NEITHER THE ISSUANCE
AND SALE OF THE SECURITIES
REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


 


Principal
Amou nt: $20,000 


Date:
May 8, 2014


 


CONYVERTIBLE PROMISSORY NOTE


 


NYXIO
Technologies, Corp.,
(hereinafter called the
"Issuer','
or "NYXO
"), hereby promises to pay
to the order of WHC Capital, LLC, a Delaware Limited Liability Company, or its registered assigns
(the "Holder ") the sum of $20,000,
together with any interest as set forth herein, on May 8, 2015 (the
"Maturity Date"), and to pay interest on the unpaid principal balance
hereof at the rate of Twelve percent
(12%) (the "Interest Rate") per annum from the date hereof
(the "Issue Date") until
the same becomes due and payable, whether at maturity or upon
acceleration or by prepayment or otherwise.


 


This Note
may not be
prepaid in whole
or in part
except as otherwise
explicitly set
forth herein. Any amount
of principal or interest on this Note which is not
paid when due shall bear interest at the rate of twenty
two percent (22%) per annum from
the due date
thereof until the same is paid ("Default
Interest "). Interest shall commence
accruing on the date that the
Note is fully paid
and shall be computed
on the basis of a 365-day year and
the actual number of
days elapsed. All payments due hereunder
(to the extent not
converted into common stock) shall be made in lawful money
of the United States of America.


 


All payments
shall be made
at such address
as the Holder shall
hereafter give to
the Issuer by
written notice made in accordance
with the provisions of this Note. Whenever any amount expressed to be due by the terms
of this Note is due on any day which is not a business
day, the same shall instead be due on the next succeeding day which
is a business day and, in the case of any interest payment date which is not
the date on which this Note is paid in
full, the extension of the due
date thereof shall not be taken into account for purposes of
determining the amount
of interest due
on such date. As
used in this Note, the term "business
day" shall mean any day
other than a Saturday, Sunday or a
day on which commercial banks in the
city of New York, New York are authorized
or required by law or executive order to remain closed. Each capitalized term used
herein, and not otherwise defined, shall have the
meaning ascribed thereto in the supporting documents of same date (attached hereto).




    	 



    	 



    

 


This
Note is free
from all taxes,
liens, claims
and encumbrances with
respect to the
issue thereof and shall
not be subject to preemptive rights or
other similar rights of shareholders of the Issuer and will not impose personal
liability upon the holder thereof.


 


The following
terms shall apply
to this Note:


 


ARTICLE
I. CONVERSION
RIGHTS


 


1.1               
Conversion Right. 
The Holder shall
have the right
and at any
time during the period
beginning on the
date of this Note to convert
all or any part of
the outstanding and unpaid principal amount of this Note into
fully paid and non- assessable shares of Common Stock,
as such Common Stock exists on the Issue
Date, or any shares of capital stock
or other securities of
the Issuer into which such Common Stock shall hereafter be changed or reclassified
at the conversion price (the "Conversion
Price") determined as provided herein
(a "Conversion"); provided, however, that
in no event shall the
Holder be entitled to convert any portion of this
Note in excess of that portion of this
Note upon conversion of which the sum of
(1) the number of
shares of Common Stock beneficially owned by the Holder and its
affiliates (other than shares of Common Stock which may be
deemed beneficially owned through the ownership of
the unconverted portion of the Notes or the unexercised
or unconverted portion of any other security of the Issuer subject to a limitation
on conversion or exercise analogous to the
limitations contained herein) and (2) the
number of shares of
Common Stock issuable upon the conversion of the
portion of this Note with respect to which
the determination of this proviso is being made, would result
in beneficial ownership by the Holder and its affiliates of more than 4.99%
of the outstanding shares of Common Stock. For purposes of the
proviso 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 (the "Exchange Act"), and Regulations l3D-G thereunder,
except as otherwise provided in clause (I ) of such proviso, provided,
further, however, that the limitations on conversion may be waived by the
Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Issuer, and the provisions of the
conversion limitation shall continue to apply until such 61st day (or such later date,
as determined by the Holder, as may be specified in such notice of waiver). The number
of shares of Common Stock
to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below)
by the applicable Conversion Price then in effect on the date specified i n the notice of conversion, (the "Notice of Conversion"),
delivered to the Issuer by the Holder in accordance with
the Sections below; provided that the Notice of Conversion is submitted by facsimile
or e-mail (or by other means resulting in, or reasonably expected to result in,
notice) to the Issuer before 6:00 p.m., New York, New York
time on such conversion date
(the "Conversion Date").


 


The term
"Conversion Amount" means,
with respect to
any conversion
of this Note,
the sum of


(1)      
the principal amount
of this Note
to be converted
in such conversion
plus (2) at
the Issuer's
option, accrued and
unpaid interest, if any,
on such principal amount at the
interest rates provided in this Note
to the Conversion Date, plus (3) at the Issuer's option, Default Interest, if any, on the amounts referred to in the immediately
preceding clauses (1)
and/or (2) plus (4) at the Holder's
option, any amounts owed to the
Holder.


 


1.2               
Conversion Price.


 


(a)                
Calculation of Conversion Price.Holder,
at its discretion,
shall have the
right to convert this
Note in its
entirety or
in part(s) into
common stock of the
Company valued at a Forty Five
Percent (45%) discount off
of the average
of the Three (3) lowest intra-day
trading prices for the Company's common
stock during the
Thirty (30) trading days immediately preceding
a conversion date, as reported by
Quotestream.




