Unassociated Document


    


    OMNIBUS
AMENDMENT

    Dated
as of April 5, 2010

    to
the

    PURCHASE
AGREEMENT

    DATED
AS OF  MARCH 23, 2010 AND

    ESCROW
AGREEMENT DATES AS OF MARCH 26, 2010

    


    THIS
OMNIBUS AMENDMENT TO THE SHARE PURCHASE AGREEMENT AND THE ESCROW AGREEMENT,
each  dated  March  23, 2010 and March 26, 2010,
respectively (this “Amendment”)
is entered into as of this 5th day of
April, 2010 among Willing Holding, Inc., a Florida corporation (“Company”
or “WHDX”),
and 11i Solutions, Inc. (“11i”) a
Georgia corporation, and the additional parties identified on the signature
pages hereto.

    


    WITNESSETH:

    


    WHEREAS,
the Company, 11i and Mr. Thomas L. DiStefano III are parties to a certain
Purchase Agreement dated as of March 23, 2010, ( the “Purchase
Agreement”), which the parties desire to amend  in order to
provide additional days for the payment of the First Installment of the purchase
price.

    


    WHEREAS,
the parties to the Purchase Agreement desire to amend the Purchase Agreement to
provide Mr. Thomas L. DiStefano III will remain the Chief Executive Officer of
the Company until the first payment of the purchase price in the amount of
$75,000, also referenced as the First Installment (defined  hereunder)
as described in the Purchase
Agreement.

    


    WHEREAS,
the Company, 11i and Schneider Weinberger & Beilly LLP, as escrow agent, are
parties to a certain Escrow Agreement dated as of March 26, 2010, ( the “Escrow
Agreement”), which the parties desire to amend  in order to
provide five additional business days for the payment of the First Installment
(defined hereunder) of the purchase price.

    


    NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth, the parties to this Amendment hereby agree as follows:

    


    1.           Amendment to Extend Time to
Fund Escrow and the terms of Escrow Agreement.  Section 2 of
the Escrow Agreement shall be amended by extending the time from five (5)
business days from the signing of the Escrow Agreement, which was signed on
March 26, 2010, to ten (10) business days or April 9th, 2010
by 5:00 PM EST as follows:

    


    Delivery
of Escrow Property. As provided in the Purchase Agreement (a) WHDX shall
deposit with the Escrow Agent within ten (10) business days from the execution
of this Escrow Agreement the WHDX Shares represented by three (3) stock
certificates in the denominations of 8,300,000 shares, 8,300,000 shares and
8,400,000 shares (the “WHDX’s
Escrow Property”) each in the name of 11i Solutions, Inc., and (b) 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”) within
five (10) business days from the execution of this Escrow Agreement; $75,000
(“Second Installment”)
within sixty (60) days of the execution of this Escrow Agreement, or ninety (90)
days of the execution of this 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 this Escrow Agreement (“Third Installment”) . WHDX’s
Escrow Property and 11i’s Escrow Property as deposited with the Escrow Agent are
sometimes hereinafter referred to as the “Escrow Property”. The Escrow
Property shall be maintained on deposit by the Escrow Agent in accordance with
the terms and conditions hereof. This Escrow Agreement and the escrow created
hereunder shall not become effective unless and until the Escrow Property has
been deposited with the Escrow Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     2.           Thomas L. DiStefano III
shall remain Chief Executive Officer until the first payment of the Purchase
Price.

    
 

    (a) Thomas L.
DiStefano III shall remain the Company’s Chief Executive Officer (“CEO”) until
the first payment of the purchase price in the amount
of   $75,000 (or receipt of the First Installment) in order to
maintain cohesive order in the Company’s s business operations and this
provision shall amend Section 5. g. iii and iv of the Agreement.

