THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE
(COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM
REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR
SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION
D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH
INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE
AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE
EXCEPT IN COMPLIANCE WITH THE ACT.



                                SECURED DEBENTURE


                                   ICOA, INC.


                        5% Secured Convertible Debenture


                               Due March ___, 2007


No.  ___                                                             $_________

         This Secured Debenture is issued by ICOA, Inc., a Nevada corporation
(the "Company"), to ____________________________ (together with its permitted
successors and assigns, the "Holder") pursuant to exemptions from registration
under the Securities Act of 1933, as amended.

                                   ARTICLE I.

Section 1.01 Principal and Interest. For value received, on March ___, 2007, the
Company hereby promises to pay to the order of the Holder in lawful money of the
United States of America and in immediately available funds the principal sum of
__________ Dollars (US $_______), together with interest on the unpaid principal
of this Debenture at the rate of five percent (5%) per year (computed on the
basis of a 365-day year and the actual days elapsed) from the date of this
Debenture until paid. At the Company's option, the entire principal amount and
all accrued interest shall be either (a) paid to the Holder on the third (3rd)
year anniversary from the date hereof or (b) converted in accordance with
Section 1.02 herein provided, however, that in no event shall the Holder be
entitled to convert this Debenture for a number of shares of Common Stock in
excess of that number of shares of Common Stock which, upon giving effect to
such conversion, would cause the aggregate number of shares of Common Stock
beneficially owned by the Holder and its affiliates to exceed 4.99% of the
outstanding shares of the Common Stock following such conversion.

<PAGE>

Section 1.02 Optional Conversion. Except as set forth below, the Holder is
entitled, at its option, to convert, at any time and from time to time and sell
on the same day, until payment in full of this Debenture, all or any part of the
principal amount of the Debenture, plus accrued interest, into shares (the
"Conversion Shares") of the Company's common stock, par value $0.0001 per share
("Common Stock"), at the price per share (the "Conversion Price") equal to the
lesser of (a) an amount equal to one hundred twenty percent (120%) of the
closing bid price of the Common Stock as listed on a Principal Market (as
defined herein), as quoted by Bloomberg L.P. (the "Closing Bid Price") as of the
date hereof, or (b) an amount equal to eighty percent (80%) of the lowest daily
volume weighted average price of the Company's Common Stock, as quoted by
Bloomberg, LP (the "VWAP"), for the five (5) trading days immediately preceding
the Conversion Date (as defined herein). Subparagraphs (a) and (b) above are
individually referred to as a "Conversion Price". If the Conversion Price is
below $0.09, then the Investor shall be limited to convert Debentures up to a
maximum of Fifty Thousand Dollars ($50,000) per week. In addition, if the
Closing Bid Price is below $0.09, then the Company, at its sole discretion, may
on two (2) occasions, direct the Investor not to convert any Debentures for a
period of five (5) days. Provided that in the event the Registration Statement
pursuant to the Registration Rights Agreement dated the date hereof is not filed
by the Scheduled Filing Deadline, as this term is defined in the Investor
Registration Rights Agreement, or declared effective by the United States
Securities and Exchange Commission, by the Scheduled Effective Deadline, as this
term is defined in the Investor Registration Right Agreement, the Holder shall
be entitled to convert, until payment in full of this Debenture, all or any part
of the principal amount of this Debenture, plus accrued interest, into
Conversion Shares, notwithstanding any limitations contained herein and/or the
Securities Purchase Agreement. As used herein, "Principal Market" shall mean The
National Association of Securities Dealers Inc.'s Over-The-Counter Bulletin
Board, Nasdaq SmallCap Market, or American Stock Exchange. If the Common Stock
is not traded on a Principal Market, the Closing Bid Price shall mean, the
reported Closing Bid Price for the Common Stock, as furnished by the National
Association of Securities Dealers, Inc., for the applicable periods. No fraction
of 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. To convert this Debenture, the Holder hereof shall deliver written
notice thereof, substantially in the form of Exhibit "A" to this Debenture, with
appropriate insertions (the "Conversion Notice"), to the Company at its address
as set forth herein. The date upon which the conversion shall be effective (the
"Conversion Date") shall be deemed to be the date set forth in the Conversion
Notice.

Section 1.03 Reservation of Common Stock. The Company shall reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the conversion of this Debenture, such number of shares
of Common Stock as shall from time to time be sufficient to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its stockholders within sixty
(60) days of that time for the sole purpose of increasing the number of
authorized shares of Common Stock.

                                       2

<PAGE>

Section 1.04 Right of Redemption. The Company at its option shall have the right
to redeem, with three (3) business days advance written notice (the "Redemption
Notice"), a portion or all outstanding convertible debenture. The redemption
price shall be one hundred twenty percent (120%) of the amount redeemed plus
accrued interest.

         In the event the Company exercises a redemption of either all or a
portion the Convertible Debenture, the Holder shall receive a warrant to
purchase fifty thousand (50,000) shares of the Company's Common Stock for every
One Hundred Thousand Dollars ($100,000) redeemed, pro rata (the "Warrant"). The
Warrant shall be exercisable on a "cash basis" and have an exercise price of one
hundred twenty percent (120%) of the Closing Bid Price of the Company's Common
Stock on the Closing Date. The Warrant shall have "piggy-back" and demand
registration rights and shall survive for two (2) years from the Closing Date.

Section 1.05 Registration Rights. The Company is obligated to register the
resale of the Conversion Shares under the Securities Act of 1933, as amended,
pursuant to the terms of a Registration Rights Agreement, between the Company
and the Holder of even date herewith (the "Investor Registration Rights
Agreement").

Section 1.06 Interest Payments. The interest so payable will be paid at the time
of maturity or conversion to the person in whose name this Debenture is
registered. At the time such interest is payable, the Holder, in its sole
discretion, may elect to receive the interest in cash (via wire transfer or
certified funds) or in the form of Common Stock. In the event of default, as
described in Article III Section 3.01 hereunder, the Holder may elect that the
interest be paid in cash (via wire transfer or certified funds) or in the form
of Common Stock. If paid in the form of Common Stock, the amount of stock to be
issued will be calculated as follows: the value of the stock shall be the
Closing Bid Price on: (i) the date the interest payment is due; or (ii) if the
interest payment is not made when due, the date the interest payment is made. A
number of shares of Common Stock with a value equal to the amount of interest
due shall be issued. No fractional shares will be issued; therefore, in the
event that the value of the Common Stock per share does not equal the total
interest due, the Company will pay the balance in cash.

Section 1.07 Paying Agent and Registrar. Initially, the Company will act as
paying agent and registrar. The Company may change any paying agent, registrar,
or Company-registrar by giving the Holder not less than ten (10) business days'
written notice of its election to do so, specifying the name, address, telephone
number and facsimile number of the paying agent or registrar. The Company may
act in any such capacity.

Section 1.08 Secured Nature of Debenture. This Debenture is secured by all of
the assets and property of the Company as set forth on Exhibit A to the Security
Agreement dated the date hereof between the Company and the Holder (the
"Security Agreement"). As set forth in the Security Agreement, Holder's security
interest shall terminate upon the occurrence of an Expiration Event as defined
in the Security Agreement.

ARTICLE II.

Section 2.01 Amendments and Waiver of Default. The Debenture may not be amended.
Notwithstanding the above, the Debenture may be amended to cure any ambiguity,
defect or inconsistency, to provide for assumption of the Company obligations to
the Holder or to make any change that does not adversely affect the rights of
the Holder.

                                       3

<PAGE>

ARTICLE III.

Section 3.01 Events of Default. An Event of Default is defined as follows: (a)
failure by the Company to pay amounts due hereunder within fifteen (15) days of
the date of maturity of this Debenture; (b) failure by the Company to comply
with the terms of the Irrevocable Transfer Agent Instructions attached to the
Securities Purchase Agreement; (c) failure by the Company's transfer agent to
issue freely tradeable Common Stock to the Holder within five (5) days of the
Company's receipt of the attached Notice of Conversion from Holder; (d) failure
by the Company for ten (10) days after notice to it to comply with any of its
other agreements in the Debenture; (e) events of bankruptcy or insolvency; (f) a
breach by the Company of its obligations under the Securities Purchase Agreement
or the Investor Registration Rights Agreement which is not cured by the Company
within ten (10) days after receipt of written notice thereof. Upon the
occurrence of an Event of Default, the Holder may, in its sole discretion,
accelerate full repayment of all debentures outstanding and accrued interest
thereon or may, notwithstanding any limitations contained in this Debenture
and/or the Securities Purchase Agreement dated the date hereof between the
Company and Cornell Capital Partners, L.P. (the "Securities Purchase
Agreement"), convert all debentures outstanding and accrued interest thereon
into shares of Common Stock pursuant to Section 1.02 herein.

Section 3.02 Failure to Issue Unrestricted Common Stock. As indicated in Article
III Section 3.01, a breach by the Company of its obligations under the Investor
Registration Rights Agreement shall be deemed an Event of Default, which if not
cured within ten (10) days, shall entitle the Holder to accelerate full
repayment of all debentures outstanding and accrued interest thereon or,
notwithstanding any limitations contained in this Debenture and/or the
Securities Purchase Agreement, to convert all debentures outstanding and accrued
interest thereon into shares of Common Stock pursuant to Section 1.02 herein.
The Company acknowledges that failure to honor a Notice of Conversion shall
cause irreparable harm to the Holder.

ARTICLE IV.

Section 4.01 Rights and Terms of Conversion. This Debenture, in whole or in
part, may be converted at any time following the date of closing, into shares of
Common Stock at a price equal to the Conversion Price as described in Section
1.02 above.

Section 4.02 Re-issuance of Debenture. When the Holder elects to convert a part
of the Debenture, then the Company shall reissue a new Debenture in the same
form as this Debenture to reflect the new principal amount.

Section 4.03 Termination of Conversion Rights. The Holder's right to convert the
Debenture into the Common Stock in accordance with paragraph 4.01 shall
terminate on the date that is the third (3rd) year anniversary from the date
hereof and this Debenture shall be automatically converted on that date in
accordance with the formula set forth in Section 4.01 hereof, and the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.

                                       4

<PAGE>

                                   ARTICLE V.

Section 5.01 Anti-dilution. In the event that the Company shall at any time
subdivide the outstanding shares of Common Stock, or shall issue a stock
dividend on the outstanding Common Stock, the Conversion Price in effect
immediately prior to such subdivision or the issuance of such dividend shall be
proportionately decreased, and in the event that the Company shall at any time
combine the outstanding shares of Common Stock, the Conversion Price in effect
immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of such subdivision, dividend or
combination as the case may be.

Section 5.02 Consent of Holder to Sell Capital Stock or Grant Security
Interests. Except for the Standby Equity Distribution Agreement dated the date
hereof between the Company and Cornell Capital Partners, LP. so long as any of
the principal of or interest on this Note remains unpaid and unconverted, the
Company shall not, without the prior consent of the Holder, issue or sell (i)
any Common Stock or Preferred Stock without consideration or for a consideration
per share less than its fair market value determined immediately prior to its
issuance, (ii) issue or sell any Preferred Stock, warrant, option, right,
contract, call, or other security or instrument granting the holder thereof the
right to acquire Common Stock without consideration or for a consideration per
share less than such Common Stock's fair market value determined immediately
prior to its issuance, (iii) enter into any security instrument granting the
holder a security interest in any of the assets of the Company, or (iv) file any
registration statement on Form S-8.

