<PAGE>

  THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR
PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.

$100,000 October ______, 2001

                                 SHARECOM, INC.
                         CONVERTIBLE 10% PROMISSORY NOTE

For value received, Sharecom, Inc., a Nevada corporation ("Corporation")
promises to pay to Virginia M. Amendola or her assigns ("Holder"), the principal
sum of ONE HUNDRED THOUSAND and No/100 DOLLARS ($100,000), together with all
accrued and unpaid interest thereon as set forth below.

I. Interest, Maturity, Payment Terms. Interest on the unpaid principal balance
of this Note shall accrue at the rate of ten percent (10%) per annum compounded
monthly (the "Interest Rate") commencing on the date hereof, and shall be
payable monthly on the first day of each month beginning November 1, 2001 thru
January 1, 2002. Thereafter, said principal and interest shall be amortized over
a three year period in equal, consecutive monthly installments with the first
monthly installment of $3,226.72 due on February 1, 2002 and monthly
installments due on the first day of each month thereafter, with the entire
unpaid balance due and payable on or before January 1, 2003 (the "Maturity
Date"). The Corporation shall have no right of prepayment on this Note. 1.


1. Conversion

a. Conversion Price. So long as it remains unpaid, this Note may be
converted into Common Stock, in whole or in part, at any time prior to the
Maturity Date by written notice by the Holder to the Corporation, into the
number of shares of Common Stock (the "Conversion Shares") that represents a 10%
ownership of the Common Stock of the company' issued and outstanding as

<PAGE>

of the date of conversion multiplied by a fraction, the numerator of which shall
be the outstanding principal balance and all accrued and unpaid interest on the
Note which is intended to be converted and the denominator of which shall be
$100,000, provided however, any shares of Common Stock sold after the date
hereof at a consideration of at least $.015 per share shall not be deemed to be
issued and outstanding for purposes of this calculation.

b. Fractional Shares. No fractional shares of Common Stock shall be issued upon
conversion of this Note. If the conversion would result in the issuance of any
fractional shares, the Corporation shall, in lieu of issuing any fractional
share, pay the Holder a sum in cash equal to the fair market value of any such
fractional interest as determined in good faith by the Corporation.

a. Mechanics. If the Holder wishes to convert the Note at any time prior to the
Maturity Date, written notice shall be given by the Holder to the Corporation at
the place where the principal executive office of the Corporation is located,
notifying the Corporation of the Holder's intent to convert this Note,
specifying the principal amount of the Note and accrued and unpaid interest
eligible to be converted or paid, the expected date of such conversion or
payment, and representing that the Holder will surrender this Note to the
Corporation in exchange for Conversion Shares or payment as provided herein, in
the manner and at the place designated by the Corporation. As promptly as
practicable after the conversion of this Note, but in no event more than 10 days
after surrender of the Note, a certificate or certificates for the number of
full shares of equity securities issuable upon such conversion.

a. Restrictive Legend. Each Conversion Share issued upon conversion of this Note
shall bear a legend containing the following words:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH SUCH ACT."

The requirement that the above legend be placed upon certificates evidencing any
such securities shall cease and terminate upon the earliest of the following
events: (i) when such shares are transferred in an underwritten public offering,
(ii) when such shares are transferred pursuant to Rule 144 under the Securities
Act of 1933, as amended ("Securities Act") or (iii) when such shares are
transferred in any other transaction if the seller delivers to the Corporation
an opinion of its counsel, which counsel and opinion shall be reasonably
satisfactory to the Corporation, or a "no-action" letter from the Staff of the
Securities and Exchange Commission, in either case to the effect that such
legend is no longer necessary in order to protect the Corporation against a
violation by it of the Securities Act upon any sale or other disposition of such
shares without registration

<PAGE>

thereunder. Upon the occurrence of such event, the Corporation, upon the
surrender of certificates containing such legend, shall, at its own expense,
deliver the holder of any such securities as to which the requirement for such
legend shall have termination, on or more new certificates evidencing such
securities not bearing such legend.

a. Payment of Taxes. The Corporation will pay all taxes (other than taxes based
upon income) and other governmental charges that may be imposed with respect to
the issue or delivery of Conversion Shares upon conversion of this Note.

a. Reservation of Stock Issuable Upon Conversion. The Corporation shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the conversion of this Note,
such number of its shares of Common Stock as shall from time to time be
sufficient to effect the conversion of this Note. If at any time, the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of this Note, the Corporation will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.

a. Registration Rights. At no cost to the Holder, the shares of Common Stock
received upon conversion and any other shares of Common Stock owned by the
Holder shall have "piggyback" registration rights if the Corporation proposes to
register any of its equity securities at any time.

1. Adjustment of Shares of Common Stock Issuable Upon Conversion. The number and
kind of Conversion Shares shall be subject to adjustment from time to time upon
the happening of certain events as provided in this Section 3.

a. Common Stock Defined. As used in this Section 3 the term "Common Stock" shall
mean and include the Corporation's authorized and issued Common Stock, as
constituted on the date hereof, and shall also include any capital stock of any
class of the Corporation thereafter authorized and issued.

a. Other Corporate Actions. In the case of a sale of the Corporation or a
proposed reorganization of the Corporation or a proposed reclassification of the
capital stock of the Corporation (except a Liquidation Event or a transaction
for which provision for adjustment is otherwise made in this Section 3), the
Note shall thereafter be exercisable into the number of shares of stock or other
securities or property to which a holder of the number of shares of Common Stock
of the Corporation deliverable upon exercise of such Note would have been
entitled upon such sale of the Corporation, reorganization or reclassification;
and, in any such case, appropriate adjustment shall be made in application of
the provisions herein set forth with respect to the rights and interest
thereafter of the Holder of the Note, to the end that the provisions set forth
herein shall thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other property thereafter deliverable upon
the exercise of the Note. The Corporation shall not effect any such sale of the
Corporation unless prior to or simultaneously with the consummation thereof the
successor corporation or purchaser, as the case may be, shall assume by written
instrument the obligation to deliver to the Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder is entitled to receive.


<PAGE>

2. Covenants of the Corporation. The Corporation covenants and agrees that, so
long as this Note remains outstanding and unpaid, in whole or in part, the
Corporation:

a. Shall permit her designee from time to time to attend the Company's Board of
Director's meetings in a non-voting capacity and the Secretary will endeavor to
give her notice of all such meetings in the same manner and according to the
same schedule as such notice is given to the Directors; provided however, that
the validity of the Board's action will not be affected in any way by either her
unavailability to attend any meeting or the consent of the Directors to action
taken without a meeting (whether such action is taken with or without prior
notice);

a. Shall not take any action to cause any amendment, alteration or repeal of any
of the provisions of (A) the Certificate of Incorporation or (B) the By-Laws, in
any respect which directly or indirectly adversely affects the rights of the
Holder;

a. Shall not authorize, create or issue any additional shares of capital stock
or rights, options, warrants or other securities convertible into or exercisable
or exchangeable for capital stock without the prior written consent of the
Holder which consent may be withheld in the sole and absolute discretion of the
Holder, provided however, the Corporation may sell additional shares of its
Common Stock at a minimum of $.08 per share without the prior consent of the
Holder;

a. Shall not in any manner authorize or effect the redemption, retirement or
repurchase of, or declare or pay any dividend or distribution on or with respect
to any shares of common stock;

a. Shall not sell, transfer or in any other manner alienate or dispose of a
material part of its assets or engage in any Liquidation Event, as defined in
Section 6, without the prior written consent of the Holder, such consent not to
be unreasonably withheld;

a. Shall not purchase, lease or otherwise acquire all of substantially all of
the properties or assets of any other corporation or entity;

a. Shall not enter into any new line of business or make any substantial change
in the business of the Corporation;

a. Shall not, without the prior written consent of the Holder, such consent not
to be unreasonably withheld, create, issue, assume, guarantee or in any manner,
directly or indirectly, become liable for the payment of, or otherwise incur
any, indebtedness, other than trade payables incurred in the ordinary course of
business on or after the date of this Note, nor create or suffer to exist any
lien or encumbrance on any of its assets or properties;

<PAGE>

a. Shall neither increase the salaries of any employee of the Corporation nor
pay to any employee accrued but unpaid compensation (notwithstanding the
foregoing, the Corporation may pay to any employee the compensation then due for
services actually rendered after the date of this Note);

a. Shall not make any loans to any person who is or becomes a shareholder of the
Corporation, other than for reasonable advances for expenses in the ordinary
course of business;

a. Shall promptly pay and discharge all lawful taxes, assessments and
governmental charges or levies imposed upon the Corporation or upon its income
and profits, or upon any of its property, before the same shall become in
default, as well as all lawful claims for labor, materials and supplies which,
if unpaid, might become a lien or charge upon such properties or any part
thereof; provided, however, that the Corporation shall not be required to pay
and discharge any such tax, assessment, charge, levy or claim so long as the
validity thereof shall be contested in good faith by appropriate proceedings and
the Corporation shall set aside on its books adequate reserves with respect to
any such tax, assessment, charge, levy or claim so contested;

a. Shall cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights and franchises and "keep
current" for all purposes under U.S. or state securities laws or regulations
comply with all laws applicable to the Corporation as interpreted by its
counsel;

a. Shall keep adequately insured by financially sound reputable insurers, all
property of a character usually insured by similar corporations and carry such
other insurance as is usually carried by similar corporations;

a. Shall promptly upon the occurrence of a condition or event which is, to the
best knowledge and belief of the Corporation's President, an Event of Default or
of any condition or event which, with notice or lapse of time or both, would
constitute, to the best knowledge and belief of the Corporation's President, an
Event of Default, furnish a statement of the Corporation and of the
Corporation's President to the Holder setting forth the details of such Event of
Default or condition or event and the action which the Corporation intends to
take with respect thereto;

a. Shall, at all time, keep its books, records and accounts true and correct in
all material ways; and

a. Shall apply all proceeds from the Note according to a use of proceeds
attached hereto and incorporated herein as Exhibit A. 1.

1. Representations of Corporation to Holder. The Corporation represents and
warrants to the Holder as follows:

a. The Corporation has full power and authority to execute, deliver and perform
duties under this Convertible Promissory Note. The execution, delivery and
performance of this Convertible Promissory Note by Corporation have been duly
authorized and approved by Corporation and do not require any further
authorization or consent of Corporation or its members. This Convertible
Promissory Note has been duly authorized, executed and delivered

<PAGE>

by Corporation and is the legal, valid and binding obligation of Corporation
enforceable in accordance with its terms. Corporation is the legal and
beneficial owner of the Shares and such Shares are not subject to any lien or
encumbrance.

a. Neither the execution and delivery of this Convertible
Promissory Note or the consummation of any of the transactions contemplated
hereby nor compliance with or fulfillment of the terms, conditions and
provisions hereof of thereof will: (i) conflict with, result in a breach of the
terms, conditions and provisions of, or constitute a default under, (1) the
constituent documents of the Corporation, (2) any note, instrument, agreement,
mortgage, lease, license, franchise, permit or other authorization, right,
restriction or obligation to which Corporation is a party or any of the assets
or properties of Corporation is subject or by which Corporation is bound, (3)
any judgment, order, award or decree of any court or tribunal to which
Corporation is a party or any of the assets or properties of Corporation is
subject or by which Corporation is bound, or (4) any law, statute, regulation or
rule affecting Corporation or its assets or properties; or (ii) require the
approval, consent, authorization or act of, or the making of Corporation of any
declaration, filing or registration with, the Corporation or any governmental
agency.

1. Event of Default/Remedies.

a. Any of the following events shall constitute an Event of Default:

1. (A) any failure to pay when due any principal hereof or interest hereon, or
(B) any breach by the Corporation of any of its other obligations or covenants
under this Note, provided that the Corporation shall have ten (10) days from the
date of receipt of any notice of its failure to perform any of its other
obligations or covenants under this Note not involving the payment of money to
Holder within which to cure said failure (in which case it shall not be an Event
of Default); or

i. the Corporation (A) becomes insolvent or admits in writing its inability to
pay its debts as they mature, (B) makes any assignment for the benefit of
creditors, or (C) applies for or consents to the appointment of a receiver or
trustee for the Corporation or for a substantial part of the Corporation's
property or business, or a receiver or trustee otherwise is appointed (for
purposes of this subsection, the Corporation shall be deemed "insolvent" if it
is unable to pay its debts as they come due); or

i. any bankruptcy, insolvency, reorganization or liquidation proceeding or other
proceeding for relief under any bankruptcy law or any law for the relief of
debtors is instituted by or against the Corporation and if instituted against
the Corporation, shall not have been dismissed within 60 days of being
instituted; or

i. any money judgment, lien, writ or warrant of attachment, or similar process
is entered or filed against the Corporation or any of the assets of the
Corporation and remains unvacated, unbounded, unstayed, undismissed or
undischarged for a period of 15 days; or

<PAGE>

i. the Corporation shall fail to pay any debt for borrowed money or other
similar obligation or liability ("Indebtedness") (excluding (i) Indebtedness
evidenced by this Note and (ii) any and all indebtedness owed to the
Corporation, or any interest or premium thereon, when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) and such
failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Indebtedness, or any such
Indebtedness of the Corporation shall be declared to be due and payable, or
required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof.

<PAGE>

b. Remedies. Upon the occurrence and during the continuance of an Event of
Default described in subsection 6(a) above, the Holder, at her option, may:

i. declare all indebtedness under this Note immediately due and payable and
credit any sums received thereafter to such indebtedness in whatever priority
she shall elect; provided however, that such application of sums so received
shall not serve to waive or cure any default existing under this Note nor to
invalidate any notice of default or any act done pursuant to such notice and
shall not prejudice any rights of Holder; and

i. declare that from and after the date of such Event of Default the Interest
Rate shall be 18% per annum, compounded annually, so long as any portion of the
principal and interest due on the Note remains unpaid; and

i. exercise any or all rights provided or permitted by law or granted pursuant
to this Note in such order and in such manner as the Holder may, in sole
judgment, determine, including without limiting her continuing right to convert
this Note to Common Stock pursuant to Section 2 hereof.

7. Rights Upon Liquidation. Upon a Liquidation Event (as defined below),
provided that no notice of conversion has been given pursuant to Section 2
hereof, the Corporation shall give prompt notice thereof to the Holder and the
Holder shall be entitled, by giving notice within 10 days of receiving such
notice from the Corporation, to receive prior to any other distribution to any
other person or entity an amount in cash equal to the outstanding principal on
the Note, together with all accrued and unpaid interest. For purposes hereof, a
"Liquidation Event" shall mean any of the following:

a. the liquidation dissolution or winding up of the Corporation;

a. the Corporation consolidating or merging with or into any other corporation
or other entity or person, or any other corporate reorganization, in which the
stockholders of the Corporation immediately prior to such consolidation, merger
or reorganization own less than 50% of the power to vote for directors
immediately after such consolidation, merger or reorganization, or any
transaction or series of related transactions in which in excess of 50% of the
power to vote for directors is transferred; or

a. the sale of all or substantially all of the Corporation's assets (a "Sale of
Assets").

Nothing in this Section 6 shall permit the Corporation to engage in any of the
transaction described in this Section 6 without first obtaining consent from the
Holder.

<PAGE>

8.  No failure on the part of Holder to exercise, and no delay in exercising any
right hereunder shall operate as a waiver thereof; nor shall any single partial
exercise of any right hereunder preclude any other or further exercise of any
other right. The remedies provided herein are cumulative and not exclusive of
any remedies provided by law. In the event of a default under this Note, Holder
shall have the rights and remedies provided at law or in equity. This Note shall
be binding upon Corporation and its successors and assigns and shall inure to
the benefit of Holder and her successors and assigns. The obligations of
Corporation under this Note are absolute and are not subject to counterclaim,
set off, deduction or defense.