    	2



    	 



    

 


(b)                
Conversion Price During
Ma jor Announcements.  Notwithstanding
anything contained in the
preceding section to
the contrary, in
the event the
Issuer (i) makes a
public announcement that it intends to consolidate or merge with any other corporation (other than a merger
in which the Issuer is the surviving or continuing corporation and its
capital stock is unchanged) or sell or transfer all or substantially all of the assets of
the Issuer or (ii) any person, group
or entity (including
the Issuer) publicly announces a tender
offer to purchase 50% or more of
the Issuer's Common Stock (or any
other takeover scheme)
(the date of the announcement referred to in clause
(i) or (ii) is hereinafter referred to as
the "Announcement Date"), then
the Conversion Price shall, effective upon the Announcement Date and continuing
through the Adjusted Conversion Price Termination Date (as defined below), be equal to
the lower of (x) the Conversion Price which
would have been applicable for a
Conversion occurring on
the Announcement Date and (y) the Conversion Price that
would otherwise be in effect.  From
and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in
this Section. For purposes hereof,
"Adjusted Conversion Price Termination Date" shall mean,
with respect to any proposed transaction or tender offer (or takeover scheme)
for which a public announcement as contemplated
by this Section has been made,
the date upon which the Issuer (i n
the case of clause (i) above) or the person, group
or entity (in the case of clause (ii)
above) consummates or publicly announces the termination or abandonment of the proposed
transaction or tender offer (or takeover scheme) which caused this Section 1.2(b) to
become operative.


 


1.3               
Authorized Shares. The Issuer
covenants that during
the period
the conversion right exists,
the Issuer will
reserve from its authorized and unissued
Common Stock a sufficient number of shares,
free from preemptive rights, to provide for the issuance of Common Stock upon the full
conversion of this Note. The Issuer is required at
all times to have authorized and
reserved five times the number of
shares that is actually issuable upon full conversion of the Note
(based on the Conversion Price of
the Notes in effect from time to time)(the "Reserved
Amount"). The Reserved Amount shall be increased
from time to time in accordance with the Issuer's obligations.


 


The
Issuer represents that
upon issuance,
such shares will
be duly
and validly issued, fully
paid and non-assessable. In addition, if
the Issuer shall issue
any securities or make any change to its capital structure which would change the number of
shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Issuer shall
at the same time make proper provision so
that thereafter there shall be a
sufficient number of shares of Common Stock
authorized and reserved, free
from preemptive rights, for
conversion of the outstanding Notes.


 


The
Issuer (i) acknowledges
that it has
irrevocably instructed its transfer agent
to issue certificates
for the Common
Stock issuable upon
conversion of this Note, and (i i)
agrees that its issuance of this Note shall constitute
full authority to its officers
and agents who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates
for shares of Common Stock in accordance with the terms and conditions of
this Note.


 


If,
at any time
the Issuer does
not maintain the
Reserved Amount it
will be considered an Event of Default
as defined in this Note.


 




    	3



    	 



    

 


1.4               
Method of
Conversion.


 


(a)                
Mechanics of
Conversion. This Note may
be converted by
the Holder in whole
or in part
at any time
from time to time after the Issue
Date, by (A) submitting to the Issuer a Notice
of Conversion (by facsimile, e-mail or other
reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m.,
New York, New York time).


 


(b)                
Surrender of
Note Upon Conversion.  Notwithstanding
anything to the
contrary set forth
herein, upon conversion
of this Note
in accordance with
the terms hereof, the
Holder shall not be required to physically
surrender this Note to the
Issuer unless the entire unpaid principal amount
of this Note is so
converted.  The Holder and the Issuer shall maintain records showing the
principal amount so converted and
the dates of such conversions or shall use
such other method, reasonably satisfactory
to the Holder and the Issuer,
so as not to require physical surrender
of this Note upon each such conversion. In the event of any dispute or discrepancy,
such records of the Issuer shall, prima facie, be
controlling and determinative in the absence of manifest error. Notwithstanding
the foregoing, if any portion of this
Note is converted as aforesaid, the Holder
may not transfer this Note unless the Holder first
physically surrenders this Note to the Issuer, whereupon
the Issuer will forthwith issue and deliver
upon the order of the Holder a new Note of
like tenor, registered as the Holder
(upon payment by the Holder of any applicable transfer taxes) may request, representing
in the aggregate the remaining unpaid principal amount
of this Note.  The Holder
and any assignee,
by acceptance of this Note, acknowledge and
agree that, by reason of the provisions of this
paragraph, following conversion of a portion
of this Note, the unpaid and unconverted
principal amount of this Note represented by this Note may
be less than the amount stated
on the face hereof.


 


(c)                
Payment of Taxes.
 The Issuer
shall not be
required to pay
any tax which
may be payable in
respect of any transfer involved in the issue
and delivery of shares of
Common Stock or other
securities or property on conversion of this
Note in a name other than that of
the Holder (or in street name), and the
Issuer shall not
be required to issue or
deliver any such shares or other securities
or property unless and until the person
or persons (other than the Holder or the
custodian in whose street name such shares are to be held for the
Holder's account) requesting the issuance
thereof shall have paid to the Issuer the amount of
any such tax or shall have established to
the satisfaction of the Issuer that
such tax has been paid.


 


(d)                
Delivery of Common Stock Upon Conversion.
Upon receipt by the
Issuer from the
Holder of a
facsimile transmission or
e-mail (or other
reasonable means of communication)
of a Notice of Conversion meeting the requirements for conversion as provided in
this Section, the
Issuer shall issue and deliver or
cause to be issued and delivered to or upon
the order of the
Holder certificates for the Common
Stock issuable upon such conversion within
three (3) business days
after such receipt (the "Deadline") (and,
solely in the case of conversion of
the entire unpaid principal amount hereof,
surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.


