Unassociated Document


    Exhibit
      10.3

     

    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE "ACT").  NO INTEREST IN THIS NOTE MAY BE OFFERED OR
      SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR
      ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION
      UNDER THE ACT WHERE PAYEE HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL
      THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

     

    GLOBAL
      REALTY DEVELOPMENT CORP.

    12%
      SENIOR PROMISSORY NOTE

    


    
      	
              Original
                Principal Amount: U.S.: $[______].00

            	
              Issuance
                Date: July [__], 2007

            
	
               

            	 
	 	 


    

     

    FOR
      VALUE
      RECEIVED, the undersigned, Global Realty Development Corp., a Delaware
      corporation (the “Company” or “Payor”), having its executive office and
      principal place of business at 11555 Heron Bay Boulevard, Suite 200, Coral
      Springs, Florida 33076, hereby promises to pay to [________________________]
      (the “Payee”)  located at
      [______________________                     ]
      at Payee's address set forth above (or at such other place as Payee may from
      time to time hereafter direct by notice in writing to Payor), the principal
      sum
      of [________________] Dollars ($[________],000), in such coin or currency of
      the
      United States of America as at the time shall be legal tender for the payment
      of
      public and private debts, on the first to occur of the following dates:
      (i): [________ __], 2007 (180 days after the date of issuance) (the
“Maturity Date”) unless extended by the Payor for up to an additional one
      hundred and eighty (180) days (the “Extended Maturity Date”); (ii) the
      date on which the outstanding principal amount of this Note is prepaid in full
      as hereinafter permitted (the “Prepayment Date”); (iii) the date on which
      the Company raises more than Fifteen Million Dollars ($15,000,000) in equity
      or
      debt and financing (exclusive of (a) this offering; (b) the issuance and sale
      by
      the Company of up to one hundred million (100,000,000) shares of common stock
      to
      Peter Voss or his affiliates (the “Voss Securities”) (c) in connection with any
      acquisition by the Company of a business, real estate, license or intellectual
      property right or other asset (including without limitation, a Pachinko parlor
      business and related license rights and real estate), whether through an
      acquisition of stock or a merger of any business, assets or technologies (the
      “Acquisition Securities”)), (the “Funding Date”), and (iv) any other date
      on which any principal amount of, or accrued unpaid interest on, this Note
      is
      declared to be, or becomes, due and payable pursuant to its terms prior to
      the
      Maturity Date (the "Acceleration Date").

     

    This
      Note
      is being issued in connection with a financing (the “Offering”) by the Company
      on a “best efforts” no minimum basis, up to a maximum of $6,000,000 of Offering
      units (each an “Offering Unit”).  Each Offering Unit consists
      of $1.00 principal amount of 12% Senior Promissory Notes (the “Notes”) and
      Warrants to purchase three (3) shares of Common Stock (the “Initial Warrants”),
      to be offered on a “best efforts” basis.  In addition to these Initial
      Warrants, each Offering Unit includes an additional warrant (the “Additional
      Warrant”) to purchase one (1) shares of Common Stock for each Offering
      Unit.  The Additional Warrants are identical in all terms to the
      Initial Warrants (together, the “Warrants”), except that (i) the Additional
      Warrants are escrowed with an escrow agent which shall be Richardson & Patel
      LLP (the “Escrow Agent”) pursuant to an escrow agreement between the Escrow
      Agent, the Payor and the Payees (the “Escrow Agreement”) and (ii) will be
      distributed to the undersigned only upon an Event of Default (as defined in
      Section 6 below), or a Registration Failure (as defined in the Registration
      Rights Agreement between the Payor and the Payees (the “Registration Rights
      Agreement”)).  This Offering is being made only to Investors who
      qualify as “accredited investors” as such term is defined in Rule 501 of
      Regulation D under the Securities Act of 1933, as amended (the “Securities
      Act”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    All
      of
      the proceeds of the Offering will be used by the Company as disclosed in
Schedule A.

