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                                NOTICE OF FUNDING


TO:    COOL  CAN  TECHNOLOGIES,  INC.

TAKE  NOTICE  THAT,  Bay  Financial  S.A.  hereby elects to provide a
tranche of funding  pursuant  to  the  funding  agreement  dated
October  24,  2001.

Bay  Financial  S.A.  represents  and  warrants that all offers and
sales by Bay Financial S.A. of the shares of Common Stock issuable to
Bay Financial S.A. upon such  funding  shall  be  made  in  compliance
with  Regulation  S, pursuant to registration  of  the  Common Stock
under the Securities Act of 1933, as amended(the  'Act')  or  pursuant
to  an  exemption  from  registration under the Act.

BAY  FINANCIAL  S.A.

/s/ Richard Donaldson

______________________________
By  Its  Authorized  Signatory
Richard  W.  Donaldson

$50,000 U.S.
______________________________
AMOUNT  OF  FUNDING

October 24, 2001
______________________________
DATE