ex101.htm


    ADVISORY
SERVICES AGREEMENT

    


    This
Advisory Services Agreement (the “Agreement”), is
effective as of November 15, 2009 (the “Effective Date”), by
and between (i) CoConnect, Inc. (hereinafter referred to as the “Company”), a Nevada
corporation and (ii) Noctua Fund Manager, LLC (hereinafter referred to as the
“Consultant”),
a Delaware limited liability company.  Individually, the Company and
the Consultant may be referred to herein as a “Party,” and
collectively as the “Parties.”

    


    RECITALS

    


    WHEREAS,
as disclosed in the Company’s recent quarterly filings with the United States
Securities and Exchange Commission, the Company is seeking to acquire assets
and/or a business in order to add value to the Company for the benefit of the
Company’s shareholders.

    


    WHEREAS,
the Company has contacted the Consultant to assist with certain Services (as
defined herein) related to the above described corporate actions.

    


    AGREEMENT

    


    NOW,
THEREFORE, in consideration of the mutual covenants hereinafter stated and for
other good and valuable consideration, it is agreed as follows:

    


    1.           APPOINTMENT.

    


    The
Company hereby engages Consultant and Consultant agrees to render the Services
to the Company as a consultant upon the terms and conditions hereinafter set
forth.

    


    2.           TERM.

    


    The term
of this Consulting Agreement shall begin as of the Effective Date, and shall
terminate upon the earlier of: (i) a Closing (as defined herein); or (ii)
the one year anniversary following the Effective Date (the “Termination
Date”).

    


    3.           SERVICES.

    


    The
Company seeks to enter into an agreement to acquire and manage new assets and/or
a business (a “Transaction”). During
the term of this Agreement, Consultant shall provide the Company with the
following “Services” as outlined
in this section below related to the final goal of effectuating a Transaction.
The Parties understand and confirm the Services contemplated herein are
front-end loaded and substantial efforts are to be expended in commencing such
Services, regardless of the occurrence of a Closing. The Services shall be
limited to making recommendations and offering advice to the Company’s Officers,
Directors and other key Company personnel. As offsite advisors, Consultant will
rely upon the Company’s management to, in the Company’s sole discretion, accept
or reject its recommendations. Under no circumstances, even in the event that
Consultant is asked to perform onsite analysis, shall Consultant be responsible
for making any decisions on behalf of the Company.

    


    The
Services shall include:

    


    (a)           Assist
the Company in locating qualified management candidates for the Company to
interview. It is the Company’s goal to utilize the Consultant’s services to
locate a new Chief Executive Officer and two (2) new members to be appointed to
the Board of Directors;

    


    (b)           Assist
in the review of the Company’s historical operational and financial activities
and advise management, with a particular focus on preparing a corporate due
diligence book. In addition, the Consultant shall provide assistance with
general corporate strategic planning with the objective of preparing the Company
to effectuate a target Transaction;

    


    (c)           Assist
the Company in locating target Transaction candidates; and

    


    (d)           Assist
in the review of any target Transaction candidate’s historical, operational and
financial activities.

    


    Consultant
agrees to provide the Services on a timely basis via meetings with Company
representatives which may include other professionals, conferences calls with
Company representatives and other professionals and/or written correspondence
and documentation. Consultant cannot guarantee the results on behalf of the
Company, but shall pursue all avenues that it deems reasonable through its
network of contacts.  Consultant is not
a law firm, and shall not provide the Company with legal work
product.  All documents produced by Consultant should be thoroughly
reviewed (including this one) by the Company’s independent legal counsel prior
to the same documents being executed by an executive of the
Company.

    


    Upon
completion of each individual Service described in this section, the Consultant
may, at its discretion, deliver to the Company a written verification of the
completion of such Services. In the event the Consultant delivers such
verification, the Company shall execute and return such verification within
fifteen (15) days of such notice. In the event such verification notice is
delivered and the Company does not contest the completion of such Services
within the fifteen (15) day period provided for herein, such Service shall be
deemed fulfilled and completed by the Consultant and the Company shall forever
waive any right to dispute the valid delivery of such Services (each a “Release”). Each
release shall contain a waiver of rights under California Civil Code Section
1542 which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.

    


    4.           COMPENSATION.                                           


     

           Due to the
fact the Services are front-end loaded and substantial efforts are expended in
commencing such Services, all compensation (hereinafter referred to as “Compensation” and
more further described in this Section 4) delivered and paid to Consultant
pursuant to this Agreement shall be deemed completely earned, due, payable, free
of liens or encumbrances, and non-assessable.  Once Compensation is
tendered to Consultant, there shall be no refunds or diminishment of the same
regardless of any event.  In connection with this Agreement, the
Company shall pay Consultant the following fees:

    


    (a)           Service Compensation
Fee.  As compensation for the Services to be provided by the
Consultant and the Extension (as defined below), the Company hereby agrees to
pay the Consultant a fee of $181,000 (the “Service Fee”);
and

    


    (b)           Transaction Closing Bonus
Fee.  In the event the Company executes any agreement related
to a Transaction with a target company (a “Closing”), the
Company shall pay the Consultant a bonus fee of $250,000 (the “Bonus Fee”) (The
Bonus Fee and Service Fee may sometimes be referred to hereinafter collectively
as the “Fees”).

    


    The
Service Fee shall be deemed completely earned, due, payable, free of liens or
encumbrances, and non-assessable within thirty days of the Effective Date and
shall accrue as owing, due and payable on the Company’s balance sheet. In the
event there is not adequate capital resources available, the Consultant hereby
agrees to defer the delivery of the Fees until the earlier of: (i) a Closing; or
(ii) the Termination Date.  To the extent deferment is required, any
amount due and owing at such time shall be paid and delivered to the Consultant
in the form of a convertible promissory note (the “Note,” an exact
specimen copy to be issued outlining the terms and conditions of which has been
attached hereto as Exhibit
A). In the event a Closing occurs prior to the Termination Date, the Note
shall be issued to the Consultant in the total amount of $431,000 reflecting the
combined Fees. In the event a Closing does not occur before the Termination Date
and no extension of such Termination Date is negotiated and agreed upon by the
Parties, the Note shall be issued to the Consultant in the total amount of
$181,000 reflecting the Service Fee earned pursuant to this
Section.

    


    (c)           Preferred Stock
Designation.   Until such time as the Fees are paid in
full, either through an initial payment of cash or through the complete
re-payment of the Note, in the event the Company amends it’s Articles of
Incorporation, designates any new class of stock, affects a reverse split of its
stock, affects a forward split of its stock or alters its capital structure in
any way, shape or form, the Company shall immediately designate a preferred
class of stock (the “Series A Preferred
Stock”) with such rights, powers, privileges and preferences as outlined
in the specimen Certificate of Amendment to the Articles of Incorporation
designating the Series A Preferred Stock attached hereto as Exhibit B
and immediately issue 100,000 shares of the Series A Preferred Stock (which
shall represent 100% of the Series A Preferred Stock authorized, issued and
outstanding) to the Consultant who shall hold such shares until the Fees are
paid in full. The Company shall notify its transfer agent of its obligations to
issue such shares of Series A Preferred Stock by delivering irrevocable transfer
agent instructions to its transfer agent (the “Irrevocable TA Instruction
Letter,” a copy of which has been attached hereto as Exhibit
C). The transfer agent shall, immediately upon demand by the Consultant,
provide the Consultant information regarding the Company’s capital structure and
stock issuance history, including, but not limited to: (i) the number of shares
of common stock authorized, issued and outstanding; (ii) the number of shares of
preferred stock authorized, issued and outstanding; and (iii) a complete
issuance history of any class of stock and for any period so
requested.

    


    (d)           Waiver. The Company
has currently outstanding Secured Convertible Promissory Notes issued to the
Consultant in the total amount of $26,414, and to Noctua Fund, LP, an entity
which is managed by the Consultant, in the total amount of $56,333 (collectively
the “Existing
Notes”), with the Existing Notes due and payable as of the date of this
Agreement. As an inducement to both Parties to enter into this Agreement, the
Consultant shall waive the default of their Consultant Notes and extend the
Maturity Date (as defined in the Existing Notes) to February 8, 2010 (the “Extension”). In
addition, the Consultant shall request a similar waiver and Extension of Noctua
Fund, LP from the appropriate parties. All other terms of the Existing Notes
shall remain in effect; provided, however, the rate
of interest as defined in Section 1.2 of the Existing Notes shall continue at
the default rate of interest of fifteen percent (15%) until the Existing Notes
are paid in full.

    


    5.           REPRESENTATIONS
AND WARRANTIES OF COMPANY.

    


     The
Company hereby represents, warrants and agrees as follows:

     

    (a)           This
Agreement has been authorized, executed and delivered by the Company and, when
executed by the Consultant will constitute the valid and binding agreement of
the Company enforceable against the Company in accordance with its terms, except
as enforcement thereof may be limited by bankruptcy, insolvency or
reorganization, moratorium or other similar laws relating to or affecting
creditors’ rights generally or by general equitable principles.

    


    (b)           Any
financial statements, audited and unaudited (including the notes thereto)
provided to Consultant, (the “Financial
Statements”), will present fairly the financial position of the Company
as of the dates indicated and the results of operations and cash flows of the
Company for the periods specified. Such Financial Statements will be prepared in
conformity with generally accepted accounting principles applied on a consistent
basis throughout the periods involved except as otherwise stated
therein.

    


    (c)           The
Company is validly organized, existing and with active status under the laws the
State of Nevada.

    


    (d)           The
securities to be issued to Consultant, if any, have all been authorized for
issuance and when issued, delivered and tendered to the Consultant by the
Company will be validly issued, fully paid and non-assessable.

     

    (e)           Since
date of the most recent of the Financial Statements, there has not been any
undisclosed (i) material adverse change in the business, properties, assets,
rights, operations, condition (financial or otherwise) or prospects of the
Company, (ii) transaction that is material to the Company, except transactions
in the ordinary course of business, (iii) obligation that is material to the
Company, direct or contingent, incurred by the Company, except obligations
incurred in the ordinary course of business, (iv) change that is material to the
Company or in the common shares or outstanding indebtedness of the Company, or
(v) dividend or distribution of any kind declared, paid, or made in respect of
the common shares.

    


    (f)           The
Company shall be deemed to have been made a continuing representation of the
accuracy of any and all facts, material information and data which it supplies
to Consultant and acknowledges its awareness that Consultant will rely on such
continuing representation in disseminating such information and otherwise
performing its advisory functions.  Consultant in the absence of
notice in writing from the Company, will rely on the continuing accuracy of
material, information and data supplied by the Company. Following the issuance
of the Note, the Company shall not provide the Consultant with any material
non-public information. In the event such information is provided to the
Consultant, including any information regarding the Company’s capital structure,
such information shall be made public within four (4) business days following
the release of such information to the Consultant in a Form 8-K filed with the
United States Securities and Exchange Commission.

    


    6.           INDEMNIFICATION.                                           
The Company agrees to indemnify the Consultant and hold it harmless against any
losses, claims, damages or liabilities incurred by the Consultant, in connection
with, or relating in any manner, directly or indirectly, to the Consultant
rendering the Services in accordance with the Agreement, unless it is determined
by a court of competent jurisdiction that such losses, claims, damages or
liabilities arose out of the Consultant’s gross negligence, willful misconduct,
dishonesty, or fraud. Additionally, the Company agrees to reimburse the
Consultant immediately for any and all expenses, including, without limitation,
attorney fees, incurred by the Consultant in connection with investigating,
preparing to defend or defending, or otherwise being involved in, any lawsuits,
claims or other proceedings arising out of or in connection with or relating in
any manner, directly or indirectly, to the rendering of any Services by the
Consultant in accordance with the Agreement (as defendant, nonparty, or in any
other capacity other than as a plaintiff, including, without limitation, as a
party in an interpleader action).  The Company further agrees that the
indemnification and reimbursement commitments set forth in this paragraph shall
extend to any controlling person, strategic alliance, partner, member,
shareholder, director, officer, employee, agent or subcontractor of the
Consultant and their heirs, legal representatives, successors and
assigns.  The provisions set forth in this Section shall survive any
termination of this Agreement.

