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DEMAND
PROMISSORY NOTE
Los Angeles,
California October 19, 2009
FOR VALUE RECEIVED and to memorialize certain
undocumented lending transactions that occurred prior to the date
hereof, Trist Holdings, Inc. f/k/a Landbank Group, Inc., a Delaware
corporation (" Obligor "), promises to pay to the order of
Woodman Management Corporation (" Holder "), at Los Angeles,
California, or such other place as may be designated from time to
time by Holder in writing, the principal sum of Two Hundred Fifty
Thousand Dollars ($250,000) with simple interest on the unpaid
principal from December 31, 2007 at the rate of eight percent (8%)
per annum. This Note was originally delivered to
Landbank Acquisition LLC in connection with the Securities Purchase
Agreement dated November 1, 2007 among the Obligor, Landbank
Acquisition LLC and Family Products LLC and constitutes the
“Assigned Debt” as defined therein, and has been
assigned to Holder in connection with the Share Purchase Agreement
dated October 19, 2009 among Obligor, Holder and Europa
International, Inc.
The outstanding principal amount of this Demand
Promissory Note (this “ Note ”), together with
all accrued but unpaid interest, shall be due and payable on the
first Business Day (as defined below) following demand.
All accrued and unpaid inte
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