Unassociated Document


    EXHIBIT 10.5

     

    SALE OF SHARES
AGREEMENT

     

    


    THIS DEED
OF AGREEMENT is made
the                                                                                                           day
of2007

    


    
      	
              BETWEEN:

            	
              GLOBAL REALTY DEVELOPMENT
      CORPORATION a Delaware Company incorporated in the USA of 11555
      Heron Bay Boulevard (suite 200), Coral Springs, Florida, USA, 33076
      ("Vendor")

            
	 	 
	AND:  	BAYVIEW
      CONCEPTS PTY LTD ACN 127 530 885 whose registeredoffice is
      located at 159 Union Road, Surrey Hills, Victoria, Australia, 3127("Purchaser")


    

     

    RECITALS:

     

    
      	
              A.  

            	
              The
      Shares are owned by the Vendor as set out in Schedule
  1.

            


    

     

    
      	
              B.  

            	
              The
      Vendor has agreed to sell and the Purchaser has agreed to purchase the
      Shares on the terms and conditions set out in this
    Agreement.

            


    

     

    OPERATIVE
PROVISIONS:

     

    
      	
              1.  

            	
              DEFINED
      TERMS AND INTERPRETATION

            


    

     

    
      	
              1.1  

            	
              Defined
      Terms

            


    

     

    In this
Deed unless the context admits or requires otherwise –

     

    "Business Day" means a day that
is not a Saturday, Sunday, public or bank holiday in Victoria,
Australia;

     

    "Company" means Ausland
Properties SA Pty Ltd ACN 115 469 335 of 159 Union Road, Surrey Hills, Victoria,
3127;

     

    'Completion' means completion
of the sale and purchase of the Shares contemplated by this
Agreement;

     

    "Completion Date" means 31
December 2007;

     

    "Encumbrance" includes
mortgage, charge, lien, restriction against transfer, encumbrance and other
third party interest;

     

    "Liabilities" includes all
liabilities (whether actual, contingent or prospective), losses, damages, costs
and expenses of whatever description;

     

    "Purchase Price" means the
amount of One hundred dollars ($A100.00)

     

    "Shares" means the ordinary
fully paid shares in the Company held by the Vendor as set out against the
Vendor’s name in Schedule 1; and

     

    "Tax" means all forms of taxes,
duties, imposts, charges, withholdings, rates, levies or other governmental
impositions of whatever nature and by whatever authority imposed, assessed or
charged together with all costs, charges, interest, penalties, fines, expenses
and other additional statutory charges, incidental or related to the imposition
and 'Taxation' has a
corresponding meaning;

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
              1.2  

            	
              Interpretation

            


    

     

    In this
Agreement, unless the context otherwise requires:

     

    
      	
              (a)  

            	
              the
      singular includes the plural and vice versa, and a gender includes other
      genders;

            


    

     

    
      	
              (b)  

            	
              another
      grammatical form of a defined word or expression has a corresponding
      meaning;

            


    

     

    
      	
              (c)  

            	
              a
      reference to a clause, paragraph, schedule or annexure is a reference to a
      clause or paragraph of, or schedule or annexure to, this Agreement, and a
      reference to this Agreement includes its schedules and
      annexures;

            


    

     

    
      	
              (d)  

            	
              a
      reference to a document or Agreement includes the document or Agreement as
      novated, altered, supplemented or replaced from time to
    time;

            


    

     

    
      	
              (e)  

            	
              a
      reference to $A, dollar or $ is a reference to Australian
      currency;

            


    

     

    
      	
              (f)  

            	
              a
      reference to a party to a document includes the party’s executors,
      administrators, successors and permitted assigns and
      substitutes;

            


    

     

    
      	
              (g)  

            	
              a
      reference to a person includes a natural person, partnership, body
      corporate, association, governmental or local authority or agency or other
      entity;

            


    

     

    
      	
              (h)  

            	
              a
      reference to a statute, ordinance, code or other law includes regulations
      and other instruments under it and consolidations, amendments,
      re-enactments or replacements of any of
them;

            


    

     

    
      	
              (i)  

            	
              the
      meaning of general words is not limited by specific examples introduced by
      including or similar expressions;

            


    

     

    
      	
              (j)  