    


    7.           COMPLIANCE
WITH SECURITIES LAWS.  The Company
understands that any and all Compensation outlined in this Agreement shall be
paid solely and exclusively as consideration for the aforementioned consulting
efforts made by Consultant on behalf of the Company as an independent
contractor.

    


    8.           MISCELLANEOUS.

    


    (a)           Termination.  This
Agreement shall terminate upon the earlier of: (i) a Closing; or (ii) the
Termination Date; provided,
however, during the term of this Agreement, in the event of a material
breach of this Agreement by the Consultant, the Company shall send written
notice to the Consultant advising Consultant of such material breach. Upon
receipt of such notice from the Company, the Consultant shall have 45 days to
cure such material breach.  This Agreement may be terminated by the
Company only upon written notice to the Consultant and Consultant’s failure to
cure said material breach within 45 days from receipt of said
notice.

    


    (b)           Entire Agreement;
Modifications; Waiver.  This Agreement constitutes the entire
agreement between the Parties pertaining to the subject matter contained herein,
except for any other agreements referenced herein. This Agreement supersedes all
prior and contemporaneous agreements (other than those entered into in writing
simultaneously with this Agreement), representations, and understandings of the
Parties. No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by all the Parties. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provisions, whether or not similar, nor shall any waiver constitute a
continuing waiver.  No waiver shall be binding unless executed in
writing by the Party making the waiver.

    


    (c)           Notices.  Any
notice required or permitted to be given hereunder shall be in writing and shall
be mailed, e-mailed faxed or otherwise delivered in person to the Parties at the
addresses set forth below:

    


    
      	
              Consultant:

            	
              Company:

            
	 
      	 
      
	
              Noctua
      Fund Manager, LLC

            	
              CoConnect,
      Inc.

            
	
              c/o
      Morrison & Foerster, LLP

            	
              Attn:
      Brad Bingham, Esq.

            
	
              Attn:
      Steve Rowles

            	 
      
	
              12531
      High Bluff Drive, Suite 100

            	 
      
	
              San
      Diego, CA 92130-2040

            	 
      
	
              Fax:  (858)
      720-5125

            	 
      


    

    


    (d)           Necessary
Acts.  Each Party to this Agreement agrees to perform any
further acts and execute and deliver any further documents that may be
reasonably necessary to carry out the provisions of this Agreement.

    


    (e)           Waiver.  Any
waiver by either Party of a breach of any provision of this Agreement shall not
operate as or be construed to be a waiver of any other breach of that provision
or of any breach of any other provision of this Agreement.  The
failure of a Party to insist upon strict adherence to any term of this Agreement
on one or more occasions will not be considered a waiver or deprive that Party
of the right thereafter to insist upon adherence to that term of any other term
of this Agreement.

    


    (f)           Assignment.  Compensation
under this Agreement is assignable at the sole discretion of the Consultant. The
Company may not assign any of its rights, powers or privileges pursuant to this
Agreement without the express written consent of the Consultant.

    


    (g)           Severability.  If
any provision of this Agreement is invalid, illegal, or unenforceable, the
balance of this Agreement shall remain in effect.  If any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.

    


    (h)           Governing
Law.  The subject matter of this Agreement shall be governed by
and construed in accordance with the laws of the State of California (without
reference to its choice of law principles), and to the exclusion of the law of
any other forum, without regard to the jurisdiction in which any action or
special proceeding may be instituted.  EACH PARTY HERETO AGREES TO
SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THE STATE COURTS LOCATED IN THE
COUNTY OF SAN DIEGO, CALIFORNIA FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF,
IN CONNECTION WITH, OR BY REASON OF THE INTERPRETATION, CONSTRUCTION, AND
ENFORCEMENT OF THIS AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN
THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM.  AS A MATERIAL
INDUCEMENT FOR THIS AGREEMENT, EACH PARTY SPECIFICALLY WAIVES THE RIGHT TO TRIAL
BY JURY OF ANY ISSUES SO TRIABLE.

    


    (i)           Attorneys’
Fees.  Should any Party hereto employ an attorney for the
purpose of enforcing or constituting this Agreement, or any judgment based on
this Agreement, in any legal proceeding whatsoever, including insolvency,
bankruptcy, arbitration, declaratory relief or other litigation, the prevailing
party shall be entitled to receive from the other Party or Parties thereto
reimbursement for all reasonable attorneys’ fees and all reasonable costs,
including but not limited to service of process, filing fees, court and court
reporter costs, investigative costs, expert witness fees, and the cost of any
bonds, whether taxable or not, and that such reimbursement shall be included in
any judgment or final order issued in that proceeding.

    


    (j)           Specific
Performance.  The Parties hereby acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the Parties shall have the
right to demand specific performance of the terms, and each of them, of this
Agreement. This shall include orders, in the form of a temporary restraining
order and preliminary restraining order, to order the Company transfer agent to
make issuances of securities consistent with the terms and conditions of this
Agreement.

    


    (k)           Execution of the
Agreement.  The Company, the party executing this Agreement on
behalf of the Company, and the Consultant, have the requisite corporate power
and authority to enter into and carry out the terms and conditions of this
Agreement, as well as all transactions contemplated hereunder. All corporate
proceedings have been taken and all corporate authorizations and approvals have
been secured which are necessary to authorize the execution, delivery and
performance by the Company and the Consultant of this Agreement.  This
Agreement has been duly and validly executed and delivered by the Company and
the Consultant and constitutes a valid and binding obligation, enforceable in
accordance with the respective terms herein.  Upon delivery of this
Agreement, this Agreement, and the other agreements and exhibits referred to
herein, will constitute the valid and binding obligations of Company, and will
be enforceable in accordance with their respective terms.  Delivery
may take place via facsimile transmission.

    


    (l)           Joint Drafting and Exclusive
Agreement.  This Agreement is the only Agreement executed by
and between the Parties related to the performance of the Services described
herein.  There are no additional oral agreements or other
understandings related to the performance of the Services described
herein.  This Agreement shall be deemed to have been drafted jointly
by the Parties hereto, and no inference or interpretation against any one Party
shall be made solely by virtue of such Party allegedly having been the
draftsperson of this Agreement.  The Parties have each conducted
sufficient and appropriate due diligence with respect to the facts and
circumstances surrounding and related to this Agreement.  The Parties
expressly disclaim all reliance upon, and prospectively waive any fraud,
misrepresentation, negligence or other claim based on information supplied by
the other Party, in any way relating to the subject matter of this
Agreement.

    


    (m)           Conflicts of
Interest.  The Parties understand and acknowledge that due to
the nature of the Consultant’s line of businesses, inherent conflicts of
interest exist at the time of execution of this Agreement, and future conflicts
of interest may arise at future dates. The Company has been advised of and
agrees to waive such current conflicts of interest as they exist as of the
Effective Date. Disclosure of future conflicts of interest may be made in
writing or through oral communication.  Acknowledgement of future
conflicts of interest and Company’s waiver of any cause of action against
Consultant related to such conflict of interest may be made in writing or
through oral communication.

    


    (n)           Acknowledgments and
Assent.  The Parties acknowledge that they have been given at
least ten (10) days to consider this Agreement and that they were advised to
consult with an independent attorney prior to signing this Agreement and that
they have in fact consulted with counsel of their own choosing prior to
executing this Agreement.  The Parties may revoke this Agreement for a
period of three (3) calendar days after signing this Agreement, and the
Agreement shall not be effective or enforceable until the expiration of this
three (3) day revocation period.  The Parties agree that they have
read this Agreement and understand the content herein, and freely and
voluntarily assent to all of the terms herein.

    


    ***SIGNATURE
PAGE FOLLOWS***

    



    SIGNATURE
PAGE

    


    IN
WITNESS WHEREOF, this Agreement has been executed by the Parties as of the date
first above written.

    


    
      	
               NOCTUA FUND MANAGER,
      LLC

               

               

               

               

              ___________________________________

              By:  James
      B. Panther, II

              Its:  Managing
      Director

               

            	
              COCONNECT,
      INC.

               

               

               

               

              _________________________________

              By:
      Brad M. Bingham, Esq.

                 Its:  Interim
      Chief Executive Officer

            


    

    


    A FACSIMILE COPY OF THIS AGREEMENT
SHALL HAVE THE SAME LEGAL EFFECT AS AN ORIGINAL OF THE SAME.

    


    


    


    


    LIST
OF EXHIBITS

    


    Exhibit
A............ Specimen Convertible Promissory Note

    
      Exhibit
B............ Specimen Certificate of Amendment to the Articles of Incorporation
designating the Series A Preferred Stock

      
        Exhibit
C............Irrevocable TA Instruction Letter

         

         

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        ]


        
          THIS
SECURED CONVERTIBLE PROMISSORY NOTE (THE “NOTE”) AND THE COMMON SHARES ISSUABLE
UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE AND THE COMMON
SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE OR
THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID SECURITIES
ACT, OR ANY OTHER VALID EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH
SECURITIES ACT OR AN OPINION OF COUNSEL FROM THE HOLDER (AS DEFINED HEREIN) THAT
REGISTRATION IS NOT REQUIRED UNDER SAID SECURITIES ACT OR UNLESS SOLD PURSUANT
TO RULE 144 UNDER SAID SECURITIES ACT.

          


          COCONNECT,
INC.

          


          SECURED
CONVERTIBLE PROMISSORY NOTE

          


          
            	
                    Principal
      Amount:        $____________

                  	 
      	
                    Issuance
      Date:                                       ______________

                  
	 
      	 
      	 
      
	
                    Interest
      Rate:                                   12%

                  	 
      	 
      


          

          


          


          FOR
VALUE RECEIVED, CoConnect, Inc., a Nevada corporation (the “Borrower”),
has entered into this Secured Convertible Promissory Note (the “Note”)
and hereby promises to pay to Noctua Fund Manager, LLC, a Delaware limited
liability company (the “Holder”)
as further described herein, the sum of $__________. The Holder and the
Borrower may hereinafter be referred to individually as a “Party”
and collectively as the “Parties.”

           

          NOW,
THEREFORE, in consideration of the mutual covenants and other agreements
contained herein, and for good and valuable consideration, receipt of which is
hereby acknowledged, the Borrower hereby issues this Note and the Parties hereby
agree as follows:

           

          SECTION
1

          GENERAL
PROVISIONS

           

          1.1            Issuance
of Note.  Upon the following terms and conditions, the Borrower
hereby issues to the Holder, and the Holder hereby accepts from the Borrower,
this Note, convertible into shares of the Borrower's common stock, par value
$0.01 per share (the “Common
Stock”), due and payable on or before one hundred and eighty (180) days
following the Issuance Date (the “Maturity
Date”). Subject to the conversion rights of the Holder as described
herein, the Note may only be repaid by the Borrower in its entirety, including
all principal and interest due and owing at such time of repayment, and may not
be repaid by the Borrower in installments or increments without the express
prior written consent of the Holder. The Borrower and the Holder are executing
and delivering this Note in accordance with and in reliance upon the exemption
from securities registration afforded by Section 4(2) of the U.S. Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder (the
"Securities
Act"), including Regulation D, and/or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect
to any or all of the investments to be made hereunder.

           

          ­1.2           Interest.  Beginning
on the Issuance Date, the outstanding principal balance of this Note shall bear
interest, in arrears, at a rate per annum equal to twelve percent (12%), of the
Note, payable upon the Maturity Date at the option of the Holder in (i) cash, or
(ii) in registered shares of Common Stock. If Holder elects to receive interest
in Common Stock, the price of the Common Stock shall be determined in accordance
with Section 2 herein. Interest shall be computed on the basis of a 360-day year
of twelve (12) 30-day months and shall accrue commencing on the Issuance Date.
Furthermore, upon the occurrence of an Event of Default (as defined in Section 5
below), then to the extent permitted by law, the Borrower will pay interest to
the Holder, payable on demand, on the outstanding principal balance of the Note
from the date of the Event of Default until such Event of Default is cured at
the rate of the lesser of (i) fifteen percent (15%); and (ii) the maximum
applicable legal rate per annum. Nothing contained herein or in any document
referred to herein or delivered in connection herewith shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law.  In the event that
the rate of interest or dividends required to be paid or other charges hereunder
exceed the maximum permitted by such law, any payments in excess of such maximum
shall be credited against any principal amount owed by the Borrower to the
Holder and thus refunded to the Borrower.