 


(e)                
Obligation of
Issuer to Deliver Common Stock.
 Upon receipt
by the Issuer
of a Notice of Conversion,
the Holder shall
be deemed to
be the holder of record of the
Common Stock issuable upon such conversion,
the outstanding principal amount and the amount
of accrued and unpaid interest on this
Note shall be reduced to reflect such conversion,
and, unless the Issuer defaults on its
obligations under this Article
I, all rights with respect to
the portion of this Note
being so converted shall forthwith
terminate except the right to receive the
Common Stock or other securities,
cash or other assets, as herein provided,
on such conversion. If the Holder shall have given a Notice of Conversion
as provided herein, the Issuer's obligation to issue and deliver the certificates
for Common Stock shall be absolute and unconditional, irrespective
of the absence of any action
by the Holder to enforce the same, any
waiver or consent with respect to any provision
thereof, the recovery of any judgment
against any person or any action to enforce
the same, any failure or delay in the enforcement of any
other obligation of the Issuer to the holder of record, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or
alleged breach by the Holder of any obligation to the Issuer, and
irrespective of any other circumstance
which might otherwise limit
such obligation of the Issuer
to the Holder in connection with such
conversion. The Conversion Date specified in the Notice of Conversion
shall be the Conversion
Date so long as the Notice of Conversion
is received by the Issuer before 6:00
p.m., New York, New York time, on such date.




    	4



    	 



    

 


(f)                 
Delivery of Common
Stock by Electronic Transfer. In lieu of delivering physical certificates
representing the Common Stock issuable upon conversion, provided the Issuer is 
participating in the Depository Trust Company
("DTC") Fast Automated Securities Transfer ("FAST") program,
upon request of the Holder and its compliance with
the provisions contained in
Section 1.1 and
in this Section 1.4, the Issuer
shall use its best efforts to cause its
transfer agent to electronically transmit the Common Stock issuable upon conversion to
the Holder by crediting the account
of Holder 's Broker with DTC through its
Deposit Withdrawal Agent Commission ("DWAC")
system.


 


(g)                
Failure to
Deliver Common Stock Prior to Deadline.
 Without in
any way limiting
the Holder's
right to pursue
other remedies, including
actual damages and/or equitable relief, the parties agree that if delivery
of the Common Stock issuable upon conversion
of this Note is not delivered by the Deadline
(other than a failure due to the circumstances described in Section 1.3 above,
which failure shall be governed by such Section) the
Issuer shall pay to the Holder $2,000 per day in cash,
for each day beyond the Deadline that the
Issuer fails to deliver such Common Stock. Such cash
amount shall be paid to
Holder by the fifth day of
the month following the month in which it has accrued or, at
the option of the Holder (by written notice
to the Issuer by the first day of the month following the
month in which it has accrued), shall be added to the principal amount of
this Note, in which event interest
shall accrue thereon in accordance with the
terms of this Note and such additional 
principal amount shall be convertible into
Common Stock in accordance with the terms of this Note. The Issuer agrees that the
right to convert is a
valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such
conversion right are difficult if not impossible to qualify.
Accordingly the parties acknowledge that
the liquidated damages provision contained in this Section are justified. 
Any delay or failure of performance by the Issuer hereunder
shall be excused if and to the extent caused by Force Majeure. 
For purposes of this agreement, Force Majeure shall mean a cause or event that is
not reasonably foreseeable and/or
caused by the Issuer, including acts of God, fires,
floods, explosions, riots wars, hurricanes, etc.


 


1.5               
Concerning the Shares. The shares of Common
Stock issuable upon conversion of this
Note may not
be sold or
transferred unless (i)
such shares are
sold pursuant to an effective registration
statement under the Act or (ii) the Issuer
or its transfer agent shall have been furnished with an
opinion of counsel (which opinion shall be
in form, substance and scope customary for opinions
of counsel in comparable transactions) to the
effect that the shares to be sold or transferred may be sold
or transferred pursuant to an exemption from such registration or (iii) such shares
are sold or transferred pursuant to Rule
144 under the Act (or a successor rule)
("Rule 144") or (iv) such shares
are transferred to an "affiliate" (as defined in Rule 144) of the
Issuer who agrees to sell or
otherwise transfer the shares on l y
in accordance with this Section 1.5
and who is an Accredited Investor. Except as otherwise
provided herein (and subject
to the removal provisions set
forth below), until
such time as the shares of Common
Stock issuable upon conversion of this Note
have been registered under the Act or otherwise may be sold pursuant to Rule 144 without
any restriction as to the number of securities
as of a particular date that can then be immediately
sold, each certificate for shares
of Common Stock issuable upon conversion of this Note that
has not been so included in an effective
registration statement or that has not been sold pursuant to
an effective registration statement or
an exemption that permits removal of the
legend, shall bear a legend substantially in the following
form, as appropriate:




    	5



    	 



    

 


"NEITHER THE ISSUANCE AND
SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE
BEEN REGISTERED UNDER THE
SECURITIES ACT OF
1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)
AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED
BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."


 


The
legend set forth
above shall be
removed and the
Issuer shall issue
to the Holder a new certificate therefore
free of any transfer legend if (i) the
Issuer or its transfer agent shall
have received an opinion of counsel,
in form, substance and scope customary
for opinions of counsel in comparable transactions,
to the effect that a public sale or transfer of such Common Stock may be made without registration
under the Act, which opinion shall be accepted by the Company
so that the sale or transfer is effected
or (ii) in
the case of the
Common Stock issuable upon conversion of
this Note, such security is registered for sale by the Holder
under an effective registration statement filed under the
Act or otherwise may be sold
pursuant to Rule 144 without any
restriction as to the number of securities
as of a particular date that can then be
immediately sold. In the event that the Company does not accept the opinion of counsel
provided by the Buyer
with respect to the transfer of
Securities pursuant to an exemption
from registration, such as Rule
144 or Regulation S, at the Deadline, it will
be considered an Event of Default pursuant to this note.