     

    This
      Note
      is issued pursuant to that certain Note and Warrant Purchase Agreement entered
      into by and among the Company and the Purchasers described therein, dated as
      of
      July    [    ], 2007, as the same may
      from time to time be amended, modified or supplemented (the “Purchase
      Agreement”).  The Holder of this Note is subject to certain
      restrictions set forth in the Purchase Agreement and shall be entitled to
      certain rights and privileges set forth in the Purchase
      Agreement.  This Note is one of the Notes referred to as the “Notes”
in the Purchase Agreement.

     

    
      	
              1.

            	
              Interest
                And
                Payment.

            


    

     

    1.1.  The
      principal amount of this Note outstanding from time to time shall bear simple
      interest at the annual rate (the "Note Rate") of twelve (12%) percent
      from the date hereof through the earliest to occur of (i) the Maturity
      Date; (ii) the Prepayment Date; (iii) the Funding Date or (iv) the
      Acceleration Date.  In the event the Company extends the Maturity
      Date, the Note Rate shall increase to sixteen (16%) percent from the original
      Maturity Date until the Note is paid.

     

    1.2.  Interest
      accrued on this Note shall be paid in cash on the last day of each month and
      calculated on the basis of actual days. A Late Fee of 2% per month shall apply
      if interest is not paid when due.

     

    1.3.  All
      payments made by the Payor on this Note shall be applied first to the payment
      of
      accrued unpaid interest on this Note and then to the reduction of the unpaid
      principal balance of this Note.

     

    1.4.  In
      the
      event that the date for the payment of any amount payable under this Note falls
      due on a Saturday, Sunday or public holiday under the laws of the State of
      New
      York, the time for payment of such amount shall be extended to the next
      succeeding Business Day (as defined in Section 13 of the Purchase Agreement)
      and
      interest at the Note Rate shall continue to accrue on any principal amount
      so
      effected until the payment thereof on such extended due date.

     

    
      	
              2.

            	
              Security
                and Ranking.

            


    

     

    2.1.  This
      Note
      and such other Notes (the “Notes”) being issued pursuant to the Purchase
      Agreement shall be senior to all current indebtedness of the
      Company.  However, the Company shall be permitted to incur up to ten
      million dollars ($10,000,000) of indebtedness pari passu to the
      Notes.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.2.  The
      Company shall issue a general corporate guarantee in favor of the
      Notes.

     

    2.3.  The
      Note
      Holders (the “Note Holders”) shall have a perfected first lien, including a UCC1
      Security Agreement, on the Beach Boys memorabilia collection (the “Beach Boys
      Collateral”), as described in the appraisal dated July 5, 2007, by Cooper Owen,
      attached as Exhibit A herein, and the subject of the Beach Boys
      Memorabilia Purchase Agreement dated the 15th day of
      April
      2007.  The lien, as provided in this Section, shall be established
      pursuant to the Pledge and Security Agreement (the “Security Agreement”) between
      the Company and a Collateral Agent for the benefit of the Note
      Holders.  The lien shall be established simultaneous with the date the
      Company initially issued the Notes pursuant to the terms of the Purchase
      Agreement (the “Closing Date”).  No other pledge of the Beach Boys
      Collateral is permitted.  

     

    2.4.  Any
      subsidiary other than TFM Group, LLC, MJD Films, Inc., and SMS Text Media,
      Inc.
      (the “Subsidiaries”) shall be permitted to issue the Acquisition Securities and
      incur direct indebtedness without limitation.  The lower case term
“subsidiary” or “subsidiaries” as used in this Agreement and all other
      Transaction Documents, is expressly not limited to TFM Group, LLC., MJD Films,
      Inc., and SMS Text Media, Inc. and includes any and all subsidiaries either
      currently in existence or that might be created in the future.

     

    3.        
      Optional
      Prepayment.  The principal amount of
      this Note may be prepaid in whole or in part at any time, at the sole election
      of the Company, on a pro rata basis among the Note Holders without penalty
      or
      premium, together with unpaid interest thereon accrued through the Maturity
      Date
      or the Extended Maturity Date.  Each partial prepayment of this Note
      shall first be applied to interest accrued through the Maturity Date and the
      Extended Maturity Date and then to accrued and unpaid principal.

