Exhibit 10.23


 


THE SECURITIES OFFERED HEREBY
HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT)


 


US $50,000.00


 


M LINE HOLDINGS, INC


8% CONVERTIBLE REDEEMABLE NOTE


DUE FEBRUARY 12, 2015


 


FOR VALUE RECEIVED,
M Line Holdings, Inc. (the “Company”) promises to pay to the order of COVENTRY ENTERPRISES, LLC and its authorized
successors and permitted assigns (“Holder”), the aggregate principal face amount of Fifty Thousand dollars exactly
(U.S. $50,000.00) on February 12, 2015 (“Maturity Date”) and to pay interest on the principal amount outstanding
hereunder at the rate of 8% per annum commencing on February 12, 2014. The interest will be paid to the Holder in whose name this
Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest
on, this Note are payable at 80 S.W. 8th Street, Suite 200 Miami, FL 33130, initially, and if changed, last appearing on the records
of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and
the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or
withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records
of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and
shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire
transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.


 


This Note is subject to the following additional
provisions:


 


1.          This
Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the
Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder
shall pay any tax or other governmental charges payable in connection therewith.


 


	/s/ Anthony L. Anish	 
	Initials	 


  




    	 



    	 



    

 


2.          The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.          This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”)
and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void.
Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name
this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note
be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this
Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in
Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this
Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date of
receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.


 


4.          (a)          The
Holder of this Note is entitled, at its option, at any time after 180 days, and after full cash payment for the shares convertible
hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s
common stock (the “Common Stock”) without restrictive legend of any nature, at a price (“Conversion
Price”) for each share of Common Stock equal to 55% of the lowest closing bid price of the Common Stock
as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon
which the Common Stock may be traded in the future (“Exchange”), for the seven
prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion
is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings
Time if the Holder wishes to included the same day closing price). If the shares have not been delivered within 3 business days,
the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common
Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received
such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder’s
intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but
unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued
on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences
a DTC “Chill” on its shares, the conversion price shall be decreased to 45% instead of 55% while that “Chill”
is in effect.


 


(b)          Interest
on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in
Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the Company for Interest
Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a
portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	2



    	 



    

 


(c)          During
the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i)
if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 125% of the unpaid principal
amount of this Note along with any interest that would have accrued during them term, (ii) if the redemption is after the 91st
day this Note is in effect but less than the 150th day this Note is in effect, then for an amount equal to 140% of the
unpaid principal amount of this Note along with any prepaid and earned interest, (iii) if the redemption is after the 151st day
this Note is in effect but less than the 180th day this Note is in effect, then for an amount equal to 150% of the unpaid
principal amount of this Note along with any prepaid and earned interest. This Note may not be redeemed after 180 days. The redemption
must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid
and the Company may not redeem this Note


 


(d)          Upon
(i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock,
or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving
entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in
a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items
(i), (ii) and (iii) being referred to as a “Sale Event”), then, in each case, the Company shall, upon request of the
Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption,
or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of
accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.


 


(e)          In
case of any Sale Event in connection with which this Note is not redeemed or converted, the Company shall cause effective provision
to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this
Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification,
capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could
have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such
Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders
of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person
or entity acting in good faith.


 


5.          No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	3



    	 



    

 


6.          The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of
dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.


 


7.          The
Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by
the Holder in collecting any amount due under this Note.


 


8.          If
one or more of the following described “Events of Default” shall occur:


 


(a)          The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or


 


(b)          Any
of the representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or
the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or


 


(c)          The
Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of
the Company under this Note or any other note issued to the Holder; or


 


(d)          The
Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment
for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief,
consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal
or state laws as applicable; or


 


(e)          A
trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within thirty (30) days after such appointment; or


 


(f)          Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control
of the whole or any substantial portion of the properties or assets of the Company; or


 


(g)          One
or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in
the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or


 


(h)          defaulted
on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such
default within the appropriate grace period; or


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	4



    	 



    

 


(i)          The
Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on
an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;


 


(j)          If
a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;


 


(k)          The
Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business
days of its receipt of a Notice of Conversion; or


 


(1)         The
Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.


 


Then, or at any time thereafter, unless
cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver
shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder’s sole discretion,
the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any
kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments
contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce
any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law. Upon an
Event of Default, interest shall be accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted
by current law, then at the highest rate of interest permitted by law. In the event of a breach of 8(k) the penalty shall be $250
per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company.
This penalty shall increase to $500 per day beginning on the 10th day.


