exhibit_10-3.htm


    
      

    

    EXHIBIT
      10.3


    


    AGREEMENT

    


    


    This
      Agreement is made this the 31st day of August 2007 by and between Secured
      Financial Network, Inc. (Seller) located at 101 NE 3rd
      Ave., Suite 1500,
      Ft. Lauderdale, FL 33301 and Goldmill Productions, LLC (Buyer)
      located at 817 Hogan Way, Melbourne, FL 32940 known as the parties to this
      Agreement.

    


    Recitals:

    


    Whereas,
      Seller has agreed to sell its 100% ownership interest in The All In Mall
      (www.theallinmall.com) to buyer.  The purchase will include all rights
      to the domain names, established URL, Mall software and tracking system, web
      design, and hosting server contract.

    


    Purchase
      Price:

    


    $75,000
      to be paid in monthly installments of $3125 per month beginning 60 days after
      installation of game software, but no later than December 1, 2007.

    


    Liabilities:

    


    Seller
      agrees to hold harmless Buyer from all liabilities incurred or related to
      operation of the Mall prior to August 31, 2007 and Buyer agrees to hold harmless
      Seller from any liabilities incurred or related to the operation of the Mall
      after August 31, 2007.

    


    Mall
      Condition:

    


    It
      is
      understood by the buyer that the Mall is being purchased in “as is” condition
      and that no games are currently licensed or housed in the Mall
      domain.  Buyer will have full access to developer of Mall software,
      (httpfactory Blake Burdeen) on a direct basis.  Buyer will be liable
      for any and all charges incurred after August 31, 2007.

    


    Delivery:


    Upon
      signing of the Sale Agreement

    


    Dispute
      Resolution:

    


    This
      Agreement shall in all respects and for all purposes be governed, interpreted,
      and construed in accordance with the laws of the State of Florida and the United
      States of America.

    


     

     

     

    
 

    
      
        
        

      

      
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    All-In-Mall
      Sales Agreement & Note - continued

     

    Notices:

     

    Any
      notice, request, or other correspondence pursuant to or in connection with
      this
      Agreement shall be sent to any party to Agreement via facsimile, registered
      mail, or personal delivery at the respective address of the parties to this
      Agreement.

    


    Default:

    


    Monthly
      payments will be due on the 1st of each
      month
      beginning December 1, 2007.  A 5% penalty will be assessed if payment
      is not received by the 5th of each
      month.

    


    Assignment:

    


    This
      Agreement shall inure to the benefit of and be binding upon the respective
      parties and their successors and permitted assigns and
      transferees.  Excepts as expressly provided herein, none of the
      parties shall assign or transfer all or any part of this Agreement or any of
      its
      rights and or obligations hereunder to any third party without the written
      consent of the other party.

    


    Entire
      Agreement:

    


    This
      Agreement sets forth the entire Agreement and understanding between the parties
      relating to the subject matter contained herein and supercedes all prior
      discussions among the parties.  This agreement may not be amended or
      supplemented in any manner except by an instrument in writing signed by a duly
      authorized representative of each of the parties.

    


    Confidentiality
      and Non-Circumvention:

    


    The
      parties to this Agreement agree to not disclose any information relating to
      this
      Agreement without the permission of the other party to this
      Agreement.  At all time will both parties be bound by the NDA already
      executed by the parties.

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
      duly authorized representatives on the date specified above.

     

    
 

    
      	
               For
                and on behalf of 

              Secured Financial Network, Inc.

            	 	
               For
                and on behalf of 

              Goldmill Productions, LLC

            
	 	 	 
	 By_________________________ 	 	 By_________________________ 
	
               

              Name______________________   

            	 	
               

              Name______________________   

            
	
               

              Title_______________________  

            	 	
               

              Title_______________________  

            
	
               

              Date____/____/2007 

            	 	
               

              Date____/____/2007 

            


    

    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
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    All-In-Mall Sales Agreement & Note -
      continued

    


    


    $
      75,000 Promissory Note

    


    August
      31, 2007

    


    Goldmill
      Productions, LLC (“Borrower”), located at 817 Hogan Way, Melbourne, FL 32940, in
      consideration for 100% ownership of “The All-In Mall”, hereby promises to pay to
      the order of Secured Financial Network, Inc. (“Lender”), at its primary place of
      residence at 101 NE 3rd Avenue.,
      Suite
      1500, Ft. Lauderdale, FL or at such other address given to Borrower by Lender,
      in immediately available funds and in lawful money of the United States of
      America, the principal sum of Seventy-Five Thousand Dollars ($75,000.00), or
      such lesser sum as may be advanced and outstanding hereunder, when demanded
      by
      Lender, together with interest on the unpaid principal balance of this Note
      equal to zero percent (0%) per annum.  Based on such calculations
      interest and principal shall be paid monthly on the first day of each month,
      beginning December 1, 2007.

     

    This
      note
      is a result of the Agreement Dated August 31, 2007 and executed on September
      11,
      2007.

     

    Monthly
      payment shall be $ 3,125 per month. A 5% penalty will be assessed ($156.25)
      if
      payment is not received by the 5th of each
      month.

     

    Borrower
      shall repay this Note on or before November 1, 2009.

     

    All
      payments made on this Note as scheduled shall be applied, to the extent thereof,
      first to accrued but unpaid interest and the balance to unpaid
      principal.  Except to the extent specific provisions are set forth in
      this Note with respect to application of payments, all payments received by
      the
      holder hereof shall be applied, to the extent thereof, to the indebtedness
      owing
      by Borrower to Lender in such order and manner as Lender or any other holder
      hereof shall deem appropriate, any instructions from Borrower or anyone else
      to
      the contrary notwithstanding.

