PROMISSORY NOTE

|        |             
|------- | ------------
|$40,500 | May 23, 2008

FOR VALUE RECEIVED,the sufficiency
of
which is hereby acknowledged, the undersigned, CX2
Technologies, Inc.,a Nevada corporation (the <Maker),
promises to pay to the order of MICHAEL RAND(the <Holder), the
principal sum of FOURTY THOUSAND FIVEHUNDRED and NO/100 DOLLARS($40,500) (the <Principal), without interest except as hereinafter
set forth.

1.     PAYMENT OF PRINCIPAL. The outstanding
principal balance of this Note shall be due upon demand. All payments hereunder
shall be made at the principal residence of the Holder, or such other place as the Holder may
from time to time designate in writing.

2.          EVENTS OF DEFAULT. If one or more of the
following described events shall have occurred and be continuing, then this Note shall be in
default (each, a <Default):

2.1.
Failure
to Pay.
The Maker shall fail to pay the Principal balance of this Note or of Interest on this Note on
or within five (5) days after the date upon which such payment becomes due; or

2.2.
Bankruptcy. The Maker shall be
adjudicated as bankrupt or insolvent, or admit in writing its inability
to pay its debts as they mature, or make an assignment for the benefit of
creditors; or
the Maker shall apply for or consent to the appointment of a receiver, trustee,
or similar officer for it or for all or any substantial part of its property;
or such receiver, trustee or similar officer shall be appointed without the
application or consent of the Maker and such appointment shall continue undis­ charged for a period of
sixty (60) days; or the Maker shall institute (by petition, application,
answer, consent
or otherwise) any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the
laws of any jurisdiction; or any such proceeding shall be instituted (by petition,
application or otherwise) against the Maker and shall remain undismissed for
a period of sixty (60) days; or any judgment, writ, warrant of attachment or
execution or similar process shall be issued or levied against a substantial
part of the property of the Maker
and such judgment, writ, or similar process shall not be released, vacated or
fully bonded within sixty (60) days after
its issue or levy.

3.          DEFAULT REMEDIES. Upon the occurrence of
a Default, the entire unpaid Principal, together with accrued and unpaid
Interest, shall be forthwith due and payable without notice or demand.

4.          PREPAYMENT. This Note may be
prepaid in whole or in part without penalty.

5.          WAIVER OF NOTICE. ETC. The Maker waives
demand, presentment, protest, dishonor and notice of maturity, non-payment or protest and
all other requirements to hold the Maker liable.

6.          BUSINESS DAYS. If a payment of
Principal or Interest on this Note becomes due on a Saturday, Sunday or
other legal holiday on which state or federal banks in the State of Florida are
closed, then the due date shall be extended to the next succeeding business
day.

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7.          AMENDMENT; WAIVER. This Note may not be
amended, extended, renewed or modified nor shall any waiver of any provision hereof be
effective, except by an instrument in writing executed by the Holder or his
authorized representative.

8.          GOVERNING LAW. This Note shall be
construed, interpreted, enforced and governed by and in accordance with the
laws of the State of Florida (excluding the principles thereof governing conflicts of law), with
exclusive jurisdiction and venue in the federal and state courts of Palm Beach County, Florida.

| |                         |                  
| | ----------------------- | -----------------
| | THE
 MAKER:            
| |                        
| | CX2
 Technologies, Inc.
| |                        
| | By:                     | /s/
 Michael Rand
| |                         |                  
| | Name:
 Michael Rand    
| | Title:
 President      

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