 


1.6               
Effect of
Certain Events.


 


(a)                
Effect of
Merger, Consolidation, Etc.  At the
option of the
Holder,
the sale, conveyance
or disposition of all
or substantially all of
the assets of the Issuer, the effectuation
by the Issuer of a transaction or series of related
transactions in which more
than 50% of the voting power of the
Issuer is disposed of, or the consolidation, merger or
other business combination of the Issuer with or into any other Person (as
defined below) or Persons when
the Issuer is not the survivor shall either: (i) be deemed to
be an Event of Default (as defined in
Article UT) pursuant to which the Issuer shall
be required to pay to the Holder upon the
consummation of and as a condition
to such transaction an
amount equal to the Default Amount (as defined in Article III) or
(ii) be treated pursuant to Section l.6(b) hereof. "Person" shall mean any individual, corporation, limited
liability company, partnership, association, trust or other entity or organization.




    	6



    	 



    

 


(b)                
Adjustment Due to
Merger, Consolidation, Etc.
If, at any time
when this Note
is issued and
outstanding
and prior to conversion of
all of the Notes,
there shall be any merger, consolidation, exchange of shares, recapitalization,
reorganization, or other similar event, as a
result of which shares of Common Stock of the Issuer shall be changed into the
same or a different number of shares
of another class or classes of stock
or securities of the Issuer or another entity,
or in case of any sale or conveyance of all or substantially all
of the assets of
the Issuer other than in connection
with a plan of complete liquidation of the Issuer, then the Holder of
this Note shall thereafter
have the right to receive upon conversion of this Note,
upon the basis and upon the terms and conditions
specified herein and in lieu of the
shares of Common Stock immediately theretofore issuable upon conversion, such
stock, securities or assets which the Holder
would have been entitled to receive in such
transaction had this Note been converted
in full immediately prior to such transaction
(without regard to any limitations on conversion
set forth herein), and in any such case
appropriate provisions shall be made with respect
to the rights and interests of the Holder of this Note to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the Conversion Price
and of the number of shares issuable upon
conversion of the Note) shall thereafter
be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion
hereof. The Issuer shall not affect any
transaction described in this Section l.6(b) unless (a) it first gives, to
the extent practicable, thirty (30) days prior written notice
(but in any event at least fifteen
(15) days prior written notice) of the
record date of the special
meeting of shareholders to approve, or if there is no such record date, the
consummation of, such merger, consolidation, exchange of
shares, recapitalization, reorganization or other similar event
or sale of assets
(during which time the Holder shall
be entitled to convert this Note) and (b) the resulting successor or acquiring
entity (if not the Issuer) assumes by written instrument the obligations of this Section 1.6(b).
The above provisions shall similarly apply to successive consolidations, mergers, sales,
transfers or share exchanges.


 


(c)                
Adjustment Due to
Distribution.  If the
Issuer shall declare
or make any distribution
of its assets
(or rights to acquire its
assets) to holders of
Common Stock as a dividend, stock
repurchase, by way of return of capital or
otherwise (including any
dividend or distribution to the Issuer's shareholders in cash or shares (or rights
to acquire shares) of capital stock of a
subsidiary (i.e., a spin-off)) (a
"Distribution"), then the Holder of this Note
shall be entitled, upon any conversion
of this Note after the date of record for determining shareholders entitled to
such Distribution, to receive the amount
of such assets which would have been payable to the Holder with respect to the
shares of Common Stock issuable upon such conversion
had such Holder been
the holder of such shares of Common
Stock on the record date for the determination
of shareholders entitled to such Distribution.


 


(d)                
Adjustment Due to Dilutive Issuance. If,
at any time
when any
Notes are issued
and outstanding, the
Issuer issues or sells, or in accordance
with this Section hereof is deemed to have issued or sold, any shares of Common
Stock for no consideration or for a consideration
per share (before deduction of reasonable expenses or commissions or underwriting discounts
or allowances in connection therewith) less than
the Conversion Price in effect on the date
of such issuance (or
deemed issuance) of such shares of Common
Stock (a "Dilutive Issuance"), then immediately upon
the Dilutive Issuance,
the Conversion Price
will be reduced to the amount of the consideration
per share received by the Issuer in
such Dilutive Issuance.




    	7



    	 



    

 


The
Issuer shall be
deemed to have
issued or sold
shares of Common Stock
if the Issuer in
any manner issues
or grants any warrants, rights or options
(not including employee stock option
plans), whether or not immediately exercisable,
to subscribe for or to purchase Common Stock or
other securities convertible into or exchangeable
for Common Stock ("Convertible Securities") (such
warrants, rights and options to purchase
Common Stock or Convertible Securities
are hereinafter referred to as "Options")
and the price per share for
which Common Stock is issuable upon
the exercise of such Options
is less than the Conversion Price then in effect, then the
Conversion Price shall be equal to
such price per share. For purposes of the preceding
sentence, the "price per share for which Common Stock is
issuable upon the exercise of such Options" is determined by dividing (i) the
total amount, if any, received or receivable by the Issuer as consideration for the
issuance or granting of all such Options, plus the minimum aggregate amount of additional
consideration, if any, payable
to the Issuer upon the exercise of all such Options, plus,
in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration
payable upon the conversion or exchange thereof at the time such Convertible Securities
first become convertible or exchangeable, by (ii) the maximum total number of shares
of Common Stock issuable upon the
exercise of all such Options (assuming
full conversion of Convertible Securities, if
applicable).  No further adjustment to
the Conversion Price will be made upon
the actual issuance of such Common Stock upon
the exercise of such Options or upon the conversion or exchange of
Convertible Securities issuable upon exercise of
such Options.


 


Additionally,
the Issuer shall
be deemed to
have issued or
sold shares of Common Stock
if the Issuer in
any manner issues
or sells any Convertible Securities,
whether or not immediately convertible (other
than where the same are issuable upon the exercise of
Options), and the price
per share for which Common Stock
is issuable upon such conversion or exchange
is less than the Conversion Price then in effect, then the
Conversion Price shall be equal
to such price
per share. For the
purposes of the preceding sentence,
the "price per share for which Common Stock is issuable upon such
conversion or exchange" is determined by dividing
(i) the total amount, if any, received
or receivable by the Issuer as consideration for the issuance or sale of
all such Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Issuer
upon the conversion or exchange thereof at the time such Convertible
Securities first become convertible or
exchangeable, by (ii) the maximum total
number of shares of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities. No further adjustment to the
Conversion Price will be made upon
the actual issuance of such Common
Stock upon conversion or exchange of such
Convertible Securities.


