EXHIBIT 10.1

PROMISSORY NOTE MODIFICATION AGREEMENT

        This Promissory Note Modification Agreement (“Agreement”) is entered into this 1st day of April, 2009 (“Effective Date”) by and between NATIONAL CITY BANK , a national banking association (successor by merger with The Provident Bank) (the “Lender”), having an office at One East Fourth Street, Cincinnati, Ohio 45202, NTS/VIRGINIA DEVELOPMENT COMPANY (“NTS/Virginia”), a Virginia corporation, and NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation (“NTS/Lake Forest II”; NTS/Virginia and NTS/Lake Forest II are sometimes hereinafter collectively referred to as the “Borrowers”), ORLANDO LAKE FOREST JOINT VENTURE , a Florida joint venture “Orlando Lake Forest”), NTS MORTGAGE INCOME FUND , a Delaware corporation and NTS GUARANTY CORPORATION , a Kentucky corporation (collectively, the “Guarantors”).

WITNESSETH:

        Whereas, Borrowers executed and delivered to the Lender a Sixth Amended and Restated Promissory Note in the principal amount of Seven Million Three Hundred Fifty-Two Thousand and 00/100 Dollars ($7,352,000.00) dated September 1, 2008 (the “Note”); and

        Whereas, Borrowers have requested and Lender has agreed to amend the principal repayment provisions of said Note.

        Now, therefore, in consideration of the agreements contained herein, the parties hereto do hereby agree as follows:

        1.     Principal Repayment . Section 6, Principal Repayment , of the Note shall be deleted in its entirety and the following substituted in its place:

        2.     Consent of Guarantors . The Guarantors hereby consent to the foregoing modification and agree that nothing contained herein shall impair their respective Unconditional Guaranties which will continue in full force and effect.

        3.     Consent of Orlando Lake Forest . Orlando Lake Forest hereby consents to the foregoing modification and agrees that such modification will not impair the grant of the mortgage on property owned by Orlando Lake Forest to secure the Note.

        4.     No Claims Against Lender. Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any of the foregoing’s respective directors, officers, employees, agents, attorneys and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”)

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