Exhibit 10.1



                           PLAN FOR EXCHANGE OF CLAIMS
                                       AND
                                 RE-ORGANIZATION

     This Plan for Exchange of Claims and Re-Organization (the "Plan of
Exchange") is entered into this 24th day of November 2006 by and between
WGL Entertainment Holdings, Inc. ("WGL Entertainment" or the "Issuer") and DLC
Capital Group, LLC ("DLC Capital" or the "Lender").

                            W I T N E S S E S T H :

     WHEREAS, DLC Capital is in the business of providing financial support for
companies, such as WGL Entertainment, and, in fact, DLC Capital has provided
debt financing to WGL Entertainment;

     WHEREAS, as a result, as evidenced by the various promissory notes,
debentures, and debt memoranda in existence between the Parties prior to the
execution of this Plan of Exchange, as are set forth in SCHEDULEI attached
                                                        ---------
hereto (the "Original Debt Instruments"), WGL Entertainment is indebted to DLC
Capital (the "Original Debt");

     WHEREAS, there are issues between the Parties as to the procedure for the
discharge by WGL Entertainment of its obligations to DLC Capital pursuant to the
Original Debt Instruments;

     WHEREAS, the Parties acknowledge that the Original Debt, as evidenced by
the Original Debt Instruments, constitutes a claim (the "Original Claim") which
DLC Capital has against WGL Entertainment;

     WHEREAS, in order to arrive at a mutually acceptable and amicable
resolution of these issues, the Parties have agreed

          (a) that WGL Entertainment shall be deemed to indebted to DLC Capital
     in the amount of at least approximately approximately $795,252.00 (the
     "Revised Debt"), which sum includes unpaid interest, legal fees, and other
     related expenses; and

          (b) that the Revised Debt be evidenced by a new written instrument, in
     the form attached hereto as EXHIBIT A (the "Revised Note");
                                 ---------

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     WHEREAS, the Parties acknowledge that the Revised Debt, as evidenced by the
Revised Note when executed, shall constitute a claim (the "Revised Claim") which
DLC Capital shall have against WGL Entertainment;

     WHEREAS, it is the intent of the Parties that, subject to the terms of this
Plan of Exchange, the Revised Claim (and, therefore, the Revised Debt) shall be
exchanged for the Original Claim (and, therefore, the Original Debt);

      WHEREAS, the Parties have agreed to petition a court of competent
jurisdiction (the "Court") for entry of an order (the "Order"), which, pursuant
to Section 3 (a) (10) of the Securities Act of 1933, as amended (the "Securities
Act") and Section 517.061 (5), Florida Statutes (collectively, the "Exemption
Statutes"), would approve this Plan of Exchange and

          (a) declare that the Revised Claim (and, therefore, the Revised Debt)
     may be exchanged for the Original Claim (and, therefore, the Original
     Debt); and

          (b) declare that the Revised Note may be exchanged for the Original
     Debt Instruments.

     WHEREAS, the agreement of the Parties that the Revised Claim (and,
therefore, the Revised Debt) may be exchanged for the Original Claim (and,
therefore, the Original Debt) and that the Revised Note may be exchanged for the
Original Debt Instruments shall be expressly conditioned upon entry of an Order
by Court approving this Plan of Exchange; and

     WHEREAS, the Parties wish to memorialize their relationship by executing
this Plan of Exchange.

                           N O W   T H E R E F O R E ,

     In consideration of the Promises and Mutual Covenants contained herein,
given by each Party to the other in order to induce the other to enter into this
Plan of Exchange, and for other good and valuable consideration, the truth and
sufficiency of which are acknowledged, the Parties agree as follows:

     1.      EXCHANGES; LENDER'S RIGHTS.

     The rights and obligation of the Lender under this Plan of Exchange are
subject to the following approval, terms, and conditions:

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          (a) upon the Order of the Court being approved by the Lender, which
     approval the Lender may arbitrarily withhold in the exercise of its
     absolute discretion; and

          (b) upon the receipt by the Lender (or any designee of the Lender),
     pursuant to the Revised Note, and on a continuous basis, of the number of
     "Exchange Shares" called for by any "Notice of Exchange", as those terms
     are defined in the Revised Note,

               (i) without any legend restricting transfer being affixed to or
          noted on said Exchange Shares;

               (ii) with said Exchange Shares not being subject to any
          stop-transfer restrictions; and

               (iii) with said Exchange Shares being freely transferable on the
          books and records of the Issuer.

     Consequently, none of the provisions in this Plan of Exchange shall be
binding upon either of the Parties until the Order of the Court is approved by
the Lender, which approval the Lender may arbitrarily withhold in the exercise
of its absolute discretion.

     Moreover,

          (a) if any Exchange Shares are not issued and delivered to the Lender
     (or the Lender's designee) by the Issuer in the manner and within the time
     frame required by any Notice of Exchange; or

          (b) if any Exchange Shares are issued and delivered to the Lender (or
     the Lender's designee) by the Issuer

               (i) with any legend restricting transfer being affixed to or
          noted on said Exchange Shares; or

               (ii) being subject to any stop-transfer restrictions;

     or

               (iii) not being freely transferable on the books and records of
          the Issuer, then, at the Lender's option, the Lender may declare, and,
          if so, the Issuer hereby agrees, that the Original Debt Instruments
          and the Original Debt (reduced by any principal payment made under the
          Revised Note) remain, and continue to be, in full force and effect,
          and, if so, the Issuer also hereby agrees that any statute of
          limitations, laches, or any other defenses with respect to the
          Original Debt or the Original Debt Instruments are waived by the
          Issuer.

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     2.   PROCEDURE FOR EXCHANGE OF THE REVISED NOTE FOR THE ORIGINAL DEBT
          INSTRUMENTS.

     Upon the approval by the Lender of the Order of the Court,

          (a) the Issuer shall deliver the Issuer's Revised Note to the Lender,
     duly executed by the Issuer, and dated as at the date this Agreement is
     executed; and, simultaneously,

          (b) the Lender shall deliver to the Issuer the Original Debt
     Instruments marked "Repayment hereunder by the Issuer is subject to that
     certain Plan for Exchange of Claims and Re-Organization dated November
     24th, 2006 by and between WGL Entertainment Holdings, Inc. and DLC
     Capital Group, LLC." The exchange of these Claims and the Securities which
     evidence them, to wit: the Original Debt Instruments and the Revised Note,
     shall take place at the offices of counsel to the Lender soon as
     practicable following the execution of this Agreement.

     3.   THE LENDER'S WARRANTIES AND REPRESENTATIONS.

     The Lender represents and warrants to, and covenants and agrees with the
Issuer as follows:

          (a) The Lender is not now, nor in the future will become nor allow
     itself to become, an Affiliate of the Issuer.

          (b) The Lender is a limited liability Issuer duly organized and
     validly existing under the laws of the jurisdiction in which it was
     incorporated. The Lender has all requisite corporate power and authority to
     own, lease and operate its properties and assets, and to carry on its
     business as presently conducted.

          (c) This Plan of Exchange has been duly authorized, validly executed
     and delivered on behalf of the Lender and is a valid and binding agreement
     in accordance with its terms, subject to general principles of equity and
     to bankruptcy or other laws affecting the enforcement of creditors' rights
     generally. All corporate action on the part of the Lender or its members
     necessary for the authorization, execution, delivery and performance of
     this Plan of Exchange has been taken.

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          (d) The execution and delivery of this Plan of Exchange do not, and
     the consummation of the transactions contemplated hereby will not, conflict
     with, or result in any violation of, or default (with or without notice or
     lapse of time, or both), or give rise to a right of termination,
     cancellation or acceleration of any obligation or to a loss of a material
     benefit, under, any provision of the charter or operating agreement of the
     Lender, and any amendments thereto, or any material mortgage, indenture,
     lease or other agreement or instrument, permit, concession, franchise,
     license, judgment, order, decree, statute, law ordinance, rule or
     regulation applicable to the Lender its properties or assets.

          (e) The Lender understands that the Revised Note is registered under
     the Securities Act and is being offered and sold to the Lender in reliance
     on specific exemptions from the registration requirements of Federal and
     State securities laws, and that no Federal or State or foreign government
     agency has passed on or made any recommendation or endorsement of the
     Revised Note.

          (f) The Lender has had an opportunity to receive and review all
     material information and financial data and to discuss with the officers of
     the Issuer, and all matters relating to the securities, financial
     condition, operations and prospects of the Issuer and any questions raised
     by the Lender have been answered to the Lender's satisfaction.

          (g) The Lender acknowledges that the acquisition of the Revised Note
     involves a high degree of risk. The Lender has such knowledge and
     experience in financial and business matters that it is capable of
     evaluating the merits and risks of purchasing the Issuer's Revised Note.

     4.   THE ISSUER'S WARRANTIES AND REPRESENTATIONS.

     The Issuer represents and warrants to, and covenants and agrees with the
Issuer as follows:

          (a) The Issuer is not now, nor in the future will become nor allow
     itself to become, an Affiliate of the Lender.