 


If the Holder shall commence an action
or proceeding to enforce any provisions of this Note, including without limitation engaging an attorney, then the Holder shall
be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation
and prosecution of such action or proceeding.


 


9.          In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and
the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.


 


10.         Neither
this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the
Company and the Holder.


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	5



    	 



    

 


11.         The
Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously
has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information
indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a)(9)
opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 


12.         The
Company shall issue irrevocable transfer agent instructions reserving 16,000,000 shares of its Common Stock for conversions under
this Note (the “Share Reserve”). The reserve shall be replenished as needed to allow for conversions of this Note.
Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs
associated with issuing and delivering the shares.


 


13.         The
Company will give the Holder direct notice of any corporate actions including but not limited to name changes, stock splits, recapitalizations
etc. This notice shall be given to the Holder as soon as possible under law.


 


14.         This
Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed
within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company
hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This
Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be
effective as an original.


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	6



    	 



    

 


IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


Dated: 2/12/2014


 


	 	M LINE HOLDINGS, INC
	 	 
	 	By:	/s/ Anthony L. Anish
	 	 	 
	 	Title:	 COO


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	7



    	 



    

 


EXHIBIT A


 


NOTICE OF CONVERSION


 


(To be Executed by the Registered Holder
in order to Convert the Note)


 


The undersigned hereby
irrevocably elects to convert $ _______ of the above Note into ______ Shares of Common Stock of M Line Holdings, Inc (“Shares”)
according to the conditions set forth in such Note, as of the date written below.


 


If Shares are to be issued
in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with
respect thereto.


 


	Date of Conversion: 	 





	Applicable Conversion Price:	 





	Signature: 	 
	 	[Print Name of Holder and Title of Signer]





	Address:	 
		 


 


	SSN or EIN: 	 





	Shares are to be registered in the following name: 	 


 


	Name:	 





	Address:	 





	Tel: 	 





	Fax:	 





	SSN or EIN: 	 


 


Shares are to be sent or delivered to the following account:


 


	Account Name: 	 





	Address:	 


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	8



    	 



    

 


THE SECURITIES OFFERED HEREBY
HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT)


 


US $60,750.68


 


M LINE HOLDINGS, INC


8% CONVERTIBLE REDEEMABLE NOTE


DUE FEBRUARY 12, 2015


 


REPLACEMENT NOTE- ORIGINALLY ISSUED MAY
31, 2011


IN THE AMOUNT OF $150,000.00


 


FOR VALUE RECEIVED,
M Line Holdings, Inc. (the “Company”) promises to pay to the order of COVENTRY ENTERPRISES, LLC and its authorized
successors and permitted assigns (“Holder”), the aggregate principal face amount of Sixty Thousand Seven Hundred
Fifty dollars and 68/100 cents (U.S. $60,750.68) on February 12, 2015 (“Maturity Date”) and to pay interest
on the principal amount outstanding hereunder at the rate of 8% per annum commencing on February 12, 2015. The interest will be
paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of
this Note. The principal of, and interest on, this Note are payable at 80 S.W. 8th Street, Suite 200 Miami, FL 33130, initially,
and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time.
The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less
any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such
Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute
a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent
of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to
paragraph 4(b) herein.


 


This Note is subject to the following additional
provisions:


 


1.          This
Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the
Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder
shall pay any tax or other governmental charges payable in connection therewith.


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	 



    	 



    

 


2.          The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.          This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”)
and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void.
Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name
this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note
be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this
Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth
in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this
Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date of
receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.


 


4.          (a)          The
Holder of this Note is entitled, at its option, at any time after 180 days, and after full cash payment for the shares convertible
hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s
common stock (the “Common Stock”) without restrictive legend of any nature, at a price (“Conversion
Price”) for each share of Common Stock equal to 55% of the lowest closing bid price of the Common Stock
as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon
which the Common Stock may be traded in the future (“Exchange”), for the seven prior trading
days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered
by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the
Holder wishes to included the same day closing price). If the shares have not been delivered within 3 business days, the Notice
of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the
Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares
of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder’s intention
to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest
shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but
the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill”
on its shares, the conversion price shall be decreased to 45% instead of 55% while that “Chill” is in effect.


 


(b)          Interest
on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in
Common Stock (“Interest Shares”). The Holder may, at any time, send in a Notice of Conversion to the Company for Interest
Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a
portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	2



    	 



    

 


(c)          This
Note may not be prepaid.


 


(d)          Upon
(i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock,
or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving
entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in
a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items
(i), (ii) and (iii) being referred to as a “Sale Event”), then, in each case, the Company shall, upon request of the
Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption,
or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of
accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.


 


(e)          In
case of any Sale Event in connection with which this Note is not redeemed or converted, the Company shall cause effective provision
to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this
Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification,
capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could
have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such
Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders
of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person
or entity acting in good faith.


 


5.          No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.          The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of
dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.


 


7.          The
Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by
the Holder in collecting any amount due under this Note.


 


8.          If
one or more of the following described “Events of Default” shall occur:


 


	/s/ Anthony L. Anish	 
	Initials	 


 






    	3



    	 



    

 


(a)          The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or


 


(b)          Any
of the representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or
the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or


 


(c)          The
Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of
the Company under this Note or any other note issued to the Holder; or


 


(d)          The
Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment
for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief,
consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal
or state laws as applicable; or


 


(e)          A
trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within thirty (30) days after such appointment; or


 


(f)          Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control
of the whole or any substantial portion of the properties or assets of the Company; or


 


(g)          One
or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in
the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or


 


(h)          defaulted
on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such
default within the appropriate grace period; or


 


(i)          The
Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on
an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;


 


(i)          If
a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	4



    	 



    

 


(k)          The
Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business
days of its receipt of a Notice of Conversion; or


 


(1)         The
Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.


 


Then, or at any time thereafter, unless
cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver
shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder’s sole discretion,
the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any
kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments
contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce
any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law. Upon an
Event of Default, interest shall be accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted
by current law, then at the highest rate of interest permitted by law. In the event of a breach of 8(k) the penalty shall be $250
per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company.
This penalty shall increase to $500 per day beginning on the 10th day.


 


If the Holder shall commence an action
or proceeding to enforce any provisions of this Note, including without limitation engaging an attorney, then the Holder shall
be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation
and prosecution of such action or proceeding.


 


9.          In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and
the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.


 


10.         Neither
this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the
Company and the Holder.


 


11.         The
Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it
previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10
type information indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either
(i) write a 144- 3(a)(9) opinion to allow for salability of the conversion shares or (ii) accept such opinion from
Holder’s counsel.


 


12.         The
Company shall issue irrevocable transfer agent instructions reserving 16,000,000 shares of its Common Stock for conversions under
this Note (the “Share Reserve”). The reserve shall be replenished as needed to allow for conversions of this Note.
Upon full conversion of this Note, the any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all
costs associated with issuing and delivering the shares.


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	5



    	 



    

 


13.         The
Company will give the Holder direct notice of any corporate actions including but not limited to name changes, stock splits, recapitalizations
etc. This notice shall be given to the Holder as soon as possible under law.


 


14.         This
Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed
within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company
hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This
Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be
effective as an original.


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	6



    	 



    

 


IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


Dated: 2/12/2014


 


	 	M LINE HOLDING, INC
	 	 
	 	By: 	/s/ Anthony L. Anish
	 	 	 
	 	Title: 	COO


 


	/s/ Anthony L. Anish	 
	Initials	 



 




    	7



    	 



    

 


EXHIBIT A


 


NOTICE OF CONVERSION


 


(To be Executed by the Registered Holder
in order to Convert the Note)


 


The undersigned hereby
irrevocably elects to convert $ _______ of the above Note into ______ Shares of Common Stock of M Line Holdings, Inc (“Shares”)
according to the conditions set forth in such Note, as of the date written below.


 


If Shares are to be issued
in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with
respect thereto.


 


	Date of Conversion: 	 





	Applicable Conversion Price:	 





	Signature: 	 
	 	[Print Name of Holder and Title of Signer]





	Address:	 
		 


 


	SSN or EIN: 	 





	Shares are to be registered in the following name: 	 


 


	Name:	 





	Address:	 





	Tel: 	 





	Fax:	 





	SSN or EIN: 	 


 


Shares are to be sent or delivered to the following account:


 


	Account Name: 	 





	Address:	 


 


	/s/ Anthony L. Anish	 
	Initials	 


 




    	8



    	 



    

 


DISBURSEMENT AUTHORIZATION


(MEMORANDUM)


 


TO: COVENTRY ENTERPRISES, LLC.


 


FROM: M LINE HOLDINGS, INC.


 


DATE: February 12, 2014


 


RE: Disbursement of Funds


 


In connection with
the funding of an aggregate of $50,000 pursuant to that certain Convertible Redeemable Note dated as of February 12, 2014 (the
“Agreement”), you are hereby directed to disburse such funds as follows:


 


		1.	$2,500.00 to New Venture Attorneys, P.C. in accordance
with the wires transfer instructions attached as Schedule A, hereto;



 


		2.	$4,750.00 to Anubis Capital Partners in accordance with
the wire transfer instructions attached as Schedule B, hereto; and



 


		3.	$42,750 to M Line Holdings Inc., in accordance with the
wire transfer instructions attached as Schedule C, hereto;



 


	 	/s/ Anthony L. Anish
	 	 
	 	Title: COO


 


	 	 
	Company Initials	 


 




    	 



    	 



    

 


EXHIBIT A


NEW VENTURE ATTORNEYS


WIRING INFORMATION


 


Please wire funds to:


 


Bank of America


 


Routing No: 026009593


Acct No.: 164109387780


 


		Beneficiary:	New Venture Attorneys, PC, IOLTA account



 


		Attorney info:	New Venture Attorneys, P.C.



900 E. Hamilton Ave, Suite 100


Campbell, CA 95008


 


	/s/ Anthony L. Anish	 
	Company Initials	 


 




    	 



    	 



    

 


EXHIBIT B


ANUBIS CAPITAL PARTNERS WIRING INFO


 


Capital One, N.A.


8989 Preston Road


Frisco, TX 75034


 


Routing No:  111901014


Acct No.:      3622044799


 


Beneficiary:  Anubis Capital Partners


2550 Midway Road Suite 198


Carrolton, TX 75006


 


	/s/ Anthony L. Anish	 
	Company Initials	 


 




    	 



    	 



    

 


EXHIBIT C


[WIRING INFO FOR ISSUER]


 


Bank of America


14222 Culver Drive


Irvine, CA 92620


 


Routing 121000358


Account Number: 23414 69572


 


Beneficiary:


M Line Holdings, Inc.


2672 Dow Avenue


Tustin, CA 92780


 


	/s/ Anthony L. Anish	 
	Company Initials	 


 




    	 



    	 



    

 


DEBT PURCHASE AGREEMENT


 


This Debt Purchase
Agreement (the “Agreement”) made as of this 12th day of February, 2014, by and between Coventry Enterprises,
LLC (the “Buyer”) and Spagus Capital Partners, LLC (the “Seller”).


 


1.     PURCHASE
AND SALE OF THE CONVERTIBLE NOTE


 


Upon the terms and
conditions herein contained, at the Closing (as hereinafter defined), the Seller hereby sells, assigns and transfers to the Buyer
and the Buyer agrees to purchase from the Seller the “Transferred Rights” of the Seller and all rights thereto. Transferred
Rights shall mean all rights with respect to $50,000 in principal and proportional accrued interest (the “Assigned Portion”)
under that promissory note in the amount of $150,000 issued by M Line Holdings, Inc. (“Borrower” or “Company”)
on May 31, 2011, a true and correct copy which has been provided to New Venture Attorneys, P.C. (the “Note”). By its
signatures hereto the Borrower accepts the assignment of the Transferred Rights to Buyer and agrees that Buyer may convert the
Transferred Rights into shares of the Company’s common stock.


 


2.     CONSIDERATION


 


The purchase price
for the Assigned Portion of the Note shall be the Buyer’s payment of Fifty Thousand Dollars ($50,000.00) to the Seller, for
the Assigned Portion (the “Purchase Price”).


 


3.     CLOSING


 


The closing of the
transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the delivery of the
Purchase Price via wire transfer of immediately available funds against the assignment of the Note. The funds will be wired as
set forth in Exhibit A.


 


4.     REPRESENTATIONS
AND WARRANTIES OF SELLER The Seller hereby represents and warrants to the Buyer as follows:


 


4.1          Status
of the Seller and the Note. The Seller is the beneficial owner of the Note. The Note is currently outstanding and Seller is
informed by Company that the Note represents a bona fide debt obligation of the Company.


