gpnt8k20090612ex4-2.htm


    
      

      

    

    Exhibit 4.2

    

      EXHIBIT
D

      


      CONVERTIBLE
PROMISSORY NOTE

      (The
“Note”)

      


      


      


      May 23,
2008

      


      Amount:  $4,000,000

      


      FOR VALUE
RECEIVED, the undersigned, ("Borrower") promises to pay to Catino, SA,
("Lender"), with an address of Aquilino de la Guardia 8, P.O. Box
0823-02435,  Panama, Republic of Panama, or at such place or places as
Lender may designate, the principal sum of Four Million ($4,000,000) Dollars,
without defalcation or discount, for value received, with interest thereon at
the rate set forth below, all in lawful money of the United States
(collectively, the "Loan).

      


      1.       
     Term.  The
term of this Loan (the "Term") shall be for eighteen (18) months.

      


      2.   
         Interest.  Interest
will be charged and accrue on that part of outstanding principal which has not
been paid at the rate of twelve percent (12 %) per annum (the
“Rate”).  Interest will be charged beginning on the date Borrower
receives all of the principal and will continue until the full amount of
principal Borrower has received has been paid.

      


      3.      
      Payments.  Payments
shall be payable at Aquilino de la Guardia 8PO Box 0823-02435 Panama, Republic
of Panama, or at such other place as the Lender may designate, in writing, and
shall be repaid as follows:

      


      Subject
to the provisions contained in paragraph 4, the Loan shall be repaid at the end
of eighteen (18) months.  Payment shall be due and payable on the 23rd
day of November 2009 which final payment shall consist of all unpaid principal
and any interest which shall have accrued thereon.

      


      4.   
         Conversion.

      (a)           Merger and
Acquisition.  On consummation of a merger with a publicly held
company, the Borrower will cause its successor company to assume the Borrower’s
obligations under this Note.  This Note will not be convertible prior
to such assumption and on conversion this Note will be convertible into common
stock of the public company.

       

      (b)           Conversion.  In the event the Borrower consummates a merger with a publically held company,
the entire principal
and accrued interest
outstanding on this Note
shall be converted (the
“Exchange Conversion”) into
the successor company’s equity securities immediately upon consummation of such
merger. Contemporaneous with the Exchange Conversion, the entire
principal amount of this Note then outstanding, together with the accrued and
unpaid interest thereon, will be converted automatically into shares of common
stock of the merged public company at the rate of one share for each $1.00 of
principal and interest; provided, that there are not more than 31,500,000 shares
of the merged public company then outstanding. In the event that there are more
than 31,500,000 shares of the merged public company then outstanding, the
conversion price shall be reduced by a ratio equivalent to 31,500,000 divided by
the number of shares then actually outstanding. The issuance of such shares upon such
conversion shall be upon the terms and subject to the conditions applicable to
the merger. Upon completion of the Exchange
Conversion, all Collateral (as herein defined) shall be
released.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      5.           
 Failure of
Merger. In the event that
Borrower shall not consummate a merger as described in paragraph 4,
within eighteen (18) months of issuance of the Note, then principal and
accrued interest with respect to the Note will immediately become due and
payable, and the Lender shall be entitled to an additional fee in the amount of
ten (10%) percent of the then outstanding principal amount of the
Note.  Alternatively, Lender shall have the option, to be exercised at
Lender’s sole discretion, of retaking the Collateral in exchange for the
Note

      


      6.         
   Late
Charges.  Borrower shall pay to Lender a late charge of five
percent (5%) of any payment not received by Lender within fifteen (15) calendar
days after the payment is due.  The imposition or collection of this
fee shall not however constitute a waiver of any default or demand by
Lender.

      


      7.      
      Events of
Default.  At the option of Lender, upon the occurrence of any
of the following events of default ("Events of Default"), the Borrower will be
in default ("Default"):

      (a)           Nonpayment
of any amount due either under this Note.

      (b)           The
filing by Borrower or against Borrower of a petition in bankruptcy or insolvency
or in reorganization or for the appointment of a receiver, custodian,
liquidator, trustee, or other official covering Borrower or any of its assets,
or a making by the Borrower of an assignment for the benefit of creditors, or
the filing of a petition for an arrangement by the Borrower which is not
withdrawn or continued, dismissed, cancelled, and/or terminated before the end
of thirty (30) days' following commencement.

      (c)           Failure
to comply with or breach or default in any of the terms or conditions of the
Business Assets Purchase and Sales Agreement and failure to cure such breach
within a reasonable time.

       

      8.            
Notice of
Default.  Lender shall provide Borrower with a fifteen (15) day
notice and a reasonable time period to cure following an Event of Default after
the earlier of (i) notice to Borrower of the Default, or (ii) the date Borrower
knows or should have known of the existence of such Default.