     

    4.        
      Mandatory
      Prepayment.  Upon sale of any or all of
      the Beach Boys Collateral, the net proceeds from such sale (the “Net Proceeds”)
      shall be used to repay the Notes pro rata among all the Note
      Holders.  Net Proceeds shall be the sale price less any transaction,
      commission or brokerage fees associated with the sale.  Within three
      (3) Business Days of any such sale, the Company shall give notice to the
      Collateral Agent of the amount of prepayment, accompanied by a listing of the
      items sold, their individual sale prices, and any transaction, commission or
      brokerage fees netted out of the sales proceeds.  Such prepayments
      shall be made within the sooner of (i) thirty-five (35) days following the
      date
      of any such sale or (ii) 5 (five) Business Days of the receipt of
      payment.  Any sale of the Beach Boys Collateral must be made on
      commercially reasonable terms to an unrelated entity.  The Collateral
      Agent Note Holders will promptly cooperate with removal of the UCC1 in
      connection with any items sold pursuant to this Section.

     

    
      	
              5.

            	
              Covenants
                of Payor.

            


    

     

    Payor
      covenants and agrees that, so long as this Note remains outstanding and unpaid,
      in whole or in part:

     

    5.1.  Payor
      will not sell, transfer or dispose of a material part of its assets or the
      assets of the Subsidiaries, provided however that this covenant shall not apply
      to assets held by any other subsidiaries of Payor either currently in existence
      or that might be created in the future;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.2.  Payor
      will not make any loan to any person who is or becomes a shareholder or
      executive employee of Payor, other than for reasonable advances for expenses
      in
      the ordinary course of business;

     

    5.3.  Any
      cash
      flow, profits, assets, or earnings of the Subsidiaries may only be used by
      and
      among the Subsidiaries and may not be, directly or indirectly, transferred
      or
      loaned to any other subsidiary of the Payor.

     

    5.4.  Payor
      will promptly pay and discharge all lawful taxes, assessments and governmental
      charges or levies imposed upon it, its income and profits, or any of its
      property, before the same shall become in default, as well as all lawful claims
      for labor, materials and supplies which, if unpaid, might become a lien or
      charge upon such properties or any part thereof; provided, however, that Payor
      or such subsidiary shall not be required to pay and discharge any such tax,
      assessment, charge, levy or claim so long as the validity thereof shall be
      contested in good faith by appropriate proceedings and Payor or such subsidiary,
      as the case may be, shall set aside on its books adequate reserves with respect
      to any such tax, assessment, charge, levy or claim so contested;

     

    5.5.  Payor
      will do or cause to be done all things necessary to preserve and keep in full
      force and effect its corporate existence, rights and franchises and
      substantially comply with all laws applicable to Payor as its counsel may
      advise;

     

    5.6.  Payor
      will at all times maintain, preserve, protect and keep its property used or
      useful in the conduct of its business in good repair, working order and
      condition (except for the effects of reasonable wear and tear in the ordinary
      course of business) and will, from time to time, make all necessary and proper
      repairs, renewals, replacements, betterments and improvements
      thereto;

     

    5.7.  Payor
      will keep adequately insured, by financially sound reputable insurers, all
      property of a character usually insured by similar corporations and carry such
      other insurance as is usually carried by similar corporations;

     

    5.8.  Payor
      will, promptly following the occurrence of an Event of Default or of any
      condition or event which, with the giving of notice or the lapse of time or
      both, would constitute an Event of Default, furnish a statement of Payor's
      Chief
      Executive Officer or Chief Financial Officer to Payee setting forth the details
      of such Event of Default or condition or event and the action which Payor
      intends to take with respect thereto;

     

    5.9.  Payor
      will, and will cause each of its subsidiaries to, at all times maintain books
      of
      account in which all of its financial transactions are duly recorded in
      conformance with generally accepted accounting principles;

     

    5.10.  Payor
      and
      any Subsidiary shall not issue any debt, equity or other instrument which would
      give the holder thereof, directly or indirectly, rights that are pari passu,
      senior or superior to any right of the Payee, except as expressly permitted
      in
      Section 2 herein.

