PROMISSORY
NOTE


 


	$600,000	 	New York,
New York
	 	 	November 14, 2014






  


FOR VALUE
RECEIVED, Thomas A. Tolworthy, an
individual (“Maker”), promises to
pay to the
order of Capstone
Financial Group, Inc.,
a Nevada corporation (“Lender”)
the principal amount of $600,000 plus 5% per annum simple interest accrued on the principal balance from time to time
outstanding.


 


All principal
and accrued interest shall be payable on December 29, 2015. Provided,
that Lender may,
at its option,
declare to be
due and payable
immediately the entire remaining
principal amount of
and all accrued
interest on this
Note, upon the happening of any of
the following events: (a) Maker makes a general assignment for the benefit of creditors,
(b) Maker files any petition or action for relief under any bankruptcy, reorganization,
insolvency or moratorium law or any other law for the relief of, or relating, to debtors
(“Bankruptcy Laws”), (c) an involuntary petition is filed against Maker
under any Bankruptcy
Law and such
petition has not
been dismissed or
vacated within 60 days after it was filed, or (d) an order appointing a custodian, receiver,
liquidator, assignee, trustee,
sequestrator or other
similar official for
Maker or of
any substantial part of his property is issued and such order has not been stayed, dismissed
or vacated within 60 days after it was issued.


 


All payments
under this Note shall be applied first to accrued but unpaid interest, if any,
and then to principal. Any principal or interest not paid when due hereunder shall
bear interest from
its due date
at 10% per
annum simple interest
(in addition to
and not exclusive of Lender’s collection and other rights and
remedies).


 


Notwithstanding
any other provision of this Note, the holder of this Note does not intend
to charge and
Maker shall not
be required to
pay any interest
or other fees
or charges in excess
of the maximum
permitted by applicable
law; any payments
in excess of such maximum shall be refunded to Maker or credited to reduce principal
hereunder.


 


Payments
of principal and/or
interest will be
made by cashier’s
check or wire transfer in immediately
available United States funds sent to the holder of this Note at the address furnished
to Maker for that purpose.


 


At any
time and from time to time, Maker may voluntarily prepay this Note either in whole
or in part without penalty or premium.


 


Maker
waives diligence, presentment, protest and demand and also notice of protest, demand,
dishonor and nonpayment of this Note, and all other demands and




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notices
of any kind in connection with the execution, delivery, performance and enforcement
of this Note.


 


Upon receipt
of evidence reasonably satisfactory to Maker of the loss, theft, destruction
or mutilation of
this Note, Maker
shall issue a
new Note, of
like tenor and amount, in lieu of
such lost, stolen, destroyed or mutilated Note.


 


Lender
shall (and by acceptance of this Note agrees to) deliver this original manually-executed
Note (or the manually-executed replacement Note as provided under the preceding paragraph)
at the principal office of Maker for cancellation before or forthwith after payment
of all principal and accrued interest.


 


Maker
agrees, subject only to limitations imposed by applicable law, to
pay Lender’s reasonable costs
in collecting this
Note, including reasonable
attorney's fees (and specifically including but not limited to all such collection
efforts that may be made through a bankruptcy court).


 


This Note
shall be governed by and construed in accordance with the internal laws of the State
of New York without giving effect to the conflicts of laws principles
thereof.


 


In
the event any one or more of the provisions of this Note shall for any reason be held
to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the
event that any one or more of the provisions of this Note operate or would prospectively
operate to invalidate this Note, then and in any such event, such provision(s) only shall
be construed or reformed so as to realize the parties’ intention to the maximum
extent possible while still
being valid, legal
and enforceable, and
in all events
the remaining provisions of
this Note shall
remain operative and
in full force
and effect and
in no way shall be affected, prejudiced,
or disturbed thereby.


 


The
rights and remedies of Lender shall be cumulative and concurrent, and may be pursued
singularly, successively or together.


 


No
provision of this
Note shall be
interpreted for or
against Maker or
Lender because that person or that person’s legal representative drafted such
provision.


 


The
terms of this Note cannot be amended or waived except in a writing signed by Maker
and the holder of this Note. The acceptance by Lender of any payment hereunder which
is less than the payment in full of all amounts due and payable at the time of such
payment shall not constitute a waiver of the right to payment in full.


 


 

/s/Thomas
A. Tolworthy

Thomas A.
Tolworthy




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