Unassociated Document


    Exhibit
      10.2


     

    


     

    


     

    


     

    


     

    NOTE
      AND WARRANT PURCHASE AGREEMENT

     

    BETWEEN

     

    GLOBAL
      REALTY DEVELOPMENT CORP., a Delaware Corp.

     

    AND

     

    PURCHASERS

     

    As
      of July [   ], 2007

     

     

     

     

    
      
         

      

      
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    NOTE
      AND WARRANT PURCHASE AGREEMENT

     

     

    THIS
      NOTE AND WARRANT PURCHASE AGREEMENT (this
“Agreement”), is dated as of July __, 2007, by and among Global
      Realty Development Corp., a Delaware corporation (the
“Company”), and the Purchasers identified on the signature page
      hereto (each a “Purchaser” and collectively
“Purchasers”).

     

    R
      E C I T A L S

     

    WHEREAS,
      the Company and the Purchasers are executing and delivering this Agreement
      in
      reliance upon an exemption from securities registration afforded by the
      provisions of Section 4(2), Section 4(6) and/or Regulation D
      (“Regulation D”) as promulgated by the United States Securities
      and Exchange Commission (the “SEC”) under the Securities Act of
      1933, as amended (the “1933 Act”, collectively the
“Offering Exemption”);

     

    WHEREAS,
      the parties desire that, upon the terms and subject to the conditions
      contained herein, the Company shall issue and sell (the “Loan”)
      to the Purchasers, as provided herein, and the Purchasers, in the aggregate,
      shall purchase on a “best-efforts” no minimum basis, up to $6,000,000 in
      Offering Units, consisting of 12% Senior Promissory Notes (the
“Notes”) and the Initial Warrants and Additional Warrant
      described below (the “Offering Units”).  The Notes shall be due and
      payable one hundred and eighty (180) days from the date of issuance (the
“Original Maturity Date”) unless extended by the Company for up
      to an additional one hundred and eighty (180) days (the “Extended
      Maturity Date”).  The Notes shall be in the form attached
      hereto as Exhibit A.  Warrants to purchase an aggregate of up
      to 24,000,000 shares of common stock (“Common Stock”) of the
      Company (consisting of the Initial Warrants and the Additional Warrant, as
      defined below) will be issued by the Company if the full $6,000,000 Loan is
      completed.  The Initial Warrants are being issued on the basis of
      warrants to purchase three (3) shares of Common Stock for every $1.00 of Notes
      issued by the Company (the “Initial Warrants”).  In
      addition to the Initial Warrants, each Offering Unit includes an additional
      warrant (the “Additional Warrant”) to purchase one (1) share of
      Common Stock for every $1.00 of Notes issued by the Company.  The
      Additional Warrant is identical in all terms to the Initial Warrants (together,
      the “Warrants”), except that the Additional Warrant is
      contingent upon the occurrence of certain events and, in the absence of such
      events, will never become exercisable or delivered to the
      Purchasers.  The Warrants shall be in the form attached hereto as
Exhibit B.  The shares underlying the Warrants shall have
      certain rights to registration as set forth in the Registration Rights Agreement
      in the form attached hereto as Exhibit C (the “Registration Rights
      Agreement”).  Management shall enter into an agreement restricting
      sale of shares of Common Stock in the form attached hereto as Exhibit D
      (the “Lock Up Agreement”).  The Company shall grant a continuing
      security interest in certain Beach Boys memorabilia pursuant to a Pledge and
      Security Agreement in the form attached hereto as Exhibit E (the
“Security Agreement”).  In connection with the Security Agreement, the
      Purchasers shall appoint a Collateral Agent pursuant to a Collateral Agent
      Agreement in the form attached hereto as Exhibit F (the “Collateral Agent
      Agreement”).  The Additional Warrants shall be escrowed with an escrow
      agent which shall be Richardson & Patel LLP (the “Escrow Agent”) pursuant to
      an escrow agreement between the Escrow Agent, the Company and the Purchasers
      (the “Escrow Agreement”) in the form attached hereto as Exhibit
      G.  This Agreement, the Notes, the Warrants, the Registration
      Rights Agreement the Lock Up Agreement, the Security Agreement, the Collateral
      Agent Agreement, and the Escrow Agreeement are referred to herein as the
“Transaction Documents.”  Capitalized terms used
      herein and not otherwise defined shall have the respective meanings set forth
      in
      the Transaction Documents.  The Notes, Warrants, and Warrant Shares
      are collectively referred to herein as the
“Securities;” and

     

    
      
         

      

      
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    WHEREAS,
      pursuant to the Term Sheet dated [February 15, 2007], Halpern Capital (“HC”)
      shall act as selling agent for the Offering Units and (i) receive a warrant
      to
      purchase shares of Common Stock of the Company equal to 7% of the Warrant Shares
      underlying the Initial Warrants included in the Offering Units issued in
      connection with the Loan up to an aggregate of 1,260,000 shares of Common Stock
      if the entire Loan is completed (the “Initial Broker Warrant”); (ii) subject to
      removal of the contingencies and delivery of the Additional Warrant to
      Purchasers hereunder, receive a warrant to purchase shares of Common Stock
      of
      the Company equal to 7% of the Warrant Shares underlying the Additional Warrant
      up to an aggregate of 420,000 shares of Common Stock if the entire Loan is
      completed (the “Additional Broker Warrant”);  (iii) receive a cash fee
      equal to 7% of the principal amount of Notes; (iii) receive a cash fee at the
      time of exercise equal to 7% of the exercise price of the Warrants, payable
      upon
      exercise of such Warrants; and (iv) be reimbursed its reasonable out-of-pocket
      expenses including legal fees and disbursements not to exceed
      $15,000.  Upon closing of this offering, HC shall serve as financial
      advisor to the Company for a period of 12 months at a cost of $15,000 per
      month.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and other
      agreements contained in this Agreement the Company and the Purchasers hereby
      agree as follows:

     

    1.           Purchase
      and Sale of Notes and Warrants.  Upon the terms and subject to the
      satisfaction (or waiver) of the terms and conditions of this Agreement, the
      Company agrees to sell and each Purchaser hereby irrevocably agrees to purchase
      the full amount of Offering Units designated on the signature page hereto
      executed by each Purchaser for the Purchase Price (as defined below) indicated
      on the signature page hereto.  The Purchase Price for the Offering
      Units purchased by each Purchaser shall equal the aggregate principal amount
      of
      the Notes being purchased by such Purchaser (the “Purchase
      Price”) .

     

    2.           Escrow
      Arrangements; Form of Payment.  Upon the execution of this
      Agreement, each Purchaser agrees to make the deliveries required of such
      Purchaser as set forth in this Agreement and the Company agrees to make the
      deliveries required of the Company as set forth in this
      Agreement.  Each Purchaser shall send the subscription (“the
Subscription Amount”) either by wire transfer or by check in
      accordance with the following instructions:

     

    
      	 	
              --
                Wire Funds

            	
              Wire
                the funds to Global Realty Development Corp. to the following
                account:

            
	 	 	 
	 	 	
              Tel:

            	______________________
	 	 	
              Aba
                No.:

            	
              ______________________

            
	 	 	
              Acct.
                No.:

            	
              ______________________

            
	 	 	Acct.
              Name: 	______________________
	 	 	 	 
	 	
              --
                Check

            	
              Make
                your check payable to “GLOBAL REALTY DEVELOPMENT CORP.”
                (Put Account No. _______________ on check) 

            


    

     

    
      
         

      

      
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    3.           Securities.

     

    (a)           Notes.  The
      Company is offering up to $6,000,000 principal amount of senior promissory
      Notes.  Interest on the Notes shall accrue at the rate of 12% per
      annum and be payable in cash monthly.  The Maturity Date of the Notes
      shall be one hundred and eighty (180) days from the date of issuance unless
      extended by the Company for up to an additional one hundred and eighty (180)
      days.  In the event the Company extends the Maturity Date, interest on
      the Notes shall accrue at the rate of 16% per annum from the original Maturity
      Date until paid.

    


    (b)           Warrant
      Exercise Period and Price.  Each Warrant may be exercised to
      purchase three (3) shares of Common Stock (“Warrant Shares”) for every $1.00 of
      Notes issued at an Exercise Price per Warrant Share equal to $0.45 per
      share.  The Warrants shall be exercisable commencing upon issuance for
      a five (5) year period following the date of this Agreement.

    


    4.           Closing;
      Closing Conditions

    


    4.1           Closing.  There
      shall be one (1) or more closings (the “Closing”) of the
      purchase and sale of the Offering Units.  The Purchasers shall
      purchase, severally and not jointly, and the Company shall sell and issue,
      in
      the aggregate, up to $6,000,000 principal amount of the Offering
      Units.  Each Purchaser shall purchase from the Company, and the
      Company shall issue and sell to each Purchaser, such principal amount of Notes
      equal to such Purchaser’s Purchase Price.  The Closing will be deemed
      to occur at the offices of Richardson & Patel LLP, Murdock Plaza, 10900
      Wilshire Boulevard, Suite 500, Los Angeles, California 90024,  Attn:
      Addison Adams, Esq., or such other time and/or location as the parties shall
      mutually agree when (A) this Agreement and the other Transaction Documents
      (as
      defined in the recitals above) have been executed and delivered by the Company
      and, to the extent applicable, by each Purchaser, (B) each of the conditions
      to
      the Closing described in Section 4.2 and Section 4.3 hereof has been
      satisfied or waived by the Company or each Purchaser, as appropriate, and (C)
      each Purchaser shall have delivered the Purchase Price payable by it to the
      Company by wire transfer of immediately available funds against physical
      delivery of duly executed certificates representing the Notes and Warrants
      being
      purchased by such Purchaser.  The date on which the Closing occurs is
      referred to herein as the “Closing Date”.

     

    
      
         

      

      
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    4.2           Closing
      Conditions.  Each Purchaser’s obligations to effect the Closing,
      including without limitation its obligation to purchase the Notes and Warrants
      at the Closing, are conditioned upon the fulfillment (or waiver by such
      Purchaser in its sole and absolute discretion) of each of the following events
      as of the Closing Date, and the Company shall use commercially reasonably
      efforts to cause each of such conditions to be satisfied:

     

    (a)           At
      Closing, the Company shall deliver or cause to be delivered to each
      Purchaser:

     

    (i)           a
      copy of this Agreement and the Registration Rights Agreement duly executed
      by
      the Company;

     

    (ii)           a
      Note, duly executed by the Company, evidencing a principal amount equal to
      such
      Purchaser’s Purchase Price at Closing registered in the name of such
      Purchaser;

     

    (iii)           an
      Initial Warrant, each duly executed by the Company, registered in the name
      of
      such Purchaser, pursuant to which such Purchaser shall have the right to acquire
      up to three (3) shares of Common Stock for every $1.00 of the Purchaser’s
      Purchase Price;

     

    (iv)           an
      Additional Warrant, each duly executed by the Company, registered in the name
      of
      such Purchaser, pursuant to which such Purchaser shall have the right to acquire
      up to one (1) share of Common Stock for every $1.00 of the Purchaser’s Purchaser
      Price, which such Additional Warrant shall be delivered to the Escrow Agent,
      and
      not to the Purchaser; and

     

    (v)           a
      Lock Up Agreement, duly executed by management of the Company.

     

    (b)           the
      representations and warranties of the Company set forth in this Agreement and
      in
      the other Transaction Documents shall be true and correct in all material
      respects as of the Closing Date as if made on such date (except that to the
      extent that any such representation or warranty relates to a particular date,
      in
      which case such representation or warranty shall be true and correct in all
      material respects as of that particular date);

    


    (c)           the
      Company shall have complied with or performed in all material respects all
      of
      the agreements, obligations and conditions set forth in this Agreement or the
      other Transaction Documents that are required to be complied with or performed
      by the Company on or before such date;

    


    (d)           the
      Common Stock shall be quoted on the OTC Bulletin Board maintained by the NASD
      or
      any National Securities Exchange and from the date hereof to the Closing Date,
      trading in the Common Stock shall not have been suspended by the Commission
      and,
      at any time prior to Closing, trading in securities generally as reported by
      Bloomberg Financial Markets shall not have been suspended or limited, or minimum
      prices shall not have been established on securities whose trades are reported
      by such service, or on any Trading Market, nor shall a banking moratorium have
      been declared either by the United States or New York State
      authorities;

     

    
      
         

      

      
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    (e)           the
      Company shall have authorized and reserved for issuance not less than the sum
      of
      one hundred percent (100%) of the number of Warrant Shares issuable upon
      exercise of all of the Warrants issuable at the Closing, without regard to
      any
      limitation on such conversion or exercise that may otherwise exist;

    


    (f)           there
      shall be no injunction, restraining order or decree of any nature of any court
      or government authority of competent jurisdiction that is in effect that
      restrains or prohibits the consummation of the transactions contemplated hereby
      or by the other Transaction Agreements.

    


    4.3           Conditions
      to Company’s Obligations at the Closing.  The Company’s
      obligations to effect the Closing with each Purchaser are conditioned upon
      the
      fulfillment (or waiver by the Company in its sole and absolute discretion)
      of
      each of the following events as of the Closing Date:

    


    (a)           At
      Closing each Purchaser shall deliver or cause to be delivered to the Company
      the
      following:

     

    (i)           this
      Agreement and the Registration Rights Agreement, duly executed by such
      Purchaser;

     

    (ii)           such
      Purchaser’s Subscription Amount by wire transfer or check to escrow pursuant to
      the attached wiring instructions provided to the Purchasers by the Company;
      and

     

    (iii)           an
      executed and properly completed copy of the appropriate Confidential Purchaser
      Questionnaire containing information reasonably acceptable to the
      Company.

     

    (b)           the
      representations and warranties of such Purchaser set forth in this Agreement
      and
      in the other Transaction Documents shall be true and correct in all material
      respects as of such date as if made on such date (except that to the extent
      that
      any such representation or warranty relates to a particular date, in which
      case
      such representation or warranty shall be true and correct in all material
      respects as of that particular date);

    


    (c)           such
      Purchaser shall have complied with or performed all of the agreements,
      obligations and conditions set forth in this Agreement and in the other
      Transaction Documents that are required to be complied with or performed by
      such
      Purchaser on or before the Closing Date; and

    


    (d)           there
      shall be no injunction, restraining order or decree of any nature of any court
      or government authority of competent jurisdiction that is in effect that
      restrains or prohibits the consummation of the transactions contemplated hereby
      or by the other Transaction Documents.

    


    
      
         

      

      
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    5.           Purchaser’s
      Representations and Warranties.  Each Purchaser hereby represents
      and warrants as of the date hereof and as of the Closing, to and agrees with
      the
      Company as to such Purchaser and no other Purchaser that:

     

    (a)           Information
      on Company.   The Purchaser has been furnished, prior to the
      Closing Date of this Agreement, with information regarding the business,
      operations and financial condition of the Company, including without limitation,
      the Company’s Form 10-KSB for the year ended December 31, 2006, as amended, and
      filed with the Securities and Exchange Commission (the
“Commission”) together with all filed Forms 10-QSB, 8-K, and
      any amendments thereto, filed subsequent to the Form 10-KSB, including any
      exhibits filed with such Forms 10-QSB, and/or 8-K, and filings made with the
      Commission available at the EDGAR website (hereinafter referred to collectively
      as the “Reports”).  In addition, the Purchaser has
      received such other information concerning the Company’s operations, financial
      condition and other matters as the Purchaser has requested in writing (such
      other information is collectively, the “Other Written
      Information”), and considered all factors the Purchaser deems material
      in deciding on the advisability of investing in the Securities.  The
      Company has, prior to the Closing Date hereof, granted to such Purchaser the
      opportunity to ask questions of and receive satisfactory answers from
      representatives of the Company, its officers, directors, employees and agents
      concerning the Company and materials relating to the terms and conditions of
      the
      purchase and sale of the Securities hereunder, and based thereon believes it
      can
      make an informed decision with respect to its investment in the
      Securities.  Neither such information nor any other investigation
      conducted by such Purchaser or its representatives shall modify, amend or
      otherwise affect such Purchaser’s right to rely on the Company’s representations
      and warranties contained in this Agreement.

     

    (b)           Accredited
      Investor.  The Purchaser is, and will be at the time of the
      Closing, an “accredited investor” as defined in Rule 501(a) of Regulation D
      promulgated under the 1933 Act.  Such Purchaser is not required to be
      registered as a broker-dealer under Section 15 of the Securities Exchange Act
      of
      1934, as amended (the “1934 Act”); is experienced in
      investments and business matters, has made investments of a speculative nature;
      understands that an investment in the Securities involves a high degree of
      risk,
      and, with its representatives, has such knowledge and experience in financial,
      tax and other business matters as to enable the Purchaser to utilize the
      information made available by the Company to evaluate the merits and risks
      of
      and to make an informed investment decision with respect to the proposed
      purchase, which represents a speculative investment.  The Purchaser
      has the authority and is duly and legally qualified to purchase and own the
      Securities.  The Purchaser is able to bear the risk of such investment
      for an indefinite period and to afford a complete loss thereof.  The
      information set forth on the signature page hereto regarding the Purchaser
      is
      accurate.

     

    (c)           Purchase
      of Notes and Warrants.  At Closing, the Purchaser will purchase
      the Notes and Warrants as principal for its own account for investment only
      and
      not as a nominee or agent and not with a view towards or for resale in
      connection with the distribution of the Securities, except pursuant to sales
      that are registered under, or are exempt from the registration requirements
      of,
      the Securities Act; provided, however, that, in making such
      representation, such Purchaser does not agree to hold the Securities for any
      minimum or specific term and reserves the right to sell, transfer or otherwise
      dispose of the Securities at any time in accordance with the provisions of
      this
      Agreement and with Federal and state securities laws applicable to such sale,
      transfer or disposition.

     

    
      
         

      

      
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    (d)           Compliance
      with Securities Act.  The Purchaser understands and agrees that
      the Securities are “restricted securities” and have not been registered under
      the 1933 Act or any applicable state securities laws, by reason of their
      issuance in a transaction that does not require registration under the 1933
      Act
      (based in part on the accuracy of the representations and warranties of
      Purchaser contained herein), and that such Securities must be held indefinitely
      unless a subsequent disposition is registered under the 1933 Act or any
      applicable state securities laws or is exempt from such
      registration.

     

    (e)           Note
      Legend.  Such Purchaser understands that the certificates
      representing the Notes may bear at issuance the following or similar
      legend:

     

    
      	 	
              “THE
                SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER
                THE
                SECURITIES ACT OF 1933, AS AMENDED.  THESE SECURITIES MAY NOT BE
                SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
                AN
                EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY
                APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY
                SATISFACTORY TO GLOBAL REALTY DEVELOPMENT CORP. THAT SUCH REGISTRATION
                IS
                NOT REQUIRED.”

            	 


    

     

    (f)           Warrants
      Legend.  Such Purchaser understands that the certificates
      representing the Warrants may bear at issuance the following or similar
      legend:

     

    
      	 	
              “THIS
                WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
                HAVE
                NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                AMENDED.  THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON
                EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
                OR
                HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
                AS TO
                THIS WARRANT UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAW
                OR AN
                OPINION OF COUNSEL REASONABLY SATISFACTORY TO GLOBAL REALTY DEVELOPMENT
                CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.”

