Exhibit 10.4


 





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


 


	Principal Amount: $225,000.00	Issue Date: February 7, 2017
	Purchase Price: $200,000.00	 
	Original Issue Discount: $25,000.00	 


 


CONVERTIBLE PROMISSORY NOTE


 


FOR VALUE RECEIVED,
FBEC Worldwide, Inc., a Wyoming corporation (hereinafter
called the "Borrower"), hereby promises to pay to the order of CROWN BRIDGE PARTNERS, LLC, a
New York limited liability company, or registered assigns (the "Holder") the principal sum of $225,000.00 (the "Principal
Amount"), together with interest at the rate of twelve percent (12%) per annum, at maturity or upon acceleration or otherwise,
as set forth herein (the "Note"). The consideration to the Borrower for this Note is up to $200,000.00 (the "Consideration").
The Holder shall pay $40,000.00 of the Consideration
(the "First Tranche") within a reasonable amount of time of the full execution of the transactional documents related
to this Note. At the closing of the First Tranche, the outstanding principal amount under this Note shall be $45,000.00. consisting
of the First Tranche plus the prorated portion of the OID (as defined herein). The Holder may pay, in its sole discretion, such
additional amounts of the Consideration and at such dates as the Holder may choose in its sole discretion. THE PRINCIPAL
SUM DUE TO THE HOLDER SHALL BE PRORATED BASED ON THE CONSIDERATION ACTUALLY PAID BY THE HOLDER, THE APPLICABLE PORTION OF THE
OID, AS WELL AS THE APPLICABLE INTEREST, SUCH THAT THE ISSUER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED (PLUS THE OID AND APPLICABLE
INTEREST) AND THE ISSUER IS NOT REQUIRED TO REPAY ANY UNFUNDED PORTION OF THIS NOTE. The
maturity date for each tranche funded shall be twelve (12) months from the effective date of each payment (each a "Maturity
Date"), and is the date upon which the principal sum of each respective tranche, as well as any accrued and unpaid interest
and other fees relating to that respective tranche, shall be due and payable. This Note may not be prepaid in whole or in part
except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note. which is not paid by the Maturity
Date, shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid ("Default
Interest"). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of
a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into the Borrower's
common stock (the "Common Stock") in accordance with the terms hereof) shall be made in lawful money of the United States
of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made
in accordance with the provisions of this Note. Whenever any amount expressed to he due by the terms or this Note is due on any
day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the
case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof
shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the
term "business day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city
of New York, New York are authorized or required by law or executive order to remain closed.


 


 






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This Note carries
a prorated original issue discount of $25,000.00 (the "OID"), to cover the Holder's accounting Ices, due diligence fees,
monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in
the principal balance of this Note. Thus. the purchase price of this Note shall be $200,000.00, computed as follows: the Principal
Amount minus the OID.


 


This Note is 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 Borrower and will not impose personal liability upon the holder thereof.


 


The following additional terms shall apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1       Conversion
Right. The Holder shall have the right at any time to convert all or any part of the outstanding and unpaid principal amount
and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists
on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter
be changed or reclassified at the conversion price (the "Conversion Price") determined as provided herein (a "Conversion");
provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that
portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder
and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted
portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on
conversion or exercise analogous to the limitations contained herein) and (2) the number or shares of Common Stock issuable upon
the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result
in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes
of the proviso to the immediately preceding sentence. beneficial ownership shall be determined in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). and Regulations 13D-G thereunder. except as
otherwise provided in clause (I) of such proviso, provided, further, however. that the limitations on conversion may be
waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Borrower, and the provisions
of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as
may be specified in such notice of waiver). The number of shares of Common Stock to he issued upon each conversion of this Note
shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on
the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the "Notice of Conversion"),
delivered to the Borrower or Borrower's transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice
of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in. notice)
to the Borrower or Borrower's transfer agent before 6:00 p.m., New York, New York time on such conversion date (the "Conversion
Date"). The term "Conversion Amount" means, with respect to any conversion of this Note, the sum of (1) the principal
amount of this Note to he converted in such conversion plus  (2) at the Holder's option, accrued and unpaid interest, if
any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus  (3) at the Holder's
option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus 
(4) at the Holder's option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.


 


 






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1.2       Conversion
Price.


 


(a) Calculation
of Conversion Price. The Conversion Price shall be the Variable Conversion Price (as defined herein) (subject to
equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's
securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications,
extraordinary distributions and similar events) (also subject to adjustment as further described herein). The "Variable
Conversion Price" shall mean 58% multiplied by the Market Price (as defined herein) (representing a discount rate of
42%). "Market Price" means the one (1) lowest Trading Prices for the Common Stock during the twenty five (25)
Trading Day period ending on the last complete Trading Day prior to the Conversion Date. "Trading Prices" means,
for any security as of any date, the lowest traded price on the Over-the-Counter Pink Marketplace, OTCQB, or applicable
trading market (the "OTCQB") as reported by a reliable reporting service ("Reporting Service") designated
by the Holder (i.e. Bloomberg) or. if the OTCQB is not the principal trading market for such security, on the principal
securities exchange or trading market where such security is listed or traded or. if the lowest intraday trading price of
such security is not available in any of the tOregoing manners, the lowest intraday price of any market makers for such
security that are quoted on the OTC Markets. If the Trading Prices cannot he calculated for such security on such dale in the
manner provided above, the Trading Prices shall he the fair market value as mutually determined by the Borrower and the
holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required
in order to determine the Conversion Price of such Notes. "Trading Day" shall mean any day on which the Common
Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which
the Common Stock is then being traded. 1 f at any time while this Note is outstanding. the lowest Trading Prices on the OTCQB
or other applicable principal trading market for the Common Stock is equal to or lower than $0.005, then an additional
ten percent (10%) discount shall be factored into the Conversion Price until this Note is no longer outstanding. In the event
that shares of the Borrower's Common Stock arc not deliverable via DWAC following the conversion of any amount hereunder, an
additional ten percent (10%) discount shall be factored into the Conversion Price until this Note is no longer outstanding.
If at any time while this Note is outstanding, the lowest Trading Prices on the OTCQB or other applicable principal trading
market for the Common Stock is equal to or lower than $0.0005, then $10,000.00 shall immediately be added to the balance of
the Note.


 


 






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Each time, while this
Note is outstanding. the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory
notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to
convert monies owed to that 3'd party (or receive shares pursuant to a settlement or otherwise) at a discount to market
greater than the Variable Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then
the Variable Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments
in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section
3(a)(9) transaction (including but not limited to the issuance of new promissory notes or or a replacement promissory' note), or
Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect
under the Note at that time (a twenty five (25) Trading Day look back period is contained in this Section 1.2(a)), then the Holder's
look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower
shall give written notice to the Holder, with the adjusted Variable Conversion Price and/or adjusted look back period (each adjustment
that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described
in the two immediately preceding sentences.


 


Holder shall be entitled to deduct $500.00
from the conversion amount in each Notice of Conversion to cover Holder's deposit lees associated with each Notice of Conversion.


 


(b) Authorized
Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized
and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock
upon the full conversion of this Note. The Borrower is required at all times to have authorized and reserved ten times the number
of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from
time to time) (the "Reserved Amount"). The Reserved Amount shall he increased from time to time in accordance with the
Borrower's obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly
issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital
structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current
Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number
of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower
(i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon
conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents
who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common
Stock in accordance with the terms and conditions of this Note.


 


 






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If, at any time the Borrower does not maintain
the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.


 


1.3       Met hod of Conversion.


 


(a) Mechanics of
Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time
after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means
of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b),
surrendering this Note at the principal office of the Borrower.


 


(b) Surrender
of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid
principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount
so converted and the dates of such conversions or shall use such other method. reasonably satisfactory to the Holder and the Borrower,
so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy. such
records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding
the foregoing. if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first
physically surrenders this Note to the Borrower. whereupon the Borrower will forthwith issue and deliver upon the order of the
Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request,
representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of
this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this
Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the
face hereof.


 


(c) Payment
of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in
the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other
than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or
other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street
name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Borrower the
amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.


 


 






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(d) Delivery of
Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other
reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section
1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for
the Common Stock issuable upon such conversion within two (2) business days after such receipt (the "Deadline") (and,
solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms
hereof.


 


(c) Obligation
of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to
be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued
and unpaid interest on this Note shall he reduced to reflect such conversion, and, unless the Borrower defaults on its obligations
under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the
right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If' the Holder
shall have given a Notice of Conversion as provided herein, the Borrower's obligation to issue and deliver the certificates for
Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same,
any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce
tile same, any failure or delay in the enforcement of any other obligation of the Borrower io the holder of record, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower,
and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection
with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice
of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date.


 


(f) 
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common
Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer ("FAST") program, upon request of the Holder and its compliance with the provisions contained in
Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit
the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its
Deposit Withdrawal Agent Commission ("DWAC") system.


 


(g) Failure to
Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder's right to pursue other remedies,
including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable
upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in
Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay 10 the Holder $2,000 per day in
cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid
to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by
written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to
the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and
such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The
Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to
frustrate, interference with such conversion right arc difficult if not impossible to qualify. Accordingly the parties
acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.


 


 






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(h) DTC; Sub-Penny.
If at any time while this Note is outstanding, (i) the Borrower fails to maintain its status as "DTC Eligible" for any
reason, or (ii) the Conversion Price is equal to or lower than $0.01, the❑ an additional ten percent (10%) discount shall
be factored into the Conversion Price until this Note is no longer outstanding.


 


1.4       Concerning
the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such
shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall
have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of
counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant
to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a
successor rule) ("Rule 144") or (iv) such shares arc transferred to an "affiliate" (as defined in Rule 144)
of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited
Investor. Except as otherwise provided (and subject to the removal provisions set forth below), until such time as the shares
of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to
Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each
certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration
statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the
legend, shall hear a legend substantially in the following form, as appropriate:


 


"NEITHER TILE 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 (11) 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."


 


 






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The legend set
forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any  transfer
legend if (i) the Borrower or its transfer agent shall have received 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 Common
Stock may be made without registration under the Act, which opinion shall be accepted by the Borrower so that the sale or
transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is
registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold
pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be
immediately sold. In the event that the Borrower does not accept the opinion of counsel provided by the Holder with respect
to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline,
it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 


1.5Trading Market Limitations.
Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed
or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note more than the maximum number
of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on
which the Common Stock is then traded (the "Maximum Share Amount"), which shall he 4.99% of the total shares currently
outstanding, subject to equitable adjustment from time to time for stock splits, stock dividends. combinations, capital reorganizations
and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued,
if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer
quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower's
ability to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Note,
this will be considered an Event of Default under Section 3.3 of the Note.


 


1.6Status as Shareholder. Upon submission of a
Notice of Conversion by a Holder, ti) the shares covered thereby (other than the shares, if any, which cannot be issued
because their issuance would exceed such Holder's allocated portion of the Reserved Amount or Maximum Share Amount) shall be
deemed converted into shares of Common Stock and (ii) the Holder's rights as a Holder of such converted portion of this Note
shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any
remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to
comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares
of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of
any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common
Stock by so notifying the Borrower) the Holder shall regain the rights of a 1 [older of this Note with respect to such
unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder
or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been
converted. In all cases, the Holder shall retain all of its rights and remedies
(including, without limitation, (i) the right to receive. Conversion Default Payments pursuant to Section 1.3 to the extent
required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion
Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower's failure to convert
this Note.


 


 






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ARTICLE II. CERTAIN COVENANTS


 


2.1Distributions on Capital Stock. So long as
the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder's written consent (a) pay, declare
or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of
capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly
or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions
pursuant to any shareholders' rights plan which is approved by a majority of the Borrower's disinterested directors.


 


2.2Restriction on Stock Repurchases. So long
as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder's written consent redeem,
repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction
or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or
acquire any such shares.


