THIS
CONVERTIBLE PROMISSORY NOTE
AND THE SECURITIES
INTO WHICH THIS NOTE
IS CONVERTIBLE HAVE
NOT BEEN REGISTERED
UNDER THE SECURITIES ACT
OF 1933, AS
AMENDED, OR ANY
STATE SECURITIES LAWS
AND THIS CONVERTIBLE NOTE,
THE SECURITIES AND
ANY INTEREST THEREIN
MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH
ACT OR SUCH LAWS
OR AN EXEMPTION
FROM REGISTRATION UNDER
SUCH ACT
AND SUCH LAWS, WHICH,
IN THE OPINION
OF COUNSEL FOR
THE LENDER, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION,
IS AVAILABLE.


 


CONVERTIBLE
PROMISSORY NOTE


 


	$11,500.00		Rancho
                                         Palos Verdes, CA
	 	 	Issue
                                         Date: December 10, 2013



FOR
VALUE RECEIVED, the
undersigned, NXYIO Technologies, Inc.,
a Nevada corporation (referred
to herein as
the “Borrower” or
the “Company”), hereby
unconditionally promises to pay
to the order
of  Tide Pool Ventures Corporation its
endorsees, successors and
assigns (the “Lender”),
in lawful money
of the United
States, at such
address as the
Lender may from
time to time designate,
the principal sum
of Eleven Thousand Five Hundred Dollars
($11,500.00) (the “Loan”),
This Convertible Promissory Note
(the “Note”) shall
mature and become
due and payable
in full One (1)
year from the
Issue Date, which is December 10, 2014 (the
“Maturity Date”).


 


1.                 
Terms of Repayment. Principal
of and interest
on this Note
shall be paid
by the Borrower as
follows:


 


(a)     
On the Maturity
Date, Borrower shall
pay all principal
and interest, unless
otherwise converted (as defined
in Section 2.
below). Interest shall
accrue at a
rate of Nine
Point Eight Seven Five Percent
(9.875%) per semi-annum.


 


(b)   
The Borrower further
agrees that, if
any payment made
by the Borrower
or any other
person is applied to
this Note and
is at any
time annulled, set
aside, rescinded, invalidated,
declared to be fraudulent
or preferential or
otherwise required to
be refunded or
repaid, or the
proceeds of any property
hereafter pledged as
security for this
Note is required
to be returned
by Lender to the
Borrower, its estate,
trustee, receiver or
any other party,
including, without limitation,
under any bankruptcy law,
state or federal
law, common law
or equitable cause,
then, to the
extent of such payment
or repayment, the
Borrower’s liability hereunder
(and any lien,
security interest or other
collateral securing such
liability) shall be
and remain in
full force and
effect, as fully
as if such payment
had never been
made, or, if
prior thereto any
such lien, security
interest or other collateral
hereunder securing the
Borrower’s liability hereunder
shall have been
released or terminated by
virtue of such
cancellation or surrender,
this Note (and
such lien, security interest or
other collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall
not diminish, release, discharge, impair
or otherwise affect the obligations
of the Borrower in respect to the amount of such payment (or
any lien, security interest or other collateral securing such obligation).




    	 



    	 



    

 


		2.	Conversion.



 


(a)    
The Lender shall
have the right
to convert at
any time or
from time to
time, beginning One Hundred
Eighty (180) days
after the funding
of the Note
any or all
of the outstanding
balance of this Note
into fully-paid and
non-assessable shares of
Borrower’s Common Stock
(the “Conversion Shares”) at
Thirty Percent (30%)
discount to the
“Fair Market Value”
(the “Conversion Rate”). “Fair
Market Value” on
a date shall
be the lowest
volume weighted average price
(“VWAP”) of the
last Five (5)
trading days.


