EXHIBIT 10.2

PROMISSORY NOTE

        FOR VALUE RECEIVED, NTS/VIRGINIA DEVELOPMENT COMPANY , a Virginia corporation (the “Borrower”), with an address at 10172 Linn Station Road, Louisville, Kentucky 40223, promises to pay to the order of RESIDENTIAL MANAGEMENT COMPANY , a Kentucky corporation (the “Lender”), in lawful money of the United States of America in immediately available funds at its offices located at 10172 Linn Station Road, Louisville, Kentucky 40223, or at such other location as the Lender may designate from time to time, the principal sum of THREE MILLION TWO HUNDRED FORTY FOUR THOUSAND SEVEN HUNDRED ONE AND 94/00 DOLLARS ($3,244,701.94) (the “Loan”), together with interest accruing on the outstanding principal balance from the date hereof, as provided below:

        1.        Interest Rate . The principal balance of the Loan will bear interest at a rate per annum (calculated on the basis of the actual number of days that principal is outstanding over a year of 360 days) equal to the sum of (A) the Index, plus (B) one and three quarters percent (1 ¾ %) per annum. The Index is the rate of interest per annum equal to LIBOR. “LIBOR” shall mean the rate per annum determined by the Lender by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100 ^th of 1%) (x) the Published Rate by (y) a number equal to 1.00 minus the percentage prescribed by the Federal Reserve for determining the maximum reserve requirements with respect to any eurocurrency funding by banks on such day. “Published Rate” shall mean the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the eurodollar rate for a one month period as published in another publication determined by Lender). The rate of interest charged shall be adjusted as of each Business Day based on changes in LIBOR without notice to Borrower, and shall be applicable to the then outstanding balance under the Loan from the effective date of any such change. If LIBOR applies, all calculations of interest on the Loan will be computed on the basis of a year of 360 days and paid on the actual number of days elapsed.

        If Lender determines (which determination shall be final and conclusive) that, by reason of circumstances affecting the eurodollar market generally, deposits in dollars (in the applicable amounts) are not being offered to banks in eurodollar market for the selected term, or adequate means do not exist for ascertaining LIBOR, then Lender shall give notice thereof to Borrower. Thereafter, until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, (a) the availability of LIBOR shall be suspended, and (b) the interest rate per annum equal to the sum of (A) the Prime Rate minus (B) three quarters percent (.75%) (the “Base Rate”). The Prime Rate is the rate publicly announced by PNC Bank National Association (“PNC Bank”) from time to time as its prime rate; it is not tied to any rate external to PNC Bank or index and does not necessarily reflect the lowest rate of interest actually charged by PNC Bank to any particular class or category of customers. The rate of interest charged shall be

adjusted when the Prime Rate changes without notice to Borrower, and shall be applicable to the then outstanding balance under the Loan from the effective date of any such change.

        In addition, if, after this date, Lender shall determine (which determination shall be final and conclusive) that any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank of comparable agency shall made it unlawful or impossible for Lender to make or maintain or fund loans bearing interest based on LIBOR, Lender shall notify Borrower. Upon receipt of such notice, until Lender notifies Borrower that the circumstances giving rise to such determination no longer apply, (a) the availability of LIBOR shall be suspended, and (b) the interest rate for the unpaid balance of the Loan advances shall be converted to the next Business Day to the Base Rate. For purposes hereof “Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Louisville, Kentucky.

        In no event will the rate of interest hereunder exceed the maximum rate allowed by law.

    2.        Payment Terms . Interest shall be due and payable commencing on the first day of each month beginning January 1, 2009 until December 31, 2009 on which date all outstanding principal and accrued interest shall be due and payable in full (the “Maturity Date”). Payments received will be applied to charges, fees and expenses (including attorneys’ fees), accrued interest and principal in any order the Lender may choose, in its sole discretion.

    3.        Late Payments; Default Rate . If a payment is more than 15 days late, the Borrower shall also pay to the Lender a late charge equal to 5% of the unpaid portion of the payment or $100, whichever is greater (the “Late Charge”). Such 15 day period shall not be construed in any way to extend the due date of any such payment. Upon maturity, whether by acceleration, demand or otherwise, and at the option of the Lender upon the occurrence of any Event of Default (as hereinafter defined) and during the continuance thereof, this Note shall bear interest at a rate per annum (calculated on the basis of the actual number of days that principal is outstanding over a year of 360 days) which shall be four percentage points (4%) in excess of the Base Rate in effect from time to time but not more than the maximum rate allowed by law (the “Default Rate”). The Default Rate shall continue to apply whether or not judgment shall be e