NOTE
EXCHANGE AGREEMENT





THIS NOTE EXCHANGE AGREEMENT (the
“Agreement”) is
effective as of August 15, 2009 (the “Effective Date”) by
and between CoConnect, Inc., a Nevada corporation (the “Company”) and Noctua
Fund, LP, a Delaware limited partnership (“Noctua”). The Company
and Noctua may be individually referred to herein as a “Party” and
collectively as the “Parties”.





RECITALS





WHEREAS,
on or about October 25, 2007, the Company issued a $55,000 convertible
promissory note (the “Initial Note,” a copy
of which has been attached hereto as Exhibit
A), with such debt currently maintained on the Company’s books and
records;





WHEREAS,
as of the date of this Agreement, Noctua currently owns all right and title to
the Initial Note;





WHEREAS,
pursuant to Section 5 of the Initial Note, the Initial Note is currently in
default due to non-payment;





WHEREAS,
Noctua has made demand for payment of the entire balance of the Initial Note
pursuant to Section 6 of the Initial Note;





WHEREAS,
the Company has reviewed its books and records and confirms: (i) the existence
of and liability for the Initial Note; (ii) Noctua is the current owner of the
Initial Note; and (iii) the Initial Note is currently in default;





WHEREAS,
the Company has approached Noctua and requested additional funding to assist the
Company in their ongoing financial reporting requirements;





WHEREAS,
considering the Company is unable to settle the Initial Note through the payment
of cash, the Company believes it to be in the best interest of the Company and
its shareholders to settle the current liability under the Initial Note and
exchange the debt underlying the Initial Note as described herein;





NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement,
and for good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed as follows:





AGREEMENT





1.           Exchange
Terms.    The Initial Note is currently in default
pursuant to its terms. Noctua hereby agrees to release the Company from all
claims related to such default in payment and cancel the Initial Note. Following
the execution of this Agreement, the Company shall issue Noctua two new
promissory notes in the total amount of $56,333 (the “Settlement Notes,”
represented by promissory notes series 08152009-A1 and 08152009-A2, copies of
which have been attached hereto as Exhibit BandExhibit C) which shall represent, acknowledge and memorialize the
remaining balance due under the Initial Note and the New Loan defined below.
Further, the Company agrees to indemnify Noctua and hold it individually and
collectively harmless against any losses, claims, damages or liabilities
incurred by Noctua, in connection with, or relating in any manner, directly or
indirectly, to the Initial Note or the Settlement Notes. Additionally, the
Company agrees to immediately reimburse Noctua individually and collectively for
any and all expenses, including, without limitation, attorney fees, incurred by
Noctua in connection with investigating, preparing to defend or defending, or
otherwise being involved in, any lawsuits, claims or other proceedings arising
out of or in connection with or relating in any manner, directly or indirectly,
to Noctua’s business relationships with the Company, including, but not limited
to the Initial Note or the Settlement Notes (as defendant, nonparty, or in any
other capacity other than as a plaintiff, including, without limitation, as a
party in an interpleader action). The Company further agrees that the
indemnification and reimbursement commitments set forth in this paragraph shall
extend to any controlling person, strategic alliance, partner, member,
shareholder, director, officer, employee, agent or subcontractor of Noctua and
their heirs, legal representatives, successors and assigns.  The
provisions set forth in this Section shall survive any termination of this
Agreement.





2.           New
Loan.   Noctua shall deliver to the Company $1,333 (the
“New Loan”)
which shall be used for the corporate actions described above and shall be
included in the balance of the Settlement Notes.





3.           Assignability.  The
Settlement Notes shall be binding upon the Company and its successors, and shall
inure to the benefit of Noctua and their successors and assigns. The Settlement
Notes, and all of the terms and conditions described herein, are assignable and
may be transferred sold, or pledged, hypothecated or otherwise granted as
security by Noctua at their sole discretion. The Company may not assign any of
its obligations under the Settlement Notes without the consent of
Noctua.





4.           Dispute
Resolution.   The subject matter of this Agreement shall
be governed by and construed in accordance with the laws of the State of Florida
(without reference to its choice of law principles), and to the exclusion of the
law of any other forum, without regard to the jurisdiction in which any action
or special proceeding may be instituted.  EACH PARTY HERETO AGREES TO
SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS
LOCATED IN FLORIDA FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN CONNECTION
WITH, OR BY REASON OF THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS
AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS
CONSTITUTE AN INCONVENIENT FORUM.  AS A MATERIAL INDUCEMENT FOR THIS
AGREEMENT, EACH PARTY SPECIFICALLY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY
ISSUES SO TRIABLE.





5.           Attorney’s
Fees.   Should any Party hereto employ an attorney for the
purpose of enforcing or constituting this Agreement, or any judgment based on
this Agreement, in any legal proceeding whatsoever, including insolvency,
bankruptcy, arbitration, declaratory relief or other litigation, the prevailing
party shall be entitled to receive from the other party or parties thereto
reimbursement for all reasonable attorneys’ fees and all reasonable costs,
including but not limited to service of process, filing fees, court and court
reporter costs, investigative costs, expert witness fees, and the cost of any
bonds, whether taxable or not, and that such reimbursement shall be included in
any judgment or final order issued in that proceeding.





6.           No Oral Change;
Waiver.  This Agreement may only be changed, modified, or
amended in writing by the mutual consent of the Parties hereto. The provisions
of this Agreement may only be waived in or by writing signed by the Party
against whom enforcement of any waiver is sought.





7.           Severance.    Should
any provision of this Agreement be held by a court of competent jurisdiction to
be invalid, void or unenforceable for whatever reason, the remaining provisions
not so declared shall, nevertheless, continue in full force and effect, without
being impaired in any manner whatsoever.





8.           Acknowledgments and
Assent.   The Parties acknowledge that they have been
given adequate time to consider this Agreement and that they were advised to
consult with an independent attorney prior to signing this Agreement and that
they have in fact consulted with counsel of their own choosing prior to
executing this Agreement. The Parties agree that they have read this Agreement
and understand the content herein, and freely and voluntarily assent to all of
the terms herein.














SIGNATURE
PAGE





IN
WITNESS WHEREOF the Parties have executed this Agreement effective as of August
15, 2009.





COMPANY
              
              CoConnect,
      Inc.
              