 


4.2          Authorization;
Enforcement. (i) Seller has all requisite corporate power and authority to enter into and perform the Agreement and to consummate
the transactions contemplated hereby and to sell each Note, in accordance with the terms hereof, (ii) the execution and delivery
of this Agreement by the Seller and the consummation by it of the transactions contemplated hereby (including, without limitation,
the sale of the Note to the Buyer) have been duly authorized by the Seller and no further consent or authorization of the Seller
or its members is required, (iii) this Agreement has been duly executed and delivered by the Seller, and (iv) this Agreement constitutes
a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally, the enforcement of creditors’ rights and remedies or by other equitable principles of general
application.


 




    	1



    	 



    

 


4.3           No
Conflicts. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the
transactions contemplated hereby (including, without limitation, the sale of the Note to the Buyer) will not (i) conflict with
or result in a violation of any provision of its certificate of formation or other organizational documents, or (ii) violate or
conflict with or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time
or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of,
any agreement, note, bond, indenture or other instrument to which Seller are a party, or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any
self-regulatory organizations to which Seller are subject) applicable to Seller or the Note is bound or affected. The Seller is
not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental
agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver
or perform any of its obligations under this Agreement in accordance with the terms hereof.


 


4.4           Title;
Rule 144 Matters. Seller has good and marketable title to the Note. Seller is not an “Affiliate” of the Company,
as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “1933 Act”), as such Buyer will
be able to track the holding period of the Seller.


 


4.5           Consent
of the Company.


 


(i)          The
Company, as evidence by its signature at the foot of this Agreement, hereby represents and warrants that, upon delivery to the
Company of the Note, the Company shall promptly cause to be issued to and in the name of Buyer one of more new executed Notes in
the aggregate amount of $50,000.00 plus accrued interest, but otherwise having the sale terms (including, but not necessarily limited
to, referring to the original issue date) as in the Note. The Note may contain the same restrictive legend as provided in the original
Note, but no stop transfer order. The Note is currently outstanding and represents a bona fide debt obligation of the Company.


 


(ii)         The
signature by the Company also represents the Company’s agreement to treat Buyer as a party to, and having all the rights
of the Seller with respect to the Transferred Rights.


 


5.     REPRESENTATIONS,
WARRANTIES AND ACKNOWLEDGEMENTS OF THE BUYER. The Buyer hereby represents warrants and acknowledges to the Seller as follows:


 


5.1 Sophisticated
Investor. The Buyer has sufficient knowledge and experience of financial and business matters, is able to evaluate the merits
and risks of the partial purchase of the Note and has had substantial experience in previous private and public purchases of securities.


 




    	2



    	 



    

 


5.2 Authorization;
Enforcement. (i) Buyer has all requisite corporate power and authority to enter into and perform the Agreement and to consummate
the transactions contemplated hereby and to purchase each Note, in accordance with the terms hereof, (ii) the execution and delivery
of this Agreement by the Buyer and the consummation by it of the transactions contemplated hereby (including, without limitation,
the purchase of the Note by the Buyer) have been duly authorized by the Buyer and no further consent or authorization of the Buyer
or its members is required, (iii) this Agreement has been duly executed and delivered by the Buyer, and (iv) this Agreement constitutes
a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of creditors’ rights and remedies or by other equitable principles of general application.


 


5.3 No Conflicts.
The execution, delivery and performance of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated
hereby will not (i) conflict with or result in a violation of any provision of its certificate of formation or other organizational
documents, or (ii) violate or conflict with or result in a breach of any provision of, or constitute a default (or an event which
with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, note, bond, indenture or other instrument to which Buyer is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations
of any self-regulatory organizations to which Buyer is subject) applicable to Seller or the Note is bound or affected. The Buyer
is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental
agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver
or perform any of its obligations under this Agreement in accordance with the terms hereof.


 


6.     MISCELLANEOUS


 


6.1           Binding
Effect; Benefits. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective
successors and permitted assigns. Except as otherwise set forth herein, this Agreement may not be assigned by any party hereto
without the prior written consent of the other party hereto. Except as otherwise set forth herein, nothing in this Agreement, expressed
or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns
any rights, remedies, obligations or liabilities under or by any reason of this Agreement.


 


6.2           Notices.
All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given when delivered in person, or transmitted by telecopy or telex, or upon receipt
after dispatch by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the
same is so given or made, at the following addresses (or such others as shall be provided in writing hereafter):


 




    	3



    	 



    

 


(a)   If
to the Buyer to:


Coventry Enterprises, LLC


80 S.W. 8th Street,
Suite 200


Miami, FL 33130


Attn: Jack Bodenstein


 


(b)   If
to the Seller to:


Spagus Capital Partners, LLC


250 F. Centerville Road


Warwick, RI 02886


 


6.3           Entire Agreement.
This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof.


 


6.4           Further
Assurances. After the Closing, at the request of either party, the other party shall execute, acknowledge and deliver, without
further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents
and take such other action as may be reasonably requested to consummate the transactions contemplated by this Agreement.


 


6.5           Headings.
The section and other headings contained in this Agreement are for reference purposes only and shall not be deemed to be part of
this Agreement or to affect the meaning or interpretation of this Agreement.


 


6.6           Counterparts.
This Agreement may be executed in any number of counterparts and by facsimile, each of which, when executed, shall be deemed to
be an original and all of which together shall be deemed to be one and the same instrument.


 


6.7           Governing
Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by
the laws of the State of New York, without giving effect to the conflicts of law principles thereof.


 


6.8           Severability.
If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall
not be affected thereby, and each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted
by law.


 


6.9           Amendments.
This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.


 




    	4



    	 



    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the date first above written.


 


	 	BUYER:
	 	COVENTRY ENTERPRISES, LLC
	 	 	 
	 	By:	/s/ Jack Bodenstein
	 	Jack Bodenstein, Managing Member
	 	 	 
	 	SELLER:
	 	 	 
	 	SPAGUS CAPITAL PARTNERS, LLC
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 


 


	ACCEPTED AND AGREED:	 
	 	 	 
	M LINE HOLDINGS, INC	 
	 	 	 
	By:	/s/ Anthony L. Anish	 
	 	 	 
	Title:	COO	 


 




    	5



    	 



    

 


EXHIBIT A


WIRE INSTRUCTIONS FOR SELLER


 


PLEASE WIRE YOUR FUNDS TO THE FOLLOWING


 


PLEASE INSERT COMPLETE BANK WIRING INFO INCLUDING BANK ADDRESS
AS WELL AS ADDRESS


 




    	6



    	 



    

 


NON-AFFILIATION LETTER


 


February 12, 2014


 


Counsel to M LINE HOLDINGS, INC.


 


Counsel to Coventry Enterprises, LLC


 


Gentlemen:


 


Please let this letter serve as confirmation
that Spagus Capital Partners, LLC is not now, and has not been during the preceding 90 days, an officer, director, 10% or more
shareholder of M LINE HOLDINGS, INC. or in any other way an “affiliate” of (as that term is defined in Rule 144(a)(1)
adopted pursuant to the Securities Act of 1933, as amended), of such issuer.


 


Very Truly yours,


 


SPAGUS CAPITAL PARTNERS, LLC


 


	By:	 	 
	 	 	 
	Title:	 	 


 




    	7



    	 



    

 


UNANIMOUS CONSENT IN LIEU OF A SPECIAL


MEETING OF DIRECTORS OF


M LINE HOLDINGS, INC.


 


The undersigned, being all of the directors
of M Line Holdings, Inc., a corporation of the State of Nevada, (the “Corporation”), do hereby authorize and approve
the actions set forth in the following resolutions without the formally of convening a meeting, and do hereby consent to the following
actions of this Corporation, which actions are hereby deemed affective as of the date hereof:


 


RESOLVED: That officers of this
Corporation are authorized and directed to amend and restate a $50,000 portion of a $150,000.00 note issued to Spagus Capital
Partners, LLC on May 31, 2011 into a new promissory note to Coventry Enterprises, LLC, in the amount of $60,750.68 (which includes
accrued interest) to provide conversion features equal to 55% of the lowest closing bid price of the last day of 7 trading days
prior to conversion, as well as 8% interest and become due and payable on February 12, 2015; and


 


RESOLVED: That the officers of this
corporation are authorized and directed to issue a $50,000 promissory note to Coventry Enterprises, LLC, which provides
conversion features equal to 55% of the lowest closing bid price of the last day of 7 trading days prior to conversion, as well
as 8% interest and become due and payable on February 12, 2015; and


 


