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                     CONVERTIBLE PROMISSORY NOTE
                 $540,000 PLUS INTEREST DUE & PAYABLE
                        DOCUMENT B-06282011a

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE
AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR
PROVISION.

FOR VALUE RECEIVED, on the Effective Date, as defined below on the
signature page Amerilithium Corp., as Obligor (the "Borrower," or
"Obligor"), hereby promises to pay to the Lender ("Lender" or
"Holder"), as defined below on the signature page, the Principal Sum,
as defined below, along with the Interest Rate, as defined below,
according to the terms herein.

The "Lender" shall be:         JMJ Financial / Its Principal, or Its
                               Assignees

The "Principal Sum" shall be:  $540,000 (five hundred forty thousand US
                               Dollars): Subject to the following:
                               accrued, unpaid interest shall be added
                               to the Principal Sum.

The "Original Issue Discount"
shall be:                      $40,000 (forty thousand US dollars)

The "Consideration" shall be:  $500,000 (five hundred thousand US
                               Dollars) in the form of the Secured &
                               Collateralized Promissory Note Document
                               C-06282011a (including Security &
                               Collateral Agreement).

The "Interest Rate" shall be:  8% one-time interest charge on the
                               Principal Sum.   No interest or
                               principal payments are required until
                               the Maturity Date, but both principal
                               and interest may be included in
                               conversion prior to maturity date.

The "Conversion Price" shall
be the following price:        As applied to the Conversion Formula set
                               forth in 2.2, 80% (eighty percent) of
                               the lowest trade price in the 25 trading
                               days previous to the conversion; as
                               applies to Amerilithium Corp. voting
                               common stock.

The "Maturity Date" is the
date upon which the Principal
Sum of this Note, as well as
any unpaid interest shall be
due and payable, and that
date shall be:                 3 (three) years from the Effective Date,
                               as defined below on the signature page.

The "Prepayment Terms" shall
be:                            Prepayment is not permitted, unless
                               approved by Holder in writing.

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                    ARTICLE 1 PAYMENT-RELATED PROVISIONS

     1.1   Interest Rate. Subject to the Holder's right to convert,
interest payable on this Note will accrue interest at the Interest Rate
and shall be applied to the Principal Sum.

     1.2   Payable on Demand.  In the event of any default, this Note
is irrevocably payable on demand at the Holder's election.

                        ARTICLE 2 CONVERSION RIGHTS

	The Holder will have the right to convert the Principal Sum and
accrued interest under this Note into Shares of the Borrower's Common
Stock as set forth below.

     2.1 Conversion Rights and Cashless Exercise. Subject to the terms
set forth in Section 2.7, the Holder will have the right at its
election from and after the Effective Date, and then at any time, to
convert all or part of the outstanding and unpaid Principal Sum and
accrued interest into shares of fully paid and nonassessable shares of
common stock of Amerilithium Corp. (as such stock exists on the date of
issuance of this Note, or any shares of capital stock of Amerilithium
Corp. into which such stock is hereafter changed or reclassified, the
"Common Stock") as per the Conversion Formula set forth in Section 2.2.
Any such conversion shall be cashless, and shall not require further
payment from Holder.  Unless otherwise agreed in writing by both the
Borrower and the Holder, at no time will the Holder convert any amount
of the Note into common stock that would result in the Holder owning
more than 4.99% of the common stock outstanding of Amerilithium Corp.
Shares from any such conversion will be delivered to Holder by 2:30pm
EST within 2 (two) business days of conversion notice delivery (see
3.1) by "DWAC/FAST" electronic transfer (see "Share Delivery"
attachment).

     2.2 Conversion Formula.  The number of shares issued through
conversion is the conversion amount divided by the conversion price, as
illustrated below.  The Holder and the Borrower shall maintain records
showing the principal amount(s) converted and the date of such
conversion(s).  The Borrower may deliver an objection to any Notice of
Conversion within 24 (twenty-four) hours of delivery of such Notice of
Conversion and the Borrower shall have been thereafter deemed to have
confirmed and ratified such Notice of Conversion and waive any
objection thereto.  The Company acknowledges and agrees that, absent a
duly delivered objection notice as required above, the Holder shall
materially rely on the confirmation and ratification of the conversion
price and, notwithstanding subsequent information to the contrary that
such computation was made in error, such deemed conversion price shall
thereafter be the conversion price for purposes of such conversion.

         # Shares = Conversion Amount
                    -----------------
         	     Conversion Price

         2.3. This section 2.3 intentionally left blank.

         2.4. This section 2.4 intentionally left blank.


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         2.5 Reservation of Shares. As of the issuance date of this Note
and for the remaining period during which the conversion right exists,
the Borrower will reserve from its authorized and unissued Common Stock
a sufficient number of shares to provide for the issuance of Common
Stock upon the full conversion of this Note. The Borrower represents
that upon issuance, such shares will be duly and validly issued, fully
paid and non-assessable. The Borrower agrees that its issuance of this
Note constitutes 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.

         2.6. Delivery of Conversion Shares.  Shares from any such
conversion will be delivered to Holder by 2:30pm EST within 2 (two)
business days of conversion notice delivery (see 3.1) by "DWAC/FAST"
electronic transfer (see "Share Delivery" attachment).  If those shares
are not delivered in accordance with this timeframe stated in this
Section 2.6, at any time for any reason prior to offering those shares
for sale in a private transaction or in the public market through its
broker, Holder may rescind that particular conversion to have the
conversion amount returned to the note balance with the conversion
shares returned to the Borrower. The Company will make its best efforts
to deliver shares to Holder same day / next day.

2.6.1. Conversion Delay Penalties.  Holder may assess
penalties or liquidated damages (both referred to herein as
"penalties") as follows.

2.6.1.A. For each conversion, Borrower agrees to deliver
share issuance instructions to its transfer agent same day
or next day.  In the event that the share issuance
instructions are not delivered to the Borrower's transfer
agent by the next day, a penalty of $2,000 per day will be
assessed for each day until share issuance instructions are
delivered to the transfer agent ($2,000 per day inclusive
of the day of the conversion); and such penalty will be
added to the principal balance of the Note (under Holder
and Borrower's expectation that any penalty amounts will
tack back to the original date of the note).

2.6.1.B.  For each conversion, in the event that shares are
not delivered by the third business day (inclusive of the
day of the conversion), a penalty of $2,000 per day will be
assessed for each day after the third business day
(inclusive of the day of the conversion) until share
delivery is made; and such penalty will be added to the
principal balance of the Note (under Holder and Borrower's
expectation that any penalty amounts will tack back to the
original date of the note).  Borrower will not be subjected
to any penalties once its transfer agent processes the
shares to the DWAC system.

         2.7. Discharge By Payment.  Conversions under this Convertible
Promissory Note Document B-06282011a are available only after the
Conversion Amount described herein is discharged by payment of equal or
greater value from the Secured & Collateralized Promissory Note
Document C-06282011a by either, at the Holder's choice, cash payment,
or surrender of security/collateral, or other negotiated form of
payment mutually agreed to in writing.

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                     ARTICLE 3 MISCELLANEOUS

	3.1. Notices. Any notice required or permitted hereunder must be
in writing and either personally served, sent by facsimile or email
transmission, or sent by overnight courier.  Notices will be deemed
effectively delivered at the time of transmission if by facsimile or
email, and if by overnight courier the business day after such notice
is deposited with the courier service for delivery.

	3.2. Amendment Provision. The term "Note" and all reference
thereto, as used throughout this instrument, means this instrument as
originally executed, or if later amended or supplemented, then as so
amended or supplemented.

         3.3. Assignability. This Note will be binding upon the Borrower
and its successors and permitted assigns, and will inure to the benefit
of the Holder and its successors and permitted assigns, and may be
assigned by the Holder.

         3.4. Governing Law. This Note will be governed by, and construed
and enforced in accordance, with the laws of the State of Florida,
without regard to the conflict of laws principles thereof.  Any action
brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state
courts of Florida or in the federal courts located in Miami-Dade
County, in the State of Florida.  Both parties and the individuals
signing this Agreement agree to submit to the jurisdiction of such
courts.

         3.5. Delivery of Process By Holder To Borrower.  In the event of
any action or proceeding by Holder against Borrower, and only by Holder
against Borrower, service of copies of summons and/or complaint and/or
any other process which may be served in any such action or proceeding
may be made by Holder via U.S. Mail, overnight delivery service such as
FedEx or UPS, email, fax, or process server, or by mailing or otherwise
delivering a copy of such process to the Borrower at its last known
address or to its last known attorney as set forth in its most recent
SEC filing.

	3.6. Maximum Payments. Nothing contained herein may 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 required to be paid or other charges hereunder
exceed the maximum permitted by such law, any payments in excess of
such maximum will be credited against amounts owed by the Borrower to
the Holder and thus refunded to the Borrower.

         3.7. Attorney Fees. In the event any attorney is employed by
either party to this Note with regard to any legal or equitable action,
arbitration or other proceeding brought by such party for the
enforcement of this Note or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions
of this Note, the prevailing party in such proceeding will be entitled
to recover from the other party reasonable attorneys' fees and other
costs and expenses incurred, in addition to any other relief to which
the prevailing party may be entitled.


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         3.8. No Public Announcement. Except as required by securities
law, no public announcement may be made regarding this Note, payments,
or conversions without written permission by both Borrower and Holder.

         3.9. Opinion of Counsel. In the event that an opinion of counsel
is needed for any matter related to this Note, Holder has the right to
have any such opinion provided by its counsel.  Holder also has the
right to have any such opinion provided by Borrower's counsel.

         3.10. Effective Date.  This Note will become effective only upon
occurrence of the two following events: execution by both parties, and
delivery of valid payment by the Lender in the form of the Secured &
Collateralized Promissory Note Document C-06282011a (including Security
& Collateral Agreement).

         3.11. Director's Resolution.  Once effective, Borrower will
execute and deliver to Holder a copy of a Board of Director's
resolution resolving that this note is validly issued, paid, and
effective.

	3.12. No Shorting.  Holder agrees that so long as any Notes from
Borrower to Holder remain outstanding, Holder will not enter into or
effect any "short sales" of the common stock or hedging transaction
which establishes a net short position with respect to the common stock
of Amerilithium Corp.  Borrower acknowledges and agrees that upon
submission of conversion notice as set forth in Section 3.1 (up to the
amount of cash paid in under the Notes), Holder immediately owns the
common shares described in the conversion notice and any sale of those
shares issuable under such conversion notice would not be considered
short sales.


BORROWER[S]:

     /s/Matthew Worrall
     -----------------------------
     Matthew Worrall
     President & CEO
     Amerilithium Corp.

LENDER/HOLDER:

By:  /s/Justin Keener
     ------------------------------
     Justin Keener
     JMJ Financial / Its Principal

EFFECTIVE DATE AS EXECUTED BY LENDER/HOLDER:


NOTARY FOR SIGNATURE BY LENDER/HOLDER:








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                                   SAMPLE

                             NOTICE OF CONVERSION

           (To be executed by the Holder in order to convert the Note)

The undersigned hereby elects to convert a portion of the Note issued
by Amerilithium Corp. into Shares of Common Stock of Amerilithium Corp.
according to the conditions set forth in such Note, as of the date
written below.

Date of Conversion:
                          ------------------------------------
Conversion Amount:
                          ------------------------------------

Conversion Price:
                          ------------------------------------

Shares To Be Delivered:
                          ------------------------------------

Signature:
                          ------------------------------------

Print Name:
                          ------------------------------------

Address:_
                          ------------------------------------

                          ------------------------------------

                          ------------------------------------


Shares from any such conversion will be delivered to Holder by 2:30pm
EST within 2 (two) business days of conversion notice by "DWAC/FAST"
electronic transfer in accordance with Section 2.6.




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                        SHARE DELIVERY ATTACHMENT

EXAMPLE

2.6. Delivery of Conversion Shares.  Shares from any such conversion
will be delivered to Holder by 2:30pm EST within 2 (two) business days
of conversion notice delivery (see 3.1) by "DWAC/FAST" electronic
transfer (see "Share Delivery" attachment).  If those shares are not
delivered in accordance with this timeframe stated in this Section 2.6,
at any time for any reason prior to offering those shares for sale in a
private transaction or in the public market through its broker, Holder
may rescind that particular conversion to have the conversion amount
returned to the note balance with the conversion shares returned to the
Borrower. The Company will make its best efforts to deliver shares to
Holder same day / next day.

Example:

Holder delivers conversion notice to Borrower at 5:15pm eastern time on
Monday January 1st.

Borrower's transfer agent must deliver shares to Holder's broker via
"DWAC/FAST" electronic transfer by no later than 10:30am eastern time
on Wednesday January 3rd.

DOCUMENT B-06282011