EXHIBIT  NO. 10.49

                             SECOND AMENDMENT TO THE
                         EXECUTIVE EMPLOYMENT AGREEMENT


        This Second Amendment to Executive Employment Agreement is entered into
on this 20th day of December, 2007 and effective as of January 1, 2008, by and
between Calton, Inc. (the "Employer" or the "Company"), a New Jersey corporation
which maintains its principal executive offices at 2050 40th Avenue, Suite One,
Vero Beach, Florida 32960, and Anthony J. Caldarone (the "Executive"), an
individual residing at 162 Anchor Drive, Vero Beach, Florida 32963.

        WHEREAS, the Employer and Executive have entered into an Executive
Employment Agreement dated as of January 1, 2006 and the First Amendment to the
Executive Employment Agreement dated February 26, 2007 (the "Employment
Agreement");

        WHEREAS, the term of the Employment Agreement expires on December 31,
2007;

        WHEREAS, the Executive agreed that his Base Compensation would remain
the same and be set at $1.00 per annum in order to reduce the Company's
operating expenses;

        WHEREAS, the Employer and Executive wish to extend the term of the
Employment Agreement to December 31, 2008;

        WHEREAS, the Employer and Executive wish to amend the Employment
Agreement to confirm the arrangements described above;

        NOW, THEREFORE, in consideration of the representations, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:

1.      EXTENSION OF TERM. Section 1.1 of the Employment Agreement is hereby
        amended to read in its entirety as follows:

                1.1     TERM. The term of this Agreement shall commence on
        January 1, 2008 and end on December 31, 2008 (the "Term"), unless
        further extended or sooner terminated as hereinafter provided.

        IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first written above.



WITNESS:



------------------------------------         ----------------------------------
                                             Anthony J. Caldarone

ATTEST:                                      CALTON, INC.



                                         By:
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Mary H. Magee, Secretary                     Vicky F. Savage, Vice President
                                             and Acting Chief Financial Officer