            	
              any
      Agreement, representation, warranty or indemnity in favour of two or more
      parties (including where two or more persons are included in the same
      defined term) is for the benefit of them jointly and
      severally;

            


    

     

    
      	
              (k)  

            	
              any
      Agreement, representation, warranty or indemnity by two or more parties
      (including where two ore more persons are included in the same defined
      term) binds them jointly and
severally;

            


    

     

    
      	
              (l)  

            	
              a
      rule of construction does not apply to the disadvantage of a party because
      the party was responsible for the preparation of this Agreement or any
      part of it; and

            


    

     

    
      	
              (m)  

            	
              if
      a day on or by which an obligation must be performed or an event must
      occur is not a Business Day, the obligation must be performed or the event
      must occur on or by the next Business
Day.

            


    

     

    
      	
              2.  

            	
              SALE
      AND PURCHASE

            


    

     

    
      	
              2.1  

            	
              Agreement
      to sell and purchase

            


    

     

    The
Vendor as owner agrees to sell to the Purchaser and the Purchaser agrees to buy
from the Vendor the Shares:

     

    
      	
              (a)  

            	
              free
      from Encumbrances;

            


    

     

    
      	
              (b)  

            	
              with
      all rights attached or accrued to them on or after the date of this
      Agreement; and

            


    

     

    
      	
              (c)  

            	
              subject
      to this Agreement.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              2.2  

            	
              Waiver
      of pre-emptive rights

            


    

     

    The
Vendor waives in favour of the Purchaser any rights of pre-emption which the
Vendor has or may have in respect of the Shares.

     

    
      	
              3.  

            	
              PURCHASE
      PRICE

            


    

     

    
      	
              3.1  

            	
              Payment
      of Purchase Price

            


    

     

    The
Purchaser shall pay to the Vendor at Completion the Purchase Price.

     

    
      	
              4.  

            	
              COMPLETION

            


    

     

    
      	
              4.1  

            	
              Time
      and place

            


    

     

    Completion
will take place on the Completion Date at the offices of Oakley Thompson &
Co Pty Ltd at Level 19, 500 Collins Street, Melbourne or another time and place
agreed by the parties in writing.

     

    
      	
              4.2  

            	
              Obligations
      of the Vendor

            


    

     

    At or
before Completion, the Vendor must:

     

    
      	
              (a)  

            	
              deliver
      to the Purchaser a duly executed and completed transfer in favour of the
      Purchaser of the Shares in registrable form together with any
      certificate(s) or holding statements pertaining to the Shares (if
      any);

            


    

     

    
      	
              (b)  

            	
              produce
      to the Purchaser any power of attorney or other authority under which the
      transfer of the Shares is executed;

            


    

     

    
      	
              (c)  

            	
              deliver
      to the Purchaser duly executed instruments irrevocably waiving in favour
      of the Purchaser all rights of pre-emption which any person has in respect
      of the Shares; and

            


    

     

    
      	
              (d)  

            	
              do
      all other things necessary or desirable to transfer the Shares and to
      complete any other transaction contemplated by this
    Agreement.

            


    

     

    
      	
              4.3  

            	
              Authority
      to bind trust

            


    

     

    If the
Vendor is a trustee:

     

    
      	
              (a)  

            	
              it
      enters this Agreement and any document which is ancillary, related to, or
      contemplated by this Agreement (‘Transaction Document’)
      to which it is a party, and undertakes and accepts all its obligations and
      liabilities under this Agreement and each other Transaction Document to
      which it is a party, in both its personal capacity and as the trustee for
      the trust and, for the avoidance of doubt, the obligations of the Vendor
      under this Agreement and each other Transaction Document to which it is a
      party will also constitute obligations and liabilities of any trust;
      and

            


    

     

    
      	
              (b)  

            	
              without
      limiting paragraph 4.3(a), the Vendor acknowledges and agrees that the
      Purchaser will have recourse to any assets of the Vendor or any trust upon
      the exercise by the Purchaser of any right under any of the Transaction
      Documents to which the Vendor is a party whether any such asset is held by
      the Vendor in its personal capacity or in its capacity as the trustee of
      the trust.