 


(e)                
Purchase Rights. 
If, at any
time when any
Notes are issued
and outstanding, the
Issuer issues any
convertible securities or
rights to purchase stock, warrants,
securities or other property (the "Purchase Rights")
pro rata to the record holders of
any class of Common Stock, then
the Holder of this Note will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which such
Holder could have acquired if
such Holder had held the number of shares of Common Stock acquirable upon complete conversion of
this Note (without regard to any limitations on conversion contained herein) immediately
before the date on
which a record is taken for the grant,
issuance or sale of such Purchase Rights or, if
no such record is taken, the date as
of which the record holders
of Common Stock are to be determined for the
grant, issue or sale of such Purchase
Rights.


 




    	8



    	 



    

 


(f)                 
Notice of Adjustments. Upon
the occurrence
of each adjustment
or readjustment of
the Conversion Price
as a result
of the events described
in this Section 1.6, the Issuer, at its expense,
shall promptly compute such adjustment or readjustment and prepare and furnish
to the Holder of a certificate setting forth
such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based. The Issuer shall,
upon the written request at any time of the Holder, furnish to such Holder a
like certificate setting forth (i) such
adjustment or readjustment, (ii) the
Conversion Price at the time in effect and (iii) the number of
shares of Common Stock and the amount,
if any, of other securities or property which
at the time would be received upon conversion of the Note.


 


1.7               
Trading Market
Limitations.  Unless permitted
by the applicable
rules and regulations of the
principal securities market on which
the Common Stock is then listed or traded,
in no
event shall the Issuer issue
upon conversion of or otherwise pursuant to this Note and the other Notes issued
pursuant to the Purchase Agreement more
than the maximum number of shares of
Common Stock that the Issuer can issue pursuant to any rule
of the principal United States securities market
on which the Common Stock is then traded (the "Maximum Share Amount"), which shall
be 4.99% of the total shares outstanding on the Closing Date (as defined in the
Purchase Agreement), subject to equitable adjustment from
time to time for stock
splits, stock dividends, combinations, capital reorganizations and similar events
relating to the Common Stock occurring
after the date hereof. Once the Maximum Share Amount has been issued,
if the Issuer fails to eliminate
any prohibitions under applicable law or the rules or regulations of any stock exchange,
interdealer quotation system or other self-regulatory organization with jurisdiction over the
Issuer or any of its securities
on the Issuer's ability to issue shares of Common Stock in excess of the Maximum
Share Amount, in lieu of any further right to convert this Note, this
will be considered an Event of Default under Section 3.3 of the Note.


 


1.8               
Status as Shareholder. 
Upon submission
of a Notice
of Conversion by
a Holder,
(i) the shares
covered thereby (other than the shares,
if any, which cannot
be issued because their issuance would exceed such
Holder's allocated portion of the
Reserved Amount or Maximum Share Amount) shall be
deemed converted into shares of Common
Stock and (i i) the Holder's rights as a Holder
of such converted portion of this
Note shall cease and terminate, excepting
only the right to receive
certificates for such shares of Common
Stock and to any remedies provided herein
or otherwise available at law or in equity to such Holder because of
a failure by the Issuer to comply with the terms of this Note. Notwithstanding
the foregoing, if a Holder has not received certificates for all shares of Common Stock
prior to the tenth (10th) business day after
the expiration of the
Dead line with respect to a
conversion of any portion of this Note for any
reason, then (unless the Holder otherwise elects to
retain its status as a holder of Common
Stock by so notifying the Issuer) the Holder shall regain the rights of a Holder
of this Note with
respect to such unconverted portions of this Note and
the Issuer shall, as soon as practicable, return such unconverted Note to the
Holder or, if the Note has not been surrendered, adjust its records to reflect
that such portion of this Note has not
been converted. In all cases, the Holder shall retain
all of its rights and remedies (including,
without limitation, (i) the right to receive
Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for
such Conversion Default and any subsequent
Conversion Default and (ii) the right to have the Conversion
Price with respect to subsequent
conversions determined in accordance with Section 1.3) for the Issuer's failure to convert
this Note.


 


1.9               
Prepayment.  Maker
may prepay this
Note, in
accordance with the following
schedule: If within 180
calendar days of
the execution of this
Note, $135% of all outstanding principal
and interest due on each outstanding Note
in one payment; After 18 calendar days of
this Note being executed, any prepayments
must be approved by both parties in
writing.




    	9



    	 



    

 


ARTICLE
II.  CERTAIN COVENANTS


 


2.1               
Distributions on Capital Stock. 
So long as
the Issuer shall
have any obligation under
this Note, the
Issuer shall not
without the Holder's written consent (a) pay, declare
or set apart for such payment, any dividend or other distribution (whether in
cash, property or other securities) on shares of capital
stock other than dividends on shares
of Common Stock solely in the form
of additional shares of Common Stock
or (b) directly or indirectly or through
any subsidiary make any other
payment or distribution in respect of its
capital stock except for distributions pursuant to any shareholders' rights
plan which is approved by a majority of the
Issuer's disinterested directors.


 


2.2               
Restriction on Stock
Repurchases.  So long
as the Issuer
shall have any obligation
under this Note,
the Issuer shall
not without the Holder's written consent redeem, repurchase or otherwise
acquire (whether for cash
or in exchange for property
or other securities or otherwise) in any one
transaction or series
of related transactions any shares of capital stock of the Issuer or any warrants,
rights or options
to purchase or acquire any such shares.


