THIS  NOTE  HAS  NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
    AMENDED  (THE "ACT"), OR UNDER THE SECURITIES  LAWS  OF  APPLICABLE  STATES.
    THIS NOTE  IS  SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
    NOT BE TRANSFERRED  OR  RESOLD  EXCEPT  AS  PERMITTED  UNDER THE ACT AND THE
    APPLICABLE  STATE  SECURITIES  LAWS, PURSUANT TO REGISTRATION  OR  EXEMPTION
    THEREFROM.  INVESTORS SHOULD BE  AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
    FINANCIAL RISKS OF THIS INVESTMENT  FOR  AN  INDEFINITE PERIOD OF TIME.  THE
    ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF  COUNSEL IN FORM AND SUBSTANCE
    SATISFACTORY  TO  THE  ISSUER TO THE EFFECT THAT ANY  PROPOSED  TRANSFER  OR
    RESALE IS IN COMPLIANCE  WITH  THE  ACT  AND ANY APPLICABLE STATE SECURITIES
    LAWS.


                                PROMISSORY MOTE
                                       OF
                        BLACK NICKEL ACQUISITION CORP II

Note No. 1

$ 8,000                                          Made as of April 27, 2007
                                                 Maturity Date October 27, 2007


      For value received, the undersigned, BLACK, NICKEL ACQUISITION CORP II, a
      Georgia corporation (the "COMPANY"), hereby promises to pay to the order
      of Robert Prag (the "LENDER"), or its registered assigns, at the offices
      of the Lender located at 2455 El Amigo, Delmar, California 92014, or at
      such other place as may be designated from time to time in writing by the
      Lender, the principal sum of EIGHT THOUSAND DOLLARS ($8,000), or, if less,
      the aggregate unpaid principal amount outstanding on this Note as of the
      Maturity Date, together with interest on the unpaid principal balance at
      an annual rate equal to 10%, computed on the basis of the actual number of
      days elapsed   and a year of 365 days from the date of this Note until the
      principal amount and all interest accrued thereon and all other amounts
      owed hereunder are paid. The unpaid Principal Amount, together with any
      then unpaid accrued interest and all other amounts owed hereunder, shall
      be due and payable on the earlier of (i) at the closing of a reverse
      merger, share exchange or similar business combination (the "REVERSE
      MERGER"), (ii) October 27, 2007 or (iii) an event of default as set forth
      herein (in the case of (i), (ii) or (iii),   the "MATURITY DATE") at the
      principal offices of the Company or by mail to the address of the
      registered holder of this Note in lawful money of the United States.  The
      following is a statement of the rights of Holder and the conditions to
      which this Note is subject, and to which Holder hereof, by the acceptance
      of this Note, agrees:

<PAGE>

       1. DEFINITIONS. The following definitions shall apply for all purposes of
this Note:

             1.1 "CLOSING" means date on which the purchase and sale of the Note
occurs.

             1.2 "COMPANY" means the "COMPANY" as defined above and includes any
corporation  which  shall  succeed to or assume the  obligations  of the Company
under this Note.

             1.3  "HOLDER"  means  any  person  who  shall  at the  time  be the
registered holder of this Note.

             1.4 "NOTE" means this Promissory Note.

       2.    REPRESENTATIONS AND WARRANTIES OF THE  COMPANY.  The Company hereby
represents  and  warrants  to  Holder  that  the  statements  in  the  following
paragraphs of this Section 2 are all true and complete  as  of immediately prior
to the Closing:

             2.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION.  The Company has
been duly incorporated and organized,  and is validly existing in good standing,
under the laws of the State of Georgia.  The Company has the corporate power and
authority  to own and  operate  its  properties  and  assets and to carry on its
business as currently conducted and as presently proposed to be conducted.

             2.2 DUE  AUTHORIZATION.  All  corporate  action  on the part of the
Company's directors and shareholders necessary for the authorization, execution,
delivery of, and the  performance  of all  obligations  of the Company under the
Note and the Note when  executed and  delivered,  will  constitute,  a valid and
legally  binding  obligation of the Company,  enforceable in accordance with its
terms,  except  as may be  limited  by (i)  applicable  bankruptcy,  insolvency,
reorganization or other laws of general application relating to or affecting the
enforcement of creditor's  rights  generally and (ii) the effect of rules of law
governing the availability of equitable remedies.

             2.3 NONCONTRAVENTION. Neither the execution and the delivery of the
Note, nor the consummation of the transactions  contemplated hereby nor the sale
and issuance of the Shares,  will (a) violate any injunction,  judgment,  order,
decree,  ruling,  charge, or other  restriction of any government,  governmental
agency,  or court to which  the  Company  is  subject  or any  provision  of its
Certificate of Incorporation or Bylaws, as amended, or (b) conflict with, result
in a breach of,  constitute  a default  under,  result in the  acceleration  of,
create in any party the right to accelerate,  terminate,  modify, or cancel, any
agreement,  contract, lease, license,  instrument, or other arrangement to which
the  Company is a party or by which it is bound or to which any of its assets is
subject.

             2.4  CORPORATE  POWER.  The  Company  has the  corporate  power and
authority  to  execute  and  deliver  this  Note  to  be purchased by the Holder

                                       2

<PAGE>

hereunder, to issue the Note and to carry out  and  perform  all its obligations
under the Note as well as to issue the Shares.

             2.5 VALID ISSUANCE.

                 (a) The Note and the Shares, when issued, sold and delivered in
accordance  with the  terms  of this  Note for the  consideration  provided  for
herein, will be duly and validly issued, fully paid and nonassessable.

                 (b) Based in part on the representations  made by the Holder in
Section (b) hereof,  the offer and sale of the Note and the Shares solely to the
Holder in accordance with the terms herein are exempt from the  registration and
prospectus delivery  requirements of the U.S. Securities Act of 1933, as amended
(the "1933 ACT") and the securities registration and qualification  requirements
of the currently  effective  provisions of the securities  laws of the states in
which the Holder is a resident based upon the address set forth herein.

                 (c)  REPRESENTATIONS,  WARRANTIES  AND  CERTAIN  AGREEMENTS  OF
HOLDER.  Holder hereby represents and warrants to, and agrees with, the Company,
that:

             2.6  AUTHORIZATION.  This Note  constitutes such Holder's valid and
legally binding  obligation,  enforceable in accordance with its terms except as
may be limited by (i) applicable bankruptcy, insolvency, reorganization or other
laws  of  general  application  relating  to or  affecting  the  enforcement  of
creditors'  rights  generally  and (ii) the effect of rules of law governing the
availability of equitable remedies.  Holder represents that such Holder has full
power and authority to enter into this Note.

             2.7   PURCHASE   FOR  OWN   ACCOUNT.   The  Note  and  the   Shares
(collectively,  the  "SECURITIES")  will be  acquired  for  investment  for such
Holder's  own  account,  not as a nominee  or agent,  and not with a view to the
public resale or  distribution  thereof  within the meaning of the 1933 Act, and
such Holder has no present intention of selling,  granting any participation in,
or otherwise distributing the same.

             2.8 DISCLOSURE OF INFORMATION.  Such Holder has received or has had
full access to all the information it considers necessary or appropriate to make
an informed  investment  decision  with respect to the  Securities.  Such Holder
further has had an  opportunity  to ask questions  and receive  answers from the
Company regarding the terms and conditions of the offering of the Securities and
to obtain  additional  information  (to the extent the  Company  possessed  such
information  or  could  acquire  it  without  unreasonable  effort  or  expense)
necessary  to verify any  information  furnished to such Holder or to which such
Holder had access. The foregoing,  however,  does not in any way limit or modify
the representations and warranties made by the Company in Section 2.

             2.9  INVESTMENT  EXPERIENCE.   Such  Holder  understands  that  the
purchase  of the  Securities  involves  substantial  risk.  Such  Holder (i) has
experience as an investor in securities of companies in the development stage

                                       3
<PAGE>

and acknowledges that  such  Holder  is  able  to  fend for itself, can bear the
economic  risk  of  such  Holder's  investment in the Securities  and  has  such
knowledge and experience in financial  or  business  matters that such Holder is
capable of evaluating the merits and risks of this investment  in the Securities
and protecting its own interests in connection with this investment  and/or (ii)
has a preexisting personal or business relationship with the Company and certain
of its officers, directors or controlling persons of a nature and duration  that
enables  such Holder to be aware of the character, business acumen and financial
circumstances of such persons.

             2.10  ACCREDITED  INVESTOR  STATUS.  Such Holder is an  "accredited
investor" within the meaning of Regulation D promulgated  under the 1933 Act and
is able to bear the economic risk of holdings the  Securities  for an indefinite
period.

       3. NO RIGHTS OR LIABILITIES AS STOCKHOLDER.  This Note does not by itself
entitle the Holder to any voting rights or other rights as a stockholder  of the
Company.  No provisions of this Note, and no enumeration herein of the rights or
privileges  of the  Holder,  shall cause the Holder to be a  stockholder  of the
Company  for any  purpose,  other than the  issuance  to Holder of the Shares as
contemplated hereunder.

       4. NO IMPAIRMENT.  The Company will not, by amendment of its  Certificate
of Incorporation or Bylaws, or through  reorganization,  consolidation,  merger,
dissolution,  issue or sale of securities, sale of assets or any other voluntary
action, willfully avoid or seek to avoid the observance or performance of any of
the  terms of this  Note,  but will at all  times in good  faith  assist  in the
carrying  out of all such terms and in the  taking of all such  action as may be
necessary or appropriate in order to protect the rights of the Holder under this
Note against wrongful impairment.

       5. EVENTS OF DEFAULT.  Each of the following events or occurrences  shall
constitute an "Event of Default".

                 (a) NON-PAYMENT OF  OBLIGATIONS.  (i) the Company shall default
in the payment of any  principal of the Note when due, or (ii) the Company shall
default (and such default shall  continue  unremedied  for a period of three (3)
business  days after demand for payment) in the payment when due of any interest
amount on the Note.

                 (b) BREACH OF WARRANTY.  Any  representation or warranty of the
Company made or deemed to be made  hereunder in connection  with this Note is or
shall be incorrect when made in any material respect.

                 (c) The  Company  shall fail to  observe  or perform  any other
covenant,  agreement or warranty contained in, or otherwise commits any material
breach of any of this Note.

                 (d)  The  Company  or  any  of its  active  subsidiaries  shall
commence,  or there  shall be  commenced  against the Company or any such active
subsidiary a case under any applicable  bankruptcy or insolvency  laws as now or
hereafter in effect or any successor thereto, or the Company commences any other
proceeding under any reorganization,  arrangement, adjustment of debt, relief of
debtors,   dissolution,   insolvency  or  liquidation  or  similar  law  of  any

                                       4

<PAGE>

jurisdiction  whether now or hereafter in effect  relating to the Company or any
active  subsidiary  thereof or there is  commenced  against  the  Company or any
active  subsidiary  thereof any such bankruptcy,  insolvency or other proceeding
which remains  undismissed for a period of 60 days; or the Company or any active
subsidiary thereof is adjudicated  insolvent or bankrupt; or any order of relief
or other order approving any such case or proceeding is entered;  or the Company
or any active subsidiary thereof suffers any appointment of any custodian or the
like for it or any substantial part of its property which continues undischarged
or unstayed  for a period of 60 days;  or the  Company or any active  subsidiary
thereof makes a general assignment for the benefit of creditors;  or the Company
shall fail to pay,  or shall  state that it is unable to pay, or shall be unable
to pay,  its debts  generally  as they  become due; or the Company or any active
subsidiary  thereof  shall  call a  meeting  of  its  creditors  with a view  to
arranging  a  composition,  adjustment  or  restructuring  of its debts;  or the
Company  or any  active  subsidiary  thereof  shall by any act or failure to act
expressly  indicate its consent to,  approval of or  acquiescence  in any of the
foregoing;  or any  corporate  or other  action is taken by the  Company  or any
active subsidiary thereof for the purpose of effecting any of the foregoing;

                 (e) If any  judgment  (to the extent not covered by  insurance)
and/or  arbitration  award  (singly or in the aggregate  outstanding  at any one
time) in excess of Ten Thousand Dollars  ($10,000) shall be rendered against the
Company  and is not stayed or  discharged  within  thirty  (30) days of the date
thereof, or any stay with respect thereto shall lapse and such judgment or award
is not discharged and such stay is not reinstated within thirty (30) days.

       Immediately  upon the  occurrence  of an Event of  Default,  at  Lender's
option, (i) the Maturity Date shall be deemed to have occurred automatically and
(ii) the entire principal amount of this Debenture then  outstanding,  all other
amounts payable by the Company hereunder shall  automatically  become and be due
and payable, without presentment, demand, protest or any notice of any kind, all
of which are hereby  expressly  waived by the  Company,  anything  herein to the
contrary notwithstanding.

       6.  PREPAYMENT.  The Company may at any time,  without  penalty,  upon at
least five (5) days' advance written notice to the Holder, prepay in whole or in
part the unpaid  balance of this Note. All payments will first be applied to the
repayment of accrued fees and expenses,  then to accrued interest until all then
outstanding  accrued  interest  has been paid,  and then shall be applied to the
repayment of principal.

       7.  WAIVERS.  The Company  and all  endorsers  of this Note hereby  waive
notice, presentment, protest and notice of dishonor.

       8.  ATTORNEYS'  FEES.  In the event any party is  required  to engage the
services  of any  attorneys  for the  purpose of  enforcing  this  Note,  or any
provision  thereof,  the  prevailing  party  shall be  entitled  to recover  its
reasonable expenses and costs in enforcing this Note, including attorneys' fees.

                                       5

<PAGE>

       9. TRANSFER.  This Note may be assigned by Lender in its sole  discretion
upon written notice to the Company,  so long as Lender  complies with applicable
securities laws and  regulations.  The rights and obligations of the Company and
the Holder  under this Note shall be binding upon and benefit  their  respective
permitted  successors,  assigns,  heirs,  administrators  and  transferees.  The
Company may not assign this Note.

       10. GOVERNING LAW. This Note shall be governed by and construed under the
internal  laws of the State of Georgia as applied to  agreements  among  Georgia
residents  entered into and to be performed  entirely  within  Georgia,  without
reference to principles of conflict of laws or choice of laws.

       11.  HEADINGS.  The headings and captions used in this Note are used only
for convenience and are not to be considered in construing or interpreting  this
Note.  All  references  in this Note to  sections  and  exhibits  shall,  unless
otherwise  provided,  refer to sections hereof and exhibits attached hereto, all
of which exhibits are incorporated herein by this reference.

       12.  NOTICES.  All  notices  required  or  permitted  hereunder,   to  be
effective,  shall be in writing and shall be deemed  effectively given: (a) upon
personal delivery to the party to be notified,  (b) when sent by confirmed telex
or facsimile if sent during normal business hours of the recipient, if not, then
on the next business day, (c) five (5) days after having been sent by registered
or certified mail,  return receipt  requested,  postage prepaid,  or (d) one (1)
business  day after  deposit  with a nationally  recognized  overnight  courier,
specifying  next  day  delivery,  with  written  verification  of  receipt.  All
communications shall be sent to the addresses provided as follows:

                  If to the The Company:

                        Black Nickel Acquisition Corp II
                        300 Colonial Center Parkway, Suite 260
                        Roswell Georgia 30076
                        Attention: Paul T. Mannion, Jr. President
                  If to the Lender:

                        Robert Prag
                        2455 El Amigo Road
                        Del Mar, CA 92014

       13. AMENDMENTS AND WAIVERS. Any term of this Note may be amended, and the
observance  of any term of this Note may be  waived  (either  generally  or in a
particular  instance and either  retroactively or  prospectively)  only with the
written consent of the Company and the Holder.  Any amendment or waiver effected
in accordance  with this Section  shall be binding upon the Holder,  each future
holder of such securities, and the Company. This is the entire agreement between
the parties with respect to the subject matter hereof.

                                       6
<PAGE>

       14.  SEVERABILITY.  If one or more provisions of this Note are held to be
unenforceable  under  applicable law, such  provision(s)  shall be excluded from
this  Note  and  the  balance  of the  Note  shall  be  interpreted  as if  such
provision(s)  were so excluded and shall be enforceable  in accordance  with its
terms.


       IN WITNESS WHEREOF,  the Company has executed and delivered this Note as
 a sealed instrument as of the day and year first written above.

                                     BLACK NICKEL ACQUISITION CORP II



                                     BY:  /s/ Paul T. Mannion, Jr., President
                                          --------------------------------------
                                              Paul T. Mannion, Jr., President

AGREED AND ACKNOWLEDGED


ROBERT PRAG (THE HOLDER)
------------------------

By:  /s/ Robert Prag
   --------------------

Name:  Robert Prag
     ------------------

                                       7