EXHIBIT 10.02

                           COMMERCIAL PROMISSORY NOTE

$2,000,000.00                                   EFFECTIVE  DATE:  MAY  26,  2006
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BORROWER'S  PROMISE  TO  PAY

     For  value  received,  the  undersigned, DEER VALLEY HOMEBUILDERS, INC., an
Alabama  corporation  authorized  to  do  business  in the State of Florida (the
"Borrower")  promises  to  pay to the order of FIFTH THIRD BANK, an Ohio banking
corporation  (the  "Lender"),  the  principal  sum  of  TWO  MILLION  DOLLARS
($2,000,000.00),  together  with  interest  on  the  principal balance remaining
unpaid  from  time  to  time  at  the  rates  set  forth  below.

1.     TERM.  The  term  of this Note is from the date of this Note through June
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1,  2011  (the  "Maturity  Date").

2.     INTEREST.  The principal balance remaining unpaid from time to time shall
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bear interest at a variable rate of 225 basis points (2.25%) above the One-Month
"LIBOR-Index  Rate",  which  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.  Interest owing under this
Note  shall  be computed on the basis of a 360-day year for the actual number of
days  lapsed.

3.     PAYMENTS.  Principal  payments  in  the amount of $11,111.11 plus accrued
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interest  shall  be due and payable monthly and shall be paid commencing July 1,
2006,  and  on  the  same  day  of  each succeeding month thereafter through and
including  the  Maturity  Date.  On  the  Maturity  Date,  the  entire remaining
principal  indebtedness,  plus  all accrued and unpaid interest shall be due and
payable  in  full.

     All  payments  shall  be  made  at  38  Fountain  Square  Plaza, MD 109058,
Cincinnati,  Ohio  45263, or at such other place as may be designated in writing
by  the  Lender.

4.     INTEREST  RATE  SWAP.  At  the  mutual  agreement of Borrower and Lender,
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Borrower  may  enter  into  one or more interest rate hedge agreements, interest
rate  swap agreements, interest rate caps or collars, or similar agreements with
Lender,  or  an  affiliate  of  Lender,  in  order  to  fix the interest payable
hereunder.  The  principal  due under the swap agreement shall be in the amounts
set  forth  in  "ADDENDUM  B"  attached  hereto  and  made  a part hereof.  Such
agreement  shall  not  vary  the  dates  of  payments  under  this  Note.

5.     BORROWER'S RIGHT TO PREPAY.  This Note may be prepaid at any time without
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penalty.

6.     INTEREST  LIMITATION.  Interest  payable  under  this  Note  or any other
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payment  which  would  be  considered as interest or other charge for the use or
loan  of  money  shall  never  exceed  the  highest contract rate allowed by law
applicable  to  this  loan  to  be  charged by Lender.  If the interest or other


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charges  collected  or  to  be collected in connection with this loan exceed the
permitted limits, then: (A) any such interest or loan charge shall be reduced by
the  amount  necessary  to reduce the charge to the permitted limit; and (B) any
sums  already  collected  from  Borrower which exceeded permitted limits will be
refunded.  The  Lender  may choose to make this refund by reducing the principal
owed  under  this  Note  or by making a direct payment to Borrower.  If a refund
reduces  principal,  the  reduction  will  be  treated  as a partial prepayment.

7.     BORROWER'S  FAILURE  TO  PAY  AS  REQUIRED.
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     (A)  LATE  CHARGE FOR OVERDUE PAYMENTS.  If the Lender has not received the
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full amount of any monthly payment by the end of ten (10) calendar days after it
is due, Borrower will pay a late charge to the Lender equal to 5% of the overdue
payment  of  principal  and/ or interest.  The payment or collection of any such
late charge shall not constitute a waiver of any other right or remedy available
to  the  Lender.

     (B)  DEFAULT.  If  Borrower  fails  to  pay the full amount of each monthly
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payment  by the end of the ten (10) calendar days after it is due, Borrower will
be  in default, and upon such default by Borrower, 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"..  The "Default Interest Rate"
shall  be five percent (5%) per annum above the contract interest rate set forth
above,  but  not  exceeding  18%  per  annum.

     (C)  ACCELERATION.  If  Borrower  is  in  default,  the  Lender may require
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Borrower to pay immediately the full amount of principal which has not been paid
and  all  the  interest  that  Borrower  owes  on  that  amount  without notice.

     (D)  NO  WAIVER BY LENDER.  Even if, at a time when Borrower is in default,
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the  Lender  does  not  require Borrower to pay immediately in full as described
above,  the  Lender will still have the right to do so if Borrower is in default
at  a  later  time.

     (E)  PAYMENT  OF  LENDER'S  COSTS AND EXPENSES.  If the Lender has required
          -----------------------------------------
Borrower to pay immediately in full as described above, the Lender will have the
right to be paid back by Borrower for all of its costs and expenses in enforcing
this  Note  to  the  extent  not  prohibited  by applicable law.  Those expenses
include, for example, reasonable attorneys' fees whether suit be brought or not,
and  including such fees and costs in any appellate, bankruptcy or post judgment
proceedings.

8.     ATTORNEYS'  FEES.  All  parties liable for the payment of this Note agree
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to pay the Lender reasonable attorneys' fees and costs, whether or not an action
is  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 this
loan,  including costs and attorneys' fees on any garnishment action, or for any
appeal,  or  in  any  proceedings  under  the  federal Bankruptcy Code or in any
post-judgment  proceedings.

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9.     ALLOCATION OF PAYMENTS.  Payments shall be applied by Lender first to any
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late  fees  or  other expenses of Lender hereunder, then to accrued interest and
finally  to  principal.

10.     GIVING  OF  NOTICE.  Unless  applicable law requires a different method,
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any  notice  that  must  be  given  to Borrower under this Note will be given by
mailing  it  by first class mail or by delivering it to Borrower at 205 Carriage
Street,  Guin,  Alabama  35563,  or at a different address if Borrower gives the
Lender  prior  written  notice  of  a  different  address.

     Any  notice  that must be given to the Lender under this Note will be given
by mailing it by first class mail to the Lender at the address stated in Section
3  above  or  at  a  different  address  if  Borrower  is given a notice of that
different  address.

11.     SET OFF.  The Borrower shall have no right of set off against the Lender
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under  this  Note  or  under  any  instruments securing this Note or executed in
connection  with  the loan evidenced hereby. The Lender, however, shall have the
right,  immediately  and  without  further action by it, to set off against this
Note  all  money  owed by the Lender in any capacity to Borrower, whether or not
due.

12.     OBLIGATIONS  OF  PERSONS UNDER THIS NOTE.  If more than one person signs
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this  Note,  each  person  is  fully and personally obligated to keep all of the
promises  made  in this Note, including the promise to pay the full amount owed.
Any  person who is a guarantor, surety, or endorser of this Note is obligated to
do  these  things.  Any  person  who takes over these obligations, including the
obligations  of a guarantor, surety, or endorser of this Note, is also obligated
to keep all of the promises made in this Note. The Lender may enforce its rights
under  this  Note  against  each  person  individually or against all obligators
together.  This  means  that  any  one of them may be required to pay all of the
amounts  owed  under  this  Note.

13.     WAIVERS  AND CONSENTS. Borrower and any other person who has obligations
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under  this Note waive diligence presentment, protest and demand and also notice
of  dishonor  and  non-payment  of  this  Note.

14.     THIS  NOTE  SECURED  BY  SECURITY  INSTRUMENTS.  In  addition  to  the
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protections  given  to  the  Lender  under  this  Note,  a Mortgage and Security
Agreement  of  even date herewith protects the Lender from possible losses which
might  result  if  Borrower  does not keep the promises made in this Note.  That
Mortgage  describes  how  and  under what conditions Borrower may be required to
make  immediate  payment in full or in part of the amounts owed under this Note.

15.     LITIGATION.  Any  litigation  between  the parties brought in connection
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with  this  Note or concerning the subject matter hereof prior to closing of the
Loan  shall  only  be  brought  in  Hillsborough  County,  Florida.  In any such
litigation, the prevailing party shall be entitled to an award of its reasonable
attorneys'  fees  and costs.  The Borrower and any guarantors further knowingly,
voluntarily  and  intentionally,  waive any right to trial by jury in respect of
any  litigation  arising  out of, under, or in connection with this Note, or the
loan.

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16.     BUSINESS  PURPOSE  LOAN.  The Borrower acknowledges that the proceeds of
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the  loan  are  to be used for business or commercial purposes only, and not for
personal,  family  or  household  purposes.

17.     WAIVER OF JURY TRIAL.  BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY
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AND  INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO  ANY  LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS NOTE 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 ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE  LENDER  TO  MAKE  THIS  LOAN  AND  EXTENSIONS  OF  CREDIT  TO  BORROWER.


                              DEER  VALLEY  HOMEBUILDERS,  INC.,
                              an  Alabama  corporation


                              By:  /s/ Joel Logan
                                   ----------------------------------------
                                    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 May 26, 2006 ("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,
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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.,
                              an  Alabama  corporation


                              By:  /s/ Joel Logan
                                   ----------------------------------
                                    Joel  Logan,  as  its  President

                                   (CORPORATE  SEAL)

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