DEMAND
      PROMISSORY NOTE

    


    
      	
              $15,000

            	
              August
                1, 2007

            


    

    


    FOR
      VALUE
      RECEIVED, Pretoria Resources, Inc., a corporation organized and existing under
      the laws of State of Delaware, with offices at 11908 Darnestown Road, North
      Potomac, Maryland 20878 (the “Company”), promises to pay to the order of Gail
      Davis, an individual, having an address at 11908 Darnestown Road, North Potomac,
      Maryland 20878 (the "Holder"), the principal amount of FIFTEEN THOUSAND Dollars
      ($15,000.00), together with interest incurred thereon at the rate of eight
      percent (8%) per annum. The entire unpaid principal and accrued interest thereon
      shall be immediately due and payable on demand by the Holder. Interest payable
      hereunder shall be calculated for actual days elapsed on the basis of a 360-day
      year. Any payments of amounts due hereunder shall be in such currency of the
      United States at the time of payment as shall be legal tender for the payment
      of
      public or private debts. 

    


    This
      Note
      shall be paid without deduction by reason of any set-off, defense or
      counterclaim of the Company. This Note may be prepaid in whole or in part by
      the
      Company without penalty or premium at any time and from time to time. All
      payments received by the Holder hereunder will be applied first to costs of
      collection and fees, if any, then to interest, and the balance to principal.
      

    


    All
      payments shall be made at the address for the Holder set forth above, or at
      such
      other place as the Holder hereof may from time to time designate in writing.
      

    


    The
      undersigned waives presentment for payment, demand, protest and notice of
      protest and of non-payment.

    


    Any
      and
      all notices, requests, consents and demands required or permitted to be given
      hereunder shall be in writing, delivered to the addresses stated above. Either
      party may change its address upon written notice as herein
      provided.

    


    Notwithstanding
      any other provision of this Note, interest under this Note shall not exceed
      the
      maximum rate permitted by law; and if any amount is paid under this Note as
      interest in excess of such maximum rate, then the amount so paid will not
      constitute interest but will constitute a prepayment on account of the principal
      amount of this Note.

    


    The
      Company agrees to pay on demand all expenses of collecting and enforcing this
      Note and any guarantee or collateral securing this Note, including, without
      limitation, expenses and fees of legal counsel, court costs and the cost of
      appellate proceedings.

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    This
      Note
      shall be construed and enforced in accordance with, and the rights of the
      parties shall be governed by, the laws of the State of Delaware, without giving
      effect to the conflict of law provisions thereof.

    


    This
      Note
      may not be assigned, transferred or otherwise negotiated by the Holder without
      the prior written consent of the Company. 

    


    This
      Note
      may not be amended without the written approval of the holder.

    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed on the date
      first
      set forth above.

     

    
      	 	 	 
	 	
              PRETORIA
                RESOURCES, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Print
              Name: Barbara Deadwiley
	 	
              Title:
                Secretary

            




    


    
      
        
        

      

      
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