            	 


    

     

    (g)           Communication
      of Offer.  The offer to sell the Securities was directly
      communicated to the Purchaser by the Company.  At no time was the
      Purchaser presented with or solicited by any leaflet, newspaper or magazine
      article, radio or television advertisement, or any other form of general
      advertising, or solicited or invited to attend a promotional meeting otherwise
      than in connection and concurrently with such communicated offer.

     

    
      
         

      

      
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    (h)           Organization;
      Authority.  If an entity, such Purchaser is duly organized,
      validly existing and in good standing under the laws of the jurisdiction of
      its
      organization with full right, corporate or partnership power and authority
      to
      enter into and to consummate the transactions contemplated by the Offering
      and
      otherwise to carry out its obligations thereunder.

     

    (i)           Authority;
      Enforceability.  This Agreement and other agreements delivered
      together with this Agreement or in connection herewith have been duly
      authorized, executed and delivered by the Purchaser and are valid and binding
      agreements enforceable in accordance with their terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar laws
      of
      general applicability relating to or affecting creditors’ rights generally and
      to general principles of equity; and Purchaser has full corporate power and
      authority necessary to enter into this Agreement and such other agreements
      and
      to perform its obligations hereunder and under all other agreements entered
      into
      by the Purchaser relating hereto.

     

    (j)           Correctness
      of Representations.  Such Purchaser understands that the
      Securities are being offered and sold to it in reliance upon specific exemptions
      from the registration requirements of federal and state securities laws and
      that
      the Company is relying upon the truth and accuracy of the representations and
      warranties of such Purchaser set forth in this Section 5 in order to
      determine the availability of such exemptions and the eligibility of such
      Investor to acquire the Securities.  Each Purchaser represents that
      the foregoing representations and warranties are true and correct as of the
      date
      hereof and, unless a Purchaser otherwise notifies the Company prior to the
      Closing, shall be true and correct as of Closing.  The foregoing
      representations and warranties shall survive the Closing Date for a period
      of
      three (3) years.

    


    (k)           No
      Tax or Legal Advice.  Such Purchaser understands that nothing in
      this Agreement, any other agreement or any other materials presented to such
      Purchaser in connection with the purchase and sale of the Securities constitutes
      legal, tax or investment advice.  Such Purchaser has consulted such
      legal, tax and investment advisors as it, in its sole discretion, has deemed
      necessary or appropriate in connection with its purchase of
      Units.  Circular 230
      Disclosure:  Pursuant to U.S. Treasury Department
      Regulations, we are required to advise you that, unless
      otherwise expressly indicated, any federal tax advice contained in this
      Agreement, is not intended or written to be used, and may not be used, for
      the
      purpose of (i) avoiding tax-related penalties under the Internal Revenue Code
      or
      (ii) promoting, marketing or recommending to another party any tax-related
      matters addressed herein.

    


    6.           Company
      Representations and Warranties.  The Company represents and
      warrants to and agrees with each Purchaser as follows and acknowledges that
      such
      Purchaser is relying on the representations, acknowledgments and agreements
      made
      by the Company in this Article 6 and elsewhere in this Agreement in making
      investing, trading and other decisions concerning the Company’s
      securities:

     

    
      
         

      

      
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    (a)           Due
      Incorporation.  The Company is duly organized, validly existing
      and in good standing under the laws of its state of incorporation and has the
      requisite corporate power to own its properties and to carry on its business
      as
      now being conducted.  The Company is duly qualified as a foreign
      corporation to do business and is in good standing in each jurisdiction where
      the nature of the business conducted or property owned by it makes such
      qualification necessary, where the failure to be so qualified or in good
      standing, as the case may be, would not have or reasonably be expected to result
      in (i) a material adverse effect on the legality, validity or enforceability
      of
      this Agreement or any other document in connection with the Offering, (ii)
      a
      material adverse effect on the results of operations, assets, business or
      financial condition of the Company and each Subsidiary, taken as a whole, or
      (iii) a material adverse effect on the Company’s ability to perform in any
      material respect on a timely basis its obligations under this Agreement (any
      of
      (i), (ii) or (iii), a “Material Adverse Effect”).

    


    (b)           Outstanding
      Stock.  All of the issued and outstanding shares of capital stock
      of the Company and each of its subsidiaries have been duly authorized and
      validly issued and are fully paid and non-assessable.  As of July 30,
      2007, there were 94,512,410 shares of $0.001 par value Common Stock outstanding
      and approximately 107,652,410 shares on a fully diluted basis.  All
      outstanding shares of capital stock of the Company have been validly issued,
      fully paid and nonassessable and free and clear of all Liens.  All
      outstanding shares of capital stock of the Company were issued, sold and
      delivered in full compliance with all applicable Federal and state securities
      laws and the similar laws of other foreign jurisdictions as may be
      applicable.

     

    (c)           Due
      Execution; Enforceability.  This Agreement and the Notes, Warrants
      and Registration Rights Agreement and such other agreements entered into in
      connection with the Offering constituting the Transaction Documents, have been
      duly authorized, executed and delivered by the Company and are valid and binding
      agreements enforceable in accordance with their terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar laws
      of
      general applicability relating to or affecting creditors’ rights generally and
      to general principles of equity; and the Company has full corporate power and
      authority necessary to enter into this Agreement and the other Transaction
      Documents and to perform its obligations hereunder and under all other
      Transaction Documents entered into by the Company relating hereto.

     

    (d)           Authorization;
      Consents.  The Company has the requisite corporate power and
      authority to enter into and perform its obligations under this Agreement and
      the
      other Transaction Documents, including without limitation its obligations to
      issue and sell the Notes and Warrants and to issue the Warrant Shares upon
      exercise of the Warrants.  All corporate action on the part of the
      Company by its officers, directors and stockholders necessary for the
      authorization, execution and delivery of, and the performance by the Company
      of
      its obligations under this Agreement and the other Transaction Documents has
      been taken.  No further consent, approval, authorization or order of
      any court, governmental agency or body or arbitrator having jurisdiction over
      the Company, or any of its affiliates, the American Stock Exchange, the NASD,
      Inc., Nasdaq, the OTC Bulletin Board nor the Company’s Shareholders or Board of
      Directors is required for execution of or full performance under this Agreement
      and the other Transaction Document (other than such approval as may be required
      under the Securities Act and applicable state securities laws in respect of
      the
      Registration Rights Agreement), other than if then listed on Nasdaq fifteen
      (15)
      days prior notification to Nasdaq of the Closing and the Company filing a
      listing application with Nasdaq and all other agreements entered into by the
      Company relating thereto, including, without limitation, the issuance and sale
      of the Securities, and the performance of the Company’s obligations hereunder
      and under all such other Transaction Documents.  The Board of
      Directors of the Company has determined, at a duly convened meeting or pursuant
      to a unanimous written consent, that the issuance and sale of the Securities,
      and the consummation of the transactions contemplated by this Agreement and
      the
      other Transaction Documents are in the best interests of the
      Company.

     

    
      
         

      

      
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    (e)           No
      Violation or Conflict.  Neither the execution and delivery of this
      Agreement nor the issuance and sale of the Securities nor the performance of
      the
      Company’s obligations under this Agreement and all other Transaction Documents
      entered into by the Company relating thereto by the Company will:

     

    (i)           violate,
      conflict with, result in a material breach of, or constitute a default (or
      an
      event which with the giving of notice or the lapse of time or both would be
      reasonably likely to constitute a default) or gives to others any rights of
      termination, amendment, acceleration or cancellation under (A) the articles
      of
      incorporation, charter or bylaws of the Company, (B) any decree, judgment,
      order, law, treaty, rule, regulation or determination applicable to the Company
      of any court, governmental agency or body, or arbitrator having jurisdiction
      over the Company or any of its affiliates (including federal and state
      securities laws and regulations) or over the properties or assets of the Company
      or any of its affiliates, (C) the terms of any bond, debenture, note or any
      other evidence of indebtedness, or any agreement, stock option or other similar
      plan, indenture, lease, mortgage, deed of trust or other instrument to which
      the
      Company or any of its affiliates is a party, by which the Company or any of
      its
      affiliates is bound or affected, or to which any of the properties or assets
      of
      the Company or any of its affiliates is subject, or (D) the terms of any
“lock-up” or similar provision of any underwriting or similar agreement to which
      the Company, or any of its affiliates is a party except the violation, conflict,
      breach, or default of which would not have a Material Adverse Effect on the
      Company; or

     

    (ii)           result
      in the creation or imposition of any lien, charge or encumbrance upon the
      securities or any of the assets of the Company, its subsidiaries or any of
      its
      affiliates.

     

    (f)          The
      Securities.  The Notes, Warrants and Warrant Shares upon
      issuance:

    


    (i)           are,
      or will be, free and clear of any security interests, liens, claims or other
      encumbrances, subject to restrictions upon transfer under the 1933 Act and
      any
      applicable state securities laws;

    


    (ii)           assuming
      the accuracy of each Purchaser’s representations in this Agreement, will be
      issued, sold and delivered in compliance with all applicable Federal and state
      securities laws;

     

    
      
         

      

      
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    (iii)           have
      been, or will be, duly and validly authorized and on the date of issuance,
      and
      upon exercise of the Warrants, the shares of Common Stock issuable thereunder
      will be duly and validly issued, fully paid and nonassessable (and if registered
      pursuant to the 1933 Act, and resold pursuant to an effective registration
      statement will be free trading and unrestricted, provided that each Purchaser
      complies with the prospectus delivery requirements of the 1933 Act and any
      state
      securities laws);

     

    (iv)           will
      not have been issued or sold in violation of any preemptive or other similar
      rights of the holders of any securities of the Company; and

     

    (v)           will
      not subject the holders thereof to personal liability by reason of being such
      holders.

