PROMISSORY
NOTE

    

    
       

      On this
date of November __, 2009, in return for valuable consideration received, the
undersigned borrower[s] jointly and severally promise to pay to Stewart Hall,
the "Lender", the sum of $187,700.00 US Dollars, together with interest thereon
at the rate of 9.0% percent per annum.

    

    
       

      Terms of Repayment: This loan
shall be repaid under the following terms: The Promissory Note will accrue
interest at a rate of Nine Percent (9%) per annum and will amortize with a
principal and interest payment at the First Anniversary Date of the Transaction
of Twenty-Five Percent (25%) of the Promissory Note plus accrued interest, a
principal and interest payment at the Second Anniversary Date of the Transaction
of Twenty-Five Percent (25%) of the Promissory Note plus accrued interest and a
Final Payment of the Outstanding Balance of the Promissory Note plus any unpaid
interest on the Third Anniversary Date of the Transaction.. All payments shall
be first applied to interest and the balance to principal. The Promissory’s
Note carries a cumulative claw-back feature (the “Claw Back”) for the term of
the Promissory’s Note.  The Claw Back provides the Purchaser down-side
protection against the Promissory not meeting pre-determined financial targets
and is summarized as follows:

    

     

    
      	
               
      

            	
              a.

            	
              The
      Purchaser and Promissory shall agree on projected annual financial targets
      (“Annual Target”).

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      Claw Back does not apply in the first year following
    Closing.

            


    

     

    
      	
               
      

            	
              c.

            	
              The
      Claw Back is applied at the second anniversary following
      Closing.

            


    

     

    
      	
               
      

            	
              d.

            	
              The
      scheduled principal payment is proportionally reduced by the percentage
      that actual financial results for the year are less than the appropriate
      Annual Target.

            


    

     

    
      	
               
      

            	
              e.

            	
              The
      cumulative nature of the Claw Back feature will apply only during the
      respective year in which the pre-determined financial targets were not met
      and cannot be applied to previous years in which the financial targets
      were met and the full scheduled principal payment was
  paid.

            


    

     

    Example of Claw
Back

     

    $625,000  Scheduled
principal payment at 3rd anniversary following Closing

    $1,121,380  Annual
Target EBITDA at 3rd anniversary following Closing

    $1,000,000  Actual
EBITDA at 3rd anniversary following Closing

    $557,349  Actual
principal payment at 3rd anniversary following Closing

             $557,349
= ($1,000,000/$1,121,380) * $625,000 scheduled payment


    
       

      Late Fees: In the event that a
payment due under this Note is not made within ten (10) days of the time set
forth herein, the Borrower shall pay an additional late fee in the amount of
2.0% percent of said payment.


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      Place of Payment - all
payments due under this note shall be made at 2295 Towne Lake
Pkwy., Suite
116 PMB 305, Woodstock, Georgia, 30189, or at such other place as the
holder of this Note may designate in writing.

       

    

    
      Prepayment - This Note may be
prepaid in whole or in part at any time without premium or penalty. All
prepayments shall first be applied to interest, and then to principal payments
in the order of their maturity. The Borrower will be required to make
prepayments as additional fundings, either debt or equity, are procured such
that the entire debt would be paid upon a cumulative additional fundings of $5
million US Dollars.

       

    

    
      Default - In the event of
default, the borrower[s] agree to pay all costs and expenses incurred by the
Lender, including all reasonable attorney fees (including both hourly and
contingent attorney fees as permitted by law) for the collection of this Note
upon default, and including reasonable collection charges (including, where
consistent with industry practices, a collection charge set as a percentage of
the outstanding balance of this Note) should collection be referred to a
collection agency. The Borrower will have 30 days to cure any
default.

       

    

    
      Acceleration of Debt - In the
event that the borrower[s] fail to make any payment due under the terms of this
Note, or breach any condition relating to any security, security agreement,
note, mortgage or lien granted as collateral security for this Note, seeks
relief under the Bankruptcy Code, or suffers an involuntary petition in
bankruptcy or receivership not vacated within thirty (30) days, the entire
balance of this Note and any interest accrued thereon shall be immediately due
and payable to the holder of this Note. A breach of the Promissory Note shall be
a breach of any active employment agreement between the Borrower and
Lender.

       

    

    
      Joint and Several Liability -
All borrowers identified in this Note shall be jointly and severally liable for
any debts secured by this Note.

       

    

    
      Modification - No modification
or waiver of any of the terms of this Agreement shall be allowed unless by
written agreement signed by both parties. No waiver of any breach or default
hereunder shall be deemed a waiver of any subsequent breach or default of the
same or similar nature.

       

    

    
      Transfer of the Note - The
borrowers hereby waive any notice of the transfer of this Note by the Lender or
by any subsequent holder of this Note, agree to remain bound by the terms of
this Note subsequent to any transfer, and agree that the terms of this Note may
be fully enforced by any subsequent holder of this Note. The Transfer of the
Note would preclude any claim of Breach of the Employment
Agreement.

       

    

    
      Severability of Provisions -
In the event that any portion of this Note is deemed unenforceable, all other
provisions of this Note shall remain in full force and effect.

       

    

    
      Choice of Law - All terms and
conditions of this Note shall be interpreted under the laws of State of
Georgia.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      Signed
Under Penalty of Perjury, this __ day of _____________, 2009,

    

    
       

      
        
          

        

      

    

    
      Borrower(s)

    

    
       

      Signed in
the presence of:

       

    

    
      
        
          

        

      

    

    
      Witness