            


    

     

    
      	
              4.4  

            	
              Transfers

            


    

     

    At
Completion the Vendor will, if requested by the Purchaser, provide consent to
the Company for transfer of the Shares to be registered.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              4.5  

            	
              Simultaneous
      actions at Completion

            


    

     

    In
respect of Completion:

     

    
      	
              (a)  

            	
              the
      obligations of the parties under this Agreement are interdependent;
      and

            


    

     

    
      	
              (b)  

            	
              all
      actions required to be performed will be taken to have occurred
      simultaneously on the Completion
Date.

            


    

     

    
      	
              5.  

            	
              WARRANTIES
      BY VENDOR

            


    

     

    
      	
              5.1  

            	
              Warranties
      by the Vendor

            


    

     

    The
Vendor represents and warrants to the Purchaser that each of the following
statements is true and accurate at the date of this Agreement and will be true
and accurate on the Completion Date:

     

    
      	
              (a)  

            	
              the
      Vendor is validly existing and in good
standing;

            


    

     

    
      	
              (b)  

            	
              the
      Vendor has full authority and all necessary consents to enter into and
      perform this Agreement;

            


    

     

    
      	
              (c)  

            	
              this
      Agreement and all other agreements contemplated by this Agreement will,
      when executed by the Vendor, constitute binding obligations of the Vendor
      in accordance with their respective
terms;

            


    

     

    
      	
              (d)  

            	
              the
      execution, delivery and performance by the Vendor of this Agreement will
      not:

            


    

     

    
      	
              (i)  

            	
              result
      in a breach of any provision of the constitution of the
      Vendor;

            


    

     

    
      	
              (ii)  

            	
              result
      in a breach of, or constitute a default under, any instrument to which the
      Vendor is a party or by which the Vendor is bound and which is material in
      the context of the transactions contemplated by this Agreement;
      or

            


    

     

    
      	
              (iii)  

            	
              result
      in a breach of any order, judgment or decree of any court or governmental
      agency to which the Vendor is a party or by which the Vendor is bound and
      which is material in the context of the transactions contemplated by this
      Agreement;

            


    

     

    
      	
              (e)  

            	
              no
      meeting has been convened, resolution proposed, petition presented or
      order made for the winding up of the
Vendor;

            


    

     

    
      	
              (f)  

            	
              no
      receiver, receiver and manager, provisional liquidator, liquidator or
      other officer of the Court has been appointed in relation to all or any
      material asset of the Vendor;

            


    

     

    
      	
              (g)  

            	
              no
      mortgagee or chargee has taken, attempted or indicated an intention to
      exercise its rights under any security of which the Vendor is the
      mortgagor or charger;

            


    

     

    
      	
              (h)  

            	
              the
      Vendor has complete and unrestricted power and right to sell, assign and
      transfer the Shares to the
Purchaser;

            


    

     

    
      	
              (i)  

            	
              if
      the Shares of the Vendor are held on trust by the Vendor for a beneficial
      owner, the beneficial owner has given the Vendor its unconditional consent
      to sell, assign and transfer the Shares;
and

            


    

     

    
      	
              (j)  

            	
              there
      is no Encumbrance over or affecting the
Shares.

            


    

     

    
      	
              5.2  

            	
              Application
      of the warranties

            


    

     

    Each of
the warranties:

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              (a)  

            	
              remains
      in full force and effect after Completion;
and

            


    

     

    
      	
              (b)  

            	
              is
      separate and independent and is not limited by reference to any other
      warranty or any other provision in this
  Agreement.

            


    

     

    
      	
              5.3  

            	
              Survival

            


    

     

    The
provisions of this clause 5 remain in full force and effect after
Completion.

     

    
      	
              6.  

            	
              REPRESENTATIONS
      BY THE PURCHASER

            


    

     

    
      	
              6.1  

            	
              Representations

            


    

     

    The
Purchaser represents and warrants to the Vendor that each of the following
statements is true and accurate at the date of this Agreement and will be true
and accurate on the Completion Date:

     

    
      	
              (a)  

            	
              it
      is validly existing under the laws of its place of registration or
      incorporation;

            


    

     

    
      	
              (b)  

            	
              it
      has the power to enter into and perform its obligations under this
      Agreement and to carry out the transactions contemplated by this
      Agreement;

            


    

     

    
      	
              (c)  

            	
              it
      has taken all necessary action to authorise its entry into and performance
      of this Agreement and to carry out the transactions contemplated by this
      Agreement; and

            


    

     

    
      	
              (d)  

            	
              its
      obligations under this Agreement are valid and binding and enforceable
      against it in accordance with their
terms.