     

    (g)           Litigation.  Except
      as disclosed in the Reports, there is not pending against the Company or any
      Subsidiary, nor, to the best knowledge of the Company, there are no actions,
      suits, proceeding inquiries, notices of violation, or investigations threatened
      against the Company or any Subsidiary by or before any court, governmental
      or
      administrative agency or regulatory body (federal, state, county, local or
      foreign), or arbitrator having jurisdiction over the Company, or any of its
      affiliates.  Except as disclosed in the Reports, there is no pending
      or, to the best knowledge of the Company, threatened action, suit, proceeding
      or
      investigation before any court, governmental agency or body, or arbitrator
      having jurisdiction over the Company, its subsidiaries, or any of its
      affiliates, which litigation or proceeding, if adversely determined could have
      a
      Material Adverse Effect on the Company.  The Company is not a party to
      or subject to the provisions of, any order, writ, injunction, judgment or decree
      of any court or governmental authority which has had or would reasonably be
      expected to have a Material Adverse Effect.

     

    (h)           Reporting
      Company.  The Company is subject to reporting obligations pursuant
      to Sections 15(d) and 13 of the 1934 Act and has a class of common stock, par
      value $.01, registered pursuant to Section 12(g) of the 1934
      Act.  Pursuant to the provisions of the 1934 Act, the Company has
      filed all reports and other materials required to be filed thereunder with
      the
      Commission during the preceding two years, and has no outstanding SEC comments.
      Each Report, as of the date of the filing thereof with the Commission, complied
      in all material respects with the requirements of the Securities Act or Exchange
      Act, as applicable, and the rules and regulations promulgated thereunder, and
      has no outstanding SEC comments which render the existing reports
      deficient.  All documents required to be filed as exhibits to the
      Reports have been filed as required.

     

    (i)           No
      Market Manipulation.  The Company has not taken, and will not
      take, directly or indirectly, any action designed to, or that might reasonably
      be expected to, cause or result in stabilization or manipulation of the price
      of
      the common stock of the Company to facilitate the sale or resale of the
      Securities or affect the price at which the Securities may be issued or
      resold.

    


    (j)           Information
      Concerning Company; Financial Statements.  The Reports since
      December 31, 2006, contain all material information relating to the Company
      and
      its operations and financial condition as of their respective dates which
      information is required to be disclosed therein.   Since the date
      of the financial statements included in the Reports, there has been no Material
      Adverse Effect in the Company’s business, financial condition or affairs not
      disclosed in the Reports.  The Reports since December 31, 2006 do not
      contain any untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading in light of the circumstances when made.  The Company has
      not incurred any liabilities (contingent or otherwise) other than (A) trade
      payables and accrued expenses incurred in the ordinary course of business
      consistent with past practice and (B) liabilities not required to be reflected
      in the Company’s financial statements pursuant to GAAP or required to be
      disclosed in filings made with the Commission.  The Company has not
      altered its method of accounting or any policies or practices related
      thereto.  The Company has not declared or made any dividend or
      distribution of cash or other property to its stockholders or purchased,
      redeemed or made any agreements to purchase or redeem any shares of its capital
      stock.  The Company does not have pending before the Commission any
      request for confidential treatment of information.

     

    
      
         

      

      
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    (k)           SEC
      Action; Stop Transfers.  There has not been, and to the Company’s
      best knowledge there has not been, there is not pending or contemplated, any
      investigation by the Commission involving the Company.  The Commission has
      not issued any stop order or other order suspending the effectiveness of any
      registration statement filed by the Company or any Subsidiary under the 1933
      Act
      or the 1934 Act.  The Securities, when issued, will be restricted
      securities.  The Company will not issue any stop transfer order or
      other order impeding the sale, resale or delivery of any of the Securities,
      except as may be required by any applicable federal or state securities
      laws.  Except as described in this Agreement, the Company will not
      issue any stop transfer or other order impeding the sale, resale or delivery
      of
      the Securities unless contemporaneous notice of such instruction is given to
      the
      Purchaser.

     

    (l)           Defaults;
      Permits.  The Company is not in violation of its Articles of
      Incorporation or ByLaws.  The Company is not (i) in default (including
      the occurrence of any event that with the passage of time will become a default)
      under or in violation of any other material agreement or instrument to which
      it
      is a party or by which it or any of its properties are bound or affected, which
      default or violation would have a Material Adverse Effect on the Company, (ii)
      in default with respect to any order of any court, arbitrator or governmental
      body or subject to or party to any order of any court or governmental authority
      arising out of any action, suit or proceeding under any statute or other law
      respecting antitrust, monopoly, restraint of trade, unfair competition or
      similar matters or (iii) to its knowledge in violation of any statute, rule
      or
      regulation of any governmental authority which violation would have a Material
      Adverse Effect on the Company.  The Company possesses all material
      certificates, authorizations and permits issued by the appropriate federal,
      state or foreign regulatory authorities necessary to conduct its business,
      other
      than where the failure to possess such certificates, authorizations or permits,
      individually or in the aggregate, has not had and would not reasonably be
      expected to have a Material Adverse Effect.  Neither the Company nor
      any of its Subsidiaries has received any notice or otherwise become aware of
      any
      proceedings, inquiries or investigations relating to the revocation or
      modification of any such certificate, authorization or permit.

     

    (m)           No
      Integration or General Solicitation.  Neither the Company, nor any
      of its affiliates, nor to the Company’s knowledge, any person acting on its or
      their behalf, has directly or indirectly made any offers or sales of any
      security or solicited any offers to buy any security that would cause the offer
      of the Securities pursuant to this Agreement to be integrated with prior
      offerings by the Company for purposes of the 1933 Act or any applicable
      stockholder approval provisions.  The Company or any of its affiliates
      will not take any action or steps that would cause the offer of the Securities
      to be integrated with other offerings if such integration would eliminate the
      Offering Exemption.  The Company will not conduct any offering other
      than the transactions contemplated hereby that will be integrated with the
      offer
      or issuance of the Securities, unless otherwise advised by Nasdaq or the
      Commission.  Neither the Company nor its Affiliates, nor to the
      Company’s knowledge, any person acting on its or their behalf, has engaged in
      any form of general solicitation or general advertising (within the meaning
      of
      Regulation D) in connection with the offer or sale of the
      Securities.

     

    
      
         

      

      
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    (n)           Listing.  The
      Company’s common stock is listed for trading on the OTC Bulletin Board (“OTCBB”)
      maintained by the NASD.  Except for prior notices which, as of the
      date hereof, have been satisfied and as provided for in Section 11(b) below,
      the
      Company has not received any oral or written notice that its common stock will
      be delisted from the OTCBB nor that its common stock does not meet all
      requirements for the continuation of such quotation and the Company satisfies
      the requirements for the continued listing of its common stock on the
      OTCBB.  The Company has taken no action designed to, or which, to the
      knowledge of the Company, may have the effect of, terminating the Company’s
      reporting obligation under the Exchange Act or the removal of the Common Stock
      from the OTCBB.

     

    (o)           No
      Undisclosed Liabilities.  The Company has no liabilities, debt or
      other obligations which are material, individually or in the aggregate, since
      December 31, 2006, which are not disclosed in the Reports and/or Other Written
      Information (and in which case have been publicly announced), other than (i)
      those incurred in the ordinary course of the Company’s businesses since December
      31, 2006 and which, individually or in the aggregate, would not reasonably
      be
      expected to have a Material Adverse Effect on the Company’s financial
      condition.

     

    (p)           No
      Undisclosed Events or Circumstances.  Since December 31, 2006, no
      event or circumstance has occurred or exists with respect to the Company or
      its
      businesses, properties, operations or financial condition, that may have a
      Material Adverse Effect or, under applicable law, rule or regulation, requires
      public disclosure or announcement prior to the date hereof by the Company but
      which has not been so publicly announced or disclosed in the
      Reports.

     

    (q)           Capitalization.  The
      capitalization of the Company, since December 31, 2006 and as of the date
      hereof, including its authorized capital stock, the number of shares issued
      and
      outstanding and the number of shares issuable and reserved for issuance pursuant
      to the Company’s stock option plans is disclosed in the Reports.

     

    (r)           Correctness
      of Representations.  The Company represents that the foregoing
      representations and warranties are true and correct as of the date hereof in
      all
      material respects.  The foregoing representations and warranties shall
      survive until one (1) year after the Closing Date.

     

    
      
         

      

      
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    (s)           Title
      to Assets.  Except as disclosed in the Reports, the Company has good
      and marketable title in fee simple to all real property owned by them that
      is
      material to the business of the Company and each Subsidiary, taken as a whole,
      and good and marketable title in all personal property owned by them that is
      material to the business of the Company and such Subsidiary, taken as a whole,
      in each case free and clear of all liens, charges, security interests,
      encumbrances, rights of first refusal, or other restrictions (collectively
      “Liens”) except for Liens as do not materially affect the value
      of such property and do not materially interfere with the use made and proposed
      to be made of such property by the Company and each Subsidiary and Liens for
      the
      payment of federal, state or other taxes, the payment of which is neither
      delinquent nor subject to penalties.  Any real property and facilities held
      under lease by the Company is held by the Company under valid, subsisting and
      enforceable leases with which the Company and each Subsidiary is in material
      compliance.

     

     (u)           Disclosure. 
      All disclosure provided to the Purchasers regarding the Company, its business
      and the transactions contemplated hereby, including the Disclosure Schedules
      to
      this Agreement, furnished by or on behalf of the Company are true and correct
      and do not contain any untrue statement of a material fact or omit to state
      any
      material fact necessary in order to make the statements made therein, in light
      of the circumstances under which they were made, not misleading.

     

     (w)           Intellectual
      Property.

