PROMISSORY
NOTE

    


    
      
        	
                $85,148.70

              	
                Mathews,
      Virginia

              
	
                Execuserve
      Corp.

              	
                February
      9, 2010

              


      

    

    


    FOR VALUE
RECEIVED, the undersigned corporation (hereafter, Corporation) promises to pay
to the order of W. Thomas
Eley, at its offices in Mathews,Virginia, or such other place as the
noteholder shall designate in writing delivered to the Corporation, the
principal sum of $85,148.70, with interest thereon at the rate of six per cent (6%) per annum
from the date hereof until maturity on the dates and in the manner
following:

     

    The maker
shall pay monthly installments in the amount of one thousand six hundred
forty-six dollars and sixteen cents ($1,646.16) for fifty-nine months, beginning
on the date one month from the date of this note, adjusted as described below,
and one final payment on the date sixty months from the date hereof representing
the entire remaining balance due under this note.  The payments shall be
adjusted, if necessary, as follows:  the amount to be paid shall be reduced to
the amount equal to 15.2051% of the cumulative positive cash flow from the
Corporation’s business operations at the payment due date, if such amount is
less than the payment otherwise due, and shall be increased to the smaller of
15.2051% of the cumulative positive cash flow from the Corporation’s business
operations at the payment due date or the aggregate amount due, including prior
reductions in payments which remain unpaid, if 15.2051% of the cumulative
positive cash flow from the Corporation’s business operations at the payment due
date exceeds the monthly payment amount.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Subject to the above restrictions, the
maker shall have the right at any time and from time to time to prepay all or
any part of the unpaid principal amount of this note without premium or penalty
on the amount prepaid.

     

    The undersigned corporation represents
and warrants that (a) it is a duly organized corporation existing in good
standing under the laws of the Commonwealth of Virginia and is duly qualified to
carry on its contemplated business in said Commonwealth, (b)  the making
and performance of the terms of this note, and the borrowing evidenced thereby,
are within the corporation's corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene any contractual restriction
binding on the corporation, and (c) this note is a legal and binding obligation
of the undersigned corporation, enforceable in accordance with its
terms.

     

    If any of the following events shall
occur:  (a) if default shall be made in the payment of all or any part
of the principal of or interest on this note when the same is payable as above
provided, (b) if any representation or warranty made herein shall prove to be
incorrect in any material respect, (c) if the undersigned corporation shall fail
to observe or perform any of the covenants herein contained or contained in the
Agreement with the noteholders of even date, (d) if the undersigned corporation
shall make an assignment for the benefit of creditors, file a petition in
bankruptcy, be adjudicated insolvent or bankrupt, petition or apply to any
tribunal for a receiver or a trustee of its property or any substantial part
thereof, or if the undersigned corporation or any subsidiary shall commence any
proceedings under any reorganization arrangement, readjustment of debt,
dissolution or liquidation under the law or statute of any jurisdiction, whether
now or hereafter in effect, or if there shall be commenced against the
undersigned corporation any such proceeding which remains undismissed for a
period of sixty (60) days, then the holders hereof may at their option declare
this note to be immediately due and payable, and, upon such declaration, this
note together with accrued interest thereon shall be immediately due and payable
without presentment, demand, protest, or other notice of any kind, all of which
are expressly waived by the undersigned corporation.  Delay or failure
to exercise this option with respect to any such default shall not constitute a
waiver of the right to exercise it with respect to that or any other
default.  The undersigned maker, and any endorser of this note, agree
to remain bound for the payment of this note notwithstanding any extension or
extensions of time of payment.  In the event of default the maker
agrees to pay all expenses incurred in the collection of this note, including
attorneys fees of fifteen per cent.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    WITNESS the following signatures and
seals:

    


    
      
        	
                Execuserve
      Corp.

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Jim Robinson

              	 
      
	 
      	
                President

              	 
      


      

    

    


    ATTEST:

    


    
      
        	
                /s/ Dean Garfinkel

              
	
                Secretary