           

          1.3            Conversion.  Pursuant
to the terms of the Escrow Agreement (the “Escrow
Agreement,” attached hereto as Exhibit
A), the Borrower has authorized, and has reserved and covenants to
continue to reserve in escrow, free of preemptive rights and other similar
contractual rights of stockholders, three (3) times the number of shares of
Common Stock convertible under the Note as of the Issuance Date equal to
__________________ shares of Common Stock (the “Escrow
Pool”). In the event the shares held in the Escrow Pool are exhausted
through conversion of the Note and any principal or interest under the Note
remains outstanding, from time to time and upon sole demand by the Holder and
with no further consent needed from the Company, the Company’s transfer agent
shall issue into the Escrow Pool additional shares such that the number of
shares in the Escrow Pool as of such demand date maintains the three times
multiple described above. Any shares of Common Stock issuable upon conversion of
the Note and any interest accrued and outstanding on the Note are herein
referred to as the “Conversion
Shares”. The Note and the Conversion Shares are sometimes collectively
referred to herein as the “Securities”.
The conversion privileges set forth in Section 2 shall remain in full force and
effect immediately from Issuance Date and until the Note is paid in full
regardless of the occurrence of an Event of Default.  The Note shall
be payable in full upon demand, unless previously converted into Common Stock in
accordance with Section 2 hereof.

           

          1.4           Security
Interest.  The Note shall be secured by all of the assets of
the Borrower up to the amount of this Note (the “Collateral”).
The Borrower hereby provides the Holder express consent to file a UCC-1
Financing Statement for the purpose of securing the Holder’s interest in the
Collateral.

           

           

          SECTION
2

          CONVERSION
RIGHTS

           

          The
Holder shall have the right to convert the principal and any interest due under
this Note into Conversion Shares as set forth below.

           

          2.1           Conversion
into the Borrower's Common Stock.

           

          (a)          The
Holder shall have the right from and after the date of the issuance of this Note
and then at any time until this Note is fully paid, to convert any outstanding
and unpaid principal portion of this Note, at the election of the Holder (the
date of giving of such notice of conversion being a "Conversion
Date") into fully paid and non-assessable shares of Common Stock as such
stock exists on the date of issuance of this Note, or any shares of capital
stock of Borrower into which such Common Stock shall hereafter be changed or
reclassified, at the conversion price per share of $0.01 (the “Conversion
Price”), subject to adjustment as provided herein. Upon delivery to the
Borrower of a notice of conversion, the Borrower shall issue and deliver to the
Holder within three (3) business days after the Conversion Date (such third day
being the “Delivery
Date”) that number of shares of Common Stock for the portion of the Note
converted in accordance with the foregoing. At the election of the Holder, the
Borrower will deliver accrued but unpaid interest on the Note, if any, through
the Conversion Date directly to the Holder. The number of shares of Common Stock
to be issued upon each conversion of this Note shall be determined by dividing
that portion of the principal of the Note to be converted by the Conversion
Price.

           

          (b)           
The Conversion Price and number and kind of shares or other securities to be
issued upon conversion determined pursuant to this Section 2, shall be subject
to adjustment from time to time upon the happening of certain events while this
conversion right remains outstanding, as follows:

           

          (i)           Merger,
Sale of Assets, etc.  If the Borrower at any time shall
consolidate with or merge into or sell or convey all or substantially all its
assets to any other corporation, this Note, as to the unpaid principal portion
thereof and accrued interest thereon, shall thereafter be deemed to evidence the
right to purchase such number and kind of shares or other securities and
property as would have been issuable or distributable on account of such
consolidation, merger, sale or conveyance, upon or with respect to the
securities subject to the conversion or purchase right immediately prior to such
consolidation, merger, sale or conveyance.  The foregoing provision
shall similarly apply to successive transactions of a similar nature by any such
successor or Holder. Without limiting the generality of the foregoing, the
anti-dilution provisions of this Section shall apply to such securities of such
successor or Holder after any such consolidation, merger, sale or
conveyance.

           

          (ii)           Reclassification,
etc.  If the Borrower at any time shall, by reclassification or
otherwise, change the Common Stock into the same or a different number of
securities of any class or classes that may be issued or outstanding, this Note,
as to the unpaid principal portion thereof and accrued interest thereon, shall
thereafter be deemed to evidence the right to purchase an adjusted number of
such securities and kind of securities as would have been issuable as the result
of such change with respect to the Common Stock immediately prior to such
reclassification or other change.

           

          (iii)           Stock
Splits, Combinations and Dividends.  In the event of any
capital restructuring of the Borrower including, but not limited to, any event
in which the shares of Common Stock are subdivided or combined into a greater or
smaller number of shares of Common Stock or if a dividend is paid on the Common
Stock in shares of Common Stock, the Conversion Price shall be adjusted to the
lesser of: (i) $0.01; or (ii) 70% of the lowest closing bid price of the Common
Stock as quoted by Bloomberg, LP for the thirty (30) day period prior to such
Conversion Date.

           

          (iv)           Ratchet
Provision.   If the Borrower shall issue or agree to issue
any shares of Common Stock for a consideration less than the Conversion Price in
effect at the time of such issuance, then, and thereafter successively upon each
such issuance, the Conversion Price shall be reduced to match such subsequent
lower issuance price. For purposes of this adjustment, the issuance of any
security carrying the right to convert such security into shares of Common Stock
or of any warrant, right or option to purchase Common Stock shall result in an
adjustment to the Conversion Price upon the issuance of the above-described
security and again upon the issuance of shares of Common Stock upon exercise of
such conversion or purchase rights if such issuance is at a price lower than the
then applicable Conversion Price.

           

          (v)          Event
of Default.   The Conversion Price shall be adjusted
pursuant to Section 5.2 herein.

           

           (c)           Borrower
represents that upon the issuance of any Conversion Shares, such shares will be
duly and validly issued, fully paid and non-assessable.  Borrower
agrees that its issuance of this Note shall constitute full authority to its
officers, agents, and transfer agents who are charged with the duty of executing
and issuing stock certificates to execute and issue the necessary certificates
for shares of Common Stock upon the conversion of this Note.

           

          2.2           Method
of Conversion.  This Note may be converted by the Holder in
whole or in part as described in this Section.  Upon partial
conversion of this Note, a new Note containing the same date and provisions of
this Note shall, at the request of the Holder, be issued by the Borrower to the
Holder for the principal balance of this Note and interest which shall not have
been converted or paid.

           

          2.3           Maximum
Conversion.  The Holder shall not be entitled to convert an
amount of the Note which would result in beneficial ownership by the Holder and
its affiliates of more than 4.99% of the outstanding shares of Common Stock of
the Borrower on such Conversion Date; provided,
however, the Holder may waive the limitations set forth herein at its
sole and absolute discretion by written notice of not less than sixty-one (61)
days to the Borrower.  For the purposes of the provision to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
shall not be limited to aggregate conversions of only 4.99% and aggregate
conversion by the Holder may exceed 4.99%.The Holder shall have the authority
and obligation to determine whether the restriction contained in this Section
will limit any conversion hereunder and to the extent that the Holder determines
that the limitation contained in this Section applies, the determination of
which portion of the Note are convertible shall be the responsibility and
obligation of the Holder.  The Holder may waive the conversion
limitation described in this section, in whole or in part, upon and effective
after ten (10) days prior written notice to the Borrower to increase such
percentage to up to 9.99%. The Holder may allocate which of the equity of the
Borrower deemed beneficially owned by the Holder shall be included in the 4.99%
amount or up to 9.99% amount as described above.

           

          2.4            Buy-In.  In
addition to any other rights available to the Holder, if the Borrower fails to
deliver to the Holder shares issuable upon conversion of a Note by the Delivery
Date (as defined herein) and if after seven (7) business days after such date
the Holder or a broker on the Holder’s behalf, purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by such Holder of the Common Stock which the Holder was entitled to receive
upon such conversion (a "Buy-In"),
then the Borrower shall pay in cash to the Holder (in addition to any remedies
available to or elected by the Holder) the amount by which (i) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (ii) the aggregate principal and/or interest
amount of the Note for which such conversion, exercise or required delivery was
not timely honored, together with interest thereon at a rate of 15% per annum,
accruing until such amount and any accrued interest thereon is paid in full
(which amount shall be paid as liquidated damages and not as a penalty). For
example, if the Holder purchases shares of Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted conversion of
$10,000 of note principal having an aggregate purchase price of $10,000, then
the Borrower shall be required to pay the Holder $1,000, plus interest. The
Holder shall provide the Borrower written notice indicating the amounts payable
to the Holder in respect of the Buy-In.

           

          SECTION
3

          REPRESENTATIONS
AND WARRANTIES

           

          3.1           Representations
and Warranties of the Borrower.  The Borrower hereby represents
and warrants to the Holder as follows:

           

          (a)          Due
Incorporation.  The Borrower is a corporation duly organized,
validly existing and in good standing under the laws of Nevada and has the
requisite corporate power to own its properties and to carry on its business.
The Borrower is duly qualified as a foreign corporation to do business and is in
good standing in each jurisdiction where the nature of the business conducted or
property owned by it makes such qualification necessary, other than those
jurisdictions in which the failure to so qualify would not have a Material
Adverse Effect.  For purpose of this Note, a “Material
Adverse Effect” shall mean a material adverse effect on the financial
condition, results of operations, properties or business of the Borrower taken
individually, or in the aggregate, as a whole.  For purposes of this
Note, “Subsidiary”
means, with respect to any entity at any date, any corporation, limited or
general partnership, limited liability company, trust, estate, association,
joint venture or other business entity of which more than 50% of
(i) the outstanding capital stock having (in the absence of contingencies)
ordinary voting power to elect a majority of the board of directors or other
managing body of such entity, (ii) in the case of a partnership or limited
liability company, the interest in the capital or profits of such partnership or
limited liability company or (iii) in the case of a trust, estate,
association, joint venture or other entity, the beneficial interest in such
trust, estate, association or other entity business is, at the time of
determination, owned or controlled directly or indirectly through one or more
intermediaries, by such entity.

           

          (b)            Capitalization.  All
issued and outstanding shares of capital stock of the Borrower have been duly
authorized and validly issued and are fully paid and nonassessable. In the event
the Borrower receives a demand for conversion pursuant to the Note and the
Borrower does not have sufficient shares in its treasury of authorized but
unissued shares of Common Stock, the Borrower shall immediately, through
whatever legal means necessary, amend its corporate charter to increase its
authorized stock such that the Borrower is able to maintain the number of shares
of Common Stock held in the Escrow Pool required pursuant to this Note and the
Escrow Agreement.

           

          (c)            Authority;
Enforceability.  This Note has been duly authorized, executed
and delivered by the Borrower and Subsidiaries (as the case may be) and are
valid and binding agreements enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights
generally and to general principles of equity.  The Borrower and
Subsidiaries have full corporate power and authority necessary to enter into and
deliver the Note and to perform their obligations thereunder.

           

          (d)            Additional
Issuances.   Other than previously disclosed in the
Borrower’s public filings, there are no outstanding agreements or preemptive or
similar rights affecting the Common Stock or equity and no outstanding rights,
warrants or options to acquire, or instruments convertible into or exchangeable
for, or agreements or understandings with respect to the sale or issuance of any
shares of Common Stock or equity of the Borrower or other equity interest in any
of the Subsidiaries of the Borrower.

