**PROMISSORY
        NOTE**
 
 $10,000.00
              October
                  15, 2007
 
 FOR
        VALUE
        RECEIVED, and intending to be legally bound, Wentworth V, Inc. (the “Maker”),
        hereby unconditionally and irrevocably promises to pay to the order of Vero
        Management, LLC (the “Payee”), in lawful money of the United States of America,
        the sum of ten thousand dollars ($10,000.00) on such date that the Payee,
        by
        delivery of written notice to the Maker, demands payment of all obligations
        hereunder, without presentment for payment, diligence, grace, exhibition of this Promissory
        Note,
        protest, further demand or notice of any kind, all of which are hereby expressly
        waived (the
“Maturity Date”).
 
 Interest
        shall accrue on the outstanding principal balance of this Promissory Note
        on the
        basis of a 360-day year daily from the date the Maker receives the funds
        from
        the Payee until paid in full at the rate of eight and one quarter percent
        (8.25%) per annum, and shall be due and payable at the Maturity Date, or
        the
        prepayment date, if any, whichever is earlier. **** This
        Promissory Note may be prepaid in whole or in part at any time or from time
        to
        time prior to the Maturity Date.
  For
        purposes of this Promissory Note, an "Event of Default" shall occur if the
        Maker
        shall: (i) fail to pay the entire principal amount of this Promissory Note
        when
        due and payable, (ii) admit in writing its inability to pay any of its monetary
        obligations under this Promissory Note, (iii) make a general assignment of
        its
        assets for the benefit of creditors, or (iv) allow any proceeding to be
        instituted by or against it seeking relief from or by creditors, including,
        without limitation, any bankruptcy proceedings.
 
 In
        the
        event that an Event of Default has occurred, the Payee or any other holder
        of
        this Promissory Note may, by notice to the Maker, declare this entire Promissory
        Note to be forthwith immediately due and payable, without presentment, demand,
        protest or further notice of any kind, all of which are hereby expressly
        waived
        by the Maker. In the event that an Event of Default consisting of a voluntary
        or
        involuntary bankruptcy filing has occurred, then this entire Promissory Note
        shall automatically become due and payable without any notice or other action
        by
        Payee. Commencing five days after the occurrence of any Event of Default,
        the
        interest rate on this Note shall accrue at the rate of 18% per
        annum.
 
 The
        nonexercise or delay by the Payee or any other holder of this Promissory
        Note of
        any of its rights hereunder in any particular instance shall not constitute
        a
        waiver thereof in that or any subsequent instance. No waiver of any right
        shall
        be effective unless in writing signed by the Payee, and no waiver on one
        or more
        occasions shall be conclusive as a bar to or waiver of any right on any other
        occasion.
 
 Should
        any part of the indebtedness evidenced hereby be collected by law or through
        an
        attorney-at-law, the Payee or any other holder of this Promissory Note shall,
        if
        permitted by applicable law, be entitled to collect from the Maker all
        reasonable costs of collection, including, without limitation, attorneys’
fees.
 All
        notices and other communications must be in writing to the address of the
        party
        set forth in the first paragraph hereof and shall be deemed to have been
        received when delivered personally (which shall include via an overnight
        courier
        service) or, if mailed, three (3) business days after having been mailed
        by
        registered or certified mail, return receipt requested, postage prepaid.
        The
        parties may designate by notice to each other any new address for the purpose
        of
        this Promissory Note.
  
 
 Maker
        hereby forever waives presentment, demand, presentment for payment, protest,
        notice of protest, and notice of dishonor of this Promissory Note and all
        other
        demands and notices in connection with the delivery, acceptance, performance
        and
        enforcement of this Promissory Note.
 
 This
        Promissory Note shall be binding upon the successors and assigns of the Maker,
        and shall be binding upon, and inure to the benefit of, the successors, heirs,
        legatees and assigns of the Payee.
 
 This
        Promissory Note shall be governed by and construed in accordance with the
        internal laws of the State of Delaware. All disputes between the Maker and
        the
        Payee relating in any way to this Promissory Note shall be resolved only
        by
        state and federal courts located in Delaware, and the courts to which an
        appeal
        therefrom may be taken.
 
 IN
        WITNESS WHEREOF, the undersigned Maker has executed this Promissory Note
        as of
        October 15, 2007.
 **MAKER:**
                
                **WENTWORTH
                  V, INC.**By:Name:
                Kevin R. KeatingTitle:
                President