 


(b)   
In no event
shall the Lender
be entitled to
convert any portion
of this Note
in excess of
that portion of this
Note upon conversion
of which the
sum of (1)
the number of
shares of Common Stock
beneficially owned by
the Lender and
its affiliates (other
than shares of
Common Stock which may
be deemed beneficially
owned through the
ownership of the
unconverted portion of the
Notes or the
unexercised or unconverted
portion of any
other security of
the Borrower subject to
a limitation on
conversion or exercise
analogous to the
limitations contained herein) and
(2) the number
of shares of
Common Stock issuable
upon the conversion
of the portion
of this Note with
respect to which
the determination of
this proviso is
being made, would
result in beneficial ownership
by the Holder
and its affiliates
of more than
Four Point Nine
Nine Percent (4.99%) of
the outstanding shares
of Common Stock,
such ownership limitation
may be increased to Nine Point Nine Percent (9.9%) at the option of the Holder
upon Sixty-Five (65) days’ notice to
the Lender. For
purposes of the
proviso to the
immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934,
as amended (the
“Exchange Act”), and
Regulations 13D-G thereunder, except as
otherwise provided in clause (1) of such proviso.


 


(c)   
Surrender of Note
Not Required. The
Lender shall not
be required to
physically surrender this Note
to the Borrower
upon any conversion
hereunder unless the
full outstanding Principal Amount
represented by this
Note is being
converted or repaid.
The Lender and
Borrower shall maintain records
showing the outstanding
Principal Amount so
converted and repaid
and the dates of
such conversions or
repayments or shall
use such other
method, reasonably satisfactory
to the Lender
and the Borrower,
so as not
to require physical
surrender of this
Note upon each such
conversion or repayment. To
exercise any conversion, the
holder of this Note shall
submit a written notice in the form attached hereto as Exhibit A, Notice of
Conversion, and made a part hereof.


 


(d)    
Upon receipt by
the Borrower of
a Notice of
Conversion of this
Note by the
Lender, the Borrower shall
deliver or cause
to be delivered
to the Lender,
certificates for the
full number of Shares
issuable upon conversion
of this Note,
in accordance with
the provisions hereof,
within Five (5) business
days of receipt
of the Notice
of Conversion and
in no event
after Ten (10) business
days after such
receipt (hereinafter referred
to as the
“Deadline”). Such conversion
shall be deemed to
have been made
at the time
that this Note
was surrendered for
conversion and the notice
specified herein shall
have been received
by the Borrower
as long as
it is received
by 6 pm eastern
time. Upon receipt
by the Borrower
of a Notice
of Conversion, the
outstanding principal amount and
the amount of
accrued and unpaid
interest on this
Note shall be
reduced to reflect




    	2



    	 



    

such
conversion, and, unless
Borrower defaults on
its obligations under
this Note, all
rights with respect to
the portion of
the Note so
being converted shall
forthwith terminate except
the right to receive
the common stock
or other securities,
cash or other
assets, as provided
herein on such conversion.
If the Lender
has given a
Notice of Conversion
as provided herein,
the Borrower’s obligation to
issue and deliver
the certificates for
common stock shall
be absolute and unconditional,
irrespective of the
absence of any
action by the
Lender to enforce
the same, any waiver
or consent with
respect to any
provision thereof, the
recovery of any
judgment against any person
or any action
to enforce the
same, any failure
or delay in
the enforcement of
any other obligation of the
Borrower to the holder of record,
or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the Lender of any obligation to the Borrower;
and irrespective of
any other circumstances
which might otherwise
limit such obligation of
the Borrower to
the Lender in
connection with such
conversion. The Borrower’s
signature shall not be required for a conversion under this Note to be effective.


 


(e)   
The number of shares issuable upon conversion of this Note or repayment by the Borrower in shares
shall be proportionately
adjusted if the
Borrower shall declare
a dividend of
capital stock on its
capital stock, or
subdivide its outstanding
capital stock into
a larger number
of shares by reclassification,
stock split or otherwise,
which adjustment shall
be made effective
immediately after the record date
in the case
of a dividend,
and immediately after
the effective date
in the case of
a subdivision. The
number of shares
issuable upon conversion
of this Note
or any part
thereof shall be proportionately
adjusted in the
amount of securities
for which the
shares have been changed
or exchanged in
another transaction for
other stock or
securities, cash and/or
any other property pursuant
to a merger,
consolidation or other
combination. The Borrower
shall promptly provide the
holder of this
Note with notice
of any events
mandating an adjustment
to the conversion ratio,
or for any
planned merger, consolidation,
share exchange or
sale of the Borrower,
signed by the
President and Chief
Executive Officer of
Borrower.


 


3.                 
Fees and Requirements
for Funding.None


 


4.                 
Liability of the
Borrower. The Borrower
is unconditionally, and
without regard to
the liability of any
other person, liable
for the payment
and performance of
this Note and
such liability shall not
be affected by
an extension of
time, renewal, waiver,
or modification of
this Note or the
release, substitution, or
addition of collateral
for this Note.
Each person signing
this Note consents to
any and all
extensions of time,
renewals, waivers, or
modifications, as well
as to release, substitution,
or addition of
guarantors or collateral
security, without affecting
the Borrower's liabilities hereunder.


 


5.                  Representations and Warranties. The Borrower
represents and warrants as follows: (i)
the Borrower is a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada; (ii) the
execution, delivery and performance by the Borrower of this
Note are within the Borrower's powers, have been duly authorized by all necessary action, and
do not contravene (A) the Borrower's certificate of incorporation or (B) bylaws or (x) any law or
(y) any agreement or document binding on or affecting the Borrower, not otherwise disclosed to
the Lender prior to execution of this Note, (iii) no authorization or approval or other action by,
and no notice to or filing with, any
governmental authority, regulatory
body or third person is
required for the due execution, delivery and performance by the Borrower of this Note; (iv) this
Note constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance
with its terms except as enforcement hereof may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights
generally and subject to the applicability of general principles of equity; (v) the Borrower has all
requisite power and authority to own and operate its property and assets and to conduct its business as now conducted and
proposed to be conducted and to consummate the transactions contemplated hereby; (vi) the Borrower is duly qualified to
conduct its business and is in good standing in each
jurisdiction in which the character of the properties owned or leased by it, or in
which the transaction of its business makes such qualification necessary; (vii) the Borrower is not in violation or default
of any provision of (A)
its certificate of incorporation or by-laws, each as currently in effect, or (B)
any instrument, judgment, order, writ, decree or contract, statute, rule or regulation to which the Borrower is subject not otherwise disclosed to the Lender prior to
the execution of this Note, and (viii) this Note is validly issued, free of any taxes, liens, and encumbrances related to the
issuance hereof and is not subject to preemptive right or other similar right of members of the Borrower.



    	3



    	 



    




 


6.                 
Covenants. So long as
any principal or
interest is due
hereunder and shall
remain unpaid, the Borrower
will, unless the
Lender shall otherwise
consent in writing:


 


(a)   
Maintain and preserve
its existence, rights
and privileges;


 


(b)   
Not (i) directly
or indirectly sell
or otherwise dispose
of substantially all
of its properties
and assets, in the
aggregate, to any
person(s) or company,
whether in one
transaction or in
a series of transactions
over any period
of time, or
(ii) adopt any
plan or arrangement
for the dissolution
or liquidation of the
Borrower;


 


(c)   
Give written notice
to Lender upon
the occurrence of
an Event of
Default (as defined
below) or any event
but for the
giving of notice
or lapse of
time, or both,
would constitute an
Event of Default within
Five (5) Business
Days of such
event;


 


(d)   
Not use the
proceeds from the
issuance of this
Note in any
way for any
purpose that entails
a violation of, or
is inconsistent with,
Regulation U of
the Board of
Governors of the
Federal Reserve System of
the United States
of America.


 


(e)    
Comply in all
material respects with
all applicable laws
(whether federal, state
or local and whether
statutory. administrative or
judicial or other)
and with every
applicable lawful governmental order
(whether administrative or
judicial);


 


(f)   
Not make any
advance or loan
to any person,
firm or corporation,
except for reasonable
travel or business expenses
advanced to the
Company’s employees or
independent contractors in
the ordinary course of
business;


 


(g)   
Not prepay any
indebtedness, except for
trade payables incurred
in the ordinary
course of the Borrower’s
business; and




    	4



    	 



    

 


(h)    
Maintain disclosure of
Current Public Information
as that term
is defined in
Rule 144(c) of the
Securities Act, including
proper disclosure of
this Note as
required in its
next quarter or annual
filing.


