SECOND AMENDMENT TO ESCROW AGREEMENT
SECOND AMENDMENT TO ESCROW AGREEMENT (the “ Second Amendment
Agreement ”) dated as of April __, 2010, by and between Willing Holding, Inc., a Florida corporation (“
WHDX ”), 11i Solutions, Inc. a Georgia corporation (“ 11i ”) and Schneider Weinberger & Beilly LLP, a
Florida limited liability partnership (the “ Escrow Agent ”).
W I T N E S S E T H
WHEREAS, WHDX, 11i and the Escrow Agent are parties to an Escrow Agreement dated March 26,
2010 and an Amendment to Escrow Agreement dated April 2, 2010 (collectively the “ Escrow Agreement ”);
WHEREAS , the Escrow Agreement provides among other things, that 11i shall deposit with the
Escrow Agent (“ 11i’s Escrow Property ”) funds which in the aggregate are equal to Two Hundred Twenty-
Five Thousand Dollars ($225,000.00), in installments as follows: $75,000 (“ First Installment ”) by April 21,
2010; $75,000 (“ Second Installment ”) within sixty (60) days of the execution of the Escrow Agreement, or
ninety (90) days of the execution of the Escrow Agreement in the event WHDX delivers to the Escrow Agent
prior to the sixtieth day written notice that the Second Installment payment date has been extended (“ Extended
”) to ninety (90) days from the execution of this Escrow Agreement; and $75,000 within ninety (90) days of the
execution of the Escrow Agreement (“ Third Installment ”).
WHEREAS , WHDX and 11i desire to amend certain terms and conditions of the Escrow Agreement
as provided for in this Second Amendment Agreement.
NOW, THEREFORE , in consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
1. The foregoing recitals are true and correct and are incorporated herein by such reference.
2. The Escrow Agreement is hereby amended as follows:
(a) the date 11i shall deliver the First Installment is extended from “by Apr