Unassociated Document


    EXHIBIT
10.6

     

    BAYVIEW
CONCEPTS PTY. LTD

    12%
SENIOR PROMISSORY NOTE

    


    
      	
              Original
      Principal Amount: U.S.: $4,000,000 US DOLLARS

            	
              Issuance
      Date: December 31, 2007

            
	 
      	 
      
	 
      	 
      


    

    FOR VALUE
RECEIVED, the undersigned, Bayview Concepts Pty. Ltd., an Australian Corporation
(the “Company” or “Payor”), having its
executive office and principal place of business at 159 Union Road, Surrey Hills
3127 Australia, hereby promises to pay to Global Realty Development Corp. (the
“Payee”)  located at 11555 Heron Bay Boulevard, Suite 200, Coral
Springs, Fl. 33076 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),
Four Million United States Dollars ($4,000,000), 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 or before the first to occur of the following
dates: (i): Two Million United States Dollars ($2,000,000) payable January
31, 2008, (the “First
Maturity Date”) and Two Million United States Dollars ($2,000,000)
payable September 30, 2008, (the “Second Maturity Date”)..

     

    This Note
is being issued in connection with the acquisition of five Australian real
estate corporations on December 31, 2007.

     

    1. Interest and
Payment.

     

    1.1. There is
no interest if the Note is paid by January 31, 2008. All payments of principal
and interest may be made on or before the appropriate due dates.  The
amount of this Note shall bear simple interest at the annual rate (the "Note Rate") of seven
(7%) per cent from February 1st., 2008
through September 30th., 2008
and twelve (12%) percent from October 1st., 2008
through the date of payment, if the sale of the Australian real estate
corporations is extended and not paid in full on or before September 30th.
2008.

     

    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.

     

    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 and interest at the Note Rate shall continue to accrue
on any principal amount so affected until the payment thereof is made 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 and all
subsidiaries in the future.

     

    
      
         

      

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

     

    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, together with unpaid interest thereon accrued through
the date of such prepayment.

     

    4. INTENTIONALLY
DELETED.

     

    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 any of its subsidiaries;

     

    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. 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;

     

    5.4. 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;

     

    5.5. 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;

     

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

     

    5.7. 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;

     

    
      
         

      

      
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    5.8. 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 sound accounting principles;  and

     

    5.9. 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 Payee.

     

    
      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 final
judgment for the payment of money in excess of $2,000,000 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;

    


    6.6. 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) and such
default continues uncured for a period of thirty (30) days after written notice
of such default shall have been given to Payor by Payee 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.

     

    
      
         

      

      
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    6.7. 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 the Note Rate plus two (2%) per annum on all amounts due and owing until the
Event of Default is cured.  The default interest rate shall cease to
accrue hereunder as of the date Payor has cured such Event of
Default.

     

    6.8. 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.

     

    6.9. 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, or
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.

     

    
      
         

      

      
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    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 unpaid
amount, 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.

     

    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. Miscellaneous.

     

    11.1. 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.

     

    
      
         

      

      
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    11.2. 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), 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.

     

    11.3. 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.

     

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

     

    
      
        	 	      
                Bayview
      Concepts Pty. Ltd., an Australian
    Corporation

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	      
                Name: Roger
      Davis

              	 
	 	 	      
                Title:
      Chief
      Executive Officer

              	 
	 	 	 	 


      

    

     

     

     

     

     

     

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