ex10-6b.htm


    EXHIBIT
      10.6

     

    ASSIGNMENT
      OF PROMISSORY NOTE

    


    


    _______________
      (“Assignor”), hereby grants, assigns, conveys and
      transfers to LANDBANK ACQUISITION LLC, a California limited liability company
      (“Assignee”), all of its right, privilege, benefit and
      remedies in, to and under that certain Demand Promissory Note in the amount
      of
      $__________, dated September 20, 2007, executed and issued by Landbank, LLC,
      a
      California limited liability company (the “Company”),
      in favor of Assignor (the “Note”), in consideration of
      the issuance of Membership Interests in Assignee as described in the
      Contribution Agreement among Assignee, Assignor and the other Members named
      therein.  A copy of the Note is attached hereto as Exhibit
      A.

    


    Assignor
      hereby represents and warrants
      to Assignee that no previous assignment or security interest in the Note has
      been made or given by Assignor.  Assignor hereby irrevocably
      constitutes and appoints Assignee as its attorney-in-fact, which power is
      coupled with an interest, so Assignee shall have the right to demand, receive
      and enforce Assignor’s rights with respect to the Note, to give appropriate
      receipts, releases and satisfactions, and to do any and all acts with the same
      force and effect as Assignor.

    


    Assignee
      shall, from and after the date
      hereof, have all rights, and shall be bound by and observe all the obligations,
      applicable to the “Holder” as set forth in the Note as if the undersigned had
      originally executed the Note.

    


    Each
      party hereto represents and warrants that it is authorized to take the actions
      contemplated hereunder and shall take such further actions and do such further
      things necessary to fulfill the purposes of this Assignment.

    


    If
      any
      provision of this Assignment shall be invalid, illegal or unenforceable, it
      shall not affect or impair the validity, legality or enforceability of the
      other
      provisions of this Assignment.  This Assignment may not be amended,
      modified or changed, nor shall any waiver of any provision hereof be effective,
      except by a written instrument signed by the party against whom enforcement
      of
      the waiver, amendment, change, or modification is sought.

    


    This
      Assignment shall be binding upon
      Assignor and it successors and assigns, and shall inure to the benefit of
      Assignee and its successors and assigns.  This Assignment shall be
      governed in all respects by the laws of the State of California, without regard
      to the conflict of law provisions thereof.

    


    


    IN
      WITNESS WHEREOF, the undersigned
      have caused this Assignment to be executed as of the date set forth
      below.

    


    


    “Assignor”

    ______________________________

    


    


    By:                                                               
      

    Its:                                                               
      

    


    


    


    “Assignee”

    


    LANDBANK
      ACQUISITION, LLC

    


    


    By:                                                                                                                     

    Its:                                                                

    


    Agreed
      and Consented to:

    


    LANDBANK,
      LLC

    


    


    By:                                                                                                                     

    Its:                                                                

     

    Dated:  September
      20, 2007