          (b) The Issuer is a corporation duly organized and validly existing
     under the laws of the jurisdiction in which it was incorporated. The Issuer
     has all requisite corporate power and authority to own, lease and operate
     its properties and assets, and to carry on its business as presently
     conducted. The Issuer is qualified to do business as a foreign business
     organization in each jurisdiction in which the ownership of its property or
     the nature of its business requires such qualification, except where
     failure to so qualify would not have a "Material Adverse Effect" on the

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     Issuer, the term "Material Adverse Effect" as used in this Plan of Exchange
     meaning and encompassing any change in or effect on the business of the
     Issuer that, individually or in the aggregate (taking into account all
     other such changes or effects), is, or is reasonably likely to be,
     materially adverse to the business, assets, liabilities, financial
     condition, results of operations of the Issuer, or of its ability to
     perform under the Revised Note, taken as a whole, except to the extent any
     such change or effect results from or is attributable to changes in general
     economic conditions or changes affecting the industry generally in which
     Issuer operates (provided that such changes do not affect the Issuer in a
     materially disproportionate manner).

          (c) This Plan of Exchange has been duly authorized, validly executed
     and delivered on behalf of the Issuer and is a valid and binding agreement
     in accordance with its terms, subject to general principles of equity and
     to bankruptcy or other laws affecting the enforcement of creditors' rights
     generally. All corporate action on the part of the Issuer or its members
     necessary for the authorization, execution, delivery and performance of
     this Plan of Exchange has been taken.

          (d) The execution and delivery by the Issuer of the Revised Note and
     the consummation by the Issuer of the other transactions contemplated
     hereby and thereby do not, and compliance with the provisions of this Plan
     of Exchange and will not conflict with, or result in any violation of, or
     default (with or without notice or lapse of time, or both) under, or give
     rise to a right of termination, cancellation or acceleration of any
     obligation or loss of a material benefit under, or result in the creation
     of any Lien (as such term is hereinafter defined) upon any of the
     properties or assets of the Issuer or any of its Subsidiaries under, or
     result in the termination of, or require that any consent be obtained or
     any notice be given with respect to (i) the Articles or Certificate of
     Incorporation or By-Laws of the Issuer or the comparable charter or
     organizational documents of any of its Subsidiaries, in each case as
     amended to the date of this Plan of Exchange or as required to be amended
     to comply with this Agreement, (ii) any loan or credit agreement, Revised
     Note, bond, mortgage, indenture, lease, contract or other agreement,
     instrument or permit applicable to the Issuer or any of its Subsidiaries or
     their respective properties or assets or (iii) any Law (as such term is
     hereinafter defined) applicable to, or any judgment, decree or order of any
     court or government body having jurisdiction over, the Issuer or any of its
     Subsidiaries or any of their respective properties or assets.

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          (e) The Revised Note has been duly and validly authorized for issuance
     by the Issuer and, when executed and delivered by the Issuer, will be a
     valid and binding obligation of the Issuer enforceable against the Issuer
     in accordance with its respective terms, subject to applicable bankruptcy,
     insolvency, fraudulent conveyance, reorganization, moratorium and similar
     laws affecting creditors' rights and remedies generally.

          (f) The Issuer is subject to the reporting requirements of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
     issuer's Common Stock is traded on the OTC Bulletin Board service of the
     National Association of Securities Dealers, Inc. ("OTCBB") under the symbol
     "WGFL", and the Issuer has not received any notice regarding, and to its
     knowledge there is no threat of, the termination or discontinuance of the
     eligibility of the Common Stock for such trading.

          (g) The Issuer has properly filed with the Commission all reports,
     proxy statements, forms and other documents required to be filed with the
     Commission under the Securities Act and the Exchange Act since becoming
     subject to such Acts (the "Commission Filings"). As of their respective
     dates, (i) the Commission Filings complied in all material respects with
     the requirements of the Securities Act or the Exchange Act, as the case may
     be, and the rules and regulations of the Commission promulgated thereunder
     applicable to such Commission Filings and (ii) to the best of the current
     management's and Board of Directors' knowledge, none of the Commission
     Filings contained at the time of its filing any untrue statement of a
     material fact or omitted to state a material fact required to be stated
     therein or necessary in order to make the statements therein, in light of
     the circumstances under which they were made, not misleading. The financial
     statements of the Issuer included in the Commission Filings, as of the
     dates of such documents, were true and complete in all material respects

<PAGE>

     and complied with applicable accounting requirements and the published
     rules and regulations of the Commission with respect thereto, were prepared
     in accordance with generally accepted accounting principles in the United
     States ("GAAP") (except in the case of unaudited statements permitted by
     Form 10-Q under the Exchange Act) applied on a consistent basis during the
     periods involved (except as may be indicated in the notes thereto) and
     fairly presented the consolidated financial position of the Issuer and its
     Subsidiaries as of the dates thereof and the consolidated results of their
     operations and cash flows for the periods then ended (subject, in the case
     of unaudited statements, to normal year-end audit adjustments that in the
     aggregate are not material and to any other adjustment described therein).

          (h) There is no fact known to the Issuer (other than general economic
     or industry conditions known to the public generally) that has not been
     fully disclosed in the Commission Filings that (i) reasonably could be
     expected to have a Material Adverse Effect or (ii) reasonably could be
     expected to materially and adversely affect the ability of the Issuer to
     perform its obligations pursuant to the Documents.

          (i) Assuming the accuracy of the representations and warranties of the
     Lender set forth herein, the offer and sale by the Issuer of the Revised
     Note is exempt from the registration and prospectus delivery requirements
     of the Securities Act and the rules and regulations of the Commission
     thereunder, the Issuer shall not directly or indirectly take, and shall not
     permit any of its directors, officers or Affiliates directly or indirectly
     to take, any action (including, without limitation, any offering or sale to
     any person or entity of any security similar to the Revised Note) which
     will make unavailable the exemption from Securities Act registration being
     relied upon by the Issuer for the offer and sale to the Lender of the
     Revised Note as contemplated by this Plan of Exchange.

          (j) No form of general solicitation or advertising has been used or
     authorized by the Issuer or any of its officers, directors or Affiliates in
     connection with the offer or sale of the Revised Note as contemplated by
     this Plan of Exchange or any other agreement to which the Issuer is a
     party.

          (k) As at the date of the execution of this Re-Organization Agreement,
     the authorized capital stock of the Issuer consists of

               (i) 10,000,000,000 shares of Common Stock, Par Value $.001 per
          share, (A) of which 4,522,805,663 shares are issued and outstanding
          as of the date hereof and are fully paid and non-assessable; and

               (ii) 10,000,000 shares of Series A non-convertible, redeemable
          Preferred Stock, Par Value $.001 per share,

<PAGE>

                    (A) of which 10,000,000 shares are issued and outstanding as
               of the date hereof and are fully paid and non-assessable; and

               (iii) no other securities except as set forth the Issue's Form
          10-QSB for the quarterly period ended September 30, 2006, as recently
          filed with the SEC.

          (l)  The  Issuer understands and acknowledges the potentially dilutive
     effect  on its Common Stock upon the exercise of the exchange provisions of
     the  Revised  Note.

          (m)  The  Issuer  further  acknowledges  that  its obligation to issue
     Exchange Shares upon the exercise of the exchange provisions of the Revised
     Note in accordance with this Plan of Exchange is absolute and unconditional
     regardless  of  the  dilutive  effect  that  such  issuance may have on the
     ownership interests of other stockholders of the Issuer and notwithstanding
     the  commencement  of  any  case  under  11  U.S.C.  Sec.  101 et seq. (the
     "Bankruptcy  Code").  In  the  event  the  Issuer  is  a  debtor  under the
     Bankruptcy  Code,  the Issuer hereby waives to the fullest extent permitted
     any  rights  to  relief it may have under the Bankruptcy Code in respect of
     the  exchange  provisions  of  the  Revised  Note.

     5.     CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

          (a) So long as the Lender beneficially owns any interest in the
     Revised Note, the Issuer shall timely file, including any requests for
     extension or notices of late filings, all reports required to be filed by
     it with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

          (b) Except to the extent the Issuer lists its Common Stock on The New
     York Stock Exchange, The American Stock Exchange or The NASDAQ Stock Market
     or other nationally recognized securities exchange, the Issuer shall use
     its best efforts to maintain its listing of the Common Stock on OTCBB. If
     the Common Stock is de-listed from OTCBB, the Issuer will use its best
     efforts to list the Common Stock on the most liquid national securities
     exchange or quotation system that the Common Stock is qualified to be
     listed on.

          (c) The Issuer shall maintain a standard and uniform system of
     accounting and shall keep proper books and records and accounts in which
     full, true, and correct entries shall be made of its transactions, all in
     accordance with GAAP applied on consistent basis through all periods, and
     shall set aside on such books for each fiscal year all such reserves for
     depreciation, obsolescence, amortization, bad debts and other purposes in
     connection with its operations as are required by such principles so
     applied.

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          (d) Except as permitted by agreements existing on the date of
     execution hereof, so long as the Revised Note is outstanding, neither the
     Issuer nor any of its Subsidiaries shall, directly or indirectly, enter
     into any material transaction or agreement with any stockholder, officer,
     director or Affiliate of the Issuer or family member of any officer,
     director or Affiliate of the Issuer, unless the transaction or agreement is
     (i) reviewed and approved by a majority of Disinterested Directors (as such
     term is hereinafter defined) and (ii) on terms no less favorable to the
     Issuer or the applicable Subsidiary than those obtainable from a
     nonaffiliated person. A "Disinterested Director" shall mean a director of
     the Issuer who is not and has not been an officer or employee of the Issuer
     and who is not a member of the family of, controlled by or under common
     control with, any such officer or employee.

          (e) Until all amounts due under the Revised Note are paid, no
     dividends shall be declared or paid or set apart for payment nor shall any
     other distribution be declared or made upon any capital stock of the
     Issuer, nor shall any capital stock of the Issuer be redeemed, purchased or
     otherwise acquired [other than a redemption, purchase or other acquisition
     of shares of Common Stock made for purposes of an employee incentive or
     benefit plan (including a stock option plan)] of the Issuer for any
     consideration by the Issuer, directly or indirectly, nor shall any moneys
     be paid to or made available for a sinking fund for the redemption of any
     Common Stock.

          (f) Until all amounts due under the Revised Note are paid, the Issuer
     irrevocably agrees to reserve and keep available out of its authorized but
     unissued shares of Common Stock a sufficient amount of its Common Stock to
     meet its obligations to issue Exchange Shares upon the exercise of the
     exchange provisions of the Revised Note in accordance with this Plan of
     Exchange. Initially, the Issuer shall, for that purpose, reserve and keep
     available 2,000,000,000 shares of its authorized but unissued Common Stock.

          (g) Until all amounts due under the Revised Note are paid, the Lender
     agrees and covenants on its behalf and on behalf of its affiliates that
     neither the Lender, nor its affiliates shall at any time engage in any
     short sales with respect to the Issuer's Common Stock, or sell put options
     or similar instruments with respect to the Issuer's Common Stock.

<PAGE>

          (h) Until all amounts due under the Revised Note are paid, the Issuer
     agrees not to incur additional debt through third party financing without
     giving the Lender a right of first refusal. The Lender shall be entitled to
     a right of first refusal to enable it to, at Holder's option, either: (i)
     match the terms of the other financing, or (ii) add additional principal to
     this Revised Note, in the amount of such other financing, on the same terms
     and conditions as this Revised Note. The Lender must exercise such right of
     first refusal within ten (10) days of the Lender's receipt of written
     notice of the Issuer's intent to seek said financing. In the event the
     Lender does not elect to exercise said right of first refusal, it has the
     right to demand repayment of 150% of the outstanding principal and accrued
     interest on the Revised Note as a pre-condition to the Issuer closing on
     said third party financing. For purposes of this Right of First Refusal,
     the Issuer shall be defined to include all subsidiaries in which the Issuer
     holds a twenty-five percent (25%) or greater interest, all successors and
     assigns.

          (i) Until all amounts due under the Revised Note are paid, the Issuer
     shall refrain from entering into agreements, arrangements or understandings
     similar to this one with other persons (the "Exclusivity Right"). If the
     Issuer, for the purpose of obtaining any additional financing, wishes to
     enter into any other agreements, arrangements or understandings similar to
     this one (a "Similar Re-Organizational Agreement") with a party other than
     the Lender (the "Third Party"), the Issuer shall first offer (the "Offer")
     to the Lender, in writing, the right to enter into a Similar Plan of
     Exchange. The Offer shall grant the Lender the right during the five (5)
     Trading Days immediately following the date of the Offer to elect to enter
     into a Similar Plan of Exchange. If the Lender so exercises its right to
     enter into a Similar Plan of Exchange, the Issuer and the Lender shall do
     so, and the Similar Plan of Exchange shall replace this Plan of Exchange.
     If the Lender fails to enter into a Similar Plan of Exchange, then the
     Issuer shall be free to enter into a Similar Plan of Exchange with the
     Third Party.

          (j) Until all amounts due under the Revised Note are paid, the Issuer
     agrees and covenants that it shall maintain, as its transfer agent, an
     organization with the capability to electronically deliver securities via
     The Depository Trust Company's ("DTC") Fast Automated Securities Transfer
     Program through its Deposit Withdrawal At Custodian ("DWAC") system.

          (k) Except as otherwise has been disclosed as of the date of this
     Agreement, until all amounts due under the Revised Note are paid, the
     Issuer agrees and covenants that it shall not enter into any agreements

<PAGE>

     which shall result in a lien, encumbrance, mortgage, security agreement, or
     direct claim against any asset or revenues of the Issuer or any of its
     affiliates; provided however, the Issuer may enter into transactions which
     are in the ordinary course of business, or which create a purchase money
     security interest against an a newly acquired asset.

          (l) Until all amounts due under the Revised Note are paid, the Issuer
     agrees and covenants that it will not enter into any extraordinary
     transactions which would materially alter the business of the Issuer,
     including but not limited to, the sale of all, or substantially of its
     assets, the sale of any subsidiary or the spin-off of a subsidiary, unless
     the purchaser of such assets or subsidiary, or board of directors, and
     shareholders if necessary, of such spun off entity, affirmatively provide
     written agreement to be a party to and bound by the terms and conditions of
     this Agreement, jointly and severally with the Issuer.

          (m) Without the Lender's prior written consent, which consent shall
     not be unreasonably withheld, the Issuer shall not undertake any capital
     reorganization, reclassification of its Common Stock (by way of forward or
     reverse split, or otherwise) or the consolidation or merger of the Issuer
     with or into another corporation (other than a consolidation or merger in
     which the Issuer is the surviving corporation).

          (n) There is no finder's fee, brokerage commission or like payment in
     connection with the transactions contemplated by this Plan of Exchange for
     which the Lender or the Issuer is liable or responsible.

          (o) The Exchange Shares, whether issued in certificated form (or
     transferred electronically through the DWAC system) shall, and need not,
     bear a Restrictive Legend. To that end, the Issuer shall deliver to its
     Transfer Agent the opinion of Guy K. Stewart, Jr., Esq., Special Counsel to
     the Issuer, which shall state

               (i) that the certificates (and/or shares transferred through the
          DWAC system) representing the Exchange Shares, shall, and need not,
          bear any legend restricting transfer the transfer thereof, shall not
          be subject to any stop-transfer restrictions, may be offered for sale,
          transfer or assignment immediately upon receipt thereof by the holder
          (or its designees), and otherwise shall be freely transferable on the
          books and records of the Issuer;

               (ii) that it shall not be necessary for a separate opinion of
          counsel to be prepared and deliver to the Transfer Agent each time
          Notice of Exchange is delivered to the Issuer; and

<PAGE>

               (iii) that once this opinion of counsel has been issued, the
          Issuer will not repudiate it, and if the Transfer Agent requests that
          a separate opinion be submitted with successive Notices of Exchanges,
          the Issuer will retain Guy K. Stewart, Jr., Esq. to do so.

          (p) The information furnished by the Parties to each other for
     purposes of or in connection with this Plan of Exchange or any transaction
     contemplated hereby does not contain any untrue statement of a material
     fact or omit to state a material fact necessary in order to make the
     statements contained therein, in light of the circumstances under which
     they are made, not misleading.

     6.   CONDITIONS  TO  THE  ISSUER'S  OBLIGATIONS.

     The Lender understands that the Issuer's obligation to perform pursuant to
this Plan of Exchange is conditioned

          (a) upon the accuracy, on, as of, and, as at the day this Plan of
     Exchange is executed, of the representations and warranties of the Lender
     contained in this Plan of Exchange (except for representations and
     warranties which, by their express terms, speak as of and relate to a
     specified date, in which case such accuracy shall be measured as of such
     specified date) and the performance by the Lender in all material respects
     of all covenants and agreements of the Lender required to be performed by
     it pursuant to this Plan of Exchange;

          (b) upon there not being threatened, pending, or in effect any
     proceeding, law or order, ruling, judgment or writ of any court or public
     or governmental authority:

               (i) restraining, enjoining or otherwise prohibiting any of the
          transactions contemplated by this Plan of Exchange; or

               (ii) asserting that the transactions contemplated by this Plan of
          Exchange are subject to the registration requirements of the
          Securities Act; or

               (iii) no Stop Order suspending the sale of the Issuer's
          Securities having been issued, and no proceedings for that purpose
          shall having been commenced or being pending.

