Exhibit
        10.5

       

      PROMISSORY
        NOTE

      

        
          	$437,803.37 	
                  December
                    22,
                    2005 

                


        

      

       

      FOR
        VALUE
        RECEIVED, Sunvalley Limited, a Seychelles Corporation (the “Maker”),
        hereby promises to pay to Yarraman Winery, Inc., a Nevada corporation (the
        “Company”),
        the
        principal sum of Four Hundred Thirty Seven Thousand Eight Hundred Three Dollars
        and Thirty Seven Cents ($437,803.37), which will be paid in lawful money
        of the
        United States of America, with interest thereon as set forth herein. The
        principal amount outstanding under this Note and all accrued interest thereon
        shall be paid in full to the Company on December 21, 2006 (the “Maturity
        Date”).
        This
        Note is being furnished to the Seller in connection with the transactions
        contemplated by that certain Stock Purchase Agreement entered into as of
        December 22, 2005 by and between the Company and the Maker.

       

      1.  Payment
        of Principal.
        From
        the date hereof until the Maturity Date, the Maker hereby agrees to pay in
        the
        principal sum outstanding under this Note in accordance with the payment
        plan
        provided below:

       

      
        	
              	a)	
                $54,725.42
                  of the principal sum due on January 21, 2006 (thirty (30) days
                  from the
                  date hereof);

              


      

       

      
        	
              	b)	
                $54,725.42
                  of the principal sum due on March 22, 2006 (ninety (90) days from
                  the date
                  hereof);

              


      

       

      
        	
              	c)	
                $109,450.84
                  of the principal sum due on April 21, 2006 (one hundred twenty
                  (120) days
                  from the date hereof);

              


      

       

      
        	
              	d)	
                $109,450.84
                  of the principal sum due on September 18, 2006 (two hundred seventy
                  (270)
                  days from the date hereof;

              


      

       

      
        	
              	e)	
                The
                  remaining principal sum up to $109,450.84, including all accrued
                  an unpaid
                  interest, calculated pursuant to Section 2 below, due on the Maturity
                  Date.

              


      

       

      
        2.    
Interest.
          Interest shall accrue on the outstanding principal amount hereof at a rate
          equal
          to the prime rate as published by The
          Wall Street Journal
          from
          time to time (“the Prime
          Rate”)
          plus
          two and a half percent (2.5%) per annum, computed on the basis of a 360-day
          year
          and shall be payable in arrears in full on the Maturity Date. In the event
          that
          any interest rate provided for herein shall be determined to be unlawful,
          such
          interest rate shall be computed at the highest rate permitted by applicable
          law.


      

       

      3.  Voluntary
        Prepayments.
        Notwithstanding the required payments of outstanding principal to be made
        in
        accordance with Section 1 above, Maker may make optional prepayments of all
        or
        any portion of the then outstanding principal and accrued, but unpaid interest
        under this Note, without premium or penalty of any kind.

       

      4.  Payments
        to the Company.
        Payments under this Note shall be made in lawful money of the United States
        of
        America and in immediately available funds by wire transfer or certified
        check
        as directed by the Company.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      5.  Events
        of Default.
        The
        occurrence of any one or more of the following events shall constitute an
        “Event
        of Default”
        hereunder:

       

      (a)  the
        Maker
        shall fail to make any payment due according to the payment schedule set
        forth
        in Section 1 above (or upon acceleration of the payment due under this Note
        pursuant to Section 5) of the outstanding principal and accrued, but unpaid
        interest due and payable on this Note and such failure shall have continued
        for
        a period of ten (10) days after written notice by the Company to the Maker
        that
        such payment is due and unpaid; 

       

      (b)  the
        commencement of any proceedings (w) in bankruptcy by or against the Maker,
        (x)
        for the dissolution, full or partial liquidation or reorganization of the
        Maker,
        (y) alleging that the Maker is insolvent or unable to pay its debts as they
        mature, or (z) for the readjustment or arrangement of the Maker’s debts, whether
        under the United States Bankruptcy Code or under any other law, whether state
        or
        federal, now or hereafter existing for the relief of debtors, or the
        commencement of any analogous statutory or non-statutory proceedings involving
        the Maker; provided,
        however,
        that if
        such commencement of proceedings against the Maker is involuntary, such action
        shall not constitute an Event of Default unless such proceedings are not
        dismissed within thirty (30) days after the commencement of such proceedings;
        or

       

      (c)  (w)
        the
        appointment of a receiver or trustee for the Maker, or for any substantial
        part
        of the Maker’s assets, (x) a general assignment for the benefit of creditors,
        (y) be adjudicated bankrupt or insolvent or (z) file a petition seeking to
        take
        advantage of any other law providing for the relief of debtors. Notwithstanding
        the foregoing, if such appointment or commencement of proceedings against
        the
        Maker is involuntary, such action shall not constitute an Event of Default
        unless such appointment is not revoked or such proceedings are not dismissed
        within thirty (30) days after the commencement of such proceedings;
        or

       

      (d)  the
        entry
        or filing of any judgment or order in excess of $100,000 against the Maker
        which
        remains unsatisfied or undischarged and in effect for thirty (30) days after
        such entry or filing without a stay of enforcement or execution.