 


7.                 
Events of Default. Each
and any of
the following shall
constitute a default
and, after expiration of
a grace period
which shall be
Thirty (30) Business
Days, shall constitute
an “Event of Default”
hereunder:


 


(a)   
the nonpayment of
principal, late charges
or any other
costs or expenses
promptly when due of
any amount payable
under this Note
or the nonpayment
by the Borrower
of any other obligation
to the Lender;


 


(b)   
the Borrower fails to
issue shares of
Common Stock to
the Lender (or announces
or threatens in writing
that it will
not honor its
obligation to do
so) upon exercise
by the Lender
of the conversion rights
of the Lender
in accordance with
the terms of
this Note, fails
to transfer or cause
its transfer agent
to transfer (issue)
(electronically or in
certificated form) any
certificate for shares of
Common Stock issued
to the Lender
upon conversion of
or otherwise pursuant
to this Note as
and when required by
this Note, the
Borrower directs its
transfer agent not
to transfer or delays,
impairs, and/or hinders
its transfer agent
in transferring (or
issuing) (electronically or in
certificated form) any
certificate for shares
of Common Stock
to be issued to
the Lender upon conversion of
or otherwise pursuant to this
Note as and when required
by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer
agent from removing) any restrictive legend (or to withdraw any stop transfer instructions
in respect thereof)
on any certificate
for any shares
of Common Stock
issued to the Lender upon conversion
of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat
that it does not intend to honor the obligations described
in this paragraph)
and any such
failure shall continue
uncured (or any written announcement,
statement or threat not to honor its obligations shall not be rescinded in writing) without a valid legal reason for Five (5)
business days after the Lender shall have delivered a Notice of Conversion.


 


(c)    
if Borrower shall
commence any case,
proceeding or other
action: (i) under
any existing or future
law of any
jurisdiction, domestic or
foreign, relating to
bankruptcy, insolvency, reorganization or
relief of debtors,
seeking to have
an order for
relief entered with
respect to it, or
seeking to adjudicate
it bankrupt or
insolvent, or seeking
reorganization, arrangement, adjustment,
liquidation, dissolution, composition
or other relief
with respect to
it or its
debts; or


(ii)
seeking appointment of
a receiver, trustee,
custodian or other
similar official for
it or for
all


or
any substantial part
of its property,
or the Borrower
shall make a
general assignment for
the benefit of its
creditors; or (iii)
there shall be
commenced against the
Borrower any case, proceeding
or other action
of a nature
referred to above
or seeking issuance
of a warrant
of attachment, execution, distraint
or similar process
against all or
any substantial part
of its property, which
case, proceeding or
other action results
in the entry
of any order
for relief or remains
undismissed, undischarged or
unbonded for a
period of Sixty (60)
days; or (iv)
the Borrower shall take
any action indicating
its consent to,
approval of, or
acquiescence in, or
in




    	5



    	 



    

furtherance
of, any of
the acts set
forth; or (v)
the Borrower shall
generally not, or
shall be unable to,
pay its debts
as they become
due or shall
admit in writing
its inability to
pay its debts;


 


(d)   
any representation or
warranty made by
the Borrower or
any other person
or entity under
this Note or under
any other Loan
Documents shall prove
to have been
incorrect in any
material respect when made;


 


(e)   
the entry of
any judgment against
Borrower or any
of its property
for an amount
in excess of Two
Hundred Fifty Thousand
Dollars ($250,000.00) that
remains unsatisfied for
Thirty (30) days;


 


(f)    
the sale of
all or substantially
all of the
assets, or change
in ownership or
the dissolution, liquidation, consolidation,
or reorganization of
Borrower without the
Lender's prior written notice;


 


(g)    
if Borrower shall
fail to maintain
disclosure of Current
Public Information as
that term is defined
in Rule 144(c)
of the Securities
Act of 1933;


 


(h)   
the Borrower’s shares
of Common Stock
are suspended from
trading or delisted
from trading on the
Over the Counter
Market on which
it is currently
listed; and


 


		(i)	if
                                         the Borrower
                                         fails to
                                         disclose the
                                         existence of
                                         this Note
                                         in its
                                         next quarter
                                         or annual filing.



 


8.                 
Lender’s Rights Upon Default.
Upon the occurrence
of any Event
of Default, the Lender
may, at its
sole and exclusive
option, do any
or all of
the following, either
concurrently or separately: (a) accelerate
the maturity of
this Note and
demand immediate payment
in full, whereupon the
outstanding principal amount
of the Note
and all obligations
of Borrower to Lender,
together with accrued
interest thereon and
accrued charges and
costs, shall become immediately
due and payable
without presentment, demand,
protest or further
notice of any
kind, all of which
are hereby expressly
waived; and (b)
exercise all legally
available rights and privileges.