 


2.3               
Borrowings.  So
long as the
Issuer shall have
any obligation
under this Note, the Issuer shall
not, without the Holder's written consent, create,
incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person,
firm, partnership, joint venture or corporation, except
by the endorsement of negotiable
instruments for deposit or collection, or suffer
to exist any liability for borrowed money, except (a) borrowings in existence
or committed on the date hereof and of which
the Issuer has informed
Holder in writing prior to the date hereof, (b) indebtedness to trade creditors
or financial institutions incurred in the
ordinary course of business or (c) borrowings,
the proceeds of which shall be used to repay this
Note.


 


2.4               
Sale of
Assets.  So long
as the Issuer
shall have any
obligation under
this Note, the Issuer shall not, without
the Holder's written consent, sell, lease or otherwise dispose of
any significant portion of its assets outside the ordinary course of business.
Any consent to the disposition of any assets may be conditioned on
a specified use of the proceeds
of disposition.


 


2.5               
Advances and
Loans.  So long
as the Issuer
shall have any
obligation under this Note,
the Issuer shall
not, without the
Holder's written consent, lend money, give credit
or make advances to any person, firm, joint
venture or corporation, including, without limitation, officers, directors, employees,
subsidiaries and affiliates of the Issuer, except loans, credits or advances (a) in existence or
committed on the date hereof and which the Issuer
has informed Holder in writing prior to the date hereof, (b)
made in the ordinary course of business or (c) not in excess
of $100,000.


 


ARTICLE III.
 EVENTS OF
DEFAULT


 


If
any of the
following events of
default (each, an
"Event of Default")
shal1 occur:


 


3.1               
Failure to
Pay Principal or
Interest. The Issuer fails to pay the principal
hereof or interest thereon when due on this
Note, whether at maturity, upon acceleration or
otherwise.


 




    	10



    	 



    

 


3.2               
Conversion and the Shares. The Issuer fails to issue shares of Common
Stock to the
Holder (or announces
or threatens in
writing that it
will not honor
its obligation to
do so) upon exercise by the
Holder of the conversion rights of the Holder
in accordance with the terms of
this Note, fails to transfer or cause
its transfer agent to transfer (issue)
(electronically or in certificated form) any certificate for shares of Common
Stock issued to the Holder upon conversion of
or otherwise pursuant to this Note as and when required by this Note,
the Issuer directs its transfer agent
not to transfer or delays, impairs, and/or hinders its transfer agent in transferring
(or issuing) (electronically or in certificated form) any certificate for shares of
Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to
this Note as and when required by this Note, or fails to remove (or directs its transfer
agent not to remove or impairs, delays, and/or hinders its transfer
agent from removing) any restrictive legend (or to withdraw any stop transfer
instructions in respect thereof) on any certificate for any
shares of Common Stock issued to the Holder upon
conversion of or otherwise pursuant to this Note as and when required by this Note
(or makes any written announcement, statement or threat that it does not intend to honor
the obligations described in this paragraph)
and any such failure shall continue uncured (or any written announcement,
statement or threat not to honor its obligations shall not
be rescinded in writing) for
three (3) business days after
the Holder shall have delivered a Notice of Conversion. It
is an obligation of the Issuer to remain current in its
obligations to its transfer agent. It shall be an event of default of this Note,
if a conversion of this Note is delayed, hindered
or frustrated due to a balance owed by the Issuer to its transfer agent.  If
at the option of the Holder, the
Holder advances any funds to the Issuer's
transfer agent in order to process a conversion, such advanced funds shall
be paid by the Issuer to the Holder within forty eight (48) hours of a demand from the Holder.


 


3.3               
Breach of Covenants. The Issuer
breaches any material
covenant or other material
term or condition
contained in this
Note and any
collateral documents including but
not limited to the Purchase Agreement and
such breach continues for
a period of ten (10) days after written notice thereof to the Issuer from the Holder.


 


3.4               
Breach of Representations and
Warranties. Any representation or warranty
of the Issuer
made herein or
in any agreement,
statement or certificate
given in writing pursuant
hereto or in
connection herewith (including, without l imitation,
the Purchase Agreement), shall be
false or misleading in any material respect when
made and the breach of which has (or with the passage of time will have)
a material adverse effect on the
rights of the Holder with respect to this
Note or the Purchase Agreement.


 


3.5               
Receiver or Trustee.
The Issuer or
any subsidiary of
the Issuer shall make
an assignment for
the benefit of
creditors, or apply for or consent
to the appointment
of a receiver or trustee for it or for a substantial part of its property or
business, or such a receiver or trustee shall otherwise be appointed.


 


3.6               
Judgments.  Any
money judgment, writ
or similar
process shall be
entered or filed
against the Issuer
or any subsidiary of
the Issuer or any of its property or other
assets for more than $50,000, and
shall remain unvacated, unbonded or unstayed
for a period of twenty (20) days unless otherwise consented to by the Holder,
which consent will not be unreasonably withheld.


 


3.7               
Bankruptcy.
Bankruptcy, insolvency,
reorganization or liquidation proceedings
or other proceedings,
voluntary or involuntary,
for relief under any bankruptcy law
or any law for the relief of debtors shall be instituted
by or against the Issuer or any subsidiary
of the Issuer.


 




    	11



    	 



    

 


3.8               
Delisting of Common Stock.
The Issuer shall
fail to maintain
the listing of
the Common Stock on at least
one of the
OTCBB or an equivalent replacement
exchange, the Nasdaq National Market,
the Nasdaq SmallCap Market,
the New York Stock Exchange, or the American Stock Exchange.


 


3.9               
Failure to Comply with the Exchange Act.
The Issuer shall
fail to comply with
the reporting requirements
of the Exchange
Act; and/or
the Issuer shall cease to be subject to
the reporting requirements of the Exchange Act.


 


3.10           
Liquidation. Any
dissolution, liquidation,
or winding up
of Issuer or
any substantial
portion of its
business.


 


3.11           
Cessation of
Operations. Any cessation
of operations by
Issuer or Issuer admits
it is otherwise
generally unable to
pay its debts
as such debts become due, provided,
however, that any disclosure of the Issuer's ability
to continue as a "going concern" shall not be an
admission that the Issuer cannot pay its debts
as they become due.