<PAGE>

     7.   CONDITIONS TO THE LENDER'S OBLIGATIONS.

     The Issuer understands that the Lender's liability and its obligation to
perform hereunder, is conditioned

          (b) upon the accuracy, on, as of, and, as at the day this Plan of
     Exchange is executed, of the representations and warranties of the Issuer
     contained in this Plan of Exchange, and the performance by the Issuer in
     all material respects of all covenants and agreements of the Issuer
     required to be performed by it pursuant to this Plan of Exchange;

          (c) upon there not having occurred any event or development, and there
     being in existence no condition, having or which reasonably and foreseeably
     could have a Material Adverse Effect upon the Issuer;

          (d) upon the Lender having received such additional documents,
     certificates, payment, assignments, transfers and other deliveries as it or
     its legal counsel may reasonably request, including due diligence
     documents, and as are customary to effect a closing of the matters herein
     contemplated;

          (e) upon there not being threatened, pending, or in effect any
     proceeding, law or order, ruling, judgment or writ of any court or public
     or governmental authority:

               (i) restraining, enjoining or otherwise prohibiting any of the
          transactions contemplated by this Plan of Exchange; or

               (ii) asserting that the transactions contemplated by this Plan of
          Exchange are subject to the registration requirements of the
          Securities Act; or

               (iii) no Stop Order suspending the sale of the Issuer's
          Securities having been issued, and no proceedings for that purpose
          shall having been commenced or being pending; and

          (f) the delivery of the Revised Note by the Issuer to the Lender, duly
     executed by the Issuer, and dated as at the date this Agreement is
     executed.

     8.  NOTICE.

          (a) Any notice, request, instruction or other document required by the
     terms of this Agreement to be given to any other Party hereto shall be in
     writing and shall be given either

<PAGE>

               (i) by telephonic facsimile, in which case notice shall be
          presumptively deemed to have been given at the date and time displayed
          on the sender's transmission confirmation receipt showing the
          successful receipt thereof by the recipient;

               (ii) by nationally recognized courier or overnight delivery
          service in which the date of delivery is recorded by the delivery
          service, in which case notice shall be presumptively deemed to have
          been given at the time that records of the delivery service indicate
          the writing was delivered to the addressee;

               (iii) by United States sent by registered or certified mail,
          postage prepaid, with return receipt requested, in which case notice
          shall be presumptively deemed to have been given at the time that
          records of the United States Postal Service indicate the writing was
          delivered to the addressee.

          (b) Notice shall be sent:

               (i) If to WGL Entertainment, to:

                   WGL Entertainment Holdings, Inc.
                   963 Helmsley Court
                   Unit 107
                   Lake Mary, Florida 32746

                   Attention:     Michael S. Pagnano, CEO

                   Voice Telephone Number        (407)  328  -  8538
                   Facsimile Telephone Number    (407)  328  -  8540
                   Cellular Telephone Number     (908)  512  -  4959

                   With a copy to:

                   Guy K. Stewart, Jr., Esq.
                   502 Palm Street
                   Number 5
                   West Palm Beach, Florida 33401

                   Voice Telephone Number        (561)  659  -  1810
                   Facsimile Telephone Number    (561)  659  -  3888

<PAGE>

                   (ii)     If to DLC Capital, to:

                    DLC Capital Group, LLC
                    4400 Route 9 South
                    Suite 1000
                    Freehold, New Jersey 07728

                    Attention:     Joseph A. Fierro, President


                    Voice Telephone Number:       (732)  303  -  7487
                    Facsimile Telephone Number:   (732)  303  -  7488
                    Cellular Telephone Number:    (732)  239  -  7523

                    With a copy to:

                    Guy K. Stewart, Jr., Esq.
                    502 Palm Street
                    Number 5
                    West Palm Beach, Florida 33401

                    Voice Telephone Number       (561)  659  -  1810
                    Facsimile Telephone Number   (561)  659  -  3888

                   (iii)     If to WGL Entertainment's Transfer Agent, to

                    Registrar and Transfer Issuer
                    10 Commerce Drive
                    Cranford, New Jersey 07016

                    Attention:     Thomas L.  Montrone, President

                    Voice Telephone Number        (908)  497  -  2333
                    Facsimile Telephone Number    (908)  497  -  2314

               (iv) or to such other address as a Party may have specified in
          writing to the other Parties using the procedures specified above in
          this Section.

          9. INDEMNIFICATION.

          (a) The Issuer agrees to indemnify and hold harmless the Lender, its
     partners, affiliates, officers, directors, employees, and duly authorized
     agents, and each Person or entity, if any, who controls the Lender within
     the meaning of Section 15 of the Securities Act or Section 20 of the
     Exchange Act, together with its controlling persons from and against any
     Damages, joint or several, and any action in respect thereof to which the
     Lender, its partners, affiliates, officers, directors, employees, and duly

<PAGE>

     authorized agents, and any such controlling person becomes subject to,
     resulting from, arising out of or relating to any misrepresentation, breach
     of warranty or non-fulfillment of or failure to perform any covenant or
     agreement on the part of Issuer contained in this Plan of Exchange, as such
     Damages are incurred, unless such Damages result primarily from the
     Lender's gross negligence, recklessness or bad faith in performing its
     obligations under this Plan of Exchange.

          (b) The Lender agrees to indemnify and hold harmless the Issuer, its
     partners, affiliates, officers, directors, employees, and duly authorized
     agents, and each Person or entity, if any, who controls the Issuer within
     the meaning of Section 15 of the Securities Act or Section 20 of the
     Exchange Act, together with its controlling persons from and against any
     Damages, joint or several, and any action in respect thereof to which the
     Issuer, its partners, affiliates, officers, directors, employees, and duly
     authorized agents, and any such controlling person becomes subject to,
     resulting from, arising out of or relating to any misrepresentation, breach
     of warranty or non-fulfillment of or failure to perform any covenant or
     agreement on the part of the Lender contained in this Plan of Exchange, as
     such Damages are incurred, unless such Damages result primarily from the
     Issuer's gross negligence, recklessness or bad faith in performing its
     obligations under this Plan of Exchange; provided, however, that the
     maximum aggregate liability of the Lender shall be limited to the amount
     actually invested by the Lender under this Plan of Exchange.

          (c) All claims for indemnification by any Indemnified Party (as
     defined below) under this Plan of Exchange shall be asserted and resolved
     as follows:

               (i) In the event any claim or demand in respect of which any
          person claiming indemnification under any provision of SECTION 9(an
                                                                 ---------
          "Indemnified Party") might seek indemnity under SECTION 9 is asserted
                                                          ---------
          against or sought to be collected from such Indemnified Party by a
          person other than the Issuer, the Lender or any affiliate of the
          Issuer (a "Third Party Claim"), the Indemnified Party shall deliver a
          written notification, enclosing a copy of all papers served, if any,
          and specifying the nature of and basis for such Third Party Claim and
          for the Indemnified Party's claim for indemnification that is being
          asserted under any provision of SECTION 9 against any person (the
                                          ---------
          "Indemnifying Party"), together with the amount or, if not then
          reasonably ascertainable, the estimated amount, determined in good
          faith, of such Third Party Claim (a "Claim Notice") with reasonable
          promptness to the Indemnifying Party. If the Indemnified Party fails
          to provide the Claim Notice with reasonable promptness after the
          Indemnified Party receives notice of such Third Party Claim, the

<PAGE>

          Indemnifying Party shall not be obligated to indemnify the Indemnified
          Party with respect to such Third Party Claim to the extent that the
          Indemnifying Party's ability to defend has been irreparably prejudiced
          by such failure of the Indemnified Party. The Indemnifying Party shall
          notify the Indemnified Party as soon as practicable within the period
          ending 15 calendar days following receipt by the Indemnifying Party of
          either a Claim Notice or an Indemnity Notice (as defined below) (the
          "Dispute Period") whether the Indemnifying Party disputes its
          liability or the amount of its liability to the Indemnified Party
          under SECTION 9 and whether the Indemnifying Party desires, at its
                ---------
          sole cost and expense, to defend the Indemnified Party against such
          Third Party Claim.

               (ii) If the Indemnifying Party notifies the Indemnified Party
          within the Dispute Period that the Indemnifying Party desires to
          defend the Indemnified Party with respect to the Third Party Claim
          pursuant to SECTION 9, then the Indemnifying Party shall have the
                      ---------
          right to defend, with counsel reasonably satisfactory to the
          Indemnified Party, at the sole cost and expense of the Indemnifying
          Party, such Third Party Claim by all appropriate proceedings, which
          proceedings shall be vigorously and diligently prosecuted by the
          Indemnifying Party to a final conclusion or will be settled at the
          discretion of the Indemnifying Party (but only with the consent of the
          Indemnified Party in the case of any settlement that provides for any
          relief other than the payment of monetary damages or that provides for
          the payment of monetary damages as to which the Indemnified Party
          shall not be indemnified in full pursuant to SECTION 9). The
                                                       ---------
          Indemnifying Party shall have full control of such defense and
          proceedings, including any compromise or settlement thereof; provided,
          however, that the Indemnified Party may, at the sole cost and expense
          of the Indemnified Party, at any time prior to the Indemnifying
          Party's delivery of the notice referred to in the first sentence of
          this clause (i), file any motion, answer or other pleadings or take

<PAGE>

          any other action that the Indemnified Party reasonably believes to be
          necessary or appropriate to protect its interests; and provided
          further, that if requested by the Indemnifying Party, the Indemnified
          Party will, at the sole cost and expense of the Indemnifying Party,
          provide reasonable cooperation to the Indemnifying Party in contesting
          any Third Party Claim that the Indemnifying Party elects to contest.
          The Indemnified Party may participate in, but not control, any defense
          or settlement of any Third Party Claim controlled by the Indemnifying
          Party pursuant to this clause (ii), and except as provided in the
          preceding sentence, the Indemnified Party shall bear its own costs and
          expenses with respect to such participation. Notwithstanding the
          foregoing, the Indemnified Party may take over the control of the
          defense or settlement of a Third Party Claim at any time if it
          irrevocably waives its right to indemnity under SECTION 9
                                                          ---------
          with respect to such Third Party Claim.

