Exhibit 10.42




MORTGAGE





Definitions:The
following capitalized words and terms shall have the following meanings when
used in this Mortgage. Unless specifically stated to the contrary, all
references to dollar amounts shall mean dollar amounts in lawful money of the
United States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Mortgage shall have the meanings
attributed to such terms in the Uniform Commercial Code:





Borrower:The word
“Borrower” means D.L. Claire Capital Corporation and includes all co-signers and
co-makers signing the Note.





Environmental Laws:The words “Environmental Laws” means any and all State, Federal and local
statutes, regulations and ordinances relating to the protection of human health
or the environment, including without limitation the Comprehensive Environmental
Response, compensation and Liability Act of 1980, as amended, 42 U.S.C. Section
9801, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of
1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act,
49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42
U.S.C. Section 6901, et seq., or other applicable State or Federal laws, rules
or regulations adopted pursuant thereto.





Event of Default:The words “Event of Default” mean any of the events of default set forth
in the Note.





Grantor:The word
“Grantor” means Gateway Venture Holdings, Inc.





Guarantor:The
word “Guarantor” means any guarantor, surety or accommodation party of any or
all of the Indebtedness.





Guaranty:The word
“Guaranty” means the guaranty from the Grantor to the Lenders, including without
limitation a guaranty of all or part of the Note.





Hazardous Substances:The words “Hazardous Substances” mean materials that because of their
quantity, concentration or physical, chemical or infectious characteristics, may
cause or pose a present or potential harm to human health or the environment
when improperly used, treated, stored disposed of, generated, manufactured,
transported or otherwise handled. The words “Hazardous Substances” are used in
their very broadest sense and include without limitation any and all hazardous
or toxic substances, materials or waste as defined or listed under the
Environmental laws. The term “Hazardous Substances” also includes, without
limitation, petroleum and petroleum by-products or any fraction thereof and
asbestos.





Improvements:The
word “Improvements” means all existing and future improvements, buildings,
structures, mobile homes affixed on the Real Property, facilities, additions,
replacements and other construction on the Real Property.





Lenders:The word
“Lenders” means CAMOFI Master LDC and CAMHZN Master LDC, and their respective
successors and assigns.





Mortgage:The word
“Mortgage” means this Mortgage between Grantor and Lenders.





Note:The word
“Note” means the promissory note dated as of October 31, 2007 in the original
principal amount of $650,000 from the Borrower to the Lenders, together with all
renewals of, extensions of, modifications of, refinancings of, consolidations
of, and substitutions for the promissory note or agreement.





Personal Property:The words “Personal Property” mean all the equipment, fixtures and other
articles of personal property now or hereafter owned by Grantor, and now or
hereafter attached or affixed to the Real Property; together with all
accessions, parts and additions to, all replacements of, and all substitutions
for, any such property; and together with all proceeds (including without
limitation all insurance proceeds and refunds of premiums, from any sale or
other disposition of the Property.





Property:The word
“Property” means collectively the Real Property and the Personal
Property.





Real Property:The
words “Real Property” mean the real property, interests and rights as further
described in this Mortgage.





Related Documents:The words “Related Documents” mean all promissory notes, credit
agreements, loan agreements, environmental agreements, guaranties, security
agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and
all other instruments agreements and documents, whether now or hereafter
existing, executed in connection with the Indebtedness.





Rents:The word
“Rents” means all present and future rents, revenue, income, issues, royalties,
profits and other benefits derived from the Properties.





THIS MORTGAGE, dated as of
October 31, 2007, is made and executed between Gateway Venture Holdings, Inc.
(“Grantor”) and CAMOFI Master LDC and CAMHZN Master LDC, whose address is 350
Madison Avenue, New York, New York, 10017 (“Lenders”).





GRANT OF MORTGAGE:  
For valuable consideration, Grantor mortgages and conveys to Lenders all of
Grantor’s right, title and interest in and to the following described real
property, together with all existing or subsequently erected buildings,
improvements and fixtures; all easements, rights of way, and appurtenances; all
water, Page 3 of 8 water rights, watercourses and ditch rights (including stock
in utilities with ditch or irrigation rights); and all other rights, royalties
and profits relating to the real property, including without limitation all
minerals, oil, gas, geothermal and similar matters, (the “Real Property”)
located in Clark County, State of Nevada: The Real Property is specifically
described as follows:


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PARCEL
1:





SITUATE
IN THE CITY OF NORTH LAS VEGAS, CLARK COUNTY NEVADA LYING WITHIN THE NORTHWEST
ONE-QUARTER OF THE NORTHWEST ONEQUARTER OF THE SOUTHWEST ONE-QUARTER OF SECTION
36, TOWNSHIP 19 SOUTH, RANGE 61 EAST, M.D.M., BEING A PORTION OF LOT 1 A'; SHOWN
ON THE OFFICIAL PLAT OF PANATTONI CREEKSIDE IN THE OFFICE OF THE CLARK COUNTY,
NEVADA RECORDER IN BOOK 128 OF PLATS ON PAGE 5O, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:





COMMENCING
AT THE BRASS CAP IN WELL MONUMENT STAMPED PLS 4541 WHICH MARKS THE NORTHWEST
CORNER OF SAID SOUTHWEST ONEQUARTER; THENCE ALONG THE NORTH LINE THEREOF, SAID
LINE ALSO BEING THE CENTERLINE OF WASH BURN ROAD AS SHOWN ON SAID PARCEL MAP,
NORTH 89°44'24" EAST, 669.80 FEET TO THE NORTHEAST CORNER OF THE NORTHWEST
ONE-QUARTER OF THE NORTHWEST ONEQUARTER OF SAID SOUTHWEST ONE-QUARTER; THENCE
ALONG THE EAST LINE THEREOF, SOUTH 00°41'19" EAST, 663.53 FEET TO THE SOUTHEAST
CORNER OF THE NORTHWEST ONE-QUARTER OF THE NORTHWEST ONEQUARTER OF SAID
SOUTHWEST ONE-QUARTER; THENCE ALONG THE SOUTH LINE THEREOF, SOUTH 89°46'17"
WESl-135.48 FEET; THENCE NORTH 00°40'29" WEST, 480.75 FEET TO THE POINT OF
BEGINNING; THENCE CONTINUING NORTH 00°40'29" WEST 100.00 FEET THENCE NORTH
89°19'31" E:AST, 71.50 FEET; THENCE SOUTH 00°40'29" EAST, 29.00 FEET; THENCE
SOUTH 89°19'31" WEST, 3.81 FEET; THENCE SOUTH 00°40'29" EAST, 42.00 FEET THENCE
NORTH 89°19'31" E:AST, 3.81 FEET; THENCE SOUTH 00°40'29" EAST, 29.00 FEET;
THENCE SOUTH 89°19'31" WEST, 71.50 FEET TO THE POINT OF BEGINNING.





PARCEL
2





SITUATE
IN THE CITY OF NORTH LAS VEGAS, CLARK COUNTY NEVADA LYING WITHIN THE NORTHWEST
ONE-QUARTER OF THE NORTHWEST ONEQUARTER OF THE SOUTHWEST ONE-QUARTER OF SECTION
36, TOWNSHIP 19 SOUTH, RANGE 61 EAST, M.D.M., BEING A PORTION OF LOT 1 AS SHOWN
ON THE OFFICIAL PLAT OF PANATTONI CREEKSIDE IN THE OFFICE OF THE CLARK COUNTY,
NEVADA RECORDER IN BOOK 128 OF PLATS ON PAGE 50, MORE PARTICULARLY DESCRIBED AS
FOLLOWS: Page 4 of 8 COMMENCING AT THE BRASS CAP IN WELL MONUMENT STAMPED PLS
4541 WHICH MARKS THE NORTHWEST CORNER OF SAID SOUTHWEST ONEQUARTER; THENCE ALONG
THE NORTH LINE THEREOF, SAID LINE ALSO BEING THE CENTERLINE OF WASH BURN ROAD AS
SHOWN ON SAID PARCEL MAP, NORTH 89°44'24" EAST, 669.80 FEET TO THE NORTHEAST
CORNER OF THE NORTHWEST ONE-QUARTER OF THE NORTHWEST ONEQUARTER OF SAID
SOUTHWEST ONE-QUARTER; THENCE ALONG THE EAST LINE THEREOF, SOUTH 00°41'19" EAST
663.53 FEET TO THE SOUTHEAST CORNER OF THE NORTHWEST ONE-QUARTER OF THE
NORTHWEST ONEQUARTER OF SAID SOUTHWEST ONEQUARTER; THENCE ALONG THE SOUTH LINE
THEREOF, SOUTH 89°46'17" WEST, 135.48 FEET; THENCE NORTH 00°40'29" WEST, 430.75
FEET, TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 00°40'29" WEST 50.00
FEET; THENCE NORTH 89°19'31" EAST 71.50 FEET, THENCE NORTH 00°40'29" WEST, 0.28
FEET; THENCE NORTH 89°19'31" EAST, 10.00 FEET; THENCE SOUTH 00°40'29" EAST 29.28
FEET; THENCE SOUTH 89°19'31" WEST, 3.81 FEET; THENCE SOUTH 00°40'29" EAST, 21.00
FEET; THENCE SOUTH 89°19'31" WEST, 77.69 FEET TO THE POINT OF
BEGINNING.


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A NON
EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS CREATED BY THAT CERTAIN DECLARATION
OF COVENANTS, CONDITIONS, RESTRICTIONS, AND EASEMENTS RECORDED FEBRUARY 16, 2006
IN BOOK 20060216 AS INSTRUMENT NO. 03658.





PARCEL
3





A NON
EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS CREATED BY THAT CERTAIN DECLARTION
OF COVENANTS, CONDITIONS, RESTRICTIONS, AND EASEMENTS RECORDED FEBRUARY 16, 2006
IN BOOK 20060216 AS INSTRUMENT NO. 03658.





PARCEL
4





A NON
EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS CREATED BY THAT CERTAIN DECLARATION
OF COVENANTS, CONDITIONS, RESTRICTIONS, AND EASEMENTS RECORDED FEBRUARY 21, 2006
IN BOOK 20060221 AS INSTRUMENT NO. 01190.





Cross-Collateralization:In addition to the Guaranty, this Mortgage secures all obligations, debts
and liabilities, plus interest thereon, of the Borrower to the
Lenders.





Mortgage Void On Full
Payment:When the Borrower pays all amounts due under the
Note, the Lenders’s rights under the Note and this Mortgage shall end. At the
request and expense of the Borrower, the Lenders shall cancel this Mortgage of
Record.




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8




Covenants
of Grantor:


Compliance:The
Grantor shall comply with, or cause the Borrower to comply with, the terms of
the Note, this Mortgage and the Related Documents;





Payments:The
Grantor shall cause the Borrower to make all payments due under the Note and
this Mortgage;





Ownership:The
Grantor owns and has the right to mortgage the Property to the Lenders. The
Grantor shall defend this ownership against all claims;





Payment of Taxes:The Grantor shall pay when due all real estate taxes, assessments, water
and sewer charges and other charges against the Property.





No Credit for Taxes Paid:The Grantor and/or Borrower shall not claim or be entitled to any credit
against the principal or interest under the Note or this Mortgage for taxes paid
on the Property. The Grantor shall not claim any deduction from the taxable
value of the Property because of this Mortgage.





Hazard Insurance:The Grantor shall maintain hazard insurance on the Property. This
insurance must cover loss or damage caused by fire and other hazards normally
included under “extended coverage” insurance. It must also include such other
hazard coverage as the Lenders may reasonably require. If the Property is in a
Federal or State flood hazard zone, the Grantor shall maintain flood insurance.
The insurance company, agent or broker, amounts of coverage, and forms of all
policies must be acceptable to the Lenders. The Lenders may require that the
amount of the coverage be the greater of (1) the principal of the Note or (2)
the current replacement value of the buildings and other improvements to the
extent available. The coverage must be furnished by one insurance company. There
can be no co-insurance or sharing of the risk by more than one company. The
Grantor shall pay all premiums when due. The Grantor shall deliver the original
policies and all renewals to the Lenders if so required.





All
policies shall state that the insurance company cannot cancel or refuse to renew
without at least 10 days notice to the Lenders. They shall include “standard
mortgage clauses” naming the Lenders. All insurance proceeds shall be paid to
the Lenders. In case of loss or damage the Grantor shall promptly notify the
insurance company and the Lenders. The Grantor shall promptly (1) file a proof
of loss with the insurance company, and (2) settle the claim. If not, the
Lenders may use the insurance proceed received to (1) repair and restore the
Property or (2) reduce the principal due under the Note. The Lenders shall use
any money left after the repair and restoration to reduce the principal due
under the Note. The Lenders shall pay to the Grantor any money left after paying
the entire principal and interest due under the Note.





Repairs:The
Grantor shall keep the Property in good repair. The Grantor shall not damage,
destroy or abandon the Property. The Lenders may inspect the Property upon
reasonable notice to the Grantor. The Grantor shall make repairs as may
reasonably be required by the Lenders.


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8


Changes in Property:The Grantor shall not do any of the following to the Property without the
written consent of the Lenders: (i) remove, demolish or materially alter any
buildings or other improvements, (ii) remove any fixtures, and (iii) give a
security interest in any fixtures. If any fixture is destroyed or removed, the
Grantor shall replace it with another of at least equal quality and
condition.





Eminent Domain:Eminent domain is the right of the government to lawfully condemn and
take private property for public purpose. Fair value must be paid for the
taking. The taking may occur either by court order or by deed to the condemning
party. If all or any part of the Property is taken by eminent domain, the entire
payment shall be given to the Lenders. The Lenders may use the payment to (1)
repair and restore the Property or (2) reduce the principal due under the Note.
The Lenders shall use any money left after the repair and restoration to reduce
the principal. This shall not change the amounts or due dates of the payments
under the Note. The Lenders shall pay to the Grantor any money left after paying
the entire principal and interest.





Lenders’s Right of
Acceleration:The Lenders has the right, called acceleration,
to declare the entire unpaid principal and interest under the Note and this
Mortgage due immediately for any of the following reasons: (i) the occurrence of
an Event of Default, (ii) the failure if the Borrower to make any payment of
principal or interest under the Note by its due date; (iii) the failure of the
Grantor to keep any other promise in this Mortgage within 5 days after written
notice from the Lenders; (iv) any change in ownership of the all or part of the
Property; (v) a change in management of the Borrower; (vi) the commencement of
foreclosure or execution proceedings by the holder of any other mortgage or lien
on the Property; (vi) the commencement of bankruptcy, receivership or insolvency
proceedings by or against the Borrower or the Grantor. The Lenders’s failure to
declare acceleration for any cause shall not prevent the Lenders from declaring
acceleration for any cause occurring later in time.





Lenders’s Rights on
Acceleration:If the Lenders declares acceleration, the
Borrower shall immediately pay to the Lenders the entire unpaid principal and
interest due under the Note and this Mortgage. If the Borrower does not do so,
the Lenders shall have all rights given to mortgage lenders by law and under
this Mortgage, for example: (i) to enter and take possession of the Property in
a lawful way to manage the Property; (ii) to ask a court to appoint a receiver
of rents of the Property. The Grantor consents to the appointment of a receiver,
(iii) to start a court action known as foreclosure to take away all of the
Grantor’s rights in the Property and to have the Property sold. A foreclosure
sale is a court-ordered sale of the Property. The proceeds of the sale are used
to pay the entire unpaid principal and interest due under the Note and this
Mortgage, plus all costs allowed by law, (iv) the court-ordered sale of the
Property in the foreclosure may not bring in enough money to pay the entire
amount due under the Note and this Mortgage plus costs. The Lenders may then sue
the Borrower under the Note for the difference. The Lenders reserves any rights
given by law to sue under the Note before beginning a foreclosure action under
this Mortgage.


Page 6 of
8


Notices:All
notices under this Mortgage must be in writing. They may be given by (a)
personal delivery, or (b) certified mail, return receipt requested. Each party
must accept and claim the notices given by the other. Notices shall be addressed
to the other party at the address written at the beginning of this Mortgage.
Either party may notify the other of a change of address.





Non-Liability of Lenders:The relationship between Borrower and Grantor and Lenders created by this
Mortgage is strictly a debtor and creditor relationship and not fiduciary in
nature, nor is the relationship to be construed as creating any partnership or
joint venture between Lenders and Borrower and Grantor.





Merger:There
shall be no merger of the interest or estate created by this Mortgage with any
other interest or estate in the Property at any time held by or for the benefit
of Lenders in any capacity, without the written consent of the
Lenders.





Successors and Assigns:Subject to any limitations stated in this Mortgage on transfer of
Grantor’s interest, this Mortgage shall be binding upon and inure to the benefit
of the parties, their successors and assigns.





Time is of the
Essence:   Time is of the essence in the performance of this
Mortgage.








[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


Page 7 of
8


JURY WAIVER:All
parties to this Mortgage hereby waive the right to any jury trial in any action,
proceeding or counterclaim brought by any party against the
other.





EACH
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND EACH
GRANTOR AGREES TO ITS TERMS. EACH GRANTOR ACKNOWLEDGES RECEIPT, WITHOUT CHARGE,
OF A TRUE AND CORRECT COPY OF THIS MORTGAGE.





THIS
MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL
CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO
LAW.





GRANTOR:
 GATEWAY
VENTURE HOLDINGS, INC.
 By:
                  /s/ Rick Bailey(Seal)Name:
                  Rick
      BaileyTitle:
                  PresidentSigned,
      acknowledged and delivered in the presence of:x
                  /s/ illegibleWitnessx
                  /s/ illegibleWitness
 
 
 INDIVIDUAL
ACKNOWLEDGEMENT
 
 STATE
      OF
                  NEVADA
                  ))
      ss:COUNTY
      OF
                  CLARK
                  )
 
 I am an
officer authorized to take acknowledgments and proofs in the State of NEVADA. I
sign this acknowledgement below to certify that it was made before
me.
 
 On
October 31,2007
appeared before me in person Richard A. Bailey.I am satisfied that this
person is the individual named in and who signed this Document. This person
acknowledged signing, sealing and delivering this Document on behalf of Gateway
Venture Holdings, Inc. for the uses and purposes expressed in this
Document.
 
 
 /s/
      Penelope A. StoweNotary
      Public
 Page 8 of 8