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

$ 16,000                                        Made as of March 5, 2007
                                                Maturity Date September 5, 2007


      For value received, the undersigned, BLACK, NICKEL ACQUISITION CORP II, a
      Georgia corporation (the "COMPANY"), hereby promises to pay to the order
      of PEF Advisors, LLC (the "LENDER"), or its registered assigns, at the
      offices of the Company located at 300 Colonial Center Parkway, Suite 260,
      Roswell Georgia, 30076, or at such other place as may be designated from
      time to time in writing by the Lender, the principal sum of SIXTEEN
      THOUSAND DOLLARS ($16,000), 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 for the sale and issuance of the Shares has been taken or will be taken
prior to the Closing, 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
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

<PAGE>

             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
and acknowledges that  such  Holder  is  able  to  fend for itself, can bear the

                                       3

<PAGE>

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
Delaware residents entered into  and  to  be performed entirely within Delaware,
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:

                        PEF Advisors
                        Attn:  Andy Reckles
                        300 Colonial Center Parkway
                        Roswell Georgia 30076



       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


THE HOLDER
----------


By:  Andrew S. Reckles




Signature:   /s/ Andrew S. Reckles
             ---------------------


                                       7