     

    5.11.  Payor
      shall not create, incur, assume or suffer to exist any pledge, hypothecation,
      assignment, deposit arrangement, lien, charge, claim, or security interest,
      mortgage, deed of trust, easement or encumbrance, or preference, priority or
      other security agreement or preferential arrangement of any kind or nature
      whatsoever (including any lease or title retention agreement, any financing
      lease having substantially the same economic effect as any of the foregoing,
      and
      the filing of, or agreement to give, any financing statement perfecting a
      security interest under the Uniform Commercial Code or comparable law of any
      jurisdiction) with respect to the Beach Boys Collateral;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.12.  Payor
      and
      any subsidiary shall not issue any debt, equity or other instrument which would
      give the holder thereof, directly or indirectly, any rights pari passu, senior
      or superior to any right of the Payee in or to the Beach Boys Collateral;
      and

     

    5.13.  The
      Beach
      Boys Collateral will be insured for not less than three million three hundred
      thousand dollars ($3,300,000) by financially sound reputable insurers. Should
      the total raise under this Offering exceed three million dollars ($3,000,000),
      then such insurance shall be immediately increased to six million six hundred
      thousand dollars ($6,600,000).  The Beach Boys Collateral will be
      stored in an appropriate storage facility designed to accommodate such
      materials. The current storage location, and an inventory if more than one
      storage location is used, is attached herein as an appendix.  The
      Collateral Agent must approve in advance and in writing any planned change
      in
      storage location. The Collateral currently located in the United States may
      not
      be moved to a storage facility outside of the United States, except for Cooper
      Owen in the UK. Except as otherwise provided in Section 4 above and Section
      5.2
      of the Security Agreement, the Beach Boys Collateral shall at all times be
      a
      directly held asset of Payor.  The Beach Boys Collateral shall not be
      sold to, transferred to, or held by any subsidiary of Payor. The use of the
      term
      subsidiary in this Section 5.13 is expressly not limited to TFM Group, MJD
      Films, and SMS Text Media and includes any and all subsidiaries either currently
      in existence or that might be created in the future.

     

    5.14.  Payor
      shall establish a Collateral Agent with regard to the Beach Boys Collateral.
      The
      Collateral Agent’s responsibilities shall be more fully set forth in a
      Collateral Agent Agreement, and shall include (i) controlling, supervising
      and
      recording all access to the Beach Boys Collateral, (ii) verifying the contents
      of the Beach Boys Collateral, (iii) supervising and recording the removal of
      any
      items for sale, (iv) receiving any funds from sale or insurance collections
      on
      the Beach Boys Collateral and redistributing such funds to the Note Holders
      and
      Payor under the terms herein and (v) issuing periodic reports to the Note
      Holders regarding the contents and location of the Beach Boys
      Collateral.

     

    5.15.  Notwithstanding
      the foregoing, Payor and any subsidiaries of the Payor shall be permitted to
      incur indebtedness, including, but not limited to as provided in Section 2
      herein, in connection with any financing of the Acquisition Securities, so
      long
      as any recourse to Payor is subordinated to the claims of Note
      Holders.

     

    5.16.  Peter
      Voss and/or his affiliates shall complete the planned twenty-five million ($25
      million) equity investment in the Company at $0.25 per share of Common Stock
      within fifteen (15) Business Days after the Closing Date.  Common
      Stock pursuant to this Section (the “Voss Securities”) shall have no
      registration rights.

