Neotech Energy

NeoTek Energy, Inc.

Convertible Note and Warrant Financing

Term Sheet

This term sheet summarizes the principal terms of the proposed convertible note and warrant financing (the “Financing”). This term sheet is for discussion purposes only; except as set forth under “Confidentiality Obligations” below, no legally binding obligations will be created, implied or inferred until the documents relating to the purchase and issuance of the Notes (as defined below) are executed and delivered by all parties. This term sheet does not constitute either an offer to sell or an offer to purchase securities.

Financing Terms

|Issuer: |NeoTek Energy, Inc. (the “Company”). |

|Financing Amount: |Up to $4,000,000 (the “Financing Amount”). |

|Type of Security: |Convertible promissory notes (the “Notes”) and warrants (the “Warrants”). |

|Lenders: |_________________ (collectively the “Lenders,” and each individually a “Lender”). |

Note and Warrant Terms

|Notes: |Principal Amounts. Aggregate principal amount for all Notes of up to the Financing |

| |Amount, with each Lender purchasing Notes in amounts as set forth on Exhibit A |

| |hereto. |

| |Maturity. Principal and accrued interest on the Notes shall be due and payable upon |

| |demand of Lenders on or after the maturity date of February 1, 2014 (the “Maturity |

| |Date”), if not prepaid or converted as...