SECOND
AMENDMENT TO


TERMINUS,
INC./THE BLACKHAWK FUND


SECURED
PROMISSORY NOTE





THIS SECOND AMENDMENT TO SECURED
PROMISSORY NOTE(“Second
Amendment”) is made and entered into as of July 7, 2010, by and among
Terminus, Inc., a Nevada corporation “Terminus”), The Blackhawk
Fund, a Nevada corporation (“Blackhawk”, together with
Terminus, “Borrower”)
and Professional Offshore Opportunity Fund Ltd. (“Holder”).


.


RECITALS





WHEREAS, on April 24, 2008,
Borrower issued a secured promissory note (the “Note”), pursuant to which it
promised to pay to the order of Holder, the principal amount of FIVE HUNDRED
FIFTY THOUSAND DOLLARS ($550,000), together with interest incurred thereon, as
therein provided.





WHEREAS, on July 20, 2009, the
Borrower and the Holder amended the Note pursuant to a First Amendment to
Secured Promissory Note (the “First Amendment”), as therein
provided.  The Note and the First Amendment are incorporated into this
Second Amendment by this reference and all defined terms in the Note shall have
the same meaning in this First Amendment;





WHEREAS, the Borrower and
Holder have determined that it is advisable and in their best interests to amend
the Note to extend the Maturity Date, as provided herein;





NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound hereby, the Borrower and the Holder hereby agree as
follows:




AGREEMENT




1.           Incorporation
of Recitals.The Recitals set forth
above are herein incorporated into this Second Amendment.




2.           Amendments
to Agreement.




A.           The
definition of “Maturity Date” contained in the first paragraph of the Note is
hereby amended by deleting “July 10, 2010” and inserting “February 1, 2011” in
lieu thereof.




B.           A
new Section 4.10 is hereby inserted to read in its entirety as
follows:




“Specific Enforcement,
Consent to Jurisdiction.  Blackhawk and the Holder acknowledge and
agree that irreparable damage would occur in the event that the conversion
provisions of Section 1.5 of this Note were not performed in accordance with
their specific terms or were otherwise breached.  It is accordingly agreed
that the parties shall be entitled to one or more preliminary and final
injunctions to prevent or cure breaches of the provisions of Section 1.5 of this
Note and to enforce specifically the terms and provisions thereof, this being in
addition to any other remedy to which any of them may be entitled by law or
equity.”


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3.           Modification.  This
First Amendment shall be deemed a modification of the
Agreement.  Except as specifically modified hereby, the Agreement
shall be deemed controlling and effective, and the parties hereby agree to be
bound by each of its terms and conditions.




4.           Counterparts.  This
First Amendment may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.




IN WITNESS WHEREOF, the
Parties hereto, intending to be legally bound, have each executed this First
Amendment on the date set forth above.





“BORROWER”TERMINUS,
      INC.By:Name:
      Frank MarshikTitle:
      PresidentTHE
      BLACKHAWK FUNDBy:Name:
      Frank MarshikTitle:
      President“HOLDER”PROFESSIONAL
      OFFSHORE OPPORTUNITY FUND, LTD.By:Name:  Howard
      BergerTitle:  Manager




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