              /s/ Mark L. Baum
              ___________________________________
              By:
      Mark L. Baum, Esq.
              Its:
      President
            NOCTUA
              
              Noctua
      Fund, LP
              
              /s/ James B. Panther, II
              ___________________________________
              By:
      Noctua Fund Manager, LLC
              Its:
      Managing Partner
              By:
      James B. Panther, II
              Its:
      Managing Member
















LIST
OF EXHIBITS





Exhibit
      A....................
            Initial
      NoteExhibit
      B....................
            Settlement
      Note Series 08152009-A1Exhibit
      C....................
            Settlement
      Note Series 08152009-A2


























THIS
SECURED CONVERTIBLE PROMISSORY NOTE (THE “NOTE”) AND THE COMMON SHARES ISSUABLE
UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”).  THIS NOTE AND THE COMMON SHARES
ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE OR THE
COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID ACT, OR ANY OTHER
VALID EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR AN OPINION OF
COUNSEL FROM THE HOLDER (AS DEFINED HEREIN) THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
 
 COCONNECT,
INC.
 
 SECURED
CONVERTIBLE PROMISSORY NOTE
 Series
08152009-A1
 
 Principal
      Amount:                     $28,166
              
              Issuance
      Date:                                                  August
      15, 2009Interest
      Rate:                                     5%
              
              Maturity
      Date:                                             November
      15, 2009
 
 
 WHEREAS,
on or about August 15, 2009, CoConnect, Inc., a Nevada corporation (the “Borrower”), entered
into a note exchange agreement with Noctua Fund, LP, a Delaware limited
partnership (the “Holder”) requiring
the issuance of a promissory note to the holder in the amount of $28,166 (the
“Exchange
Agreement,” a copy of which has been attached hereto as Exhibit
A). The Holder and the Borrower may hereinafter be referred to
individually as a “Party” and
collectively as the “Parties.”
 
 NOW,
THEREFORE, in consideration of the mutual covenants and other agreements
contained herein, and for good and valuable consideration, receipt of which is
hereby acknowledged, the Borrower hereby issues this secured convertible
promissory note and the Parties hereby agree as follows:
 :
 GENERAL
PROVISIONS
 
 1.1            Issuance of
Note.  Upon the following terms and conditions, the Borrower
hereby issues to the Holder, and the Holder hereby accepts from the Borrower,
this secured convertible promissory note (the “Note”) in the
aggregate principal amount of Twenty Eight Thousand One Hundred and Sixty Six
Dollars (US$28,166), convertible into shares of the Borrower's common stock, par
value $0.01 per share (the “Common Stock”), due
and payable on or before November 15, 2009 (the “Maturity Date”). The
Borrower and the Holder are executing and delivering this Note in accordance
with and in reliance upon the exemption from securities registration afforded by
Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the "Securities Act"),
including Regulation D, and/or upon such other exemption from the registration
requirements of the Securities Act as may be available with respect to any or
all of the investments to be made hereunder.
 
 ­1.2           Interest.  Beginning
on the issuance date of this Note (the “Issuance Date”), the
outstanding principal balance of this Note shall bear interest, in arrears, at a
rate per annum equal to five percent (5%), of the Note, payable upon the
Maturity Date at the option of the Holder in (i) cash, or (ii) in registered
shares of Common Stock. If Holder elects to receive interest in Common Stock,
the price of the Common Stock shall be determined in accordance with Section 2
herein. Interest shall be computed on the basis of a 360-day year of twelve (12)
30-day months and shall accrue commencing on the Issuance
Date.  Furthermore, upon the occurrence of an Event of Default (as
defined in Article V below), then to the extent permitted by law, the Borrower
will pay interest to the Holder, payable on demand, on the outstanding principal
balance of the Note from the date of the Event of Default until such Event of
Default is cured at the rate of the lesser of fifteen percent (15%) and the
maximum applicable legal rate per annum. Nothing contained herein or in any
document referred to herein or delivered in connection herewith shall be deemed
to establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law.  In the event that
the rate of interest or dividends required to be paid or other charges hereunder
exceed the maximum permitted by such law, any payments in excess of such maximum
shall be credited against amounts owed by the Borrower to the Holder and thus
refunded to the Borrower.
 
 1.3            Conversion.  Borrower
has authorized, and has reserved and covenants to continue to reserve, free of
preemptive rights and other similar contractual rights of stockholders, a number
of its authorized but unissued shares of Common Stock equal to one hundred and
fifty percent (150%) of the aggregate number of shares of Common Stock to effect
the conversion of the Note and any interest accrued and outstanding thereon as
of the Issuance Date. Any shares of Common Stock issuable upon conversion of the
Note and any interest accrued and outstanding on the Note are herein referred to
as the “Conversion
Shares”. The Note and the Conversion Shares are sometimes collectively
referred to herein as the “Securities”. The
conversion privileges set forth in Article II shall remain in full force and
effect immediately from Issuance Date and until the Note is paid in full
regardless of the occurrence of an Event of Default.  The Note shall
be payable in full upon demand, unless previously converted into Common Stock in
accordance with Article II hereof.
 
 1.4           Security
Interest.  The Note shall be secured by all of the assets of
the Borrower up to the amount of this Note (the “Collateral”). The
Borrower hereby provides the Holder express consent to file a UCC-1 Financing
Statement for the purpose of securing the Holder’s interest in the
Collateral.
 
 ARTICLE
II
 CONVERSION
RIGHTS
 
 The
Holder shall have the right to convert the principal and any interest due under
this Note into Conversion Shares as set forth below.
 
 2.1           Conversion into the
Borrower's Common Stock.
 
 (a)          The
Holder shall have the right from and after the date of the issuance of this Note
and then at any time until this Note is fully paid, to convert any outstanding
and unpaid principal portion of this Note, at the election of the Holder (the
date of giving of such notice of conversion being a "Conversion Date")
into fully paid and nonassessable shares of Common Stock as such stock exists on
the date of issuance of this Note, or any shares of capital stock of Borrower
into which such Common Stock shall hereafter be changed or reclassified, at the
conversion price per share, subject to adjustment as provided in Section 2.1(c)
hereof, equal to $0.01 (the "Conversion Price").
Upon delivery to the Borrower of a notice of conversion, the Borrower shall
issue and deliver to the Holder within three (3) business days after the
Conversion Date (such third day being the “Delivery Date”) that
number of shares of Common Stock for the portion of the Note converted in
accordance with the foregoing. At the election of the Holder, the Borrower will
deliver accrued but unpaid interest on the Note, if any, through the Conversion
Date directly to the Holder. The number of shares of Common Stock to be issued
upon each conversion of this Note shall be determined by dividing that portion
of the principal of the Note to be converted by the Conversion
Price.
 
 (b)           
The Conversion Price and number and kind of shares or other securities to be
issued upon conversion determined pursuant to this Section 2, shall be subject
to adjustment from time to time upon the happening of certain events while this
conversion right remains outstanding, as follows:
 
 (i)           Merger, Sale of Assets,
etc.  If the Borrower at any time shall consolidate with or
merge into or sell or convey all or substantially all its assets to any other
corporation, this Note, as to the unpaid principal portion thereof and accrued
interest thereon, shall thereafter be deemed to evidence the right to purchase
such number and kind of shares or other securities and property as would have
been issuable or distributable on account of such consolidation, merger, sale or
conveyance, upon or with respect to the securities subject to the conversion or
purchase right immediately prior to such consolidation, merger, sale or
conveyance.  The foregoing provision shall similarly apply to
successive transactions of a similar nature by any such successor or Holder.
Without limiting the generality of the foregoing, the anti-dilution provisions
of this Section shall apply to such securities of such successor or Holder after
any such consolidation, merger, sale or conveyance.
 
 (ii)           Reclassification,
etc.  If the Borrower at any time shall, by reclassification or
otherwise, change the Common Stock into the same or a different number of
securities of any class or classes that may be issued or outstanding, this Note,
as to the unpaid principal portion thereof and accrued interest thereon, shall
thereafter be deemed to evidence the right to purchase an adjusted number of
such securities and kind of securities as would have been issuable as the result
of such change with respect to the Common Stock immediately prior to such
reclassification or other change.
 
 (iii)           Stock Splits, Combinations
and Dividends.  In the event of any capital restructuring of
the Borrower including, but not limited to, any an event in which the shares of
Common Stock are subdivided or combined into a greater or smaller number of
shares of Common Stock or if a dividend is paid on the Common Stock in shares of
Common Stock, the Conversion Price shall be adjusted to the lesser of: (i)
$0.01; or (ii) 70% of the lowest closing bid price of the Common Stock as quoted
by Bloomberg, LP for the thirty (30) day period prior to such Conversion
Date.
  (c)           Borrower
represents that upon the issuance of any Conversion Shares, such shares will be
duly and validly issued, fully paid and non-assessable.  Borrower
agrees that its issuance of this Note shall constitute full authority to its
officers, agents, and transfer agents who are charged with the duty of executing
and issuing stock certificates to execute and issue the necessary certificates
for shares of Common Stock upon the conversion of this Note.
 
 2.2           Method of
Conversion.  This Note may be converted by the Holder in whole
or in part as described in this Section.  Upon partial conversion of
this Note, a new Note containing the same date and provisions of this Note
shall, at the request of the Holder, be issued by the Borrower to the Holder for
the principal balance of this Note and interest which shall not have been
converted or paid.
 
 2.3           Maximum
Conversion.  The Holder shall not be entitled to convert an
amount of the Note which would result in beneficial ownership by the Holder and
its affiliates of more than 4.99% of the outstanding shares of Common Stock of
the Borrower on such Conversion Date; provided, however, the Holder
may waive the limitations set forth herein at its sole and absolute discretion
by written notice of not less than sixty-one (61) days to the
Borrower.   For the purposes of the provision 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, and Regulation
13d-3 thereunder.  Subject to the foregoing, the Holder shall not be
limited to aggregate conversions of only 4.99% and aggregate conversion by the
Holder may exceed 4.99%. The Holder shall have the authority and obligation to
determine whether the restriction contained in this Section will limit any
conversion hereunder and to the extent that the Holder determines that the
limitation contained in this Section applies, the determination of which portion
of the Note are convertible shall be the responsibility and obligation of the
Holder.  The Holder may waive the conversion limitation described in
this Section 2.3, in whole or in part, upon and effective after ten (10) days
prior written notice to the Borrower to increase such percentage to up to 9.99%.
The Holder may allocate which of the equity of the Borrower deemed beneficially
owned by the Holder shall be included in the 4.99% amount or up to 9.99% amount
as described above.
 
 2.4            Buy-In.  In
addition to any other rights available to the Holder, if the Borrower fails to
deliver to the Holder shares issuable upon conversion of a Note by the Delivery
Date (as defined herein) and if after seven (7) business days after such date
the Holder or a broker on the Holder’s behalf, purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by such Holder of the Common Stock which the Holder was entitled to receive
upon such conversion (a "Buy-In"), then the
Borrower shall pay in cash to the Holder (in addition to any remedies available
to or elected by the Holder) the amount by which (i) the Holder's total purchase
price (including brokerage commissions, if any) for the shares of Common Stock
so purchased exceeds (ii) the aggregate principal and/or interest amount of the
Note for which such conversion, exercise or required delivery was not timely
honored, together with interest thereon at a rate of 15% per annum, accruing
until such amount and any accrued interest thereon is paid in full (which amount
shall be paid as liquidated damages and not as a penalty). For example, if the
Holder purchases shares of Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted conversion of $10,000 of note
principal having an aggregate purchase price of $10,000, then the Borrower shall
be required to pay the Holder $1,000, plus interest. The Holder shall provide
the Borrower written notice indicating the amounts payable to the Holder in
respect of the Buy-In.
 
 ARTICLE
III
 REPRESENTATIONS
AND WARRANTIES
 
 3.1           Representations and
Warranties of the Borrower.  The Borrower hereby represents and
warrants to the Holder as follows:
 
 (a)          Due
Incorporation.  The Borrower is a corporation duly organized,
validly existing and in good standing under the laws of Nevada and has the
requisite corporate power to own its properties and to carry on its business.
The Borrower is duly qualified as a foreign corporation to do business and is in
good standing in each jurisdiction where the nature of the business conducted or
property owned by it makes such qualification necessary, other than those
jurisdictions in which the failure to so qualify would not have a Material
Adverse Effect.  For purpose of this Note, a “Material Adverse
Effect” shall mean a material adverse effect on the financial condition,
results of operations, properties or business of the Borrower taken
individually, or in the aggregate, as a whole.  For purposes of this
Note, “Subsidiary” means,
with respect to any entity at any date, any corporation, limited or general
partnership, limited liability company, trust, estate, association, joint
venture or other business entity of which more than 50% of (i) the
outstanding capital stock having (in the absence of contingencies) ordinary
voting power to elect a majority of the board of directors or other managing
body of such entity, (ii) in the case of a partnership or limited liability
company, the interest in the capital or profits of such partnership or limited
liability company or (iii) in the case of a trust, estate, association,
joint venture or other entity, the beneficial interest in such trust, estate,
association or other entity business is, at the time of determination, owned or
controlled directly or indirectly through one or more intermediaries, by such
entity.
 
 (b)            Capitalization.  All
issued and outstanding shares of capital stock of the Borrower have been duly
authorized and validly issued and are fully paid and nonassessable.
 
 (c)            Authority;
Enforceability.  This Note has been duly authorized, executed
and delivered by the Borrower and Subsidiaries (as the case may be) and are
valid and binding agreements enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights
generally and to general principles of equity.  The Borrower and
Subsidiaries have full corporate power and authority necessary to enter into and
deliver the Note and to perform their obligations thereunder.
 
 (d)            Additional
Issuances.   There are no outstanding agreements or
preemptive or similar rights affecting the Common Stock or equity and no
outstanding rights, warrants or options to acquire, or instruments convertible
into or exchangeable for, or agreements or understandings with respect to the
sale or issuance of any shares of Common Stock or equity of the Borrower or
other equity interest in any of the Subsidiaries of the Borrower.
 
 (e)            No Violation or
Conflict.  Neither the issuance nor sale of the Securities nor
the performance of the Borrower’s obligations under this Note and all other
agreements entered into by the Borrower relating thereto by the Borrower
will:
 
 (i)           violate,
conflict with, result in a breach of, or constitute a default (or an event which
with the giving of notice or the lapse of time or both would be reasonably
likely to constitute a default in any  material respect) of a material
nature under (1) the articles or certificate of incorporation, charter or bylaws
of the Borrower, (2) any decree, judgment, order, law, treaty, rule, regulation
or determination applicable to the Borrower of any court, governmental agency or
body, or arbitrator having jurisdiction over the Borrower or over the properties
or assets of the Borrower or any of its affiliates, (3) the terms of any bond,
debenture, note or any other evidence of indebtedness, or any agreement, stock
option or other similar plan, indenture, lease, mortgage, deed of trust or other
instrument to which the Borrower or any of its affiliates is a party, by which
the Borrower or any of its affiliates is bound, or to which any of the
properties of the Borrower or any of its affiliates is subject, or (4) the terms
of any “lock-up” or similar provision of any underwriting or similar agreement
to which the Borrower, or any of its affiliates is a party except the violation,
conflict, breach, or default of which would not have a Material Adverse
Effect;
 
 (ii)           result
in the creation or imposition of any lien, charge or encumbrance upon the
Securities or any of the assets of the Borrower or any of its affiliates, except
as contemplated herein;
 
 (iii)           result
in the activation of any anti-dilution rights or a reset or repricing of any
debt or security instrument of any other creditor or equity holder of the
Borrower, nor result in the acceleration of the due date of any obligation of
the Borrower; or
 
 (iv)           result
in the activation of any piggy-back registration rights of any person or entity
holding securities or debt of the Borrower or having the right to receive
securities of the Borrower.
 
 (f)            The
Securities.  The Securities upon issuance:
 
 (i)                      are,
or will be, free and clear of any security interests, liens, claims or other
encumbrances, subject to restrictions upon transfer under the 1933 Act and any
applicable state securities laws;
 
 (ii)           have
been, or will be, duly and validly authorized and on the date of issuance of the
Conversion Shares, the Conversion Shares will be duly and validly issued, fully
paid and nonassessable or if registered pursuant to the 1933 Act, and resold
pursuant to an effective registration statement will be free trading and
unrestricted;
 
 (iii)           will
not have been issued or sold in violation of any preemptive or other similar
rights of the holders of any securities of the Borrower;
 
 (iv)           will
not subject the holders thereof to personal liability by reason of being such
holders, provided Holder’s representations herein are true and accurate and
Holder takes no actions or fails to take any actions required for their purchase
of the Securities to be in compliance with all applicable laws and regulations;
and
 
 (v)           provided
Holder’s representations herein are true and accurate, will have been issued in
reliance upon an exemption from the registration requirements of and will not
result in a violation of Section 5 under the 1933 Act.
 
 (g)            Stop
Transfer.  The Borrower will not issue any stop transfer order
or other order impeding the sale, resale or delivery of any of the Securities,
except as may be required by any applicable federal or state securities laws and
unless contemporaneous notice of such instruction is given to the
Holder.
 
 (h)            Defaults.   The
Borrower is not in violation of its articles of incorporation or bylaws and is
(i) not in default under or in violation of any other material agreement or
instrument to which it is a party or by which it or any of its properties are
bound or affected, which default or violation would have a Material Adverse
Effect, (ii) not in default with respect to any order of any court, arbitrator
or governmental body or subject to or party to any order of any court or
governmental authority arising out of any action, suit or proceeding under any
statute or other law respecting antitrust, monopoly, restraint of trade, unfair
competition or similar matters, or (iii) to the Borrower’s knowledge not in
violation of any statute, rule or regulation of any governmental authority which
violation would have a Material Adverse Effect.
 
 (i)            Not an Integrated
Offering.  Neither the Borrower, nor any of its affiliates, nor
any person acting on its or their behalf, has directly or indirectly made any
offers or sales of any security or solicited any offers to buy any security
under circumstances that would cause the offer of the Securities pursuant to
this Note to be integrated with prior offerings by the Borrower for purposes of
the 1933 Act or any applicable stockholder approval provisions, including,
without limitation, under the rules and regulations of the principal market
which would impair the exemptions relied upon herein or the Borrower’s ability
to timely comply with its obligations hereunder. Nor will the Borrower or any of
its affiliates take any action or steps that would cause the offer or issuance
of the Securities to be integrated with other offerings which would impair the
exemptions relied upon in this offering or the Borrower’s ability to timely
comply with its obligations hereunder. The Borrower will not conduct any
offering other than the transactions contemplated hereby that will be integrated
with the offer or issuance of the Securities which would impair the exemptions
relied upon in this offering or the Borrower’s ability to timely comply with its
obligations hereunder.
 
 (j)            No Undisclosed
Liabilities.  The Borrower has no liabilities or obligations
which are material, individually or in the aggregate, which are not disclosed
herein, other than those incurred in the ordinary course of the Borrower’s
businesses and which, individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect.
 
 
 (k)            Investment
Company.   Neither the Borrower nor any affiliate is an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended.
 
 (l)            Survival.  The
foregoing representations and warranties shall survive until three (3) years
after the Issuance Date.
 
 3.2            Representations and
Warranties of the Holder.  The Holder hereby represents and
warrants to the Borrower with respect solely to itself and not with respect to
any other Holder as follows:
 
 (a)            Organization and Standing of
the Holder.  The Holder is a limited partnership duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its Delaware.
 
 (b)            Authorization and
Power.  The Holder has the requisite power and authority to
enter into this Note and to receive the Securities being sold to it
hereunder.  The execution, delivery and performance of the Securities
by the Holder and the consummation by it of the transactions contemplated hereby
have been duly authorized by all necessary corporate or partnership action, and
no further consent or authorization of such Holder or its Board of Directors,
stockholders, or partners, as the case may be, is required. When executed and
delivered by the Holder, the Note shall constitute valid and binding obligations
of the Holder enforceable against such Holder in accordance with their terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement
of, creditor's rights and remedies or by other equitable principles of general
application.
 
 (c)            Acquisition for
Investment.  The Holder is purchasing the Securities solely for
its own account and not with a view to or for sale in connection with
distribution. The Holder does not have a present intention to sell any of the
Securities, nor a present arrangement (whether or not legally binding) or
intention to effect any distribution of any of the Securities to or through any
person or entity; provided, however, that by making the representations herein,
such Holder does not agree to hold the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities at any time in
accordance with Federal and state securities laws applicable to such
disposition. The Holder acknowledges that it (i) has such knowledge and
experience in financial and business matters such that Holder is capable of
evaluating the merits and risks of Holder's investment in the Borrower, (ii) is
able to bear the financial risks associated with an investment in the Securities
and (iii) has been given full access to such records of the Borrower and the
Subsidiaries and to the officers of the Borrower and the Subsidiaries as it has
deemed necessary or appropriate to conduct its due diligence
investigation.
 
 (d)            No General
Solicitation.  The Holder acknowledges that the Securities were
not offered to such Holder by means of any form of general or public
solicitation or general advertising, or publicly disseminated advertisements or
sales literature, including (i) any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media, or
broadcast over television or radio, or (ii) any seminar or meeting to which such
Holder was invited by any of the foregoing means of communications. The Holder,
in making the decision to purchase the Securities, has relied upon independent
investigation made by it and has not relied on any information or
representations made by third parties.
 
 (e)            Certain
Fees.  Other than as described herein, the Holder has not
employed any broker or finder or incurred any liability for any brokerage or
investment banking fees, commissions, finders' structuring fees, financial
advisory fees or other similar fees in connection with the Note.
 
 ARTICLE
IV
 COVENANTS
 
 The
Borrower covenants with the Holder as follows, which covenants are for the
benefit of the Holder and their respective permitted assignees.
 
 4.1           Inspection
Rights.  The Borrower shall permit, during normal business
hours and upon reasonable request and reasonable notice, the Holder or any
employees, agents or representatives thereof, so long as such Holder shall be
obligated hereunder to purchase the Note or shall beneficially own any
Conversion Shares for purposes reasonably related to such Holder's interests as
a stockholder, to examine the publicly available, non-confidential records and
books of account of, and visit and inspect the properties, assets, operations
and business of the Borrower and any Subsidiary, and to discuss the publicly
available, non-confidential affairs, finances and accounts of the Borrower and
any Subsidiary with any of its officers, consultants, directors, and key
employees.
 
 4.2           Compliance with
Laws.  The Borrower shall comply, and cause each Subsidiary to
comply, with all applicable laws, rules, regulations and orders, noncompliance
with which would be reasonably likely to have a Material Adverse
Effect.
 
 4.3           Keeping of Records and Books
of Account.  The Borrower shall keep and cause each Subsidiary
to keep adequate records and books of account, in which complete entries will be
made in accordance with GAAP consistently applied, reflecting all financial
transactions of the Borrower and its Subsidiaries, and in which, for each fiscal
year, all proper reserves for depreciation, depletion, obsolescence,
amortization, taxes, bad debts and other purposes in connection with its
business shall be made.
 
 4.4           Other
Agreements.  The Borrower shall not enter into any agreement in
which the terms of such agreement would restrict or impair the right or ability
to perform of the Borrower or any Subsidiary under the Note.
 
 4.5           Disclosure of Material
Information.  The Borrower covenants and agrees that neither it
nor any other person acting on its behalf has provided or will provide any
Holder or its agents or counsel with any information that the Borrower believes
constitutes material non-public information, unless prior thereto such Holder
shall have executed a written agreement regarding the confidentiality and use of
such information.  The Borrower understands and confirms that the Holder
shall be relying on the foregoing representations in effecting transactions in
securities of the Borrower. In the event such information is disclosed to the
Holder, the Borrower shall publicly disclose such information in a Form 8-K
filed with the United States Securities and Exchange Commission (the “SEC”) within four
days of the disclosure of such information.
 
 4.6           Pledge of
Securities.  The Borrower acknowledges that the Securities may
be pledged by a Holder in connection with a bona fide margin agreement or other
loan or financing arrangement that is secured by the Securities. The pledge of
Securities shall not be deemed to be a transfer, sale or assignment of the
Securities hereunder, and no Holder effecting a pledge of the Securities shall
be required to provide the Borrower with any notice thereof or otherwise make
any delivery to the Borrower pursuant to this Note; provided that a Holder and
its pledgee shall be required to comply with the provisions herein in order to
effect a sale, transfer or assignment of Securities to such
pledgee.
 
 4.7           Amendments.  The
Borrower shall not amend or waive any provision of the Articles of Incorporation
or Bylaws of the Borrower without the express written consent of the
Holder.
 
 4.8           Distributions.  So
long as the Note remains outstanding, the Borrower agrees that it shall not (i)
declare or pay any dividends or make any distributions to any holder(s) of
Common Stock or other equity security of the Borrower or (ii) purchase or
otherwise acquire for value, directly or indirectly, any Common Stock or other
equity security of the Borrower.
 
 4.9           Reservation of
Shares.  So long as the Note remains outstanding, the Borrower
shall take all action necessary to at all times have authorized and reserved for
the purpose of issuance, one hundred and fifty percent (150%) of the aggregate
number of shares of Common Stock needed to provide for the issuance of the
Conversion Shares.
 
 4.10           Transfer
Agent.  The Borrower’s current transfer agent is Action Stock
Transfer Corporation. So long as the Note remains outstanding, the Borrower
shall not change transfer agents without the express written consent of the
Holder. In addition, the Borrower shall issue irrevocable instructions (the
“Irrevocable Transfer
Agent Instructions” attached hereto as Exhibit B)
to its transfer agent, and any subsequent transfer agent. The Borrower warrants
that no instruction other than the Irrevocable Transfer Agent Instructions
referred to in this Section will be given by the Borrower to its transfer agent
and that the Conversion Shares shall otherwise be freely transferable on the
books and records of the Borrower as and to the extent provided in this Note. If
the Holder provides the Borrower or the Borrower’s transfer agent with an
opinion of counsel of the Holder’s choosing to the effect that a public sale,
assignment or transfer of the Conversion Shares may be made without registration
under the Securities Act or the Holder provides the Borrower with reasonable
assurances that the Conversion Shares can be sold pursuant to Rule 144 without
any restriction as to the number of securities acquired as of a particular date
that can then be immediately sold, the Borrower hereby expressly authorizes the
transfer agent to accept such opinion or assurances without any Borrower
approval required and expressly authorizes and instructs the transfer agent to
affect such transfer, and, in the case of the Conversion Shares, issue one or
more certificates in such name and in such denominations as specified by such
Holder and without any restrictive legend.  The Borrower acknowledges
that a breach by it of its obligations under this Section will cause irreparable
harm to the Holder by vitiating the intent and purpose of the transaction
contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at
law for a breach of its obligations under this Section will be inadequate
and agrees, in the event of a breach or threatened breach by the Borrower of the
provisions of this Section, that the Holder shall be entitled, in addition to
all other available remedies, to an order and/or injunction restraining any
breach and requiring immediate issuance and transfer of such shares, without the
necessity of showing economic loss and without any bond or other security being
required.
 
 4.11           Disposition of
Assets.  So long as the Note remains outstanding, neither the
Borrower nor any subsidiary shall sell, transfer or otherwise dispose of any of
its properties, assets and rights including, without limitation, its
intellectual property to any person except for sales with the prior written
consent of the Holder.
 
 4.12           Restrictions on Issuances of
Securities.  So long as any amount of the principal or interest
of the Note remains outstanding, the Borrower shall not issue any additional
securities, including any class of common or preferred shares, nor designate any
new class of securities without the prior written consent of the
Holder.
 
 4.13           Restrictions on Subsequent
Financings.  So long as any amount of the principal or interest
of the Note remains outstanding, the Borrower shall not offer or sell to, or
exchange with (or other type of distribution to) any third party any debt
instrument, including, but not limited to securities convertible, exercisable or
exchangeable into Common Stock or any other equity security of the Borrower,
without the prior written consent of the Holder with such consent not, provided
adequate security to the Holder, to be unreasonably withheld.
 
 ARTICLE
V
 EVENT OF DEFAULT
 
 The
occurrence of any of the following events of default ("Event of Default")
shall, at the option of the Holder hereof, make all sums of principal and
interest then remaining unpaid hereon and all other amounts payable hereunder
immediately due and payable, upon demand, without presentment, or grace period,
all of which hereby are expressly waived, except as set forth
below:
 
 5.1           Failure to Pay Principal or
Interest.  The Borrower fails to pay any installment of
Principal Amount, interest or other sum due under this Note when due and such
failure continues for a period of five (5) business days after the due
date.
 
 5.2           Failure to Convert.
The Borrower provides notice to the Holder, including by way of public
announcement, at any time, of its inability to comply or its intention not to
comply with proper requests for conversion of this Note into shares of Common
Stock.
 
 5.3           Breach of
Covenant.  The Borrower breaches any material covenant or other
term or condition of this Note in any material respect and such breach, if
subject to cure, continues for a period of five (5) business days.
 
 5.4           Breach of Representations
and Warranties.  Any material representation or warranty of the
Borrower made herein or in any agreement, statement or certificate given in
writing pursuant hereto or in connection herewith or therewith shall be false or
misleading in any material respect as of the date made.
 
 5.5           Receiver or
Trustee.  The Borrower or any Subsidiary of Borrower shall make
an assignment for the benefit of creditors, or apply for or consent to the
appointment of a receiver or trustee for them or for a substantial part of their
property or business; or such a receiver or trustee shall otherwise be
appointed.
 
 5.6           Bankruptcy.  Bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings or
relief under any bankruptcy law or any law, or the issuance of any notice in
relation to such event, for the relief of debtors shall be instituted by or
against the Borrower or any Subsidiary of Borrower and if instituted against
them are not dismissed within forty-five (45) days of initiation.
 
 5.7           Delisting.   Delisting
of the Common Stock from any Principal market; failure to comply with the
requirements for continued listing on a Principal market for a period of seven
consecutive trading days; or notification from a Principal market that the
Borrower is not in compliance with the conditions for such continued listing on
such Principal market.
 
 5.8           Stop
Trade.  An SEC or judicial stop trade order or Principal market
trading suspension with respect to Borrower’s Common Stock that lasts for five
(5) or more consecutive trading days.
 
 5.9           Failure to Deliver Common
Stock or Replacement Note.  Borrower's failure to timely
deliver Common Stock to the Holder pursuant to and in the form required by this
Note, and, if requested by Borrower, a replacement Note.
 
 5.10           Failure to Remove
Restrictive Legend. The failure of the Borrower to instruct its transfer
agent to remove any legends from shares of Common Stock pursuant to Section 4.10
herein and issue such un-legended certificates to the Holder within three (3)
business days of the Holder’s request.
 
 5.11           Stock
Splits.   The Borrower effectuates a reverse or forward
split of its Common Stock without express written consent from the
Holder.
 
 5.12           Reservation Default.
The occurrence of reservation default as described in this Note.
 
 ARTICLE
VI
 INDEMNIFICATION
 
 6.1           General
Indemnity.  The Borrower agrees to indemnify the Holder and
hold it harmless against any losses, claims, damages or liabilities incurred by
the Holder, in connection with, or relating in any manner, directly or
indirectly, to the Holder in connection with the Note. Additionally, the
Borrower agrees to reimburse the Holder immediately for any and all expenses,
including, without limitation, attorney fees, incurred by the Holder in
connection with investigating, preparing to defend or defending, or otherwise
being involved in, any lawsuits, claims or other proceedings arising out of or
in connection with or relating in any manner, directly or indirectly, from the
Note (as defendant, nonparty, or in any other capacity other than as a
plaintiff, including, without limitation, as a party in an interpleader
action).  The Borrower further agrees that the indemnification and
reimbursement commitments set forth in this paragraph shall extend to any
controlling person, strategic alliance, partner, member, shareholder, director,
officer, employee, agent or subcontractor of the Holder and their heirs, legal
representatives, successors and assigns.  The provisions set forth in
this Section shall survive any termination of this Note.
 
 ARTICLE
VII
 MISCELLANEOUS
 
 7.1           Fees and
Expenses.  Each Party shall pay the fees and expenses of its
advisors, counsel, accountants and other experts, if any, and all other
expenses, incurred by such Party incident to the negotiation, preparation,
execution, delivery and performance of this Note; provided however, the Borrower
shall pay all reasonable fees and expenses incurred by the Holder in connection
with the enforcement of this Note, including, without limitation, all reasonable
attorneys' fees and expenses.
 
 7.2           Specific Performance;
Consent to Jurisdiction; Venue.
 
 (a)            The
Borrower and the Holder acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Note was not performed in
accordance with its specific terms or were otherwise breached.  It is
accordingly agreed that the Parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Note and to
enforce specifically the terms and provisions hereof or thereof, this being in
addition to any other remedy to which any of them may be entitled by law or
equity.
 