               (iii) If the Indemnifying Party fails to notify the Indemnified
          Party within the Dispute Period that the Indemnifying Party desires to
          defend the Third Party Claim pursuant to SECTION 9, or if the
                                                   ---------
          Indemnifying Party gives such notice but fails to prosecute vigorously
          and diligently or settle the Third Party Claim, or if the Indemnifying
          Party fails to give any notice whatsoever within the Dispute Period,
          then the Indemnified Party shall have the right to defend, at the sole
          cost and expense of the Indemnifying Party, the Third Party Claim by
          all appropriate proceedings, which proceedings shall be prosecuted by
          the Indemnified Party in a reasonable manner and in good faith or will
          be settled at the discretion of the Indemnified Party (with the
          consent of the Indemnifying Party, which consent will not be
          unreasonably withheld). The Indemnified Party will have full control
          of such defense and proceedings, including any compromise or
          settlement thereof; provided, however, that if requested by the
          Indemnified Party, the Indemnifying Party will, at the sole cost and
          expense of the Indemnifying Party, provide reasonable cooperation to
          the Indemnified Party and its counsel in contesting any Third Party
          Claim which the Indemnified Party is contesting. Notwithstanding the
          foregoing provisions of this CLAUSE (III), if the Indemnifying Party
                                       -----------
          has notified the Indemnified Party within the Dispute Period that the
          Indemnifying Party disputes its liability or the amount of its
          liability hereunder to the Indemnified Party with respect to such
          Third Party Claim and if such dispute is resolved in favor of the

<PAGE>

          Indemnifying Party in the manner provided in CLAUSE (IV) below, the
                                                       ----------
          Indemnifying Party will not be required to bear the costs and expenses
          of the Indemnified Party's defense pursuant to this CLAUSE (III) or of
                                                              -----------
          the Indemnifying Party's participation therein at the Indemnified
          Party's request, and the Indemnified Party shall reimburse the
          Indemnifying Party in full for all reasonable costs and expenses
          incurred by the Indemnifying Party in connection with such litigation.
          The Indemnifying Party may participate in, but not control, any
          defense or settlement controlled by the Indemnified Party pursuant to
          this CLAUSE (III), and the Indemnifying Party shall bear its own costs
               -----------
          and expenses with respect to such participation.

               (iv) If the Indemnifying Party notifies the Indemnified Party
          that it does not dispute its liability or the amount of its liability
          to the Indemnified Party with respect to the Third Party Claim under
          SECTION 9 or fails to notify the Indemnified Party within the Dispute
          ---------
          Period whether the Indemnifying Party disputes its liability or the
          amount of its liability to the Indemnified Party with respect to such
          Third Party Claim, the Damages in the amount specified in the Claim
          Notice shall be conclusively deemed a liability of the Indemnifying
          Party under SECTION 9, and the Indemnifying Party shall pay the amount
                      ---------
          of such Damages to the Indemnified Party on demand. If the
          Indemnifying Party has timely disputed its liability or the amount of
          its liability with respect to such claim, the Indemnifying Party and
          the Indemnified Party shall proceed in good faith to negotiate a
          resolution of such dispute, and if not resolved through negotiations
          within the period of thirty (30) calendar days immediately following
          the Dispute Period, such dispute shall be resolved by arbitration in
          accordance with SECTION 10
                          ----------

          (d) In the event any Indemnified Party should have a claim under
     SECTION 9 against the Indemnifying Party that does not involve a Third
     ---------
     Party Claim, the Indemnified Party shall deliver a written notification of
     a claim for indemnity under SECTION 9 specifying the nature of and basis
                                 ---------
     for such claim, together with the amount or, if not then reasonably
     ascertainable, the estimated amount, determined in good faith, of such
     claim (an "Indemnity Notice") with reasonable promptness to the
     Indemnifying Party. The failure by any Indemnified Party to give the
     Indemnity Notice shall not impair such party's rights hereunder except to

<PAGE>

     the extent that the Indemnifying Party demonstrates that it has been
     irreparably prejudiced thereby. If the Indemnifying Party notifies the
     Indemnified Party that it does not dispute the claim or the amount of the
     claim described in such Indemnity Notice or fails to notify the Indemnified
     Party within the Dispute Period whether the Indemnifying Party disputes the
     claim or the amount of the claim described in such Indemnity Notice, the
     Damages in the amount specified in the Indemnity Notice will be
     conclusively deemed a liability of the Indemnifying Party under SECTION 9,
                                                                     ---------
     and the Indemnifying Party shall pay the amount of such Damages to the
     Indemnified Party on demand. If the Indemnifying Party has timely disputed
     its liability or the amount of its liability with respect to such claim,
     the Indemnifying Party and the Indemnified Party shall proceed in good
     faith to negotiate a resolution of such dispute, and if not resolved
     through negotiations within the period of thirty (30) calendar days
     immediately following the Dispute Period, such dispute shall be resolved by
     arbitration in accordance with SECTION 10.
                                    ----------

     SECTION 10.  CHOICE OF LAW, VENUE, ARBITRATION, WAIVER OF JURY TRIAL.

          (a) All questions concerning the construction, validity, enforcement
     and interpretation of this Plan of Exchange shall be governed by and
     construed and enforced in accordance with the internal laws of the State of
     Florida without regard to the principles of conflicts of law thereof.

          (b) The Lender and the Issuer hereby mutually waive trial by jury

               IN  THAT  CONNECTION,  EACH  OF  THE PARTIES WAIVES THE
               RIGHT  TO  A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION
               WITH  OR RELATING TO THIS PLAN OF EXCHANGE, ANY RELATED
               AGREEMENT  OR  ANY  MATTERS  DESCRIBED  OR CONTEMPLATED
               HEREIN  OR  THEREIN,  AND  AGREES  TO  TAKE ANY AND ALL
               ACTION  NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

          (c) The Parties hereto irrevocably agree and consent that all disputes
     concerning this Plan of Exchange or any claim or issue of any nature
     whatsoever (whether brought by the Parties hereto) arising from or relating
     to this Plan of Exchange or to the corporate steps taken to enter into it
     (including, without limitation, claims for alleged fraud, breach of
     fiduciary duty, breach of contract, tort, etc.) which cannot be resolved

<PAGE>

     within reasonable time through discussions between the opposing entities,
     shall be resolved solely and exclusively by means of arbitration to be
     conducted in Freehold, New Jersey (or the nearest town in which such
     arbitration may be conducted), which arbitration will proceed in accordance
     with the rules of the American Arbitration Association (or any successor
     organization thereto) then in force for resolution of commercial disputes.

          (d) The Parties hereby mutually waive trial by jury and consent to the
     exclusive jurisdiction of and the venue in the forum of the American
     Arbitration Association (or any successor organization thereto) then in
     force for resolution of commercial disputes in Freehold, New Jersey (or the
     nearest town in which such arbitration may be conducted), and, in addition,
     they waive, to the maximum extent permitted by law, any objection,
     including any objection based on forum non coveniens, to the bringing of
     any such proceeding in such forum.

          (e) The Arbitrators themselves shall have the right to determine and
     to arbitrate the threshold issue of arbitrability itself, the decision of
     the Arbitrators shall be final, conclusive, and binding upon the opposing
     entities, and a judgment upon the award may be obtained and entered in any
     federal or state court of competent jurisdiction; and

          (f) Each Party involved in litigation or arbitration shall be
     responsible for its own costs and expenses of any litigation or arbitration
     proceeding, including its own attorney's fees (for any litigation,
     arbitration, and any appeals).

     11.     MISCELLANEOUS.

          (a) APPENDICES AND EXHIBITS; ENTIRE AGREEMENT. All Exhibits to this
     Plan of Exchange are incorporated herein by reference and shall constitute
     part of this Plan of Exchange. This Plan of Exchange sets forth the entire
     agreement and understanding of the Parties relating to the subject matter
     hereof and thereof, and it supersede all prior and contemporaneous
     agreements, negotiations and understandings between the Parties, both oral
     and written, relating to the subject matter hereof.

          (b) TITLE AND SUBTITLES. The titles and subtitles used in this Plan of
     Exchange are used for the convenience of reference and are not to be
     considered in construing or interpreting this Plan of Exchange.