                                  ARTICLE VI.

Section 6.01 Notice. Notices regarding this Debenture shall be sent to the
parties at the following addresses, unless a party notifies the other parties,
in writing, of a change of address:

If to the Company, to:          ICOA, Inc.
                                111 Airport Road
                                Warwick, RI 02889
                                Attention:        Erwin Vahlsing, Jr.
                                                  CFO, Secretary/Treasurer
                                Telephone:        (401) 739-9205
                                Facsimile:        (401) 352 2323

With a copy to:                 Kirkpatrick & Lockhart LLP
                                201 South Biscayne Boulevard - Suite 2000
                                Miami, FL  33131-2399
                                Attention:        Clayton E. Parker, Esq.
                                Telephone:        (305) 539-3300
                                Facsimile:        (305) 358-7095

                                       5

<PAGE>

If to the Holder:               Cornell Capital Partners, LP
                                101 Hudson Street, Suite 3606
                                Jersey City, NJ 07303
                                Telephone:        (201) 985-8300
                                Facsimile:        (201) 985-8266

With a copy to:                 Butler Gonzalez LLP
                                1416 Morris Avenue, Suite 207
                                Union, NJ 07083
                                Attention:        David Gonzalez, Esq.
                                Telephone:        (908) 810-8588
                                Facsimile:        (908) 810-0973


Section 6.02 Governing Law. This Debenture shall be deemed to be made under and
shall be construed in accordance with the laws of the State of Nevada without
giving effect to the principals of conflict of laws thereof. Each of the parties
consents to the jurisdiction of the U.S. District Court sitting in the District
of the State of New Jersey or the state courts of the State of New Jersey
sitting in Hudson County, New Jersey in connection with any dispute arising
under this Debenture and hereby waives, to the maximum extent permitted by law,
any objection, including any objection based on forum non conveniens to the
bringing of any such proceeding in such jurisdictions.

Section 6.03 Severability. The invalidity of any of the provisions of this
Debenture shall not invalidate or otherwise affect any of the other provisions
of this Debenture, which shall remain in full force and effect.

Section 6.04 Entire Agreement and Amendments. This Debenture represents the
entire agreement between the parties hereto with respect to the subject matter
hereof and there are no representations, warranties or commitments, except as
set forth herein. This Debenture may be amended only by an instrument in writing
executed by the parties hereto.

Section 6.05 Counterparts. This Debenture may be executed in multiple
counterparts, each of which shall be an original, but all of which shall be
deemed to constitute on instrument.

         IN WITNESS WHEREOF, with the intent to be legally bound hereby, the
Company as executed this Debenture as of the date first written above.

                                                      ICOA, INC.

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



                                       6

<PAGE>

                                   EXHIBIT "A"


                              NOTICE OF CONVERSION


        (To be executed by the Holder in order to Convert the Debenture)



TO:

         The undersigned hereby irrevocably elects to convert $_________________
of the principal amount of the above Debenture into Shares of Common Stock of
ICOA, Inc., according to the conditions stated therein, as of the Conversion
Date written below.

Conversion Date:                           _____________________________________
Applicable Conversion Price:               _____________________________________
Signature:                                 _____________________________________
Name:                                      _____________________________________
Address:                                   _____________________________________
Amount to be converted:                   $_____________________________________
Amount of Debenture unconverted:          $_____________________________________
Conversion Price per share:               $_____________________________________
Number of shares of Common Stock to be
issued:                                    _____________________________________
Please issue the shares of Common Stock
in the following name and to the
following address:                         _____________________________________
Issue to:                                  _____________________________________
Authorized Signature:                      _____________________________________
Name:                                      _____________________________________
Title:                                     _____________________________________
Phone Number:                              _____________________________________
Broker DTC Participant Code:               _____________________________________
Account Number:                            _____________________________________


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