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 hereunder shall constitute an
event of default hereunder. Upon the occurrence of any event of default, this
Note, at the option of the Holder, shall become immediately due and payable
without presentment, demand, protest or notice of any kind, all of which are
hereby expressly waived by Maker and by every guarantor. The Holder's failure to
exercise such option shall not constitute a waiver of the right to exercise it
at any other time.

      The Holder may assign, transfer or negotiate this Note and any security
for the performance of Maker's obligations hereunder, and in such event all
provisions of this Note shall inure to the benefit of and may be exercised by or
on behalf of the successor Holder, and all payments of principal and of interest
due and to become due under this Note shall not thereafter be subject to any
defense, counterclaim or set-off which Maker may have against any prior Holder.




      All payments of any kind provided for herein, or any portion thereof, not
paid when due, if permitted by law, shall bear interest from such due date at
the rate of six percent (6 %) per annum.

      No renewal or extension granted, or any indulgence shown to, or any
release of, or any dealings between the Holder and any other person,
corporation, or entity now or hereafter interested in this Note or in the
property securing this Note, shall discharge, extend or in any way affect the
obligations of Maker hereunder.

      Maker will pay the legal and other fees and expenses of the Holder
reasonably incurred in connection with or incidental to (i) the preparation and
negotiation of this Note and (ii) the enforcement of any of the obligations of
Maker or rights of the Holder under this Note or any other agreement, document
or instrument now or hereafter executed in connection herewith, by litigation,
foreclosure, or otherwise; and all such fees and expenses shall be indebtedness
under this Note.

      MAKER HEREBY FURTHER WAIVES ITS RIGHT TO TRIAL BY JURY ON ANY ACTION
BROUGHT IN CONNECTION WITH THIS NOTE OR THE SECURITY INSTRUMENTS.

      This Note may not be modified or terminated orally. This Note for all
purposes shall be enforced and construed in accordance with the substantive law
of the State of Mississippi, without resort to that state's conflict of laws
rules. The Maker hereby consents to the non-exclusive jurisdiction and venue of
the state and federal courts located in Mississippi with respect to any matters
arising from enforcement of this Note.

      IN WITNESS WHEREOF, the undersigned has executed this Note under seal as
of the date first above written.

Attest:                                   Azur Shell Landing Resort, Inc.

                                          By:  /s/ Donald Winfrey
- ------------------------------                 ------------------------------
                                               Title: Vice President