THIS
      NOTE
      HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED
      UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
      APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD OR OTHERWISE
      TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR UPON
      RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED
      TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND
      ANY
      APPLICABLE STATE SECURITIES LAWS.


.


THIS
      NOTE
      IS SUBJECT TO THE TERMS AND PROVISIONS OF A SECURITIES PURCHASE AGREEMENT,
      AS
      AMENDED FROM TIME TO TIME, AMONG ROOMLINX, INC. AND THE SIGNATORIES THERETO
      AND
      IS ENTITLED TO THE BENEFITS THEREOF.





**ROOMLINX,
      INC.**





**10%
      NOTE**








**Broomfield,
      CO**


**July
      14, 2006**


**Up
      to $25,000.00**





**SECTION
      1.**  **General** .
      For
      value received, RoomLinX, Inc., a Nevada corporation (the “ **Payor** ”),
      hereby promises to pay Peter Bordes or assigns (the “ **Payee** ”)
      on the
      earlier of three hundred and sixty-five days from the date hereof or (ii) the
      date on which Payor’s Board of Directors determines that Payor has consummated a
      business combination pursuant to which ultimate control of Payor has changed
      (the “ **Maturity
      Date** ”),
      the
      principal amount of One Million Dollars ($ 1, 000,000.00).
      The Payor shall pay interest on the unpaid balance of the principal amount
      of
      this Note at the rate of ten percent (10%) per annum from the date of each
      Borrowing hereof, such interest to be payable as of the Maturity Date. Upon
      the
      occurrence of an Event of Default, the Payee may elect to impose a default
      interest rate of eighteen percent (18%) per annum (the "Default Interest Rate")
      by giving written notice of such election to the Payor, and the Default Interest
      Rate shall continue to be the interest rate on this Note until the Event of
      Default has been remedied or properly waived by the Payee and no other Event
      of
      Default is continuing unremedied or unwaived and provided that the Note has
      not
      been accelerated.





The
      Interest Rate and the Default Interest Rate (as applicable)] shall be computed
      on the basis of a 36 5 -day
      year
      and the actual number of days elapsed and shall be computed on the cumulative
      Borrowings as of the date of each Borrowings.








The
      principal of, and interest on, this Note shall be payable by wire transfer
      of
      immediately available funds to the account of the Payee or by certified or
      official bank check payable to the Payee, mailed to the Payee at the address
      of
      the Payee as set forth on the records of the Payor or such other address as
      shall be designated in writing by the Payee to the Payor. This Note is being
      issued pursuant to the Securities Purchase Agreement dated as of July 14, 2006
      (the “ **Purchase
      Agreement** ”),
      between the Payor and the Payee, as amended from time to time. Capitalized
      terms
      used and not otherwise defined herein have the meanings ascribed thereto in
      the
      Purchase Agreement.





**SECTION
      2.** **Borrowings** .Borrowings
      shall be
      defined as monies incrementally loaned up to a cumulative maximum of $25,000.00
      by Payee to Payor for payment of invoices for the 3 rd Quarter
      2005 Review and the 2005 Annual Audit, both performed by Stark Winter Schenkein
      & Co., LLP. Invoices for these services will be delivered by Payor to Payee
      as received and will result in the funding of a Borrowing within Five (5)
      business days. Cumulatively, the Borrowings will be known as the Note. Such
      Borrowings will be evidenced by the completion of the **ADDENDUM
      TO ROOMLINX 10 % NOTE DATED JULY 14, 2006, REQUEST FOR BORROWING** as
      per
      Exhibit A and the issuance of monies in accordance with this Note.





**SECTION
      3.** **Prepayment** .
      This
      Note may be prepaid in whole or in part prior to the Maturity Date.





**SECTION
      4.** **Defaults** .
      In case
      of the happening of any Event of Default described in the Purchase Agreement,
      then the indebtedness evidenced by this Note shall become due and payable to
      the
      extent provided in the Purchase Agreement.





**SECTION
      5.** **Defenses** .
      The
      Obligations of the Payor under this Note shall not be subject to reduction,
      limitation, impairment, termination, defense, set-off, counterclaim or
      recoupment for any reason.





**SECTION
      6.** **Extension
      of Maturity** .
      Should
      the principal of or interest on this Note become due and payable on other than
      a
      business day, the Maturity Date thereof shall be extended to the next succeeding
      business day, and, in the case of principal, interest shall be payable thereon
      at the rate per annum herein specified during such extension. A “ **business
      day** ”
shall
      mean any day that is not a Saturday, Sunday, or legal holiday in the State
      of
      Colorado.





**SECTION
      7.** **Waivers** .
      The
      Payor hereby waives presentment, demand for payment, notice of dishonor, notice
      of protest and all other notices or demands in connection with the delivery,
      acceptance, performance or default of this Note. No delay by the Payee in
      exercising any power or right hereunder shall operate as a waiver of any power
      or right, nor shall any single or partial exercise of any power or right
      preclude other or further exercise thereof, or the exercise thereof, or the
      exercise of any other power or right hereunder or otherwise; and no waiver
      whatsoever or modification of the terms hereof shall be valid unless set forth
      in writing by the Payee and then only to the extent set forth
      therein.


-2-




**SECTION
      8.** **Amendments** .
      No
      provision of this Note may be amended or waived except with the consent of
      the
      Payor and the Payee.





**SECTION
      9.** **Governing
      Law** .
      This
      Note is made and delivered in, and shall be governed by and construed in
      accordance with the laws of, the State of Colorado (without giving effect to
      principles of conflicts of laws of the State of Colorado or any other
      state).





**SECTION 10.** **Notices** .
      The
      notice provisions of the Purchase Agreement are expressly incorporated into
      this
      Note.





**IN
      WITNESS WHEREOF** ,
      the
      Payor has caused this Note to be duly executed by its duly authorized officer
      as
      of the date first written above.


**ROOMLINX,
                      INC.**By:
                  /s/
                      Michael S. WasikName:
                  Michael
                      S. WasikTitle:
                  Chief
                      Executive
                      Officer


-3-


**EXHIBIT
      A**





**ADDENDUM
      TO ROOMLINX 10 % NOTE DATED JULY __, 2006**





**REQUEST
      FOR BORROWING**








Per
      the
      terms of Section 2 of the above referenced Note, ROOMLINX requests the issuance
      of funds for payment of invoices for the 3 rd Quarter
      2005 Review and the 2005 Annual Audit, both performed by Stark Winter Schenkein
      & Co., LLP. Said invoice(s) are listed below and attached to this Request
      For Borrowing.





Current
      Request For Borrowing:





Invoice
                #
            
            Invoice
                Date
            
            AmountWWWW
            
            MM/DD/YY
            
            $
                X,XXX .XXWWWW
            
            MM/DD/YY
            
            $
                X,XXX .XXTotal
                This Borrowing
            
            $
                Y,YYY.YYPrevious
                Borrowings:Borrowing
                #
            
            Invoice
                Date
            
            Amount1
            
            MM/DD/YY
            
            $
                Y,YYY.YY2
            
            MM/DD/YY
            
            $
                Y,YYY.YYCumulative
                Borrowings
            
            $
                Z,ZZZ.ZZ





**IN
      WITNESS WHEREOF** ,
      the
      Payor has duly executed the Request For Borrowing and the Payee acknowledges
      said request. This Borrowing will be effective upon the receipt of monies in
      compliance with the Note.




ROOMLINX,
                  INC.(PAYOR)By:Name:
              Michael
                  WasikTitle:
              Chief
                  Executive OfficerBy:Name:
              Peter
                  Bordes(PAYEE)






-4-