    


    (i)           The
      Company and/or its Subsidiaries own, free and clear of claims or rights of
      any
      other Person, with full right to use, sell, license, sublicense, dispose of,
      and
      bring actions for infringement of, or has acquired licenses or other rights
      to
      use, all Intellectual Property necessary for the conduct of its business as
      presently conducted (other than with respect to “off-the-shelf” software which
      is generally commercially available and open source software which may be
      subject to one or more “general public” licenses).  All works that are
      used or incorporated into the Company’s or its Subsidiaries’ services, products
      or services or products actively under development and which is proprietary
      to
      the Company or its Subsidiaries was developed by or for the Company or its
      Subsidiaries by the current or former employees, consultants or independent
      contractors of the Company or its Subsidiaries or purchased by the Company
      or
      its Subsidiaries and are owned by the Company or its Subsidiaries, free and
      clear of claims and rights of any other Person.

     

    (ii)  The
      business of the Company and its Subsidiaries as presently conducted and the
      production, marketing, licensing, use and servicing of any products or services
      of the Company and its Subsidiaries do not, to the Company’s knowledge, infringe
      or conflict with any patent, trademark, copyright, or trade secret rights of
      any
      third parties or any other Intellectual Property of any third
      parties.  Neither the Company nor any of its Subsidiaries has received
      written notice from any third party asserting that any Intellectual Property
      owned or licensed by the Company or its Subsidiaries, or which the Company
      or
      its Subsidiaries otherwise has the right to use, is invalid or unenforceable
      by
      the Company or its Subsidiaries, as the case may be, and, to the Company’s
      knowledge, there is no valid basis for any such claim (whether or not pending
      or
      threatened).  No claim is pending or, to the Company’s knowledge,
      threatened against the Company or any of its Subsidiaries nor has the Company
      or
      any of its Subsidiaries received any written notice or other written claim
      from
      any Person  asserting that any of the Company’s or its Subsidiaries’
present or contemplated activities infringe or may infringe in any material
      respect any Intellectual Property of such Person, and the Company is not aware
      of any infringement by any other Person of any material rights of the Company
      or
      any of its Subsidiaries under any Intellectual Property Rights.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

     (iii)           All
      unexpired and in force licenses or other agreements under which the Company
      or
      any of its Subsidiaries is granted Intellectual Property (excluding licenses
      to
      use “off-the-shelf” software utilized in the Company’s or its Subsidiaries’
internal operations and which is generally commercially available) are in full
      force and effect and, to the Company’s knowledge, there is no material default
      by any party thereto.  The Company has no reason to believe that the
      licensors under such licenses and other agreements do not have and did not
      have
      all requisite power and authority to grant the rights to the Intellectual
      Property purported to be granted thereby.  All unexpired licenses or
      other agreements under which the Company or any of its Subsidiaries has granted
      rights to Intellectual Property to others (including all end-user agreements)
      are in full force and effect, there has been no material default by the Company
      or its Subsidiaries thereunder and, to the Company’s knowledge, there is no
      material default by any other party thereto.

     

    (iv)           Each
      of the Company and its Subsidiaries have taken all steps required in accordance
      with commercially reasonable business practice to establish and preserve its
      respective ownership in its owned Intellectual Property and to keep confidential
      all material technical information developed by or belonging to the Company
      or
      its Subsidiaries which has not been patented or copyrighted.  To the
      Company’s knowledge, neither the Company nor any of its Subsidiaries is making
      unlawful use of any Intellectual Property of any other Person, including,
      without limitation, any former employer of any past or present employees of
      the
      Company or any of its Subsidiaries.  Current and former employees,
      independent contractors or consultants of the Company and its Subsidiaries
      have
      executed agreements regarding confidentiality, proprietary information and
      assignment of inventions and copyrights to the Company or its Subsidiaries
      (as
      the case may be), and neither the Company nor any of its Subsidiaries has
      received written notice that any employee, consultant or independent contractor
      is in violation of any agreement or in breach of any agreement or arrangement
      with former or present employers relating to proprietary information or
      assignment of inventions.  Without limiting the foregoing: (i) the
      Company and each of its Subsidiaries have taken reasonable security measures
      to
      guard against unauthorized disclosure or use of any of its Intellectual
      Property; and (ii) the Company has no reason to believe that any Person
      (including, without limitation, any former employee or consultant of the Company
      or its Subsidiaries) has unauthorized possession of any of its Intellectual
      Property, or any part thereof, or that any Person has obtained unauthorized
      access to any of its Intellectual Property.  The consummation of the
      transactions contemplated by this Agreement and the other Transaction Agreements
      will not materially alter or impair, individually or in the aggregate, any
      of
      such rights of the Company or its Subsidiaries.

    


    (x)           Foreign
      Corrupt Practices.  Neither the Company, nor, to the Company’s
      knowledge, any director, officer, agent, employee or other person acting on
      behalf of the Company or any Subsidiary, since December 31, 2006, has (i) used
      any corporate funds for any unlawful contribution, gift, entertainment or other
      unlawful expenses relating to political activity, (ii) made any direct or
      indirect unlawful payment to any foreign or domestic government official or
      employee (including without limitation any bribe, rebate, payoff, influence
      payment, kickback or other unlawful payment), or (iii) violated any provision
      of
      the Foreign Corrupt Practices Act of 1977, as amended.

     

    
      
         

      

      
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    (y)           Employee
      Matters.  There is no strike, labor dispute or union organization
      activities pending or, to the knowledge of the Company, threatened between
      it
      and its employees (or between any of its Subsidiaries and such Subsidiary’s
      employees).  No employees of the Company belong to any union or
      collective bargaining unit.  The Company has complied in all material
      respects with all applicable federal and state equal opportunity and other
      laws
      related to employment.

     

    (z)           Environment.  To
      the Company’s knowledge, neither the Company nor any of its Subsidiaries has any
      current liability under any Environmental Law, nor, to the knowledge of the
      Company, do any factors exist that are reasonably likely to give rise to any
      such liability that, individually or in the aggregate, has had or would
      reasonably be expected to have a Material Adverse Effect.  To the
      Company’s knowledge, neither the Company nor any of its Subsidiaries has
      violated any Environmental Law applicable to it now or previously in effect,
      other than such violations or infringements that, individually or in the
      aggregate, have not had and would not reasonably be expected to have a Material
      Adverse Effect.

     

    (aa)           Investment
      Company Status.  The Company is not, and immediately after receipt
      of the Purchase Price for the Securities issued under this Agreement will not
      be, an “investment company” or an entity “controlled” by an
“investment company” within the meaning of the Investment Company Act of
      1940, as amended (the “Investment Company Act”), and the
      Company shall conduct its business in a manner so that it will not become
      subject to the Investment Company Act.

    


    (bb)           Taxes.  Except
      as disclosed in Schedule 6(bb), the Company and each of its Subsidiaries (i)
      have prepared in good faith all tax returns required to be filed by it or is
      on
      a current extension and such returns are complete and accurate in all material
      respects and (ii) have paid all taxes required to have been paid by it, except
      for taxes which it reasonably disputes in good faith or the failure of which
      to
      pay has not had or would not reasonably be expected to have a Material Adverse
      Effect.  Neither the Company nor any of its Subsidiaries has any
      liability with respect to accrued taxes in excess of the amounts that are
      described as accrued in the most recent financial statements included in the
      Reports.  No stock transfer or other taxes (other than income taxes)
      are required to be paid in connection with the issuance and sale of any of
      the
      Securities, other than such taxes for which the Company has established
      appropriate reserves and intends to pay in full on or before the
      Closing.

     

    (cc)          Solvency.  (i)
      The fair saleable value of the Company’s assets exceeds the amount that will be
      required to be paid on or in respect of the Company's existing Debt as such
      Debt
      matures or is otherwise payable; (ii) the Company's assets do not constitute
      unreasonably small capital to carry on its business for the current fiscal
      year
      as now conducted and as proposed to be conducted taking into account the current
      and projected capital requirements of the business conducted by the Company
      and
      projected capital availability; and (iii) the current cash flow of the Company,
      together with the proceeds the Company would receive upon liquidation of its
      assets, after taking into account all anticipated uses of such amounts, would
      be
      sufficient to pay all Debt when such Debt is required to be paid.  The
      Company has no knowledge of any facts or circumstances which lead it to believe
      that it will be required to file for reorganization or liquidation under the
      bankruptcy or reorganization laws of any jurisdiction, and has no present
      intention to so file.

     

    
      
         

      

      
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    (dd)          Transactions
      with Interested Person.   Except for Peter Voss, no officer,
      director or employee of the Company or any of its Subsidiaries is or has taken
      any steps to become a party to any transaction with the Company or any
      Subsidiary (other than for services as employees, officers and directors),
      including any contract, agreement or other arrangement providing for the
      furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer,
      director or such employee or, to the knowledge of the Company, any entity in
      which any officer, director, or any such employee has a substantial interest
      or
      is an officer, director, trustee or partner.

    


    (ee)          No
      Other Agreements.  The Company has not, directly or indirectly,
      entered into any agreement with or granted any right to any Purchaser relating
      to the terms or conditions of the transactions contemplated by this Agreement
      or
      the Transaction Agreements except as expressly set forth therein.

     

    7.           Regulation
      D Offering.  This Offering is being made pursuant to the exemption
      from the registration provisions of the 1933 Act afforded by Section 4(2) or
      Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated
      thereunder.  The Company will provide, at the Company’s expense, such
      other legal opinions in the future as are reasonably necessary for the exercise
      of the Warrants, and resale of the Warrant Shares.

     

    8.           Reissuance
      of Securities.  The Company agrees to reissue certificates
      representing the Warrant Shares without the legends set forth in Sections 5(e)
      and 5(f) above at such time as (a) the holder thereof is permitted to and
      disposes of the Securities pursuant to Rule 144(d) and/or Rule 144(k) under
      the
      1933 Act in the opinion of counsel reasonably satisfactory to the Company,
      or
      (b) upon resale subject to an effective registration statement after the Shares
      and the Warrant Shares are registered under the 1933 Act.  The Company
      agrees to cooperate with each Purchaser in connection with all resales pursuant
      to Rule 144(d) and Rule 144(k) and provide legal opinions at the Company’s
      expense necessary to allow such resales provided the Company and its counsel
      receive reasonably requested written representations from each Purchaser and
      selling broker, if any.

