PROMISSORY NOTE

PROMISSORY NOTE

FOR VALUE RECEIVED, Siena Technologies, Inc., a Nevada corporation, and all of its subsidiaries (the “ Company ”) (OTC BB: SIEN) hereby promises to pay to the order of DUTCHESS PRIVATE EQUITIES FUND, LTD., a Cayman Island exempted company (the “ Holder ”), by the Maturity Date, or earlier, the Face Amount of One Hundred and Ninety Thousand Dollars ($190,000) plus accrued interest  U.S., (this “ Note ”) in such amounts, at such times and on such terms and conditions as are specified herein.  The Company and the Holder are sometimes hereinafter collectively referred to as the “ Parties ” and each a “ Party ” to this Agreement.

Article 1

Method of Payment

Section 1.1

Payments shall be made to the Holder by the Company in satisfaction of this Note (referred to as a "Payment,") in full from the subsequent financing to be completed by Dutchess Private Equities Fund, Ltd. of approximately two million dollars ($2,000,000) (“Subsequent Financing”).  The Payment will be due from closing of the Subsequent Financing ("Payment Date" or "Payment Dates").

Article 2

Intentionally Omitted

Article 3

Unpaid Amounts

Section 3.1

In the event that the Company has not repaid the Face Amount by the Maturity Date (the “ Residual Amount ”), then as liquidated damages (the “ Liquidated Damages ”), the Face Amount shall be increased by ten percent (10.0%) as an initial penalty and an additional two and one-half percent (2.5%) per month (pro rata for partial periods), compounded daily, for each month until the Face Amount is paid in full.  Further, if a Residual Amount remains at Maturity, it shall constitute an Event of Default hereunder. The Parties acknowledge that the Liquidated Damages are not interest under this Note and shall not constitute a penalty.

Article 4

Defaults and Remedies

Section 4.1

Events of Default. An “ Event of Default ” occurs if any one of the following occur:

(a)

The Company does not make a Payment within three (3) business days of a Payment Date, or a Residual Amount on the Note exists on the Maturity Date;

(b)

The Company, pursuant to or within the meaning of any Bankruptcy Law (as defined below): (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian (as defined below) of the Company or for its property; (iv) makes an assignment for the benefit of its creditors; or (v) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary case; (B) appoints a Custodian of the Company or for its property; or (C) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for sixty (60) calendar days;

(c)

The Company’s $0.001 par value common stock (the “Common Stock”) is suspended or is no longer listed on any recognized exchange, including an electronic over-the-counter bulletin board, in excess of two (2) consecutive trading days (excluding suspensions of not more than one (1) trading day resulting from business announcements by the Company);

(d)

The registration statement for the shares underlying the current Equity Line of Credit is not effective for any reason;

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(e)

The Company breaches a material term of this Agreement or any of the Company’s representation or warranties hereunder were false when made;

(f)

The Company fails to carry out Puts, including any paperwork needed, in a timely manner;

(g)

An event of default occurs under any agreement given as security for the obligations and liabilities under this Note.

(h)

The occurrence of any event which is described elsewhere in this Note as constituting an Event of Default hereunder.

(i)

The Company’s failure to pay any taxes when due unless such taxes are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been provided on the Company’s books; provided, however, that in the event that such failure is curable, the Company shall have ten (10) business days to cure such failure; or,

(j)

An attachment or levy is made upon the Company’s assets having an aggregate value in excess of twenty-five thousand dollars ($25,000) or a judgment is rendered against the Company or the Company’s property involving a liability of more than twenty-five thousand dollars ($25,000) which shall not have been vacated, discharged, stayed or bonded pending appeal within ninety (90) days from the entry hereof; or,

(k)

Any change in the Company’s condition or affairs (financial or otherwise) which in the Holder’s reasonable, good faith opinion, would have a Material Adverse Effect; provided, however, that in the event that such failure is curable, the Company shall have ten (10) business days to cure such failure; or,

(l)

Any Lien, except for Permitted Liens, created hereunder or under any of the Transaction Documents for any reason ceases to be or is not a valid and perfected Lien having a first priority interest; or,

(m)

The indictment or threatened indictment of the Company, any officer of the Company under any criminal statute, or commencement or threatened commencement of criminal or civil proceeding against the Company or any officer of the Company pursuant to which statute or proceeding penalties or remedies sought or available include forfeiture of any of the property of the company.

