PROMISSORY NOTE

Exhibit 10.2

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, COSTA BLANCA II REAL ESTATE, LLC, a Florida limited liability company, having an address at 2460 Sand Lake Road, Orlando, Florida 32809, COSTA BLANCA III REAL ESTATE, LLC, a Florida limited liability company, having an address at 2460 Sand Lake Road, Orlando, Florida 32809, TDS TOWN HOMES (PHASE 1), LLC, a Florida limited liability company, having an address at 2460 Sand Lake Road, Orlando, Florida 32809 and TDS TOWN HOMES (PHASE 2), LLC, a Florida limited liability company, having an address at 2460 Sand Lake Road, Orlando, Florida 32809, jointly and severally (collectively, the “ Borrower ”), promises to pay to the order of KENNEDY FUNDING, INC. (“ Agent ”), with an office at Two University Plaza, Suite 402, Hackensack, New Jersey 07601, as agent for the lenders identified on Schedule A annexed hereto (Agent and the lenders identified on Schedule A are hereinafter collectively referred to as “ Lender ”), the principal sum of TWENTY FOUR MILLION NINE HUNDRED THOUSAND ($24,900,000) DOLLARS , or so much thereof as may be advanced by Lender to Borrower from time to time (the “ Principal Amount ”), together with interest on the unpaid Principal Amount thereof computed from the date advanced (the “ Commencement Date ”), at the rates provided herein until April 20, 2010 or such earlier date on which the Principal Amount becomes due and payable as provided herein (the “ Maturity Date ”); provided, however, that from and after (i) the Maturity Date, whether upon stated maturity, acceleration or otherwise, or (ii) the date on which the interest rate hereunder is increased to the Default Rate (as hereinafter defined) as provided herein, such additional interest shall be computed at the Default Rate.

As used herein, the term “ Default Rate ” shall mean a rate of interest of twenty-four percent (24.0%) per annum, but in no event shall the Default Rate be in excess of the Maximum Rate (as hereinafter defined).

If any payment of interest is not paid within five (5) days from the due date for such payment, a late charge equal to the lesser of ten percent (10%) of such overdue payment or the maximum amount permitted by applicable law shall automatically become due to the holder of this promissory note (the “ Note ”), subject, however, to the limitation that late charges may be assessed only once on each overdue payment. Said late charges do not constitute interest and shall constitute compensation to the holder of this Note for collection and co-lender administration costs incurred hereunder. In addition, if any payment of principal or interest is not paid when due, the holder of this Note shall have the right, upon notice to Borrower, to increase the rate of interest per annum on all amounts outstanding to the Default Rate and, upon said notice, such rate increase shall be effective retroactively as of the date from which the interest component of such overdue payment began to accrue and shall remain in force and effect for so long as such default shall continue. This paragraph shall not be construed as an agreement or privilege to extend the due date of any payment, nor as a waiver of any other right or remedy accruing to the holder of this Note by reason of any default.

Principal and interest hereunder shall be payable as follows:

(a)   From the Commencement Date, interest on the Principal Amount outstanding hereof shall accrue at the rate of Twelve (12.0%) percent per annum, for the period beginning on and including the Commencement Date to the last day of the month in which the Commencement Date occurs (“ Short Interest ”), and shall be payable at the closing (the “ Closing ”) of the Loan.

(b)   Interest only at the rate per annum equal to the greater of (i) Twelve (12%) percent and (ii) the Prime Rate (as defined below) as adjusted from time to time, plus Three and Three Quarters (3 3/4%) Percent on the Principal Amount outstanding hereof shall accrue from May 1, 2007 through March 30, 2008 and be paid monthly, in arrears, in an amount, as determined by Lender, equal to one-twelfth (1/12th) of the annual interest payments for such period commencing June 1, 2007 and continuing on the first day of each month thereafter through and including April 1, 2008.

(c)   Interest only at the rate per annum equal to the greater of (i) Sixteen (16%) percent and (ii) the Prime Rate (as defined below) as adjusted from time to time, plus Seven and Three Quarters (7 3/4%) Percent on the Principal Amount outstanding hereof shall accrue from May 1, 2008 through March 30, 2009 and be paid monthly, in arrears, in an amount, as determined by Lender, equal to one-twelfth (1/12th) of the annual interest payments for such period commencing June 1, 2008 and continuing on the first day of each month thereafter through and including April 1, 2009.

(d)   Interest only at the rate per annum equal to the greater of (i) Eighteen (18.0%) percent and (ii) the Prime Rate, as adjusted from time to time, plus Nine and Three Quarters (9 3/4%) Percent, on the Principal Amount outstanding hereof shall accrue from May 1, 2009 through the Maturity Date and be paid monthly in arrears, in an amount, as determined by Lender, equal to one-twelfth (1/12th) of the annual interest payment for each twelve (12) month period commencing on June 1, 2009 and continuing on the first day of each month thereafter until the Maturity Date.

(e)   All principal, interest and other sums due hereunder shall be due and payable in full on the Maturity Date.

As used herein, the term “Prime Rate” shall mean the rate of interest published in The Wall Street Journal from time to time as the "Prime Rate." If more than one "Prime Rate" is published in The Wall Street Journal for a day, the average of such "Prime Rates" shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%). If The Wall Street Journal ceases to publish the "Prime Rate," the Agent shall select an equivalent publication that publishes such "Prime Rate," and if such "Prime Rates" are no longer generally published or are limited, regulated or administered by a governmental or quasigovernmental body, then Agent shall select a comparable interest rate index. If interest on this Note is calculated at the Prime Rate as provided herein, then the interest rate will change on May 1, 2007 and on the first day of each month thereafter following any change in the Prime Rate.

(f)   Prepaid Interest (as defined in the Loan and Security Agreement of even date herewith, hereinafter, the “ Loan Agreement ”), if any, shall be utilized in accordance with the terms of the Loan Agreement.

Each payment hereunder shall be credited first to Lender’s collection expenses, next to late charges, next to unpaid interest, and the balance, if any, to the reduction of the Principal Amount. The interest on this Note shall be calculated on the basis of a 30-day month and a 360-day year.

This Note may be prepaid in whole or in part at any time, without penalty or premium, it being understood and agreed that, except as expressly provided herein or in the Loan Agreement, Borrower shall not be entitled, by virtue of any prepayment or otherwise, to a refund of the Fee (as defined in the Loan Agreement), interest, any other fees, points, charges and the like paid by Borrower to Lender in connection with the loan hereunder (the “ Loan ”) and for fees and expenses incurred by Lender in making the Loan, all of which payments shall be retained by Lender from and after the date each such payment is made hereunder.

Borrower and each surety, endorser and guarantor hereof hereby waive all demands for payment, presentations for payment, notices of intention to accelerate maturity, notices of acceleration of maturity, demand for payment, protest, notice of protest and notice of dishonor, to the extent permitted by law. Borrower further waives trial by jury. No extension of time for payment of this Note or any installment hereof, no alteration, amendment or waiver of any provision of this Note and no release or substitution of any collateral securing Borrower’s obligations hereunder shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower under this Note.

Any forbearance by the holder of this Note in exercising any right or remedy hereunder or under any other agreement or instrument in connection with the Loan or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any right or remedy by the holder of this Note. The acceptance by the holder of this Note of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of the right of the holder of this Note to require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment.