NYXO


$275,000
PROMISSORY NOTE


Interest
free if paid in full


within
3 months


 


FOR
VALUE RECEIVED, Nyxio Technologies Corp., a Nevada corporation (the "Borrower") with at least 37,000,000 common
shares issued and outstanding, promises to pay to JMJ Financial or its Assignees (the "Lender") the Principal Sum along
with the Interest Rate and any other fees according to the terms herein. This Note will become effective only upon execution by
both parties and delivery of the first payment of Consideration by the Lender (the "Effective Date").


 


The
Principal Sum is $275,000 (two hundred seventy-five thousand) plus accrued and unpaid interest and any other fees. The Consideration
is $250,000 (two hundred fifty thousand) payable by wire (there exists a $25,000 original issue discount (the "OID")).
The Lender shall pay $50,000 of Consideration upon closing of this Note. The Lender may pay additional Consideration to the Borrower
in such amounts and at such dates as Lender may choose in its sole discretion. THE PRINCIPAL SUM DUE TO LENDER SHALL BE PRORATED
BASED ON THE CONSIDERATION ACTUALLY PAID BY LENDER SUCH THAT THE BORROWER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED AND THE
BORROWER IS NOT REQUIRED TO REPAY ANY UNFUNDED PORTION OF THIS NOTE (plus an approximate 10% original issue discount that
is prorated based on the Consideration actually paid by the Lender as well as any other interest or fees, see example attached
in Exhibit A). The Maturity Date is one year from the Effective Date (the "Maturity Date") and is the date upon which
the Principal Sum of this Note, as well as any unpaid interest, shall be due and payable. The Conversion Price is the lesser of
$0.06 or 65% of the lowest trade price in the 25 trading days previous to the conversion. Unless otherwise agreed in writing by
both parties, at no time will the Lender convert any amount of the Note into common stock that would result in the Lender owning
more than 4.99% of the common stock outstanding.


 


1.
ZERO Percent Interest for the First Three Months. The Borrower may repay this Note at any time on or before
180 days from the Effective Date, after which the Borrower may not make further payments on this Note prior to the Maturity Date
without written approval from Lender. If the Borrower repays the Note on or before 90 days from the Effective Date, the Interest
Rate shall be ZERO PERCENT (0%). If Borrower does not repay the Note on or before 90 days from the Effective Date, a one-time
Interest charge of 5% shall be applied to the Principal Sum. Any interest payable is in addition to the OID, and that OID (or
prorated OID, if applicable) remains payable regardless of time and manner of payment by Borrower.


 


2.
Conversion. The Lender has the right, at any time after the Effective Date, at its election, to convert all or part of
the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable
shares of common stock of the Borrower as per this conversion formula: Number of shares receivable upon conversion equals the
dollar conversion amount divided by the Conversion Price. Conversions may be delivered to Borrower by method of Lender's choice
(including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless
and not require further payment from the Lender. If no objection is delivered from Borrower to Lender regarding any variable or
calculation of the conversion notice within 24 hours of delivery of the conversion notice, the Borrower shall have been thereafter
deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The
Borrower shall deliver the shares from any conversion to Lender (in any name directed by Lender) within 3 (three) business days
of conversion notice delivery.


 


3.
Conversion Delays. If Borrower fails to deliver shares in accordance with the timeframe stated in Section 2, Lender, at
any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable
to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares
returned to the Borrower (under Lender's and Borrower's expectations that any returned conversion amounts will tack back to the
original date of the Note). In addition, for each conversion, in the event that shares are not delivered by the fourth business
day (inclusive of the day of conversion), a penalty of $2,000 per day will be assessed for each day after the third business day
(inclusive of the day of the conversion) until share delivery is made; and such penalty will be added to the Principal Sum of
the Note (under Lender's and Borrower's expectations that any penalty amounts will tack back to the original date of the Note).


 


4.
Reservation of Shares. At all times during which this Note is convertible, the Borrower will reserve from its authorized
and unissued Common Stock 15,000,000 shares to provide for the issuance of Common Stock upon the full conversion of this Note.


 


5.
Piggyback Registration Rights. The Borrower shall include on the next registration statement the Borrower files with SEC
(or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion
of this Note. Failure to do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but
not Jess than $25,000, being immediately due and payable to the Lender at its election in the form of cash payment or addition
to the balance of this Note.


