PROMISSORY NOTE

1.       Principal / Borrower Promise to Pay

FOR VALUE RECEIVED , the undersigned, Willing Holding, Inc., a Florida corporation whose address is 3 Centerview Drive, Suite 240, Greensboro, North Carolina 27407 (“Borrower”), promises to pay to Thomas L. DiStefano III, the Borrowers Chairman and CEO (“Lender”), whose address is 2910 NW 26 ^th Ave., Boca Raton, FL 33434, the principal sum of $13,000.00.  All sums owing under this Note are payable in lawful money of the United States of America.

2.       Interest

There shall be no Interest accrued on this Note.

All amounts required to be paid under Lender’s Note shall be payable at Lender’s office located at 2910 NW 26 ^th Ave., Boca Raton, FL 33434 , or at another place as Lender, from time to time, may designate in writing.

3.       Payment of Principal

The entire unpaid principal balance, together with all accrued interest shall be due and payable in full on the Maturity Date (as defined hereunder).

4.       Maturity Date

The entire principal balance of this Note, together with all accrued and unpaid interest and fees, shall be due and payable on or before December 1, 2009 (“Maturity Date”), unless otherwise prepaid in accordance with the terms of this Note.

5.       Additional Consideration.

None

6.       Prepayment; Subsequent Financing.

Borrower may prepay the whole or any portion of this Note on any date, upon notice to Lender.  Lender shall be entitled to receive repayment in full of Borrower’s obligations hereunder out of any funds of Borrower within five (5) days of the closing of any subsequent financing of Borrower (whether completed as a debt or equity financing).

7.       Late Charge

If any required payment, including the final payment due on the maturity date, is not paid within 15 days from and including the date upon which it was due (whether by acceleration or otherwise), then, in each such event, all past due amounts shall be subject to a late penalty of five (.05) cents on every dollar owed (the “late penalty”).  This late penalty shall be in addition to any other interest due as provided for in Paragraph 2 and in addition to all other rights and remedies provided herein or by law for the benefit of the holder on a default.  The acceptance of any payment by the holder of the Note shall not act to restrict the holder at all in exercising any other rights under the Note or the law, to waive or release Borrower from any obligations contained herein, or to extend the time for payments due under this Note.

8.       Default and Remedies

If Borrower fails to pay principal on the date on which it falls due or to perform any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding.  Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note.  In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year.

The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender.  They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it.

9.       Attorneys’ Fees and Costs

Borrower shall pay all attorneys fees in connection with the preparation of this Note.

If Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal.

10.       Waivers

(a)           Borrower hereby waives and releases all benefit that might accrue to Borrower by virtue of any prese