AMENDMENT NO. 3


TO


RESOURCE HOLDINGS, INC.


PROMISSORY NOTE


 


This Amendment No. 3 to Promissory Note
(the “Amendment”) is dated as of the 21ST day of March,
2012, and is by and between _________________ (the “Holder”) and RESOURCE HOLDINGS, INC., a Nevada corporation (the
“Borrower”).


 


WHEREAS, the Holder and the Borrower
are parties to that certain Promissory Note dated _________________ (as amended or otherwise modified from time to time, the “Note”;
capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Note); and


 


WHEREAS, pursuant to Amendment No.
1 to Promissory Note, dated as of November 23, 2010, and Amendment No. 2 to Promissory Note dated as of June 1, 2011, the
Borrower and the Holder extended the final maturity date of the Note to March 28, 2012;


 


WHEREAS, the Borrower has requested
that the final maturity date of the Note be further extended from March 28, 2012 to May 30, 2012;


 


NOW, THEREFORE, in consideration
of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of
the Holder and the Borrower hereby agree to amend the first paragraph of the Note as follows:


 


“FOR VALUE RECEIVED, RESOURCE
HOLDINGS, INC., a Nevada corporation (herein called the “Company”), hereby promises to pay to _______________, with
an address _________________, _________________, or its assigns (together, herein called the “Holder”), (A) on the
earlier of (i) the date on which the Company consummates one or more offerings of debt or equity securities with aggregate net
proceeds to the Company of at least Ten Million Dollars ($10,000,000), or (ii) August 31, 2011 (the earlier of (i) or (ii), the
“Initial Principal Payment Date”) the principal sum of _______________ Dollars and 00/100 ($________________) and (B)
on May 30, 2012, the principal sum of _________________Dollars and 00/100 ($_________________), together with interest upon the
principal hereof at the rate of 10% per annum. Interest on this Note shall accrue on the outstanding principal amount on this Note
from the date of issuance until the date of repayment of the principal and payment of accrued interest in full. Interest shall
be calculated on the basis of a 365 day year and shall be payable at final maturity. Payments hereunder shall be made at such place
as the holder hereof shall designate to the undersigned, in writing, in lawful money of the United States of America. Any payment
which becomes due on a Saturday, Sunday or legal holiday shall be payable on the next business day. This Note was issued pursuant
to that certain Subscription Agreement, dated _________________, between the Company and the Holder (the “Subscription Agreement”).


 






    	 



    	 	



    
  


IN WITNESS WHEREOF, this Amendment
has been executed as of, and is effective as of, the day and year first written above.


 





	 	Resource Holdings,
    Inc., as Borrower
	 	 
	 	 
	 	By:__________________________________
	 	Name:  Michael Campbell
	 	Title:    Chief Executive Officer
	 	 
	 	 
	 	By:__________________________________
	 	_________________, as Holder