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Renewal And Consolidation Revolving Credit Note

This is an actual contract by Deer Valley.

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Sectors: Services
Governing Law: Florida, View Florida State Laws
Effective Date: April 12, 2008
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EXHIBIT 10.2

RENEWAL AND CONSOLIDATION REVOLVING CREDIT NOTE

(the " Note" ) $7,500,000.00 Effective Date: April 12, 2008

FOR VALUE RECEIVED, the undersigned borrower, DEER VALLEY HOMEBUILDERS, INC. , an Alabama corporation (the " Borrower" ) promises to pay to the order of FIFTH THIRD BANK , a Michigan banking corporation (the " Lender" ), at 201 E. Kennedy Blvd., Suite 1800, Tampa, Florida 33602, or at such other place as Lender may from time to time designate in writing, with payment due as provided herein and in the Revolving Credit Loan and Security Agreement, as amended (the " Credit Agreement" ), the principal sum not to exceed $7,500,000.00, or so much thereof as has been disbursed for advances hereunder. This Note consolidates the renewal of that certain Renewal Revolving Credit Note dated effective April 12, 2006, in the amount of $2,500,000.00 with an advance loan of even date herewith in the principal amount of $5,000,000.00.

The Interest Rate shall be a variable rate at 250 basis points (2.50%) above the One-Month " LIBOR-Index Rate" , and shall be adjusted every month on each Interest Rate Determination Date with all such interest rate terms defined as set forth in " ADDENDUM A" attached hereto and made a part hereof.

Principal and interest shall be due and payable as follows:

(a) To the extent accrued, interest only, as stated above, shall be payable monthly commencing May 1, 2008, and continuing on the same day of each month thereafter on the principal outstanding from time to time until the loan maturity date at which time the outstanding indebtedness, whether principal, accrued interest or otherwise, shall be due and payable in full.

(b) The principal amount evidenced hereby may be borrowed (and to the extent any principal amount advanced hereunder is repaid by Borrower, such sum may be borrowed again) until this Note is terminated. At no time, however, shall the principal balance outstanding hereunder exceed $7,500,000.00.

If any payment on this Note becomes due and payable on a Saturday, Sunday or legal holiday under the laws of the State of Florida, the maturity thereof shall be extended to the next succeeding business day and interest thereon shall be payable at contract rate of interest during such extension.

As provided in the Credit Agreement, the Note is to be utilized by Borrower on a revolving credit basis for working capital requirements and a Letter of Credit facility utilized to support letters of credit issued by Lender for the benefit of Borrower.

This Loan facility matures 364 days from the Effective Date hereof. If any letters of credit supported by this Loan facility are redeemed, the amount so redeemed is due on demand in accordance with the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement or in any other document or instrument delivered in connection therewith and following notice and the expiration of all cure periods (if any), all amounts then remaining unpaid on this Note may be declared to be immediately due and payable. Advances under this Note shall be requested by Borrower and evidenced as a debit to Borrower' s loan account.

In the event that any payment of principal or interest is not made within ten (10) days after the date when due hereunder, it is hereby agreed that the Lender shall have the option of collecting five percent (5%) of the amount of each such delinquent payment; provided, however, such late fee shall not apply to the lump sum payment of the principal on the Maturity Date or the lump sum payment of principal upon acceleration. Said late charge and/or interest shall be immediately due and payable in full on demand by the Lender.

The " Default Interest Rate" shall be five percent (5%) per annum above the contract interest rate set forth above, but not exceeding 18% per annum. Upon a failure by Borrower to repay principal upon demand by Lender made not less than ten (10) days after the date due hereunder, Lender may declare the entire principal and interest then remaining unpaid to be immediately due and payable without further notice or demand, and the entire unpaid principal balance shall bear interest at the " Default Interest Rate" . In addition to the rights described in this paragraph, Lender shall have the right to exercise all other rights or remedies provided by law or at equity and shall specifically have the right to recover all damages resulting from such default including, without limitation, the right to recover the payment of all amounts owing to Lender. Exercise of any of these options shall be without notice to Borrower, notice of such exercise being hereby expressly waived.

The terms and provisions of this Note are to be governed by and construed under the laws of the State of Florida and of the United States of America, and the rules and regulations promulgated under the authority thereof. It is the intent of this Note that such laws shall be interpreted in such a manner that after default the maximum rate of interest charged under this Note not exceed the rate allowed to be charged under applicable law as changed from time to time which is applicable to this Note (hereinafter called the " Maximum Rate" ).

In no event shall Lender have the right to charge or collect, nor shall Borrower be required or obligated to pay, interest or payments in the nature of interest, which would result in interest being charged or collected at a rate in excess of the Maximum Rate. In the event that any payment which is interest or in the nature of interest is made by Borrower or received by Lender which would result in the rate of interest being charged or collected by the Lender being in excess of the Maximum Rate, then the portion of any such payment which causes the rate of interest being charged or collected by Lender


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