PROMISSORYNOTE

Exhibit 10.7

PROMISSORY NOTE

FOR VALUE RECEIVED, STELLARIS LLC, a limited liability company organized under the laws of the State of Nevada and having a principal place of business at 26000 Commercentre Drive, Lake Forest, California 92630, and JAMES CONSTRUCTION GROUP, L.L.C., a limited liability company organized under the laws of the State of Florida and having a principal place of business at 11000 Industriplex Blvd., Suite 150, Baton Rouge, Louisiana, 70809 (collectively, “Borrowers” and each individually a “Borrower”) hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio corporation, for itself and as agent for any affiliate of Fifth Third Bancorp (together with its successors and assigns, the “Lender”) the principal amount of Ten Million and 00/100 Dollars ($10,000,000.00), with interest at the Interest Rate (as defined below) and all other Obligations on or before July 1, 2017 (“Maturity Date”) pursuant to the Loan Agreement (as defined below).

Lender and Borrowers have entered into that certain Master Loan and Security Agreement dated as of August 31, 2009 (the “Loan Agreement”), pursuant to which Lender has agreed to make the Loan to Borrowers.  The Obligations of Borrowers are secured by the Collateral as provided in the Loan Agreement and this Note shall be subject to the terms and conditions of the Loan Agreement.  Capitalized terms used herein and not otherwise defined shall have the meaning attributed thereto in the Loan Agreement.  This Note relates to the Equipment described on Schedule A hereto.

Each Borrower agrees that Lender may insert the date(s) of “Advance” (above) after Borrowers execute this Promissory Note as the date(s) on which the proceeds of this Note are disbursed by Lender.

As used herein, “Interest Rate” shall mean the percentage per annum equal to four and 71/100 percent (4.71%); provided, however, noting that Borrowers have rate-locked this Note through and including June 30, 2010, that in the event that the Advance date occurs after June 30, 2010, then (A) such Interest Rate is based on the US dollar, a 30/360 day year, with Semi-Annual Settlement and a term approximating the weighted average life of this Note as quoted in the Bloomberg SWAP Rate report as of the day preceding the date of this Note and (B) such Interest Rate may be adjusted by Lender based upon a corresponding increase in the interest rate swap rate quoted in such report as of the day preceding the date of the Advance.  Lender will provide Borrower with written notice of any such adjustment.  In either event, interest shall be computed on the basis of a year of 360 days consisting of twelve 30-day months, compounded monthly, and shall accrue on the outstanding principal amount hereunder from and including the date each Advance is made to but excluding the date the entire principal amount hereunder is paid in full.

Lender may charge, and Borrowers agree to pay on the Advance date, a note processing fee in the amount of $800.00.  Lender may deduct the amount of the note processing fee from the proceeds of this Note or debit any deposit account of Borrowers with Lender to collect the note processing fee.

Except as otherwise provided in the Loan Agreement, principal and interest due hereunder shall be payable as follows:

(b)          principal and interest shall be payable in eighty-four (84) equal monthly installments, each on the 1st day of each calendar month, of $139,998.69 commencing on the 1st day of August, 2010, with the entire unpaid principal amount hereof, together with all accrued and unpaid interest, charges,

fees or other Advances, if any, due on the Maturity Date.  Interest that accrues from the date of each Advance through but not including the above payment commencement date shall be payable in arrears on the first day of the calendar month following the date of Advance.

Upon the occurrence of an Event of Default, Lender shall have all the rights and remedies specified in the Loan Agreement.

Each Borrower waives presentment for payment, demand, notice of demand, notice of nonpayment or dishonor, protest and notice of protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note.

This Note shall be governed by and construed in accordance with the laws of the State of Ohio.  Any judicial proceeding arising out of or relating to this Note may be brought in any court of competent jurisdiction in Hamilton County, Ohio and each of the parties hereto (i) accepts the nonexclusive jurisdiction of such courts and any related appellate court and agrees to be bound by any judgment rendered by any such court in connection with any such proceeding and (ii) waives any objection it may now or hereafter have as to the venue of any such proceeding brought in such court or that such court is an inconvenient forum.  EACH OF THE BORROWERS AND LENDER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING ARISING OUT OF OR IN ANY WAY RELATING TO THIS NOTE.

All notices delivered hereunder shall be made and delivered in accordance with the terms of the Loan Agreement.

Each Borrower acknowledges and agrees that time is of the essence with respect to its performance under this Note.  Any failure of Lender to require strict performance by Borrowers or any waiver by Lender of any provision herein shall not be construed as a consent or waiver of any provision of this Note.  This Note shall be binding upon, and inure to the benefit of, the parties hereto, their permitted successors and assigns; provided, however that Borrowers may not assign or transfer any of their rights, interest or obligations hereunder without the prior written consent of Lender.

Notwithstanding any provision to the contrary in this Note, in no event shall the interest rate charged on this Note exceed the maximum rate of interest permitted under applicable state and/or federal usury law.  Any payment of interest that would be deemed unlawful under applicable law for any reason shall be deemed received on account of, and will automatically be applied to reduce, the principal sum outstanding and any other sums (other than interest) due and payable to Lender under this Note, and the provisions hereof shall be deemed amended to provide for the highest rate of interest permitted under applicable law.

Any provision of this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability shall not invalidate or render unenforceable such provision in any other jurisdiction.  Captions are intended for convenience or reference only, and shall not be construed to define, limit or describe the scope or intent of any provisions hereof.

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IN WITNESS WHEREOF, the Borrowers have executed this Note as of the 16th day of June, 2010.

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