THIS
      PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, AND MAY NOT BE SOLD, TRANSFERRED ASSIGNED OR HYPOTHECATED UNLESS THERE
      IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES,
      THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY
      RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE
      COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
      FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
      ACT.




PROMISSORY
      NOTE





$500,000
            
            August
                1, 2006Maturity
                Date:  January 31, 2009





Matrixx
      Resource Holdings, Inc., a Delaware corporation (the “Company”), for value
      received, hereby promises to pay to the order of Kuma Holdings LTD, a British
      Columbia, Canada corporation (the “Holder”), pursuant to the terms and
      conditions herein and on or before January 31, 2009, the principal sum of Five
      Hundred Thousand Dollars ($500,000 U.S. Funds), with 10% annual interest as
      provided below:





1. 
                 Payment.





1.1           Payment.
      The principal hereof and all accrued interest thereon shall be due and payable
      on as scheduled in Section 1.2 hereof (the “Maturity Date”).  The
      Company hereunder shall make payments to the Holder, at the address provided
      to
      the Company by the Holder in writing, in lawful money of the United States
      of
      America.  The note shall bear 10% annual interest.





1.2           Payments.  The
      Company hereby agrees to make the following payments to the Holder under this
      Note:





(a)           $500,000
      on or before January 31, 2009 plus accrued interest.





(b)           $50,000
      of Restricted shares of Matrixx common stock to be issued and valued the date
      the full amount of the note has been received by the Company.  Once
      issued and recorded on the books of the Company, shares will be fully vested
      and
      shareholder shall have all rights as provided for to all
      shareholders.





1.3           Prepayment.
      The Company shall have the right to prepay, in whole or in part, the principal
      outstanding hereunder and/or any interest accrued thereon, without premium
      or
      penalty.





1.4           Prior
      Loans.  The Company and Note Holder acknowledge and agree that the
      Note Holder made direct payments to vendors on behalf of the Company prior
      to
      the execution of this definitive agreement.  The Company and Note
      Holder agree that payments made on behalf of the Company will be encompassed
      by
      this Note.  Payments made as part of this loan are listed
      below:





7/11/2006
            $25,000
            Direct
                payment towards the Hazard Note7/21/2006
            $1,395.60
            Direct
                payment to CCN Matthews7/28/2006
            $625.33
            Direct
                payment to CCN Matthews





2. 
                 Default.





2.1           Events
      of Default. The occurrence of any one or more of the following events shall
      constitute an “Event of Default” hereunder:





(a)           Any
      failure by the Company to pay any amount due and payable in accordance with
      the
      terms in paragraph 1.2 hereof, which default is not cured within thirty (30)
      days following the issuance of notice thereof from the Holder, then the entire
      remaining balance plus accrued interest shall becomes immediately due and
      payable. If that payment is not made within 30 days, the colateral, described
      in
      Exhibit “A” and attached hereto, revert to the Holder.





(b)           The  Company
      (i) has an order for relief entered against it under the federal Bankruptcy
      Code, (ii) makes an assignment for the benefit of its creditors, (iii) applies
      for or seeks the appointment a receiver, liquidator, assignee, trustee or other
      similar official for it or for any substantial part of its property or any
      such
      official is appointed, other than upon Company’s request, (iv) institutes
      proceedings seeking an order for relief under the federal Bankruptcy Code or
      seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
      winding up, liquidation, reorganization, arrangement, adjustment or composition
      of it or any of its debts under other applicable federal or state law relating
      to creditor rights and remedies, or any such proceeding is filed against it,
      other than upon the Company’s request, and such unrequested proceeding continues
      undismissed or unstayed for thirty (30) days, or (v) takes corporate action
      in
      furtherance of any of the foregoing actions.





2.2           Waivers.





(a)           The
      Company waives demand, presentment, protest, notice of protest, notice of
      dishonor, and all other notices or demands of any kind or nature with respect
      to
      this Note other than the initial demand for payment.





(b)           The
      Company agrees that a waiver of rights under this Note shall not be deemed
      to be
      made by Holder unless such waiver shall be in writing, duly signed by Holder,
      and each such waiver, if any, shall apply only with respect to the specific
      instance involved and shall in no way impair the rights of Holder or the
      obligations of the Company in any other respect at any other time.





(c)           The
      Company agrees that in the event Holder demands or accepts partial payment
      of
      this Note, such demand or acceptance shall not be deemed to constitute a waiver
      of any right to demand the entire unpaid balance of this Note at any time in
      accordance with the terms of this Note.


2


2.3           Equitable
      Remedies. The Company stipulates that the Holder’s remedies at law in the
      event of any default or threatened default by the Company in the performance
      of
      or compliance with any of the terms of this Note are not and will not be
      adequate to compensate the Holder to the extent permitted by law and that such
      terms may be specifically enforced by a decree for the specific performance
      of
      any agreement contained herein or by an injunction against a violation of any
      of
      the terms hereof or otherwise.





