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                                AMENDMENT
                       CONVERTIBLE PROMISSORY NOTE
                           DOCUMENT A-06282011

The parties agreed that effective June 29, 2011, the Convertible
Promissory Note A-06282011 by and between Amerilithium Corp. and JMJ
Financial are hereby amended as follows:

   -   Registration Deadline & Penalties. In the event that the
registration is not filed within 21 days of the date of the
agreement, the 21-day $50,000 penalty will be waived until the
time that the registration becomes effective. Once effective, the
penalty will be re-evaluated and if the registration is effective
in 90 days from the date of the agreement, then the 21-day
$50,000 penalty will be fully waived. If the registration is not
effective in 90 days of the agreement, then the 21-day $50,000
penalty will be enforced and added to the balance of the note.

   -   Additional Conditions to $70,000 Payment. The two
following conditions apply to the $70,000 payment described in
the Funding Schedule.

   -   In the event that the registration is not filed
(with 10-K comments cleared) within 40 days of the date
of the agreement, then the $70,000 payment will be
eliminated and will not be completed; such that an
additional condition to that $70,000 payment is that the
current 10-K comments must be officially cleared by
letter from the SEC as well as having the registration
filed.

   -  The dollar trading volume condition will no longer
be waived on the $70,000 payment under any
circumstances.

ALL OTHER TERMS AND CONDITIONS OF THE ORIGINAL CONVERTIBLE PROMISSORY
NOTE DOCUMENTS REMAIN IN FULL FORCE AND EFFECT.

Please indicate acceptance and approval of this amendment by signing
below:

/s/Matthew Worrall                              /s/Justin Keener
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Matthew Worrall                                 JMJ Financial
President & CEO                                 Its Principal
Amerilithium Corp