EXHIBIT 10.6

SEVENTH AMENDED AND RESTATED
PROMISSORY NOTE
CONSTRUCTION MORTGAGE LOAN

        WHEREAS, 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”) granted to NATIONAL CITY BANK , as successor by merger to The Provident Bank (“Bank”) a First Amended and Restated Revolving Promissory Note Construction Mortgage Loan in the maximum amount of available credit of Eighteen Million and 00/100 Dollars ($18,000,000.00) dated October 31, 2000 (“Revolving Note”), which Revolving Note consolidated two (2) prior Notes, the first in the original principal amount of $10,700,000 dated December 30, 1997 between Borrowers and Bank, and that certain Revolving Promissory Amended and Restated Note dated January 6, 1998, made by NTS/Lake Forest II payable to the order of Bank of Louisville in the original principal amount of $8,000,000, which Amended and Restated Note had been assigned and endorsed over to Bank; and

        WHEREAS, Borrowers granted to Bank a Second Amended and Restated Revolving Promissory Note Construction Mortgage Loan in the maximum amount of available credit of Twelve Million and 00/100 Dollars ($12,000,000.00) dated May 16, 2003 (“Second Revolving Note”), which Second Revolving Note provided for an amendment to the maximum permitted outstanding balance under the Revolving Note, extended the maturity date of the Revolving Note and permitted the use of the Revolving Note to repay the existing debt on the Lake Forest Golf and Country Club; and

        WHEREAS, Borrowers granted to Bank a Third Amended and Restated Revolving Promissory Note Construction Mortgage Loan in the maximum amount of available credit of Eight Million and 00/100 Dollars ($8,000,000.00) dated June 22, 2004 (“Third Revolving Note”), which Third Revolving Note provided for an amendment to the maximum permitted outstanding balance under the Revolving Note and Second Revolving Note; and

        WHEREAS, Borrowers granted to Bank a Fourth Amended and Restated Revolving Promissory Note Construction Mortgage Loan in the maximum amount of available credit of Five Million and 00/100 Dollars ($5,000,000.00) dated April 20, 2005 (“Fourth Revolving Note”), which Fourth Revolving Note provided for an amendment to the maximum permitted outstanding balance, to extend the maturity date and to amend the interest rate under the Revolving Note, the Second Revolving Note and the Third Revolving Note; and

        WHEREAS, Borrowers granted to Bank a Fifth Amended and Restated Revolving Promissory Note Construction Mortgage Loan in the maximum amount of available credit of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) dated October 24, 2007 (“Fifth Revolving Note”), which Fifth Revolving Note provided for an increase to the maximum permitted outstanding balance thereunder; and

        WHEREAS, Borrowers granted to Bank a Sixth Amended and Restated Promissory Note Construction Mortgage Loan in the maximum amount of available credit of Seven Million Three Hundred Fifty-Two Thousand and 00/100 Dollars ($7,352,000.00) dated September 1, 2008 (“Sixth Restated Note”), which Sixth Restated Note provided for the extension of the maturity date with an option to further extend the maturity date, an amendment to the interest rate, the termination of Borrowers’ right to the remaining availability under the Notes and the deletion of the revolving feature, to add an additional Guarantor and to add certain covenants to the Loan Documents, and which Sixth Restated Note has a current outstanding principal balance in the amount of Five Million Seven Hundred Ninety-Nine Thousand Four Hundred Sixty-Eight and 00/100 Dollars ($5,799,468.00); and

        WHEREAS, Borrowers granted to Bank a Promissory Note Modification Agreement dated November 21, 2008, a Promissory Note Modification Agreement dated as of April 1, 2009 and a Promissory Note Modification Agreement dated May 19, 2009 to provide for certain principal repayments and the extension of time to make such principal repayments (“2008-2009 Prior Note Modifications”); and

        WHEREAS, of even date, Borrowers have requested and Bank has agreed to extend the maturity date of the Notes, to amend the interest rate thereunder, to increase the availability under the Notes by One Million and 00/100 Dollars ($1,000,000.00) and to provide for a premium thereunder, upon Borrowers’ compliance with the provisions set forth herein; and

        WHEREAS, for the convenience of Borrowers and Bank, the parties have agreed to amend and restate the Revolving Note, the Second Revolving Note, the Third Revolving Note, the Fourth Revolving Note, the Fifth Revolving Note and the Sixth Restated Note in their entirety hereunder (“Amended and Restated Note”), which amendment and restatement shall in no manner constitute a repayment, satisfaction or novation of the indebtedness evidenced by the Revolving Note, the two (2) notes consolidated under the Revolving Note, the Second Revolving Note, the Third Revolving Note, the Fourth Revolving Note, the Fifth Revolving Note, the Sixth Restated Note and 2008-2009 Prior Note Modifications, which indebtedness shall remain outstanding for all purposes hereunder from December 30, 1997, January 6, 1998, October 31, 2000, May 16, 2003, June 22, 2004, April 20, 2005, October 24, 2007, September 1, 2008, November 21, 2008, April 1, 2009 and May 19, 2009, respectively.

                NOW THEREFORE, Borrowers grants this Amended and Restated Note under the following terms:

         FOR VALUE RECEIVED, the undersigned, 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”), with a mailing address of 10172 Linn Station Road, Louisville, Kentucky 40223 hereby, jointly and severally, promise to pay to the order of NATIONAL CITY BANK (“Bank”), a national banking association, the principal sum of SIX MILLION SEVEN HUNDRED NINETY-NINE THOUSAND FOUR HUNDRED SIXTY-EIGHT AND 00/100

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DOLLARS ($6,799,468.00) (“Credit Commitment”), or so much thereof as is disbursed by Bank pursuant to the provisions hereof, together with interest on the unpaid balance thereto at the rate per annum set forth below computed daily on the basis of a three hundred sixty (360) day year for the actual number of days elapsed in the three hundred sixty-five (365) day year.

        For purposes of this Amended and Restated Note, the following terms shall have the following meanings:

        “Maturity Date” means September 1, 2010 (or such earlier date as the Bank may accelerate the indebtedness evidenced hereby by reason of Borrowers’ uncured default hereunder or under any other Loan Document).

        So long as this Amended and Restated Note shall remain outstanding, interest accrued on the unpaid principal balance shall be paid monthly on the first (1st) day of each month, commencing on September 1, 2009, which interest may not be drawn from the increased availability provided hereunder, [and principal shall be due and payable in the amounts and for the period provided in Section 1(b) hereof and upon sale of any secured property as provided herein,] while Borrowers are not in default under this Amended and Restated Note or under the other loan documents executed in connection herewith or given as collateral security for this Amended and Restated Note (including, but not limited to, the Amended and Restated Development and Construction Loan Agreement, as modified (“Loan Agreement”), Deed of Trust and Security Agreement, as amended, Mortgage and Security Agreement, as amended, Assignment of Leases and Rents, as amended and various UCC financing and fixture statements (collectively, “Loan Documents”), in accordance with the terms of the Loan Agreement. The unpaid principal balance hereof plus accrued interest and other charges shall be due and payable in full on September 1, 2010, unless demand for repayment of the entire indebtedness is made by Bank prior to such Maturity Date pursuant to the provisions set forth below.

        This Amended and Restated Note shall bear interest on the unpaid principal balance from time to time outstanding from date hereof until final maturity at a rate per annum equal to the LIBOR Based Rate, which shall be defined as follows.

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        “One Month Libor” means the rate per annum (rounded upwards, if neces