AMENDMENT
      NO. 1 TO

    3DICON
      CORPORATION

    9.75%
      CONVERTIBLE NOTE

    


    This
      Amendment No. 1 to the 9.75% Convertible Note, as defined below (this
“Amendment”)
      is
      entered into to be effective as of the 8th day of October 2008, by 3DIcon
      Corporation, an Oklahoma corporation, with principal executive offices located
      at 6804 South Canton Avenue, Suite 150, Tulsa, Oklahoma (the “Company”),
      and
      Golden Gate Investors, Inc., a California corporation (the “Holder”).

    


    WHEREAS,
      pursuant to the terms of the Securities Purchase Agreement dated June 8, 2007
      among the Company and the Holder (the “Purchase
      Agreement”),
      the
      Company issued a 9.75% Convertible Note dated June 8, 2007 in the principal
      amount of $700,000 (the “Note”)
      to the
      Holder. Unless otherwise defined herein, all capitalized terms used in this
      Amendment have the meanings given to them in the Debenture;

    


    WHEREAS,
      in connection with the issuance of the Note, Martin Keating, the Company’s
      Chairman and CEO, agreed to pledge certain securities of the Company to the
      Holder (the “Stock
      Pledge Agreement”);
      

    


    WHEREAS,
      in accordance with the terms of the Note, on June 4, 2008, the Holder provided
      the Company with notice of its election to extend the Initial Maturity Date
      to
      October 8, 2008 (the “Extended
      Maturity Date”);

    


    WHEREAS,
      the Holder and the Company desire to amend the terms of the Note in order to
      further extend the Maturity Date.

    


    NOW
      THEREFORE, in consideration of the above, and for good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto agree as follows:

    


    
      
        1.1
          The
          Maturity Date of the Note is hereby extended to January 31,
          2009.

      

    

    


    1.2 All
      other
      terms and provisions of the Note in direct conflict with the amendments
      specifically set forth herein are hereby amended to conform to these amendments;
      and except for these amendments, all other terms and conditions of the Note
      shall remain unamended hereby and in full force and effect.

     

    1.3 This
      Amendment, together with the Purchase Agreement, the Note , the Escrow Agreement
      and the Stock Pledge Agreement, embodies the entire agreement and understanding
      between the Company and the Holder relating to the subject matter hereof and
      supersedes all prior agreements and understandings relating to such subject
      matter.

     

    1.4 If
      any
      provision of this Amendment, or the application of such provisions to any Person
      or circumstance, shall be held invalid, the remainder of this Amendment, or
      the
      application of such provision to Persons or circumstances other than those
      to
      which it is held invalid, shall not be affected thereby.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.5 This
      Amendment may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed an original, but all of which taken together shall constitute one and
      the
      same agreement. A facsimile transmission of this signed Amendment shall be
      legal
      and binding on all parties hereto.

     

     

    [Signature
      Page Follows]


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have duly caused this Amendment to be
      executed and delivered on the date first written above.

    


    
      	
              3DICON
                CORPORATION

            	 	
              GOLDEN
                GATE INVESTORS, INC.

            
	 	 	 	 	 
	
              By:
                

            	
              /s/
                Martin Keating

            	 	
              By:

            	
              /s/
                Travis Huff

            
	
              Title:
                

            	
              Chairman
                & CEO

            	 	
              Title:

            	
              Portfolio
                Manager