EXHIBIT 10.2

SIXTH AMENDED AND RESTATED
PROMISSORY NOTE
CONSTRUCTION MORTGAGE LOAN

September 1, 2008

        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 has 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

        (the Revolving Note, the Second Revolving Note, the Third Revolving Note, the Fourth Revolving Note and the Fifth Revolving Note are hereinafter referred to as the “Notes”.)

        WHEREAS, of even date, Borrowers have requested and Bank has agreed to extend the maturity date of the Notes with an option to further extend the maturity date, to amend the interest rate thereunder, to terminate Borrowers’ right to the remaining availability under the Notes and fix the amount of the Note at the current outstanding principal balance of Seven Million Three Hundred Fifty-Two Thousand and 00/100 Dollars ($7,352,000.00), to add an additional Guarantor and to add certain covenants to the Loan Documents, 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 and Fifth Revolving 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 or the Fifth Revolving Note, 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 and October 24, 2007, 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 SEVEN MILLION THREE HUNDRED FIFTY-TWO THOUSAND AND 00/100 DOLLARS ($7,352,000.00) (“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:

        “Extension Conditions” means that Borrowers have satisfied the following conditions on or before September 1, 2009. Borrowers may exercise the Extension Option and extend the Maturity Date of this Amended and Restated Note for a period of twelve (12) months upon written notice to Bank delivered at least ten (10) days prior to the Maturity Date, provided that the Borrowers: (i) are not currently in default hereunder at the time the Extension Option is

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exercised; (ii) in addition to the principal repayment required under Section 6 hereof and in addition to the monthly principal payment required under Section 1(a) of this Amended and Restated Note, Borrowers shall have made a principal repayment in the minimum amount of One Million and 00/100 Dollars ($1,000,000.00) and (iii) Borrowers have renewed the $300,000 Letter of Credit as more fully set forth in Section 16 below.

        “Extension Option” means Borrowers’ right and option, provided the Borrowers are not in default hereunder, to extend the maturity of the indebtedness evidenced hereby for an additional period having a duration of twelve (12) months (“Extension Period”) to September 1, 2010, upon satisfaction of the Extension Conditions.

        “Loan Fee” means: (i) the payment of an extension fee in the amount of Eighteen Thousand One Hundred Ninety-Five and 00/100 Dollars ($18,195.00) plus all Bank’s out-of-pocket expenses in connection with the transaction evidenced by the Loan Documents and this Amended and Restated Note on the date of closing; and (ii) the payment of a fee in an amount equal to 3/8% of this outstanding principal balance if Borrowers have chosen to exercise the Extension Option (“Extension Option Fee”).

        “Maturity Date” means September 1, 2009 (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); provided, however, that the Maturity Date shall be extended for the Extension Period if Borrowers shall effectively exercise the Extension Option set forth in Section 3.

        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 October 1, 2008, and principal shall be due and payable, 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, Security Agreement, as amended, Assignment of Leases and Rents, as amended, Security Agreement dated May 16, 2003 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, 2009, subject to a one (1) year extension upon Borrowers’ written request, and Borrowers’ satisfaction of the Extension Conditions as set forth herein, unless demand for repayment of the entire indebtedness is made by Bank prior to such Maturity Date pursuant to the provisions set forth below.