2.4           Waiver;
      Cumulative Remedies.  No course of dealing or any delay or failure
      to exercise any right hereunder on the Holder’s part shall operate as a waiver
      of such right or otherwise prejudice the Holder’s rights, powers or remedies. No
      single or partial waiver by the Holder of any provision of this Note or of
      any
      breach or default hereunder or of any right or remedy shall operate as a waiver
      of any other provision, breach, default right or remedy or of the same
      provision, breach, default, right or remedy on a future occasion. The Holder’s
      rights and remedies are cumulative and are in addition to all rights and
      remedies which the Holder may have in law or in equity or by statute or
      otherwise.





2.5           Fees
      and Costs.  The Company shall pay all reasonable attorneys’ fees
      and court costs incurred by the Holder in enforcing and collecting this Note
      as
      a result of an Event of Default.





3. 
                 Representations
      and Warranties of Holder.  In connection with this Note, Holder
      represents to the Company the following:





(a)           Sophistication.  Holder
      has (i) a pre-existing personal or business relationship with the Company
      or one or more of its officers, directors, or control persons; or (ii) by
      reason of Holder's business or financial experience, or by reason of the
      business or financial experience of Holder's financial advisor who is
      unaffiliated with and who is not compensated, directly or indirectly, by the
      Company or any affiliate or selling agent of the Company, Holder is capable
      of
      evaluating the risks and merits of this investment and of protecting Holder's
      own interests in connection with this investment.





(b)           Investment
      Intent.  Holder is purchasing this Note for Holder’s own account
      for investment in a mining property.  The entire legal and beneficial
      interest of this Note and the shares issued subject to the terms of this note
      is
      being purchased, and will be held, for Holder’s account.  The Company
      represents and warrants that it has provided the Consultant access to all
      information available to the Company concerning its condition, financial and
      otherwise, its management, its business and its prospects.  The
      Company represents that it has provided the Consultant with all copies of the
      Company’s filings for the prior twelve (12) months made under the rules and
      regulations promulgated under the Securities Act of 1933, as amended (the
“Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      if any (the “Disclosure Documents”).  The Note Holder acknowledges
      that the acquisition of securities to be issued to Note Holder involves a high
      degree of risk.  The Note Holder represents that it has been afforded
      the opportunity to discuss the Company with its management.  The
      Company represents that it has and will continue to provide the Note Holder
      with
      any information or documentation necessary to verify the accuracy of the
      information contained in the Disclosure Documents, and will promptly notify
      Note
      Holder upon the filing of any registration statement or other periodic reporting
      documents filed pursuant to the Act or the Exchange Act.  The shares
      to be issued under the terms and conditions of this note will be issued subject
      to the exemption 4(2) of the “Act”


3


(c)           Economic
      Risk.  Holder realizes that the Note is a highly speculative
      investment and involves a high degree of risk.  Holder is able,
      without impairing Holder's financial condition, to hold this Note and to suffer
      a complete loss of Holder's investment.





(d)           Restrictions
      on Transfer.  Holder understands that no public market for the
      Note exists.





4. 
                 Amendments.  This
      Note may not be amended or modified, nor may any of its terms be waived, except
      by written instruments signed by the Company and the Holder and then only to
      the
      extent set forth therein.




5. 
                Severability.  If
      any provision of this Note is determined to be invalid, illegal or
      unenforceable, in whole or in part, the validity, legality and enforceability
      of
      any of the remaining provisions or portions of this Note shall not in any way
      be
      affected or impaired thereby.





6. 
                 Binding
      Effect.  This Note shall be binding upon, and shall inure to the
      benefit of, the Company and the Holder and their respective successors and
      assigns.





7. 
                 Notices.  Any
      notice required by any provision of this Note to be given to the Holder shall
      be
      in writing and may be delivered by (i) personal service, (ii) facsimile, (iii)
      sent by registered or certified mail, return receipt requested, with postage
      thereon fully prepaid, or (iv) by a reputable overnight courier service. All
      such communications shall be addressed to the Holder at its address appearing
      on
      the books of the Company.





8. 
                 Replacement.  Upon
      the Company’s receipt of reasonably satisfactory evidence of the loss, theft,
      destruction or mutilation of this Note and (i) in the case of any such loss,
      theft or destruction, upon delivery of indemnity reasonably satisfactory to
      the
      Company in form and amount, or (ii) in the case of any such mutilation, upon
      surrender of this Note for cancellation, the Company, at its expense, shall
      execute and deliver, in lieu thereof, a new Note.





9. 
                 No Rights
      as Shareholder.  This Note, as such, shall not entitle the Holder
      to any rights as a shareholder of the Company, except as otherwise specified
      herein.





10.           Headings
      and Governing Law.  The descriptive headings in this Note are
      inserted for convenience only and do not constitute a part of this Note. The
      validity, meaning and effect of this Note shall be determined in accordance
      with
      the laws of the State of California, without regard to principles of conflicts
      of law.


4


IN
      WITNESS WHEREOF, the Company has duly caused this Note to be signed in its
      name
      and on its behalf by its duly authorized officer as of the date herein above
      written.











Matrixx
                Resource Holdings, Inc.By:Its:








Kuma
                Holdings LTDBy:Its: