Exhibit 10.1


    


    


    


    


    

      
        	
                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                
                  


                  ACQUISITION
                    AGREEMENT

                  


                  BETWEEN

                  


                  GLOBAL
                    REALTY DEVELOPMENT CORP.

                  


                  AND

                  


                  SMS
                    TEXT MEDIA, INC., et al.

                  


                  


                  


                  Dated
                    as of July 19, 2007

                

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              


      

      




    
      
        
        

      

      
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    ACQUISITION
      AGREEMENT

    


    THIS
      ACQUISITION AGREEMENT
      (“Agreement”), dated as of July 19, 2007, is by and among Global Realty
      Development Corp.,
      a
      Delaware corporation (the “Buyer"), SMS Text Media, Inc., a
      Nevada
      corporation (the “Company”), and the undersigned stockholders of the Company
      (the “Selling Stockholders”). Collectively, the Company and Selling Stockholders
      are sometimes referred to as the “Sellers”.

    


    R
      E C I T A L S

    


    WHEREAS,
      subject
      to the terms and conditions of this Agreement and the other documents or
      instruments contemplated hereby: 

     

    A. The
      Sellers desire to sell and transfer to the Buyer and the Buyer desires to
      acquire from the Sellers 100% of the authorized, issued and outstanding capital
      stock of the Company (the “Seller Shares”). It is recognized that once Buyer
      owns 100% of the Seller Shares, it will own the Company and, through the
      Company, own and control 100% of the assets, real and personal, tangible and
      intangible, of the Company (the “Assets”);

    


    B. As
      consideration for the Seller Shares, the Buyer will pay to the Selling
      Stockholders cash and shares of stock in Buyer in accordance with the payment
      terms set forth below; it is recognized that inasmuch as payment will be made
      in
      stages, the Seller Shares will be delivered in escrow as more fully set forth
      below; and

    


    C. After
      the
      full completion of the transaction, and subject to the provisions of this
      Agreement, the Company is to be a 100% owned subsidiary of the
      Buyer.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants, agreements, representations and
      warranties contained in this Agreement, the parties hereto agree as
      follows:

    


    SECTION
      1

    SALE
      AND PURCHASE OF SELLER SHARES AND ASSETS

    


    1.1 Sale
      and Purchase, Payments and Escrow.
      On the
      terms and subject to the conditions of this Agreement, the Sellers shall sell,
      transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and
      accept delivery of, the Seller Shares free and clear of any and all liens,
      mortgages, adverse claims, charges, security interests, encumbrances or other
      restrictions or limitations whatsoever, all in the manner set forth
      below:

    


    (a) (i) The
      purchase price for the Seller Shares is: (A) $3,000,000 in cash (“Cash”) to
      the Selling Stockholders; (B) 10,000,000 shares of common stock in Buyer
      (collectively, the “Buyer Shares”) to the Selling Stockholders (valued at $0.50
      per share, or $5,000,000 in the aggregate, for purposes of this Agreement)
      ((A)
      and (B) shall hereinafter be collectively referred to as the “Stockholder Fixed
      Payments”); (C) provision of a $1,500,000 line of credit to the Company at an
      interest rate of no greater than 12% per annum; and (D) contingent payments
      to Selling Stockholders from Company operations, as set forth
      below.

    


    
      
        
        

      

      
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    (ii) It
      is
      understood that Buyer is funding this acquisition of the Seller Shares along
      with other transactions, during the period from the Initial Closing Date
      (defined below) to the date which is ninety (90) days after the Initial Closing
      Date (the “Expiration Date”). It is recognized that Buyer shall make payments of
      Cash to the Selling Stockholders in installments and that Seller Shares shall
      be
      delivered to Buyer in proportionate installments as well, all as more
      particularly set forth below, and subject to the provisions set forth
      below.

    


    (iii) All
      Cash
      Payments and deliveries of Buyer Shares shall be made to the Selling
      Stockholders at the time(s) the same are made pursuant hereto. Each payment
      or
      delivery that Buyer shall make will be in equal payments to each Selling
      Stockholder. 

     

    (iv) The
      parties shall establish an escrow arrangement with Kennerly,
      Montgomery & Finley, P.C. (“Escrow Agent”), on terms satisfactory to
      Escrow Agent, to hold the Seller Shares in escrow (the “Escrow”) in accordance
      with the terms and provisions more fully set forth below. Although Escrow Agent
      shall be bound to honor the terms set forth below of the Escrow in connection
      with delivery of the Seller Shares to the Buyer, it is recognized and understood
      that its serving as Escrow Agent hereunder shall not prevent said law firm
      from
      representing the Company and Selling Stockholders in connection with the
      negotiation of this Agreement and/or any litigation which may arise as a result
      thereof, or from providing ongoing representation of the Company and the Selling
      Stockholders as to any and all matters of whatever nature from and after the
      execution of this Agreement, including but not limited to matters pertaining
      to
      the consummation of the transactions contemplated hereby, general representation
      of the Company as to its business operations, and representation of the Selling
      Stockholders and affiliates (including but not limited to MJD Films, Inc. and
      TFM Group, L.L.C.) as to their business matters and interests. 

    


    (b) On
      July
      __, 2007 (the “Initial Closing Date”), Buyer shall: (i) pay the sum of $530,000
      in Cash to the Selling Stockholders as the initial installment of the Cash
      portion of the purchase price for the Seller Shares; and (ii) deliver all of
      the
      Buyer Shares to the Selling Stockholders (collectively, these payments and
      deliveries shall be called the “Initial Payment”). Upon receipt of such Initial
      Payment, the Selling Stockholders shall deposit the Seller Shares in Escrow
      with
      Escrow Agent. Since the Initial Payment represents $5,530,000 of the Stockholder
      Fixed Payments of $8,000,000, or 69.125% of the Stockholder Fixed Payments,
      Escrow Agent shall deliver 69.125% of the Seller Shares to Buyer at the time
      of
      the Selling Stockholders’ receipt of the Initial Payment. 

    


    (c) The
      Initial Payment is to be made by Buyer from the first $1,000,000 of funding
      it
      receives. As and when Buyer receives the second $1,000,000 of funding it is
      to
      receive, it shall remit $580,000 of such funding amount to Selling Stockholders
      as an additional part of the Stockholder Fixed Payments. Upon the Selling
      Stockholders’ receipt of such $580,000 Cash payment, Escrow agent shall remit to
      Buyer an additional 7.25% of the Seller Shares. Notwithstanding the foregoing,
      it is further agreed that if Buyer receives the second $1,000,000 of funding
      it
      is to receive in stages, rather than one lump sum, it shall remit 58% of each
      such staged funding amount to Selling Stockholders to be applied to the payment
      due under this section. Upon Selling Stockholders’ receipt of any such staged
      payment, Escrow agent shall remit to Buyer a like proportionate amount of the
      7.25% Seller Shares remittance.

    


    
      
        
        

      

      
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    (d) As
      and
      when Buyer receives the third $1,000,000 of funding it is to receive, it shall
      remit $780,000 of such funding amount to Selling Stockholders as an additional
      part of the Stockholder Fixed Payments. Upon the Selling Stockholders’ receipt
      of such $780,000 Cash payment, Escrow Agent shall remit to Buyer an additional
      9.75% of the Seller Shares. Notwithstanding the foregoing, it is further agreed
      that if Buyer receives the third $1,000,000 of funding it is to receive in
      stages, rather than one lump sum, it shall remit 78% of each such staged funding
      amount to Selling Stockholders to be applied to the payment due under this
      section. Upon Selling Stockholders’ receipt of any such staged payment, Escrow
      agent shall remit to Buyer a like proportionate amount of the 9.75% Seller
      Shares remittance.

    


    (e) As
      and
      when Buyer receives the fourth $1,000,000 of funding it is to receive, it shall
      remit $400,000 of such funding amount to Selling Stockholders as an additional
      part of the Stockholder Fixed Payments. Upon the Selling Stockholders’ receipt
      of such $400,000 Cash payment, Escrow Agent shall remit to Buyer an additional
      5% of the Seller Shares. Notwithstanding the foregoing, it is further agreed
      that if Buyer receives the fourth $1,000,000 of funding it is to receive in
      stages, rather than one lump sum, it shall remit 40% of each such staged funding
      amount to Selling Stockholders to be applied to the payment due under this
      section. Upon Selling Stockholders’ receipt of any such staged payment, Escrow
      agent shall remit to Buyer a like proportionate amount of the 5% Seller Shares
      remittance.

    


    (f) As
      and
      when Buyer receives the fifth $1,000,000 of funding it is to receive, it shall
      remit $420,000 of such funding amount to Selling Stockholders as an additional
      part of the Stockholder Fixed Payments. Upon the Selling Stockholders’ receipt
      of such $420,000 Cash payment, Escrow Agent shall remit to Buyer an additional
      5.25% of the Seller Shares. Notwithstanding the foregoing, it is further agreed
      that if Buyer receives the fifth $1,000,000 of funding it is to receive in
      stages, rather than one lump sum, it shall remit 42% of each such staged funding
      amount to Selling Stockholders to be applied to the payment due under this
      section. Upon Selling Stockholders’ receipt of any such staged payment, Escrow
      agent shall remit to Buyer a like proportionate amount of the 5.25% Seller
      Shares remittance.

    


    (g) As
      and
      when Buyer receives the sixth $1,000,000 of funding it is to receive, it shall
      remit $290,000 of such funding amount to Selling Stockholders as an additional
      part of the Stockholder Fixed Payments. Upon the Selling Stockholders’ receipt
      of such $290,000 Cash payment, Escrow Agent shall remit to Buyer the remaining
      3.625% of the Seller Shares. Notwithstanding the foregoing, it is further agreed
      that if Buyer receives the sixth $1,000,000 of funding it is to receive in
      stages, rather than one lump sum, it shall remit 29% of each such staged funding
      amount to Selling Stockholders to be applied to the payment due under this
      section. Upon Selling Stockholders’ receipt of any such staged payment, Escrow
      agent shall remit to Buyer a like proportionate amount of the 3.625% Seller
      Shares remittance.

    


    (h) If
      Buyer
      does not make its required payments of Cash and deliveries of Buyer Shares
      as
      required on the Initial Closing Date, the Sellers may terminate this
      Agreement.

    


    
      
        
        

      

      
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    (i) If
      the
      payments of Cash and delivery of Buyer Shares required on the Initial Closing
      Date are made, but if the Selling Stockholders have not received the balance
      of
      the full $3,000,000 Cash payments by the Expiration Date, then:

    


    (i) Buyer
      shall give the Selling Stockholders a promissory note (“Note”) for the balance
      of such $3,000,000 Cash payments which has not been made. The principal amount
      of the Note outstanding from time to time shall be subject to a penalty at
      the
      annual rate of fifteen (15%) percent from the date of the Note through the
      date
      on which the principal balance is repaid. Penalties accrued on the Note shall
      be
      payable on a monthly basis on the last day of each month and calculated on
      the
      basis of actual days. All dividends and distributions to be made by the Company
      to Buyer shall be paid over to Selling Stockholders to be applied to principal
      and penalties on the Note until the Note (principal plus penalties) is paid
      in
      full;

    


    (ii) Until
      the
      Note is paid in full (principal plus penalties), all dividends and other
      distributions to stockholders of the Company shall be paid 50.1% to Buyer (to
      be
      paid over to Selling Stockholders as set forth in (i) above) and 49.9% to the
      Selling Stockholders, regardless of actual stock ownership in the Company.
      Buyer
      shall not receive any distributions, payments or other amounts from Company
      unless Selling Stockholders receive payments in the aforesaid 50.1% to 49.9%
      ratio therefrom;

    


    (iii) Once
      the
      Note is paid in full (principal plus penalties), the remaining Seller Shares
      in
      Escrow shall be delivered to Buyer and the distributions under (ii) above shall
      cease.

    


    
      	(j)  	
              As
                to each of the payments to be made to Selling Stockholders under
                (c), (d),
                (e), (f), and (g) above, Buyer
                shall:

            


    

    


    (i)  notify
      Selling Stockholders once every five (5) Business Days as to its receipt of
      funding amounts which are subject to such subsections; and

    


    (ii)  make
      required payments to Selling Stockholders of amounts owed under such subsections
      every five (5) Business Days when there are funds available from which to make
      such payments.

     

    1.2 Line
      of Credit and Contingent Payments.

    


    (a) Buyer
      agrees that, as part of the consideration for the transactions contemplated
      hereby, it will cause to be provided to the Company on or before the Expiration
      Date a $1,500,000.00 line of credit bearing an interest rate of no greater
      than
      twelve percent (12%) per annum. The Company shall be entitled to draw upon
      and
      utilize the line of credit in connection with the operation of its
      business.

    


    
      
        
        

      

      
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    (b) It
      is
      also understood and agreed by and among the parties hereto that the Selling
      Stockholders shall be entitled to, and shall be paid, contingent payments during
      each of the three (3) years following the Expiration Date, which contingent
      payments shall be in the amounts, and made at the times and in the manner,
      more
      particularly set forth on Schedule A
      attached
      hereto and by this reference made a part hereof. Notwithstanding the foregoing,
      however, in the event the Selling Stockholders do not receive the full
      $3,000,000 in Cash payments by the Expiration Date such that the Note is
      required under Section 1.1(i), the contingent payments shall be extended
      and shall continue to be made in the amounts, and on the same basis, provided
      for on Schedule A until the date which is three (3) years from the date the
      Note is paid in full.

    


    1.3 INTENTIONALLY
      DELETED.

    


    1.4 Voting
      of Seller Shares.
      Seller
      Shares shall be voted by the owners thereof at the time of the respective vote.
      To the extent Seller Shares remain in Escrow or are otherwise not required
      to be
      delivered to Buyer, whether due to Buyer’s default or otherwise, the Selling
      Stockholders shall be entitled to vote the same. If the provisions of Section
      1.1(i) are in effect, however, the Selling Stockholders shall have 49.9% and
      the
      Buyer shall have 50.1% of all voting rights on all matters, regardless of actual
      stock ownership in the Company, until the Note is paid in full and all Seller
      Shares have been delivered to Buyer.

    


    


    1.5 Conditions
      to Obligations of the Buyer.
      The
      obligations of the Buyer under this Agreement shall be subject to each of the
      following conditions:

     

    (a) Deliveries.
      Before
      the Initial Closing Date, the Sellers shall have delivered or caused to be
      delivered to the Buyer this Agreement duly executed by the Sellers. At the
      Initial Closing Date, the Sellers shall have delivered or caused to be delivered
      the following:

     

    (i) to
      the
      Escrow Agent, in Escrow, a copy of the irrevocable transfer instructions
      delivered to the Company’s transfer agent directing the transfer and issuance of
      the Seller Shares to the Buyer in accordance with the Escrow requirements set
      forth above,

     

    (ii) to
      the
      Escrow Agent, in Escrow, stock certificates representing the Seller Shares
      owned
      by the Selling Stockholders;

     

    (iii) to
      the
      Buyer, a copy of the resolutions of the board of directors and stockholders
      of
      the Company, in form satisfactory to counsel for the Buyer, authorizing
      execution and performance of this Agreement;

     

    (iv) to
      the
      Buyer, the certificate of good standing, minute book and corporate records
      of
      the Company;

     

    (iv)
       to
      the
      Buyer, a copy of all Contracts set forth on Schedule
      B,
      and

     

    (vi) such
      other documents as the Buyer or its counsel may reasonably request in connection
      with the transactions contemplated hereby.

     

    (b) After
      Initial Closing Date Deliveries or Actions.
      

    


    (i) Employment
      and Non-Competition Agreements.
      Within
      five (5) days after the Initial Closing Date, the Selling Stockholders shall
      deliver to Buyer their duly executed Employment and Non-Competition Agreements
      referred to in Section 4 below.

    


    
      
        
        

      

      
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    (ii) Financial
      Information.
      By the
      Expiration Date, the Selling Stockholders shall deliver to Buyer the Company’s
      state and federal tax returns for the 2006 fiscal year. The Selling Stockholders
      shall pay all tax liabilities of the Company arising and relating to all periods
      of time through June 30, 2007 (as provided in Section 2.6(d) and 2.15 below).
      The Sellers shall deliver audited financial statements to Buyer within sixty
      (60) days of the Initial Closing Date. 

    


    (iii) Debt
      and Liabilities.
      Within
      five (5) days after Selling Stockholders shall have received the last of the
      required Stockholder Cash payments, the Selling Stockholders shall pay off,
      or
      reimburse the Company for its payment of, any and all outstanding debt,
      liabilities or other indebtedness of the Company that was outstanding at Initial
      Closing Date, excluding contingent liabilities under the Contracts (which shall
      be Company’s responsibility per Section 2.6(d) below) and excluding any
      liabilities described in Section 2.6 (d)(ii) below, but including but not
      limited to:

    


    (A) The
      approximately $6,700 liability owed to a programming company;

    


    (B) The
      $15,500 owed to Rick Catinella as described below; and

    


    (C) Tax
      liabilities of the Company, if any, as set forth in Sections 2.6(d) and
      2.15(a) below.

    


    (iv) Qualification
      to Do Business.
      By the
      Expiration Date, the Selling Stockholders shall, at Sellers’ expense, cause the
      Company to become duly qualified and in good standing to do business in the
      State of Florida.

    


    (c) Truthfulness
      and Accuracy of Representations and Warranties.
      The
      representations and warranties of the Sellers contained herein shall be true
      in
      all material respects at the Initial Closing Date, with the same effect as
      though made at such time. The Sellers shall have performed in all material
      respects all obligations and complied in all material respects with all
      covenants and conditions required by this Agreement to be performed or complied
      with by the Initial Closing Date.

    


    (d) Performance
      of Obligations of the Sellers.
      The
      Sellers shall have performed all agreements and covenants required to be
      performed by them under this Agreement by the Initial Closing Date.

    


    (e) Governmental
      Approvals.
      All
      consents of governmental entities legally required by the Sellers for the
      transactions contemplated by this Agreement shall have been filed, occurred,
      or
      been obtained, by the Initial Closing Date.

    


    (f) Consents
      of Other Third Parties.
      The
      Sellers shall have received and delivered to the Buyer by the Initial Closing
      Date all requisite consents and approvals of all lenders, lessors, and other
      third parties whose consent or approval is required in order for the Sellers
      to
      consummate the transactions contemplated by this Agreement, or in order to
      permit the continuation after the Initial Closing Date of the business
      activities of the Company in the manner such business is presently carried
      on by
      it. The Buyer shall have received copies of any necessary written consent(s)
      to
      this Agreement and the transactions contemplated herein.

    


    
      
        
        

      

      
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    1.6
       Buyer
      shall be entitled to obtain, during the sixty (60) days after the Initial
      Closing Date, at Buyer’s expense, a written appraisal of the valuation of the
      Company by a certified independent business appraiser or Halpern Capital, Inc.
      in form satisfactory to counsel for the Buyer

    


    1.7
       Conditions
      to Obligations of the Sellers.
      The
      obligations of the Sellers under this Agreement shall be subject to each of
      the
      following conditions:

     

    (a) Initial
      Closing Date Deliveries.
      At the
      Initial Closing Date, the Buyer shall have delivered or caused to be delivered
      to the Selling Stockholders the following:

     

    (i)this
      Agreement, duly executed by the Buyer;

     

    (ii)good
      funds in the amount of Five Hundred Thirty Thousand Dollars ($530,000);


     

    (iii) the
      Buyer
      Shares; and 

     

    (iv) such
      other documents as the Selling Stockholders or their counsel may reasonably
      request in connection with the transactions contemplated hereby.

     

    (b) Payment
      Terms.
      After
      the Initial Closing Date, the Buyer shall comply with the payment terms set
      forth in Sections 1.1 and 1.2 above.

    


    (c) Truthfulness
      and Accuracy of Representations and Warranties.
      The
      representations and warranties of the Buyer contained herein shall be true
      in
      all material respects at the Initial Closing Date, with the same effect as
      though made at such time. The Buyer shall have performed in all material
      respects all obligations and complied in all material respects with all
      covenants and conditions required by this Agreement to be performed or complied
      with by it at or prior to the Initial Closing Date.

    


    (d) Performance
      of Obligations of the Buyer.
      The
      Buyer shall have performed all agreements and covenants required to be performed
      by it under this Agreement prior to the Initial Closing Date.

    


    SECTION
      2

    REPRESENTATIONS
      AND WARRANTIES

    OF
      THE SELLERS

    


    2. Representations
      and Warranties of the Sellers.
      The
      Company and Selling Stockholders, individually and collectively, except as
      otherwise expressly provided below, hereby represent and warrant to the Buyer
      as
      follows:

    


    
      
        
        

      

      
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    2.1 Organization,
      Standing, Power.
      The
      Company is a corporation duly organized, validly existing, and in good standing
      under the laws of the State of Nevada. The Company has all requisite corporate
      power, franchises, licenses, permits, and authority to own its properties and
      assets and to carry on its business as it has been and is being conducted.
      The
      Company has a temporary office in California, and the Company has an office
      in
      Florida. Operations of the Company are conducted primarily out of Florida.
      The
      Company has not qualified to do business in either California or Florida at
      this
      time. Thus far, the Company has engaged only in the business of entering into
      the Contracts listed on Schedule B, performing its activities required
      thereunder to date, and engaging in activities associated with obtaining the
      Patent Pending. As a result, to the best knowledge of the Selling Stockholders,
      the Company’s failure to have duly qualified in California and Florida at this
      time will not have a Material Adverse Effect (as defined below) on the Company.
      For purposes of this Agreement, the term “Material Adverse Effect” means any
      change or effect that, individually or when taken together with all other such
      changes or effects, is or is reasonably likely to be materially adverse to
      the
      business, assets (including intangible assets), financial condition, or results
      of operations of the entity. 

    


    2.2 Authority.
      Each
      Seller has full power and authority (including full corporate power and
      authority, if applicable) to execute and deliver this Agreement or any other
      document or instrument contemplated hereby or thereby (collectively, the
“Transaction Documents”), and to perform its obligations under any Transaction
      Document. The Transaction Documents constitute valid and legally binding
      obligations of the Selling Stockholders, enforceable in accordance with the
      terms and conditions thereof. Each Seller has all requisite power and authority
      to enter into this Agreement and to consummate the transactions contemplated
      hereby. The execution and delivery by the Sellers of the Transaction Documents
      and the consummation of the transactions contemplated thereby have been duly
      authorized by all necessary action on the parts of the Sellers. Neither the
      execution and the delivery of any Transaction Document by the Sellers, nor
      the
      consummation of the transactions contemplated thereby, will (i) violate any
      constitution, statute, regulation, rule, injunction, judgment, order, decree,
      ruling, charge, or other restriction of any government, governmental agency,
      or
      court to which either the Company is subject or any provision of the charter
      or
      bylaws of the Company, or (ii) conflict with, result in a breach of, constitute
      a default under, result in the acceleration of, create in any party the right
      to
      accelerate, terminate, modify, or cancel, or require any notice under any
      agreement, contract, lease, license, instrument, or other arrangement to which
      the Company is a party or by which it is bound or to which any of its Assets
      is
      subject (or result in the imposition of any security interest upon any of its
      Assets). To the knowledge of the Sellers, and other than in connection with
      the
      provisions of the Nevada Revised Statutes, the Securities Exchange Act of 1934
      (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities
      Act”), and any state securities laws, neither the Company nor any Selling
      Stockholder needs to give any notice to, make any filing with, or obtain any
      authorization, consent, or approval of any government or governmental agency
      in
      order for the Sellers to consummate the transactions contemplated by the
      Transaction Documents. Notwithstanding anything to the contrary herein above
      set
      forth, it is recognized and understood that each of the Selling Stockholders,
      as
      to the representations and warranties set forth in this Agreement which relate
      personally to a Selling Stockholder as opposed to the Company, is making such
      representations and warranties only as to himself. No Selling Stockholder shall
      have any liability for any misrepresentation made by any other of the Selling
      Stockholders insofar as such representations and warranties relate to such
      matters which are personal to a Selling Stockholder. The foregoing limitation
      does not apply to representations and warranties concerning the Company and
      its
      status.

    


    
      
        
        

      

      
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    2.3 Capitalization
      of the Company.

    


    (a) As
      of
      Initial Closing Date, the entire authorized capital stock of the Company
      consists of 75,000,000 of shares of common stock, $0.001 par value (the “Common
      Stock”). There are 75,000,000 shares of Common Stock issued and outstanding.
      There are zero shares of Common Stock held in treasury. At the Initial Closing
      Date, all of the Seller Shares purchased hereunder, are and shall have been
      duly
      authorized and will be validly issued, fully paid, and non-assessable. The
      Company has no Preferred Stock.

    


    (b) As
      of the
      Initial Closing Date: (i) there will be no outstanding or authorized options,
      warrants, purchase rights, subscription rights, conversion rights, exchange
      rights, or other contracts or commitments that could require the Company to
      issue, sell, or otherwise cause to become outstanding any of its capital stock
      other than the Seller Shares and (ii) there will be no outstanding or authorized
      stock appreciation, phantom stock, profit participation, or similar rights
      with
      respect to the Company. The Seller Shares are free of restrictions on transfer
      other than restrictions on transfer under applicable state and federal
      securities laws. The Seller Shares shall be issued in a private transaction
      and
      consequently will be deemed to be “restricted Securities” as set forth in Rule
      144 promulgated under the Securities Act.

    


    (c) The
      Company does not have outstanding any bonds, debentures, notes, or other
      indebtedness the holders of which have the right to vote (or which is
      convertible or exercisable into securities having the right to vote) with
      holders of the capital stock of the Company on any matter.

    


    (d) None
      of
      the Sellers are a party or subject to any agreement or understanding, and,
      to
      the best of each Sellers' knowledge, there is no agreement or understanding
      between any persons and/or entities, which affects or relates to (i) the voting
      with respect to any security of the Company or (ii) the giving of written
      consents by any shareholder or director of the Company.

    


    (e) The
      Company has not granted or agreed to grant any registration rights, including
      piggyback rights, to any person or entity.

    


    2.4 Subsidiaries.
      The
      Company does not, directly or indirectly, (a) own, of record or beneficially,
      or
      own or hold the right to acquire, any outstanding voting or equity securities
      or
      other voting or equity interests in any corporation, partnership, joint venture
      or other entity or (b) otherwise control any such corporation, partnership,
      joint venture or other entity.

    


    2.5 Financial
      Statements.
      The
      Sellers have never obtained any audited financial statements of the Company.
      Notwithstanding the foregoing, the Sellers shall have the obligation to deliver
      audited financials of the Company within sixty (60) days of the Initial Closing
      Date. All financial information the Sellers have provided to the Buyer in the
      past, including but not limited to the financial statement compilation attached
      hereto as Schedule
      D (the
      “Compilation”), is complete and accurate. 

    


    2.6 Assets
      and Liabilities.
      

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (a) The
      Company’s Assets consist of the following:

    


    (i) The
      Contracts and Agreements (the “Contracts”) set forth on
      Schedule B;

    


    (ii) The
      Patent Pending discussed in 2.8 below;

    


    (iii) Receivables,
      if any, due or to become due under the Contracts.

    


    (b) The
      Assets of the Company are not subject to any pledges, security interests,
      mortgages, hypothecations or other encumbrances.

    


    (c) The
      Company’s liabilities (except as otherwise set forth in this Agreement) consist
      of:

    


    (i) The
      approximate $6,700 and $15,500 liabilities discussed in Section 1.5(b)(iii)
      above; 

    


    (ii) Contingent
      liabilities under the Contracts; and

    


    (iii) Possible
      tax liabilities as described in 2.15 below.

    


    (d) The
      Selling Stockholders shall pay those liabilities they are to pay pursuant to
      the
      provisions of Section 1.5(b)(iii) above. The Company shall continue to be
      liable for the contingent liabilities under the Contracts and none of the
      Selling Stockholders shall have any personal liabilities or obligations relating
      thereto. The Selling Stockholders shall be liable for any fixed liabilities
      under the Contracts relating to periods prior to the Initial Closing Date.
      The
      Selling Stockholders shall pay all tax liabilities of the Company arising and
      relating to all periods of time through June 30, 2007. The Selling
      Stockholders shall have no personal liability of any nature for any tax
      liabilities of the Company, however arising or occurring, to the extent the
      same
      arise, occur or relate to any time period subsequent to June 30, 2007. To
      the best of each Sellers’ knowledge and belief, the Company does not have any
      liabilities or obligations (whether absolute, accrued, or contingent) except:
      (i) liabilities as described in Section 2.6(c) or (ii) liabilities that are
      accrued or reserved against in the Company’s financial statements (including but
      not limited to the approximate $4,755 in “Channel Payouts” listed in the
      Compilation). 

    


    2.7 Absence
      of Changes.
      To the
      best of each Sellers’ knowledge and belief, since June 30, 2007, the Company has
      conducted its business in the ordinary course and there has not been: (i) any
      Material Adverse Effect on the business, financial condition, liabilities,
      or
      assets of the Company or any development or combination of developments of
      which
      management of the Company has knowledge which is reasonably likely to result
      in
      such an effect; (ii) any damage, destruction, or loss, whether or not covered
      by
      insurance, having a Material Adverse Effect on the Company; (iii) any
      declaration, setting aside or payment of any dividend or other distribution
      (whether in cash, stock, or property) with respect to the capital stock of
      the
      Company; (iv) any increase or change in the compensation or benefits payable
      or
      to become payable by the Company to any of their employees, except in the
      ordinary course of business consistent with past practice; (v) any sale, lease,
      assignment, disposition, or abandonment of a material amount of property of
      the
      Company, except in the ordinary course of business; (vi) any increase or
      modification in any bonus, pension, insurance, or other employee benefit plan,
      payment, or arrangement made to, for, or with any of their employees; (vii)
      the
      granting of stock options, restricted stock awards, stock bonuses, stock
      appreciation rights, and similar equity based awards; (viii) any resignation
      or
      termination of employment of any office of the Company; and the Sellers, to
      the
      best of their knowledge, do not know of the impending resignation or termination
      of employment of any such office; (ix) any merger or consolidation with another
      entity, or acquisition of assets from another entity except in the ordinary
      course of business; (x) any loan or advance by the Company to any person or
      entity, or guaranty by the Company of any loan or advance; (xi) any amendment
      or
      termination of any contract, agreement, or license to which any the Company
      is a
      party, except in the ordinary course of business; (xii) any mortgage, pledge,
      or
      other encumbrance of any Asset of the Company; (xiii) any waiver or release
      of
      any right or claim of the Company, except in the ordinary course of business;
      (xiv) any write off as uncollectible any note or account receivable or portion
      thereof; or (xv) any agreement by the Company to do any of the things described
      in this Section 2.7.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    2.8 Intellectual
      Property.
      The
      Company has a patent pending on a limited text messaging process as shown in
      the
      materials attached hereto as Schedule C (the
      “Patent Pending”). None of the Sellers make any warranty or representation
      concerning whether any patent will ever be issued in connection with or as
      a
      result of the Patent Pending. The Buyer may contact the patent attorneys
      identified in the materials provided in Schedule C to discuss the status of
      the Patent Pending. The Company owns no other patents, trademarks, service
      marks, trade names, copyrights, trade secrets, information, or other proprietary
      property (collectively, “Intellectual Property”). The Company has not received
      any communications alleging that it has violated or, by conducting its business,
      would violate any of the Intellectual Property of any other person or entity.
      The Company is not aware that any of its employees is obligated under any
      contract (including licenses, covenants, or commitments of any nature) or other
      agreement, or subject to any judgment, decree, or order of any court or
      administrative agency, that would interfere with the use of his best efforts
      to
      promote the interests of the Company or that would conflict with the Company’s
      business as conducted. Neither the execution or delivery of the Transaction
      Documents, nor the carrying on of the Company’s business by its respective
      employees, nor the conduct of the Company’s business, will, to the best of each
      Sellers' knowledge, conflict with or result in a breach of the terms, conditions
      or provisions of, or constitute a default under, any contract, covenant, or
      instrument under which any of such employees is now obligated.

    


    2.9 Certain
      Agreements.
      To the
      best of each Sellers' knowledge and belief, except as provided in this Agreement
      as to payments and deliveries to Selling Stockholders and as provided in the
      Employment Agreements, neither the execution and delivery of the Transaction
      Documents nor the consummation of the transactions contemplated thereby will:
      (i) result in any payment (including, without limitation, severance,
      unemployment compensation, parachute payment, bonus, or otherwise), becoming
      due
      to any director, employee, or independent contractor of any of the Sellers,
      from
      any other party under any agreement or otherwise; (ii) materially increase
      any
      benefits otherwise payable under any agreement; or (iii) result in the
      acceleration of the time of payment or vesting of any such
      benefits.

    


    2.10 Employee
      Benefit Plans.
      The
      Company has no employee benefit plans (including without limitation all plans
      which authorize the granting of stock options, restricted stock, stock bonuses,
      or other equity based awards) covering active, former, or retired employees.
      

    


    2.11 INTENTIONALLY
      DELETED.
      

    


    2.12 Inventory.
      The
      Company does not have any inventory. 

    


    2.13 Major
      Contracts.
      Except
      for the Contracts and/or as otherwise disclosed in the Transaction Documents,
      the Company is not a party or subject to any other contract or agreement of
      any
      kind which could have a Material Adverse Effect.

    


    To
      the
      knowledge of the Selling Stockholders, all Contracts are valid and in full
      force
      and effect and neither the Company nor any other party thereto, has breached
      any
      material provisions of, or is in default in any material respect under the
      terms
      thereof.

    


    2.14 Leases.
      The
      Company is not a party to any real property lease. Offices it occupies are
      currently occupied through permissive occupancy arrangements. 

    


    2.15 Taxes.
      Except
      as set forth elsewhere in the Transaction Documents, and in reliance upon the
      Company’s auditing/tax preparation firms, to the knowledge of the Selling
      Stockholders:

    


    (a) All
      taxes, assessments, fees, penalties, interest, and other governmental charges
      with respect to the Sellers which have become due and payable with respect
      to
      the period ending December 31, 2006 have been paid in full or adequately
      reserved against by the Sellers. The Selling Stockholders shall be responsible
      for paying all taxes, assessments, fees, penalties, interest and other
      governmental charges which shall apply to the Company by reason of its
      operations through June 30, 2007 at the time and in the manner set forth
      above. Any and all taxes, assessments, fees, penalties, interest and other
      governmental charges which apply to the Company and relate to any periods of
      time after June 30, 2007, shall remain the liability of the Company and the
      Selling Stockholders shall have no liability of any nature with respect
      thereto;

    


    (b) There
      are
      no liens for taxes upon the Assets except for taxes that are not yet payable.
      The Company has withheld all taxes required to be withheld in respect of wages,
      salaries, and other payments to all employees, officers, and directors and
      timely paid, or will pay, all such amounts withheld prior to July 1, 2007
      to the proper taxing authority.

    


    2.16 Disputes
      and Litigation
      There is
      no suit, claim, action, litigation, or proceeding pending or, to the knowledge
      of the Sellers, threatened against or affecting Company, or any of its Assets
      or
      to which Company is a party, in any court or before any arbitrator of any kind
      or before or by any governmental entity, nor is there any judgment, decree,
      injunction, rule, or order of any governmental entity or arbitrator outstanding
      against the Company. To the knowledge of the Sellers, there is no investigation
      pending or threatened against the Company before any foreign, federal, state,
      municipal, or other governmental department, commission, board, bureau, agency,
      instrumentality, or other governmental entity.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    2.17 Compliance
      with Laws.
      To the
      best of each Seller’s knowledge and belief, (i) the Company’s business is not
      being conducted in violation of, or in a manner which could cause liability
      under any applicable law, rule, or regulation, judgment, decree, or order of
      any
      governmental entity (other than any liability which could be associated with
      the
      failure to qualify to do business in Florida and California as aforesaid).
      The
      Company has all franchises, permits, licenses, and any similar authority (other
      than qualification to do business authority in California and Florida) necessary
      for the conduct of its business as now being conducted by it, and, to the best
      of each Seller’s knowledge and belief, except as aforesaid, the Company is not
      in default in any material respect under any of such franchises, permits,
      licenses, or other similar authority.

    


    2.18 Related
      party Transactions.
      No
      Company employee, officer, or director nor member of his or her immediate family
      is indebted to the Company, nor is the Company indebted (or committed to make
      loans or extend or guarantee credit) to any Company employee, officer or
      director, except that the Company is indebted to Rick Catinella in the amount
      of
      $15,500.00 for certain advances and credit card transactions. No Company
      employee, officer, or director has any direct or indirect ownership interest
      in
      any firm or corporation with which the Company is affiliated or with which
      the
      Company has a business relationship, or any firm or corporation that competes
      with the Company, except that employees, officers, or directors of the Company
      and members of their immediate families may own stock in publicly traded
      companies that may compete with the Company, and except that Rick Catinella
      and
      Roy Sciacca are principals, officers and directors of MJD Films, Inc. and TFM
      Group, L.L.C. No member of the immediate family of any Company employee, officer
      or director is directly or indirectly interested in any material contract with
      the Company.

    


    2.19 INTENTIONALLY
      DELETED.
      

    


    2.20 Minute
      Books.
      The
      minute books of the Company provided to the Buyer contains a complete summary
      of
      all meetings of directors and shareholders since the time of incorporation
      and
      reflects all transactions referred to in such minutes accurately in all material
      respects. 

    


    2.21 Disclosure.
      No
      representation or warranty made by any of the Sellers in this Agreement, nor
      any
      document, written information, statement, financial statement, certificate,
      or
      exhibit prepared and furnished or to be prepared and furnished by the Sellers
      or
      their representatives pursuant hereto or in connection with the transactions
      contemplated hereby, when taken together, contains any untrue statement of
      a
      material fact, or omits to state a material fact necessary to make the
      statements or facts contained herein or therein not misleading in light of
      the
      circumstances under which they were furnished, to the best of each of the
      Sellers' knowledge and belief.

    


    2.22 Reliance;
      Survival.
      The
      foregoing representations and warranties are made by each Seller with the
      knowledge and expectation that the Buyer is placing reliance thereon. Each
      Seller agrees that all representations and warranties made by the Sellers in
      this Agreement shall survive the consummation of the Initial Closing
      Date.

     

    
 

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    2.23 Board
      and Stockholder Approval.
      The
      Sellers represent and warrant (i) that they have complied with all the
      requirements of the general corporation law of the Nevada Revised Statutes
      relative to board and stockholder approval for the sale of the Seller Shares
      and
      Assets and (ii) that the principal terms of the sale as set forth in this
      Agreement were duly and legally:

     

    (a)
      Approved by the Company’s board of directors on July 19, 2007, and

     

    (b)
      Approved by the outstanding voting shares of the Company on July 19,
      2007.

    


    SECTION
      3

    REPRESENTATIONS
      AND WARRANTIES OF THE BUYER

    


    3. Representations
      and Warranties of the Buyer.
      The
      Buyer hereby represents and warrants to the Sellers as follows:

    


    3.1 Organization
      and Capital Structure.
      The
      Buyer is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has full corporate power and
      authority to carry on its business as now conducted.

    


    3.2 Authorization.
      The
      Buyer has full corporate power and authority to enter into the Transaction
      Documents, to consummate the transactions contemplated thereby and to comply
      with the terms, conditions and provisions hereof and thereof. The execution,
      delivery and performance by the Buyer of each of the Transaction Documents,
      and
      the actions to be taken by the Buyer contemplated thereby have been duly and
      validly authorized by the Board of Directors of the Buyer and no other corporate
      proceedings on the part of the Buyer are necessary with respect thereto. Each
      of
      the Transaction Documents constitutes the valid and binding obligations of
      the
      Buyer, in each case enforceable in accordance with its terms.

    


    3.3 Non-Contravention.
      Neither
      the execution or delivery of the Transaction Documents by the Buyer, nor the
      consummation of the transactions contemplated thereby by the Buyer, will (i)
      conflict with or result in the breach of any term or provision of, or constitute
      a default under, the articles of incorporation or bylaws of the Buyer or any
      material agreement, instrument or indenture to which the Buyer is a party or
      by
      which it is bound; (ii) violate any order, writ, injunction, decree, statute,
      rule or regulation applicable to the Buyer; or (iii) require, as of the date
      hereof, the approval, consent, waiver, authorization or act of, or the making
      by
      the Buyer of any declaration, filing or registration with, any third party
      or
      any governmental body and such other consents, orders, authorizations,
      registrations, declarations and filings the failure of which to be obtained
      or
      made would not, individually or in the aggregate, have a Material Adverse Effect
      on the Buyer, materially impair the ability of the Buyer to perform its
      obligations hereunder or prevent the consummation of any of the transactions
      contemplated hereby.

    


    3.4 Buyer
      Shares.
      The
      Buyer Shares shall be issued to Selling Stockholders free and clear of any
      and
      all liens, claims, pledges, security interests, chattel mortgages,
      hypothecations and other encumbrances of any and every nature. All Buyer Shares
      shall be fully paid and non-assessable. All Buyer Shares shall be of like kind,
      and have all voting, dividend and other rights, as all other common stock issued
      at any time by Buyer. This warranty shall be true and correct as of the Initial
      Closing Date.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    SECTION
      4

    COVENANTS

    


    4.
       Covenants.
      In
      connection with the sale and purchase of the Seller Shares and Assets, the
      parties hereby covenant as follows: 

    


    4.1
       Employment
      Agreements.
      Aric
      Gastwirth, Rick Catinella and Roy A. Sciacca shall execute and deliver
      employment agreements to the Company (“Employment Agreements”) pursuant to which
      Mr. Gastwirth, Mr. Catinella and Mr. Sciacca shall agree to provide their
      personal services to the Company upon the terms and conditions of the Employment
      Agreements, at the time provided for in Section 1.5(b)(i) above.

    


    4.2 Non-Compete
      Agreements.
      The
      Selling Stockholders are executing and delivering non-compete agreements to
      the
      Company (“Non-Compete Agreements”) pursuant to which the Selling Stockholders
      shall agree not to compete with the Company upon the terms and conditions of
      the
      Non-Compete Agreement for a term of three (3) years, at the time provided for
      in
      Section 1.5(b)(i) above. Activities of Rick Catinella and Roy Sciacca for MJD
      Films, Inc. and TFM Group, L.L.C. shall not be affected or impaired under such
      Non-Compete Agreements.

    


    4.3 Contracts.
      The
      Sellers hereby agree to deliver to the Buyer all executed Contracts at the
      Initial Closing Date and to deliver any new contracts or agreements executed
      by
      the Company to Buyer thereafter. The parties agree that this Section 4.3 shall
      survive the consummation of the Initial Closing Date.

    


    4.4 Other
      Agreements.
      There
      are various partner agreements between the Buyer and the Company (“Other
      Agreements”), and both the Buyer and the Company agree to work cooperatively to
      market, sell and introduce the Company’s services until the acquisition
      contemplated by this Agreement is completed or until each such Other Agreement
      expires or is terminated by the parties.

    


    SECTION
      5

    INDEMNIFICATION

    


    5.1 Indemnification
      by Company and Selling Stockholders.
      The
      Company and Selling Stockholders, jointly and severally, hereby agree to
      indemnify and hold harmless the Buyer and its respective affiliates, officers,
      directors, partners, members, managers, stockholders, employees, and agents
      from
      and against any and all losses, claims, damages, judgments, penalties,
      liabilities, and deficiencies, and agrees to reimburse the Buyer for all
      reasonable out-of-pocket expenses (including reasonable fees and expenses of
      legal counsel), in each case promptly as incurred by the other, to the extent
      arising out of or in connection with: (i) any material misrepresentation,
      omission, or material breach of any of the Company’s or Selling Stockholders’
representations or warranties contained in this Agreement; or (ii) any failure
      by the Company or Selling Stockholders to perform any of their covenants,
      agreements, undertakings, or obligations set forth in this Agreement or any
      ancillary agreement hereto. 

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    5.2 Indemnification
      by Buyer.
      The
      Buyer hereby agrees to indemnify and hold harmless the Company and Selling
      Stockholders and their respective affiliates, officers, directors, partners,
      members, managers, stockholders, employees, and agents from and against any
      and
      all losses, claims, damages, judgments, penalties, liabilities, and
      deficiencies, and agrees to reimburse the other for all reasonable out-of-pocket
      expenses (including reasonable fees and expenses of legal counsel), in each
      case
      promptly as incurred by the other, to the extent arising out of or in connection
      with: (i) any material misrepresentation or material breach of any of the
      Buyer’s representations or warranties contained in this Agreement; or (ii) any
      failure by the Buyer to perform any of its covenants, agreements, undertakings,
      or obligations set forth in this Agreement or any ancillary agreement
      hereto.

    


    ARTICLE
      6

    DEFAULT,
      AMENDMENT AND WAIVER

    


    6.1 Default.
      Upon a
      breach or default under this Agreement by any party hereto (following the cure
      period provided herein), the non-defaulting party shall have all rights and
      remedies given hereunder or now or hereafter existing at law or in equity or
      by
      statute or otherwise. Notwithstanding the foregoing, in the event of a breach
      or
      default by any party hereto in the observance or in the timely performance
      of
      any of its obligations hereunder which is not waived by the non-defaulting
      party, such defaulting party shall have the right to cure such default within
      15
      days after receipt of notice in writing of such breach or default.

    


    6.2 Waiver
      and Amendment.
      Any
      term, provision, covenant, representation, warranty, or condition of this
      Agreement may be waived, but only by a written instrument signed by the party
      entitled to the benefits thereof. The failure or delay of any party at any
      time
      or times to require performance of any provision hereof or to exercise its
      rights with respect to any provision hereof shall in no manner operate as a
      waiver of or affect such party's right at a later time to enforce the same.
      No
      waiver by any party of any condition, or of the breach of any term, provision,
      covenant, representation, or warranty contained in this Agreement, in any one
      or
      more instances, shall be deemed to be or construed as a further or continuing
      waiver of any such condition or breach or waiver of any other condition or
      of
      the breach of any other term, provision, covenant, representation, or warranty.
      No modification or amendment of this Agreement shall be valid and binding unless
      it be in writing and signed by all parties hereto.

    


    ARTICLE
      7

    MISCELLANEOUS

    


    7.1 Expenses.
      Whether
      or not the transactions contemplated hereby are consummated, each of the parties
      hereto shall bear all taxes of any nature (including, without limitation,
      income, franchise, transfer, and sales taxes) and all fees and expenses relating
      to or arising from its compliance with the various provisions of this Agreement
      and such party's covenants to be performed hereunder, and except as otherwise
      specifically provided for herein, each of the parties hereto agrees to pay
      all
      of its own expenses (including, without limitation, attorneys and accountants'
      fees, and printing expenses) incurred in connection with this Agreement, the
      transactions contemplated hereby, the negotiations leading to the same and
      the
      preparations made for carrying the same into effect, and all such taxes, fees,
      and expenses of the parties hereto shall be paid prior to Closing.

    


    7.2 Notices.
      Any
      notice, request, instruction, or other document required by the terms of this
      Agreement, or deemed by any of the parties hereto to be desirable, to be given
      to any other party hereto shall be in writing and shall be given by facsimile,
      personal delivery, overnight delivery, or mailed by registered or certified
      mail, postage prepaid, with return receipt requested, to the following
      addresses:

    


    
      	 	 TO BUYER:	Global
              Realty Development Corp.	 
	 	 	
              Attn: Robert D. Kohn, Chief Executive
                Officer

              11555
                Heron Bay Boulevard Suite 200 

              Coral
                Springs, Florida 33076

              Telephone:
                 (954)
                509-9830

              Fax:
                  (954-603-0522)


               

            	 
	 	
               With a copy to:

            	
              Richardson & Patel LLP

            	 
	 	 	
              Attention: Addison K. Adams, Esq.

              10900
                Wilshire Blvd., Suite 500

              Los
                Angeles, California 90024

              Telephone:
                 (310)
                208-1182

              Fax:
                  (310)
                208-1154

            	 
	 	 	 	 
	 	TO SELLERS: 	SMS
              Text Media, Inc.	 
	 	 	
              Attn:
                Aric Gastwirth, President

              638
                Lindero Canyon, #365

              Oak
                Park, California 91377

              Telephone:
                714/508-4920

              Fax:
                714/508-4904

            	 
	 	 	 	 
	 	With a copy to:	Steven E. Schmidt, Esquire	 
	 	 	
              Kennerly, Montgomery & Finley, P.C.

              550
                Main Street, Fourth Floor

              Knoxville,
                TN 37902

              Telephone:
                865/546-7311

              Fax:
                865/524-1773

            	 


    

    
 

    The
      persons and addresses set forth above may be changed from time to time by a
      notice sent as aforesaid. If notice is given by facsimile, personal delivery,
      or
      overnight delivery in accordance with the provisions of this Section, said
      notice shall be conclusively deemed given at the time of such delivery. If
      notice is given by mail in accordance with the provisions of this Section,
      such
      notice shall be conclusively deemed given seven days after deposit thereof
      in
      the United States mail. 

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    7.3 Entire
      Agreement.
      This
      Agreement, together with the schedules and exhibits hereto, sets forth the
      entire agreement and understanding of the parties hereto with respect to the
      transactions contemplated hereby, and supersedes all prior agreements,
      arrangements and understandings related to the subject matter hereof. No
      understanding, promise, inducement, statement of intention, representation,
      warranty, covenant, or condition, written or oral, express or implied, whether
      by statute or otherwise, has been made by any party hereto which is not embodied
      in this Agreement, or in the schedules or exhibits hereto or the written
      statements, certificates, or other documents delivered pursuant hereto or in
      connection with the transactions contemplated hereby, and no party hereto shall
      be bound by or liable for any alleged understanding, promise, inducement,
      statement, representation, warranty, covenant, or condition not so set
      forth.

    


    7.4 Survival
      of Representations.
      All
      statements of fact (including financial statements) contained in the Schedules,
      the exhibits, the certificates, or any other instrument delivered by or on
      behalf of the parties hereto, or in connection with the transactions
      contemplated hereby, shall be deemed representations and warranties by the
      respective party hereunder. All representations, warranties, agreements, and
      covenants hereunder shall survive the Initial Closing Date for a period of
      twelve (12) months after the Initial Closing Date (or, in the case of agreements
      and covenants to be performed after 12 months, until the same are actually
      performed) and remain effective regardless of any investigation or audit at
      any
      time made by or on behalf of the parties or of any information a party may
      have
      in respect hereto. Consummation of the transactions contemplated hereby shall
      not be deemed or construed to be a waiver of any right or remedy possessed
      by
      any party hereto, notwithstanding that such party knew or should have known
      at
      the time of the Initial Closing Date that such right or remedy
      existed.

    


    7.5 Incorporated
      by Reference.
      The
      schedules, exhibits, and all documents (including, without limitation, all
      financial statements) delivered as part hereof or incident hereto are
      incorporated as a part of this Agreement by reference.

    


    7.6 Remedies
      Cumulative.
      No
      remedy herein conferred upon the parties is intended to be exclusive of any
      other remedy and each and every such remedy shall be cumulative and shall be
      in
      addition to every other remedy given hereunder or now or hereafter existing
      at
      law or in equity or by statute or otherwise.

    


    7.7 Execution
      of Additional Documents.
      Each
      party hereto shall make, execute, acknowledge, and deliver such other
      instruments and documents, and take all such other actions as may be reasonably
      required in order to effectuate the purposes of this Agreement and to consummate
      the transactions contemplated hereby.

    


    7.8 Finders'
      and Related Fees.
      Each of
      the parties hereto is responsible for, and shall indemnify the other against,
      any claim by any third party to a fee, commission, bonus, or other remuneration
      arising by reason of any services alleged to have been rendered to or at the
      instance of said party to this Agreement with respect to this Agreement or
      to
      any of the transactions contemplated hereby.

    


    7.9 Governing
      Law.
      This
      Agreement has been negotiated and executed in the State of Florida and shall
      be
      construed and enforced in accordance with the laws of such state.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
 

    7.10 Forum.
      Each of
      the parties hereto agrees that any action or suit which may be brought by any
      party hereto against any other party hereto in connection with this Agreement
      or
      the transactions contemplated hereby may be brought only in a federal or state
      court in Broward County, Florida.

    


    7.11 Professional
      Fees.
      In the
      event any party hereto shall commence legal proceedings against the other to
      enforce the terms hereof, or to declare rights hereunder, as the result of
      a
      breach of any covenant or condition of this Agreement, the prevailing party
      in
      any such proceeding shall be entitled to recover from the losing party its
      costs
      of suit, including reasonable attorneys' fees, accountants’ fees, and experts’
fees.

     

    7.12 Binding
      Effect and Assignment.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, administrators, legal representatives,
      and assigns.

    


    7.13 Counterparts;
      Facsimile Signatures.
      This
      Agreement may be executed simul-taneously in one or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument. The parties agree that facsimile signatures of
      this
      Agreement shall be deemed a valid and binding execution of this Agreement.
      

    


    7.14 Representation.
      The
      parties hereto agree and acknowledge that the law firm of Richardson & Patel
      LLP has represented the Buyer in preparing this Agreement. All parties to this
      Agreement have been given the opportunity to consult with counsel of their
      choice regarding their rights under this Agreement. 

    


    [Signatures
      Page Follows]

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the
      date
      first written above.

    
      	 	 	 
	 BUYER:	
              GLOBAL
                REALTY DEVELOPMENT CORP.,

              a
                Delaware corporation 

            
	 
 	 
 	 
 
	 	 	/s/ 
	 	
              
By:
 Robert
              D. Kohn
	 	Its:
               Chief
              Executive Officer


      	 	 	 
	SELLER:	
              SMS
                TEXT
                MEDIA, INC., 

              a
                Nevada corporation 

            
	 
 	 
 	 
 
	Date: 	 	/s/ 
	 	
              
By:
 Aric
              Gastwirth
	 	
              Its:
                 President

            




     
      
        	SELLING
                STOCKHOLDERS:	By: __________________________________
	 	
                Aric
                  Gastwirth, an individual

                Shares
                  Sold:  __________________________

                 

                By: __________________________________

                Rick
                  Catinella, an individual

                Shares
                  Sold:  __________________________

                 

                By: _________________________________

                Roy
                  A. Sciacca, an individual

                Shares
                  Sold:  __________________________

              
	 	 


      
  

    


     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
 

    


    


    SCHEDULE
      A

    


    Contingent
      Payments to Selling Stockholders

    


    Years
      1-3: 27% of Cash Flow (EBITDA less capitalized expenditures and taxes) for
      each
      of the next three-12 month periods following closing for the first $3.0MM of
      Cash Flow plus a bonus contingent payment of 10% of Cash Flow in excess of
      $3.0MM. Time period for payment may be extended as set forth in the Acquisition
      Agreement.

    


    Contingent
      payments shall be paid in a lump sum within 30 days after audited financials
      have been finalized and shall be paid at the option of the Company either in
      100% cash or in a mix of cash and common stock using the following ratio: 46%
      cash and 54% common stock. The amount of common stock to be issued shall be
      calculated using the ten day trailing average common stock price, but in no
      event less than $0.50 per share.** 

    


    Examples:

    If
      SMS
      Text Media has $3MM in Cash Flow during Years 1-3, then the Contingent Payments
      would be:  

    
      	
               

               

              YEAR

            	
               

               

              CASH
                FLOW

            	
              EARNOUT
                DOLLARS STOCK

            	
              EARNOUT
                DOLLARS 

              CASH

            	
               

              EARNOUT
                TOTAL

            
	
              1

            	
              3,000,000

            	
              $437,400

            	
              $372,600

            	
              $810,000

            
	
              2

            	
              3,000,000

            	
              $437,400

            	
              $372,600

            	
              $810,000

            
	
              3

            	
              3,000,000

            	
              $437,400

            	
              $372,600

            	
              $810,000

            
	 	 	 	 	 
	
              TOTAL

            	 	
              $1,312,200

            	
              $1,117,800

            	
              $2.430.000

            


    

    


    If
      SMS
      Text Media has $4MM in Cash Flow during Year 1, $5MM during Year 2, and $6MM
      during Year 3, then the Contingent Payments would be:

    


    
      	
               

               

              YEAR

            	
               

               

              CASH
                FLOW

            	
              EARNOUT
                DOLLARS STOCK

            	
              EARNOUT
                DOLLARS

              CASH

            	
               

              EARNOUT
                TOTAL

            
	
              1

            	
              4,000,000

            	
              $491,400

            	
              $418,600

            	
              $
                910,000

            
	
              2

            	
              5,000,000

            	
              $545,400

            	
              $464,600

            	
              $1,010,000

            
	
              3

            	
              6,000,000

            	
              $599,400

            	
              $510,600

            	
              $1,110,000

            
	 	 	 	 	 
	
              TOTAL

            	 	
              $1,636,200

            	
              $1,393,800

            	
              $3,030.000

            


    

    


    *Shares
      will have piggy-back registration rights with the shares in the planned funding
      round subject to investors. However, they will be subject to certain
      restrictions, including a 12-month lock-up unless sold through a structured
      transaction.

    **Shares
      will have customary registration rights, but will be subject to certain
      restrictions, including a 12-month lock-up unless sold through a structured
      transaction.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    SCHEDULE
      B

    


    CONTRACTS

    


     

    
      	 	
              Canadian
                Marketing Group, firm producing “Blonde and Blonder,” starring Pamela
                Anderson and Denise Richards. “Text Your Way to Stardom” “Walk the Red
                Carpet” and attend the Premier with
                Pamela.

            


    

     

    
      	 	
              “An
                African Tale.” Multiple contests, including
                a feature voice over in this animated
                movie.

            


    

     

    
      	 	
              MJD,
                Films, Inc., firm producing “The Devil Exists.” Multiple contests
                including a role in the move, and trips to the premier &
                party.

            


    

     

    
      	 	
              “Nincompoops,”
                major teen theatrical release
                film.

            


    

     

    
      	 	
              Pennhouse
                Award Suites, the firm providing star gift baskets at the Academy
                Awards,
                as well as Grammy, American Music, Emmy, Tony, Golden Globe and CMA
                Awards. 

            


    

     

    
      	 	
              “XMENUDOS”
                text messaging voting and multiple contests across 17
                nations

            


    

     

    
      	 	
              NHRA
                Championship Drag Racing, ten month
                series in conjunction with Alphatrade’s sports marketing division.
                Providing backend and data
                capture.

            


    

     

    
      	 	
              Pro
                Bull Riders Association, ten month series in conjunction with Alphatrade’s
                sports marketing division. Providing backend and data
                capture.

            


    

     

    
      	 	
              American
                Drag Racing League, ten month series in conjunction with Alphatrade’s
                sports marketing division. Providing backend and data
                capture.

            


    

     

    
      	 	
              “JAG
                BMX World Championships,” ABC Networks’ 8 week BMX Olympic Team Series.
                Weekly prizes include BX bikes, trips, etc., with grand prize trip
                to
                Beijing Olympics as guest of the Olympic team, waiting for
                signature.

            


    

     

    
      	 	
              “Teens
                on the Green” World Championship Jr. Golf Championship
                

            


    

     

    
      	 	
              “Sistas”.
                Multiple contests including a role in the movie, and trips to the
                premier
                & party.

            


    

     

    
      	 	
              Creative
                Content Distributors, firm providing major content and distribution
                channels.

            


    

     

    
      	 	
              Green
                Diamond, firm providing content and distribution
                channels

            


    

     

    
      	 	
              Stage
                54, firm providing distribution
                channels

            


    

     

    
      	 	
              Cititrust
                Corp, firm providing distribution
                channels

            


    

     

    
      	 	
              Pinpoint
                Interactive Media, Inc., firm providing distribution
                channels

            


    

     

    
      	 	
              Global
                Strategies, Inc., firm providing content
                referrals

            


    

     

    
      	 	
              Monopoly
                Music, company providing
                content

            


    

     

    


    
      
        
        

      

      
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    SCHEDULE
      C

    


    


    PATENT
      PENDING MATERIALS

    
 

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      D

    


    FINANCIAL
      STATEMENT COMPILATION

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    23