Exhibit
      10.1

     

    September
      26, 2007 Superseding Note
      (Superseding May 11, 2007 Note)

     

    
      	US $60,000.00	 	
              September
                26, 2007/May 11,
                2007 

            


    

           

     

    FOR
      VALUE
      RECEIVED, Torbay Holdings, Inc., a Delaware corporation (the “Maker”), promises
      to pay to the order of The Nutmeg/Mercury Fund, LLLP (the “Holder”), a Minnesota
      Limited Liability Partnership having a place of business at 3346 Commercial
      Avenue, Northbrook, Illinois 60062,
      or
      such
      address as the Holder may from time to time designate in writing to the Maker,
      the principal sum of Sixty Thousand Dollars ($60,000) with interest on the
      unpaid balance as hereinafter provided. 

     

     

    RECITALS

     

     

    Whereas,
      the Parties entered into a Promissory Note on May 11, 2007 for $60,000 advanced
      by the Holder;

     

     

    Whereas,
      the Parties would like to enter into a Superseding Agreement so as to avoid
      any
      default;

     

     

    Whereas,
      the Parties would like to extend the Note to May 11, 2009. 

     

     

    Therefore,
      for good and valuable consideration, the receipt and sufficiency of which are
      hereby acknowledged, the Parties, intending to be legally bound, agree as
      follows:

     

    This
      Note
      supersedes the May 11, 2007 Note. 

     

    To
      date,
      $6,223.56 of interest has accrued on this Note.

     

    Hereafter,
      interest shall accrue at the rate of 12.5% per annum, compounded daily, and
      shall accrue and be payable as hereinafter defined. 

     

    The
      principal amount of this Note and all accrued but unpaid interest shall be
      due
      and payable on the May 11, 2009 (the “Maturity Date”). Notwithstanding the
      foregoing, the Maker may prepay up to all the principal amount of this Note
      and
      all accrued but unpaid interest at any time without incurring any penalty,
      subject to Holder’s option of Conversion. 

     

    The
      following shall constitute “Events of Default” under this Note: 

     

    
      	 	
              1.

            	
              The
                Maker fails to make the payment required by this Note within 15 days
                of
                its due date. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              2.

            	
              The
                Maker becomes insolvent or unable to pay its debts as they mature
                or makes
                an assignment for the benefit of creditors, or any proceeding is
                instituted by or against the Maker alleging that the Maker is insolvent
                or
                unable to pay its debts as they mature, and any such proceeding,
                if
                involuntary, is not dismissed or stayed on appeal or otherwise within
                30
                days. 

            


    

     

    Upon
      the
      occurrence of an Event of Default, the entire unpaid principal amount of this
      Note together with accrued but unpaid interest thereon, shall at once become
      due
      and payable without requiring notice by the Holder. Failure to provide notice
      shall not constitute a waiver of this right. From the date of the Event of
      Default, interest shall accrue at a rate of the lesser of 32% per annum or
      the
      maximum rate permitted by applicable law, compounded daily. 

     

    The
      Holder may, at Holder’s option and sole discretion, elect to receive payment of
      any amounts of principal, up to the total amount of the note, along with any
      accrued interest, in shares of common stock of the Maker. The “Conversion Price”
shall be equal to $0.002 per share. For purposes of the preceding sentence,
      if
      the Maker delivers shares on a date other than when shares are due or payable
      in
      accordance with the terms hereof, the Lender can treat the share delivery as
      though made upon the date of the share delivery. At any time, upon 30 days
      written notice from the Maker to Lender (the “Prepayment Notice”), the Maker may
      prepay any or all of the outstanding Note amount. In the event that Maker sends
      a Prepayment Notice to Lender, Lender may elect prior to the Prepayment Date
      to
      convert into Common Stock, pursuant hereto, all or part of the amount of
      principal to be repaid by the proposed Prepayment instead of receiving such
      monetary prepayment. 

     

    It
      is the
      intent of the parties that in no event shall the amount of interest due or
      payment in the nature of interest payable hereunder exceed the maximum rate
      of
      interest permitted by applicable law, as may be in effect from time-to-time,
      and
      in the event the amount of interest due or payable hereunder exceeds such
      maximum rate, interest shall be reduced to the maximum amount that is permitted
      by applicable law and the payment of any such excess shall be deemed to be
      a
      prepayment of principal. 

     

    This
      Note
      shall be governed and construed in accordance with the laws of the State of
      Illinois, without regard to conflict of laws principles thereof. The Maker
      hereby consents to the jurisdiction of the courts located in Cook County,
      Illinois, as the exclusive forum to resolve any disputes arising out of this
      Note. The Maker hereby waives any objection it may have to the jurisdiction
      of
      such courts or the laying of venue in such county.

     

    The
      Maker
      agrees to pay or reimburse the Holder and any other holder hereof of all costs
      and expenses of preparing, seeking advice in regard to, enforcing, and
      preserving its rights under this Note or any guarantee, document or instrument
      executed in the connection herewith (including reasonable attorneys’ fees and
      costs and reasonable time charges of attorneys who may be employees of the
      Holder, whether in or out of court, in original or appellate proceedings or
      in
      bankruptcy.) 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Except
      as
      provided in this Note, presentment, protest, notice, notice of dishonor, demand
      for payment, notice of protest and notice of non-payment are hereby waived.
      

     

    The
      failure or delay by the Holder of this Note in exercising any of his rights
      hereunder in any instance shall not constitute a waiver thereof in that or
      any
      other instance. The Holder of this Note may not waive any of its rights, except
      in an instrument in writing signed by the Holder. 

     

    This
      Note
      may not be amended except in a writing signed by the Maker. 

     

    In
      all
      other respects, any prior defaults have been waived and shall be treated by
      the
      parties as though they did not occur.

     

    


    
      	 	 	
              By:
                /s/ Richard K. Lauer 

              
                
Richard
                K. Lauer

               

              President
                and Chief Executive Officer 

            


    

    

    

     

    The
      Nutmeg/Mercury Fund, LLLP

     

    Accepted:

     

    The
      Nutmeg/Mercury Fund, LLLP

    155
      Revere Drive, Suite 10

    Northbrook
      IL 60062

    Phone:(847)
      291-7711; Fax:(847) 291-7733

     

    
      
        	 	 	
                By:
                  /s/ Randall S. Goulding

                
                  

                

                Name:
                  Randall S. Goulding

                
                  Manager