THESE
SECURITIES ARE NOT REGISTERED UNDER STATE OR FEDERAL SECURITIES LAWS, AND MAY
NOT BE OFFERED, OR SOLD, PLEDGED (EXCEPT A PLEDGE PURSUANT TO THE TERMS OF WHICH
ANY OFFER OR SALE UPON FORECLOSURE WOULD BE MADE IN A MANNER THAT WOULD NOT
VIOLATE THE REGISTRATION PROVISIONS OF FEDERAL OR STATE SECURITIES LAWS) OR
OTHERWISE DISTRIBUTED FOR VALUE, NOR MAY THESE SECURITIES BE TRANSFERRED ON THE
BOOKS OF THE COMPANY, WITHOUT OPINION OF COUNSEL, CONCURRED IN BY COUNSEL FOR
THE COMPANY, THAT NO VIOLATION OF SAID REGISTRATION PROVISIONS WOULD RESULT
THEREFROM.

     

    SECOND AMENDED AND
RESTATED

    CONVERTIBLE PROMISSORY
NOTE

     

    
      	
              $1,100,000.00

            	
              February
      5, 2010

            
	 
      	
              New
      York, New York

            


    

    


    This
Second Amended and Restated Convertible Promissory Note (this “Note”) amends and
restates in its entirety the Convertible Promissory Note dated May 13, 2009 (as
amended on December 30, 2009, the “Original Note”),
issued by XShares Group, Inc., a Delaware corporation (the “Company”), made
payable to the order of MGT Capital Investments, Inc. (the “Holder”) in the
original principal amount of $1,100,000.00.  This Note is being
amended in conjunction with the amendment and restatement of that certain
Convertible Promissory Note dated August 7, 2009 (as amended on December 30,
2009, the “August
Note”), for the purpose of extending the maturity date of each such
note.  In consideration of amendment such notes, the Company and the
Holder acknowledge and agree that the conversion price of the Series B Preferred
Stock on and after the date of this Note is hereby automatically adjusted to
provide that the number of shares of Common Stock issued upon conversion
of the Series B Preferred Stock (issued
upon full conversion of this Note and the
August
Note) shall equal (50%) percent of the Corporation’s outstanding
capital stock (including issued derivative
securities, as measured after the issuance thereof).  The
Company and Holder specifically intend this adjustment to the conversion ratio
to survive the conversion of this Note.

     

    For value
received, the Company promises to pay to the Holder, the principal sum of One
Million One Hundred Thousand Dollars
($1,100,000.00). Interest shall accrue from
the date of the Original Note on the unpaid principal amount at a rate equal to
ten percent (10%) per annum, compounded annually.  The Original Note was
made in conjunction with the execution of that certain Securities Purchase
Agreement dated May 13, 2009 (the “Purchase
Agreement”).  This Note is subject to the terms and conditions
of the Purchase Agreement, as amended to date, and as set forth
below:

     

    1.     
      Maturity.

     

    (a)           Unless
converted as provided in Section 2, this Note will automatically mature and be
due and payable on April 30, 2010 (the “Maturity
Date”).  Subject to Sections
1(b) and 2 below, interest shall
accrue on this Note but shall not be due and
payable until the Maturity Date.

     

    (b)           Notwithstanding
the foregoing, the entire unpaid principal sum of this Note, together with
accrued and unpaid interest thereon and interest
at the rate of eighteen (18%) percent per annum going forward, shall
become immediately due and payable upon the insolvency of the Company, the
commission of any act of bankruptcy by the Company, the execution by the Company
of a general assignment for the benefit of creditors, the filing by or against
the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation of such petition without dismissal
for a period of ninety (90) days or more, the appointment of a receiver or
trustee to take possession of the property or assets of the Company, the breach of any representations, warranties or
covenants under the Purchase Agreement or
this Note, or the failure to pay this Note
on the Maturity Date.

     

    
      Second
Amended and Restated May Note

    

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    (c)           This
Note may be prepaid in full at any time prior to conversion pursuant to Section
2( below), with or without notice, without penalty or premium.

     

    2.        
   Conversion.

     

    (a)           Conversion
into Series B Preferred Stock.  The entire
principal amount of this Note shall be converted into shares of the Company’s
Series B Preferred Stock at the second Closing.  Accrued interest on
this Note shall be converted into Accruing Dividends (as defined in the
Company’s Second Amended and Restated Articles of Incorporation attached to the
Purchase Agreement (the “Certificate”)) from
the date of the Original Note.

     

    (b)           Conversion
prior to Second Closing.  At any time, and
from time to time, prior to the second Closing, the Holder may at its sole
option, convert the all or a portion of unpaid principal sum of this Note, and
interest thereon, into shares of the Company’s Series B Preferred Stock at a
price of $0.0284 per share.  In addition, if at any time prior to the
second Closing, there shall be (a) an acquisition of the Company by another
entity other than Holder or its affiliates by means of a merger, consolidation,
or other transaction or series of related transactions resulting in the exchange
of the outstanding shares of the Company’s capital stock such that shareholders
of the Company prior to such transaction own, directly or indirectly, less than
50% of the voting power of the surviving entity, or (b) a sale or transfer of
all or substantially all of the Company’s assets to any other person other than
Holder or its affiliates, then, at the Holder’s option, the entire unpaid
principal sum of this Note, and interest thereon, shall be immediately paid to
the Holder or converted into shares of the Company’s Series B Preferred Stock at
a price of $0.0284 per share.

     

    (c)           Mechanics
and Effect of Conversion.  No fractional
shares of the Company’s capital stock will be issued upon conversion of this
Note.  In lieu of any fractional share to which the Holder would
otherwise be entitled, the Company will pay to the Holder in cash the amount of
the unconverted principal and interest balance of this Note that would otherwise
be converted into such fractional share.  Upon conversion of this Note
pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed,
at the principal offices of the Company or any transfer agent of the
Company.  At its expense, the Company will, as soon as practicable
thereafter, issue and deliver to such Holder, at such principal office, a
certificate or certificates for the number of shares to which such Holder is
entitled upon such conversion, together with any other securities and property
to which the Holder is entitled upon such conversion under the terms of this
Note, including a check payable to the Holder for any cash amounts payable as
described herein.  Upon conversion of this Note, the Company will be
forever released from all of its obligations and liabilities under this Note
with regard to that portion of the principal amount and accrued interest being
converted including without limitation the obligation to pay such portion of the
principal amount and accrued interest.

     

    3.           Payment.  All payments
shall be made in lawful money of the United States of America at such place as
the Holder hereof may from time to time designate in writing to the
Company.  Payment shall be credited first to the accrued interest then
due and payable and the remainder applied to principal.

     

    
      Second
Amended and Restated May Note

    

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    4.        
   Transfer;
Successors and Assigns.  The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Notwithstanding the
foregoing, the Holder may not assign, pledge, or otherwise transfer this Note,
except for transfers to affiliates.  Subject to the preceding
sentence, this Note may be transferred only upon surrender of the original Note
for registration of transfer, duly endorsed, or accompanied by a duly executed
written instrument of transfer in form satisfactory to the
Company.  Thereupon, a new note for the same principal amount and
interest will be issued to, and registered in the name of, the
transferee.  Interest and principal are payable only to the registered
holder of this Note.

     

    5.       
    Governing
Law.  This Note and any
controversy arising out of or relating to this Note shall be governed by and
construed in accordance with the General Corporation Law of the State of
Delaware as to matters within the scope thereof, and as to all other matters
shall be governed by and construed in accordance with the internal laws of the
State New York, without regard to conflict of law principles that would result
in the application of any law other than the law of the State of New
York.

     

    6.        
   Notices.  All notices and
other communications given or made pursuant to this Note shall be in writing and
shall be deemed effectively given upon the earlier of actual receipt
or:  (a) personal delivery to the party to be notified, (b) five (5)
days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (c) one (1) business day after deposit with a
nationally recognized overnight courier, freight prepaid, specifying next
business day delivery, with written verification of receipt.  All
communications shall be sent to the respective parties at their address as set
forth on the signature page, or to such e-mail address, facsimile number or
address as subsequently modified by written notice given in accordance with this
Section
6.

     

    7.     
      Amendments
and Waivers. Any
term of this Note may be amended only with the written consent of the Company
and the Holder. Any
amendment or waiver effected in accordance with this Section 7 shall be binding
upon the Company, the Holder and each transferee of the Note.

     

    8.    
       Shareholders,
Officers and Directors Not Liable.  In no event shall
any shareholder, officer or director of the Company be liable for any amounts
due or payable pursuant to this Note.

     

    9.      
     Failure
or Indulgence Not Waiver.  No failure or delay on the part of
the Holder in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege, nor shall any waiver by the Holder of any
such right or rights on any one occasion be deemed a waiver of the same right or
rights on any future occasion.

     

    (Remainder
of page intentionally blank)

     

    Second
Amended and Restated May Note

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    10.    
     Action to
Collect on Note.  If action is
instituted to collect on this Note, the Company promises to pay all costs and
expenses, including reasonable attorney’s fees, incurred in connection with such
action.

     

    
      
        	 
      	
                XSHARES
      GROUP, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                Joseph L. Schocken

              
	 
      	 
      	
                Joseph
      L. Schocken, Authorized
Officer

              


      

    

    


    
      
        
          
            	
                    Address:

                  	
                    XShares
      Group, Inc.

                  
	 
      	
                    420
      Lexington Avenue, Suite 2550

                  
	 
      	
                    New
      York, NY 10170

                  


          

        

      

    

    


    ACKNOWLEDGED
AND ACCEPTED:

    as of
February 5, 2010,

    By: MGT
CAPITAL INVESTMENTS, INC.,

    


    
      
        	
                By:

              	
                Allan J. Rowley

              
	
                Its:

              	
                Chief Financial
  Officer

              


      

    

    


    
      
        
          
            	
                    Address:

                  	
                    MGT
      Capital Investments, Inc.

                  
	 
      	
                    Kensington
      Centre

                  
	 
      	
                    66
      Hammersmith Road

                  
	 
      	
                    London
      W14 8UD

                  
	 
      	
                    United
      Kingdom

                  


          

        

      

    

     

    
      Second
Amended and Restated May Note

    

    
      
         


      

      
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