Exhibit 2.2
PROMISSORY NOTE
$1,460,000
Fort Lauderdale, Florida
November 3, 2005
FOR VALUE
RECEIVED, Azur Shell Landing Resort, Inc., a Mississippi
corporation with its principal office at
101 NE 3rd Avenue, Suite 1220, Fort
Lauderdale, Florida 33301 (hereinafter
referred to as "Maker"), promises to pay
to the order of Crawford Family Limited
Partnership, a Mississippi limited
partnership ("Crawford") or its assigns
(Crawford and its assigns are each
hereinafter referred to as the "Holder"),
the principal sum of One Million Four
Hundred Sixty Thousand Dollars
($1,460,000), together with interest, in arrears,
from the date hereof on the unpaid
principal balance from time to time
outstanding at the rate per annum equal to
four percent (4 %) per annum. The
principal of this Note shall be payable as
follows: $250,000 on October 24, 2006
and $1,210,000 on October 24, 2007. The
Maker shall pay with each installment of
principal all accrued interest on the Note
to the date of payment of such
principal installment.
All
interest payable hereunder shall be computed on the basis of
the
actual number of days elapsed using a three
hundred sixty-five (365) day year.
All sums payable hereunder are payable in
lawful money of the United States of
America and in immediately available funds
at such place or places as the Holder
may designate in writing. This Note may be
prepaid at any time, in whole or in
part, without penalty. All sums paid under
this Note shall be applied first to
any interest, fees, expenses and other
charges then due and unpaid, in such
order as the Holder shall determine, with
the remaining principal amount, if
any, to be applied to unpaid principal.
Any
failure to pay any amounts due hereunder when due or any breach of
the
Maker's representations, warranties and
agreements hereu
