EXHIBIT 10.2


                                  REVISED NOTE


$795,252.00

Lake Mary, Florida                                        November 24, 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 $795,252.00
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").

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").

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     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.

     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.

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          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 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.)

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          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
     Securities Transfer 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

          (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).

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     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

     (b) 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
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.

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     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.

     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:

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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 in
an amount equal to the amount outstanding under this Revised Note immediately

<PAGE>

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.

     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.

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     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
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.

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

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