IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

March 19, 2004


Signature Stock Transfer
2301 Ohio Drive
Suite 100
Plano, Texas  75093

Attention:        Jason Bogutski

         RE:      ICOA, INC.

Ladies and Gentlemen:

         Reference is made to that certain Securities Purchase Agreement (the
"Securities Purchase Agreement"), dated the date hereof, by and between ICOA,
Inc., a Nevada corporation (the "Company"), and the Buyers set forth on Schedule
I attached thereto (collectively the "Buyer"), pursuant to which the Company
shall sell to the Buyer up to Five Hundred Fifty Thousand Dollars ($550,000) of
the Company's secured convertible debentures, which shall be convertible into
shares of the Company's common stock, par value $0.0001 per share (the "Common
Stock"). The shares of Common Stock to be converted thereunder plus interest
which may be converted into Common Stock and any Liquidated Damages, which may
be converted into Common Stock thereunder are referred to herein as the
"Conversion Shares." This letter shall serve as our irrevocable authorization
and direction to you (provided that you are the transfer agent of the Company at
such time) to issue the Conversion Shares in shares of the Company's Common
Stock, in the event the Buyer has elected to have the interest of the
Convertible Debenture, pursuant to Section 1.06 of the Convertible Debenture,
paid in Common Stock (the "Interest Shares"), or the Buyer has elected to have
Liquidated Damages (the "Liquidated Damages Shares"), pursuant to Section 2(c)
of the Investor Registration Rights Agreement dated the date hereof paid in
Common Stock. to the Buyer from time to time upon surrender to you of a properly
completed and duly executed Conversion Notice, in the form attached hereto as
Exhibit I, delivered on behalf of the Company by David Gonzalez, Esq.

         Specifically, upon receipt by the Company or David Gonzalez, Esq. of a
copy of a Conversion Notice, David Gonzalez, Esq., on behalf of the Company,
shall as soon as practicable, but in no event later than one (1) Trading Day (as
defined below) after receipt of such Conversion Notice, send, via facsimile, a
Conversion Notice, which shall constitute an irrevocable instruction to you to
process such Conversion Notice in accordance with the terms of these
instructions. Upon your receipt of a copy of the executed Conversion Notice, you
shall use your best efforts to, within three (3) Trading Days following the date
of receipt of the Conversion Notice, (A) issue and surrender to a common carrier

<PAGE>

for overnight delivery to the address as specified in the Conversion Notice, a
certificate, registered in the name of the Buyer or its designee, for the number
of shares of Common Stock to which the Buyer shall be entitled as set forth in
the Conversion Notice or (B) provided you are participating in The Depository
Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the
request of the Buyer, credit such aggregate number of shares of Common Stock to
which the Buyer shall be entitled to the Buyer's or its designee's balance
account with DTC through its Deposit Withdrawal At Custodian ("DWAC") system
provided the Buyer causes its bank or broker to initiate the DWAC transaction.
("Trading Day" shall mean any day on which the Nasdaq Market is open for
customary trading.)

         The Company hereby confirms to you and the Buyer that certificates
representing the Conversion Shares, the Interest Shares, and/or the Liquidated
Damages Shares shall not bear any legend restricting transfer of the Conversion
Shares thereby and should not be subject to any stop-transfer restrictions and
shall otherwise be freely transferable on the books and records of the Company
provided that the Company counsel delivers (i) the Notice of Effectiveness set
forth in Exhibit II attached hereto and (ii) an opinion of counsel in the form
set forth in Exhibit III attached hereto, and that if the Conversion Shares, the
Interest Shares, and/or the Liquidated Damages Shares are not registered for
sale under the Securities Act of 1933, as amended, then the certificates for the
Conversion Shares shall bear the following legend:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
         STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
         AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
         LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE
         COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
         STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
         ACT."

         The Company hereby confirms and Signature Stock Transfer acknowledges
that in the event Counsel to the Company does not issue an opinion of counsel as
required to issue the Conversion Shares free of legend the Company authorizes
and Signature Stock Transfer will accept an opinion of Counsel from Butler
Gonzalez LLP.

         The Company hereby confirms to you and the Buyer that no instructions
other than as contemplated herein will be given to you by the Company with
respect to the Conversion Shares. The Company hereby agrees that it shall not
replace Signature Stock Transfer as the Company's transfer agent without the
prior written consent of the Buyer.

         Any attempt by you to resign as transfer agent hereunder shall not be
effective until such time as the Company provides to you written notice that a
suitable replacement has agreed to serve as transfer agent and to be bound by
the terms and conditions of these Irrevocable Transfer Agent Instructions.

                                       2

<PAGE>

         The Company and Signature Stock Transfer hereby acknowledge and confirm
that complying with the terms of this Agreement does not and shall not prohibit
Signature Stock Transfer from satisfying any and all fiduciary responsibilities
and duties it may owe to the Company.

         The Company and Signature Stock Transfer acknowledge that the Buyer is
relying on the representations and covenants made by the Company and Signature
Stock Transfer hereunder and are a material inducement to the Buyer purchasing
convertible debentures under the Securities Purchase Agreement. The Company and
Signature Stock Transfer further acknowledge that without such representations
and covenants of the Company and Signature Stock Transfer made hereunder, the
Buyer would not enter into the Securities Purchase Agreement and purchase
convertible debentures pursuant thereto.

         Each party hereto specifically acknowledges and agrees that in the
event of a breach or threatened breach by a party hereto of any provision
hereof, the Buyer will be irreparably damaged and that damages at law would be
an inadequate remedy if these Irrevocable Transfer Agent Instructions were not
specifically enforced. Therefore, in the event of a breach or threatened breach
by a party hereto, including, without limitation, the attempted termination of
the agency relationship created by this instrument, the Buyer shall be entitled,
in addition to all other rights or remedies, to an injunction restraining such
breach, without being required to show any actual damage or to post any bond or
other security, and/or to a decree for specific performance of the provisions of
these Irrevocable Transfer Agent Instructions.


                                    * * * * *



                                       3

<PAGE>

         IN WITNESS WHEREOF, the parties have caused this letter agreement
regarding Irrevocable Transfer Agent Instructions to be duly executed and
delivered as of the date first written above.

                                           COMPANY:

                                           ICOA, INC.

                                           By: /s/  Erwin Vahlsing, Jr.
                                               -----------------------------
                                           Name:    Erwin Vahlsing, Jr.
                                           Title:   CFO, Secretary/Treasurer


                                           David Gonzalez, Esq.




SIGNATURE STOCK TRANSFER

By:
      -----------------------------------
Name: Jason Bogutski
      -----------------------------------
Title:
      -----------------------------------






<PAGE>

                                   SCHEDULE I

<TABLE>
<CAPTION>

                               SCHEDULE OF BUYERS

                                                                                Address/Facsimile
Name                                    Signature                               Number of Buyer
-----------------------------           --------------------------------        --------------------------------
<S>                                     <C>                                     <C>
Cornell Capital Partners,  LP           By:      Yorkville Advisors, LLC        101 Hudson Street - Suite 3606
                                        Its:     General Partner                Jersey City, NJ  07303
                                                                                Facsimile:        (201) 985-8266

                                        By:
                                        Name:    Mark A. Angelo
                                        Its:     Portfolio Manager

</TABLE>





















                                  SCHEDULE I-1

<PAGE>

                                    EXHIBIT I


                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                            FORM OF CONVERSION NOTICE

         Reference is made to the Securities Purchase Agreement (the "Securities
Purchase Agreement") between ICOA, Inc., (the "Company"), and Cornell Capital
Partners, LP, dated March ____ 2004. In accordance with and pursuant to the
Securities Purchase Agreement, the undersigned hereby elects to convert
convertible debentures into shares of common stock, par value $0.0001 per share
(the "Common Stock"), of the Company for the amount indicated below as of the
date specified below.

Conversion Date:                    ___________________________________________

Amount to be converted:           $ ___________________________________________

Conversion Price:                 $ ___________________________________________

Shares of Common Stock Issuable:    ___________________________________________

Amount of Debenture unconverted:  $ ___________________________________________

Amount of Interest Converted:     $ ___________________________________________

Conversion Price of Interest:     $ ___________________________________________

Shares of Common Stock Issuable:    ___________________________________________

Amount of Liquidated Damages:     $ ___________________________________________

Conversion Price of Liquidated
Damages:                          $ ___________________________________________

Shares of Common Stock Issuable:    ___________________________________________

Total Number of shares of Common
Stock to be issued:                 ___________________________________________




                                  EXHIBIT I-1

<PAGE>

Please issue the shares of Common Stock in the following name and to the
following address:

Issue to:                       ___________________________________________

Authorized Signature:           ___________________________________________

Name:                           ___________________________________________

Title:                          ___________________________________________

Phone #:                        ___________________________________________

Broker DTC Participant Code:    ___________________________________________

Account Number*:                ___________________________________________



     * Note that receiving broker must initiate transaction on DWAC System.
















                                       2

<PAGE>

                                   EXHIBIT II


                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


_________, 2004


Signature Stock Transfer
2301 Ohio Drive
Suite 100
Plano, Texas  75093

Attention:        Jason Bogutski

         RE:      ICOA, INC.

Ladies and Gentlemen:

         We are counsel to ICOA, Inc., a Nevada corporation (the "Company"), and
have represented the Company in connection with that certain Securities Purchase
Agreement, dated as of March ___, 2004 (the "Securities Purchase Agreement"),
entered into by and among the Company and the Buyers set forth on Schedule I
attached thereto (collectively the "Buyer") pursuant to which the Company has
agreed to sell to the Buyer up to One Million Dollars ($1,000,000) of secured
convertible debentures, which shall be convertible into shares (the "Conversion
Shares") of the Company's common stock, par value $0.0001 per share (the "Common
Stock"), in accordance with the terms of the Securities Purchase Agreement.
Pursuant to the Securities Purchase Agreement, the Company also has entered into
a Registration Rights Agreement, dated as of March __, 2004, with the Buyer (the
"Investor Registration Rights Agreement") pursuant to which the Company agreed,
among other things, to register the Conversion Shares under the Securities Act
of 1933, as amended (the "1933 Act"). In connection with the Company's
obligations under the Securities Purchase Agreement and the Registration Rights
Agreement, on _______, 2004, the Company filed a Registration Statement (File
No. ___-_________) (the "Registration Statement") with the Securities and
Exchange Commission (the "SEC") relating to the sale of the Conversion Shares.

         In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at 5:00 P.M.
on __________, 2004 and we have no knowledge, after telephonic inquiry of a
member of the SEC's staff, that any stop order suspending its effectiveness has
been issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC and the Conversion Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.

                                  EXHIBIT II-1

<PAGE>

         The Buyer has confirmed it shall comply with all securities laws and
regulations applicable to it including applicable prospectus delivery
requirements upon sale of the Conversion Shares.

                                                     Very truly yours,

                                                     KIRKPATRICK & LOCKHART LLP



                                                     By:
                                                        ------------------------



                                  EXHIBIT II-2

<PAGE>

                                   EXHIBIT III


                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                                 FORM OF OPINION


________________ 2004

VIA FACSIMILE AND REGULAR MAIL

Signature Stock Transfer
2301 Ohio Drive
Suite 100
Plano, Texas  75093

Attention:        Jason Bogutski

         RE:      ICOA, INC.

Ladies and Gentlemen:

         We have acted as special counsel to ICOA, Inc. (the "Company"), in
connection with the registration of ___________shares (the "Shares") of its
common stock with the Securities and Exchange Commission (the "SEC"). We have
not acted as your counsel. This opinion is given at the request and with the
consent of the Company.

         In rendering this opinion we have relied on the accuracy of the
Company's Registration Statement on Form SB-2, as amended (the "Registration
Statement"), filed by the Company with the SEC on _________ ___, 2004. The
Company filed the Registration Statement on behalf of certain selling
stockholders (the "Selling Stockholders"). This opinion relates solely to the
Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth
opposite such Selling Stockholders' names. The SEC declared the Registration
Statement effective on __________ ___, 2004.

         We understand that the Selling Stockholders acquired the Shares in a
private offering exempt from registration under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is contained under the heading "Selling Stockholders" in the Registration
Statement, which information is incorporated herein by reference. This opinion
does not relate to the issuance of the Shares to the Selling Stockholders. The
opinions set forth herein relate solely to the sale or transfer by the Selling
Stockholders pursuant to the Registration Statement under the Federal laws of
the United States of America. We do not express any opinion concerning any law
of any state or other jurisdiction.

         In rendering this opinion we have relied upon the accuracy of the
foregoing statements.

                                  EXHIBIT III-1

<PAGE>

         Based on the foregoing, it is our opinion that the Shares have been
registered with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and that First American Stock Transfer may remove the
restrictive legends contained on the Shares. This opinion relates solely to the
number of Shares set forth opposite the Selling Stockholders listed on Exhibit
"A" hereto.

         This opinion is furnished to you specifically in connection with the
issuance of the Shares, and solely for your information and benefit. This letter
may not be relied upon by you in any other connection, and it may not be relied
upon by any other person or entity for any purpose without our prior written
consent. This opinion may not be assigned, quoted or used without our prior
written consent. The opinions set forth herein are rendered as of the date
hereof and we will not supplement this opinion with respect to changes in the
law or factual matters subsequent to the date hereof.

Very truly yours,



KIRKPATRICK & LOCKHART LLP



                                  EXHIBIT III-2

<PAGE>

                                   EXHIBIT "A"


                         (LIST OF SELLING STOCKHOLDERS)



Name:                                                        No. of Shares:





















                                   EXHIBIT A-1