EXHIBIT 10.3




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF
CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.





EAGLE EQUITIES, LLC



COLLATERALIZED
SECURED PROMISSORY NOTE




 




$67,500.00 New Haven,
CT                                                                




March
24, 2017




1. Principal and Interest 




FOR VALUE RECEIVED, Eagle Equities,
LLC, a Nevada Limited Liability Company (the "Company") hereby
absolutely and unconditionally promises to pay to Rich Cigar, Inc. (the
"Lender"), or order, the principal amount of Sixty Seven Thousand Five
Hundred Dollars ($67,500.00) no later than November 24, 2017, unless the Lender
does not meet the "current information requirements" required under Rule 144 of
the Securities Act of 1933, as amended, in which case the Company may declare
the offsetting note issued by the Lender on the same date herewith to be in
Default (as defined in that note) and cross cancel its payment obligations
under this Note as well as the Lenders payment obligations under the offsetting
note. This Full Recourse Note shall bear simple interest at the rate of 8%. 




2. Repayments and Prepayments; Security. 




a. All principal under this Note
shall be due and payable no later than November 24, 2017, unless the Lender
does not meet the "current information requirements" required under Rule 144 of
the Securities Act of 1933, as amended, in which case the Company may declare
the offsetting note issued by the Lender on the same date herewith to be in
Default (as defined in that note) and cross cancel its payment obligations
under this Note as well as the Lenders payment obligations under the offsetting
note.




b. The Company may pay this Note at
any time. This note may not be assigned by the Lender, except by operation of
law. 




c. This Note shall initially be
secured by the pledge of the $75,000.00 8% convertible promissory note issued
to the Company by the Lender on even date herewith 




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(the "Lender Note"). The Company may exchange this
collateral for other collateral with an appraised value of at least $67,500.00,
by providing 3 days' prior written notice to the Lender. If the Lender
does not object to the substitution of collateral in that 3 day period, such
substitution of collateral shall be deemed to have been accepted by the Lender.
Notwithstanding the foregoing, an exchange of collateral for $67,500.00 in
cash shall not require the approval of the Lender. Any collateral exchange
shall not constitute a waiver of any defaults under a Lender note. All
collateral shall be retained by New Venture Attorneys, P.C., which shall act as
the escrow agent for the collateral for the benefit of the Lender. The Company
may not effect any conversions under the Lender Note until it has made full
cash payment for the portion of the Lender Note being converted. 




3. Events of Default; Acceleration.




a. The principal amount of this
Note is subject to prepayment in whole or in part upon the occurrence and
during the continuance of any of the following events (each, an "Event of
Default"): the initiation of any bankruptcy, insolvency, moratorium,
receivership or reorganization by or against the Company, or a general
assignment of assets by the Company for the benefit of creditors. Upon the
occurrence of any Event of Default, the entire unpaid principal balance of this
Note and all of the unpaid interest accrued thereon shall be immediately due
and payable. The Company may offset amounts due to the Lender under this Note
by similar amounts that may be due to the Company by the Lender resulting from
breaches under the Lender Note. 




b. No remedy herein conferred upon
the Lender is intended to be exclusive of any other remedy and each and every
remedy shall be cumulative and in addition to every other remedy hereunder, now
or hereafter existing at law or in equity or otherwise. The Company accepts and
agrees that this Note is a full recourse note and that the Holder may exercise
any and all remedies available to it under law. 




4. Notices. 




a. All notices, reports and other
communications required or permitted hereunder shall be in writing and may be
delivered in person, by telecopy with written confirmation, overnight delivery
service or U.S. mail, in which event it may be mailed by first-class, certified
or registered, postage prepaid, addressed (i) if to a Lender, at such Lender's
address as the Lender shall have furnished the Company in writing and (ii) if
to the Company at such address as the Company shall have furnished the
Lender(s) in writing.




b. Each such notice, report or
other communication shall for all purposes under this Note be treated as
effective or having been given when delivered if delivered personally or, if
sent by mail, at the earlier of its receipt or 72 hours after the same has been
deposited in a regularly maintained receptacle for the deposit of the United
States mail, addressed and mailed as aforesaid, or, if sent by electronic
communication with confirmation, upon the delivery of electronic
communication.  




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5. Miscellaneous.




a. Neither this Note nor any
provisions hereof may be changed, waived, discharged or terminated orally, but
only by a signed statement in writing.




b. No failure or delay by the
Lender to exercise any right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege preclude
any other right, power or privilege. The provisions of this Note are severable
and if any one provision hereof shall be held invalid or unenforceable in whole
or in part in any jurisdiction, such invalidity or unenforceability shall
affect only such provision in such jurisdiction. This Note expresses the entire
understanding of the parties with respect to the transactions contemplated
hereby. The Company and every endorser and guarantor of this Note regardless of
the time, order or place of signing hereby waives presentment, demand, protest
and notice of every kind, and assents to any extension or postponement of the
time for payment or any other indulgence, to any substitution, exchange or release
of collateral, and to the addition or release of any other party or person
primarily or secondarily liable.




c. If Lender retains an attorney
for collection of this Note, or if any suit or proceeding is brought for the
recovery of all, or any part of, or for protection of the indebtedness
respected by this Note, then the Company agrees to pay all costs and expenses
of the suit or proceeding, or any appeal thereof, incurred by the Lender,
including without limitation, reasonable attorneys' fees. 




d. This Note shall for all purposes
be governed by, and construed in accordance with the laws of the State of
Nevada (without reference to conflict of laws) and the exclusive venue shall be
in the State and Federal courts located in State of New York. e. This Note
shall be binding upon the Company's successors and assigns, and shall inure to
the benefit of the Lender's successors and assigns.




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IN WITNESS WHEREOF, the Company has caused this Note to be
executed by its duly authorized officer to take effect as of the date first
hereinabove written. 




 




EAGLE EQUITIES, LLC




By: /s/Yakov Borenstein




_____________________




Title: Member




____________________




 




APPROVED:  




RICH
CIGAR, INC  




By: /s/ Richard Davis




Title: Chief Exec Officer  




 

 

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