 (b)            This
Note shall be governed by and construed in accordance with the laws of the State
of Florida without reference to applicable conflict of law
principles.  All Parties consent to the exclusive jurisdiction of the
Federal Court or any state court sitting in Florida in any action, suit or other
proceeding arising out of or relating to this Note and each Party irrevocably
agrees that all claims and demands in respect of any such action, suit or
proceeding may be heard and determined in any such court and irrevocably waives
any objection it may now or hereafter have as to the venue of any such action,
suit or proceeding brought in any such court or that such court is an
inconvenient forum. EACH PARTY
WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF OR RELATED TO THIS NOTE IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY HERETO.  Whenever
possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but, if any provision of this Note
shall be held to be prohibited or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Note.
  7.3           Entire Agreement;
Amendment.  This Note and the Exchange Agreement contains the
entire understanding and agreement of the Parties with respect to the matters
covered hereby and, except as specifically set forth herein or in the Exchange
Agreement, neither the Borrower nor any Holder make any representation,
warranty, covenant or undertaking with respect to such matters, and they
supersede all prior understandings and agreements with respect to said subject
matter, all of which are merged herein.  No provision of this Note may
be waived or amended other than by a written instrument signed by the Borrower
and the Holder holding at least a majority of the principal amount of the Note
then held by the Holder. Any amendment or waiver effected in accordance with
this Section shall be binding upon the Holder (and their permitted assigns) and
the Borrower.
 
 7.4           Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery, by telecopy, facsimile or electronic mail transmission at the address
or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur.  The addresses for such communications
shall be:
 
 If to the Borrower, to:
                
                CoConnect,
      Inc.
                2038
      Corte del Nogal, Suite 110
                Carlsbad,
      California 92011
                Fax:
      (760) 804-8845
              If to the Holder, to:
                
                Noctua
      Fund, LP
                E-mail:
 
 Any Party
hereto may from time to time change its address for notices by giving written
notice of such changed address to the other Party hereto.
 
 7.5           Waivers.  No
waiver by either Party of any default with respect to any provision, condition
or requirement of this Note shall be deemed to be a continuing waiver in the
future or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of any Party to exercise any right hereunder in any
manner impair the exercise of any such right accruing to it
thereafter.
 
 7.6           Headings.  The
article, section and subsection headings in this Note are for convenience only
and shall not constitute a part of this Note for any other purpose and shall not
be deemed to limit or affect any of the provisions hereof.
 
 7.7           Assignability.  This
Note shall be binding upon the Borrower and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and assigns. This
Note, and all of the terms and conditions described herein, is assignable and
may be transferred sold, or pledged, hypothecated or otherwise granted as
security freely by the Holder. The Borrower may not assign any of its
obligations under this Note without the consent of the Holder.
 
 7.8           No Third Party
Beneficiaries.  This Note is intended for the benefit of the
Parties hereto and their respective permitted successors and assigns and is not
for the benefit of, nor may any provision hereof be enforced by, any other
person.
 
 7.9           Survival.  The
representations and warranties of the Borrower and the Holder shall survive the
execution and delivery hereof.
 
 7.10           Counterparts.  This
Note may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument and shall become effective when
counterparts have been signed by each Party and delivered to the other Parties
hereto, it being understood that all Parties need not sign the same
counterpart.
 
 7.11           Severability.  The
provisions of this Note are severable and, in the event that any court of
competent jurisdiction shall determine that any one or more of the provisions or
part of the provisions contained in this Note shall, for any reason, be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision or part of a provision
of this Note and this Note shall be reformed and construed as if such invalid or
illegal or unenforceable provision, or part of such provision, had never been
contained herein, so that such provisions would be valid, legal and enforceable
to the maximum extent possible.
 
 7.12           Further
Assurances.  From and after the date of this Note, upon the
request of the Holder or the Borrower, the Borrower and the Holder shall execute
and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Note
 
 7.13           Shareholder
Status.  The Holder shall not have rights as a shareholder,
including any voting right, of the Borrower with respect to unconverted portions
of this Note. However, the Holder will have all the rights of a shareholder of
the Borrower with respect to the shares of Common Stock to be received by Holder
after delivery by the Holder of a Conversion Notice to the
Borrower.
 
 7.14           Acknowledgments and
Assent.  The Parties individually and collectively acknowledge
that they have been given adequate time to consider this Note and that they were
advised to consult with an independent attorney prior to signing this Note and
that they have in fact consulted with counsel of their own choosing prior to
executing this Note. The Parties agree that they have read this Note and
understand the content herein, and freely and voluntarily assent to all of the
terms herein.
 
 
 SIGNATURE
PAGE
 
 IN
WITNESS WHEREOF, the Borrower has signed and sealed this Note and delivered it
as of the date first set forth above.
 
 COCONNECT,
      INC.
                A
      Nevada corporation
                
                /s/ Mark L. BaumBy:
      Mark L. Baum, Esq.
                Its:
      President
 
 
 
 FACSIMILE
COPY OF THIS AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT AS AN ORIGINAL OF THE
SAME.
  
 
 
 
 LIST
OF EXHIBITS
 
 Exhibit
A............Exchange Agreement
 Exhibit
B............Irrevocable Transfer Agent Instruction Letter










THIS
CONVERTIBLE PROMISSORY NOTE (THE “NOTE”) AND THE COMMON SHARES ISSUABLE UPON
CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”).  THIS NOTE AND THE COMMON SHARES
ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE OR THE
COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID ACT, OR ANY OTHER
VALID EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR AN OPINION OF
COUNSEL OF THE BORROWER (AS DEFINED HEREIN) THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
 
 COCONNECT,
INC.
 
 CONVERTIBLE
PROMISSORY NOTE
 Series
08152009-A2
 
 Principal
      Amount:                     $28,166
              
              Issuance
      Date:                                                  August
      15, 2009Interest
      Rate:                                     5%
              
              Maturity
      Date:                                             November
      15, 2009
 
 WHEREAS,
on or about August 15, 2009, CoConnect, Inc., a Nevada corporation (the “Borrower”), entered
into a debt exchange agreement with Noctua Fund, LP, a Delaware limited
partnership (the “Holder”) requiring
the issuance this promissory note to the holder in the amount of $28,166 (the
“Exchange
Agreement,” a copy of which has been attached hereto as Exhibit
A). The Holder and the Borrower may hereinafter be referred to
individually as a “Party” and
collectively as the “Parties.”
 