<PAGE>

          (c) COUNTERPARTS. This Plan of Exchange may be executed in multiple
     counterparts, each of which may be executed by less than all of the
     Parties. each of which shall be deemed to be an original instrument which
     shall be enforceable against the Parties actually executing such
     counterparts, and all of which together shall constitute one and the same
     instrument.

          (d) SEVERABILITY. In the event that any provision of this Plan of
     Exchange becomes or is declared by a court or other tribunal of competent
     jurisdiction to be illegal, unenforceable or void, this Plan of Exchange
     shall continue in full force and effect without said provision; provided,
     however, that such severability shall be ineffective if it materially
     changes the economic benefit of this Plan of Exchange to any party.

          (e) AMENDMENT; NO WAIVER. No Party shall be liable or bound to any
     other Party in any manner by any warranties, representations or covenants
     except as specifically set forth in this Plan of Exchange. Except as
     expressly provided in this Plan of Exchange, neither this Plan of Exchange
     nor any term hereof may be amended, waived, discharged or terminated other
     than by a written instrument signed by both parties hereto. The failure of
     the either Party to insist on strict compliance with this Plan of Exchange,
     or to exercise any right or remedy under this Plan of Exchange, shall not
     constitute a waiver of any rights provided under this Plan of Exchange, nor
     estopp a Party from thereafter demanding full and complete compliance nor
     prevent a Party from exercising such a right or remedy in the future.

          (f) INDEPENDENT CONTRACTOR. The Lender is an independent contractor
     and is not the agent of the Issuer. The Lender is not authorized to bind
     the Issuer or to make any representation or warranties on behalf of Issuer,
     and the Issuer is not authorized to bind the Lender or to make any
     representation or warranties on behalf of Lender.

          (g) ASSIGNMENT. The Lender's rights and duties in this Plan of
     Exchange may be freely assigned or delegated at any time, in whole or in
     part; provided, however, that any such delegation of the Lender's duties
     shall not relieve the Lender of its duties under this Plan of Exchange
     until full performance of such by any such delagatee. The Issuer's rights
     and duties in this Plan of Exchange may not be assigned or delegated.

          (h) TRANSACTION COSTS. Each Party shall bear its own legal fees and
     other out of pocket costs in connecting with the negotiation and execution
     of this Plan of Exchange; provided, however, that should the Holder of the
     Revised Note employ an attorney for the purpose of enforcing or construing
     the Revised Note, or any judgment based on the Revised Note, in any legal

<PAGE>

     proceeding whatsoever, including insolvency, bankruptcy, arbitration,
     declaratory relief or other litigation, the Lender shall be entitled to
     receive from the Issuer reimbursement for all reasonable attorneys' fees
     and all reasonable costs, including but not limited to service of process,
     filing fees, court and court reporter costs, investigative costs, expert
     witness fees, and the cost of any bonds, whether taxable or not, and that
     such reimbursement shall be included in any judgment or final order issued
     in that proceeding.

          (i) SURVIVAL. The representations, warranties and covenants made by
     each of the Issuer and the Lender in this Plan of Exchange, the annexes,
     schedules and exhibits hereto and in each instrument, agreement and
     certificate entered into and delivered by them pursuant to this Plan of
     Exchange shall survive the consummation of the transactions contemplated
     hereby. In the event of a breach or violation of any of such
     representations, warranties or covenants, the Party to whom such
     representations, warranties or covenants have been made shall have all
     rights and remedies for such breach or violation available to it under the
     provisions of this Plan of Exchange or otherwise, whether at law or in
     equity, irrespective of any investigation made by or on behalf of such
     party on or prior to the date of the execution of this Plan of Exchange.

          (j) TIME OF ESSENCE. Time is of the essence for the performance of all
     obligations set forth in this Plan of Exchange.

          In Witness Whereof, the undersigned Parties have executed this Plan of
     Exchange as of the date first set forth above.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                     SIGNATURES APPEAR ON THE FOLLOWING PAGE

<PAGE>


                                THE ISSUER:

                                WGL ENTERTAINMENT HOLDINGS, INC.

                                By:/s/ Michael S. Pagnano
                                   -----------------------------
                                     Michael S. Pagnano, CEO



                                THE LENDER:

                                DLC CAPITAL GROUP, LLC.


                                By:/s/ Joseph A. Fierro
                                   ----------------------------
                                    Joseph A. Fierro, President







                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK





                   SCHEDULE I  APPEARS ON THE FOLLOWING PAGE
                   ---------

<PAGE>

                                   SCHEDULE I
                                   ----------

                                       TO

                          PLAN FOR EXCHANGE OF CLAIMS
                                       AND
                                 RE-ORGANIZATION


THE VARIOUS PROMISSORY NOTES, REVISED NOTES, AND DEBT MEMORANDA ARE SET FORTH IN
                                 THIS SCHEDULE,
                      I.E., THE "ORIGINAL DEBT INSTRUMENTS"







                   EXHIBIT A    APPEARS ON THE FOLLOWING PAGE
                   ---------

<PAGE>

                                    EXHIBIT A
                                    ---------

                                       TO

                          PLAN FOR EXCHANGE OF CLAIMS
                                       AND
                                 RE-ORGANIZATION


                              FORM OF REVISED NOTE


$_______________.00

Lake Mary, Florida                              November _____, 2006

PROMISE TO PAY

          For Value Received, on demand, WGL Entertainment Holdings, Inc. (the
     "Issuer" or the "Maker", as the text may require) promises to pay to the
     order of DLC Capital Group, LLC, or any successor thereto ("DLC Capital" or
     the "Holder") at the offices of the Holder, the principal sum of
     $__________________, together with interest at the rate of 6% per annum on
     the then outstanding unpaid principal balance.

     In the event of any default under this Revised Note, the unpaid principal
balance and all accrued and unpaid interest thereon shall become immediately due
and payable without notice or presentment, and the unpaid principal balance
shall bear interest thereafter the rate of 10 % per annum on the then
outstanding unpaid principal balance.

PREPAYMENT - IN CASH ONLY

     Prepayment may be made at anytime in whole or in part without penalty only
in lawful currency of the United States of America. Each such payment shall be
credited first to accrued and unpaid interest, and the remainder to the
principal amount then outstanding.

REVISED NOTE IS SUBJECT TO ANOTHER AGREEMENT

     Unless expressly stated otherwise, this Revised Note is subject to that
certain Plan for Exchange of Claims and Re-Organization dated November 24, 2006,
by and between WGL Entertainment Holdings, Inc. and DLC Capital Group, LLC. (the
"Plan of Exchange").

<PAGE>

HOLDER'S EXCHANGE RIGHTS

     At the option of the Holder, the Holder shall have the right (the "Exchange
Right"), but not the obligation, to exchange the debt evidenced by this Revised
Note, either in whole or in part ("Exchanges"), up to the full principal amount
of this Revised Note, together with any accrued and unpaid interest with respect
to any such principal balance, into shares of Common Stock of the Issuer (the
"Exchange Shares").

     Exchanges pursuant to this Revised Note may be exercised on any Business
Day by the Holder by telecopying an executed completed Notice of Exchange (a
"Notice"), in the form as set forth in EXHIBIT A - 1 hereto, to the Issuer and
                                       ------- - - -
to the Issuer's Transfer Agent.

     Such Notice shall be deemed dated and effective as at the date set forth on
the Notice (the "Exchange Date").

     Such Notice of Exchange  shall be given to the Issuer and to the Issuer's
Transfer Agent in the manner set forth in the Plan of Exchange.

     The number of Exchange Shares into which the debt evidenced by this Revised
Note may be exchanged shall be equal to (w) the dollar amount of the principal
portion of the debt evidenced by this Revised Note being exchanged (together
with any accrued and unpaid interest with respect to any such principal balance)
(x) divided by the "Exchange Price"; provided, however, that the Holder shall
have the option to collect said dollar amount of interest (y) in cash, or (z)
into a number of Exchange Shares, by dividing said dollar amount of interest by
the Exchange Price.

     The "Exchange Price" shall be a number equal to 70 % of the highest closing
bid price of the Common Stock of the Issuer as reported on the OTC Electronic
Bulletin Board (the "OTC-BB"), or any exchange on which shares of the Issuer's
Common Stock are traded, for any trading day on which the given Notice is
received by the Issuer.

     FORM  OF  EXAMPLE  TO  AVOID  FUTURE  MISUNDERSTANDINGS

     Assume  that  the  Maker  is  indebted  to  the  Holder  in  the  principal
     amount  of  $795,252.00.

<PAGE>

          If the Holder wished to exchange principal (but no interest) in the
amount of $10,000.00 for equity of the Maker on a day in which the highest
closing bid price of the Common Stock of the Maker as reported on the OTC
Electronic Bulletin Board was $0.02, the Holder would be entitled to receive
714,286 shares of WGL Entertainment Common Stock (i. e., Exchange Shares), as
follows:

          1. The highest closing bid price of the Common Stock of WGL
     Entertainment as reported on the OTC Electronic Bulletin Board on that day
     was $0.02.

          2.   The Exchange  Price  is  equal  to  70  %  of  $0.02,  or $0.014.

          3.   $10,000  divided  by  $0.014  is  714,286  Exchange  Shares.

          4. Upon receipt of the 714,286 Exchange Shares, the principal balance
     would be reduced by $10,000.00, and the unpaid principal balance of the
     Revised Note would now be $785,252.00.

     If a later time the Holder wished to exchange principal (but no interest)
in the amount of $30,000.00 for equity of WGL Entertainment on a day in which
the highest closing bid price of the Common Stock of WGL Entertainment as
reported on the OTC Electronic Bulletin Board was $0.04, the Holder would be
entitled to receive 1,071,429 Exchange Shares, as follows:

          1. The highest closing bid price of the Common Stock of WGL
     Entertainment as reported on the OTC Electronic Bulletin Board on that day
     was $0.04.

          2.          The Exchange Price is equal to 70 % of $0.04, or $0.028.

          3.          $30,000 divided by $0.028 is 1,071,429 Exchange Shares.

          4. Upon receipt of the 1,071,429 Exchange Shares, the principal
     balance would be reduced by $30,000.00, and the unpaid principal balance of
     the Revised Note would now be $755,252.00 (A principal reduction of
     $10,000.00 per the First Example, followed by a principal reduction of $
     30,000.00 per the Second Example.) If a later time the Holder wished to
     exchange principal in the amount of $15,000.00 plus accrued interest in the

<PAGE>

     amount of $3,724.53 (30 days of interest on previous principal balance of
     $755,252.00, for a total of $18,724.53) for equity of WGL Entertainment on
     a day in which the highest closing bid price of the Common Stock of WGL
     Entertainment as reported on the OTC Electronic Bulletin Board was $0.05,
     the Holder would be entitled to receive 534,987 Exchange Shares, as
     follows:

          1. The highest closing bid price of the Common Stock of WGL
     Entertainment as reported on the OTC Electronic Bulletin Board on that day
     was $0.05.

          2. The Exchange Price is equal to 70 % of $0.05, or $0.035.

          3.  $18,724.53  divided  by  $0.035  is  534,987  Exchange Shares. (If
     accrued  interest  is  paid  in  cash,  $15,000 divided by $.035 is 428,571
     Exchange  Shares.)

          4. Upon receipt of the 534,987 Exchange Shares INcluding accrued
                                                         --
     interest (or 428,571 Exchange Shares EXcluding interest), the principal
                                          --
     balance would be reduced by $15,000.00, and the unpaid principal balance of
     the Revised Note would now be $740,252.00 (A principal reduction of
     $10,000.00 per the First Example, followed by a principal reduction of $
     30,000.00 per the Second Example, followed by a principal reduction of
     $15,000.00.)

     MECHANICS OF EXCHANGES, RIGHTS AND DUTIES

          As promptly as practicable after the receipt of a Notice as aforesaid,
     but in any event not more than one (1) Business Day after the Transfer
     Agent's receipt of such Exchange Notice,

               (a) at the Holder's request, the Issuer shall cause its Transfer
          Agent to immediately transfer electronically the Exchange Shares as
          indicated in the Notice via The Depository Trust Company's ("DTC")
          Fast Automated SecuritiesTransfer Program through its Deposit
          Withdrawal At Custodian ("DWAC") system; or

               (b) at the Holder's request, the Issuer shall cause its Transfer
          Agent to issue and deliver via a common carrier for overnight delivery
          to the address as specified in the Exchange Notice, a certificate(s),
          registered in the name(s) of the Holder(s) or its designee(s) for the
          number of shares of Exchange Shares to which the Holder shall be
          entitled as set forth in the Notice.

     The Issuer shall, as indicated in the Notice,

          (a) pay cash to the Holder

               (i) in respect of any fraction of an Exchanged Share deliverable
          upon such Exchange; and

<PAGE>

               (ii) as requested by and to the Holder for the amount of accrued
          and unpaid interest on this Revised Note as of the Exchange Date.

     The Notice shall state the name or names (with addresses) of the persons
who are to become the holders of the Exchange Shares in connection with such
Exchange. Such Exchange shall be deemed to have been effected as at the Exchange
Date, and as at that date, the Person(s) designated in the Notice shall be
deemed to have become the holder or holders of record of the shares of the
Common Stock of the Issuer represented thereby, and all voting and other rights
associated with the beneficial ownership of such shares of Common Stock of the
Issuer shall at such time vest with such Person(s).

     No cash payment aggregating less than $1.00 shall be required to be given
unless specifically requested by the Holder.

     If, at any time after the date of this Revised Note,

          (a) the Issuer challenges, disputes or denies the right of the Holder
     hereof to effect the exchange of this Revised Note into Exchange Shares or
     otherwise dishonors or rejects any Notice; or

          (a) any third party who is not and has never been an Affiliate of the
     Holder commences any lawsuit or legal proceeding or otherwise asserts any
     claim before any court or public or governmental authority which seeks to
     challenge, deny, enjoin, limit, modify, delay or dispute the right of the
     Holder hereof to effect the exchange of this Revised Note into Exchange
     Shares, then the Holder shall have the right, but not the obligation, by
     written notice to the Issuer, to require the Issuer to promptly redeem this
     Revised Note for cash at one hundred and fifty (150%) of the then
     outstanding Principal Amount thereof, together with all accrued and unpaid
     interest thereon to the date of redemption.

     Under any of the circumstances set forth above, the Issuer shall be
responsible for the payment of all costs and expenses of the Holder, including
reasonable legal fees and expenses, as and when incurred in defending itself in
any such action or pursuing its rights hereunder (in addition to any other
rights of the Holder).

     The Holder shall be entitled to exercise its Exchange privilege
notwithstanding the commencement of any case under the Bankruptcy Code. In the
event the Issuer is a debtor under the Bankruptcy Code, the Issuer hereby waives

<PAGE>

to the fullest extent permitted any rights to relief it may have under the
Bankruptcy Code in respect of the Holder's Exchange Privilege and this Revised
Note. The Issuer agrees, without cost or expense to the Holder, to take or
consent to any and all action necessary to effectuate relief under the
Bankruptcy Code.

     No fractional shares of Common Stock or scrip representing fractional
shares of Common Stock shall be delivered upon Exchange of this Revised Note.
Instead of any fractional Common Shares which otherwise would be delivered upon
exchange of this Revised Note, the Issuer shall pay a cash adjustment in respect
of such fraction in an amount equal to the same fraction multiplied by the
Current Market Price on the Exchange Date. No cash payment of less than $1.00
shall be required to be given unless specifically requested by the Holder.

     The Issuer shall act as Registrar with respect to Exchange Rights and shall
maintain an appropriate ledger containing the necessary information with respect
to the exercise of Exchange Rights, including the number of shares of Common
Stock issued pursuant to each Lender's Notice.

     EXCHANGE SHARES TO BE FREELY TRANSFERABLE

     The Exchange Shares, whether issued in certificated form (or transferred
electronically through the DWAC system) shall, and need not, bear a Restrictive
Legend. The Exchange Shares, whether issued in certificated form (or transferred
electronically through the DWAC system) shall, and need not, bear a Restrictive
Legend.

     To that end, the Issuer has, this day, delivered its Transfer Agent the
opinion of Guy K. Stewart, Jr., Esq., Special Counsel to the Issuer, which
states:

          (a) that the certificates (and/or shares transferred through the DWAC
     system) representing the Exchange Shares, shall, and need not, bear any
     legend restricting transfer the transfer thereof, shall not be subject to
     any stop-transfer restrictions, may be offered for sale, transfer or
     assignment immediately upon receipt thereof by the holder (or its
     designees), and otherwise shall be freely transferable on the books and
     records of the Issuer; and

          (b) that it shall not be necessary for a separate opinion of counsel
     to be prepared and deliver to the Transfer Agent each time Notice of
     Exchange is delivered to the Issuer.

<PAGE>

     Furthermore, once this opinion of counsel has been issued, the Issuer will
not repudiate it, and if the Transfer Agent requests that a separate opinion be
submitted with successive Notices of Exchanges, the Issuer will retain Guy K.
Stewart, Jr., Esq. to do so.

     ADJUSTMENTS

     The Exchange Price and the number of Exchange Shares deliverable upon
Exchange of this Revised Note are subject to adjustment from time to time as
follows:

          RECLASSIFICATION, ETC.