9.  Seniority. This Note shall rank senior to all other indebtedness of the
Corporation, unless the Holder shall consent in writing to subordinate this Note
to any subsequent indebtedness.

10. Severability. Should any provision or portion of this Note be held
unenforceable or invalid for any reason, the remaining provisions and portions
of this Note shall be unaffected by such holder.

11. Descriptive Headings, Etc. The headings in this Note are for convenience of
reference only and shall not limit or otherwise affect the meaning of terms
contained herein. Unless the context of this Note otherwise requires: (a) words
of any gender shall be deemed to include each other gender; (b) words using the
singular or plural number shall also include the plural or singular number,
respectively; (c) the words "hereof", "herein" and "hereunder" and words of
similar import when used in this Note shall refer to this Note as a whole and
not to any particular provision of this Note, and Section and paragraph
references are to the Sections and paragraphs of this Note unless otherwise
specified; (d) the word "including" and words of similar import when used in
this Note shall mean "including, without limitation," unless otherwise
specified; (e) "or" is not exclusive; and (f) provisions apply to successive
events and transactions.

12. Consent to Jurisdiction. The Corporation hereby irrevocably and
unconditionally agrees that any legal action, suit or proceeding arising out of
or relating to this Agreement or any agreements or transactions contemplated
hereby may be brought in any court in the State of Colorado, and hereby
irrevocably and unconditionally expressly submits to the personal jurisdiction
and venue of such courts for the purposes thereof and hereby irrevocably and
unconditionally waives any claim (by way of motion, as a defense or otherwise)
of improper venue, that it is not subject personally to the jurisdiction of such
court, that such courts are an inconvenient forum or that this Note or the
subject matter may not be enforced in or by such court. The Corporation hereby
irrevocably and unconditionally consents to the service of process of any of the
aforementioned courts in any such action, suit or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to the address
set forth or provided for in herein, such service to become effective 10 days
after such mailing. Nothing herein contained shall be deemed to affect the right
of any party to serve process in any manner permitted by law or commence legal
proceedings or otherwise proceed against any other party in any other
jurisdiction to enforce judgments obtained in any action, suit or proceeding
brought pursuant to this Section. The Corporation irrevocably submits to the
exclusive jurisdiction of the aforementioned courts in such action, suit or
proceeding. The Corporation agrees to pay Holder's reasonably costs in
collecting and enforcing this Note, including reasonable attorneys' fees.

<PAGE>


13.  Governing Law. The terms of this Note shall be construed in accordance with
the laws of the State of Colorado.

14.  Successor and Assigns. Neither this Note nor any of the rights, interests
or obligations hereunder may be assigned, by operation of law or otherwise, in
whole or in part, by the Corporation without the prior written consent of the
Holder. The Corporation acknowledges and agrees that, subject to the Securities
Act, the Holder may transfer, all or part of, the securities acquired by her
hereunder and assign, all or part of its rights and obligations under this Note
to one or more other persons, partnerships, corporations, trusts or other
organizations without the consent of the Corporation; provided, however, that
(1) the Holder give prior written notice of such assignment to the Corporation
and (2) the assignee execute a suitable letter representing its qualifications
as an accredited investor.

15.  Waiver. THE CORPORATION AND THE HOLDER HEREBY IRREVOCABLY WAIVE TRIAL BY
JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT IN
CONNECTION WITH THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY. The
Corporation hereby waives demand, notice, presentment, protest and notice of
dishonor.

                                        SHARECOM, INC.



                                /s/ Brad Nordling
                                ------------------------------------
                                Brad Nordling

<PAGE>





6.    New radios from Nikko (WRP500) $58.30 ea. * 1250 qty. =          $ 72,875

1     Packaging design and production -                                $  4,500

1     Shipping from Malaysia -                                         $  4,000

1     Internet advertising on CNN.COM 2 months @ $5,000 ea =           $ 10,000

1     Operational expenses (phones, UPS, Answering service)            $  6,000

1     DC trip to announce new product with NOAA & Nikko -              $  2,500

1     Miscellaneous                                                    $    125
                                                                       --------

                  TOTAL                                                $100,000