    


    (b) Upon the
effectiveness of this Amendment, each reference in the Purchase Agreement to
“this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like
import shall mean and be a reference to the Purchase Agreement as amended
hereby, and each reference to the Purchase Agreement in any other document,
instrument or agreement executed and/or delivered in connection with the
Purchase Agreement shall mean and be a reference to the Purchase Agreement as
amended hereby.

    


    (c) Except as
specifically amended hereby, the Purchase Agreement shall remain in full force
and effect and is hereby ratified and confirmed.  The execution,
delivery and effectiveness of this Amendment shall not constitute a waiver of
any provision contained in the Purchase Agreement, except as specifically set
forth herein.

    


    3.         
  Execution
in Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be considered an original instrument, but all
of which shall be considered one and the same agreement, and shall become
binding when one or more counterparts have been signed by and delivered to each
of the parties hereto.  Delivery of an executed counterpart of a
signature page to this Amendment, whether manually executed or a facsimile of a
manually executed signature page, shall be as effective as delivery of a
manually executed counterpart of this Amendment.

    


    4.      
     Governing
Law.  This Amendment and the appendices, exhibits and schedules
hereto shall be governed by, and construed in accordance with, the laws of the
State of Florida, without giving effect to any choice of law or conflict of law
rules or provisions (whether of the State of Florida or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Florida.  In furtherance of the foregoing, the internal law
of the State of Florida shall control the interpretation and construction of
this Amendment (and all schedules and exhibits hereto), even though under that
jurisdiction’s choice of law or conflict of law analysis, the substantive law of
some other jurisdiction would ordinarily apply.

    


    5.         
  Interpretation.

     

    (a) Capitalized
terms used herein without definition shall have the respective definitions
assigned to those terms in the Purchase Agreement or the Escrow Agreement, as
the case may be.

    


    (b) For
purposes of this Amendment, (i) the words “include,” “includes” and “including”
mean “including without limitation,” (ii) the word “or” is not exclusive and
(iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to
this Amendment as a whole.

    


    (c) Unless
the context otherwise requires, references herein to Sections, Exhibits and
Schedules mean the Sections of, and the Exhibits and Schedules attached to, this
Amendment.  Headings of Sections are inserted for convenience of
reference only and shall not be deemed a part of or to affect the meaning or
interpretation of this Amendment.  The Schedules and Exhibits referred
to herein shall be construed with and as an integral part of this Amendment to
the same extent as if they were set forth verbatim herein.

    


    (d) Each of
the parties to this Amendment has had the benefit of counsel in connection with
its review and negotiation of this Amendment.  Consequently, the
parties confirm that this Amendment shall not be construed on the basis of any
presumption or rule requiring construction or interpretation against the party
drafting an agreement or instrument or causing any agreement or instrument to be
drafted.

    


    [Signature Page
Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as
of the day and year first above written.

     

    
      
        	 	
                WILLING
      HOLDING,  INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Thomas L. DiStefano III  	 
	 	 	
                Name:  Thomas
      L. DiStefano III

              	 
	 	 	
                Title:    CEO
      & Co-Chairman

              	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/
      Domingo M. Silvas III  	 
	 	 	
                Name:  Domingo
      M. Silvas III

              	 
	 	 	
                Title:    Co-Chairman

              	 
	 	 	 	 
	 	 	 	 
	 	
                THOMAS
      L. DISTEFANO III

              	 
	 	 	 	 
	 	 
      	 
	 	 	 	 
	 	 	 	 
	 	
                11i
      SOLUTIONS, INC.

              	 
	 	 	 	 
	 	By:	/s/
      Domingo M. Silvas III  	 
	 	 	Name:  Domingo
      M. Silvas III	 
	 	 	Title:    Chief
      Executive Officer	 
	 	 	 	 
	 	 	 
	 	SCHNEIDER WEINBERGER &
      BEILLY, LLP	 
	 	 	 	 
	 	By:  	 	 
	 	 	
                Name:  Roxanne
      Beilly

              	 
	 	 	Title