            


    

     

    
      	
              6.2  

            	
              Application
      of representations by the Purchaser

            


    

     

    Each of
the representations by the Purchaser under clause 6.1 remains in full force
and effect on and after Completion.

     

    
      	
              7.  

            	
              TERMINATION

            


    

     

    
      	
              7.1  

            	
              Default

            


    

     

    If the
Vendor defaults in the performance of any of its obligations under this
Agreement, the Purchaser may immediately terminate this Agreement by giving
notice in writing to the Vendor.

     

    
      	
              7.2  

            	
              Survival

            


    

     

    Clause 6
continues to apply after termination of this Agreement.

     

    
      	
              7.3  

            	
              Accrued
      rights

            


    

     

    Termination
of this Agreement does not affect any accrued rights or remedies of a
party.

     

    
      	
              8.  

            	
              WAIVER

            


    

     

    
      	
              8.1  

            	
              Waiver must be by written
      notice

            


    

     

    The
failure of a party at any time to require performance of any obligation under
this Agreement is not a waiver of that party’s right:

     

    
      	
              (a)  

            	
              to
      claim damages for breach of that obligation;
and

            


    

     

    
      	
              (b)  

            	
              at
      any other time to require performance of that or any other obligation
      under this Agreement,

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    unless
written notice to that effect is given in accordance with clause 9.

     

    
      	
              9.  

            	
              NOTICES

            


    

     

    
      	
              9.1  

            	
              Service
      of notices

            


    

     

    A party
giving or serving notice or notifying under this Agreement must do so in
writing:

     

    
      	
              (a)  

            	
              directed
      to the recipient's address specified in this clause, as varied by any
      notice; and

            


    

     

    
      	
              (b)  

            	
              hand
      delivered or sent by prepaid post or facsimile to that
      address.

            


    

     

    
      	
               
      

            	
              The
      parties' addresses and facsimile numbers are as set out in Schedule
      1.

            


    

     

    
      	
              9.2  

            	
              Receipt

            


    

     

    A notice
given in accordance with clause 9 is taken to be received:

     

    
      	
              (a)  

            	
              if
      hand delivered, on delivery;

            


    

     

    
      	
              (b)  

            	
              if
      sent by prepaid post, two Business Days after the date of posting;
      or

            


    

     

    
      	
              (c)  

            	
              if
      sent by facsimile, when the sender's facsimile system generates a message
      confirming successful transmission of the total number of pages of the
      notice unless, within one Business Day after the transmission, the
      recipient informs the sender that it has not received the entire
      notice.

            


    

     

    
      	
              9.3  

            	
              Execution

            


    

     

    A notice
given in accordance with clause 9 is sufficiently signed for or on behalf
of a party if:

     

    
      	
              (a)  

            	
              in
      the case of a company, it is signed by a director, secretary or other
      officer of the company; or

            


    

     

    
      	
              (b)  

            	
              in
      the case of an individual, it is signed by that
  party.

            


    

     

    
      	
              9.4  

            	
              Other
      modes of service permitted

            


    

     

    The
provisions of this clause 9 are in addition to any other mode of service
permitted by law.

     

    
      	
              10.  

            	
              GOVERNING
      LAW AND JURISDICTION

            


    

     

    
      	
              10.1  

            	
              Governing
      Law

            


    

     

    This
Agreement is governed by the laws applicable in Victoria,
Australia.

     

    
      	
              10.2  

            	
              Jurisdiction

            


    

     

    Each
party irrevocably and unconditionally submits to the non-exclusive jurisdiction
of the courts of Victoria, Australia.

     

    
      	
              11.  

            	
              GENERAL

            


    

     

    
      	
              11.1  

            	
              Duration
      of Provisions

            


    

     

    On
completion of the transactions contemplated in this Agreement, the provisions of
this Agreement will not merge and, to the extent any provision has not been
fulfilled, will remain in force.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              11.2  

            	
              Further
      Action

            


    

     

    Each
party must use reasonable efforts to do all things necessary or desirable to
give full effect to this Agreement.