     

    Borrower
      shall be entitled to prepay this Note in whole or in part at any
      time.  Any prepayments of this Note shall be applied first to accrued
      but unpaid interest, and then to the principal balance hereof in the inverse
      order of maturity.

     

    All
      agreements between Borrower and Lender, or any subsequent holder of this Note,
      whether now existing or hereafter arising and whether written or oral, are
      expressly limited so that in no contingency or event whatsoever, whether by
      reason of acceleration of the maturity of this Note or otherwise, shall the
      amount paid or agreed to be paid to the holder of this Note for the use,
      forbearance, or detention of the funds advanced pursuant to this Note or for
      the
      performance or payment of any covenant or obligation contained herein or in
      any
      other document evidencing, securing or pertaining to this Note, exceed the
      maximum amount permissible under applicable law (the “Highest Lawful
      Rate”).  If from any circumstance whatsoever fulfillment of any
      provision hereof or of any such other document, at the time performance of
      such
      provision shall be due, shall involve transcending the limit of validity
      prescribed by applicable law, then ipso facto, the obligation to be fulfilled
      shall be reduced to the limit of such validity, and if from any circumstance
      the
      holder hereof shall ever receive anything of value deemed excess interest by
      applicable law, an amount equal to any such excess interest shall be applied
      to
      the reduction of the principal amount owing under this Note, and not to the
      payment of interest, or if such excess interest exceeds the unpaid principal
      balance of this Note, such excess interest shall be refunded to
      Borrower.  All sums paid or agreed to be paid to any holder of this
      Note for the use, forbearance or detention of any funds advanced pursuant to
      this Note shall, to the extent permitted by applicable law, be amortized,
      prorated, allocated and spread throughout the full term of this Note until
      payment in full so that the rate of interest on account of the indebtedness
      evidenced by this Note is uniform throughout the term hereof.  The
      terms and provisions of this paragraph shall control and supersede every other
      provision of all agreements between Borrower and any holder of this
      Note.

     


    
      
        
        

      

      
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    All-In-Mall Sales Agreement & Note -
      continued


     

    If
      this
      Note is placed in the hands of an attorney for collection after default, or
      if
      all or any part of the indebtedness represented hereby is proved, established
      or
      collected in any court or in any bankruptcy, receivership, debtor relief,
      probate or other court proceedings, Borrower and all endorsers, sureties and
      guarantors of this Note jointly and severally agree to pay reasonable attorneys’
fees and collection costs to the holder hereof in addition to the principal
      and
      interest payable hereunder.

     

    Borrower
      and all endorsers, sureties and guarantors of this Note hereby severally waive
      demand, presentment for payment, protest, notice of protest, notice of
      acceleration of and notice of intention to accelerate the maturity of this
      Note,
      diligence in collecting, the bringing of any suit against any party and any
      notice of or defense on account of any extensions, renewals, partial payments
      or
      changes in any manner of or in this Note or in any of its terms, provisions
      and
      covenants, or any releases or substitutions of any security, or any delay,
      indulgence or other act of any trustee or any holder hereof, whether before
      or
      after maturity.

     

    Neither
      the failure by the holder hereof to exercise, nor delay by the holder hereof
      in
      exercising, the right to accelerate the maturity of this Note or any other
      right, power or remedy upon any default or event of default shall be construed
      as a waiver of such default or event of default or as a waiver of the right
      to
      exercise any such right, power or remedy at any time.  No single or
      partial exercise by the holder hereof of any right, power or remedy shall
      exhaust the same or shall preclude any other or further exercise thereof, and
      every such right, power or remedy may be exercised at any time and from time
      to
      time.  All rights and remedies provided for in this Note are
      cumulative of each other and of any and all other rights and remedies existing
      at law or in equity, and the holder hereof shall, in addition to the rights
      and
      remedies provided herein, be entitled to avail itself of all such other rights
      and remedies as may now or hereafter exist at law or in equity for the
      collection of the indebtedness owing hereunder, and the resort to any right
      or
      remedy provided for hereunder or provided for by law or in equity shall not
      prevent the concurrent or subsequent employment of any other appropriate rights
      or remedies.  Without limiting the generality of the foregoing
      provisions, the acceptance by the holder hereof from time to time of any payment
      under this Note which is past due or which is less than the payment in full
      of
      all amounts due and payable at the time of such payment, shall not (i)
      constitute a waiver of or impair or extinguish the rights of the holder hereof
      to accelerate the maturity of this Note or to exercise any other right, power
      or
      remedy at the time or at any subsequent time, or nullify any prior exercise
      of
      any such right, power or remedy, or (ii) constitute a waiver of the requirement
      of punctual payment and performance, or a novation in any respect.

     

    This
      Note
      may not be changed, amended or modified except in a writing expressly intended
      for such purpose and executed by the party against whom enforcement of the
      change, amendment or modification is sought.

     

    The
      Loan
      is made solely for business purposes and is not for personal, family, household
      or agricultural purposes.

     

    Time
      shall be of the essence in this Note with respect to all of Borrower’s
      obligations hereunder.

     

    THIS
      NOTE
      AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY THE
      LAWS
      OF THE STATE OF FLORIDA, EXCEPT TO THE EXTENT THE SAME ARE GOVERNED BY THE
      FEDERAL LAWS OF THE UNITED STATES OF AMERICA.  THE BOOKS AND RECORDS
      OF LENDER SHALL CONSTITUTE PRIMA FACIE EVIDENCE OF ALL SUMS DUE LENDER
      HEREUNDER.

     

    THIS
      NOTE
      REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
      BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
      PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
      PARTIES.

     

    Executed
      as of the date first written above.

     

     

    
      	 	 	 BORROWER:
              
________________________________

              Goldmill
                Productions, LLC

            


    

     

     

     

     

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