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 i
