THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT
OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT)


 


 



US $75,000.00 


 


REPLACEMENT
NOTE- ORIGINALLY ISSUED 2-16-12 IN THE AMOUNT OF $200,000.00


NYXIO
TECHNOLOGIES CORP.


8%
CONVERTIBLE REDEEMABLE NOTE


DUE
MARCH 4, 2015


 


 


FOR
VALUE RECEIVED, Nyxio Technologies Corp. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and
its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Seventy Five
Thousand dollars exactly (U.S. $75,000.00) on March 4, 2015 ("Maturity Date") and to pay interest on the principal
amount outstanding hereunder at the rate of 8% per annum commencing on March 4, 2014. The interest will be paid to the Holder
in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal
of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225 initially, and if changed, last
appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay
each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required
by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address
appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding
principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented
by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.


 


This
Note is subject to the following additional provisions:


 


1.This
Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the
Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder
shall pay any tax or other governmental charges payable in connection therewith.


 


2.The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and
applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior
to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this
Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue,
and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing
to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a),
and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being
converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including
receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.


 


4.(a)The
Holder of this Note is entitled, at its option, at any time after 180 days, and after full cash payment for the shares convertible
hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's
common stock (the "Common Stock") without restrictive legend of any nature, at a price ("Conversion Price")
for each share of Common Stock equal to 50% of the lowest closing bid price of the Common Stock as reported on the
National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock
may be traded in the future ("Exchange"), for the five prior trading days
including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered
by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the
Holder wishes to included the same day closing price). If the shares have not been delivered within 3 business days, the Notice
of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the
Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares
of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's intention
to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest
shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but
the number of shares issuable shall be rounded to the nearest whole share.


 


(b)Interest
on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company
in Common Stock ("Interest Shares"). The Holder may, at any time, send in a Notice of Conversion to the Company for
Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be
all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 


(c)During
the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount equal to 150%
of the unpaid principal amount of this Note along with any prepaid and earned interest. The redemption must be closed and paid
for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may
not redeem this Note.


 


(d)
Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series
of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of
the Common Stock, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company
is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company
and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
(each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon
request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the
date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together
with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion
Price.


 



    	 



    	 



    







(e)
In case of any Sale Event in connection with which this Note is not redeemed or converted, the Company shall cause effective
provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or
convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon
such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of
Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note,
immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration
received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the
Company or successor person or entity acting in good faith.


 


5.No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.


 


7.The
Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the
Holder in collecting any amount due under this Note.


 


8.If
one or more of the following described "Events of Default" shall occur:


 


(a)The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or


 


(b)Any
of the representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or
the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or


 


(c)The
Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of
the Company under this Note; or


 


(d)The
Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an
assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment
of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy
relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under
federal or state laws as applicable; or


 


(e)A
trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within thirty (30) days after such appointment; or


 


(f)Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or assets of the Company; or


 


(g)One
or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in
the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or


 


(h)defaulted
on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such
default within the appropriate grace period; or


 


(i)The
Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on
an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;


 


(j)If
a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the
Board;


 


(k)The
Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business
days of its receipt of a Notice of Conversion; or


 


(l)
The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.


 


Then,
or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived
in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder
and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand,
protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything
herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without
expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights
or remedies afforded by law. Upon an Event of Default, interest shall be accrue at a default interest rate of 24% per annum or,
if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event
of a breach of 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the
conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day.


 



    	2



    	 



    




 


If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including without limitation engaging
an attorney, then the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred
in the investigation, preparation and prosecution of such action or proceeding.


 


9.In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired
thereby.


 


10.Neither
this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the
Company and the Holder.


 


11.The
Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously
has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information
indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a)(9)
opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 


12.The
Company will issue irrevocable transfer agent instructions reserving 900,000,000 shares of Common Stock for conversion under this
Note. The reserve shall be replenished as needed to allow for conversions of this Note. Upon full conversion of this Note, the
reserve representing this Note shall be cancelled.


 


13.The
Company will give the Holder direct notice of any corporate actions including but not limited to name changes, stock splits, recapitalizations
etc. This notice shall be given to the Holder as soon as possible under law.


 


14.This
Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be
performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and
the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of
New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement
shall be effective as an original.


 





IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


 


Dated:


  


NYXIO
TECHNOLOGIES CORP.


 


By:
/s/ Authorized Signatory


 


Title:



 



    	3



    	 



    



 


EXHIBIT A


 


 


NOTICE
OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of Nyxio
Technologies Corp. (“Shares”) according to the conditions set forth in such Note, as of the date written below.


 


If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes
and charges payable with respect thereto.


 


Date
of Conversion:


 


Applicable
Conversion Price:


 








Signature:



 


[Print
Name of Holder and Title of Signer]


 


Address:






 


SSN
or EIN: 


 


Shares
are to be registered in the following name: 


 





Name:



Address:


Tel:



Fax:



SSN
or EIN: 


 


Shares
are to be sent or delivered to the following account:


 


Account
Name: 


Address:







    	4