 


9.                 
Default Interest
Rate. Upon an
Event of Default
and after notice
to Borrower from Lender,
additional interest will
accrue at the
rate equal to
the lesser of
(i) Five Percent
(5%) per annum in
addition to the
Interest Rate or
(ii) the highest
rate permitted by
applicable law, per annum
(the “Default Rate”),
until all outstanding
principal, interest and
fees are repaid
in full by Borrower.
Such Default Rate
shall be applied
and accrued as
of the date
of Default after
any applicable grace periods.


 


10.             
Usury. In
no event shall
the amount of
interest paid or
agreed to be
paid hereunder exceed the
highest lawful rate
permissible under applicable
law. Any excess
amount of deemed interest
shall be null
and void and
shall not interfere
with or affect
the Borrower’s obligation
to repay the principal
of and interest
on the Note.
This confirms that
the Borrower and,
by its acceptance of
this Note, the
Lender intend to
contract in strict
compliance with applicable
usury laws from time
to time in
effect. Accordingly, the
Borrower and the
Lender stipulate and
agree that none of
the terms and
provisions contained herein
shall ever be
construed to create
a contract




    	6



    	 



    

to
pay, for the
use or forbearance
of money, interest
in excess of
the maximum amount
of interest permitted to
be charged by
applicable law from
time to time
in effect.


 


11.             
Prepayment. The
Borrower may prepay
the Note including
interest that would
accrue as of
the Maturity Date
at any time.


 


12.             
Registration Rights.
If at any
time while this
Note is issued
and outstanding (the
“Piggy- Back Period”) the
Company proposes to
file with the
SEC a Registration
Statement relating to
an offering for its
own account or
the account of
others under the
Securities Act of
any of its securities
(other than a
Registration Statement on
Form S-4 or
Form S-8 (or
their equivalents at such
time) relating to
securities to be
issued solely in
connection with any
acquisition of any entity or business
or equity securities issuable in connection
with stock option or other employee benefit
plans), the Company
shall include the
Conversion Shares of
Common Stock on
such Registration Statement.


 


13.             
Costs of Enforcement. Borrower
hereby covenants and
agrees to indemnify,
defend and hold Lender
harmless from and
against all costs
and expenses, including
reasonable attorneys’ fees and
their costs, together
with interest thereon
at the Prime
Rate, incurred by
Lender in enforcing its
rights under this
Note; or if
Lender is made
a party as
a defendant in
any action or proceeding
arising out of
or in connection
with its status
as a lender,
or if Lender
is requested to respond
to any subpoena
or other legal
process issued in
connection with this
Note; or reasonable disbursements
arising out of any
costs and expenses,
including reasonable attorneys’
fees and their costs
incurred in any
bankruptcy case; or
for any legal
or appraisal reviews,
advice or counsel performed
for Lender following
a request by
Borrower for waiver,
modification or amendment of
this Note or
any of the
other Loan Documents.


 


14.             
Governing Law.
This Note shall
be binding upon
and inure to
the benefit of
the Borrower and the
Lender and their
respective successors and
assigns; provided that
the Borrower may not
assign this Note,
in whole or
in part, by
operation of law
or otherwise, without
the prior written consent
of the Lender.
The Lender may
assign or otherwise
participate out all
or part of, or
any interest in,
its rights and
benefits hereunder and
to the extent
of such assignment
or participation such assignee shall
have the same
rights and benefits
against the Borrower
as it would have
had if it
were the Lender.
This Note, and
any claims arising
out of relating
to this Note, whether
in contract or
tort, statutory or
common law, shall
be governed exclusively
by, and construed in
accordance with the
laws of the
State of New
York without regard to
principles of conflicts of
laws.


 


15.             
Jurisdiction. THE BORROWER
CONSENTS THAT ANY
LEGAL ACTION OR PROCEEDING
AGAINST IT UNDER,
ARISING OUT OF
OR IN ANY
MANNER RELATING TO THIS
NOTE, OR
ANY OTHER INSTRUMENT
OR DOCUMENT EXECUTED AND
DELIVERED IN CONNECTION
HEREWITH SHALL BE
BROUGHT EXCLUSIVELY IN ANY
COURT OF THE
STATE OF NEW
YORK OR IN
THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK.
THE BORROWER, BY THE
EXECUTION AND DELIVERY
OF THIS NOTE,
EXPRESSLY AND IRREVOCABLY CONSENTS
AND SUBMITS TO
THE PERSONAL JURISDICTION
OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDINGS. THE BORROWER