 


ARTICLE III. EVENTS OF DEFAULT


 


If any of the following events of default (each, an "Event
of Default") shall occur:


 


3.1Failure to Pay Principal or Interest. The
Borrower fails to pay the principal hereof or interest thereon when due on this Note. whether at maturity, upon acceleration or
otherwise, and such breach continues for a period of five (5) days.


 


3.2Conversion
and the Shares. The Borrower fails to reserve a sufficient amount of shares of common stock as required under the terms of
this Note (including Section 1.3 of this Note)(and such breach continues for a period of five (5) days), fails to issue shares
of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise
by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its
transfer agent to transfer (issue) (electronically or in certificated form) shares of Common Stock issued to the Holder upon conversion
of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer
or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) shares
of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this
Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from
removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any shares of Common Stock
issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written
announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure
shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in
writing) for two (2) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower
to remain current in its obligations to its transfer agent. It shall he an event of default of this Note, if a conversion of this
Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder,
the Holder advances any funds to the Borrower's transfer agent in order to process a conversion, such advanced funds shall he
paid by the Borrower to the Holder within five (5) business days of a demand from the Holder. either in cash or as an addition
to the balance of the Note, and such choice of payment method is at the discretion of the Borrower.


 


 






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3.3Breach of Covenants. The Borrower breaches
any material covenant or other material term or condition contained in this Note and any collateral documents and such breach continues
for a period of ten (10) days after written notice thereof to the Borrower from the Holder.


 


3.4Breach of Representations andWarranties.Any
representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant
hereto or in connection herewith, shall be false or misleading in any material respect when made and the breach of which has (or
with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note.


 


3.5Receiver
or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply
for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such
a receiver or trustee shall otherwise he appointed.


 


3.6Judgments Any money judgment, writ or similar
process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets
for more than 550,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented
to by the Holder, which consent will not be unreasonably withheld.


 


3.7Bankruptcy. Bankruptcy, insolvency, reorganization
or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the
relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.


 


3.8Delisting of Common Stock. The Borrower shall
fail to maintain the listing or quotation of the Common Stock on the OTCQB or an equivalent replacement exchange. the Nasdaq Global
Market, the Nasdaq Capital Market. the New York Stock Exchange, or the NYSE MKT.


 


 


 






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3.9Failure to Comply with the Exchange Act. The
Borrower shall fail to comply with the reporting requirements of the Exchange Act (including but not limited to becoming late
or delinquent in its filings at any time while this Note is outstanding, even if the Borrower subsequently cures such delinquency),
and/or the Borrower shall cease to he subject to the reporting requirements of the Exchange Act.


 


3.10Liquidation.Any dissolution, liquidation,
or winding up of Borrower or any substantial portion of its business.


 


3.11Cessation of Operations. Any cessation of
operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided.
however, that any disclosure of the Borrower's ability to continue as a "going concern" shall not he an admission that
the Borrower cannot pay its debts as they become due, or any disposition or conveyance of any material asset of the Company.


 


3.12Financial Statement Restatement. The Borrower
replaces its auditor, or any restatement of any financial statements filed by the Borrower with the SEC for any date or period
from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement
would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder
with respect to this Note.


 


3.13Replacement
of Transfer Agent. In the event that the Borrower replaces its transfer agent, and the Borrower fails to provide
prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions (including but not limited
to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent
to Borrower and the Borrower.


 


3.14Cross-Default. Notwithstanding
anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the
Borrower of any covenant or other term or condition contained in any of the other financial instrument. including but
not limited to all convertible promissory notes, currently issued, or hereafter issued, by the Borrower, to the Holder or any
other 3rd party (the "Other Agreements"), after the passage of all applicable noticecure or
grace periods, shall. at the option of the Holder, he considered a default under this Note, in which event the Holder shall
be entitled to apply all rights and remedies of the Holder under the terms of this Note by reason of a default under said
Other Agreement or hereunder.


 


3.15Inside Information. Any attempt by the
Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance,
or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning
the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower's filing of a Form 8-K
pursuant to Regulation FD on that same date.


 


 






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3.16No bid. At any time while this Note is outstanding,
the lowest Trading Prices on the OTCQB or other applicable principal trading market for the Common Stock is equal to or less than
$0.0001.


