Unassociated Document


    SECOND
AMENDMENT TO ESCROW AGREEMENT

    


    SECOND AMENDMENT TO
ESCROW AGREEMENT
(the “Second Amendment Agreement”) dated as
of April __, 2010, by and between Willing Holding, Inc., a Florida corporation
(“WHDX”), 11i Solutions,
Inc. a Georgia corporation (“11i”) and Schneider Weinberger
& Beilly LLP, a Florida limited liability partnership (the “Escrow Agent”).

    


    WITNESSETH


    


    WHEREAS, WHDX, 11i and the Escrow Agent are
parties to an Escrow Agreement dated March 26, 2010 and an Amendment to Escrow
Agreement dated April 2, 2010 (collectively the “Escrow
Agreement”);
and

    


    WHEREAS, the Escrow Agreement
provides among other things, that 11i shall deposit with the Escrow Agent
(“11i’s
Escrow Property”) funds
which in the aggregate are equal to Two Hundred Twenty-Five Thousand Dollars
($225,000.00), in installments as follows: $75,000 (“First
Installment”) by April 21,
2010; $75,000 (“Second
Installment”) within sixty
(60) days of the execution of the Escrow Agreement, or ninety (90) days of the
execution of the Escrow Agreement in the event WHDX delivers to the Escrow Agent
prior to the sixtieth day written notice that the Second Installment payment
date has been extended (“Extended”) to ninety (90) days from the
execution of this Escrow Agreement; and $75,000 within ninety (90) days of the
execution of the Escrow Agreement (“Third
Installment”).

    


    WHEREAS, WHDX and 11i desire to amend
certain terms and conditions of the Escrow Agreement as provided for in this
Second Amendment Agreement.

    


    NOW, THEREFORE, in
consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

    


    1.           The
foregoing recitals are true and correct and are incorporated herein by such
reference.

    


    2.           The
Escrow Agreement is hereby amended as follows:

    


    (a)           the
date 11i shall deliver the First Installment is extended from “by April 12,
2010” to “by April 23, 2010”,

    


    (b)           the
amount of the 11i Escrow Property to be deposited with the Escrow Agent is
reduced from $225,000 to $215,000,

    


    (c)           the
First Installment amount is reduced from $75,000 to $65,000,

    


    (d)           Exhibit
A shall be revised to delete the amounts due GRUBER & COMPANY LLC, which
Exhibit A shall be replaced in its entirety by Exhibit A attached hereto;
and

    


    (e)           11i shall deposit with the Escrow
Agent the Second Installment and Third Installment ninety (90) days of the execution of
the Escrow Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           WHDX
and 11i further understand and agree that the Escrow Agent will not accept, and
will return to the sender, any amounts into escrow other than wire transfers
from 11i’s bank in the aggregate amounts of $65,000 (First Installment), $75,000
(Second Installment) and $75,000 (Third Installment).

    


    4.           Except
as specifically set forth herein, all other terms and conditions of the Escrow
Agreement remain in full force and effect. All terms not otherwise defined
herein shall have the same meaning as set forth in the Escrow
Agreement.

    


    5.           Miscellaneous.

    


    5.1           Governing Law; Jurisdiction,
Venue.  This Second Amendment Agreement shall be governed by
and construed and enforced in accordance with the law (other than the law
governing conflict of law questions) of the State of Florida.  Except
as otherwise set forth herein, any suit, action or proceeding arising out of or
relating to the Escrow Agreement or this Second Amendment Agreement shall be
brought in State Circuit Court or Federal District Court located in Palm Beach
County, Florida, and the parties hereby (a) submit to the exclusive jurisdiction
of such courts, (b) waive any objection to the laying of venue in such courts,
and (c) agree that service of process in any such suit, action or proceeding, in
addition to any other method permitted by applicable law, may be effected by
certified mail, return receipt requested, to a party at its address set forth in
Section 8 of the Escrow Agreement.

    


    4.2           Counterparts.  This
Second Amendment Agreement may be executed in counterparts, each of which shall
be an original, but which together shall constitute one and the same Second
Amendment Agreement.

    


    IN WITNESS WHEREOF, the
parties hereto have caused their respective hands to be set hereto with the
intention of being bound effective in all respects as of the date and year first
hereinabove written.

     

    
      
        	 	
                Willing
      Holding, Inc.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Thomas L. DiStefano, III 	 
	 	 	Thomas
      L. DiStefano, III, President	 
	 	 	 	 
	 	 	 
	 	
                11i
      Solutions, Inc.

              	 
	 	 	 	 
	 	By: 	/s/
      Domingo Silvas	 
	 	 	Domingo
      Silvas, President	 
	 	 	 	 
	 	 	 
	 	SCHNEIDER
      WEINBERGER & BEILLY LLP
	 	 	 	 
	 	By: 	/s/
      Roxanne K. Beilly	 
	 	 	Roxanne
      K. Beilly, Member