 NOW,
THEREFORE, in consideration of the mutual covenants and other agreements
contained herein, and for good and valuable consideration, receipt of which is
hereby acknowledged, the Borrower hereby issues this convertible promissory note
and the Parties hereby agree as follows:
 
 1            Issuance of
Note.  Upon the following terms and conditions, the Borrower
hereby issues to the Holder, and the Holder hereby accepts from the Borrower,
this convertible promissory note (the “Note”) in the
aggregate principal amount of Twenty Eight Thousand One Hundred and Sixty Six
Dollars (US$28,166), convertible into shares of the Borrower's common stock, par
value $0.01 per share (the “Common Stock”), due
and payable on or before November 15, 2009 (the “Maturity Date”). The
Borrower and the Holder are executing and delivering this Note in accordance
with and in reliance upon the exemption from securities registration afforded by
Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the "Securities Act"),
including Regulation D, and/or upon such other exemption from the registration
requirements of the Securities Act as may be available with respect to any or
all of the investments to be made hereunder.
 
 
 ­2.           Interest.  Beginning
on the issuance date of this Note (the “Issuance Date”), the
outstanding principal balance of this Note shall bear interest, in arrears, at a
rate per annum equal to five percent (5%), of the Note, payable upon the
Maturity Date at the option of the Holder in (i) cash, or (ii) in registered
shares of Common Stock. If Holder elects to receive interest in Common Stock,
the price of the Common Stock shall be determined in accordance with Section 2
herein. Interest shall be computed on the basis of a 360-day year of twelve (12)
30-day months and shall accrue commencing on the Issuance Date. Nothing
contained herein or in any document referred to herein or delivered in
connection herewith shall be deemed to establish or require the payment of a
rate of interest or other charges in excess of the maximum permitted by
applicable law.  In the event that the rate of interest or dividends
required to be paid or other charges hereunder exceed the maximum permitted by
such law, any payments in excess of such maximum shall be credited against
amounts owed by the Borrower to the Holder and thus refunded to the
Borrower.
 
 3.           Conversion of
Note.                                                      The
Holder shall have the right from and after the date of the issuance of this Note
and then at any time until this Note is fully paid, to convert any outstanding
and unpaid principal portion of this Note, into fully paid and nonassessable
shares of the common stock of the Borrower as such stock exists on the date of
issuance of this Note, or is hereafter be changed or reclassified, at a “Conversion Price”
equal to $0.01 per share; provided,
however,  the Holder shall not be entitled to convert an amount
of the Note which would result in beneficial ownership by the Holder and its
affiliates of more than 4.99% of the outstanding shares of Common Stock of the
Borrower on such Conversion Date; provided, however, the Holder
may waive the limitations set forth herein with written consent from the
Borrower by written notice of not less than sixty-one (61) days to the Borrower.
For the purposes of the provision 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, and Regulation 13d-3
thereunder.
 
 4.           Conversion
Privileges.  The conversion privileges of this Note shall
remain in full force and effect immediately from the date hereof and until the
Note is paid in full regardless of the occurrence of an Event of
Default.
  5.           Default.     The
non-payment by the Borrower of the required principal and interest payment due
upon the Maturity Date for more than twenty days after such date shall be an
“Event of
Default”.
 
 6.           Entire Agreement;
Amendment.  This Note and the Exchange Agreement contains the
entire understanding and agreement of the Parties with respect to the matters
covered hereby and, except as specifically set forth herein or in the Exchange
Agreement, neither the Borrower nor any Holder make any representation,
warranty, covenant or undertaking with respect to such matters, and they
supersede all prior understandings and agreements with respect to said subject
matter, all of which are merged herein.  No provision of this Note may
be waived or amended other than by a written instrument signed by the Borrower
and the Holder holding at least a majority of the principal amount of the Note
then held by the Holder. Any amendment or waiver effected in accordance with
this Section shall be binding upon the Holder (and their permitted assigns) and
the Borrower.
 
 7.           Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery, by telecopy, e-mail or facsimile transmission at the address or number
designated below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours
where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first
occur.  The addresses for such communications shall be:
 
 If to the Borrower, to:
                
                CoConnect,
      Inc.
                2038
      Corte del Nogal, Suite 110
                Carlsbad,
      California 92011
                Fax:
      (760) 804-8845
              If to the Holder, to:
                
                Noctua
      Fund, LP
                E-mail:
 
 8.           Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the State of Florida without reference to applicable
conflict of law principles.  All Parties consent to the exclusive
jurisdiction of the Federal Court or any state court sitting in Florida in any
action, suit or other proceeding arising out of or relating to this Note and
each Party irrevocably agrees that all claims and demands in respect of any such
action, suit or proceeding may be heard and determined in any such court and
irrevocably waives any objection it may now or hereafter have as to the venue of
any such action, suit or proceeding brought in any such court or that such court
is an inconvenient forum. EACH
PARTY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF OR RELATED TO THIS NOTE IN ANY ACTION, PROCEEDING OR
OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY
HERETO.  Whenever possible, each provision of this Note shall
be interpreted in such manner as to be effective and valid under applicable law,
but, if any provision of this Note shall be held to be prohibited or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Note.
  9.           Assignability.  This
Note shall be binding upon the Borrower and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and assigns. This
Note, and all of the terms and conditions described herein, is assignable and
may be transferred sold, or pledged, hypothecated or otherwise granted as
security freely by the Holder. The Borrower may not assign any of its
obligations under this Note without the consent of the Holder.
 
 10.           Shareholder
Status.  The Holder shall not have rights as a shareholder,
including any voting right, of the Borrower with respect to unconverted portions
of this Note. However, the Holder will have all the rights of a shareholder of
the Borrower with respect to the shares of Common Stock to be received by Holder
after delivery by the Holder of a Conversion Notice to the
Borrower.
 
 11.           Counterparts.  This
Note may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument and shall become effective when
counterparts have been signed by each Party and delivered to the other Parties
hereto, it being understood that all Parties need not sign the same
counterpart.
 
 12.           Further
Assurances.  From and after the date of this Note, upon the
request of the Holder or the Borrower, the Borrower and the Holder shall execute
and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Note
 
 13.           Acknowledgments and
Assent.  The Parties individually and collectively acknowledge
that they have been given adequate time to consider this Note and that they were
advised to consult with an independent attorney prior to signing this Note and
that they have in fact consulted with counsel of their own choosing prior to
executing this Note. The Parties agree that they have read this Note and
understand the content herein, and freely and voluntarily assent to all of the
terms herein.
 
 
 
 
 SIGNATURE
PAGE
 
 IN
WITNESS WHEREOF, the Borrower has signed and sealed this Note and delivered it
as of the date first set forth above.
 
 COCONNECT,
      INC.
                A
      Nevada corporation
                
                /s/ Mark L. BaumBy:
      Mark L. Baum, Esq.
                Its:
      President
 
 
 
 FACSIMILE
COPY OF THIS AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT AS AN ORIGINAL OF THE
SAME.
  
 
 
 LIST
OF EXHIBITS
 
 Exhibit
A............Exchange Agreement