       

      6.  Remedies.
        If at
        any time an Event of Default shall have occurred, then at the sole discretion
        of
        the Maker (a) all outstanding principal and accrued, but unpaid interest
        owing
        under this Note shall immediately become due and payable, together with
        reasonable attorneys’ fees if the collection hereof is placed in the hands of an
        attorney to obtain or enforce payment hereof; or (b) the Maker shall return
        to
        the Company such portion of the Shares that at the time of the Event of Default
        had not been paid for in full.

       

      7.  Miscellaneous.

       

      (a)  Binding
        Effect; Assignment.
        This
        Note shall be binding upon the Maker and its successors and assigns. This
        Note
        may not be assigned by the Maker to any Person. This Note may be assigned
        by the
        Company to any affiliate of the Company.

       

      (b)  Remedies
        Not Waived.
        No
        course of dealing between the Maker and the Company or any delay on the part
        of
        the Company in exercising any rights hereunder shall operate as a waiver
        of any
        right. Any waiver by the Company of any default under this Note shall not
        operate as or be construed to be a waiver of any other default of such provision
        or of any default of any other provision of this Note. All rights and remedies
        of the Company hereunder are cumulative.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (c)  Suits
        for Enforcement.
        Upon
        the occurrence and during the continuation of any one or more Events of Default,
        the Company may proceed to protect and enforce its rights hereunder by suit
        in
        equity, action at law or by other appropriate proceeding, whether for the
        specific performance of any covenant or agreement contained in this Note
        or in
        aid of the exercise of any power granted in this Note, or may proceed to
        enforce
        the payment of this Note, or to enforce any other legal or equitable right
        of
        the Company.

       

      (d)  Collection
        Costs.
        In case
        of any default under this Note, the Maker will pay to the Company such amounts
        as shall be sufficient to cover the costs and expenses of Company including
        reasonable attorney’s fees and expenses actually incurred due to such Event of
        Default.

       

      (e)  Amendments.
        This
        Note may not be amended except by an instrument in writing signed by the
        Maker
        and the Company.

       

      (f)  Waivers.
        The
        Maker expressly waives any presentment, demand, protest, notice of protest,
        or
        notice of any kind except as expressly provided in this Note.

       

      (g)  GOVERNING
        LAW.
        THIS
        NOTE SHALL BE GOVERNED BY AND
        CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
        TO PRINCIPLES OF CONFLICTS OF LAWS.

       

      (h)  JURISDICTION;
        SERVICE; WAIVERS.
        ANY
        ACTION OR
        PROCEEDING IN CONNECTION WITH THIS NOTE MAY BE BROUGHT IN A COURT OF RECORD
        OF
        THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK. THE MAKER AND THE COMPANY
        HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OF THE STATE
        OF NEW
        YORK, AND SERVICE OF PROCESS MAY BE MADE UPON THE MAKER OR THE COMPANY BY
        MAILING A COPY OF THE SUMMONS AND ANY COMPLAINT TO SUCH PERSON, BY REGISTERED
        OR
        CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS TO BE USED FOR THE
        GIVING OF NOTICES UNDER THIS NOTE. THE COMPANY, BY ACCEPTANCE HEREOF, AND
        THE
        MAKER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION,
        INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED
        ON
        THE GROUNDS OF FORUM
        NON CONVENIENS,
        WHICH
        IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OR MAINTAINING OF ANY SUCH ACTION
        OR PROCEEDING IN SUCH JURISDICTION.

       

      (i)  WAIVER
        OF JURY TRIAL.
        THE COMPANY, BY ACCEPTANCE HEREOF, AND THE MAKER EACH HEREBY IRREVOCABLY
        AND
        UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
        SUIT,
        PROCEEDING OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE
        RELATING TO THIS NOTE.

       

      [Balance
        of page intentionally left blank; signature page follows.]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF, the Maker has caused this Promissory Note to be signed in
        its
        name effective as of this 22nd
        day of
        December, 2005.

       

      
        	 	 	 
	 	Sunvalley
                Limited
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Name:

	 	Title: