Unassociated Document


     

    Exhibit
      10.1

       

      GRID
        NOTE

       

      May
        1,
        2008        

       

      One
        the
        respective due date for each Advance (as recorded on the grid on the additional
        pages(s) attached hereto) which shall be ON DEMAND from the date of each
        Advance, for value received, the undersigned hereby promises to pay to J
        AND A
        FINANCING, INC. with an office at One Wild Turkey Way, Hamburg, New Jersey
        07419
        (“Lender”), in lawful money of the United States, and in immediately available
        funds, the unpaid principal amount of that Advance (as recorded on the grid
        on
        the additional pages(s) attached hereto) made by the Lender to the undersigned
        which amount, in the aggregate, shall not exceed the sum of one million five
        hundred thousand ($1,500,000.00). The undersigned further promises to pay
        interest (computed on the basis of the actual number of days elapsed over
        a
        period of 365 days) on the due date for each Advance at the rate of nine
        percent
        (9%) per annum on the unpaid principal amount of each Advance. Advance shall
        mean any loan from Lender to BOOMERANG SUB, INC. and/or its subsidiaries
        (collectively referred to as the “Borrower”). Notwithstanding anything to the
        contrary herein, the total amount Advanced under this Note, together with
        all
        accrued interest, shall be due and payable ON DEMAND.

       

      The
        Lender shall, and is hereby authorized by the undersigned to, record on the
        grid
        on the additional pages(s) attached hereto, an appropriate notation evidencing
        the date and amount of each such Advance as well as the date and amount of
        each
        payment by the undersigned in respect thereof.

       

      Each
        of
        the following shall constitute an event of default (“Event of Default”) under
        this Note:

       

      Payment
        Default. Borrower
        fails to make any payment when due under this Note.

       

      Other
        Defaults.
        Borrower
        fails to comply with or to perform any other term, obligation, covenant or
        condition contained in this note or in any of the related documents including
        the term sheet, the mortgage or to comply with or to perform any term,
        obligation, covenant or condition contained in any other agreement between
        Lender and Borrower.

       

      False
        Statements. Any
        warranty, representation or statement made or furnished to Lender by Borrower
        or
        on Borrower’s behalf under this Note or the related documents is false or
        misleading in any material respect, either now or at the time made or furnished
        or becomes false or misleading at any time thereafter.

       

      Insolvency.
        The
        insolvency of Borrower, the appointment of a receiver for any part of Borrower’s
        property, any assignment for the benefit of creditors, any type of creditor
        workout, or the commencement of any proceeding under any bankruptcy or
        insolvency laws by or against Borrower.

       

      Adverse
        Change.
        A
        material adverse change occurs in Borrower’s financial condition, or Lender
        believes the prospect of payment or performance of this Note is
        impaired.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      This
        note
        will be governed by, construed and enforced in accordance with federal law
        and
        the laws of the State of New Jersey without regard to its conflicts of laws
        provisions. This Note has been accepted by Lender in the State of New
        Jersey.

       

      Lender
        may delay or forgo enforcing any of its rights or remedies under this Note
        without losing them. Borrower and any other person who signs, guarantees
        or
        endorses this Note, to the extent allowed by law, waive presentment, demand
        for
        payment, and notice of dishonor. Upon any change in the terms of this Note,
        and
        unless otherwise expressly stated in writing, no party who signs this Note,
        whether as maker, guarantor, accommodation maker or endorser, shall be released
        from liability. All such parties agree that Lender may renew or extend
        (repeatedly and for any length of time) this loan or release any party or
        guarantor; or impair; and take any other action deemed necessary by Lender
        without the consent of or notice to anyone. All such parties also agree that
        Lender may modify this loan without the consent of or notice to anyone other
        than the party with whom the modification is made. The obligations under
        this
        Note are joint and several.

       

      IN
        WITNESS WHEREOF, the Company has caused this Note to be signed in its name
        by
        one of its officers thereunto duly authorized and to be dated as of the day
        and
        year first above written.

      


      
        	 	 	 
	 	
                 BOOMERANG
                  SUB, INC.

                d/b/a
                  Boomerang Systems

              
	 
 	 
 	 
 
	Dated:
                May 1, 2008 	By:  	/s/
                Guy
                Jardine 
	 	
                
Principal
                Operations Officer and
                Vice President