           

          (e)            No
Violation or Conflict.  Neither the issuance nor sale of the
Securities nor the performance of the Borrower’s obligations under this Note and
all other agreements entered into by the Borrower relating thereto by the
Borrower will:

           

          (i)           violate,
conflict with, result in a breach of, or constitute a default (or an event which
with the giving of notice or the lapse of time or both would be reasonably
likely to constitute a default in any  material respect) of a material
nature under (1) the articles or certificate of incorporation, charter or bylaws
of the Borrower, (2) any decree, judgment, order, law, treaty, rule, regulation
or determination applicable to the Borrower of any court, governmental agency or
body, or arbitrator having jurisdiction over the Borrower or over the properties
or assets of the Borrower or any of its affiliates, (3) the terms of any bond,
debenture, note or any other evidence of indebtedness, or any agreement, stock
option or other similar plan, indenture, lease, mortgage, deed of trust or other
instrument to which the Borrower or any of its affiliates is a party, by which
the Borrower or any of its affiliates is bound, or to which any of the
properties of the Borrower or any of its affiliates is subject, or (4) the terms
of any “lock-up” or similar provision of any underwriting or similar agreement
to which the Borrower, or any of its affiliates is a party except the violation,
conflict, breach, or default of which would not have a Material Adverse
Effect;

           

          (ii)           result
in the creation or imposition of any lien, charge or encumbrance upon the
Securities or any of the assets of the Borrower or any of its affiliates, except
as contemplated herein;

           

          (iii)           result
in the activation of any anti-dilution rights or a reset or repricing of any
debt or security instrument of any other creditor or equity holder of the
Borrower, nor result in the acceleration of the due date of any obligation of
the Borrower; or

           

           

          (iv)           result
in the activation of any piggy-back registration rights of any person or entity
holding securities or debt of the Borrower or having the right to receive
securities of the Borrower.

           

          (f)            The
Securities.  The Securities upon issuance:

           

          (i)           are,
or will be, free and clear of any security interests, liens, claims or other
encumbrances, subject to restrictions upon transfer under the Securities Act and
any applicable state securities laws;

           

          (ii)           have
been, or will be, duly and validly authorized and on the date of issuance of the
Conversion Shares, the Conversion Shares will be duly and validly issued, fully
paid and nonassessable or if registered pursuant to the Securities Act, and
resold pursuant to an effective registration statement will be free trading and
unrestricted;

           

          (iii)           will
not have been issued or sold in violation of any preemptive or other similar
rights of the holders of any securities of the Borrower;

           

          (iv)           will
not subject the holders thereof to personal liability by reason of being such
holders, provided Holder’s representations herein are true and accurate and
Holder takes no actions or fails to take any actions required for their purchase
of the Securities to be in compliance with all applicable laws and regulations;
and

           

          (v)           provided
Holder’s representations herein are true and accurate, will have been issued in
reliance upon an exemption from the registration requirements of and will not
result in a violation of Section 5 under the Securities Act.

           

          (g)            Stop
Transfer.  The Borrower will not issue any stop transfer order
or other order impeding the sale, resale, removal of restrictive legend pursuant
to Section 4.10 herein or any other exemption to the Securities Act or delivery
of any of the Securities, except as may be required by any applicable federal or
state securities laws. In addition, the Borrower hereby warrants to the transfer
agent of record at the time any Conversion Shares are submitted for restriction
removal pursuant to Section 4.10 herein that such a removal of restriction and
subsequent transfer is a “routine” transfer as defined in the Securities
Exchange Act of 1934.

           

          (h)            Defaults.   The
Borrower is not in violation of its articles of incorporation or bylaws and is
(i) not in default under or in violation of any other material agreement or
instrument to which it is a party or by which it or any of its properties are
bound or affected, which default or violation would have a Material Adverse
Effect, (ii) not in default with respect to any order of any court, arbitrator
or governmental body or subject to or party to any order of any court or
governmental authority arising out of any action, suit or proceeding under any
statute or other law respecting antitrust, monopoly, restraint of trade, unfair
competition or similar matters, or (iii) to the Borrower’s knowledge not in
violation of any statute, rule or regulation of any governmental authority which
violation would have a Material Adverse Effect.

           

          (i)            Not an
Integrated Offering.  Neither the Borrower, nor any of its
affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales of any security or solicited any offers to
buy any security under circumstances that would cause the offer of the
Securities pursuant to this Note to be integrated with prior offerings by the
Borrower for purposes of the Securities Act or any applicable stockholder
approval provisions, including, without limitation, under the rules and
regulations of the principal market which would impair the exemptions relied
upon herein or the Borrower’s ability to timely comply with its obligations
hereunder. Nor will the Borrower or any of its affiliates take any action or
steps that would cause the offer or issuance of the Securities to be integrated
with other offerings which would impair the exemptions relied upon in this
offering or the Borrower’s ability to timely comply with its obligations
hereunder. The Borrower will not conduct any offering other than the
transactions contemplated hereby that will be integrated with the offer or
issuance of the Securities which would impair the exemptions relied upon in this
offering or the Borrower’s ability to timely comply with its obligations
hereunder.

           

          (j)            No
Undisclosed Liabilities.  The Borrower has no liabilities or
obligations which are material, individually or in the aggregate, which are not
disclosed herein, other than those incurred in the ordinary course of the
Borrower’s businesses and which, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect.

           

          (k)            Investment
Company.   Neither the Borrower nor any affiliate is an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended.

           

          (l)            Survival.  The
foregoing representations and warranties shall survive until three (3) years
after the Issuance Date.

           

          3.2            Representations
and Warranties of the Holder.  The Holder hereby represents and
warrants to the Borrower with respect solely to itself and not with respect to
any other Holder as follows:

           

          (a)            Organization
and Standing of the Holder.  The Holder is a limited liability
company duly organized, validly existing and in good standing under the laws of
the jurisdiction of its Delaware.

           

          (b)            Authorization
and Power.  The Holder has the requisite power and authority to
enter into this Note and to receive the Securities being sold to it
hereunder.  The execution, delivery and performance of the Securities
by the Holder and the consummation by it of the transactions contemplated hereby
have been duly authorized by all necessary corporate or partnership action, and
no further consent or authorization of such Holder or its Board of Directors,
stockholders, or partners, as the case may be, is required. When executed and
delivered by the Holder, the Note shall constitute valid and binding obligations
of the Holder enforceable against such Holder in accordance with their terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement
of, creditor's rights and remedies or by other equitable principles of general
application.

           

          (c)            Acquisition
for Investment.  The Holder is purchasing the Securities solely
for its own account and not with a view to or for sale in connection with
distribution. The Holder does not have a present intention to sell any of the
Securities, nor a present arrangement (whether or not legally binding) or
intention to effect any distribution of any of the Securities to or through any
person or entity; provided, however, that by making the representations herein,
such Holder does not agree to hold the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities at any time in
accordance with Federal and state securities laws applicable to such
disposition. The Holder acknowledges that it (i) has such knowledge and
experience in financial and business matters such that Holder is capable of
evaluating the merits and risks of Holder's investment in the Borrower, (ii) is
able to bear the financial risks associated with an investment in the Securities
and (iii) has been given full access to such records of the Borrower and the
Subsidiaries and to the officers of the Borrower and the Subsidiaries as it has
deemed necessary or appropriate to conduct its due diligence
investigation.

           

          (d)            No
General Solicitation.  The Holder acknowledges that the
Securities were not offered to such Holder by means of any form of general or
public solicitation or general advertising, or publicly disseminated
advertisements or sales literature, including (i) any advertisement, article,
notice or other communication published in any newspaper, magazine, or similar
media, or broadcast over television or radio, or (ii) any seminar or meeting to
which such Holder was invited by any of the foregoing means of communications.
The Holder, in making the decision to purchase the Securities, has relied upon
independent investigation made by it and has not relied on any information or
representations made by third parties.

           

          (e)            Certain
Fees.  Other than as described herein, the Holder has not
employed any broker or finder or incurred any liability for any brokerage or
investment banking fees, commissions, finders' structuring fees, financial
advisory fees or other similar fees in connection with the Note.

           

          SECTION
4

          COVENANTS

           

          The
Borrower covenants with the Holder as follows, which covenants are for the
benefit of the Holder and their respective permitted assignees.

           

          4.1           Inspection
Rights.  The Borrower shall permit, during normal business
hours and upon reasonable request and reasonable notice, the Holder or any
employees, agents or representatives thereof, so long as such Holder shall be
obligated hereunder to purchase the Note or shall beneficially own any
Conversion Shares for purposes reasonably related to such Holder's interests as
a stockholder, to examine the publicly available, non-confidential records and
books of account of, and visit and inspect the properties, assets, operations
and business of the Borrower and any Subsidiary, and to discuss the publicly
available, non-confidential affairs, finances and accounts of the Borrower and
any Subsidiary with any of its officers, consultants, directors, and key
employees.

           

          4.2           Compliance
with Laws.  The Borrower shall comply, and cause each
Subsidiary to comply, with all applicable laws, rules, regulations and orders,
noncompliance with which would be reasonably likely to have a Material Adverse
Effect.

           

          4.3           Keeping
of Records and Books of Account.  The Borrower shall keep and
cause each Subsidiary to keep adequate records and books of account, in which
complete entries will be made in accordance with GAAP consistently applied,
reflecting all financial transactions of the Borrower and its Subsidiaries, and
in which, for each fiscal year, all proper reserves for depreciation, depletion,
obsolescence, amortization, taxes, bad debts and other purposes in connection
with its business shall be made.

           

          4.4           Other
Agreements.  The Borrower shall not enter into any agreement in
which the terms of such agreement would restrict or impair the right or ability
to perform of the Borrower or any Subsidiary under the Note.

           

          4.5           Disclosure
of Material Information.  The Borrower covenants and agrees
that neither it nor any other person acting on its behalf has provided or will
provide any Holder or its agents or counsel with any information that the
Borrower believes constitutes material non-public information, unless prior
thereto such Holder shall have executed a written agreement regarding the
confidentiality and use of such information.  The Borrower understands and
confirms that the Holder shall be relying on the foregoing representations in
effecting transactions in securities of the Borrower. In the event such
information is disclosed to the Holder, the Borrower shall publicly disclose
such information in a Form 8-K filed with the United States Securities and
Exchange Commission (the “SEC”)
within four days of the disclosure of such information.

           

          4.6           Pledge
of Securities.  The Borrower acknowledges that the Securities
may be pledged by a Holder in connection with a bona fide margin agreement or
other loan or financing arrangement that is secured by the Securities. The
pledge of Securities shall not be deemed to be a transfer, sale or assignment of
the Securities hereunder, and no Holder effecting a pledge of the Securities
shall be required to provide the Borrower with any notice thereof or otherwise
make any delivery to the Borrower pursuant to this Note; provided that a Holder
and its pledgee shall be required to comply with the provisions herein in order
to effect a sale, transfer or assignment of Securities to such
pledgee.

           

           

          4.7           Corporate
Document Amendments.  The Borrower shall not amend or waive any
provision of the Articles of Incorporation or Bylaws of the Borrower without the
express written consent of the Holder.

           

          4.8           Stock
Splits.   The Borrower shall not alter its capital
structure in any way, including but not limited to, a reverse or forward split
of its Common Stock, without express written consent from the
Holder.

           

          4.9           Distributions.  So
long as the Note remains outstanding, the Borrower agrees that it shall not (i)
declare or pay any dividends or make any distributions to any holder(s) of
Common Stock or other equity security of the Borrower or (ii) purchase or
otherwise acquire for value, directly or indirectly, any Common Stock or other
equity security of the Borrower.

           

          4.10           Reservation
of Shares.  So long as the Note remains outstanding, the
Borrower shall take all action necessary to at all times have authorized and
reserved for the purpose of issuance, one hundred and fifty percent (150%) of
the aggregate number of shares of Common Stock needed to provide for the
issuance of the Conversion Shares.

