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                                                                   Exhibit 10.44


                                December 15, 2005

Mrs. Maria F. Caldarone
Homes by Calton, LLC
2050 40th Avenue #1
Vero Beach, Florida 32960


                              RE: COMMITMENT LETTER
Dear Borrower:

Harbor Federal Savings Bank (hereinafter "BANK"), is pleased to authorize a
first mortgage loan commitment to HOMES BY CALTON, LLC (hereinafter "BORROWER").
This Commitment is subject to the following general terms, conditions and
requirements outlined below and as more specifically described in the loan
documents:

                              A. TERMS OF THE LOAN

LOAN AMOUNT:    $1,067,950.00

GUARANTORS:
CALTON, INC shall guarantee repayment of the loan hereby committed, jointly and
severally. The Guaranty shall be in a form acceptable to BANK and its legal
Counsel (hereinafter "COUNSEL").

COLLATERAL:
First mortgage lien on 9.81 acres located along the south side of 33rd street in
Vero Beach, Indian River County, Florida, and as more particularly described in
the mortgage documents.

LOAN PURPOSE:
To provide funds to acquire subject property.

INTEREST RATE:
Interest payable monthly based upon the Prime Rate as published in the Money
Rates Column of The Wall Street Journal, plus 100 basis points (1.0%). The rate
will be adjusted on the first of the month following the Prime Rate change.
Initial rate shall be upon Prime rate at closing. In any event, the interest
rate shall never be less than 5.25% or greater than 18.0% during the life of the
loan.

LOAN TERM:
Twelve (12) monthly installments of interest with principal due at maturity.

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December 15, 2005
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FEES:
A loan fee of .75%, $8,010.00, is due and payable to BANK as follows:
o    A Commitment Fee of $4,005.00 is due, payable and earned by BANK upon
     BORROWER'S acceptance of this Commitment Letter.
o    A non-refundable Loan Fee of $4,005.00 is due and payable and earned by
     BANK upon closing.

OTHER PROVISIONS: Conditions to Close:
o    BORROWER and/or related parties to maintain a primary operating account
     with BANK.
o    All BORROWERS/GUARANTORS to sign attestation forms certifying their
     personal financial statements/tax returns to BANK.
o    Subject to satisfactory review of a property appraisal, assigned to BANK,
     by the BANK'S chief appraiser
o    Subject to clear Environmental Phase 1 Survey or VISTA environmental risk
     report satisfactory to BANK.
o    BORROWER to provide evidence of $500,000 in liability insurance.
o    Subject to final approval by BANK's Board Credit Committee.

Subsequent to Closing:
1.   BORROWER to provide annually:
o    A tax return signed by an officer of the company within 30 days of filing.
o    CPA audited financial statements within 90 days of fiscal year-end
o    Sales history, work in process and inventory reporting
2.   Corporate GUARANTOR to provide annually:
o    A tax return signed by an officer of the company within 30 days of filing.
o    CPA audited financial statements within 90 days of fiscal year-end
o    Sales history, work in process and inventory reporting
3.   BORROWER and/or related parties to maintain a deposit relationship with
     BANK with a minimum balance equal to 5% of total borrowings.
4.   BORROWER to maintain a minimum net worth of $2,000,000 defined as book
     equity plus subordinated related debt.

                         B. CONDITIONS AND REQUIREMENTS

BORROWING AUTHORIZATION: Prior to or upon the Loan Closing, BORROWER to furnish
BANK with a properly executed, certified Resolution of Borrowing Authority for
Corporation. This resolution must contain the names, position and sample
signature of all applicable parties.

CONFIDENTIALITY: This Commitment Letter and any and all information in any way
relating to the Commitment and/or closing of the transaction contemplated
therein are strictly confidential and

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BORROWER may not disclose any information in any way relating to the same
without the prior written consent of BANK.

CONTRACTS AND AGREEMENTS: No other agreement with reference to use of the
Collateral shall be entered into without the approval of BANK. Approval will not
be unreasonable withheld.

CROSS-DEFAULT/CROSS-COLLATERALIZATION: This loan shall be cross-defaulted and
cross-collateralized with all other loans made to BORROWER by BANK.

DEFAULT: BANK reserves the right to cancel this Commitment without notice upon
the occurrence of any of the following: (a) BORROWER has failed to comply with
any and all provisions of this Commitment; (b) the financial condition of
BORROWER or GUARANTOR(S), or the physical condition of the collateral, prior to
closing, shall be changed in any material degree from the information submitted
by BORROWER in support of the loan request; (c) filing by or against BORROWER or
GUARANTOR(S) of a petition in bankruptcy or insolvency.

DEPOSITORY ACCOUNTS: BORROWER shall be required to maintain a deposit
relationship with BANK during term of the loan pursuant to deposit policies.

DOCUMENTATION: The form and substance of all documents to be delivered to BANK
prior to closing of the loan shall include, but not be limited to, the
following: property insurance, appraisal, condominium documents (if applicable),
letters of estoppel (if applicable), and any other documentation as may be
required by BANK and/or its COUNSEL. The Note, Mortgage, Guaranty, and other
documents as deemed necessary by BANK and its COUNSEL to perfect BANKS security
interest will be prepared by BANK. The documentation for the Loan will include
other terms not inconsistent with this Commitment Letter that the BANK deems
advisable. In addition, any modification, extension or other changes will
require the review and approval by BANK of a current and acceptable appraisal.
The costs of such appraisal and any other related fees must be paid by BORROWER.

ENVIRONMENTAL CONCERNS: At any time during the term of the Loan, with
justifiable reason, the BANK becomes aware of environmental pollution or
contaminant on, in or under the property that is the BANK'S collateral for the
Loan, or that it becomes apparent to BANK that there is a high probability of an
environmental pollutant or contaminant on, in or under the property that is the
BANK'S collateral for the Loan, the BANK shall apprise BORROWER of BANK'S
concerns and at the BANK'S option, BORROWER may be required to furnish an
environmental audit of BANK'S collateral performed by a firm approved by BANK at
BORROWER'S expense. Such audit must show that no hazardous or toxic substance,
waste or material or any other pollutant or contaminant is present on, in, or
under the property, and shall include soil tests, chemical tests, and such other
tests and analyses as are appropriate.

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ESCROW FOR TAXES: BORROWER and BANK agree that BANK shall have the right to
require the escrow of taxes during the term of the loan, but BANK agrees that it
will not exercise such right unless BORROWER is in default under the Mortgage or
any of the loan documents. Any failure to pay taxes and/or assessments when due
will be considered a default under this Commitment and Mortgage, and will be
subject to all the actions available to BANK under the provisions of Default and
the right to require the escrow referenced above. BORROWER will provide BANK, on
a timely basis, proof of payments of taxes/assessments.

EXPENSES: Whether or not any of the transactions contemplated by this Commitment
Letter closes, BORROWER shall pay all BANK'S out-of-pocket costs and expenses
incident thereto, including without limitation, appraisal, brokerage
commissions, title company premiums and charges, recording and filing fees,
documentary stamps, any mortgage recording tax or other tax imposed by reason of
the execution and delivery of the Note and the recording of the Mortgage and
other security loan documents, and the reasonable fees and expenses of COUNSEL
to BANK. The provisions of this paragraph shall survive any termination of this
Commitment, whether or not by reason of the consummation of the loan.

FLOOD HAZARDOUS AREA: BANK will obtain a flood zone determination prior to
Closing and if such determination indicates that any of the property pledged as
collateral for the loan is in a Special Flood Hazard Zone, BORROWER will provide
coverage as required by BANK. In addition, if the property is not currently in a
flood area but subsequently becomes part of a Special Flood Hazard Zone,
BORROWER will provide coverage as required by BANK.

GOVERNING LAW: This Commitment shall be governed by and construed in accordance
with the laws of the State of Florida, except if federal law would allow for the
payment of interest at a higher rate than would applicable Florida law, federal
law shall apply to the determination of the highest applicable lawful rate of
interest.

LATE CHARGES: BORROWER will pay a late payment of five (5%) percent of the
amount of any payment not made within ten (10) days after the date such payment
is due.

LOAN CLOSING: The place, date and time of closing and funding of this loan shall
be at the sole option of BANK and its COUNSEL. BANK will make every reasonable
effort to close and fund this loan at a place, date and time mutually agreeable
to BORROWER.

ORGANIZATIONAL EXISTENCE: BORROWER will provide BANK with a current copy of its
Articles of Organization.