 


 


Upon the occurrence
and during the continuation of any Event of Default specified in Sections 3.1, 3.2, 3.3, 3.4, 3.5. 3.6, 3.7. 3.8. 3.9, 3.10, 3.11,
3.12, 3.13. 3.14, 3.15. and/or 3.16 exercisable through the delivery of written notice to the Borrower by such Holders (the "Default
Notice"). and upon the occurrence of an livent of Default specified the remaining sections of Articles Ill, the Note shall
become immediately due and payable and (he Borrower shall pay to the Holder. in full satisfaction of its obligations hereunder,
an amount equal to 150% multiplied by  the then outstanding entire balance of the Note (including principal and accrued
and unpaid interest) plus  Default Interest, if any, plus  any amounts owed to the Holder pursuant to Sections 1.4(g)
hereof (collectively, in the aggregate of all of the above, the "Default Sum"), and all other amounts payable hereunder
shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived,
together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled
to exercise all other rights and remedies available at law or in equity.


 


If the Borrower fails
to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder
shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient
authorized shares), to require the Borrower, upon written notice. to immediately issue, in lieu of the Default Amount, the number
of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect, subject to
issuance in tranches due to the beneficial ownership limitations contained in this Note.


 


ARTICLE IV. MISCELLANEOUS


 


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


 


 






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4.2       Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (1) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, facsimile, or electronic mail 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, upon electronic mail 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 he 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 Borrower, to:


 


FBEC Worldwide, Inc.


1621 Central Ave.


Cheyenne, WY 82001 e-mail:


Info@Fbecworldwideinc.com


 


If to the Holder:


 


CROWN BRIDGE PARTNERS, LLC


1173a 2" Avenue, Suite 126


New York, NY 10065


e mail:info@crownbridgeCapital.com


 


with a copy to:


 


Laura Anthony, Esq.


Legal & Compliance. LL(


330 Clematis Street, Suite 217


West Palm Beach, FL 33401


e-mail: LAnthony@LegalandCompliance.com


 


 






    	 	13	 



     


    

 


 


4.3Amendments. This Note and any provision hereof
may only be amended by an instrument in writing signed by the Borrower and the Holder. The term "Note" and all reference
thereto, as used throughout this instrument, shall mean this instrument as originally executed. or if later amended or supplemented,
then as so amended or supplemented.


 


4.4Assignability. This Note shall be
binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors
and assigns. Each transferee of this Note must be an "accredited investor" (as defined in Rule 501(a) of the 1933
Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona
fide  margin account or other lending arrangement


 


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


 


4.6Governing Law. This Note 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 Note shall be brought only in the state
and/or federal courts of New York City, NY. The parties to this Note 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,fbrum
non conveniens. The Borrower and Holder 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 Note 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 he deemed modified to conform with such statute or rule of law.
Any such provision which may prove valid 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.


 


4.7Certain Amounts. Whenever pursuant to this
Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required
to he paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder
agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and
the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the
Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock
acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The
Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible
loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common
Stock.


 


 






    	 	14	 



     


    

 


4.8Remedies. The Borrower acknowledges that a
breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations
under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions
of this Note, that the Holder 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 Note and
to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or
other security being required.


 


4.9Prepayment.
Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay any amount outstanding under each respective
tranche of this Note, during the initial 90 day period after the Holder's funding of the respective tranche, by making a payment
to the Holder of an amount in cash equal to 135% multiplied the amount that the Borrower is prepaying, subject to the Holder's
prior written acceptance in Holder's sole discretion. Notwithstanding anything to the contrary contained in this Note, the Borrower
may prepay any amount outstanding under each respective tranche of this Note, during the 91' through 180 day period after the
Holder's funding of the respective tranche, by making a payment to the Holder of an amount in cash equal to 150% multiplied the
amount that the Borrower is prepaying, subject to the Holder's prior written acceptance in Holder's sole discretion. The Borrower
may not prepay any amount outstanding under each respective tranche of this Note after the 180th day after the Holder's funding
of the respective tranche.