     

    9.           Broker’s
      Compensation.

    


    The
      Company agrees to indemnify the Purchaser against and hold it harmless from
      any
      and all liabilities to any persons claiming brokerage commissions on account
      of
      services purported to have been rendered on behalf of the indemnifying party
      in
      connection with this Agreement or the transactions contemplated hereby and
      arising out of such party’s actions.  The Company represents that
      other than Halpern Capital there are no other parties entitled to receive fees,
      commissions, or similar payments in connection with the offering described
      in
      this Agreement.

     

    
      
         

      

      
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    10.           Covenants
      of the Company.  The Company covenants and agrees with the
      Purchasers that from the Closing Date until two (2) years from the Closing
      Date
      or such later date as is expressly set forth below, as follows:

     

    (a)          Stop
      Orders.  The Company will advise the Purchasers, promptly after it
      receives notice of issuance by the Commission, any state securities commission
      or any other regulatory authority of any stop order or of any order preventing
      or suspending any offering of any securities of the Company, or of the
      suspension of the qualification of the Common Stock of the Company for offering
      or sale in any jurisdiction, or the initiation of any proceeding for any such
      purpose.

     

    (b)          Listing;
      Bluesky.  If applicable, the Company shall use its reasonable best
      efforts to promptly secure the listing of the Warrant Shares upon each national
      securities exchange, or automated quotation system, if any, upon which shares
      of
      common stock are then listed (subject to official notice of issuance) and shall
      use its reasonable best efforts to maintain such listing so long as any
      Securities are outstanding.  The Company shall use its reasonable best
      efforts to maintain the listing of its Common Stock on the American Stock
      Exchange, Nasdaq, OTC Bulletin Board, or New York Stock Exchange (whichever
      of
      the foregoing is at the time the principal trading exchange or market for the
      Common Stock (the “Principal Market”)), and will comply in all
      material respects with the Company’s reporting, filing and other obligations
      under the bylaws or rules of the Principal Market, as applicable.  The
      Company will provide the Purchasers copies of all notices it receives notifying
      the Company of the threatened and actual delisting of the Common Stock from
      any
      Principal Market.

     

    (c)           Market
      Regulations.  If required, the Company shall notify the
      Commission, the Principal Market and applicable state authorities, in accordance
      with their requirements, if any, of the transactions contemplated by this
      Agreement, and shall take all other necessary action and proceedings as may
      be
      required and permitted by applicable law, rule and regulation, for the legal
      and
      valid issuance of the Securities to the Purchasers and promptly provide copies
      thereof to Purchaser.

     

    (d)           Reporting
      Requirements.  The Company will (i) cause its Common Stock to
      continue to be registered under Section 12(b) or 12(g) of the 1934 Act, (ii)
      comply in all respects with its reporting and filing obligations under the
      1934
      Act, (iii) comply with all reporting requirements that are applicable to an
      issuer with a class of shares registered pursuant to Section 12(b) or 12(g)
      of
      the 1934 Act, as applicable, and (iv) comply with all requirements related
      to
      any registration statement filed pursuant to this Agreement.  The
      Company will not take any action or file any document (whether or not permitted
      by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend
      such registration or to terminate or suspend its reporting and filing
      obligations under said acts.  Until the earlier of the resale of the
      Warrant Shares by each Purchaser or at least two (2) years after the Warrants
      have been exercised, the Company will use its best efforts to continue the
      listing or quotation of the Common Stock on the Principal Market and will comply
      in all respects with the Company’s reporting, filing and other obligations under
      the bylaws or rules of the Principal Market.

     

    (e)           Use
      of Proceeds.  The Purchase Price will be used by the Company as
      disclosed in Schedule 10(e).

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    (f)           Reservation
      of Common Stock.  The Company undertakes to reserve from its
      authorized but unissued common stock, at all times that Warrants remain
      outstanding, a number of common shares equal to the amount of shares of Common
      Stock issuable upon exercise of the Warrants.

     

    (g)           Taxes.  The
      Company will promptly pay and discharge, or cause to be paid and discharged,
      when due and payable, all lawful taxes, assessments and governmental charges
      or
      levies imposed upon the income, profits, property or business of the Company;
      provided, however, that any such tax, assessment, charge or levy need not be
      paid if the validity thereof shall currently be contested in good faith by
      appropriate proceedings and if the Company shall have set aside on its books
      adequate reserves with respect thereto, and provided, further, that the Company
      will pay all such taxes, assessments, charges or levies forthwith upon the
      commencement of proceedings to foreclose any lien which may have attached as
      security therefore.

     

    (h)           Insurance.  The
      Company is insured by insurers of recognized financial responsibility against
      such losses and risks and in such amounts as are prudent and customary in the
      businesses in which the Company and each subsidiary is engaged.  Neither
      the Company nor any subsidiary has any reason to believe that it will not be
      able to renew its existing insurance coverage as and when such coverage expires
      or to obtain similar coverage from similar insurers as may be necessary to
      continue its business without a significant increase in
      cost.   The Company will keep its assets which are of an
      insurable character insured by financially sound and reputable insurers against
      loss or damage by fire, explosion and other risks customarily insured against
      by
      companies in the Company’s line of business, in amounts sufficient to prevent
      the Company from becoming a co-insurer and not in any event less than 100%
      of
      the insurable value of the property insured; and the Company will maintain,
      with
      financially sound and reputable insurers, insurance against other hazards and
      risks and liability to persons and property to the extent and in the manner
      customary for companies in similar businesses similarly situated and to the
      extent available on commercially reasonable terms.

     

    (i)           Books
      and Records.  The Company will keep true records and books of
      account in which full, true and correct entries will be made of all dealings
      or
      transactions in relation to its business and affairs in accordance with
      generally accepted accounting principles applied on a consistent
      basis.

     

    (j)           Governmental
      Authorities.  The Company shall duly observe and conform in all
      material respects to all valid requirements of governmental authorities relating
      to the conduct of its business or to its properties or assets.

     

    (k)           Good
      Standing; Stockholder Information. The Company and its Subsidiaries will
      maintain its corporate existence in good standing and provide each Purchaser
      with copies of all materials sent to its stockholders, in each such case at
      the
      same time as such materials are delivered to such stockholders.

     

    (l)           Properties;
      Operations.  The Company will keep its properties in good repair,
      working order and condition, reasonable wear and tear excepted, and from time
      to
      time make all needful and proper repairs, renewals, replacements, additions
      and
      improvements thereto; and the Company will at all times comply with each
      provision of all leases to which it is a party or under which it occupies
      property if the breach of such material provision could reasonably be expected
      to have a Material Adverse Effect.  The Company will further comply
      with all agreements, documents and instruments binding on it or affecting its
      business, including, without limitation, all material contracts, except for
      instances of noncompliance that would not reasonably be expected to have,
      individually or in the aggregate, a Material Adverse
      Effect.   The Company shall maintain in full force and effect all
      rights and licenses necessary to conduct its business and to use Intellectual
      Property owned or possessed by it that is reasonably necessary to the conduct
      of
      its business.  The Company shall refrain from taking any action or
      entering into any arrangement which in any way materially and adversely affects
      the provisions of this Agreement or any other Transaction Document.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    (m)           Confidentiality.  The
      Company agrees that it will not disclose publicly or privately the identity
      of
      the Purchasers unless expressly agreed to in writing by a Purchaser or only
      to
      the extent required by law; provided, however, the Purchasers consent to being
      named in the 8-K filed by the Company in connection with the sale of the
      Securities.

    


    (n)           Transactions
      with Affiliates.  Any transaction or arrangement between the
      Company or any of its Subsidiaries and any Affiliate or employee of the Company
      or any of its Subsidiaries shall be effected only on an arms’ length basis and
      shall be approved by the Board of Directors, including a majority of the
      Company’s directors not having an interest in such
      transaction.  Purchasers acknowledge that the sale of 100,000,000
      shares of Common Stock to Peter Voss, or his affiliated investment entity,
      for
      $25,000,000 shall not be deemed a violation of this section.

    