 


3.12           
Maintenance of Assets.
The failure by Issuer to maintain any material
intellectual property rights,
personal, real property
or other assets
which are necessary
to conduct its business
(whether now or in
the future).


 


3.13           
Financial Statement Restatement. The restatement
of any financial statements filed
by the Issuer
with the SEC
for any date
or period from
two years prior
to the Issue Date of this Note
and until this Note is no longer outstanding, if the result
of such restatement would, by comparison to the
original financial statement, have constituted a material adverse effect on the
rights of the Holder with respect to this Note or supporting documents.


 


3.14           
Reverse Splits. The Issuer effectuates
a reverse split of its Common Stock
without at least
twenty (20) days
prior written notice
to the Holder.


 


 


3.15           
Replacement of
Transfer Agent. In
the event that the
Issuer proposes to replace
its transfer agent, the
Issuer fails to
provide, prior to the effective date
of such replacement, a fully executed Irrevocable Transfer Agent
Instructions in a form as initially
delivered pursuant to the Purchase Agreement
(including but not limited to
the provision to irrevocably reserve shares of Common Stock in the Reserved Amount)
signed by the successor transfer agent to Issuer
and the Issuer.


 


3.16           
Cross-Default.  Notwithstanding
anything to the
contrary contained
in this Note
or the other
related or companion
documents, a breach or default by
the Issuer of any covenant or other term
or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods,
shall, at
the option of the Issuer, be considered
a default under this
Note and the Other Agreements,
in which event the Holder shall be entitled
(but in no event required) to
apply all rights and remedies
of the Holder under
the terms of this Note and
the Other Agreements by reason of
a default under said Other Agreement or
hereunder. "Other Agreements" means, collectively, all agreements and instruments
between, among or by: (1)
the Issuer, and, or for the benefit of, (2) the Holder and any affiliate
of the Holder, including, without limitation,
promissory notes; provided, however, the term "Other
Agreements" shall not include the
related or companion documents to this Note. Each
of the loan transactions will
be cross-defaulted with each other loan
transaction and with all other existing and
future debt of Issuer
to the Holder.




    	12



    	 



    

 


Upon
the occurrence and
during the continuation
of any Event
of Default specified
in Section 3.1
(solely with respect to failure to pay the principal hereof or interest thereon
when due at the Maturity Date), the Note shall become immediately due and
payable and the Issuer shall pay to the
Holder, in full satisfaction of its obligations hereunder, an amount
equal to the Default Sum (as defined herein).UPON
THE OCCURRENCE AND DURING THE CONTINUATION OF ANY
EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND
THE ISSUER SHALL PAY TO THE HOLDER,
IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z)
TWO (2). Upon the
occurrence and during
the continuation of any Event of Default specified in Sections 3.1 (solely with
respect to failure to pay the principal
hereof or interest thereon when due on this Note
upon a Trading Market Prepayment Event pursuant to
Section 1.7 or upon acceleration), 3.3, 3.4,
3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3. 15 exercisable
through the delivery
of written notice to the Issuer by such
Holders (the "Default Notice"),  and upon the occurrence of an Event
of Default specified the remaining sections of
Articles III (other than failure
to pay the principal hereof
or interest thereon at the Maturity Date specified in Section 3, I 
hereof), the Note shall become immediately
due and payable and the
Issuer shall pay to the Holder, in full satisfaction of its obligations hereunder,
an amount equal to the greater of (i) 150%
times the sum of (w) the then outstanding principal amount
of this Note plus (x) accrued
and unpaid interest on the unpaid
principal amount of this Note to the date of payment (the "Mandatory Prepayment
Date") plus (y) Default
Interest, if any, on the amounts
referred to in clauses (w) and/or (x)(z)
any amounts owed to the Holder pursuant
to Sections 1.3 and 1.4(g) hereof
(the then outstanding principal amount of this Note
to the date of payment plus the
amounts referred to in clauses (x), (y)
and (z) shall collectively
be known as the "Default Sum") or (ii) the "parity value"
of the Default Sum to be prepaid, where
parity value means (a) the highest number of
shares of Common Stock issuable upon
conversion of or otherwise pursuant
to such Default Sum in accordance with
Article I, treating the Trading Day immediately preceding the Mandatory Prepayment 
Date as the  "Conversion Date" for purposes of
determining the lowest applicable Conversion
Price, unless the Default Event arises as a
result of a
breach in respect of a
specific Conversion Date in which case
such Conversion Date shall be the Conversion
Date), multi plied by (b) the highest Closing Price
for the Common Stock during the period beginning on
the date of first occurrence of the Event
of Default and ending
one day prior to
the Mandatory Prepayment Date (the
"Default Amount") and all other amounts payable hereunder shall
immediately become due and payable, al l without demand, presentment or notice, al l 
of which  hereby are expressly waived, together with all costs, including, without
limitation, legal fees and expenses, of collection,
and the Holder shall be entitled to exercise
all other rights and remedies available
at law or in equity.


 


If the
Issuer fails to
pay the Default
Amount within five
(5) business days
of written notice that
such amount is
due and
payable, then the Holder shall
have the right
at any time, so long
as the Issuer remains in default (and
so long and to the extent that there
are sufficient authorized shares), to require the
Issuer, upon written notice,
to immediately issue, in
lieu of the Default Amount, the number of shares of Common  Stock of the Issuer
equal to the Default Amount divided by the Conversion Price then
in effect.


 




    	13



    	 



    

 


ARTICLE IV.
MISCELLANEOUS


 


4.1               
Failure or
Indulgence Not Waiver.
 No failure
or delay on
the part of
the Holder in the exercise 
of any power, right or privilege 
hereunder  shall operate as a waiver
thereof, nor shall any
single or partial exercise
of any such power, right or
privilege preclude other or further  exercise thereof or of any other right,
power or privileges.All rights and remedies existing hereunder  are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 


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 Issuer, to:





_________________


_________________


_________________


_________________




Attn: Facsimile:


  


If to
the Holder:


 


WHC
Capital, LLC.