RESOLVED FURTHER: That the officers
of this corporation are authorized to corporation and directed to execute transfer agent instructions with the Company’s
transfer agent to irrevocably reserve 32,000,000 shares of the Company’s Common Stock with the transfer agent for the benefit
of Coventry Enterprises, LLC for conversion of the above aforementioned notes and


 


RESOLVED FURTHER, that each of the
officers of the Corporation be, and they hereby are authorized and empowered to execute and deliver such documents, instruments
and papers and to take any and all other action as they or any of them may deem necessary or appropriate of the purpose of carrying
out the intent of the foregoing resolutions and the transactions contemplated thereby; and that the authority of such officers
to execute and deliver any such documents, instruments and papers and to take any such other action shall be conclusively evidenced
by their execution and delivery thereof or their taking thereof.


 




    	 



    	 



    

 


The undersigned, by affixing their signatures
hereto, do hereby consent to, authorize and approve the foregoing actions in their capacity as a majority of the direction of M
Line Holdings, Inc.


 


Dated: February 6, 2014


 


	/s/ Bruce W. Barren	 	/s/ Anthony L. Anish
	 	 	 
	 	 	 
	[/s/ Illegible]	 	[/s/ Illegible]


 




    	 



    	 



    

 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of February 12, 2014, by and between M Line Holdings, Inc.,
a Nevada corporation, with headquarters located at 2672 Dow Avenue, Tustin, CA 92780 (the “Company”), and COVENTRY
ENTERPRISES, LLC, a limited liability company, with its address at 80 S.W. 8th Street, Suite 200 Miami, FL
33130 (the “Buyer”).


 


WHEREAS:


 


A.           The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”);


 


B.           Buyer
desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement an 8%
convertible note of the Company, in the form attached hereto as Exhibit A in the aggregate principal amount of $50,000.00 (together
with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the
terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the
“Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.


 


C.           The
Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth
immediately below its name on the signature pages hereto; and


 


NOW THEREFORE, the
Company and the Buyer severally (and not jointly) hereby agree as follows:


 


1.          Purchase
and Sale of Note. 


 


a.           Purchase
of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase
from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages
hereto.


 


b.           Form
of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and
sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds
to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal
amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and
(ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase
Price.


 


	/s/ Anthony L. Anish	 
	Company Initials	 


 




    	 



    	 



    

 


c.           Closing
Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”)
shall be on or about February 12, 2014, or such other mutually agreed upon time. The closing of the transactions contemplated
by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.


 


2.          Buyer’s
Representations and Warranties. The Buyer represents and warrants to the Company that:


 


a.           Investment
Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of
or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion
Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards
the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act;
provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum
or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration
statement or an exemption under the 1933 Act.


 


b.           Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D
(an “Accredited Investor”).


 


c.           Reliance
on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of
the Buyer to acquire the Securities.


 


d.           Information.
The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with
all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of
the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for
so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding
the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information
unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries
nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or
affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer
understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that
may constitute a breach of any of the Company’s representations and warranties made herein.


 


	/s/ Anthony L. Anish	 


 




    	2



    	 



    

 


e.           Governmental
Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.


 


f.            Transfer
or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered
under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities
are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company,
at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in
comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to
an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”))
of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited
Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the
1933 Act (or a successor rule) (“Regulation 5”), and the Buyer shall have delivered to the Company, at the cost of
the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions,
which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only
in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances
in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder;
and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the
foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a
bona fide margin account or other lending arrangement.


 


g.           Legends.
The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may
be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that
can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of the certificates for such Securities):


 


“NEITHER THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE 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.”


 


	/s/ Anthony L. Anish	 


 




    	3



    	 



    

 


The legend set forth
above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it
is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an
effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without
any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides
the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions,
to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion
shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those
represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements,
if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer
of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be
considered an Event of Default under the Note.


 


h.           Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf
of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.


 


i.            Residency.
The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.


 


3.          Representations
and Warranties of the Company. The Company represents and warrants to the Buyer that:


 


a.           Organization
and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and
other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted.


 


	/s/ Anthony L. Anish	 


 




    	4



    	 



    

 


b.           Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the
Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the
transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation
for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s
Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required,
(iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized
representative is the true and official representative with authority to sign this Agreement and the other documents executed
in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery
by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms.


 


c.           Issuance
of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance
with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances
with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the
Company and will not impose personal liability upon the holder thereof.


 


d.           Acknowledgment
of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance
of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion
Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the
dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


e.           No
Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance
of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation
or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event
which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of
its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or
its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company
or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations,
orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained
or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter
Quotations Bureau (the “OTCQB”) and does not reasonably anticipate that the Common Stock will be delisted by the OTCQB
in the foreseeable future, nor are the Company’s securities “chilled” by FINRA. The Company and its subsidiaries
are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


	/s/ Anthony L. Anish	 


 




    	5



    	 



    

 


f.            Absence
of Litigation. Except as disclosed in the Company’s public filings, there is no action, suit, claim, proceeding, inquiry
or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to
the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries,
or their officers or directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a
complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting
the Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its
subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


g.           Acknowledgment
Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the
capacity of aim’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective
representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation
and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the
Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its
representatives.


 


h.           No
Integrated Offering. Neither the Company, nor any of its affiliates, nor ay person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the
Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes
of any shareholder approval provisions applicable to the Company or its securities.


 


i.            Title
to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries,
in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would
not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are
held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.


 


j.            Breach
of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth
in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered
an Event of default under the Note.


 


	/s/ Anthony L. Anish	 


 




    	6



    	 



    

 


4.          COVENANTS.


 


a.           Expenses.
At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation,
execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”),
including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees
for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of
provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions
contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate
payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission
of an invoice by the Buyer. The Company’s obligation with respect to this transaction is to reimburse Buyer’ expenses
shall be $2500 in legal fees which shall be deduced from the Note when funded.


 


b.           Listing.
The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation
system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the
Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing
of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer
owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCQB or any equivalent replacement exchange,
the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), the New York Stock
Exchange (“NYSE”), or the American Stock Exchange (“AMEX”) and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”)
and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the
OTCQB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility
of the Common Stock for listing on such exchanges and quotation systems.


 


c.           Corporate
Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not
sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or
substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s
obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded
corporation whose Common Stock is listed for trading on the OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.


 


	/s/ Anthony L. Anish	 


 




    	7



    	 



    

 


d.           No
Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of
the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities.


 


e.           Breach
of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies
available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.


 


5.          Governing
Law; Miscellaneous. 


 


a.           Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county
of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The
Company and Buyer waive trial by jury. 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 Agreement or any other agreement delivered in connection herewith 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 enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


b.           Counterparts;
Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto
by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


c.           Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


d.           Severability.
In the event that any provision of this Agreement 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 provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


	/s/ Anthony L. Anish	 


 




    	8



    	 



    

 


e.           Entire
Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.


 


f.            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, or facsimile, 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 second 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:


 


If to the Company, to:


M Line Holdings, Inc.


2672 Dow Avenue


Tustin, CA 92780


Attn: Anthony Anish


 


If to the Buyer:


COVENTRY ENTERPRISES, LLC


80 S.W. 8th Street, Suite 200


Miami, FL 33130


Attn: Jack Bodenstein


 


Each party shall provide notice to the other
party of any change in address.


 


g.           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities
in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act,
without the consent of the Company.


 


	/s/ Anthony L. Anish	 


 




    	9



    	 



    

 


h.           Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


i.            Survival.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the
closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to
indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a
result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set
forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they
are incurred.


 


j.            Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


k.          No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


1.          Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach
by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing
economic loss and without any bond or other security being required.


 


	/s/ Anthony L. Anish	 


 




    	10



    	 



    

 


IN WITNESS WHEREOF, the undersigned Buyer
and the Company have caused this Agreement to be duly executed as of the date first above written.


 


	 	M Line Holdings, Inc.	 
	 	 	 
	By:	/s/ Anthony L. Anish	 
	 	Anthony L. Anish	 
	 	Chief Operating Officer	 


 


	COVENTRY ENTERPRISES, LLC.	 
	 	 
	By:		 
	Name: Jack Bodenstein	 
	Title:   Manager	 
	 	 	 





	AGGREGATE SUBSCRIPTION AMOUNT:	 
	 	 
	Aggregate Principal Amount of Note:	$50,000.00


 


Aggregate Purchase Price:


 


$50,000.00 less $2,500.00 in legal fees and $4,750.00 in third
party due diligence fees.


 


	/s/ Anthony L. Anish	 


 




    	11



    	 



    

 


EXHIBIT A


144 NOTE - $50K


 


	/s/ Anthony L. Anish	 


 




    	12