includes the feminine and/or masculine, as the case may be, and the
      singular number includes the plural.





IN
      WITNESS WHEREOF, Borrower has caused
      this Note to be executed in its name on the day and year first above
      written.





THE
      UNDERSIGNED ACKNOWLEDGES THAT THE
      LOAN EVIDENCED HEREBY IS FOR COMMERCIAL PURPOSES ONLY AND NOT FOR PERSONAL,
      FAMILY OR HOUSEHOLD PURPOSES.








"BORROWER"DEER
                VALLEY HOMEBUILDERS, INC.,a
                Florida corporationBy:
                __________________________________Joel
                Logan, as its President(CORPORATE
                SEAL)








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**Addendum
      A to Note**


**LIBOR
      Index Rate**





**SECTION
      1**





**Definitions.**
      As used in this Addendum, the following terms shall have the meanings set forth
      below:





"Bank"
      shall mean Fifth Third Bank and its successors and assigns.





"Borrower"
      shall collectively and individually refer to the maker of the attached note
      dated effective August ____, 2007 ("Note"). The terms of this Addendum are
      hereby incorporated into the Note and in the event of any conflict between
      the
      terms of the Note and the terms of this Addendum, the terms of this Addendum
      shall control.





"Business
      Day" shall mean, with respect to Interest Periods applicable to the LIBOR Rate,
      a day on which the Bank is open for business and on which dealings in U.S.
      dollar deposits are carried on in the London Inter-Bank Market.





"Interest
      Period" shall mean a period of one (1) month, provided that (i) the initial
      Interest Period may be less than one month, depending on the initial funding
      date and (ii) no Interest Period shall extend beyond the maturity date of the
      Note.





"Interest
      Rate Determination Date" shall mean the date the Note is initially funded and
      the first Business Day of each calendar month thereafter.





"LIBOR
      Rate" shall mean that rate per annum effective on any Interest Rate
      Determination Date which is equal to the quotient of:





(i)
      the
      rate per annum equal to the offered rate for deposits in U.S. dollars for a
      one
      (1) month
      period, which rate appears on that page of Bloomberg reporting service, or
      such
      similar service as determined by the Bank, that displays British Bankers’
Association interest settlement rates for deposits in U.S. Dollars, as of 11:00
      A.M. (London, England time) two (2) Business Days prior to the Interest Rate
      Determination Date; provided,that if no such offered rate
      appears on such page, the rate used for such Interest Period will be the per
      annum rate of interest determined by the Bank to be the rate at which U.S.
      dollar deposits for the Interest Period, are offered to the Bank in the London
      Inter-Bank Market as of 11:00 A.M. (London, England time), on the day which
      is
      two (2) Business Days prior to the Interest Rate Determination Date, divided
      by (ii)
      a
      percentage equal to 1.00 *minus*the maximum reserve percentages
      (including any emergency, supplemental, special or other marginal reserves)
      expressed as a decimal (rounded upward to the next 1/100th of 1%) in effect
      on
      any day to which the Bank is subject with respect to any LIBOR loan pursuant
      to
      regulations issued by the Board of Governors of the Federal Reserve System
      with
      respect to eurocurrency funding (currently referred to as "eurocurrency
      liabilities" under Regulation D). This percentage will be adjusted automatically
      on and as of the effective date of any change in any reserve
      percentage.




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"Prime
      Rate" shall mean the publicly announced prime lending rate of the Bank from
      time
      to time in effect, which rate may not be the lowest or best lending rate made
      available by the Bank or, if the Note is governed by Subtitle 10 of Title 12
      of
      the Commercial Law Article of the Annotated Code of Maryland, "Prime Rate"
      shall
      mean the Wall Street Journal Prime Rate, which is the Prime Rate published
      in
      the "Money Rates" section of the *Wall Street Journal*from time to
      time.





**SECTION
      2**





**Interest.**
      The Borrower shall pay interest upon the unpaid principal balance of the Note
      at
      the LIBOR Rate plus the margin provided in the Note. Interest shall be due
      and
      payable as provided in the Note and shall be calculated on the basis of a 360
      day year and the actual number of days elapsed. The interest rate shall remain
      fixed during each month based upon the interest rate established pursuant to
      this Addendum on the applicable Interest Rate Determination Date.





**SECTION
      3**





**Additional
      Costs.** In the event that any applicable law or regulation or the
      interpretation or administration thereof by any governmental authority
      charged with the interpretation or administration thereof (whether or not having
      the force of law) (i) shall change the basis of taxation of payments to the
      Bank
      of any amounts payable by the Borrower hereunder (other than taxes imposed
      on
      the overall net income of the Bank) or (ii) shall impose, modify or deem
      applicable any reserve, special deposit or similar requirement against assets
      of, deposits with or for the account of, or credit extended by the Bank, or
      (iii) shall impose any other condition with respect to the Note, and the result
      of any of the foregoing is to increase the cost to the Bank of making or
      maintaining the Note or to reduce any amount receivable by the Bank hereunder,
      and the Bank determines that such increased costs or reduction in amount
      receivable was attributable to the LIBOR Rate basis used to establish the
      interest rate hereunder, then the Borrower shall from time to time, upon demand
      by the Bank, pay to the Bank additional amounts sufficient to compensate the
      Bank for such increased costs (the "Additional Costs"”). A detailed statement as
      to the amount of such Additional Costs, prepared in good faith and submitted
      to
      the Borrower by the Bank, shall be conclusive and binding in the absence of
      manifest error.




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**SECTION
      4**





**Unavailability
      Of Dollar Deposits.** If the Bank determines in its sole discretion at
      any time (the "Determination Date") that it can no longer make, fund or maintain
      LIBOR based loans for any reason, including without limitation illegality,
      or
      the LIBOR Rate cannot be ascertained or does not accurately reflect the Bank's
      cost of funds, or the Bank would be subject to Additional Costs that cannot
      be
      recovered from the Borrower, then the Bank will notify the Borrower and
      thereafter will have no obligation to make, fund or maintain LIBOR based loans.
      Upon such Determination Date the Note will be converted to a variable rate
      loan
      based upon the Prime Rate. Thereafter the interest rate on the Note shall adjust
      simultaneously with any fluctuation in the Prime Rate.








DEER
                VALLEY HOMEBUILDERS, INC.,a
                Florida corporationBy:
                __________________________________Joel
                Logan, as its President(CORPORATE
                SEAL)








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