Exhibit 10.2

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

   Principal Amount: $600,000.00 (U.S. Dollars) Issue Date: February 29, 2016



                         CONVERTIBLE PROMISSORY NOTE


FOR VALUE RECEIVED, Empire Global Corp., a Delaware Corporation, (hereinafter
called "Borrower"), hereby promises to pay to the order of the Investor a
New York Limited Liability Company (the "Holder"), without demand, the sum of
Seven Hundred and Fifty Thousand Dollars ($600,000.00) ("Principal Amount"),
with interest accruing thereon, on February 28, 2017 (the "Maturity Date"), if
not sooner paid or modified as described herein.

This Note has been entered into pursuant to the terms of a Securities Purchase
Agreement by and among the Borrower and the Holder, dated of even date herewith
(the "Securities Purchase Agreement") for an aggregate Principal Amount of
$600,000.00. All payment obligations hereunder shall be owed and payable in
United States Dollars, payor to be responsible for any and all currency exchange
and transmission fees and charges.

Unless otherwise separately defined herein, each capitalized term used in this
Note shall have the same meaning as set forth in the Securities Purchase
Agreement.


                                  ARTICLE I
                             GENERAL PROVISIONS


1.1     Interest Rate. Subject to Sections 1.2 and 4.8 hereof, interest payable
        on this Note shall accrue from the date of this Note on the outstanding
        Principal Amount at a rate per annum (the "Interest Rate") of twelve
        percent (12%). Accrued and unpaid interest on the outstanding Principal
        Amount shall compound monthly and is due in cash on a date that is
        three (3) months from the date of this Note, and thereafter on each
        three (3) month anniversary as set forth in this Section 1.1.

        For the avoidance of doubt, accrued and unpaid interest shall be due in
        cash on the following dates:

                May  30, 2016
                Aug. 31, 2016
                Nov. 30, 2016

1.2     Principal Payments. The outstanding Principal Amount of this Note, plus
        all and accrued interest thereon, unless paid in full earlier as
                                      1
<PAGE>

        described in this Note whether by acceleration or otherwise, shall be
        payable on the Maturity Date, February 28, 2017, one year after the
        date that this Note is issued.

1.3     Payment Grace Period. The Borrower shall not have any grace period to
        pay any monetary amounts due under this Note. After the Maturity Date
        and during the pendency of an Event of Default (as defined in Article
        III) a default interest rate of twenty-two percent (22%) per annum
        shall be in effect. Such interest shall be immediately due and payable.

1.4     Conversion Privileges. The Conversion Rights set forth in Article II
        and Article III shall remain in full force and effect immediately from
        the date hereof and until the Note is paid in full regardless of the
        occurrence of an Event of Default.

1.5     Application of Payments. Payments made by Borrower to Holder, whether by
        conversion or in cash, unless otherwise designated by Holder shall be
        applied (i) first against amounts owed by Borrower to Holder other than
        Principal Amount or interest, then (ii) to accrued interest, and lastly
        (iii) to Principal Amounts. Any Principal Amount, interest and any
        other sum arising under this Note and the Transaction Documents that
        remains outstanding as of the Maturity Date shall be due and payable on
        the Maturity Date.

1.6     Miscellaneous. Interest on this Note shall be calculated on the basis of
        a 365-day year and the actual number of days elapsed. Principal and
        interest on this Note and other payments in connection with this Note
        shall be payable at the Holder's offices as designated above in lawful
        money of the United States of America in immediately available funds or
        as permitted hereby with shares of Common Stock, without set-off,
        deduction or counterclaim. Upon assignment of the interest of Holder in
        this Note, Borrower shall instead make its payment pursuant to the
        assignee's instructions upon receipt of written notice thereof.


                                  ARTICLE II
                              CONVERSION RIGHTS


The Holder shall have the right to convert the principal and any interest due
under this Note into Shares of the Borrower's Common Stock, $0.0001 par value
per share ("Common Stock") as set forth below.

