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NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS
CONVERTIBLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR ANY
STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST
THEREIN NOR THE
SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED,
SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN
EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION
OF COUNSEL
SATISFACTORY TO THE COMPANY, IS AVAILABLE.
Convertible Promissory Note
$300,000 March 29, 2005
FOR VALUE RECEIVED, ICOA, INC., a Nevada corporation having an
office at 111
Airport Road, Warwick, Rhode Island 02889 (the "Company"),
hereby promises to
pay to William Lord (the "Holder"), having an address at PO Box
88, Wakefield,
RI 02880 on March 29, 2007 or earlier upon prepayment of this
Note as provided
herein, the sum of $300,000. The obligations contained herein
are subject in
their entirety to the effectiveness condition contained in
paragraph 3 of the
Separation and Release Agreement entered into between the
parties of even date
herewith.
All payments shall be made to the Holder in lawful currency of
the
United States of America to the address set forth above or such
other address as
to which the Holder shall notify the Company in writing three
(3) days prior to
the due date hereof or upon notice of any prepayment of this
Note.
Subject to and in compliance with the provisions hereof, the
Holder
may, on the due date hereof or on any prepayment date hereunder
convert all or
any portion of the outstanding balance of this Note as of such
payment or
prepayment date (in the aggregate not to exceed $100,000 in any
thirty day
period), into shares of the common stock, $0.0001 par value, of
the Company (the
"Common Stock"), at a conversion price equal to the closing bid
price per share
of Common Stock (as reported by National Association of
Securities Dealers,
Inc.'s Over-the-Counter Bulletin Board) for the trading day
preceding the date
hereof; provided, such conversion price shall be a maximum of
$.10 per share and
shall be a minimum of $.04 per share, unless, for any trading
day within 60 days
after the date hereof, the closing bid price per share of Common
Stock (as
reported by National Association of Securities Dealers, Inc.'s
Over-the-Counter
Bulletin Board) falls below $.04 per share, in which case the
minimum conversion
price shall be at least the closing bid price per share of
Common Stock (as
reported by National Association of Securities Dealers, Inc.'s
Over-the-Counter
Bulletin Board) for such trading day; and provided further that
such $100,000
limitation shall not apply in the case of a prepayment notice
from the Company.
The holder hereof shall communicate its intention to convert all
or any portion
of the amount of this Note by surrendering this Note, with the
Form of Notice of
Election to Convert, attached hereto as Exhibit "A", duly
completed and signed,
to the Company at its address for notice set forth elsewhere
herein.
1
<PAGE>
In the event of a conversion by the Holder of all or any portion
of the
outstanding balance of this Note into shares of the Common
Stock, the Company
will issue and deliver to the Holder, as soon as practical after
the Company's
receipt of the Notice of Election a certificate evidencing the
shares of Common
Stock issuable upon any such conversion.
If the Holder elects to convert less than the entire principal
amount
of this Note, the Company shall issue or cause to be issued and
delivered to the
Holder within ten business days of such partial conversion, at
its expense, a
new promissory note evidencing the outstanding amount due
hereunder after giving
effect to the amount applied to the conversion, which such
promissory note
shall, except as to the amount thereof, be identical to this
Note in all
respects.
If the Company shall fail to make a payment of principal when
due and
such failure shall continue for fifteen (15) days after notice
of such failure;
or shall make an assignment for the benefit of creditors, file a
petition in
bankruptcy, be adjudicated insolve
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