(n)

The Company does not complete the Subsequent Financing.  In the event the Dutchess does not pursue the Subsequent Financing, for any reason whatsoever, the Company shall use any readily available funds to pay off the balance of the Face Amount of the Note within thirty (30) days of the Maturity Date.  In this event only, shall the Company be entitled to receive an additional thirty (30) day grace period from the Maturity Date for payment on the Face Amount in full to the Holder.

As used in this Section 4.1 , the term “ Bankruptcy Law ” means Title 11 of the United States Code or any similar federal or state law for the relief of debtors, and the term “ Custodian ” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

Section 4.2

Remedies.  Upon the occurrence of each and every Event of Default, the Holder may seek any or all of the following remedies to the extent of the Residual Amount:

(a)

In the Event of Default, the Holder may elect to secure a portion of the Company's assets as outlined in the Security Agreement, as defined hereinafter.  The Holder may also elect to garnish revenue from the Company in an amount that will repay the Holder on the schedules outlined in this Note.

(b)

The Holder may increase the Face Amount of the Note by ten percent (10.0%) as an initial penalty and an additional two and one-half percent (2.5%) per month (pro rata for partial periods), compounded daily, until such Event of Default is cured (if capable of being cured) or this Note, together with all interest thereon, is repaid in full (i.e., exercise the Liquidated Damages option).  The Parties acknowledge that the Liquidated Damages are not interest under this Note and shall not constitute a penalty.

(c)

The Holder may elect to stop any further funding to the Company.

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(d)

The Holder may also do either (i) or (ii) below, but not both; provided, however, that the Holder may only utilize (i) below in the event of default pursuant to Section 4.1 and such default is not cured by the Company within ten (10) days:

(i)

Switch Residual Amount, in part or in whole, to a three-year (“ Convertible Maturity Date ”), eighteen percent (18%) interest bearing convertible debenture at a floating rate discount of fifty percent (50%) to the prevailing market price during conversion, and with such other terms described hereinafter (the “ Convertible Debenture ”).  The Convertible Debenture shall be considered closed (“ Convertible Closing Date ”) as of the date of the Event of Default .     If the Holder chooses to convert the Residual Amount to a Convertible Debenture, then the Company shall have ten (10) business days after notice of default from the Holder (the “ Notice of Convertible Debenture ”) to file a registration statement covering an amount of shares equal to three hundred percent (300%) of the Residual Amount, plus interest thereon and any Liquidated Damages due at such time.  In the event the Company does not file such registration statement within such period of time, or such registration statement is not declared by the Commission to be effective under the Securities Act within sixty (60) business days of the Convertible Closing Date, then the Residual Amount shall increase by five thousand dollars ($5,000) per day.  In the event the Company is given the option for accelerated effectiveness of the registration statement, the Company will cause such registration statement to be declared effective as soon as reasonably practicable and will not take any action to delay the registration to become effective.  In the event that the Company is given the option for accelerated effectiveness of the registration statement, but chooses not to cause such registration statement to be declared effective on such accelerated basis, the Residual Amount shall increase by five thousand dollars ($5,000) per day commencing on the earliest date as of which such registration statement would have been declared to be effective if subject to accelerated effectiveness.

(ii)

The Holder may increase the Payment Amount described under Article 1 hereof to fulfill the repayment of the Residual Amount.  The Company shall provide full cooperation to the Holder in directing funds owed to the Holder on any Put made by the Company to the Investor.  The Company agrees to diligently carry out the terms outlined in the Equity Line for delivery of any such shares.  In the event the Company is not diligently fulfilling its obligation to direct funds owed to the Holder from Puts to the Holder, as reasonably determined by the Holder, the Holder may, after giving the Company five (5) business days advance notice to cure same, elect to increase the Face Amount of the Note by two and one-half percent (2.5%) per day, compounded daily, in addition to and on top of any additional remedies available to the Holder under this Note.

Section 4.3

Conversion Privilege

(a)

In the event that a Convertible Debenture is issued by the Company pursuant to Section 4.2(d)(i), the Holder shall have the right to convert the Convertible Debenture into shares of Common Stock at any time following the Convertible Closing Date and before the close of business on the Convertible Maturity Date.  The number of shares of Common Stock issuable upon the conversion of the Convertible Debenture shall be determined pursuant to Section 4.4 hereof, but the number of shares issuable shall be rounded up to the nearest whole share.

(b)

In the event all or any portion of the Convertible Debenture remains outstanding on the Convertible Maturity Date (the “ Debenture Residual Amount ”), the unconverted portion of such Convertible Debenture will automatically be converted into shares of Common Stock on such date in the manner set forth in Section 4.4 hereof.

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Section 4.4

Conversion Procedure

(a)

The Holder may elect to convert the Residual Amount in whole or in part any time and from time to time following the Convertible Closing Date.  Such conversion shall be effectuated by providing the Company, or its attorney, with that portion of the Convertible Debenture to be converted together with a facsimile or electronic mail of the signed notice of conversion (the “ Notice of Conversion ”).  The date on which the Notice of Conversion is effective (“ Conversion Date ”) shall be deemed to be the date on which the Holder has delivered to the Company a facsimile or electronically mailed the Notice of Conversion (receipt being via a confirmation of the time such facsimile or electronic mail to the Company as provided by the Holder).  The Holder can elect to either reissue the Convertible Debenture, or continually convert the remaining Residual Amount under the Debenture.

(b)

C ommon Stock to be Issued.

Upon the conversion of the Convertible Debenture by the Holder, the Company shall instruct its transfer agent to issue stock certificates without restrictive legends or stop transfer instructions, if, at that time, the aforementioned registration statement described in Section 4.2 hereof has been declared effective (or with proper restrictive legends if the registration statement has not as yet been declared effective), in specified denominations representing the number of shares of Common Stock issuable upon such conversion. In the event that the Convertible Debenture is deemed saleable under Rule 144 of the Securities Act, the Company shall, upon a Notice of Conversion, instruct the transfer agent to issue free trading certificates without restrictive legends, subject to other applicable securities laws. The Company is responsible to for all costs associated with the issuance of the shares, including but not limited to the opinion letter, overnight delivery of the certificates and any other costs that arise. The Company shall act as registrar of the Shares of Common Stock to be issued and shall maintain an appropriate ledger containing the necessary information with respect to each Convertible Debenture. The Company warrants that no instructions have been given or will be given to the transfer agent which limit, or otherwise prevent resale and that the Common Stock shall otherwise be freely resold, except as may be set forth herein or subject to applicable law.

(c)

Conversion Rate.  The Holder is entitled to convert the Convertible Debenture Residual Amount, plus accrued interest and penalties, anytime following the Convertible Closing Date, at the lesser of either (i) fifty percent (50%) of the lowest closing bid price during the fifteen (15) trading days immediately preceding the Notice of Conversion or (ii) 100% of the lowest bid price for the twenty (20) trading days immediately preceding the Convertible Closing Date (“ Fixed Conversion Price ”).  No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded up to the nearest whole share.

(d)

Nothing contained in the Convertible Debenture shall be deemed to establish or require the Company to pay interest to the Holder at a rate in excess of the maximum rate permitted by applicable law.  In the event that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Holder to the Company.  In the event this Section 4.4(d) applies, the Parties agree that the terms of this Note shall remain in full force and effect except as is necessary to make the interest rate comply with applicable law.

(e)

The Holder shall be treated as a shareholder of record on the date the Company is required to issue the Common Stock to the Holder.  If prior to the issuance of stock certificates, the Holder designates another person as the entity in the name of which the stock certificates requesting the Convertible Debenture are to be issued, the Holder shall provide to the Company evidence that either no tax shall be due and payable as a result of such transfer or that the applicable tax has been paid by the Holder or such person.  If the Holder converts any part of the Convertible Debentures, or will be, the Company shall issue to the Holder a new Convertible Debenture equal to the unconverted amount, immediately upon request by the Holder.

(f)

Within four (4) business days after receipt of the documentation referred to in this Section, the Company shall deliver a certificate for the number of shares of Common Stock issuable upon the conversion.  In the event the Company does not make delivery of the Common Stock as instructed by Holder within four (4) business days after the Conversion Date, the Company shall pay to the Holder an additional one percent (1.0%) per day in cash of the full dollar value of the Debenture Residual Amount then remaining after conversion, compounded daily ; provided, however, that the Company shall not be liable for any amounts under this Section 4.4(f) in the event that the delay in the issuance of the Common Stock is as a result of actions by the Holder or outside of the control of the Company.

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(g)

The Company shall at all times reserve (or make alternative written arrangements for reservation or contribution of shares) and have available all Common Stock necessary to meet conversion of the Convertible Debentures by the Holder of the entire amount of Convertible Debentures then outstanding.  If, at any time, the Holder submits a Notice of Conversion and the Company does not have sufficient authorized but unissued shares of Common Stock (or alternative shares of Common Stock as may be contributed by stockholders of the Company) available to effect, in full, a conversion of the Convertible Debentures (a “ Conversion Default ,” the date of such default being referred to herein as the “ Conversion Default Date ”), the Company shall issue to the Holder all of the shares of Common Stock which are available.  Any Converti