 


4.10Section 3(a)(10) Transactions. If' at any
time while this Note is outstanding, the Borrower enters into a transaction structured in accordance with, based upon, or related
or pursuant to, in whole or in part. Section 3(a)(10) of the Securities Act (a "3(a)(10) Transaction"). then a liquidated
damages charge of 25% of the outstanding principal balance of this Note at that time, will be assessed and will become immediately
due and payable to the Holder. either in the form of cash payment or as an addition to the balance of the Note, as determined by
mutual agreement of the Borrower and Holder.


 


 






    	 	15	 



     


    

 


4.11Reverse Split Penalty. If at any time while
this Note is outstanding, the Borrower effectuates a reverse split with respect to the Common Stock, then a liquidated damages
charge of 15% of the outstanding principal balance of this Note at that time, will be assessed and will become immediately due
and payable to the Holder, either in the form of cash payment or as an addition to the balance of the Note, as determined by mutual
agreement of the Borrower and Holder.


 


4.12Right of
First Refusal. If at any time while this Note is outstanding, the Borrower has a bona fide offer of capital or financing from
any 3rd party, that the Borrower intends to act upon, then the Borrower must first offer such opportunity to the Holder
to provide such capital or financing to the Borrower on the same terms as each respective 3rd party's terms. Should the Holder
he unwilling or unable to provide such capital or financing to the Borrower within 10 trading clays from Holder's receipt of written
notice of the offer (the "Offer Notice") from the Borrower, then the Borrower may obtain such capital or financing from
that respective 3rd party upon the exact same terms and conditions offered by the Borrower to the Holder. which transaction must
be completed within 30 days alter the date of the Offer Notice. If the Borrower does not receive the capital or financing from
the respective 3rd party within 30 days after the date of the respective Offer Notice, then the Borrower must again
offer the capital or financing opportunity to the Holder as described above, and the process detailed above shall be repeated.
The Offer Notice must be sent via electronic mail to Info@CrownBridgeCapital.com.


 


[signature page to,follow]


 




 


 


 


 






    	 	16	 



     


    

 


 





IN WITNESS WHEREOF, Borrower has caused
this Note to he signed in its name by its duly authorized officer this February 7, 2017.


 


FBEC WORLDWIDE,
INC.


 


By: Jeffrey Greene


Name: Jeffrey Greene


Title: Chief
Executive Officer


 


 


 


 


 


 


 


 


 






    	 	17	 



     


    

 


 





EXHIBIT A -- NOTICE OF CONVERSION


 


The undersigned hereby elects
to convert $___________________________________principal amount of the Note (defined below) into that number of shares of
Common Stock to be issued pursuant to the conversion of the Note ("Common Stock") as set forth below, of FBEC
WORLDWIDE, INC., a Wyoming corporation (the "Borrower") according to the conditions of the convertible note of the
Borrower dated as of February 7, 2017 (the "Note"), as of the date written below. No fee will be
charged to the Holder for any conversion, except for transfer taxes, if any.


 


Box Checked as to applicable instructions:


 


	[_]		The Borrower shall electronically transmit the Common Stock issuable pursuant to this
Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission
system ("DWAC Transfer").



 


Name of DTC Prime Broker:

Account Number:


 


	[_]		The undersigned hereby requests that the Borrower issue a certificate or certificates
for the number or shares of Common Stock set forth below (which numbers are based on the Holder's calculation attached hereto)
in the name(s) specified immediately below or, if additional space is necessary. on an attachment hereto:



 





CROWN BRIDGE PARTNERS, LLC


1173a  2nd Avenue, Suite 126


New York. NY 10065


e-mail: Into@CrownBridgeCapital.com


 




 







	Date of Conversion:	_______
	Applicable Conversion Price	$_______
	Number of Shares of Common Stock to be Issued	
	     Pursuant to Conversion of the Notes:	_______
	Amount of Principal Balance Due remaining	
	     Under
the Note after this conversion:	_______



 


 




 


 


CROWN BRIDGE PARTNERS, LLC


 


By:_______________


Name:_____________


Title:______________


Date:_______________


 






    	 	18