2.1     Conversion into the Borrower's Common Stock.

    (a) The Holder shall have the right from a date which is 180 days after the
        date of the issuance of this Note and then at any time until this Note
        is fully paid, to convert any outstanding and unpaid principal portion
        of this Note less any portion against which the Borrower has permissibly
        exercised its Optional Redemption as hereinafter defined, and accrued
        but unpaid interest, at the election of the Holder (the date of giving
        of such notice of conversion being a "Conversion Date") into fully paid
        and non-assessable shares of Common Stock as such stock exists on the
        date of issuance of this Note, or any shares of capital stock of
        Borrower into which such Common Stock shall hereafter be changed or
        reclassified, at the Conversion Price as defined in Section 2.1(b)
        hereof, determined as provided herein.  Upon delivery to the Borrower of
        a completed Notice of Conversion, a form of which is annexed hereto as
        Exhibit A, Borrower shall issue and deliver to the Holder within five

                                      2
<PAGE>

        (5) business days after the Conversion Date (such fifth day being the
        "Delivery Date") that number of shares of Common Stock for the portion
        of the Note converted in accordance with the foregoing. The Holder will
        not be required to surrender the Note to the Borrower until the Note
        has been fully converted or satisfied. The number of shares of Common
        Stock to be issued upon each conversion of this Note shall be
        determined by dividing that portion of the principal of the Note and
        interest, if any, to be converted, by the Conversion Price.

    (b) Except as otherwise provided herein, the Conversion Price shall
        be $0.85.

    (c) The Conversion Price and number and kind of shares or other securities
        to be issued upon conversion determined pursuant to Section 2.1(b),
        shall be subject to adjustment from time to time upon the happening of
        certain events while this conversion right remains outstanding, as
        follows:

     (i)    Merger, Sale of Assets, etc.  If (A) the Borrower effects any merger
            or consolidation of the Borrower with or into another entity, (B)
            the Borrower effects any sale of all or substantially all of its
            assets in one or a series of related transactions, (C) any tender
            offer or exchange offer (whether by the Borrower or another entity)
            is completed pursuant to which holders of Common Stock are permitted
            to tender or exchange their shares for other securities, cash or
            property, (D) the Borrower consummates a stock purchase agreement or
            other business combination (including, without limitation, a
            reorganization, recapitalization, spin-off or scheme of arrangement)
            with one or more persons or entities whereby such other persons or
            entities acquire more than 50% of the outstanding shares of Common
            Stock (not including any shares of Common Stock held by such other
            persons or entities making or party to, or associated or affiliated
            with the other persons or entities making or party to, such stock
            purchase agreement or other business combination), (E) any "person"
            or "group" (as these terms are used for purposes of Sections 13(d)
            and 14(d) of the 1934 Act) is or shall become the "beneficial owner"
            (as defined in Rule 13d-3 under the 1934 Act), directly or
            indirectly, of 50% of the aggregate Common Stock of the Borrower),
            or (F) the Borrower effects any reclassification of the Common Stock
            or any compulsory share exchange pursuant to which the Common Stock
            is effectively converted into or exchanged for other securities,
            cash or property (other than a reverse merger) (in any such case, a
            "Fundamental Transaction"), this Note, as to the unpaid principal
            portion thereof and accrued interest thereon, if any, shall
            thereafter be deemed to evidence the right to convert into such
            number and kind of shares or other securities and property as would
            have been issuable or distributable on account of such Fundamental
            Transaction, upon or with respect to the securities subject to the
            conversion right immediately prior to such Fundamental Transaction.
            The foregoing provision shall similarly apply to successive
            Fundamental Transactions of a similar nature by any such successor
            or purchaser. Without limiting the generality of the foregoing, the
            anti-dilution provisions of this Section shall apply to such
            securities of such successor or purchaser after any such Fundamental
            Transaction.

     (ii)   Reclassification, etc.  If the Borrower at any time shall, by
            reclassification or otherwise, change the Common Stock into the same
            or a different number of securities of any class or classes that may

                                      3
<PAGE>

            be issued or outstanding, this Note, as to the unpaid principal
            portion thereof and accrued interest thereon, shall thereafter be
            deemed to evidence the right to purchase an adjusted number of such
            securities and kind of securities as would have been issuable as the
            result of such change with respect to the Common Stock immediately
            prior to such reclassification or other change.

     (iii)  Stock Splits, Combinations and Dividends.  If the shares of Common
            Stock are subdivided or combined into a greater or smaller number of
            shares of Common Stock, or if a dividend is paid on the Common Stock
            in shares of Common Stock, the Conversion Price shall be
            proportionately reduced in case of subdivision of shares or stock
            dividend or proportionately increased in the case of combination of
            shares, in each such case by the ratio which the total number of
            shares of Common Stock outstanding immediately after such event
            bears to the total number of shares of Common Stock outstanding
            immediately prior to such event.

     (iv)   Share Issuance.  So long as this Note is outstanding, if the
            Borrower shall issue any Common Stock except for the Excepted
            Issuances (as defined in the Securities Purchase Agreement), prior
            to the complete conversion or payment of this Note, for a
            consideration per share that is less than the Conversion Price that
            would be in effect at the time of such issue, then, and thereafter
            successively upon each such issuance, the Conversion Price shall be
            reduced to such other lower issue price. For purposes of this
            adjustment, the issuance of any security or debt instrument of the
            Borrower carrying the right to convert such security or debt
            instrument into Common Stock or of any warrant, right or option to
            purchase Common Stock shall result in an adjustment to the
            Conversion Price upon the issuance of the above-described security,
            debt instrument, warrant, right, or option and again upon the
            issuance of shares of Common Stock upon exercise of such conversion
            or purchase rights if such issuance is at a price lower than the
            then applicable Conversion Price. Common Stock issued or issuable by
            the Borrower for no consideration will be deemed issuable or to have
            been issued for $0.0001 per share of Common Stock. Notwithstanding
            the foregoing, no adjustment to the Conversion Price shall be made
            pursuant to this subsection 2.1(c)(iv) as a result of the issuance
            of shares of Common Stock pursuant to Section 2.1(c)(ii) hereof. The
            reduction of the Conversion Price described in this paragraph is in
            addition to the other rights of the Holder described in the
            Securities Purchase Agreement.

    (d) Whenever the Conversion Price is adjusted pursuant to Section 2.1(c)
        above, the Borrower shall promptly, but not later than the fifth (5th)
        business day after the effectiveness of the adjustment, provide notice
        to the Holder setting forth the Conversion Price after such adjustment
        and setting forth a statement of the facts requiring such adjustment.
        Failure to provide the foregoing notice is an Event of Default under
        this Note.

    (e) From and after the Reservation Approval (as described in the Securities
        Purchase Agreement), Borrower will reserve from its authorized and
        unissued Common Stock not less than an amount of Common Stock equal to
        150% of the amount of shares of Common Stock issuable upon the full
        conversion of this Note. Thereafter, if additional shares of Common
        Stock are issuable upon conversion of the Note or as a result of the
        application of the provisions of the Securities Purchase Agreement and

                                      4
<PAGE>

        Section 2.1(c)(iv) of this Note, the Borrower will not be in default of
        its reservation obligations provided that at all times not less than
        100% of the amount of Common Stock necessary to allow each holder of a
        Note to be able to convert all such outstanding Note, interest and
        Warrant Shares are reserved. Borrower represents that upon issuance,
        such shares will be duly and validly issued, fully paid and
        non-assessable. Borrower agrees that its issuance of this Note shall
        constitute 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.

2.2     Method of Conversion.  This Note may be converted by the Holder in whole
        or in part as described in Section 2.1(a) hereof and the Securities
        Purchase Agreement. Upon partial conversion of this Note, a new Note
        containing the same date and provisions of this Note shall, at the
        request of the Holder, be issued by the Borrower to the Holder for the
        principal balance of this Note and interest which shall not have been
        converted or paid, upon surrender of the existing Note. No fractional
        shares shall be issued upon conversion of this Note and the number of
        shares of Conversion Stock to be issued shall be rounded up to the
        nearest whole share.