    11.           Indemnification
      of Purchasers.   The Company will indemnify and hold each
      Purchaser and its directors, managers, officers, shareholders, members,
      partners, employees and agents (each, a “Purchaser
      Party”) harmless from any and all losses, liabilities, obligations,
      claims, contingencies, damages, costs and expenses, including all judgments,
      amounts paid in settlements, court costs and reasonable attorneys’ fees and
      costs of investigation that any such Purchaser Party may suffer or incur as
      a
      result of or relating to (a) any breach of any of the representations,
      warranties, covenants or agreements made by the Company in this Agreement or
      in
      the other Transaction Documents or (b) any action instituted against a
      Purchaser, or any of them or their respective Affiliates, by any stockholder
      of
      the Company who is not an Affiliate of such Purchaser, with respect to any
      of
      the transactions contemplated by the Transaction Documents (unless such action
      is based upon a breach by such Purchaser of its representations, warranties
      or
      covenants under the Transaction Documents or any agreements or understandings
      such Purchaser may have with any such stockholder or any violations by such
      Purchaser of state or federal securities laws or any conduct by such Purchaser
      which constitutes fraud, gross negligence, willful misconduct or
      malfeasance).  If any action shall be brought against any Purchaser Party
      in respect of which indemnity may be sought pursuant to this Agreement, such
      Purchaser Party shall promptly notify the Company in writing, and the Company
      shall have the right to assume the defense thereof with counsel of its own
      choosing and to control any settlement of the claim; provided, however,
      that the Company will not settle any claim unless it first obtains the consent
      of the relevant Purchaser Parties, which consent shall not be unreasonably
      withheld if such settlement (i) does not require the Purchaser Parties to make
      any payment that is not indemnified under this Agreement, (ii) does not impose
      any non-financial obligations on the Purchaser Parties and (iii) does not
      require an acknowledgment of wrongdoing on the part of the Purchaser
      Parties.  Any Purchaser Party shall have the right to employ separate
      counsel in any such action and participate in the defense thereof, but the
      fees
      and expenses of such counsel shall be at the expense of such Purchaser Party
      except to the extent that (i) the employment thereof has been specifically
      authorized by the Company in writing, (ii) the Company has failed after a
      reasonable period of time to assume such defense and to employ counsel or (iii)
      in such action there is, in the reasonable opinion of such separate counsel,
      a
      material conflict on any material issue between the position of the Company
      and
      the position of such Purchaser Party.  The Company will not be liable to
      any Purchaser Party under this Agreement (i) for any settlement by an Purchaser
      Party effected without the Company’s prior written consent, which shall not be
      unreasonably withheld or delayed  (it being agreed that it shall not
      be unreasonable for the Company to withhold or delay such consent if the Company
      (x) has acknowledged in writing its obligation to indemnify such Purchaser
      Party
      with respect to such matter, (y) the Company has assumed and is actively and
      in
      good faith pursuing the defense of such matter as herein provided, and (z)
      provided to such Purchaser Party reasonably acceptable evidence that the Company
      is able to comply with its indemnification obligations hereunder); or (ii)
      to
      the extent, but only to the extent that a loss, claim, damage or liability
      is
      attributable to such Purchaser Party’s wrongful actions or omissions, or gross
      negligence or to such Purchaser Party’s breach of any of the representations,
      warranties, covenants or agreements made by such Purchaser in this Agreement
      or
      in the other Transaction Documents.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    12.           Miscellaneous.

     

    (a)           Notices.  All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) delivered by reputable
      air courier service with charges prepaid, or (iii) transmitted by hand delivery,
      email, or facsimile, addressed as set forth below or to such other address
      as
      such party shall have specified most recently by written notice.  Any
      notice or other communication required or permitted to be given hereunder shall
      be deemed effective (a) upon hand delivery or delivery by facsimile or email,
      with accurate confirmation generated by the transmitting facsimile machine,
      or
      confirmation of email delivery, at the address or number designated below (if
      delivered on a business day during normal business hours where such notice
      is to
      be received), or the first business day following such delivery (if delivered
      other than on a business day during normal business hours where such notice
      is
      to be received) or (b) on the second business day following the date of mailing
      by express courier service, fully prepaid, addressed to such address, or upon
      actual receipt of such mailing, whichever shall first occur.  The
      addresses for such communications shall be: (i) if to the Company, to: Global
      Realty Development Corp., 11555 Heron Bay Boulevard, Suite 200, Coral Springs,
      Florida 33076; telecopier number: 954-603-0522, with a copy by fax only to:
      Richardson & Patel LLP, Murdock Plaza, 10900 Wilshire Boulevard, Suite 500,
      Los Angeles, California 90024, fax number: 310-208-1154, Attn: Addison Adams,
      and (ii) if to the Purchasers, to: the address and telecopier number indicated
      on the signature page hereto.

     

    (b)           Entire
      Agreement; Amendment; Waivers; Assignment.  This Agreement and
      other Transaction Documents delivered in connection herewith represent the
      entire agreement between the parties hereto with respect to the subject matter
      hereof and may be amended only by a writing executed by the Company and the
      Purchaser or Purchasers holding a majority of the Notes, with respect to
      amendments affecting the Notes, or a majority of the Warrants with respect
      to
      amendments affecting the Warrants, or a majority of the Warrant Shares with
      respect to amendments affecting the Warrant Shares. No provision hereof may
      be
      waived other than by a written instrument signed by the party against whom
      enforcement of any such waiver is sought, unless such waiver is approved by
      a
      majority of the holders entitled to amend such provision as set forth
      above.  Any waver or consent shall be effective only in the specific
      instance and for the specific purpose for which given.  Neither the
      Company nor the Purchasers have relied on any representations not contained
      or
      referred to in this Agreement and the documents delivered
      herewith.   No right or obligation of either party shall be
      assigned by that party without prior notice to and the written consent of the
      other party; however, each Purchaser may assign its rights and obligations
      hereunder, in connection with any private sale or transfer of Notes or Warrants
      in accordance with the terms hereof, as long as, as a condition precedent to
      such transfer, the transferee executes an acknowledgment agreeing to be bound
      by
      the applicable provisions of this Agreement, in which case the term
“Purchaser” shall be deemed to refer to such transferee as though such
      transferee were an original signatory hereto.  The terms and
      conditions of this Agreement shall inure to the benefit of and be binding upon
      the respective successors and permitted assigns of the parties.

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    (c)           Execution.  This
      Agreement may be executed by facsimile transmission, and in counterparts, each
      of which will be deemed an original.

     

    (d)           Law
      Governing this Agreement.  This Agreement shall be governed by and
      construed in accordance with the laws of the State of Florida without regard
      to
      principles of conflicts of laws.  Any action brought by either party
      against the other concerning the transactions contemplated by this Agreement
      shall be brought only in the state courts of Florida or in the federal courts
      located in the state of Florida.  Both parties and the individuals
      executing this Agreement and other agreements on behalf of the Company agree
      to
      submit to the jurisdiction of such courts and waive trial by jury.  In
      the event that any provision of this Agreement or any other agreement delivered
      in connection herewith is invalid or unenforceable under any applicable statute
      or rule of law, then such provision shall be deemed inoperative to the extent
      that it may conflict therewith and shall be deemed modified to conform with
      such
      statute or rule of law.  Any such provision which may prove invalid or
      unenforceable under any law shall not affect the validity or enforceability
      of
      any other provision of any agreement.

     

    (e)           Specific
      Enforcement, Consent to Jurisdiction.  The Company and Purchaser
      acknowledge and agree that irreparable damage would occur in the event that
      any
      of the provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached.  It is accordingly agreed
      that the parties shall be entitled to an injunction or injunctions to prevent
      or
      cure breaches of the provisions of this Agreement and to enforce specifically
      the terms and provisions hereof or thereof, this being in addition to any other
      remedy to which any of them may be entitled by law or equity.  Subject
      to this Section 12(e) hereof, each of the Company and Purchaser hereby waives,
      and agrees not to assert in any such suit, action or proceeding, any claim
      that
      it is not personally subject to the jurisdiction of such court of the State
      of
      Florida, that the suit, action or proceeding is brought in an inconvenient
      forum
      or that the venue of the suit, action or proceeding is
      improper.  Nothing in this Section shall affect or limit any right to
      serve process in any other manner permitted by law.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    (f)           Fees
      and Expenses.  Each Purchaser and the Company shall pay the fees
      and expenses of its advisers, counsel, accountants and other experts, if any,
      and all other expenses incurred by such party incident to the negotiation,
      preparation, execution, delivery and performance of this Agreement and the
      Transaction Documents.

    


    (g)           Survival;
      Severability.  The representations, warranties, covenants and
      indemnities made by the parties herein and in the other Transaction Documents
      shall survive the Closing notwithstanding any due diligence investigation made
      by or on behalf of the party seeking to rely thereon.  In the event
      that any provision of this Agreement becomes or is declared by a court of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      shall continue in full force and effect without said provision;
provided, that in such case the parties shall negotiate in good faith
      to replace such provision with a new provision which is not illegal,
      unenforceable or void, as long as such new provision does not materially change
      the economic benefits of this Agreement to the parties.

    


    (h)           Independent
      Nature of Purchaser’s Obligations and Rights.  The obligations of
      each Purchaser hereunder are several and not joint with the obligations of
      the
      other Purchasers hereunder, and no Purchaser shall be responsible in any way
      for
      the performance of the obligations of any other Purchaser
      hereunder.  Nothing contained herein or in any other Transaction
      Agreement, and no action taken by any Purchaser pursuant hereto or thereto,
      shall be deemed to constitute any Purchasers as a partnership, an association,
      a
      joint venture or any other kind of entity, or a “group” as described in Section
      13(d) of the Exchange Act, or create a presumption that any Investors are in
      any
      way acting in concert with respect to such obligations or the transactions
      contemplated by this Agreement.  Each Purchaser has been represented
      by its own separate counsel in connection with the transactions contemplated
      hereby, shall be entitled to protect and enforce its rights, including without
      limitation rights arising out of this Agreement or the other Transaction
      Agreements, individually, and shall not be required to join any other Purchaser
      as an additional party in any proceeding for such purpose.

    


                          (i)           Limited
      Liability.  Notwithstanding anything herein to the contrary, the
      Company acknowledges and agrees that the liability of a Purchaser rising
      directly or indirectly, under any Transaction Agreement of any and every nature
      whatsoever shall be satisfied solely out of the assets of such Purchaser, and
      that no trustee, officer, other investment vehicle or any other Affiliate of
      such Purchaser or any investor, shareholder or holder of shares of beneficial
      interest of such a Purchaser shall be personally liable for any liabilities
      of
      such Purchaser.

     

    13.           Certain
      Definitions.  When used herein, the following terms shall have the
      respective meanings indicated:

    


    “Affiliate”
      means any Person that, directly or indirectly through one or more
      intermediaries, controls or is controlled by or is under common control with
      a
      Person, as such terms are used in and construed under Rule 144.

    


    “Business
      Day” means any day other than a Saturday, a Sunday or a day on which the New
      York Stock Exchange or commercial banks located in Florida are authorized or
      permitted by law to close.