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PENDING LITIGATION: BORROWER and GUARANTORS shall certify to BANK that no
litigation proceedings are pending or threatened which might adversely affect
the BORROWER'S or GUARANTOR'S ability to perform under this Commitment or the
Loan Documents, BORROWER'S agreements with contractors, BORROWER'S obligations
under Leases or Sales Contracts or the viability of the Property, that are not
fully covered by insurance.

POST-CLOSING: BORROWER shall agree to execute any documents after Closing that
may be requested by BANK, provided no substantive terms are changed.

SALE OR TRANSFER OF COLLATERAL: Any sale, exchange, assignment or transfer of
the ownership of the above described Collateral (except for release of the
existing single-family home) must be approved, in writing, by BANK.

SECURITY: The loan shall be evidenced by a Promissory Note and Mortgage in form
and substance satisfactory to BANK and its COUNSEL. In addition, a first
security interest in or assignment thereof is required as to all operating
permits, leases, rents, profits, licenses, contract rights and in all of the
building materials, supplies, goods, equipment, furnishings, fixtures, chattels
and other items of personal property of BORROWER relating to, situated on, or
used or usable in connection with the maintenance and/or operation of the real
estate which is the subject of the loan.

SUBORDINATE MORTGAGES - LIENS: Any subordinate mortgage to BANK'S first mortgage
loan must be approved in writing by BANK.

SURVIVAL: This Commitment and all of its terms and provisions shall survive the
closing of this Loan and shall become a part of the Loan documents.

TAXES: All taxes and assessments payable in connection with the Collateral are
to be paid at the time of Closing, if due. BORROWER will not be required to
maintain an escrow account with BANK during the term of the Loan for payment of
subsequent real estate taxes and assessments.

TITLE INSURANCE: BORROWER shall deliver to BANK a title insurance policy from a
title insurance company approved by BANK, written on the then current form of
ALTA Lender's Policy of Title Insurance, insuring the BANK as of the date of
initial closing, and again as of the date of each future advance, that (1)
BORROWER is vested with a good marketable, and indefeasible fee simple title in
the property encumbered by the Mortgage, and (2) the Mortgage constitutes a
valid and subsisting first lien upon the fee title of BORROWER in the mortgaged
premises.

USURY: This Loan Commitment is subject to the opinion of BANK'S COUNSEL that the
rate of


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interest and the commitment fee is not in violation of the usury laws in the
State of Florida or United States, where applicable.

WAIVER OF JURY TRIAL: Both BANK, BORROWER and GUARANTORS agree that venue for
any disputes will be by courts located in Indian River County, Florida, and
further agree that EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY with regard to
any and all actions arising out of, under, or in connection with, the Loan
Commitment or other loan documents and any of the transactions contemplated with
reference to the Loan.

ACCEPTANCE: The acceptance of this Commitment shall be acknowledged by
signatures of BORROWER and GUARANTORS below and the return of this Commitment to
BANK by December 23, 2005. Should this Commitment not be accepted by this date,
it will become null and void, and all fees or deposits shall be retained as
liquidated damages. This Commitment, unless sooner terminated by the closing and
funding of this loan or extended in writing by BANK, expires January 15, 2006.

This Commitment is non-assignable, supersedes all prior loan agreements and
shall survive loan closing and remain in effect until the loan is paid in full.
BANK reserves the right to cancel this Commitment should there be any material
change in any representations by BORROWER.

                                        Very truly yours,
                                        HARBOR FEDERAL SAVINGS BANK


                                        By:__________________________________
                                           Robert M. Poore, Vice President

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The undersigned accepts the foregoing Commitment and all its terms, conditions
and requirements and agrees to cause the loan to be made in accordance with all
terms, conditions and requirements and within the time specified by this
Commitment. This Commitment Letter, together with any Loan Agreements,
Mortgages, Promissory Notes and any/all documents required to close and
securitize this Loan create and contain the entire commitment of BORROWER and
BANK with respect to those matters herein. No change in the provisions of this
Commitment Letter shall be binding unless in writing and executed by BORROWER,
and in the name of and by an official of BANK.

AS TO BORROWER:
HOMES BY CALTON, LLC


------------------------------------------------        ---------------
Maria F. Caldarone, Manager Member                      Date


AS TO GUARANTOR:

CALTON, INC.
A New Jersey Corporation


By:
   ---------------------------------------------        ---------------
Maria F. Caldarone, Executive Vice President            Date