Amendment
      No. 2 to Convertible Promissory Note 

    


    The
      Convertible Promissory Note (the “Note”) dated August 12, 2005, made in favor of
      Tryant LLC, a Delaware limited liability company (the “Tryant”) by Fuel
      Corporation of America, Inc. n/k/a flexSCAN, Inc. (the “Company”) and flexSCAN,
      Inc., n/k/a flexPlus, Inc. jointly and severally, in the principal amount of
      Two
      Hundred Fifty -Five Thousand ($255,000) (the “Principal Amount”), as amended by
      Amendment to Convertible Promissory Note dated November 15, 2005 (the “November
      Amendment”), is hereby further amended to provide as follows: 

    


    	1.  	
            The
              Company acknowledges it has defaulted on its obligations to pay the
              outstanding amounts pursuant to the Note and the November Amendment
              (the
              “Outstanding Amounts”). 

          


    


    	2.  	
            As
              payment and in full satisfaction of the Outstanding Amounts, the Company
              hereby agrees to pay a minimum of $120,000 (the “Minimum Payment”) within
              five business days of its receipt of its next traunche of financing
              or, in
              any event, not later than April 30, 2006, with minimum monthly payments
              of
              $10,000, thereafter, on the 15th
              day of each month until the Outstanding Amounts are paid in full.
              Notwithstanding the foregoing, if the Company shall receive capital
              in
              excess of $750,000, in one transaction, the Company shall pay the entire
              balance of the Outstanding Amounts within five (5) days of its receipt
              of
              such funding.

          


     

    	3.  	
            In
              the event of a default pursuant to the terms of the Note, the Company
              shall have five (5) business days within which to cure such default.
              

          


    


    	4.  	
            Paragraph
              3 of the November Amendment which grants certain registration rights
              to
              the Tryant is hereby amended to read as
              follows:

          


    


    “The
      Company hereby agrees to file a Registration Statement (the “Registration
      Statement”) to register the shares of the Company’s Common Stock held by the
      Holder and/or its designees, including Common Stock that the Company issued
      as a
      result of Tryant’s execution of the warrant dated August 12, 2005 (the
“Warrant”) for 1,555,556 shares (“Warrant Shares”) in October 2005, and any
      other of the Company’s shares that are issuable to the Holder (all “Registrable
      Securities”) within 60 days from the closing of the next financing or 60 days
      from April 30, 2006, whichever is earlier. The Company shall use its reasonable
      best efforts to cause the Registration Statement to be declared effective under
      the Securities Act of 1933, as amended, within ninety (90) days after the filing
      of the Registration Statement.” 

    


    
      
         

      

      
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    	5.  	
            (a)    In
              the event of a failure of the Company to make the Minimum Payment,
              on or
              before April 30, 2006, as provided in paragraph 2 of this Amendment,
              the
              Company hereby agrees to use its best efforts to cause the rescission
              of
              the reverse merger between the Company and its operating subsidiary,
              flexPLUS, Inc., a Delaware corporation (“Subsidiary”) on or before July
              15, 2006 (“Rescission”). Such actions include, without limitation,
              preparing and filing all appropriate securities documents such as a
              Proxy
              Statement on Schedule 14A, drafting and negotiating an exchange agreement
              between the Company and the former shareholders of the Company, executing
              resignations of Company’s current officers and directors, and appointing
              Tryant’s designees as directors and officers of Company. The parties shall
              cause Subsidiary’s creditors to release Company from all Subsidiary’s
              liabilities and Subsidiary shall indemnify Company for such
              liabilities. The parties shall take all actions necessary to return
              each party to its original position, as if the reverse merger had not
              been
              effected, including the return of funds paid by Subsidiary to Tryant,
              less
              Tryant’s reasonable expenses and all accrued interest on the Note, and the
              extinguishment of any debt owed to Tryant by the Company or the
              Subsidiary. The parties agree that the rescission may be structured
              as an
              asset sale, stock sale, or merger at Tryant’s
              request.

          


    


    (b)    In
      order
      to effect such Rescission, each of the undersigned stockholders, who in the
      aggregate hold a majority of the Company’s issued and outstanding shares, hereby
      irrevocably constitutes and appoints Tryant as his, her or its attorney and
      proxy in accordance with Delaware General Corporation Law, with full power
      of
      substitution and resubstitution, to cause each such stockholder's shares to
      be
      counted as present at any Company Stockholders Meetings to vote his, her or
      its
      shares at any Company stockholders' Meeting, however called, and execute
      consents in respect of his, her or its shares solely in connection with the
      Rescission, as more fully described in paragraph (a) of this Section 5 of this
      Amendment. The Stockholder hereby revokes all other proxies and powers of
      attorney with respect to his, her or its Shares that he, she or it may have
      heretofore appointed or granted, and no subsequent proxy or power of attorney
      shall be granted, in each case to the extent such prior or subsequent proxies
      or
      powers of attorney would prevent the Stockholder from complying with such
      Stockholder's obligations under this paragraph (a) of this Section 5 of this
      Amendment. This proxy and power of attorney shall be limited and is granted
      solely for the purpose of effecting the Rescission. 

    


    
      
         

      

      
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    	6.  	
            Except
              as amended hereby, the terms of the Note and the November Amendment
              shall
              remain in full force and effect and shall continue to be the binding
              and
              legal obligation of the parties.

          


    


    	7.  	
            This
              Amendment may be executed in two or more counterparts, and by different
              parties hereto on separate counterparts, each of which shall be deemed
              an
              original, but all of which together shall constitute one and the same
              instrument. This Agreement may be executed by facsimile with original
              signatures to follow 

          


    


    


    


    [Signature
      page follows]

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment or caused
      this
      Amendment to be executed by their duly authorized representatives as of the
      23rd
      day of
      March 2006. 

    


    
      	 	 	 
	 	Tryant
              LLC, a
              Delaware limited liability company
	 
 	 
 	 
 
	 	By:  	/s/
              Jeff
              Jenson
	 	
              

            


    

    
      	 	 	 
	 	flexSCAN,
              Inc., a Nevada corporation
	 
 	 
 	 
 
	 	By:  	/s/
              Thomas Banks 
	 	
              

            


    

    
      	 	 	 
	 	flexPLUS,
              Inc., a
              Delaware corporation
	 
 	 
 	 
 
	 	By:  	/s/
              Thomas Banks
	 	
              

            
	 	 


    

     

    
      	 	 	Stockholders:  
	 	 	Solely with respect to Paragraph
              5(b). 
	 	 
	 
 	 
 	 
 
	 	  	/s/
              Thomas Banks
	 	
              

            


    

    
      	 	 	 
	 
 	 
 	 
 
	 	  	/s/
              J. Melinda Richards
	 	
              
Thomas
              Banks and J. Melinda Richards,
	 	Tenants
              in Common


      	 	 	 
	 
 	 
 	 
 
	 	 	/s/
              Michael Reynolds
	 	
              
Michael
              Reynolds
	 	 




    
      
         

      

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