Exhibit 10.04


 


THE SECURITIES
REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION
OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


 


il2m
INTERNATIONAL CORP.


PROMISSORY
NOTE


 


	$231,000.00
    CD	March
    27, 2014
	 	Burbank,
    California


 


1.Principal
and Interest.


 


1.1
il2m International Corp., a publicly traded Nevada corporation (the "Company"), for value received, hereby promises
to pay to the order of TSASA Holdings Inc., a Canadian Federal Incorporation (the "Holder") the sum of Two Hundred Thirty
One Thousand Canadian Dollars ($231,000.00 CD), which amount represents the amounts advanced by the Holder to the Company on approximately
March 27, 2014 for working capital purposes, and as reflected on the Company's records and its financial statements as due and
owing to Holder at the time and in the manner hereinafter provided.


 


1.2
This Promissory Note (the "Note") shall bear interest at the rate of 5% annually from the date of issuance of this Note.
This Note shall be payable July 1, 2014 ("Payment Date"). After the Payment Date, all principal and accrued interest
hereunder shall be payable by the Company upon demand made by the Holder.


 


1.3
Upon payment in full of the principal and accrued interest hereof, this Note shall be surrendered to the Company for cancellation.


 


1.4
The principal and accrued interest of this Note shall be payable at the principal office of the Company and shall be forwarded
to the address of the Holder hereof as such Holder shall from time to time designate.


 


2.Attorney's
Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial
proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition
to the principal payable hereunder, reasonable attorneys' fees and costs incurred by the Holder.


 






    	 



    	 



    

 


3. Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:


 


(a)Authorization;
Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken,
and this Note constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies.


 


(b)Governmental
Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental
authority is required on the part of the Company in connection with the Company's valid execution, delivery or performance of
this Note except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities
Act of 1933, as amended (the "1933 Act"), or such filings as may be required under applicable state securities laws,
which, if applicable, will be timely filed within the applicable periods therefor.


 


(c)No
Violation. The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated
hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision
of any mortgage, agreement, instrument or contract to which it is a party or by which it is hound or, to the best of its knowledge,
of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material
conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such
provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company
or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval
applicable to the Company, its business or operations, or any of its assets or properties.


 


4.
Representations and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations
and covenants of the Holder:


 


(a)Investment
Purpose. This Note is acquired for investment and not with a view to the sale or distribution of any part thereof, and the
Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration
or exemption.


 


(b)Private
Issue. The Holder understands (i) that this Note is not registered under the 1933 Act or qualified under applicable state
securities laws, and (ii) that the Company is relying on an exemption from registration predicated on the representations set
forth in this Section 7.


 






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(c)Financial
Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of its investment, and has the ability to bear the economic risks of its investment.


 


(d)Risk
of No Registration. The Holder understands that any sale of the Note which might be made by it in reliance upon Rule 144 under
the Securities Act of 1933 Act, as amended, may be made only in accordance with the terms and conditions of that Rule.


 


5.
Assignment. Subject to the restrictions on transfer described in Section 9 below, the rights and obligations of the Company
and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.


 


6.
Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company
and the Holder.


 


7.Transfer
of This Note. With respect to any offer, sale or other disposition of this Note, the Holder will give written notice to the
Company prior thereto, describing briefly the manner thereof. Unless the Company reasonably determines that such transfer would
violate applicable securities laws, or that such transfer would adversely affect the Company's ability to account for future transactions
to which it is a party as a pooling of interests, and notifies the Holder thereof within five (5) business days after receiving
notice of the transfer, the Holder may effect such transfer. The Note thus transferred shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with the 1933 Act. unless in the opinion of counsel for the Company
such legend is not required in order to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions
to its transfer agent in connection with such restrictions.


 


8.Notices.
Any notice, other communication or payment required or permitted hereunder shall be in writing and shall he deemed to have been
given upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mail for
mailing by certified mail, postage prepaid, and addressed as follows:


 


	 	If
        to Holder:

         

         
	TSASA
        Holdings Inc.

        800C
        Chomedey Blvd., Ste. 450

        Laval,
        Quebec,

        Canada,
        H7V-3Y4

	 	 	 
	 	It
    to Company:	Il2m
        International Corp.

        3500
        West Olive Avenue

        Suite
        810

        Burbank,
        California 91505






 






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Each
of the above addressees may change its address for purposes of this Section by giving to the other addressee notice of such new
address in conformance with this Section.


 


9.Governing
Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of Nevada, without regard
to the conflicts of laws provisions thereof.


 


10.Heading;
References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note.
Except as otherwise indicated, all references herein to Sections refer to Sections hereof.


 


11.Waiver
by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.


 


12.Delays.
No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.


 


13.Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from
this Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance
with its terms.


 


14.No
Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out
of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder of this Note against impairment


 


IN
WITNESS WHEREOF, il2m International Corp. has caused this Note to be executed in its corporate name and this Note to be dated,
issued and delivered, all on the date first above written.


 


	 	il2m
INTERNATIONAL CORP.
	 	 	 
	Date:
    March 27, 2014	By	/s/
    Sarkis Tsaoussian
	 	 	President
	 	 
	 	HOLDER
	 	 
	 	TSASA
    HOLDINGS INC.
	 	 	 
	Date:
    March 27, 2014	By:	/s/
    Sarkis Tsaoussian 
	 	 	President


 


 


 


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