2.3     Maximum Conversion.  The Holder shall not be entitled to convert on a
        Conversion Date that amount of the Note in connection with that number
        of shares of Common Stock which would be in excess of the sum of (i)
        the number of shares of Common Stock beneficially owned by the Holder
        and its affiliates on a Conversion Date, (ii) any Common Stock issuable
        in connection with the unconverted portion of the Note, and (iii) the
        number of shares of Common Stock issuable upon the conversion of the
        Note with respect to which the determination of this provision is being
        made on a Conversion Date, which would result in beneficial ownership
        by the Holder and its affiliates of more than 9.99% of the outstanding
        shares of Common Stock of the Borrower on such Conversion Date. For the
        purposes of the provision to the immediately preceding sentence,
        beneficial ownership shall be determined in accordance with Section
        13(d) of the Securities Exchange Act of 1934, as amended, and
        Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall
        not be limited to aggregate conversions of 9.99%. The Holder shall have
        the authority to determine whether the restriction contained in this
        Section 2.3 will limit any conversion hereunder and the extent such
        limitation applies and to which convertible or exercisable instrument
        or part thereof such limitation applies.

        The Holder may waive the conversion limitation described in this
        Section 2.3, in whole or in part, upon and effective after 61 days
        prior written notice to the Borrower. The determination of the
        beneficial ownership by the Holder and its affiliates shall be made by
        the Holder, in its sole and absolute discretion, and the Holder shall
        hold the Borrower harmless against any and all damages arising out of
        or in connection with any conversion of this Note in violation of this
        Section 2.3. Notwithstanding anything in this Agreement or the
        Transaction Documents to the contrary, if Holder elects to convert all
        or a portion of this Note into shares of Common Stock that, when
        issued, would violate the restrictions described in this paragraph and
        either (i) the Borrower issues shares of Common Stock as exercised by
        Holder in excess of 9.99%, or (ii) Holder does not waive the
        restrictions described in this paragraph and the Borrower complies with
        the restrictions described in this paragraph, neither action by the

                                      5
<PAGE>

        Borrower shall be considered an Event of Default under this Note or any
        other Transaction Document or otherwise give to Holder any additional
        rights whether contemplated herein or otherwise.
        Notwithstanding anything herein to the contrary, if Holder does not
        waive the restrictions described in this Paragraph and Holder attempts
        to convert all or a portion of this Note in excess of the amount
        permitted above, the Borrower's compliance with the above restriction
        shall not be considered an Event of Default under this Note or
        otherwise give to Holder any additional rights.

2.4     Mandatory and Optional Redemption.  Provided an Event of Default or an
        event which with the passage of time or the giving of notice could
        become an Event of Default has not occurred, unless such Event of
        Default has been timely cured, the Borrower will have the option of
        prepaying ("Optional Redemption") the outstanding obligations under
        this Note, including principal, accrued interest and any other fees or
        other amounts owed hereunder (the "Note Obligations"), in whole or
        in part, pursuant to the terms of this section as follows:

    (i)     At any time before 180 days after the issuance date of this Note,
            Borrower shall have the right to prepay the Note Obligations at 130%
            of such Note Obligations;

    (ii)    At any time after 180 days after the issuance of this Note, on any
            day that the average closing price for Borrower's common stock over
            the previous 10 trading days, as listed by Bloomberg, is:

        (i)     below $1.30 per share, upon demand by the Holder Borrower shall
                be required to buy the Note in its entirety at 130% of the Note
                Obligations;

        (ii)    between $1.30 and $2 per share, Borrower shall have the right to
                buy up to 90% of the outstanding Note Obligations from the
                Holder at 130% of such Note Obligations;

        (iii)   between $2 and $3 per share, Borrower shall have the right to
                buy up to 50% of the outstanding Note Obligations from the
                Holder at 130% of such Note Obligations; or

        (iv)    exceeds $3 per share, Borrower shall have the right to buy up to
                25% of the outstanding Note Obligations from the Holder at 140%
                of such Note Obligations.

Upon exercising its Optional Redemption, Borrower shall pay to the Holder a sum
of money equal to one hundred percent (100%) of the Note Obligations to be
redeemed, accrued or payable to the Holder arising under this Note or any
Transaction Document through the Redemption Payment Date as defined below (the
"Redemption Amount"). Subject to the satisfaction of conditions set forth in
Section 2.4(a) and 2.4(b)(ii),(iii) or (iv) the Borrower's election to exercise
its Optional Redemption must be exercised by notice in writing ("Notice of
Redemption") a form of which is annexed hereto as Exhibit B. The Notice of
Redemption shall specify the date for such Optional Redemption (the "Redemption
Payment Date"), which date shall be no less than fifteen (15) business days
after the Notice of Redemption date (the "Redemption Period"); the Section of
the Note which triggers the Optional Redemption; and where applicable, the
closing Trade Prices for ten (10) trading days prior to the date of the Notice
of Redemption.



                                      6
<PAGE>

A Notice of Redemption shall not be effective with respect to any portion of the
Principal Amount for which the Holder has previously delivered an election to
convert for conversions initiated or made by the Holder prior to the Redemption
Period and the during the Redemption Period that portion of the Note subject to
the Redemption Notice cannot be converted. On the Redemption Payment Date, the
Redemption Amount, less any portion of the Redemption Amount against which the
Holder has permissibly exercised its conversion rights, shall be paid in
immediately available funds to the Holder. In the event the Borrower fails to
pay the Redemption Amount on the Redemption Payment Date or does not rescind the
Redemption Notice no less than five (5) business days prior to the Redemption
Payment Date as set forth herein, then (i) such Notice of Redemption will be
null and void, (ii) Borrower will have no right to deliver another Notice of
Redemption, and (iii) Borrower's failure may be deemed by Holder to be a
non-curable Event of Default. A Notice of Redemption may be cancelled by the
Holder during the Redemption Period, if at any time during the Redemption Period
an Event of Default, or an event which with the passage of time or giving of
notice could become an Event of Default (whether or not such Event of Default
has been cured), has occurred. During the Optional Redemption Period, the
Borrower must abide by all of its obligations to the Note Holder.


                                  ARTICLE III
                               EVENT OF DEFAULT


The occurrence of any of the following events of default ("Event of Default")
shall, at the option of the Holder hereof, make all sums of principal and
interest then remaining unpaid hereon and all other amounts payable hereunder
immediately due and payable, upon demand, without presentment or grace period,
all of which hereby are expressly waived, except as set forth below:

3.1     Failure to Pay Principal or Interest.  The Borrower fails to pay any
principal or interest under this Note when due.

3.2     Breach of Covenant.  If the Borrower or any Subsidiary breaches any
        material covenant or other material term or condition of the Securities
        Purchase Agreement, Transaction Documents or this Note, except for a
        breach of payment (which shall be applicable pursuant to Section 3.1),
        in any material respect and such breach, if subject to cure, continues
        for a period of twenty (20) days.

3.3     Breach of Representations and Warranties.  Any material representation
        or warranty of the Borrower made herein, in the Securities Purchase
        Agreement, or the Transaction Documents shall be false or misleading in
        any material respect as of the date made and the Closing Date.

3.4     Liquidation.  Any dissolution, liquidation or winding up by Borrower or
        a Subsidiary of a substantial portion of their business.

3.5     Cessation of Operations.  Any cessation of operations by Borrower or a
        Subsidiary unless such Subsidiary's operations are transferred to
        Borrower or an Affiliate.

3.6     Maintenance of Assets.  The failure by Borrower or any Subsidiary to
        maintain any material intellectual property rights, personal, real
        property, equipment, leases or other assets which are necessary to
        conduct its business (whether now or in the future) and such breach is
        not cured with fifteen (15) days after written notice to the Borrower
        from the Holder.

                                      7
<PAGE>

3.7     Receiver or Trustee.  The Borrower or any Subsidiary shall make an
        assignment for the benefit of creditors, or apply for or consent to the
        appointment of a receiver or trustee for it or for a substantial part
        of its property or business; or such a receiver or trustee shall
        otherwise be appointed.

3.8     Judgments.  Any money judgment, writ or similar final process shall be
        entered or made in a non-appealable adjudication against Borrower or
        any Subsidiary or any of its property or other assets for more than
        $100,000 in excess of the Borrower's insurance coverage, unless stayed
        vacated or satisfied within thirty (30) days.

3.9     Bankruptcy.  Bankruptcy, insolvency, reorganization or liquidation
        proceedings or other proceedings or relief under any bankruptcy law or
        any law, or the issuance of any notice in relation to such event, for
        the relief of debtors shall be instituted by or against the Borrower or
        any Subsidiary and not discharged within forty-five (45) days.

3.10    Delisting.  From and after the initial trading, listing or quotation of
        the Common Stock on a Principal Market, an event resulting in the
        Common Stock no longer being traded, listed or quoted on a Principal
        Market; failure to comply with the requirements for continued quotation
        on a Principal Market; or notification from a Principal Market that the
        Borrower is not in compliance with the conditions for such continued
        quotation and such non-compliance continues for thirty (30) days
        following such notification.

3.11    Non-Payment.  A default by the Borrower or any Subsidiary under any one
        or more obligations in an aggregate monetary amount in excess of
        $250,000 for more than thirty (30) days after the due date, unless the
        Borrower or such Subsidiary is contesting the validity of such
        obligation in good faith; provided, however, that any such default not
        in excess of $50,000 shall not be counted for purposes of calculating
        the $250,000 aggregate amount.

3.12    Stop Trade.  An SEC or judicial stop trade order or Principal Market
        suspension that lasts for ten (10) or more consecutive trading days.

3.13    Failure to Deliver Common Stock or Replacement Note.  Borrower's
        failures to timely deliver Common Stock to the Holder pursuant to and
        in the form required by this Note, the Securities Purchase Agreement,
        and the Warrant or, if required, a replacement Note following a partial
        conversion.

3.14    Reservation Default.  Failure by the Borrower to have reserved for
        issuance upon conversion of the Note or upon exercise of the Warrants,
        the number of shares of Common Stock as required in the Securities
        Purchase Agreement, this Note and the Warrants, and such failure
        continues for a period of thirty (30) business days.

3.15    Financial Statement Restatement.  The restatement after the date hereof
        of any financial statements filed by the Borrower with the Securities
        and Exchange Commission or delivered to Holder for any date or period
        from two years prior to the Issue Date of this Note and until this Note
        is no longer outstanding, if the result of such restatement would, by
        comparison to the unrestated financial statements, have constituted a
        Material Adverse Effect. For the avoidance of doubt, any restatement
        related to new accounting pronouncements, including without limitation,
        for derivative accounting shall not constitute a default under this
        Section 3.15.
                                      8
<PAGE>

3.16    Event Described in Securities Purchase Agreement.  The occurrence of an
        Event of Default as described in the Securities Purchase Agreement or
        any other Transaction Document that, if susceptible to cure, is not
        cured during any designated cure period.

3.17    Notification Failure.  A failure by Borrower to notify Holder of any
        material event of which Borrower is obligated to notify Holder pursuant
        to the terms of this Note, the Securities Purchase Agreement or any
        other Transaction Document.

3.18    Cross Default.  A default by the Borrower of a material term, covenant,
        warranty or undertaking of any other agreement to which the Borrower
        and Holder are parties, or the occurrence of an event of default under
        any such other agreement to which Borrower and Holder are parties which
        is not cured after any required notice and/or cure period.

3.19    Other Note Default.  The occurrence of an Event of Default under any
        Other Note or Transactional Document related to this Note.


                                  ARTICLE IV
                                MISCELLANEOUS


4.1     Failure or Indulgence Not Waiver.  No failure or delay on the part of
        the parties hereto in the exercise of any power, right or privilege
        hereunder shall operate as a waiver thereof, nor shall any single or
        partial exercise of any such power, right or privilege preclude other
        or further exercise thereof or of any other right, power or privilege.
        All rights and remedies existing hereunder are cumulative to, and not
        exclusive of, any rights or remedies otherwise available.



4.2     Notices.  All notices, demands, requests, consents, approvals, and other
        communications required or permitted hereunder shall be in writing and,
        unless otherwise specified herein, shall be (i) personally served, (ii)
        deposited in the mail, registered or certified, return receipt
        requested, postage prepaid, (iii) delivered by reputable air courier
        service with charges prepaid, or (iv) transmitted by hand delivery,
        telegram, facsimile, or email addressed as set forth below or to such
        other address as such party shall have specified most recently by
        written notice. Any notice or other communication required or permitted
        to be given hereunder shall be deemed effective (a) upon hand delivery
        or delivery by facsimile, with accurate confirmation generated by the
        transmitting facsimile machine, at the address or number designated
        below (if delivered on a business day during normal business hours
        where such notice is to be received), or the first business day
        following such delivery (if delivered other than on a business day
        during normal business hours where such notice is to be received) or
        (b) on the first business day following the date of mailing by express
        courier service, fully prepaid, addressed to such address, or upon
        actual receipt of such mailing, whichever shall first occur. The
        addresses for such communications shall be:






                                      9
<PAGE>

        i.  if to the Borrower to:
            Empire Global Corp., a Delaware corporation (the "Company")
            Attn.: Michele Ciavarella, CEO
            Suite 701 - 130 Adelaide Street, West
            Toronto, Ontario, Canada M5H 2K4
            with a copy (which shall not constitute notice) to:
            Julian L. Doyle, LLB Beard Winter, LLP
            Facsimile: (416) 593-7760
            Email: ceo.emgl@emglcorp.com,

            and

        ii. if to the Holder to:
            Investor (the "Holder")
            Attn.:


            with a copy (which shall not constitute notice) by fax only to
            Investor's Counsel




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

4.4     Assignability.  This Note shall be binding upon the Borrower and its
        successors and assigns, and shall inure to the benefit of the Holder
        and its successors and assigns. This Note shall not be assignable by
        either the Holder or the Borrower without prior written approval of the
        other party.

4.5     Cost of Collection.  If default is made in the payment of this Note,
        Borrower shall pay the Holder hereof reasonable costs of collection,
        including reasonable attorneys' fees.

4.6     Governing Law.  This Note shall be governed by and construed in
        accordance with the laws of the State of New York without regard to
        conflicts of laws principles that would result in the application of
        the substantive laws of another jurisdiction. Any action brought by
        either party against the other concerning the transactions contemplated
        by this Agreement must be brought only in the civil or state courts of
        New York or in the federal courts located in the State and county of
        New York. Both parties and the individual signing this Agreement on
        behalf of the Borrower agree to submit to the jurisdiction of such
        courts. The prevailing party shall be entitled to recover from the
        other party its reasonable attorney's fees and costs. In the event that
        any provision of this Note is invalid or unenforceable under any
        applicable statute or rule of law, then such provision shall be deemed
        inoperative to the extent that it may conflict therewith and shall be
        deemed modified to conform with such statute or rule of law. Any such
        provision which may prove invalid or unenforceable under any law shall
        not affect the validity or unenforceability of any other provision of
        this Note. Nothing contained herein shall be deemed or operate to
        preclude the Holder from bringing suit or taking other legal action
        against the Borrower in any other jurisdiction to collect on the
        Borrower's obligations to Holder, to realize on any collateral or any
        other security for such obligations, or to enforce a judgment or other
                                      10
<PAGE>

        decision in favor of the Holder. This Note shall be deemed an
        unconditional obligation of Borrower for the payment of money and,
        without limitation to any other remedies of Holder, may be enforced
        against Borrower by summary proceeding pursuant to New York Civil
        Procedure Law and Rules Section 3213 or any similar rule or statute in
        the jurisdiction where enforcement is sought. For purposes of such rule
        or statute, any other document or agreement to which Holder and
        Borrower are parties or which Borrower delivered to Holder, which may
        be convenient or necessary to determine Holder's rights hereunder or
        Borrower's obligations to Holder are deemed a part of this Note,
        whether or not such other document or agreement was delivered together
        herewith or was executed apart from this Note.

4.7     Waiver of Jury Trial.  Borrower (by execution of this Note) and Holder
        (by acceptance of this Note) agree that any suit, action, or
        proceeding, whether claim or counterclaim, brought or instituted by or
        against Borrower or Holder, or any successor or assign of Borrower or
        Holder, on or with respect to this Note, or which in any way relates,
        directly or indirectly, to the obligations of Borrower to Holder under
        this Note, or the dealings of the parties with respect thereto, shall
        be tried only by a court and not by a jury. BORROWER AND HOLDER HEREBY
        EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION,
        OR PROCEEDING. Borrower and Holder acknowledge and agree that this
        provision is a specific and material aspect of the agreement between
        the parties and that Holder would not enter into the transaction
        contemplated hereby with Borrower of this provision were not part of
        their agreement.

4.8     Maximum Payments.  Nothing contained herein shall be deemed to establish
        or require the payment of a rate of interest or other charges in excess
        of the maximum rate permitted by applicable law. In the event that the
        rate of interest required to be paid or other charges hereunder exceed
        the maximum rate permitted by applicable law, any payments in excess of
        such maximum rate shall be credited against amounts owed by the
        Borrower to the Holder and thus refunded to the Borrower.

4.9     Non-business Days.  Whenever any payment or any action to be made shall
        be due on a Saturday, Sunday or a public holiday under the laws of the
        State of New York, such payment may be due or action shall be required
        on the next succeeding business day and, for such payment, such next
        succeeding day shall be included in the calculation of the amount of
        accrued interest payable on such date.

4.10    Facsimile Signature.  In the event that the Borrower's signature is
        delivered by facsimile transmission, PDF, electronic signature or other
        similar electronic means, such signature shall create a valid and
        binding obligation of the Borrower with the same force and effect as if
        such signature page were an original thereof.

4.11    Shareholder Status.  The Holder shall not have rights as a shareholder
        of the Borrower with respect to unconverted portions of this Note.
        However, the Holder will have the rights of a shareholder of the
        Borrower with respect to the shares of Common Stock to be received
        after delivery by the Holder of a Conversion Notice to the Borrower.


                          (Signature Page Follows)



                                      11
<PAGE>

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an
authorized officer as of the 29 day of February 2016.

    BORROWER:                              INVESTOR:
    EMPIRE GLOBAL CORP.

    By:__________________________          By:___________________________

    Print: Michele Ciavarella              Print:

    Its: Chairman and CEO                  Its: Managing Member

















































                                      12
<PAGE>

                       EXHIBIT A - NOTICE OF CONVERSION
      (To be executed by the Registered Holder in order to convert the Note)


The undersigned hereby elects to convert $_____________ of the principal and
$_________ of the interest, fees or other charges due on the Note issued by
Empire Global Corp. into Shares of Common Stock of Equity Global Corp. (the
"Borrower") according to the conditions set forth in such Note, as of the date
written below.

Date of Conversion: _________________________________

Conversion Price:   _________________________________

Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less
than 5% of the outstanding Common Stock of Equities Global Corp.

Shares To Be Delivered: _____________________________


The undersigned represents that the representations and warranties contained in
Section 3.2 of the Securities Purchase Agreement are true and accurate as of the
Date of Conversion above set forth.

Signature:  _____________________________

Print Name: _____________________________

Address:    _____________________________

            _____________________________

            _____________________________

            _____________________________

























                                      13
<PAGE>

                       EXHIBIT B - NOTICE OF REDEMPTION
(To be executed by the Borrower in order to redeem the Note in whole or in part)


The undersigned hereby elects to redeem $_____________ of the principal and
$_________ of the interest, fees or other charges due on the Note issued by
Empire Global Corp. (the "Borrower") according to the conditions set forth in
such Note, as of the date written below.

Date of Redemption Notice:  _________________________________

Redemption Payment Date:    _________________________________

Triggering Section (circle):    2.4(ii)  /  2.4(iii)  /  2.4 (iv)

Closing Trade Prices for ten (10) trading days prior to the date of this
Redemption Notice:

    Day 1:  ______
    Day 2:  ______
    Day 3:  ______
    Day 4:  ______
    Day 5:  ______
    Day 6:  ______
    Day 7:  ______
    Day 8:  ______
    Day 9:  ______
    Day 10: ______

The undersigned represents that the representations and warranties contained in
Section 3.1 of the Securities Purchase Agreement are true and accurate as of the
Redemption Payment Date above set forth.


Signature:  _____________________________

Print Name: _____________________________

Address:    _____________________________

            _____________________________

            _____________________________

            _____________________________