           

          4.11           Transfer
Agent.  The Borrower’s current transfer agent is Action Stock
Transfer Corporation. So long as the Note remains outstanding, the Borrower
shall not change transfer agents without the express written consent of the
Holder. In addition, the Borrower shall issue irrevocable instructions (the
“Irrevocable
Transfer Agent Instructions” attached hereto as Exhibit
B) to its transfer agent, and any subsequent transfer agent which shall
reference this Note and the rights, powers and privileges provided to the Holder
hereunder which shall be acknowledged and agreed to by the transfer agent. The
Borrower warrants that no instruction other than the Escrow Agreement and the
Irrevocable Transfer Agent Instructions referred to in this Section will be
given by the Borrower to its transfer agent and that the Conversion Shares shall
otherwise be freely transferable on the books and records of the Borrower as and
to the extent provided in this Note. If the Holder provides the Borrower or the
Borrower’s transfer agent with an opinion of counsel of the Holder’s choosing to
the effect that a public sale, assignment or transfer of the Conversion Shares
may be made without registration under the Securities Act or the Holder provides
the Borrower with reasonable assurances that the Conversion Shares can be sold
pursuant to Rule 144 (or any other exemption to the Securities Act) without any
restriction as to the number of securities acquired as of a particular date that
can then be immediately sold, the Borrower hereby expressly authorizes the
transfer agent to accept such opinion or assurances without any Borrower
approval required and expressly authorizes and instructs the transfer agent to
affect such transfer, and, in the case of the Conversion Shares, issue one or
more certificates (or transfer via electronic DWAC transfer if applicable) in
such name and in such denominations as specified by such Holder and without any
restrictive legend.  The Borrower acknowledges that a breach by it of
its obligations under this Section will cause irreparable harm to the Holder by
vitiating the intent and purpose of the transaction contemplated hereby.
Accordingly, the Borrower acknowledges that the remedy at law for a breach of
its obligations under this Section will be inadequate and agrees, in the
event of a breach or threatened breach by the Borrower of the provisions of this
Section, that the Holder shall be entitled, in addition to all other available
remedies, to an order and/or injunction restraining any breach and requiring
immediate issuance and transfer of such shares, without the necessity of showing
economic loss and without any bond or other security being
required.

           

          4.12           Disposition
of Assets.  So long as the Note remains outstanding, neither
the Borrower nor any Subsidiary shall sell, transfer or otherwise dispose of any
of its properties, assets and rights including, without limitation, its
intellectual property to any person except for sales with the prior written
consent of the Holder.

           

          4.13           Restrictions
on Issuances of Securities.  So long as any amount of the
principal or interest of the Note remains outstanding, the Borrower shall not
issue any additional securities, including any class of common or preferred
shares, nor designate any new class of securities without the prior written
consent of the Holder.

           

          4.14           Restrictions
and Conditions on Subsequent Financings.  So long as any amount
of the principal or interest of the Note remains outstanding, the Borrower shall
not offer or sell to, or exchange with (or other type of distribution to) any
third party any debt instrument, including, but not limited to securities
convertible, exercisable or exchangeable into Common Stock or any other equity
security of the Borrower (a “Subsequent
Financing”), without notice to the Holder and prior written consent of
the Holder with such consent not, provided adequate security to the Holder, to
be unreasonably withheld. In the event the Borrower enters into a Subsequent
Financing with consent from the Holder, then, and thereafter successively upon
each such issuance, the Conversion Price shall be reduced to match such
subsequent lower issuance price in such Subsequent Financing. For purposes of
this adjustment, the issuance of any security carrying the right to convert such
security into shares of Common Stock or of any warrant, right or option to
purchase Common Stock shall result in an adjustment to the Conversion Price upon
the issuance of the above-described security and again upon the issuance of
shares of Common Stock upon exercise of such conversion or purchase rights if
such issuance is at a price lower than the then applicable Conversion Price. In
addition, in the event the Borrower enters into any Subsequent Financing with
consent from the Holder, the Holder shall maintain the right to convert any
outstanding principal balance and interest of the Note at such time into the
financial instrument and under the same terms of such Subsequent Financing. In
the event the Borrower offers any Subsequent Financing with consent from the
Holder, the Holder shall maintain a right of first refusal such that the Holder
shall have the right, at its sole and exclusive option, to purchase up to one
hundred percent (100%) of the debt or equity instruments offered in such
Subsequent Financing.

           

          SECTION
5

          EVENT OF DEFAULT

           

          5.1           Event
of Default.  The occurrence of any of the following events shall be
deemed an "Event
of Default":

           

          a.           Failure
to Pay Principal or Interest.  The Borrower fails to pay any
installment of principal amount, interest or other sum due under this Note when
due and such failure continues for a period of five (5) business days after the
due date.

           

          b.          Failure
to Convert. The Borrower provides notice to the Holder, including by way
of public announcement, at any time, of its inability to comply or its intention
not to comply with proper requests for conversion of this Note into shares of
Common Stock.

           

          c.          Breach
of Covenant.  The Borrower breaches any material covenant or
other term or condition of this Note in any material respect and such breach, if
subject to cure, continues for a period of five (5) business days. The Parties
hereby specifically agree that Section 4 Covenants including, but not limited
to, Sections 4.4 through 4.13, are material covenants and as such, if breached,
shall be considered an Event of Default. Such specific reference to Sections 4.4
through 4.13 shall in no way signify that any other covenant contained herein is
not a material covenant.

           

          d.          Breach
of Representations and Warranties.  Any material representation
or warranty of the Borrower made herein or in any agreement, statement or
certificate given in writing pursuant hereto or in connection herewith or
therewith shall be false or misleading in any material respect as of the date
made.

           

          e.          Receiver
or Trustee.  The Borrower or any Subsidiary of Borrower shall
make an assignment for the benefit of creditors, or apply for or consent to the
appointment of a receiver or trustee for them or for a substantial part of their
property or business; or such a receiver or trustee shall otherwise be
appointed.

           

          f.          Bankruptcy.  Bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings or
relief under any bankruptcy law or any law, or the issuance of any notice in
relation to such event, for the relief of debtors shall be instituted by or
against the Borrower or any Subsidiary of Borrower and if instituted against
them are not dismissed within forty-five (45) days of initiation.

           

          g.          Delisting.   The
Borrower currently trades of the Over The Counter Bulletin Board (“OTCBB”).
Any delisting of the Common Stock from the OTCBB, failure to comply with the
requirements for continued listing on the OTCBB for a period of seven
consecutive trading days or notification from the OTCBB that the Borrower is not
in compliance with the conditions for such continued listing on such Principal
market.

           

          h.          Stop
Trade.  An SEC or judicial stop trade order or OTCBB trading
suspension with respect to Borrower’s Common Stock that lasts for five (5) or
more consecutive trading days.

           

          i.          Failure
to Deliver Common Stock or Replacement Note.  Borrower's
failure to deliver any Common Stock to the Holder, including but not limited to
Conversion Shares, pursuant to and in the form required by this Note, and, if
requested by Borrower, a replacement Note within five (5) business
days.

           

          j.          Failure
to Remove Restrictive Legend. The failure of the Borrower or its transfer
agent to remove any legend from shares of Common Stock pursuant to Section 4.10
herein and issue such un-legended certificates to the Holder within five (5)
business days of the Holder’s request.

           

          k.          Reservation
Default.  The occurrence of reservation default as described in
this Note.

           

          5.2           Effects
of Event of Default.

           

          a.          In
the event an Event of Default occurs: (i) at the option of the Holder, all sums
of principal and interest then remaining unpaid hereon and all other amounts
payable hereunder shall become immediately due and payable upon demand, without
presentment, or grace period, all of which hereby are expressly waived, except
as set forth below; and (ii) the Conversion Price shall be adjusted to the lower
of: (a) the Conversion Price in effect at the time of such Event of Default; or
(b) $.00003. Such default Conversion Price shall not be adjusted or affected in
any way by any corporate actions, including any forward or reverse split of the
borrower’s Common Stock.

           

          b.          In
the event of an Event of Default pursuant to Section 4.7 or 4.8 herein, or in
the event the Holder waives the restrictive provisions of Section 4.7 or 4.8,
the Borrower shall amend their Articles of Incorporation and designate One
Hundred Thousand (100,000) shares of a class of preferred stock (the “Series
A Preferred Stock”) with such rights, powers, privileges and preferences
as outlined in the specimen Certificate of Amendment to the Articles of
Incorporation designating the Series A Preferred Stock attached hereto as Exhibit
C. Immediately upon such Event of Default described in this Section and
subsequent amendment and designation, the Borrower shall have the sole and
exclusive option to convert 25% of the then outstanding principal and interest
due and owing under the Note at such time into all 100,000 shares of the Series
A Preferred Stock.

           

          SECTION
6

          INDEMNIFICATION

           

          6.1           General
Indemnity.  The Borrower agrees to indemnify the Holder and
hold it harmless against any losses, claims, damages or liabilities incurred by
the Holder, in connection with, or relating in any manner, directly or
indirectly, to the Holder in connection with the Note. Additionally, the
Borrower agrees to reimburse the Holder immediately for any and all expenses,
including, without limitation, attorney fees, incurred by the Holder in
connection with investigating, preparing to defend or defending, or otherwise
being involved in, any lawsuits, claims or other proceedings arising out of or
in connection with or relating in any manner, directly or indirectly, from the
Note (as defendant, nonparty, or in any other capacity other than as a
plaintiff, including, without limitation, as a party in an interpleader
action).  The Borrower further agrees that the indemnification and
reimbursement commitments set forth in this paragraph shall extend to any
controlling person, strategic alliance, partner, member, shareholder, director,
officer, employee, agent or subcontractor of the Holder and their heirs, legal
representatives, successors and assigns.  The provisions set forth in
this Section shall survive any termination of this Note.

           

          SECTION
7

          MISCELLANEOUS

           

          7.1           Fees
and Expenses.  Each Party shall pay the fees and expenses of
its advisors, counsel, accountants and other experts, if any, and all other
expenses, incurred by such Party incident to the negotiation, preparation,
execution, delivery and performance of this Note; provided however, the Borrower
shall pay all reasonable fees and expenses incurred by the Holder in connection
with the enforcement of this Note, including, without limitation, all reasonable
attorneys' fees and expenses.  

           

          7.2           Specific
Performance; Consent to Jurisdiction; Venue.

           

          (a)            The
Borrower and the Holder acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Note was not performed in
accordance with its specific terms or were otherwise breached.  It is
accordingly agreed that the Parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Note and to
enforce specifically the terms and provisions hereof or thereof, this being in
addition to any other remedy to which any of them may be entitled by law or
equity.

           

          (b)            This
Note shall be governed by and construed in accordance with the laws of the State
of California without reference to applicable conflict of law
principles.  All Parties consent to the exclusive jurisdiction of the
state courts sitting in San Diego County, California in any action, suit or
other proceeding arising out of or relating to this Note and each Party
irrevocably agrees that all claims and demands in respect of any such action,
suit or proceeding may be heard and determined in any such court and irrevocably
waives any objection it may now or hereafter have as to the venue of any such
action, suit or proceeding brought in any such court or that such court is an
inconvenient forum. EACH
PARTY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF OR RELATED TO THIS NOTE IN ANY ACTION, PROCEEDING OR
OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY
HERETO.  Whenever possible, each provision of this Note shall
be interpreted in such manner as to be effective and valid under applicable law,
but, if any provision of this Note shall be held to be prohibited or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Note.

           

          7.3           Entire
Agreement; Amendment.  This Note contains the entire
understanding and agreement of the Parties with respect to the matters covered
hereby and, except as specifically set forth herein, neither the Borrower nor
any Holder make any representation, warranty, covenant or undertaking with
respect to such matters, and they supersede all prior understandings and
agreements with respect to said subject matter, all of which are merged
herein.  No provision of this Note may be waived or amended other than
by a written instrument signed by the Borrower and the Holder holding at least a
majority of the principal amount of the Note then held by the Holder. Any
amendment or waiver effected in accordance with this Section shall be binding
upon the Holder (and their permitted assigns) and the Borrower.

           

           

          7.4           Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery, by telecopy, facsimile or electronic mail transmission at the address
or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur.  The addresses for such communications
shall be:

           

          
            	
                    If to the Borrower,
      to:

                  	
                    If to the Holder,
      to:

                  
	 
      	 
      
	
                    CoConnect,
      Inc.

                  	
                    Noctua
      Fund Manager, LLC

                  
	 
      	 
      
	 
      	 
      
	 
      	 
      


          

           

          Any
Party hereto may from time to time change its address for notices by giving
written notice of such changed address to the other Party hereto.