     

    
      	
              11.3  

            	
              Counterparts

            


    

     

    This
Agreement may be executed in any number of counterparts.

     

    
      	
              11.4  

            	
              Alteration

            


    

     

    This
Agreement may be altered only in writing signed by each party.

     

    
      	
              11.5  

            	
              Costs

            


    

     

    Each
party must bear its own costs of negotiating, preparing and executing this
Agreement.

     

    
      	
              11.6  

            	
              Entire
      Agreement

            


    

     

    This
Agreement including its schedules and annexures:

     

    
      	
              (a)  

            	
              constitutes
      the entire Agreement between the parties as to its subject matter;
      and

            


    

     

    
      	
              (b)  

            	
              in
      relation to that subject matter, supersedes any prior understanding or
      Agreement between the parties and any prior condition, warranty, indemnity
      or representation imposed, given or made by a
  party.

            


    

     

    EXECUTED as a
deed.

     

     

    
      
        	      
                EXECUTED by GLOBAL REALTY
      DEVELOPMENT CORPORATION of 11555
      Heron Bay Boulevard (Suite 200) Coral Springs, Florida, USA
      33076

              	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/

              	 	 	
                 

              	 
	
                      
                  Signature

                

              	 	 	
                 

              	 
	
                      
                  ROBERT
      KOHN

                

              	 	 	
                 

              	 
	 	 	 	 	 
	 	 	 	 	 
	      
                Title

              	 	 	 	 


      



    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
       

      
        
          	      
                  EXECUTED by BAYVIEW CONCEPTS PTY LTD ACN
      127 530 885 in a manner authorised by the Corporations Act with the
      authority of the director(s):

                	 	      
                  )

                  )

                  )

                  )

                
	 	 	 
	
                  /s/

                	 	
                   

                
	
                  Signature of Director

                	 	
                  Signature
      of Director/Secretary

                
	
                  ROGER DAVIS

                	 	
                   

                
	 	 	 
	Name
      of Director in full	 	Name
      of Director/Secretary in full
	      
                  [     ]
      Tick here if sole Director and sole Secretary

                	 	      
                  [Delete
      if not
applicable]

                


        




    

    


     

     

     

    
 

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

     

    SCHEDULE
1

     

    Particulars
of Share holding and Notice Details

     

    
      	
              (a)  

            	
              Vendor’s
      Shares in the Company

            


    

    


    
      	
              Vendor

              (legal
      holder)

            	
              Shares

            	
              Beneficial
      owner

            
	
              Global
      Realty Development Corporation

            	
              100

            	 
      


    

    


     

    
      	
              (b)  

            	
              Details
      for Notice

            


    

     

    Vendor:         
Global Realty Development Corporation

    A
Delaware Company incorporated in the USA

    Address:        11555
Heron Bay Boulevard (Suite 200)

    Coral
Springs, Florida, USA 33076

    Facsimile
no:  0011 1 800 899 7114

     

    Purchaser:    Bayview
Concept Pty Ltd ACN 127 530 885

    Address:        159
Union Road,

    Surrey Hills, Victoria, Australia,
3127

    Email:              rogerdavis@domcapaus.com

    


     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    
    

    
      	      
              Dated: 

            	
               2007

            


    

     

     

     

     

     

     

    GLOBAL REALTY DEVELOPMENT
CORPORATION

    a
Delaware Company incorporated in the USA

    


    


    -and-

    


    


    CAPITAL CONCEPTS HOLDINGS
PTY LTD

    ACN 112
981 030

    


     

     

    
      
        

      

    

    


    SALE
OF SHARES AGREEMENT

    [Ausland
Properties SA Pty Ltd 115 469 335]

    


    
      
        

      

       

    

    


    OAKLEY
THOMPSON & CO

    Solicitors
& Consultants

    Level
19

    500
Collins Street

    MELBOURNE  VIC  3000

    AUSTRALIA

    


    Tel: +61
3 9614 3771

    Fax: +61
3 9629 2883

    


    DX 30975
STOCK EXCHANGE

    


    Ref:
PFG:108476-1

    
 

    10