DEMAND
        PROMISSORY NOTE

      


      
        	$9,000.00	
                January
                  31, 2008

              


      

      


      FOR
        VALUE
        RECEIVED, Shared 1, Inc., a corporation organized and existing under the
        laws of
        State of Nevada, with offices at 2670 Pintail Drive, Sumter, SC 29150 (the
        “Company”), promises to pay to the order of Shared Opportunities, LLC, a limited
        liability corporation having an address at 2670 Pintail Drive, Sumter, SC
        29150
        (the "Holder"), the principal amount of NINE THOUSAND Dollars ($9,000.00,
        together with interest incurred thereon at the rate of eight percent (8%)
        per
        annum. The entire unpaid principal and accrued interest thereon shall be
        immediately due and payable on demand by the Holder. Interest payable hereunder
        shall be calculated for actual days elapsed on the basis of a 360-day year.
        Any
        payments of amounts due hereunder shall be in such currency of the United
        States
        at the time of payment as shall be legal tender for the payment of public
        or
        private debts. 

      


      This
        Note
        shall be paid without deduction by reason of any set-off, defense or
        counterclaim of the Company. This Note may be repaid in whole or in part
        by the
        Company without penalty or premium at any time and from time to time. All
        payments received by the Holder hereunder will be applied first to costs
        of
        collection and fees, if any, then to interest, and the balance to principal.
        

      


      All
        payments shall be made at the address for the Holder set forth above, or
        at such
        other place as the Holder hereof may from time to time designate in writing.
        

      


      The
        undersigned waives presentment for payment, demand, protest and notice of
        protest and of non-payment.

      


      Any
        and
        all notices, requests, consents and demands required or permitted to be given
        hereunder shall be in writing, delivered to the addresses stated above. Either
        party may change by notice the address to which notices to it are to be
        addressed.

      


      Notwithstanding
        any other provision of this Note, interest under this Note shall not exceed
        the
        maximum rate permitted by law; and if any amount is paid under this Note
        as
        interest in excess of such maximum rate, then the amount so paid will not
        constitute interest but will constitute a prepayment on account of the principal
        amount of this Note.

      


      The
        Company agrees to pay on demand all expenses of collecting and enforcing
        this
        Note and any guarantee or collateral securing this Note, including, without
        limitation, expenses and fees of legal counsel, court costs and the cost
        of
        appellate proceedings.

      


      The
        failure or delay by the Holder in exercising any of its rights hereunder
        in any
        instance shall not constitute a waiver thereof in that or any other instance.
        The Holder may not waive any of its rights except by an instrument in writing
        signed by the Holder.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      This
        Note
        shall be construed and enforced in accordance with, and the rights of the
        parties shall be governed by, the laws of the State of Nevada, without giving
        effect to the conflict of law provisions thereof.

      


      This
        Note
        may not be assigned, transferred or otherwise negotiated by the Holder without
        the prior written consent of the Company. 

      


      This
        Note
        may not be amended without the written approval of the Holder.

      


      IN
        WITNESS WHEREOF, the Company has caused this Note to be signed on the date
        first
        set forth above.

      


      
        	
                SHARED
                  1, INC.

              	 
	 	 	 
	
                By:

              	
                /s/
                  Marc Flaherty

              	 
	
                Print
                  Name: Marc Flaherty

              	 
	
                Title:
                  President