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 II







$250,000
            January
                1, 2007Maturity
                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 Two
      Hundred Fifty Thousand Dollars ($250,000 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)  $250,000
      on or before January 31, 2009 plus accrued interest.





(b)  $25,000
      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.







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.





2.3  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”








(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.





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.
              
              Kuma Holdings LTDBy:
              
              By:Its:
              
              Its: