ex10-5b.htm


    EXHIBIT
      10.5

     

    DEMAND
      PROMISSORY NOTE

    


    


     

     

    
      	$                                                      
              	 
	Los
              Angeles, California	
              September
                20, 2007

            


    

     

    


    


    FOR
      VALUE
      RECEIVED and to memorialize certain undocumented lending transactions that
      occurred prior to the date hereof, Landbank, LLC, a California limited liability
      company ("Obligor"), promises to pay to the order of
      ______________ ("Holder"), at Los Angeles, California, or such
      other place as may be designated from time to time by Holder in writing, the
      principal sum of _________________ Dollars ($________) with simple interest
      on
      the unpaid principal from August 31, 2007 at the rate of eight percent (8%)
      per
      annum.  This note supersedes and cancels those certain unsecured and
      undocumented promissory obligations entered into prior to the date hereof,
      in
      the aggregate amount equal to $________ (representing principal and interest
      accrued through August 31, 2007) between the parties, and such cancellation
      is
      hereby acknowledged by the Holder.

    


    The
      outstanding principal amount of this Demand Promissory Note (this
“Note”), together with all accrued but unpaid interest, shall
      be due and payable on the first Business Day (as defined below) following
      demand.

    


    All
      accrued and unpaid interest on the principal of this Note shall also be due
      and
      payable on the earlier of (i) the payment or prepayment, in full or in part,
      of
      any of the principal of this Note, (ii) the acceleration of the Note, and (iii)
      demand by Holder.  For purposes of this Note, “Business
      Day” means any day except a Saturday, Sunday or other day on which
      commercial banks in Los Angeles, California are authorized or required by law
      to
      close.

    


    Obligor
      and all endorsers hereof hereby expressly waive presentment for payment, notice
      of dishonor, protest and notice of protest, and agree that the time for the
      payment or payments of any part of this Note may be extended without releasing
      or otherwise affecting Obligor's liability on this Note.

    


    The
      entire unpaid principal balance of, and all accrued and unpaid interest on,
      this
      Note shall immediately be due and payable upon the occurrence of Obligor’s (a)
      commencement of a voluntary case under Title 11 of the United States Code,
      or
      (b) filing an answer or other pleading admitting or failing to deny the material
      allegations of a petition filed against Obligor commencing an involuntary case
      under said Title 11 or failure to controvert timely the material allegations
      of
      such petition.

    


    Obligor
      may prepay this Note at any time without penalty.  If any amount under
      this Note is not paid when due, Obligor promises to pay all costs of collection
      and reasonable attorneys' fees incurred by the holder hereof on account of
      such
      collection.

    


    This
      Note
      shall be governed by and construed and enforced in accordance with the laws
      of
      the State of California, without regard to conflict of laws
      principles.

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Note on the day and
      date first set forth above.

    


    


    


    OBLIGOR:

    LANDBANK,
      LLC

    


    


    By:_________________________