      


      9.     
       Lender's Rights upon
Default.  Upon an Event of Default, which is not cured pursuant
to any notice or cure period provided herein, Lender may, at Lender's option
declare Borrower to be in Default.  Upon declaration of Default, the
entire unpaid principal balance and any outstanding accrued interest, fees and
costs of this Note shall be immediately due and payable by Borrower
("Acceleration").  Payment of the foregoing may be enforced and
recovered at any time by one or more remedies provided to Lender in this Note,
and Lender may, at its option, thereafter exercise any rights it has against the
Collateral for this Note.


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

      


      Lender
may exercise this option to accelerate during any Default regardless of any
prior forbearance.  If the Lender has required Borrower to pay
immediately in full as described above, the Lender will have the right to be
reimbursed by Borrower for all reasonable costs and expenses incurred by Lender
to the extent not prohibited by applicable law.  Those expenses may
include, for example, reasonable attorneys' fees.

      The terms
and conditions of the Business Assets Purchase and Sale Agreement are
incorporated by reference into this Note.  This Note shall be governed
by and construed in accordance with the laws of the State of
Florida.

      


      10.          
Borrower's
Waivers.  Presentment, demand of payment, notice of nonpayment,
dishonor or acceleration, protest or notice of protest, and all other notices or
demands in connection with the delivery, acceptance, performance, default or
enforcement of this Note are hereby waived by all makers, sureties, and
endorsers, and shall be binding upon them and their successors and
assigns.  Any failure by Lender to insist upon strict performance by
Borrower of any of the terms and provisions of the Note shall not be deemed a
waiver of any of the terms or provisions thereof, and the Lender shall have the
right thereafter to insist upon strict performance by the Borrower of any and/or
all of them.  Any failure or delay of Lender to exercise any right
hereunder shall not be construed as a waiver of the right to exercise the same
or any other right at any other time or times.  The waiver by Lender
of a breach or default of any provisions of this Note shall not operate or be
construed as a waiver of any subsequent breach or default
thereof.  Borrower agrees to reimburse Lender for all reasonable
expenses, including reasonable attorneys' fees, incurred by Lender to enforce
the provisions of this Note, protect and preserve Lender's rights and collect
Borrower's obligations hereunder.

      


      11.         
 Interest
Determination.  If, at any time, the rate of interest hereunder
shall be deemed by any competent court of law, governmental agency, or tribunal
to exceed the maximum rate of interest permitted by the laws of any applicable
jurisdiction or the rulers or regulations of any appropriate regulatory
authority or agency, then, during such time as such rate of interest would be
deemed excessive, that portion of each interest payment attributable to that
portion of such interest rate that exceeds the maximum rate of interest so
permitted shall be deemed a voluntary prepayment of principal.

      


      12.        
  Notices.  Any
notice to Borrower provided for in this Note shall be given by mailing such
notice by certified mail addressed to Borrower at the address listed below, or
to such other address as Borrower may designate by notice to the
Lender.  Any notice to the Lender shall be given by overnight delivery
service or mailing such notice by certified mail, return receipt requested, to
the Lender at the address stated in the first paragraph of this Note or to such
other address as may have been designated by notice to Borrower.

      


      13.        
 Construction.  The
words "Borrower" and "Lender" include the singular and plural, individual or
corporation or company, and the respective heirs, executors, administrators,
successors and assigns of the Borrower or Lender, as the case may
be.  The use of any gender applies to all genders.  If more
than one party is named as a Borrower, the obligation hereunder of each such
party is joint and several.  Any terms not defined herein shall have
the meaning prescribed in the Business Assets Purchase and Sales
Agreement.


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

       


      14.           Collateral.  This Note may be secured by
a first priority lien recordable in the Republic of Panama, encumbering the
vessel m/s Casino Royale; Built: 1974 By: Kynossoura Dockyard, Salamis,
Greece;Flag:  Bahamas; Place of Registration:  Nassau,
Bahamas; Call Sign: C6DP8; Register
Number:  7155221;  IMO Number:  7350 (referred to
as the "Collateral").  Borrower shall cooperate with Lender in all
respects regarding the recording of such lien.  Lender shall cooperate
with Borrower in all respects regarding the removal of the lien upon payment all
amount due to Lender; or the conversion of all amounts due Lender under the
terms of paragraph 5.  Borrower may further encumber the Collateral,
and with the consent of Lender to such additional lien, Seller will subordinate
to that new lien.  The lien of Seller will be fully released and
discharged upon the earlier of: the amounts due under this Note are paid in
full; or (ii) this Note is exchanged for equity under the terms of this Notes
and the related Business Assets Purchase and Sales
Agreement.

      


       

       

      
        


        
          
            
              
                	
                        Witness:

                      	 
      	 
      	 
      	
                        BORROWER:

                      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                        ISLAND
      BREEZE INTERNATIONAL

                      
	 
      	 
      	 
      	 
      	
                        1001
      North America Way

                      
	 
      	 
      	 
      	 
      	
                        Suite
      201

                      
	 
      	 
      	 
      	 
      	
                        Miami,
      Florida 33132

                      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        By:

                      	 
      	 
      
	 
      	 
      	 
      	
                                       
      , President

                      	 
      


              

            

          

        

         


        -4-