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CONVERTIBLE 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 FIVE HUNDRED 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.      CONVERSION: Beginning
ninety (90) days after the date set forth above and continuing until the
Convertible Promissory Note (the Note) has been paid in full, the right to
convert all amounts then due under the Note at a conversion rate (Conversion
Rate) that is a discount of thirty percent (30%) to the lowest bid price during
the prior ten (10) trading days.

3.      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"):

3.1.      Failure to PayThe 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

3.2.      BankruptcyThe 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 un-discharged 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 un-dismissed 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.

4.      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.

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

6.      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.

7.      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.

8.      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.

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9.      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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