200 Stonehinge
Lane,


Suite
3


Carle Place,
NY. 11514


Tel: 718.530.0182


 


4.3               
Amendments.  This
Note and any
provision hereof may
only be amended by
an instrument in
writing signed by
the Issuer and the Holder. The
term "Note" and all reference
thereto, as used throughout this
instrument, shall
mean this instrument (and the
other Notes issued pursuant to the
Purchase Agreement) as originally
executed, or if later
amended or supplemented, then as so amended
or supplemented.




    	14



    	 



    

 


4.4               
Assignability. This Note 
shall  be  binding 
upon  the  Issuer 
and  its successors and
assigns, and shall
inure to be
the benefit of
the Holder and its successors and assigns. Each transferee of
this Note must be an "accredited investor" (as defined
in Rule 501(a) of the 1933 Act).Notwithstanding  anything in
this Note to the
contrary, this Note may be pledged as collateral in connection with a bona  fide
margin  account or other  lending arrangement.


 


4.5               
Cost  of 
Collection.If default is
made in the payment of
this Note, the Issuer
shall pay the
Holder hereof costs
of collection , including reasonable attorneys'
fees.


 


4.6               
Governing  Law.This
Note shall  be  governed 
by  and  construed 
in accordance with
the laws of
the State of
New York without
regard to principles of conflicts
of laws.Any action brought by either party against  the 
other concerning the transactions contemplated by this Note shall be brought
onl1y in the state courts of New York or
in the federal courts located in the
state and county of Nassau . The parties to this
Note hereby irrevocably waive any objection to jurisdiction and venue
of any action instituted hereunder and shall
not assert any defense based on Jack of jurisdiction or venue or based upon forum
non conveniens. The Issuer and Holder 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 Note
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 mod ified to
conform with such statute or rule
of law. A n y
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. Each
party hereby irrevocably waives personal service of process and consents to process
being served in any suit, action or proceed ing
in connection with this Agreement
or any other Transaction Document by
mailing a copy thereof via
registered or certified mail or overn ght delivery
(with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that
such service shall constitute good
and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any other
manner permitted by law.


 


4.7               
Certain Amounts. Whenever  pursuant 
to  this  Note 
the  Issuer  is required
to pay an
amount
in excess of
the outstanding principal amount (or the
portion thereof required to
be paid at that time) pl us accrued and unpaid interest plus Default
Interest on such interest, the Issuer
and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be
difficult to determine and the amount to
be so paid by the Issuer
represents stipulated damages
and not a penalty and is intended to compensate
the Holder in part for loss of the opportunity
to convert this Note and
to earn a return
from the sale of shares of Common Stock
acquired upon conversion
of this Note at a
price in excess of the price paid for
such shares pursuant to this Note . The Issuer and
the Holder hereby agree
that such amount of stipulated damages
is not plainly disproportionate
to the possible loss to the Holder from
the receipt of a cash payment without the opportunity to convert this
Note into shares of Common Stock.


 


4.8               
Purchase Agreement.  By
its acceptance of
this Note,
each party agrees
to be bound
by the applicable
terms of the Purchase
Agreement.




    	15



    	 



    

 


4.9               
Notice of Corporate Events. Except as
otherwise provided  below,
the Holder of
this Note shall
have no rights
as a Holder
of Common Stock
unless and only to the extent that it converts this Note
into Common Stock. The Issuer shall provide the Holder with prior notification
of any meeting of the Issuer's
shareholders (and copies
of proxy materials and other information sent to shareholders). In the event
of any taking by the Issuer of a
record of its shareholders for the purpose of determining shareholders who
are entitled to receive payment of any dividend or
other distribution, any right to
subscribe for, purchase or otherwise
acquire (including by way of merger, consolidation,
reclassification or recapitalization) any share of any class
or any other securities or property, or to receive any other right,
or for the purpose of determining shareholders who are entitled to vote in connection
with any proposed sale, lease or conveyance
of all or substantially all
of the assets of the Issuer or any proposed liquidation, dissolution
or winding up of the Issuer, the Issuer
shall mail a notice to the Holder, at least
twenty (20) days prior to the record date specified therein
(or thirty (30) days prior to
the consummation of the transaction or
event, whichever  is earlier), of
the date on which any
such record  is to be taken for the
purpose of such dividend , distribution,
right or other event, and
a brief statement regarding the amount
and character of such dividend, distribution, right or other event to the extent known at such
time. The Issuer shall make a
public announcement of any event
requiring notification to the Holder hereunder substantially simultaneously with the notification
to the Holder in accordance with the terms of this Section 4.9.


 


4.10           
Remedies. The  Issuer 
acknowledges  that  a 
breach  by  it 
of  its obligations  hereunder 
will  cause  irreparable 
harm  to the
Holder, by vitiating the intent and purpose
of the transaction contemplated hereby. Accordingly, the Issuer acknowledges
that the remedy at law for a breach
of its obligations under this Note will be inadequate and agrees,
in the event of a breach or threatened breach
by the Issuer of the provisions of
this Note, that the Holder shall be
entitled, in addition to all
other available remedies at
law or in equity, and
in addition to the penalties assessable herein , to an injunction or injunctions
restraining, preventing or curing any breach of this Note and to
enforce specifically the terms and provisions thereof, without the necessity of showing
economic loss and without any bond
or other security being required.


 


 


IN WITNESS
WHEREOF, Issuer has
caused this Note
to be signed
in its name
by its duly authorized
officer:


 


 


 


NYXIO
Technologies, Corp.


 


 


By: /s/ Giorgio Johnson


Print: Giorgio
Johnson


Title/Date: CE0


05/09/2014



    	16