           

          7.5           Waivers.  No
waiver by either Party of any default with respect to any provision, condition
or requirement of this Note shall be deemed to be a continuing waiver in the
future or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of any Party to exercise any right hereunder in any
manner impair the exercise of any such right accruing to it
thereafter.

           

          7.6           Headings.  The
article, section and subsection headings in this Note are for convenience only
and shall not constitute a part of this Note for any other purpose and shall not
be deemed to limit or affect any of the provisions hereof.

           

          7.7           Assignability.  This
Note shall be binding upon the Borrower and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and assigns. This
Note, and all of the terms and conditions described herein, is assignable and
may be transferred sold, or pledged, hypothecated or otherwise granted as
security freely by the Holder. The Borrower may not assign any of its
obligations under this Note without the express written consent of the
Holder.

           

          7.8           No
Third Party Beneficiaries.  This Note is intended for the
benefit of the Parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

           

          7.9           Survival.  The
representations and warranties of the Borrower and the Holder shall survive the
execution and delivery hereof.

           

          7.10           Counterparts.  This
Note may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument and shall become effective when
counterparts have been signed by each Party and delivered to the other Parties
hereto, it being understood that all Parties need not sign the same counterpart.
A facsimile copy of this Note shall have the same legal effect as an original of
the same.

           

          7.11           Severability.  The
provisions of this Note are severable and, in the event that any court of
competent jurisdiction shall determine that any one or more of the provisions or
part of the provisions contained in this Note shall, for any reason, be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision or part of a provision
of this Note and this Note shall be reformed and construed as if such invalid or
illegal or unenforceable provision, or part of such provision, had never been
contained herein, so that such provisions would be valid, legal and enforceable
to the maximum extent possible.

           

          7.12           Further
Assurances.  From and after the date of this Note, upon the
request of the Holder or the Borrower, the Borrower and the Holder shall execute
and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Note

           

          7.13           Shareholder
Status.  The Holder shall not have rights as a shareholder,
including any voting right, of the Borrower with respect to unconverted portions
of this Note. However, the Holder will have all the rights of a shareholder of
the Borrower with respect to the shares of Common Stock to be received by Holder
after delivery by the Holder of a Conversion Notice to the
Borrower.

           

          7.14           Acknowledgments
and Assent.  The Parties individually and collectively
acknowledge that they have been given adequate time to consider this Note and
that they were advised to consult with an independent attorney prior to signing
this Note and that they have in fact consulted with counsel of their own
choosing prior to executing this Note. The Parties agree that they have read
this Note and understand the content herein, and freely and voluntarily assent
to all of the terms herein.

           

           

          ***SIGNATURE
PAGE FOLLOWS***

           

          SIGNATURE
PAGE

           

          IN
WITNESS WHEREOF, the Borrower has signed and sealed this Note and delivered it
as of the date first set forth above.

           

          
            	 
      	
                    COCONNECT,
      INC.

                    A
      Nevada corporation

                     

                     

                     

                     

                  
	 
      	
                    By:

                    Its:

                  


          

           

           

           

          FACSIMILE
COPY OF THIS NOTE SHALL HAVE THE SAME LEGAL EFFECT AS AN ORIGINAL OF THE
SAME.

           

           

           

           

           

          
            LIST
OF EXHIBITS

            


            Exhibit
A............Escrow Agreement

            Exhibit
B............Irrevocable Transfer Agent Instruction Letter

            
              Exhibit
C............Specimen Certificate of Amendment to the Articles of Incorporation
designating the Series A Preferred Stock


            

          

          


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
 

          
            


             

            ESCROW
AGREEMENT

             

            THIS
ESCROW AGREEMENT (the “Agreement”)
is dated as of _______, _____ by and among (i) CoConnect, Inc., a Nevada
corporation (the "Company”),
(ii) Noctua Fund Manager, LLC, a Delaware limited liability company (“NFM”),
and (iii) Action Stock Transfer Corporation (the “Escrow
Agent”) (The Company, NFM and the Escrow Agent may hereinafter be
referred to individually as a “Party”
and collectively as the “Parties”).

             

            RECITALS

             

            WHEREAS,
on or about ________, ______, the Company issued NFM  a convertible
promissory note in the amount of $__________ (the “Note,”
a copy of which has been attached hereto as Exhibit
A) (Capitalized terms used and not otherwise defined herein that are
defined in the Note shall have the meanings given to such terms in the
Note);

             

            WHEREAS,
pursuant to the terms of the Note, the Company is required to reserve three
times the number of shares of Common Stock convertible under the Note as of the
Issuance Date equal to __________________ shares of Common Stock (the “Escrow
Pool”) which shall be held in the Company’s name and disbursed to NFM
pursuant to the terms of this Agreement and the Note; and

             

            WHEREAS,
the Note may be converted, in whole or in part, at the sole discretion of NFM,
into shares of the Company’s common stock from the shares held in the Escrow
Pool (such converted shares being the “Conversion
Shares”) pursuant to the terms of this Agreement and the
Note;

             

            AGREEMENT

             

            NOW,
THEREFORE, in consideration of the mutual covenants and other agreements
described in this Agreement and the Note, and for good and valuable
consideration, receipt of which is hereby acknowledged, the Parties hereby agree
as follows:

             

            ARTICLE
I

             

            GENERAL
TERMS

             

            1.1           Company
Reservation.  The Escrow Agent shall reserve from the Company’s
treasury the Escrow Pool which shall be reserved for the benefit of NFM and held
in escrow pursuant to the terms of the Agreement and Note. In the event the
shares held in the Escrow Pool are exhausted through conversion of the Note and
any principal or interest under the Note remains outstanding, from time to time
and upon sole demand by the NFM and with no further consent needed from the
Company, the Company’s transfer agent shall issue into the Escrow Pool
additional shares such that the number of shares in the Escrow Pool as of such
demand date maintains the three times multiple described
above.

             

            1.2           Intention
to Restrict Issuance of the Escrow Pool.  The Company intends
that Escrow Pool shall be reserved by the Escrow Agent pursuant to this
Agreement and the Note. The Company hereby instructs the Escrow Agent to reserve
the Escrow Pool as security pursuant to the terms of the Note and acknowledges
these shares may not be issued for any other purpose other than pursuant to the
Note at the instruction of NFM.

             

            1.3           Escrow
Agent Deliveries.  The Escrow Agent shall hold and release the
Escrow Pool only in accordance with the terms and conditions of this Agreement
and the Note.

             

            1.4           Escrow
Agent
Compensation.                                                            The
Escrow Agent’s compensation for acting as escrow agent pursuant to the terms of
this Agreement shall consist of their normal transfer fees associated with the
issuance of shares pursuant to this Agreement. The Escrow Agent shall receive an
initial non-refundable deposit of $200 which shall be held by the Escrow Agent
and credited against any subsequent issuance of Conversion
Shares.

             

            1.5           Ownership
and Dispositive Rights. All shares held in the Escrow Pool shall be
issued and held in the name of CoConnect, Inc. and shall deemed owned and under
the voting control of the Company until or if released (and, once released,
deemed owned by the person to whom released) from escrow, for purposes of
Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended. No
other documentation, including, but not limited to a stock power, from any other
party, including the Company, other than a Conversion Demand (as defined below)
shall be required for the issuance of Conversion Shares as described in this
Agreement.

             

            1.5           Maximum
Conversion.  NFM shall not be entitled to the issuance of any
Conversion Shares which would result in beneficial ownership by NFM and its
affiliates of more than 4.99% of the outstanding shares of the Company’s common
stock on any conversion date. For the purposes of this Section, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder.  Subject to the foregoing, NFM shall not be limited to
aggregate conversions of only 4.99% and aggregate conversion by NFM may exceed
4.99%. NFM may waive the issuance limitations described in this Section, in
whole or in part, upon and effective after 61 days prior written notice to the
Company.

             

            ARTICLE
II

            RELEASE
OF CONVERSION SHARES

             

            2.1           Disbursement
of Conversion Shares.  The Conversion Shares may be utilized to
pay down the Note. In the event NFM elects to use such Conversion Shares to
reduce the Note, the Escrow Agent shall release the Conversion Shares from the
Escrow Pool upon NFM’s delivery to the Escrow Agent of a notice of conversion (a
“Conversion
Demand” a form of which has been attached hereto as Exhibit
B) which shall state: (i) the amount of the NFM Note being converted;
(ii) the Conversion Price; (iii) the number of Conversion Shares being converted
from the Escrow Pool; and (iv) the current balance of the Note remaining after
each Conversion Demand. The Company and the Escrow Agent shall record such
reduction in the Note on their books and records. Such issuance of Conversion
Shares pursuant to a Conversion Demand as described herein shall be at the sole
discretion of NFM and shall require no action on the part of the Company or any
other party.

             

            2.2           Acknowledgement
of NFM, the Company and Escrow Agent;
Disputes.     The Parties acknowledge that the
only terms and conditions upon which the Escrow Pool are to be released are set
forth in this Agreement.  The Parties reaffirm their agreement to
abide by the terms and conditions of this Agreement with respect to the release
of the Conversion Shares from the Escrow Pool. Any dispute with respect to the
release of Escrow Pool shall be resolved pursuant to this Agreement or by
written agreement between NFM and the Company.

             

            2.3           Continuity
of Escrow Agent
Relationship.                                                                           As
long as any of the shares underlying the Escrow Pool remain in escrow for NFM’s
benefit under this Agreement, the Company hereby warrants and represents they
will not terminate, and pursuant to the terms of this Agreement, shall not be
entitled to terminate, their relationship with the Escrow Agent without prior
written consent of NFM.  This Section 2.3 shall survive and supercede
any prior agreements between the Escrow Agent and the Company or any other
party.

             

            ARTICLE
III

            CONCERNING
THE ESCROW AGENT

             

            3.1           Escrow
Agent Fees.  Any Escrow Agent fees associated with the issuance
of Conversion Shares hereunder shall be due and payable to the Escrow Agent by
the Company.

             

            3.2           Duties
and Responsibilities of the Escrow Agent.  The Escrow Agent's
duties and responsibilities shall be subject to the following terms and
conditions:

             

            (a)           The
Parties acknowledge and agree that the Escrow Agent (i) once in receipt of a
Conversion Demand from NFM, shall not be responsible for or bound by, and shall
not inquire into whether NFM is entitled to receipt of Conversion Shares
pursuant to any other agreement or otherwise; (ii) shall be obligated only for
the performance of such duties as are specifically assumed by the Escrow Agent
pursuant to this Agreement; (iii) may rely on and shall be protected in acting
or refraining from acting upon any written notice, including notice by facsimile
transmission, instruction, instrument, statement, request or document furnished
to it hereunder and believed by the Escrow Agent in good faith to be genuine and
to have been signed or presented by the proper person or Party, without being
required to determine the authenticity or correctness of any fact stated therein
or the propriety or validity or the service thereof; and (iv) may assume that
any person believed by the Escrow Agent in good faith to be authorized to give
notice or make any statement or execute any document in connection with the
provisions hereof is so authorized.

             

            (b)           The
Escrow Agent may at any time resign as Escrow Agent hereunder by giving fifteen
(15) days prior written notice of resignation to NFM and the
Company.  Prior to the effective date of the resignation as specified
in such notice, NFM will issue to the Escrow Agent instructions authorizing
delivery of the Escrow Pool to a substitute Escrow Agent selected by, and in the
sole discretion of NFM.  Only in the event no successor Escrow Agent
is named by NFM, the Escrow Agent may apply to a court of competent jurisdiction
in the State of California  for appointment of a successor Escrow
Agent, and to deposit the Escrow Pool with the clerk of any such
court.

             

            (c)           In
the event of a dispute with respect to entitlement to any properties held by the
Escrow Agent, the Escrow Agent may deposit said disputed properties with the
Courts of the State or California after giving thirty (30) days notice to NFM
and shall be absolved from all further liability with respect
thereto.

             

            (d)           The
provisions of this Section shall survive the resignation of the Escrow Agent or
the termination of this Agreement.

             

            3.3           Dispute
Resolution: Judgments.   If any dispute shall arise with
respect to the delivery, ownership, right of possession or disposition of the
Escrow Pool the Escrow Agent shall continue to follow the terms of the Agreement
and issue the Conversion Shares pursuant to a Conversion Demand unless the
Escrow Agent (i) receives written instructions from NFM, or (ii) deposits the
Escrow Pool with any court of competent jurisdiction in California, in which
event the Escrow Agent shall give thirty (30) days written notice thereof to the
Company and NFM and shall after such period be relieved and discharged from all
further obligations pursuant to this Agreement.

             

            ARTICLE
IV

            GENERAL
MATTERS

             

            4.1           Termination.  This
Agreement shall terminate upon the final release of Conversion Shares sufficient
to satisfy all amount due and owing pursuant to the Note, or at any time upon
written notice by NFM.

             

            4.2           Notices.   All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such Party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be:

             

            
              	
                      If to the Company,
      to:

                      CoConnect,
      Inc.

                       

                    	
                      If to NFM,
      to:

                      Noctua
      Fund Manager, LLC

                       

                       

                       

                       

                       

                    
	
                       

                      If to the Escrow Agent,
      to:

                      Action
      Stock Transfer Corporation

                       

                       

                       

                       

                    	 
      


            

             

            4.3           Assignment;
Binding Agreement.  The rights and obligations pursuant to this
Agreement shall be freely assignable by NFM without the prior written consent of
any other Party.  Except as otherwise provided for herein, the rights
and obligations of the Company and the Escrow Agent pursuant to this Agreement
may not be assigned without prior written consent from NFM.  This
Agreement shall enure to the benefit of and be binding upon the Parties hereto
and their respective legal representatives, successors and assigns.

             

            4.4           Severability.  In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal, or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be in any way impaired thereby, it being
intended that all of the rights and privileges of the Parties hereto shall be
enforceable to the fullest extent permitted by law.

             

            4.5           Indemnification.    The
Company agrees to hold harmless and indemnify the Escrow Agent and/or NFM from
any claims or future claims, as the case may be, related to this Agreement.
Additionally, the Company agrees to reimburse the Escrow Agent and/or NFM
immediately for any and all expenses, including, without limitation, attorney
fees, incurred by the Escrow Agent and/or NFM in connection with investigating,
preparing to defend or defending, or otherwise being involved in, any lawsuits,
claims or other proceedings arising out of or in connection with or relating in
any manner, directly or indirectly, to this Agreement (as defendant, nonparty,
or in any other capacity other than as a plaintiff, including, without
limitation, as a party in an interpleader action). The Company further agrees
that the indemnification and reimbursement commitments set forth in this
paragraph shall extend to any controlling person, strategic alliance, partner,
member, shareholder, director, officer, employee, agent or subcontractor of the
Escrow Agent and/or NFM and their heirs, legal representatives, successors and
assigns. The provisions set forth in this section shall survive any termination
of this Agreement.

             

            4.6           Counterparts/Execution.  This
Agreement may be executed in any number of counterparts and by different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument.  This Agreement may be executed by facsimile
transmission and delivered by facsimile transmission.

             

            4.7           Entire
Agreement.  This Agreement along with Note constitute the
entire agreement between the Parties hereto pertaining to the Escrow Pool and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the Parties. There are no warranties,
representations and other agreements made by the Parties in connection with the
subject matter hereof except as specifically set forth in this Agreement and the
Note.

             

            4.8           Waivers
and Amendments.  This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by all Parties, or, in the
case of a waiver, by the Party waiving compliance.  Except as
expressly stated herein, no delay on the part of any Party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any Party of any right, power or privilege hereunder
preclude any other or future exercise of any other right, power or privilege
hereunder.

             

            4.9           Headings.  The
division of this Agreement into articles, sections, subsections and paragraphs
and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of this
Agreement.

             

            4.10           Law
Governing this Agreement.  This Agreement shall be governed by
and construed in accordance with the laws of the State of California without
regard to principles of conflicts of laws.  Any action brought by any
Party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of California located inSan
Diego County. All
Parties and the individuals executing this Agreement agree to submit to the
jurisdiction of such courts and waive trial by jury. The prevailing party
shall be entitled to recover from the other Party its reasonable attorney's fees
and costs. In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law.  Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any
agreement.

             

            4.11           Specific
Enforcement, Consent to Jurisdiction.  The Parties acknowledge
and agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached.  It is accordingly agreed
that the Parties shall be entitled to an injuction or injunctions to prevent or
cure breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof or thereof, this being in addition to any other
remedy to which any of them may be entitled by law or equity. The Parties hereby
waives, and agrees not to assert in any such suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of such court, that
the suit, action or proceeding is brought in an inconvenient forum or that the
venue of the suit, action or proceeding is improper.  Nothing in this
Section shall affect or limit any right to serve process in any other manner
permitted by law.

             

             

            ***SIGNATURE
PAGE FOLLOWS***

             

             

             

            SIGNATURE
PAGE

             

            IN
WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and
year first written above.

             

             

            
              	
                      COMPANY:

                       

                      CoConnect,
      Inc.

                       

                       

                       

                      ___________________________

                      By:

                      Its:

                       

                       

                    	
                      NFM:

                       

                      Noctua
      Fund Manager, LLC

                       

                       

                       

                      ___________________________

                      By:

                      Its:

                       

                    
	
                      ESCROW
      AGENT

                       

                      Action
      Stock Transfer Corporation

                       

                       

                      ___________________________

                      By:

                      Its:

                    	 
      


            

             

             

            A FACSIMILE COPY OF THIS AGREEMENT
SHALL HAVE THE SAME LEGAL EFFECT AS AN ORIGINAL OF THE
SAME.

             

             

             

             

             

            EXHIBIT
A

             

            Note

             

             

             

             

            EXHIBIT
B

             

            Form
of Conversion Demand

             

            Dated
_______________

             

            Pursuant
to the terms of the Note and Escrow Agreement (collectively the “Agreements”)
by and between (i) CoConnect, Inc., a Nevada corporation ("CCON"),
(ii) Noctua Fund Manager, LLC, a Delaware limited liability company (“NFM”),
and (iii) Action Stock Transfer Corporation (the “Escrow
Agent”), copies of which have already been delievered the Escrow Agent’s
offices, NFM hereby demands the issuance of ____________ shares of CCON’s common
stock (the “Conversion
Shares”) pursuant to the Agreements. The Conversion Shares are to be
issued via immediate mail delivery or, if applicable, via DWAC transfer as
follows:

             

            Account
No.:

            Broker:

            Clearing
Firm:                                                                

            Clearing
Firm DTC No.:

            Issuer
Name:

            Issuer
CUSIP No.

             

            
              	
                      Amount
      of Note converted...........................

                    	
                      $

                    
	
                       

                      Conversion
      Price.............................................................

                    	
                       

                      $

                    
	
                       

                      Number
      of Conversion Shares to be Issued.............................

                    	 
      
	
                       

                      Remaining
      Note balance...........................................

                    	
                       

                      $

                    


            

             

             

            Regards,

             

            Noctua
Fund Manager, LLC

             

             

             

            _________________________

            By:

            Its:

             



           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
 

        

        
          IRREVOCABLE
TRANSFER AGENT INSTRUCTIONS

          


          
 

          Action
Stock Transfer Corporation

          Attn:
Justeene Blankenship

          7069 S.
Highland Dr., Suite 300

          Salt Lake
City, UT 84121

          


          


          Dear
Ms. Blankenship

           

          Reference
is made to the Convertible Promissory Note (the “Note,”
a copy of which has been attached hereto as Exhibit
A) dated as of ___________, 2010 by and among CoConnect, Inc., a Nevada
corporation (the “Company”)
and Noctua Fund Manager, LLC, a Delaware limited liability company (“NFM”).
Pursuant to the terms of the Note, NFM is entitled to shares of the Company’s
common stock (the “Conversion
Shares”) held in escrow pursuant to the related escrow agreement (the
“Escrow
Agreement”) upon conversion of the Note. This letter shall serve as our
irrevocable authorization and direction to you (provided that you are the
transfer agent of the Company at such time, or to the transfer agent of record
at such time) to issue any Conversion Shares to or upon the order of NFM from
time to time, pursuant to the terms of the Note.

           

          In
addition, pursuant to the terms of the Note and Escrow Agreement, the Company is
required to reserve in escrow, free of preemptive rights and other similar
contractual rights of stockholders, three times the number of shares of the
Company’s common stock convertible under the Note as of the Issuance Date equal
to __________________ shares of common stock (the “Escrow
Pool”). In the event the shares held in the Escrow Pool are exhausted
through conversion of the Note and any principal or interest under the Note
remains outstanding, from time to time and upon sole demand by NFM and with no
further consent needed from the Company, the Company’s transfer agent is
required to issue into the Escrow Pool additional shares such that the number of
shares in the Escrow Pool as of such demand date maintains the three times
multiple described above. This letter shall serve as our irrevocable
authorization and direction to you (provided that you are the transfer agent of
the Company at such time, or to the transfer agent of record at such time) to
issue such additional shares into escrow described herein upon the order of NFM
from time to time, pursuant to the terms of the Note and the Escrow
Agreement.

           

          In
connection with the Conversion Shares, so long as you have previously received
written confirmation from counsel to the Company or
NFM that (a) a registration statement covering resale of Conversion Shares has
been declared effective by the United States Securities and Exchange Commission
under the Securities Act of 1933, as amended (the “1933
Act”), or (b) the Conversion may be sold pursuant to Rule 144 or any
other such exemption of the 1933 Act, then certificates representing the
Conversion Shares shall not bear any legend restricting transfer of the
Conversion Shares and should not be subject to any stop-transfer
restriction.

           

          Please
be advised that NFM is relying upon this letter as an inducement to enter into
the Note and, accordingly, NFM is a third party beneficiary to these
instructions.

           

          Please
execute this letter in the space indicated to acknowledge your agreement to act
in accordance with these instructions.

           

          Very
truly
yours,                                                                   Acknowledged,
agreed and accepted:

           

          
            	
                    CoConnect,
      Inc.

                     

                     

                     

                    ____________________________________

                    By:.

                    Its:

                  	
                    Action
      Stock Transfer Corporation

                     

                     

                     

                    __________________________________

                    By:

                    Its:

                  


          

           

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          
 

          
            CERTIFICATE
OF AMENDMENT

            TO
THE

            ARTICLES
OF INCORPORATION

            OF

            COCONNECT,
INC.

            A
Nevada Corporation

            


            COCONNECT,
INC., a Nevada corporation (the “Corporation”)
organized and existing under and by virtue of the provisions of the Nevada
Revised Statutes of the State of Nevada (the “NRS”)
DOES HEREBY CERTIFY:

             

            Pursuant
to the NRS, the Board of Directors of the Corporation hereby files this
Certificate of Amendment to the Articles of Incorporation (the “Certificate”)
and amends Article Three as follows:

             

            RESOLVED,
that the Articles of Incorporation of this corporation be amended as
follows:

             

            ARTICLE
THREE. [CAPITAL STOCK].

             

            3.1           Authorized
Capital Stock.  The aggregate number of shares which this
Corporation shall have authority to issue is Ten Billion (10,000,000,000)
shares, consisting of (a) Nine Billion Nine Hundred and Ninety Nine Thousand
(9,999,000,000) shares of common stock, par value $0.001 per share (the “Common
Stock”) and (b) One Million (1,000,000) shares of preferred stock, par
value $0.001 per share (the “Preferred
Stock”), issuable in one or more series as hereinafter provided. A
description of the classes of shares and a statement of the number of shares in
each class and the relative rights, voting power, and preferences granted to,
and restrictions imposed upon, the shares of each class are as
follows:

             

            3.2           Common
Stock. Each outstanding share of Common Stock of the Corporation shall be
entitled to one vote and each fractional share of Common Stock shall be entitled
to a corresponding fractional vote on each matter submitted to a vote of the
shareholders.  A majority of all shares of stock, both Common Stock
and Preferred Stock, entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. Except as otherwise provided
by these Articles of Incorporation or the NRS, if a quorum is present, the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders.
Cumulative voting shall not be allowed in the election of directors of the
Corporation.