    	7



    	 



    

AGREES
THAT PERSONAL JURISDICTION
OVER IT MAY
BE OBTAINED BY
THE DELIVERY OF A
SUMMONS BY PERSONAL
DELIVERY OR OVERNIGHT
COURIER AT THE ADDRESS
PROVIDED IN SECTION
17 OF THIS
NOTE. ASSUMING DELIVERY OF
THE SUMMONS IN
ACCORDANCE WITH THIS
PROVISION, THE BORROWER HEREBY
EXPRESSLY AND IRREVOCABLY
WAIVES ANY ALLEGED
LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR
FORUM NON-CONVENIENS
OR ANY SIMILAR BASIS.


 


16.             
Miscellaneous. (a) Borrower
hereby waives protest,
notice of protest,
presentment, dishonor, and demand.
(b) Time is
of the essence
for each of
Borrower’s covenants under
this Note. (c) The
rights and privileges
of Lender under
this Note shall
inure to the
benefit of its successors
and assigns. All
obligations of Borrower
in connection with
this Note shall
bind Borrower’s successors and
assigns, and Lender's
conversion rights shall
succeed to any
successor securities to Borrower’s
common stock. (d)
If any provision
of this Note
shall for any
reason be held to
be invalid or
unenforceable, such invalidity
or unenforceability shall
not affect any
other provision hereof, but
this Note shall
be construed as
if such invalid
or unenforceable provision had never
been contained herein. (e) The waiver of any Event of Default or the failure of Lender to
exercise any right
or remedy to which
it may be entitled
shall not be deemed
a waiver of any subsequent Event of Default or Lender’s right to exercise
that or any other right or remedy to which Lender is entitled. No delay or omission by Lender in exercising, or failure by Lender
to exercise on anyone or more occasions, shall be construed as a waiver or novation
of this Note or prevent the subsequent exercise of any or all such rights. (f) This Note may not be waived, changed, modified,
or discharged orally, but only in
writing.


 


17.             
Notice, Etc. Any notice
required by the
provisions of this
Note will be
in writing and
will be deemed effectively given: (a)
upon personal delivery to the
party to be notified; (b)
when sent by confirmed telex
or facsimile if
sent during normal
business hours of
the recipient; if
not, then on the
next business day;
(c) Five (5)
days after having
been sent by
registered or certified
mail, return receipt requested, postage
prepaid; or (d)
One (1) day
after deposit with
a nationally recognized overnight
courier, specifying next day
delivery, with written verification
of receipt, and delivered
as follows:


If
to the Borrower:


 


Giorgio
Johnson


Nyxio Technologies
Corp.


2156 NE
Broadway


Portland,
OR 97232


 


Phone: 855-436-6996


 


If
to Lender:


 


Todd Violette,
President


Tide Pool
Ventures Corporation


28963 Palos
Verdes Drive East


Rancho Palos
Verdes, CA 90275




    	8



    	 



    

or,
as to each party,
at such other address
as shall be designated
by such party in
a written notice to the
other parties.


 


 


[SIGNATURE
PAGE TO FOLLOW]


 


 


 


[REMAINDER
OF THIS PAGE
INTENTIONALLY LEFT BLANK]




    	9



    	 



    

 


 


IN
WITNESS WHEREOF,
the undersigned has
executed this Convertible
Promissory Note as of
the date first
set forth above.


 


 


 


 


Nyxio
Technologies Corp.


 


 


By:
/s/ Authorized Signatory


 


 


 


Witnessed
and Acknowledged:


 


 


 


By:
 /s/ Authorized Signatory




    	10



    	 



    

EXHIBIT
A NOTICE OF CONVERSION


(to
be signed upon
conversion of the
Note) To: Nyxio Technologies Inc.


 


The
undersigned, the holder
of the foregoing
Note, hereby surrenders
such Note for
conversion into shares of
Common Stock of
Nyxio Technologies, Inc., and
requests that the
certificates for suchsharesbeissuedinthenameof____________,anddeliveredto,
______________, whose address is_______________.


 


 


Dated:
 _____________


 


 ___________________


(signature)


 


 


___________________ 


___________________


(address)



    	11