 


6.
Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries
of aoy security with any term more favorable to the holder of such security or with a term in favor of the holder of such security
that was not similarly provided to the Lender in this Note, then the Borrower shall notify the Lender of such additional or more
favorable term and such term, at Lender's option, shall become a part of the transaction documents with the Lender. The types
of terms contained in another security that may be more favorable to the holder of such security include, but are not limited
to, terms addressing conversion discounts, conversion lookback periods, interest rates, original issue discounts, and warrant
coverage.



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7.
Default. The following are events of default under this Note:(i) the Borrower shall fail to pay any principal under the
Note when due and payable (or payable by conversion) thereunder; or (ii) the Borrower shall fail to pay any interest or any other
amount under the Note when due and payable (or payable by conversion) thereunder; or (iii) a receiver, trustee or other similar
official shall be appointed over the Borrower or a material part of its assets and such appointment shall remain uncontested for
twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or (iv) the Borrower shall become insolvent or
generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods.
if any; or (v) the Borrower shall make a general assignment for the benefit of creditors; or (vi) the Borrower shall file a petition
for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (vii) an involuntary proceeding shall be
commenced or filed against the Borrower; or (viii) the Borrower shall lose its status as "DTC Eligible" or the borrower's
shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the
DTC System; or (ix) the Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with
the SEC.


 


8.
Remedies. In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest,
liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, shall become, at the Lender's
election, immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater
of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other
amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever
has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full,
whichever has a higher VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest,
liquidated damages, fees and other amounts hereon. Commencing five (5) days after the occurrence of any event of default that
results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the
lesser of 18% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein,
the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and
the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder
and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any
time prior to payment hereunder and the Lender shall have all rights as a bolder of the note until such time, if any, as the Lender
receives full payment pursuant to this Section 8. No such rescission or annulment shall affect any subsequent event of default
or impair any right consequent thereon. Nothing herein shall limit Lender's right to pursue any other remedies available to it
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required
pursuant to the terms hereof.


 


9.
No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, Lender will not enter
into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with
respect to the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender,
Lender immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under
such conversion notice would not be considered short sales.


 


10.
Assignabilitv. The Borrower may not assign this Note. This Note will be binding upon the Borrower and its successors and
will inure to the benefit of the Lender and its successors and assigns and may be assigned by the Lender to anyone of its choosing
without Borrowers approval.


 


11.
Governing Law. This Note will be governed by, and construed and enforced in accordance with, the laws of the State of Florida,
without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the
transactions contemplated by this Agreement shall be brought only in the state courts of Florida or in the federal courts located
in Miami-Dade County, in the State of Florida. Both parties and the individuals signing this Agreement agree to submit to the
jurisdiction of such courts.


 


12.
Delivery of Process by Lender to Borrower. In the event of any action or proceeding by Lender against Borrower, and only
by Lender against Borrower, service of copies of summons and/or complaint and/or any other process which may be served in any
such action or proceeding may be made by Lender via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or
process server, or by mailing or otherwise delivering a copy of such process to the Borrower at its last known attorney as set
forth in its most recent SEC filing.


 


13.
Attorney Fees. In the event any attorney is employed by either party to this Note with regard to any legal or equitable
action, arbitration or other proceeding brought by such party for the enforcement of this Note or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions of this Note, the prevailing party in such proceeding
will be entitled to recover from the other party reasonable attorneys' fees and other costs and expenses incurred. in addition
to any other relief to which the prevailing party may be entitled.


 


14.
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the
right to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by Borrower's
counsel.


 





15.
Notices. Any notice required or permitted hereunder must be in writing and either personally served, sent via facsimile
or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission
if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courtier service
for delivery.










 


	Borrower:

         

        /s/
        Giorgio Johnson

        Nyxio
        Technologies Corp.

        Chief
        Executive Officer & President

         

        Date:
        5/4/12

         
	Lender:

         

        /s/
        JMJ Financial

        JMJ
        Financial


Its
Principal

        

         

        Date:
        5/7/12



 


 


 



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EXHIBIT
A


Theoretical
Example


If
Lender funds $50,000 and Borrower repays in 60 days with cash payment, Borrower would repay $50,000 principal plus $0 interest
plus $5,000 OID= $55,000 total payment








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