             

            3.3           Preferred
Stock. Shares of Preferred Stock may be issued in any number of series
from time to time by the Board of Directors, subject to the rights of any
holders of Preferred Stock as described herein, and the Board of Directors,
pursuant to the Corporation’s Articles of Incorporation and Bylaws, is expressly
authorized to fix by resolution or resolutions the designations and the voting
powers, preferences, rights and qualifications, limitations or restrictions
thereof, of the shares of each series of Preferred Stock. The voting powers,
designations, preferences, and relative, participating, optional, or other
rights, if any, and the qualifications, limitations, or restrictions, if any, of
the preferred stock, in one or more series, shall be as follows:

             

            A.           Series
A Preferred Stock. The Corporation is
authorized to issue up to One Million (1,000,000) shares of Preferred Stock. One
Hundred Thousand (100,000) shares of the authorized and unissued Preferred Stock
of the Corporation are hereby designated “Series
A Preferred Stock” with the following rights, preferences, privileges and
restrictions, qualifications and limitations.

             

            1.           Voting
Rights.  The holders of the Series A Preferred Stock (the
“Series
A Holders”), shall be entitled to notice of any stockholders’ meeting and
to vote as a single class upon any matter submitted to the stockholders for a
vote as follows: the Series A Holder shall have such number of votes as is
determined by multiplying (a) the number of shares of Series A Preferred Stock
held by such holder, (b) the number of issued and outstanding shares of the
Corporation’s Series A Preferred Stock, any other series of Preferred Stock and
Common Stock on a Fully-Diluted Basis1 as of the record date for the vote, or, if no
such record date is established, as of the date such vote is taken or any
written consent of stockholders is solicited, and (c) 0.000006. Such voting
calculation is hereby authorized by the Corporation and the Corporation
acknowledges such calculation may result in the total number of possible votes
cast by the Series A Holders and all other classes of the Corporation’s stock in
any given voting matter exceeding the total aggregate number of shares which
this Corporation shall have authority to issue. 

            
               

              1          “Fully-Diluted
Basis” shall mean the total number of issued and outstanding shares of
Common Stock calculated to include the shares of Common Stock issuable upon
exercise and/or conversion of all of the following outstanding: (a) securities
convertible into or exchangeable for Common Stock, whether or not then
convertible or exchangeable (collectively, “Convertible
Securities”), (b) subscriptions, rights, options and warrants to purchase
shares of Common Stock, whether or not then exercisable (collectively, “Options”),
and (c) securities convertible into or exchangeable or exercisable for Options
or Convertible Securities and any such underlying Options and/or Convertible
Securities.

               

            

            2.          Liquidation
Rights.

             

            a.           Liquidation.  In
the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary (a “Liquidation”),
the assets of the Corporation available for distribution to its stockholders
shall be distributed as follows:

             

            i.           The
Series A Holders shall be entitled to receive, prior to the holders of all other
series of Preferred Stock and Common stock and prior and in preference to any
distribution of the assets or surplus funds of the Corporation to the holders of
any other shares of stock of the corporation by reason of their ownership of
such stock, an amount equal to $1.25 per share.

             

            ii.           If
upon occurrence of a Liquidation the assets and funds thus distributed among the
Series A Holders shall be insufficient to permit the payment to such holders of
the full preferential amount, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed among the
Series A Holders ratably in proportion to the full amounts to which they would
otherwise be respectively entitled.

             

            iii.           After
payment of the full amounts to the Series A Holders as set forth herein, any
remaining assets of the Corporation shall be distributed pro rata to the holders
of any other Preferred Stock and then Common Stock (in the case of the Preferred
Stock, on an “as converted” basis into Common Stock).

             

            For
purposes of this Section , and unless a majority of the Series A Holders
affirmatively vote or agree by written consent to the contrary, a Liquidation
shall be deemed to include: (i) the acquisition of the Corporation by another
entity by means of any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation) and; (ii) a
sale of all or substantially all of the assets of the Corporation, unless the
Corporation’s stockholders of record as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Corporation’s acquisition or sale
or otherwise) hold at least fifty percent (50%) of the voting power of the
surviving or acquiring entity. If any of the assets of the Corporation are to be
distributed other than in cash under this Section, then the Board of Directors
of the Corporation shall promptly engage independent competent appraisers to
determine the value of the assets to be distributed to the holders of Preferred
Stock or Common Stock. The Corporation shall, upon receipt of such appraiser’s
valuation, give prompt written notice to each holder of shares of Preferred
Stock or Common Stock of the appraiser’s valuation.

             

            3.           Series
A Protective Provisions.   In addition to any other rights
provided by law, at any time any shares of Series A Preferred Stock are
outstanding, as a legal party in interest, the Corporation, through action
directly initiated by the Corporation’s Board of Directors or indirectly
initiated by the Corporation’s Board of Directors through judicial action or
process, including any action by common shareholders, shall not, either directly
or indirectly by amendment, merger, consolidation or otherwise, take any of the
following actions without first obtaining the affirmative written consent of
100% of the Series A Holders:

             

            a.           provide
any Series A Holder or its agents or counsel with any information that the
Borrower believes constitutes material non-public information, unless prior
thereto such Series A Holder shall have, initially and separate from the content
of such material non-public information, executed a written agreement regarding
the confidentiality and use of such information.  In the event such
information is disclosed to a Series A Holder, the Corporation shall publicly
disclose such information in a Form 8-K filed with the United States Securities
and Exchange Commission (the “SEC”)
within four days of the disclosure of such information.;

             

            b.           amend,
alter or repeal any provision of the Articles of Incorporation, this Certificate
or Bylaws of the Corporation;

             

            c.           alter
the Corporation’s capital structure in any way, including but not limited to, a
reverse or forward split of its Common Stock or increase or decrease in the
total number of shares authorized in the Corporation’s treasury;

             

            d.           declare
or pay any dividends or make any distributions to any holder(s) of Common Stock
or other equity security of the Corporation or purchase or otherwise acquire for
value, directly or indirectly, any Common Stock or other equity security of the
Corporation;

             

            e.           sell,
transfer or otherwise dispose of any properties, assets and rights including,
without limitation, its intellectual property;

             

            f.           issue
any additional securities, including any class of common or preferred
shares;

             

            g.           issue
any debt instrument or any other securities (or otherwise enter into agreements
to issue any securities including the issuance of any form of option agreement,
issuance of options or warrants);

             

            h.           alter
either the number of seats available on the Board of Directors or the membership
of the Board of Directors as of the date of this Certificate, either through
action by the Board of Directors itself or shareholder consent; or

             

            i.           initiate
any action with a regulatory, governmental, administrative, judicial entity or
individual in an attempt to abrogate or diminish in any way the rights,
preferences and privileges of these Series A Preferred Stock.

             

             

            4.           Transfer
Agent.  The Corporation’s current transfer agent is Action
Stock Transfer Corporation. So long as any shares of Series A Preferred Stock
remain outstanding, the Corporation shall not change transfer agents without the
express written consent of 100% of the Series A Holders..

             

            5.           Re-issuance.  No
share or shares of Series A Preferred Stock acquired by the Corporation by
reason of conversion, redemption or otherwise shall be reissued as Series A
Preferred Stock, and all such shares thereafter shall be returned to the
Corporation’s treasury under the status of undesignated and un-issued shares of
Preferred Stock of the Corporation.

             

            6.           Notices.
Unless otherwise specified in the Corporation’s Certificate of Incorporation or
Bylaws, all notices or communications given hereunder shall be in writing and,
if to the Corporation, shall be delivered to it as its principal executive
offices, and if to any holder of Series A Preferred Stock, shall be delivered to
it at its address as it appears on the stock books of the
Corporation.

             

            7.           Transfer
Agent Notice.   The Corporation shall immediately, upon
filing of this Certificate of Amendment, provide its transfer agent with copies
of this Certificate of Amendment and notify its transfer agent of all rights,
conditions, terms and requirements hereunder. In the event the Corporation
changes transfer agents following the filing of this Certificate of Amendment,
any new transfer agent shall immediately receive copies of these Articles and be
notified of all rights, conditions, terms and requirements
hereunder.

             

            8.           Severability.  If
any word, phrase, provision or clause of this Certificate is deemed to be
invalid, illegal, or unenforceable, only specific content shall be deemed
stricken from this Certificate and all remaining language, content, rights,
restrictions and privileges of this Certificate shall remain in
effect.  If any word, phrase, provision or clause of this Certificate
is inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.

             

            *     *     *

             

             IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to
the Articles of Incorporation of CoConnect, Inc. on __________,
20__.

             

             

            
              	 
      	
                      COCONNECT,
      INC.

                       

                       

                       

                       

                    
	 
      	
                      By:

                      Its:

                    


            

             

             

             

             

            
 

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

          
 

          
            


            IRREVOCABLE
TRANSFER AGENT INSTRUCTIONS

            


            


            Action
Stock Transfer Corporation

            Attn:
Justeene Blankenship

            7069 S.
Highland Dr., Suite 300

            Salt Lake
City, UT 84121

            


            


            Dear
Ms. Blankenship

             

            Reference
is made to the Advisory Services Agreement (the “Agreement,”
a copy of which has been attached hereto as Exhibit
A) dated as of November 15, 2009 by and among CoConnect, Inc., a Nevada
corporation (the “Company”)
and Noctua Fund Manager, LLC, a Delaware limited liability company (“NFM”)
in which the Company has agreed to compensate NFM with certain Fees and/or the
issuance of a Note (Capitalized terms not defined herein shall have the meanings
provided for in the Agreement).

             

            Pursuant
to the terms of the Agreement, until such time as the Fees are paid in full, in
the event the Company takes any corporate action included in Section 4(c) of the
Agreement, including but not limited to amending it’s Articles of Incorporation,
designating any new class of stock, affecting a reverse split of its stock,
affecting a forward split of its stock or altering its capital structure in any
way, shape or form (the “Corporate
Actions”), the Company is required to designate a preferred class of
stock (the “Series
A Preferred Stock”) with such rights, powers, privileges and preferences
as outlined in the specimen Certificate of Amendment to the Articles of
Incorporation designating the Series A Preferred Stock attached hereto as Exhibit
B, and immediately issue 100,000 shares of the Series A Preferred Stock
(which shall represent 100% of the Series A Preferred Stock authorized, issued
and outstanding) to NFM who shall hold such shares until the Fees and/or Note
are paid in full.

             

            In
addition, pursuant to the same Section 4(c), the transfer agent shall,
immediately upon demand by the NFM, provide NFM information regarding the
Company’s capital structure and stock issuance history, including, but not
limited to: (i) the number of shares of common stock authorized, issued and
outstanding; (ii) the number of shares of preferred stock authorized, issued and
outstanding; and (iii) a complete issuance history of any class of stock and for
any period so requested.

             

            This
letter shall serve as our irrevocable authorization and direction to you
(provided that you are the transfer agent of the Company at such time and if
not, then such instruction shall be directed to the Company’s transfer agent at
such time), to: (i) refuse to enact any of the Corporate Actions until such time
as the Company designates the Series A Preferred Stock with the Nevada Secretary
of State and issues the Series A Preferred Stock to NFM; and (ii) provide NFM
with any of the information regarding the Company’s capital structure and
issuance history as outlined above.

             

            Please
be advised that NFM is relying upon this letter as an inducement to enter into
the Agreement and, accordingly, NFM is a third party beneficiary to these
instructions.

             

            Please
execute this letter in the space indicated to acknowledge your agreement to act
in accordance with these instructions.

             

            Very
truly
yours,                                                                   Acknowledged,
agreed and accepted:

             

            
              	
                      CoConnect,
      Inc.

                       

                       

                       

                      ____________________________________

                      By:
      Brad Bingham, Esq.

                      Its:  Interim
      Chief Executive Officer

                    	
                      Action
      Stock Transfer Corporation

                       

                       

                       

                      __________________________________

                      By:
      Justeene Blankenship

                      Its:
      President