     

    5.17.  If
      the
      Note is not fully repaid by the Original Maturity Date and the Company completes
      a private equity or equity-linked financing prior to full repayment of the
      Note,
      each Note Holder shall have the right to exchange all or any portion of the
      unpaid principal amount of its Notes, plus all accrued but unpaid interest
      thereon, for securities in such financing, provided that the exchange is in
      compliance with applicable securities laws.  Each Investor shall also
      have a right of participation with respect to each and every offering of
      securities that the Company proposes to effect at any time for a period of
      one
      (1) year after the Closing Date provided that this Section shall not apply
      to
      the Acquisition Securities or the Voss Securities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.18.  Sales
      of
      Common Stock by insiders and employees shall not be permitted from and after
      the
      Closing Date until ninety (90) calendar days following the Effectiveness Date
      (as defined in Section 2 of the Registration Rights Agreement).  To
      evidence the foregoing obligation, each officer and director will be required
      to
      execute a lock-up agreement at closing.

     

    5.19.  During
      the period within which the rights represented by the Warrants may be exercised,
      the Company will at all times have authorized and reserved, for the purpose
      of
      issue or transfer upon exercise of the subscription rights evidenced by the
      Warrants, a sufficient number of shares of authorized but unissued Common Stock,
      when and as required to provide for the exercise of the rights represented
      by
      the Warrants.

     

    
      	
              6.

            	
              Events
                of Default.  Each of the following events
                shall constitute an "Event of
                Default":

            


    

     

    6.1.  The
      dissolution of Payor or any vote in favor thereof by the board of directors
      and
      shareholders of Payor;

     

    6.2.  Payor
      makes an assignment for the benefit of creditors, or files with a court of
      competent jurisdiction an application for appointment of a receiver or similar
      official with respect to it or any substantial part of its assets, or Payor
      files a petition seeking relief under any provision of the Federal Bankruptcy
      Code or any other federal or state statute now or hereafter in effect affording
      relief to debtors, or any such application or petition is filed against Payor,
      which application or petition is not dismissed or withdrawn within sixty (60)
      days from the date of its filing;

     

    6.3.  Payor
      fails to pay the principal amount, or interest on, or any other amount payable
      under this Note as and when the same becomes due and payable; except, in the
      case of a failure to pay any interest when and as due, in which case only if
      such failure continues for a period of at least ten (10) Business
      Days;

     

    6.4.  Payor
      sells all or substantially all of its assets or merges or is consolidated with
      or into another corporation; other than a merger with or into a publicly traded
      corporation;

     

    6.5.  A
      proceeding is commenced to foreclose a security interest or lien in the Beach
      Boys Collateral, and not cured within (20) twenty days. However, notice must
      be
      provided to Note Holders of the commencement of such a proceeding within two
      (2)
      Business Days;

     

    6.6.  A
      final
      judgment for the payment of money in excess of $5,000,000 is entered against
      Payor by a court of competent jurisdiction, and such judgment is not discharged
      (nor the discharge thereof duly provided for) in accordance with its terms,
      nor
      a stay of execution thereof procured, within sixty (60) days after the date
      such
      judgment is entered, and, within such period (or such longer period during
      which
      execution of such judgment is effectively stayed), an appeal therefrom has
      not
      been prosecuted and the execution thereof caused to be stayed during such
      appeal;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.7.  An
      attachment or garnishment is levied against the Beach Boys Collateral involving
      an amount in excess of $500,000 and such levy is not vacated, bonded or
      otherwise terminated within sixty (60) days after the date of its
      effectiveness;

     

    6.8.  Payor
      defaults in the due observance or performance of any covenant, condition or
      agreement on the part of Payor to be observed or performed pursuant to the
      terms
      of this Note (other than the default specified in Section 6.3 above), the
      Purchase Agreement, the Registration Rights Agreement or the Warrant (the
“Warrant”), and such default continues uncured for a period of thirty (30) days
      then, upon the occurrence of any such Event of Default under this Section and
      any of the sections above and at any time thereafter, Payee shall have the
      right
      (at Payee's option), upon delivery of written notice to Payor which expressly
      identifies the nature of default under this Section or any of the sections
      above, to declare the principal of, accrued unpaid interest on, and all other
      amounts payable under this Note to be forthwith due and payable, whereupon
      all
      such amounts shall be immediately due and payable to Payee, without presentment,
      demand, protest or other notice of any kind, all of which are hereby expressly
      waived.

     

    6.9.  Payor
      fails to pay the principal amount, or interest on, or any other amount payable
      under this Note as and when the same becomes due and payable (as specified
      in
      Section 6.3 above), then the Company will pay the Payee a default interest
      rate
      of two (2%) per month on all amounts due and owing under the Note for each
      month
      or part thereof beyond the Maturity Date or the Extended Maturity
      Date.  The default interest rate is in addition to the Note Rate and
      shall cease to accrue hereunder as of the date Payor has cured such Event of
      Default.

     

    6.10.  Any
      event
      of default occurs on any other senior indebtedness of Payor or subsidiary
      indebtedness to which the Payor is a guarantor.  Any default occurs
      under any indebtedness of the Company, exclusive of the Acquisition Securities,
      that results in redemption of or acceleration prior to maturity of $2,000,000
      or
      more of such indebtedness in the aggregate.

     

    6.11.  Payor
      creates, incurs, assumes or suffers to exist any pledge, hypothecation,
      assignment, deposit arrangement, lien, charge, claim, or security interest,
      mortgage, deed of trust, easement or encumbrance, or preference, priority or
      other security agreement or preferential arrangement of any kind or nature
      whatsoever (including any lease or title retention agreement, any financing
      lease having substantially the same economic effect as any of the foregoing,
      and
      the filing of, or agreement to give, any financing statement perfecting a
      security interest under the Uniform Commercial Code or comparable law of any
      jurisdiction) with respect to the Beach Boys Collateral; or

     

    6.12.  Payor
      issues any debt, equity or other instrument which would give the holder thereof,
      directly or indirectly, a right in any asset of Payor that are senior or
      superior to any right of the Payee in or to such assets, other than as expressly
      permitted herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              7.

            	
              Replacement
                Of Note.

            


    

     

    7.1.  In
      the
      event that this Note is mutilated, destroyed, lost or stolen, Payor shall,
      at
      its sole expense, execute, register and deliver a new Note, in exchange and
      substitution for this Note, if mutilated, or in lieu of and substitution for
      this Note, if destroyed, lost or stolen.  In the case of destruction,
      loss or theft, Payee shall furnish to Payor indemnity reasonably satisfactory
      to
      Payor, and in any such case, and in the case of mutilation, Payee shall also
      furnish to Payor evidence to its reasonable satisfaction of the mutilation,
      destruction, loss or theft of this Note and of the ownership
      thereof.  Any replacement Note so issued shall be in the same
      outstanding principal amount as this Note and dated the date to which interest
      shall have been paid on this Note or, if no interest shall have yet been paid,
      dated the date of this Note.

     

    7.2.  Every
      Note issued pursuant to the provisions of Section 7.1 above in substitution
      for
      this Note shall constitute an additional contractual obligation of the
      Payor.

     

    8.         Suits
      for Enforcement and Remedies.  If any
      one or more Events of Default shall occur and be continuing, the Payee may
      proceed to (i) protect and enforce Payee's rights either by suit in equity
      or by action at law, or both, whether for the specific performance of any
      covenant, condition or agreement contained in this Note or in any agreement
      or
      document referred to herein or in aid of the exercise of any power granted
      in
      this Note or in any agreement or document referred to herein, (ii) enforce
      the payment of this Note, or (iii) enforce any other legal or equitable
      right of Payee.  No right or remedy herein or in any other agreement
      or instrument conferred upon Payee is intended to be exclusive of any other
      right or remedy, and each and every such right or remedy shall be cumulative
      and
      shall be in addition to every other right and remedy given hereunder or now
      or
      hereafter existing at law or in equity or by statute or otherwise.

     

    
      	
              9.

            	
              Unconditional
                Obligation; Fees, Waivers,
                Other.

            


    

     

    9.1.  The
      obligations to make the payments provided for in this Note are absolute and
      unconditional and not subject to any defense, set-off, counterclaim, rescission,
      recoupment or adjustment whatsoever.

     

    9.2.  If,
      following the occurrence of an Event of Default, Payee shall seek to enforce
      the
      collection of any amount of principal of and/or interest on this Note, there
      shall be immediately due and payable from Payor, in addition to the then unpaid
      principal of, and accrued unpaid interest on, this Note, all reasonable costs
      and expenses incurred by Payee in connection therewith, including, without
      limitation, reasonable attorneys' fees and disbursements.

     

    9.3.  No
      forbearance, indulgence, delay or failure to exercise any right or remedy with
      respect to this Note shall operate as a waiver or as an acquiescence in any
      default, nor shall any single or partial exercise of any right or remedy
      preclude any other or further exercise thereof or the exercise of any other
      right or remedy.

     

    9.4.  This
      Note
      may not be modified or discharged (other than by payment or exchange) except
      by
      a writing duly executed by Payor and Payee or as otherwise provided in the
      Purchase Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9.5.  Payor
      hereby expressly waives demand and presentment for payment, notice of
      nonpayment, notice of dishonor, protest, notice of protest, bringing of suit,
      and diligence in taking any action to collect amounts called for hereunder,
      and
      shall be directly and primarily liable for the payment of all sums owing and
      to
      be owing hereon, regardless of and without any notice, diligence, act or
      omission with respect to the collection of any amount called for hereunder
      or in
      connection with any right, lien, interest or property at any and all times
      which
      Payee had or is existing as security for any amount called for
      hereunder.

     

    10.  Restriction
      on Transfer.  This Note has been
      acquired for investment, and this Note has not been registered under the
      securities laws of the United States of America or any state
      thereof.  Accordingly, no interest in this Note may be offered for
      sale, sold or transferred in the absence of registration and qualification
      of
      this Note, under applicable federal and state securities laws or an opinion
      of
      counsel of Payee reasonably satisfactory to Payor that such registration and
      qualification are not required.

     

    11.  Most
      Favored Nation Exchange.  If the Company
      completes a private equity or equity-linked financing at any time prior to
      full
      repayment of the Note, each Investor will have the right to exchange all or
      any
      portion of the unpaid principal amount of its Notes, plus all accrued but unpaid
      interest thereon, for securities in such financing, provided that the exchange
      is in compliance with applicable securities laws.  In addition, each
      Investor has the right of participation with respect to each and every offering
      of securities that the Company proposes to effect at any time for a period
      of
      one (1) year after the date herein. However, this Section shall not apply to
      the
      Voss Securities and the Acquisition Securities.

     

    
      	
              12.

            	
              Miscellaneous.

            


    

     

    12.1.  The
      headings of the various paragraphs of this Note are for convenience of reference
      only and shall in no way modify any of the terms or provisions of this
      Note.

     

    12.2.  All
      notices required or permitted to be given hereunder shall be in writing and
      shall be deemed to have been duly given when personally delivered or sent by
      registered or certified mail (return receipt requested, postage prepaid),
      facsimile transmission or overnight courier to the address of the intended
      recipient as set forth in the preamble to this Note or at such other address
      as
      the intended recipient shall have hereafter given to the other party hereto
      pursuant to the provisions of this Note.

     

    12.3.  This
      Note
      and the obligations of Payor and the rights of Payee shall be governed by and
      construed in accordance with the substantive laws of the State of Florida
      without giving effect to the choice of laws rules thereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    12.4.  This
      Note
      shall bind Payor and its successors and assigns.

     

    
      	 	
              Global
                Realty Development Corp.

            	 
	 	
              a
                Delaware corporation

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	
              Name:

            	
              Robert
                D. Kohn

            	 
	 	
              Title:

            	
              Chief
                Executive Officer

            	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


     

    Exhibit
      A

    


    


    Beach
      Boys Memorabilia Appraisal dated [________] by Cooper Owen

    


     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Schedule
      A

    


    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

            


    

    


    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)

            


    

    
      	
              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.