IT Group Holdings (fka ITGL)

[TechKim]

Note 5 - Convertible Promissory Notes

The Company has outstanding Promissory Notes to Cayman Lender, Ltd. a Cayman
Islands exempted company in voluntary liquidation ("Cayman"), due on demand (the
"Notes"). Interest accrues on the Notes at the rate of 8% per annum. The Notes
are convertible into common shares of the Company at a rate of $0.1737089

During the period since May 12, 2006 (the date of the Share Exchange Agreement)
through June 30, 2006, the Company issued an aggregate of 8,718,545 shares of
its common stock to Cayman in exchange for $1,511,658 in Cayman's claims against
the Company pursuant to the terms of an agreement (the "Exchange Agreement")
entered into between the Company and Cayman in Voluntary Liquidation. On January
9 and 12, 2006, the Grand Court of the Cayman Islands held a Hearing on the
application of the Liquidators for approval of the Exchange Agreement, and the
Court approved the terms of the Exchange Agreement and found them to be fair to
Cayman. Absent an order from the Court approving the terms of the Exchange
Agreement and declaring them to be fair to Cayman (the entity to receive the
subject securities) there would have been no basis for reliance upon the
exemption set forth in Section 3 (a) (10) for the issuance of shares of common
stock to be issued to Cayman. By virtue of a previous agreement (the "Loan
Agreement") dated November 1, 2005, entered into between the Company and Cayman,
The Company has received $3,700,000 in loans ("Loans") from Cayman, of which
$735,723 remains outstanding as of June 30, 2006 including accrued interest at
8% per annum.

The Loan Agreement provides that, on demand, The Company can require Cayman to
make additional advances to the Company not to exceed $21,300,000 ("Future
Loans"). The Company may obtain Future Loans so as to be able to continue to
implement its reorganization by integrating the operations of ITPLC into the
Company's own business plan. Cayman advanced an additional $200,000 during the
quarter ended June 30, 2006. During the period ended January 1, 2006 to May 12,
2006, $882,000 was advanced to IT from GMCI.

Notes payable, Cayman Lender as of June 30, 2006 consisted of the following:

Cayman Lender, Ltd.
Due on demand, including interest
at 8.00%, unsecured, convertible at $0.1737089 $735,723