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    “Debt”
      means, as to any Person at any time: (a) all indebtedness, liabilities and
      obligations of such Person for borrowed money; (b) all indebtedness, liabilities
      and obligations of such Person to pay the deferred purchase price of Property
      or
      services, except trade accounts payable of such Person arising in the ordinary
      course of business that are not past due by more than 60 days; (c) all capital
      lease obligations of such Person; (d) all indebtedness, liabilities and
      obligations of others guaranteed by such Person; (e) all indebtedness,
      liabilities and obligations secured by a Lien existing on Property owned by
      such
      Person, whether or not the indebtedness, liabilities or obligations secured
      thereby have been assumed by such Person or are non-recourse to such Person;
      (f)
      all reimbursement obligations of such Person (whether contingent or otherwise)
      in respect of letters of credit, bankers’ acceptances, surety or other bonds and
      similar instruments; and (g) all indebtedness, liabilities and obligations
      of
      such Person to redeem or retire shares of capital stock of such
      Person.

    


    “Intellectual
      Property” means any U.S. or foreign patents, patent rights, patent
      applications, trademarks, trade names, service marks, brand names, logos and
      other trade designations (including unregistered names and marks), trademark
      and
      service mark registrations and applications, copyrights and copyright
      registrations and applications, inventions, invention disclosures, protected
      formulae, formulations, processes, methods, trade secrets, computer software,
      computer programs and source codes, manufacturing research and similar technical
      information, engineering know-how, customer and supplier information, assembly
      and test data drawings or royalty rights.

    


    “Lien”
means
      any lien, charge,
      encumbrance, security interest, right of first refusal or other restrictions
      of
      any kind.

    


    “Person”
      means any individual, corporation, trust, association, company, partnership,
      joint venture, limited liability company, joint stock company, Governmental
      Authority or other entity.

    


    “Senior
      Securities” means (i)
      any Debt issued or assumed by the Company and (ii) any securities of the Company
      which by their terms have a preference over the Notes in respect of payment
      of
      dividends, redemption or distribution upon liquidation.

    


    “Subsidiary”
or
“Subsidiaries”
      means, with respect to the Company, TFM Group, LLC, a Delaware limited liability
      company, MJD Films, Inc., a Delaware corporation, and SMS Text Media, Inc.
      a
      Nevada corporation.  “Subsidiary” or “Subsidiaries” as used herein or
      in any of the Transaction Documents expressly does not include any other
      subsidiaries of the Company, including, without limitation, (i) Australian
      Agricultural and Property Management Limited,  (ii) No. 2 Holdings
      Pty. Ltd., (iii)  Victorian Land Development Pty. Ltd, and (iv)
      Ausland Properties Pty Ltd.  As used herein, the lower-case term
“subsidiary” or “subsidiaries”, refers to any and all subsidiaries of the
      Company, without limitation, whether currently in existence or created after
      the
      date herein.

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    


     

     

    [Signatures
      Page Follows]

     

    


    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    


     

    SIGNATURE
      PAGE TO THE NOTE AND WARRANT PURCHASE AGREEMENT

     

    


     

    Please
      acknowledge your acceptance of the foregoing Note and Warrant Purchase Agreement
      by signing and returning a copy to the undersigned whereupon it shall become
      a
      binding agreement between us.

     

     

     

    
      	 	
              GLOBAL
                REALTY DEVELOPMENT CORP.

            	 
	 	A
              Delaware corporation	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	 	Name:
              Robert
              Kohn	 
	 	 	Title:
              Chief
              Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	Dated:
              July [     ], 2007	 


    

     

     

     

    
      	
              PURCHASER

            	
              PURCHASE
                PRICE

            	
              WARRANTS

            
	 	 	 
	
              
                 

                 

                ________________________________________

                (Signature)

                 

                Name
                  and Address

              

               

               

            	 	 


    

    
 

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

     

     

    


    EXHIBIT
      A

     

    FORM
      OF 12% SENIOR PROMISSORY NOTE

     

     

     

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

     

     

     

    EXHIBIT
      B

     

    FORM
      OF WARRANT

     

     

     

     

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

     

    EXHIBIT
      C

     

    REGISTRATION
      RIGHTS AGREEMENT

     

     

     

     

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

     

     

     

    EXHIBIT
      D

     

    LOCK
      UP AGREEMENT

     

     

     

     

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    EXHIBIT
      E

     

    PLEDGE
      AND SECURITY AGREEMENT

     

     

     

     

     

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    EXHIBIT
      F

     

    COLLATERAL
      AGENT AGREEMENTEXHIBIT G

     

    ESCROW
      AGREEMENT

     

     

     

     

     

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    Schedule
      6 (bb)

     

     

     

    
 

     

    
      	
              State
                of Delaware Division of Corporations

              Franchise
                Tax

            	
              [   $57,000             ]

            


    

    


     

     

     

     

     

     

     

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    Schedule
      10 (e)

     

    Debt
      Funding – Use Of Proceeds Schedule

    


    


    Re:
      Halpern Fees

           Escrowed
      Funds

           MJD
      Films

           TFM
      Group – (Loan)

           SMS
      Text Media, Inc. – Acquisition

           Global
      – (Fees)

    


    


    1st  $1,000,000.00

    


    
      	
              1.  

            	
              $70,000.00
                – Halpern Capital Escrowed Fees = 12% per annum x 6
                Months*

            


    

    
      	
              2.  

            	
              $50,000.00
                – MJD Films

            


    

    
      	
              3.  

            	
              $300,000.00
                – TFM Group (Loan)

            


    

    
      	
              4.  

            	
              $530,000.00
                – SMS Text Media, Inc.
                (Acquisition)

            


    

    
      	
              5.  

            	
              $50,000.00
                – Global

            


    

    


    2nd  $1,000,000.00

    


    
      	
              1.  

            	
              $70,000.00
                – Halpern Capital Escrowed Fees = 12% per annum x 6
                Months

            


    

    
      	
              2.  

            	
              $300,000.00
                – TFM Group (Loan)

            


    

    
      	
              3.  

            	
              $580,000.00
                – SMS Text Media Inc. (Acquisition)

            


    

    
      	
              4.  

            	
              $10,000.00
                –MJD Films

            


    

    
      	
              5.  

            	
              $40,000.00
                - Global

            


    

    


    3rd  $1,000,000.00

    


    
      	
              1.  

            	
              $70,000.00
                – Halpern Capital Escrowed Fees plus interest at 12% per annum (not
                included in total)

            


    

    
      	
              2.  

            	
              $100,000.00
                – TFM Group (Loan)

            


    

    
      	
              3.  

            	
              $780,000.00
                – SMS Text Media, Inc. (Acquisition
                )

            


    

    
      	
              4.  

            	
              $10,000.00
                – MJD Films

            


    

    
      	
              5.  

            	
              $40,000.00
                – Global

            


    

    


    4th  $1,000,000.00

    


    
      	
              1.  

            	
              $70,000.00
                – Halpern Capital Fees = 7% x
                $1,000,000.00

            


    

    
      	
              2.  

            	
              $60,000.00
                – Escrowed Fees = 12% per annum x 6
                Months

            


    

    
      	
              3.  

            	
              $100,000.00
                – TFM Group (Loan)

            


    

    
      	
              4.  

            	
              $400,000.00
                – SMS Text Media, Inc.
                (Acquisition)

            


    

    
      	
              5.  

            	
              $370,000.00
                – Global

            


    

    


    5th  $1,000,000.00

    


    
      	
              1.  

            	
              $70,000.00
                – Halpern Capital Fees = 7% x
                $1,000,000.00

            


    

    
      	
              2.  

            	
              $250,000.00
                – TFM Group (Loan)

            


    

    
      	
              3.  

            	
              $50,000.00
                – MJD Films

            


    

    
      	
              4.  

            	
              $420,000.00
                – SMS Text Media, Inc.
                (Acquisition)

            


    

    
      	
              5.  

            	
              $210,000.00
                – Global

            


    

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

    
 

    6th  $1,000,000.00

    


    
      	
              1.  

            	
              $70,000.00
                – Halpern Capital Fees = 7% x
                $1,000,000.00

            


    

    
      	
              2.  

            	
              $250,000.00
                – TFM Group (Loan)

            


    

    
      	
              3.  

            	
              $290,000.00
                – SMS Text Media , Inc .

            


    

    
      	
              4.  

            	
              $290,000.00
                – Global

            


    

    
      	
              5.  

            	
              $100,000.00
                – MJD Films

            


    

    


    Totals:

    


    
      	
              1.  

            	
              $420,000.00
                – Halpern Capital Fees (excluding any earned
                interest)

            


    

    
      	
              2.  

            	
              $220,000.00
                – MJD Films

            


    

    
      	
              3.  

            	
              $1,300,000.00
                – TFM Group (Loan)

            


      	4.  	$3,000,000.00
              – SMS Text Media, Inc. (Acquisition)


    

    
      	
              5.  

            	
              $1,060,000.00
                – Global (Fees)

            


    

    
      $6,000,000.00

    

    


    *Note:
      Halpern Capital will permit the Company to escrow its fees on this transaction
      and pay them once Halpern Capital raises three million dollars ($3,000,000).
      All
      warrants then due to Halpern Capital will also be issued at this time. Following
      the initial $3,000,000 raised, fees will be paid to Halpern Capital within
      5
      business days of the Company’s receipt of funds. For convenience, Halpern
      Capital may permit the company to issue warrants fees less frequently to
      consolidate documentation.  For any reason, should the total raised by
      Halpern Capital be less than three million dollars ($3,000,000) and Halpern
      Capital, in its sole discretion, decides that further funds can not be raised,
      Halpern Capital may demand full payment of all fees due to it, and the escrow
      agent shall pay such fees within 5 business days. Fees held by the escrow agent
      shall accrue interest at 12% per annum. At any time prior to its receipt of
      the
      cash portion of its fees, Halpern Capital shall have the right to convert such
      cash fees into Offering Units, effective the date the fees were
      earned.