               In case the Issuer shall reorganize its capital, reclassify its
          capital stock, consolidate or merge with or into another Person (where
          the Issuer is not the survivor or where there is a change in or
          distribution with respect to the Common Stock of the Issuer), sell,
          convey, transfer or otherwise dispose of all or substantially all its
          property, assets or business to another Person, spin-off or otherwise
          change the Capital Structure of a subsidiary, or effectuate a
          transaction or series of related transactions in which more than fifty
          percent (50%) of the voting power of the Issuer is disposed of (each,
          a "Fundamental Corporate Change") and, pursuant to the terms of such
          Fundamental Corporate Change, shares of common stock of the successor
          or acquiring corporation, or any cash, shares of stock or other
          securities or property of any nature whatsoever (including warrants or
          other subscription or purchase rights) in addition to or in lieu of
          common stock of the successor or acquiring corporation ("Other
          Property") are to be received by or distributed to the holders of
          Common Stock of the Issuer, then the Holder of this Revised Note shall
          have the right thereafter, at its sole option, to (x) require the
          Issuer to prepay this Revised Note for cash at one hundred and fifty
          percent (150%) of the then outstanding Principal Amount thereof,
          together with all accrued and unpaid interest thereon to the date of
          prepayment, (y) receive the number of shares of common stock of the
          successor or acquiring corporation or of the Issuer, if it is the
          surviving corporation, or of the subsidiary, and Other Property as is
          receivable upon or as a result of such Fundamental Corporate Change by
          a holder of the number of shares of Common Stock into which the
          outstanding portion of this Revised Note may be exchange ed at the
          Exchange Price applicable immediately prior to such Fundamental
          Corporate Change or (z) require the Issuer, or such successor,
          resulting or purchasing corporation, as the case may be, to, without
          benefit of any additional consideration therefor, execute and deliver
          to the Holder a Revised Note with substantial identical rights,
          privileges, powers, restrictions and other terms as this Revised Note

<PAGE>

          in an amount equal to the amount outstanding under this Revised Note
          immediately prior to such Fundamental Corporate Change. For purposes
          hereof, "common stock of the successor, subsidiary or acquiring
          corporation" shall include stock of such corporation of any class
          which is not preferred as to dividends or assets over any other class
          of stock of such corporation and which is not subject to prepayment
          and shall also include any evidences of indebtedness, shares of stock
          or other securities which are convertible into or exchangeable for any
          such stock, either immediately or upon the arrival of a specified date
          or the happening of a specified event and any warrants or other rights
          to subscribe for or purchase any such stock. The foregoing provisions
          shall similarly apply to successive Fundamental Corporate Changes.

          ANTI-DILUTION ADJUSTMENT

               If and whenever after the date hereof, the Issuer shall issue or
          sell any shares of its Common Stock for a consideration per share less
          than the Exchange Price in effect immediately prior to the time of
          issue or sale, then forthwith the Exchange Price shall be reduced to
          the prices (calculated to the nearest tenth of a cent) determined by
          dividing (1) an amount equal to the sum of (aa) the number of shares
          of the Issuer's Common Stock outstanding immediately prior to such
          issue or sale (assuming the exchange of all securities convertible
          into shares of the Issuer's Common Stock) multiplied by the Exchange
          Price in effect immediately prior to such issue or sale, and (bb) the
          consideration, if any, received and deemed received by the Issuer upon
          such issue or sale, by (2) the total number of shares of the Issuer's
          Common Stock outstanding and deemed outstanding immediately after such
          issue or sale.

<PAGE>

CERTAIN EXCHANGE LIMITS

     If, and to the extent that, on any date, the holding by the Holder of this
Revised Note would result in the Holder's being deemed the beneficial owner of
more than 4.99% of the then Issued and Outstanding number of shares of Common
Stock of the Issuer, then the Holder shall not have the right, and the Issuer
shall not have the obligation, to Exchange any portion of this Revised Note as
shall cause such Holder to be deemed the beneficial owner of more than 4.99% of
the then Issued and Outstanding number of shares of Common Stock of the Issuer.

     If any court of competent jurisdiction shall determine that the foregoing
limitation is ineffective to prevent a Holder from being deemed the beneficial
owner of more than 4.99% of the then Issued and Outstanding number of shares of
Common Stock of the Issuer, then the Issuer shall prepay in cash such portion of
this Revised Note as shall cause such Holder not to be deemed the beneficial
owner of more than 4.99% of the then Issued and Outstanding number of shares of
Common Stock of the Issuer. Upon such determination by a court of competent
jurisdiction, the Holder shall have no interest in or rights under such portion
of the Revised Note. Any and all interest paid on or prior to the date of such
determination shall be deemed interest paid on the remaining portion of this
Revised Note held by the Holder. Such prepayment shall be for cash at a
prepayment price of one hundred and fifty percent (150%) of the Principal Amount
thereof, together with all accrued and unpaid interest thereon to the date of
prepayment.

TIME OF ESSENCE

     Time is of the essence for the performance of all obligations set forth in
this Revised Note.

MISCELLANEOUS

     In case any provision of this Revised Note is held by a tribunal of
competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Revised Note will not in any
way be affected or impaired thereby.

     Should the Holder of this Revised Note employ an attorney for the purpose
of enforcing or construing this Revised Note, or any judgment based on this

<PAGE>

Revised Note, in any legal proceeding whatsoever, including insolvency,
bankruptcy, arbitration, declaratory relief or other litigation, the Holder
shall be entitled to receive from the Maker reimbursement for all of the
Holder's reasonable attorneys' fees and all reasonable costs, including but not
limited to service of process, filing fees, court and court reporter costs,
investigative costs, expert witness fees, and the cost of any bonds, whether
taxable or not, and that such reimbursement shall be included in any judgment or
final order issued in that proceeding.

     The Maker waives presentment, protest and notice of dishonor. No failure or
delay by the Holder in exercising any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right preclude other or
further exercises thereof or the exercise of any other right. The Holder may
extend the time of payment of this Revised Note, postpone the enforcement
hereof, grant any other indulgences without affecting or diminishing the
Holder's right of recourse against the Maker, which right is hereby expressly
reserved.

                         THE MAKER:

                         WGL ENTERTAINMENT HOLDINGS, INC.


                         By:
                             -----------------------------------------------
                             Michael S. Pagnano, as Chief Executive Officer,
                             and not personally.




                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                  EXHIBIT A- I    APPEARS ON THE FOLLOWING PAGE
                  -------    -

<PAGE>

                                  EXHIBIT A- 1
                                  ---------  -

                                       TO

                                  REVISED NOTE

                           FORM OF NOTICE OF EXCHANGE


                        WGL ENTERTAINMENT HOLDINGS, INC.

     The undersigned Holder of this Revised Note dated November ___, 2006 (the
"Revised Note ") issued by WGL Entertainment Holdings, Inc. (the "Issuer")
hereby irrevocably exercises its option

                    _______  to  Exchange  $_______.00  of  Principal  of  the
      ---------     Revised Note plus $______.00 of Accrued Interest into shares
                    of  Common  Stock  of  the Issuer (the "Exchange Shares") in
                    accordance  with  the  terms  of  the  Revised  Note.

                                   OR

                    _______  to  Exchange  $_______.00  of  Principal  of  the
      ---------     Revised  Note into shares of Common Stock of the Issuer (the
                    "Exchange Shares"), and in addition to receive $______.00 of
                    Accrued  Interest  in  cash, in accordance with the terms of
                    the  Revised  Note.

     The undersigned directs that the shares of Common Stock of the Issuer and
the certificates therefor deliverable upon Exchange, together with any check in
payment for fractional Common Stock (or payment for interest, if so indicated
above), be registered in the name of and/or delivered to the undersigned unless
a different name has been indicated below.

<PAGE>

     All capitalized terms used and not defined herein have the respective
meanings assigned to them in the Revised Note.

     The Exchange to be effected pursuant hereto shall be deemed to have been
effected at the date and time specified below, and as at that date, the
Person(s) designated in this Notice shall be deemed to have become the holder(s)
of record of the shares of the Common Stock of the Issuer represented thereby,
and all voting and other rights associated with the beneficial ownership of such
shares of Common Stock of the Issuer shall at such time vest with such
Person(s).

DATE OF THIS NOTICE OF EXCHANGE                    ____________, 20 __

ORIGINAL REVISED NOTE AMOUNT                      $_____________.00

APPLICABLE EXCHANGE PRICE                         _________  %  of  the
                                                  highest  closing  bid price of
                                                  the Common Stock of the Issuer
                                                  as  reported  on  the  OTC
                                                  Electronic Bulletin Board (the
                                                  "OTC-BB"),  or any exchange on
                                                  which  shares  of the Issuer's
                                                  Common  Stock  are traded, for
                                                  any  trading  day on which the
                                                  given  Notice  is  received by
                                                  the  Issuer.


PRINCIPAL DOLLAR AMOUNT EXCHANGED                 $ _____________.00

ACCRUED BUT UNPAID INTEREST EXCHANGED             $ _____________.00

TOTAL SHARES TO BE EXCHANGED                       _______________ Shares

PRINCIPAL AMOUNT OUTSTANDING AFTER THIS EXCHANGE  $ _____________.00

NAME OF HOLDER                                     ______________________

DELIVERY INSTRUCTIONS

     PLEASE DWAC SHARES TO                         _______________________

<PAGE>

     CLEARING AGENT                                _______________________

     DTC NUMBER                                    _______________________

     ACCOUNT NAME                                  _______________________

     ACCOUNT NUMBER                                _______________________

                    SIGNATURE OF HOLDER
                    By: /s/
                        -----------------------------
                           Name   Title


                             END OF PLAN OF EXCHANGE

<PAGE>