AMENDMENT NO. 1 TO


NOTE


 


This AMENDMENT NO. 1 TO NOTE (this "Amendment")
dated as of April 21, 2012 (the "Effective Date'') is entered into by Nyxio Technologies Corporation, a Nevada corporation
(the "Company").


 


Recitals


 


WHEREAS, the Company and Chamisa Technology,
LLC, a New Mexico company ("Chamisa") entered into a Note, dated March 15, 2010 (the "Note"),
in the original principal amount of$81,595 in favor of Chamisa;


 


WHEREAS, pursuant an Agreement, dated
April 20, 2012, by and between Chamisa and Michelle Nelson, an Oregon resident, (''Michelle Nelson") Chamisa assigned
the Note to Michelle Nelson;


 


WHEREAS, the Maturity Date of the Note
is March 15, 2012 (subject to extension at the option of the Holder) and as of the date hereof the Original Principal Amount remains
outstanding;


 


WHEREAS, in consideration of the forgiveness
by Michelle Nelson of $56,595 of indebtedness owed to by the Company, and extending the Maturity Date of the Note to January


15, 2013, the Company has agreed to convert the Note into
a Convertible Note (the "Convertible Note") at a Conversion Price of$0.001;


 


WHEREAS, the parties desire that, the
Note be amended to reflect (i) the Note is now a Convertible Note and (ii) that the Conversion Price (as defined in the Convertible
Note) be $0.001 ; and


 


NOW, THEREFORE, in consideration of
the foregoing, and of the mutual representations, warranties, covenants, and agreements herein contained, the parties hereto agree
as follows:


 


Agreement


 


Section 1. Defined Terms. Unless
otherwise indicated herein, all terms which are capitalized but are not otherwise defined herein shall have the meaning ascribed
to them in the Convertible Note.


 


Section 2. Amendment to Note.


 


a) The Note is hereby amended to add the following
provision:



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"(i) "The "Maturity Date"
shall be January 15, 2013, as may be extended at the option of the Holder (i) in the event that, and for so long as, an Event of
Default shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 2) or any event
that shall have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of Default
and (ii) through the date that is ten (10) Business Days after the consummation of a Change of Control in the event that a Change
of Control is publicly announced or a Change of Control Notice is delivered prior to the Maturity Date."


 


b) The Note is hereby amended to add the following
provision:


 


"(ii) "At the election of the Lender
(or its assignee) and upon written notice to the Company, which may be made from time to time during the term of this Note, all
or a portion of the outstanding balance of principal and interest under the Note may be converted into Company common stock at
a price of$0.001 per share. Within three (3) days of receipt of written notice from Lender (or its assignee) of its election to
convert, the Company shall deliver to the Lender (or its assignee) share certificate(s) for the number of shares of Company common
stock requested to be issued in the conversion notice."


 


a. Exercise Limitation. Notwithstanding
anything to the contrary contained herein, the number of shares of Company common stock that may be acquired by the Lender upon
conversion of this Note shall be limited to the extent necessary to ensure that, following such conversion (or other issuance),
the total number of shares of Company common stock then beneficially owned by Lender, its affiliates and any other persons whose
beneficial ownership of Company common stock would be aggregated with the Lender's for purposes of Section 13(d) of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), does not exceed 4.99% of the total number of issued
and outstanding shares of Company common stock (including for such purpose the shares of Company common stock issuable upon such
conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder. The Lender, upon not less than 61 days' prior notice to the Company, may increase
or decrease the beneficial ownership limitations provision of this section, provided that the beneficial ownership limitation may
in no event exceed 9.99% of the number of shares of the Company common stock outstanding. Any such increase or decrease will not
be effective until the 61st day after such notice is delivered to the Company. The limitations contained in this paragraph shall
apply to a successor holder of this


Note.



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Section 3. Forgiveness of Debt.
The Additional debt owed to Michelle Nelson is hereby forgiven and extinguished."


 


Section 4. Board Consent for Conversion.
Any conversion of debt owed to Michelle Nelson under the Note must be approved by the Board of Directors of the Company and in
the event that the Board of Directors does not approve such conversion request, the corresponding principal amount shall be due.


 


Section 5. Ratifications; Inconsistent
Provisions. Except as otherwise expressly provided herein, the Note, is, and shall continue to be, in full force and effect
and is hereby ratified and confirmed in all respects, except that on and after the Effective Date, all references in the Convertible
Note to "this Agreement", "hereto", "hereof', "hereunder" or words of like import referring
to the Original Agreement shall mean the Note as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the
extent that there is any inconsistency between the provisions of the Note and this Amendment, the provisions of this Amendment
shall control and be binding.


 


Section 6. Counterparts. This
Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or
other electronic transmission of any signed original document shall be deemed the same as delivery of an original.


 


IN WITNESS WHEREOF, the Company has
caused this Amendment No. 1 to a Convertible Note to be executed as of the date first written above by their respective officers
thereunto duly authorized.



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NYXIO TECHNOLOGIES CORPORATION


By: /s/ Mirjam Metcalf


Name: Mirjam Metcalf


Title: Chief Financial Officer,


Treasurer and Secretary


 


Acknowledged and Accepted as of


the date first written above:


 


Michelle Nelson


 


By: /s/ Michelle Nelson


Name: Michelle Nelson


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to the Amendment
No. 1]








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