Exhibit 10.1


 


ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE


 


	Face Amount: $30,000.00	July 8, 2015
	Purchase Price: $25,000.00	 


 


FOR VALUE RECEIVED,
FBEC Worldwide, Inc., a Wyoming corporation (the "Maker or Company"), with its principal offices located at 1621
Central Avenue, Cheyenne, WY 95975 promises to pay to the order of BEAUFORT CAPITAL PARTNERS LLC, or its registered assigns (the
"Payee"), upon the terms set forth below, the principal amount of Twenty Five Thousand Dollars ($25,000.00) (this
"Note").


 


1.       Payments.


 


(a)       The
purchase price ($25,000.00) of this Note shall be due on January 8, 2016 or such later date as is agreed to in writing by the
Payee (the "Maturity Date"), unless due earlier in accordance with the terms of this Note (see Section c below).


 


(b)       All
overdue unpaid principal to be paid hereunder shall entail a late fee at the rate of 12% per annum (or such lower maximum amount
of interest permitted to be charged under applicable law) which will accrue daily, from the date such principal is due hereunder
through and including the date of payment.


 


(c)       Absent
the occurrence of an Event of Default (unless such Event of Default is waived in writing by the Payee), the Maker may prepay this
Note for a net payment of $30,000.00 at any time prior to October 8, 2015. If the $30,000.00 is not pre-paid by October 8, 2015,
payee has the right to refuse any further payments and choose to convert this note when it has matures 90 days after the prepayment
date.


 


2. Payment Schedule.


 


(a) Schedule:
Payments will be made to the Company upon written proof that the transfer agent and corporate attorney have been paid. Beaufort
will make payments to these entities and deduct from the $25,000.00 to the Company if these entities are owed monies over $500
as of July 8, 2015 . Payments shall be released in accordance to the enclosed Disbursement Memorandum. Subsequent payments may
be subject to termination upon forty five (45) days' written notice to the Company.


 


3.       Events of Default.


 


(a)       "Event
of Default", wherever used herein, means any one of the following events (whatever the reason and whether it shall be
voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body):


 




 


 






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(i)[Intentionally
omitted];


 


(iii)       Maker
or any of its subsidiaries shall fail to observe or perform any of their respective obligations owed to Payee under this Note or
any other covenant, agreement, representation or warranty contained in, or otherwise commit any breach hereunder or in any other
agreement executed in connection herewith and such failure or breach shall not have been remedied within ten days after the date
on which notice of such failure or breach shall have been delivered;


 


(iv)       Maker
or any of its subsidiaries shall commence, or there shall be commenced against Maker or any subsidiary, a case under any applicable
bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or Maker or any subsidiary commences any
other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction whether now or hereafter in effect relating to Maker or any subsidiary, or there is commenced
against Maker or any subsidiary any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60
days; or Maker or any subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding is entered; or Maker or any subsidiary suffers any appointment of any custodian or the like for it or any substantial
part of its property which continues undischarged or unstayed for a period of 60 days; or Maker or any subsidiary makes a general
assignment for the benefit of creditors; or Maker or any subsidiary shall call a meeting of its creditors with a view to arranging
a composition, adjustment or restructuring of its debts; or Maker or any subsidiary shall by any act or failure to act expressly
indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by Maker
or any subsidiary for the purpose of effecting any of the foregoing;


 


(v)       Maker
or any subsidiary shall default in any of its respective obligations under any other note or any mortgage, credit agreement or
other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there
may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement
of Maker or any subsidiary, whether such indebtedness now exists or shall hereafter be created and such default shall result in
such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;
or


 


(vi)       Maker
shall (a) be a party to any Change of Control Transaction (as defined below), (b) agree to sell or dispose all or in excess of
33% of its assets in one or more transactions (whether or not such sale would constitute a Change of Control Transaction), (c)
redeem or repurchase more than a de minimis number of shares of Common Stock or other equity securities of Maker or (d)
make any distribution or declare or pay any dividends (in cash or other property, other than common stock) on, or purchase, acquire,
redeem, or retire any of Maker's capital stock, of any class, whether now or hereafter outstanding. "Change of Control
Transaction" means the occurrence of any of: (i) an acquisition after the date hereof by an individual or legal entity
or "group" (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of effective
control (whether through legal or beneficial ownership of capital stock of Maker, by contract or otherwise) of in excess of 33%
of the voting securities of Maker, (ii) a replacement at one time or over time of more than one-half of the members of Maker's
board of directors which is not approved by a majority of those individuals who are members of the board of directors on the date
hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board
of directors was approved by a majority of the members of the board of directors who are members on the date hereof), (iii) the
merger of Maker with or into another entity that is not wholly-owned by Maker, consolidation or sale of 33% or more of the assets
of Maker in one or a series of related transactions, or (iv) the execution by Maker of an agreement to which Maker is a party
or by which it is bound, providing for any of the events set forth above in (i), (ii) or (iii).


 






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(vii) Failure to complete the preparation
and filing of the financial statements with the SEC. Beaufort MUST be notified 7 business days ahead of failure to complete the
preparation and filing of the financial statements with the SEC in a timely manner.


 


(b) If any Event of Default occurs (unless
such Event of Default is waived in writing by the Payee), the full principal amount of this Note shall become, at the Payee's election,
immediately due and payable in cash. Commencing 5 days after the occurrence of any Event of Default that results in the acceleration
of this Note, the interest rate on this Note shall accrue at the rate of 10% per annum, or such lower maximum amount of interest
permitted to be charged under applicable law. The Payee need not provide and Maker hereby waives any presentment, demand, protest
or other notice of any kind, and the Payee may immediately and without expiration of any grace period enforce any and all of its
rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and
annulled by Payee at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.


 


 4. Conversion.


 


	(a) (i)		Holder's Conversion Right. At any time after the Maturity Date until this Note is
no longer outstanding, this Note, including interest and principal, shall be convertible into shares at a 35% discount to the
lowest intraday trading price within the Fifteen (15) trading days prior to a Conversion Notice submitted to the Issuer's Transfer
Agent.



 


The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion
attached hereto as Annex A (a "Notice of Conversion"), specifying the date on which such conversion is to be
effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date
shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not
be required to physically surrender Notes to the Company until the entire amount of this Note has been satisfied. The Company
shall deliver any objection to any Notice of Conversion within TWO (2) Business Days of receipt of such notice. In the event
of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest
error. If the Company does not request the issuance of the shares underlying this Note after receipt of a Notice of
Conversion within TWO (2) Business days following the period allowed for any objection, the Company shall be responsible for
any differential in the value of the converted shares underlying this Note between the value of the closing price on the date
the shares should have been delivered and the date the shares are delivered. In addition, if the Company fails to timely
(within 72 hours, 3 business days), deliver the shares per the instructions of the Payee, if permitted under Rule 144 of the
rules and regulations of the Securities and Exchange Commission, free and clear of all legends in legal free trading form,
the Company shall allow Payee to add two (2) days to the look-back (the mechanism used to obtain the conversion price along
with discount) for each day the Company fails to timely (within 72 hours, 3 business days) deliver shares, on the next
conversion.


 


 






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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 may be less than the amount stated on the face
hereof. Any Opinion Letter required to effectuate the issuance of the shares pursuant to this Paragraph4 (a) and the Notice of
Conversion shall be provided and issued by BEAUFORT CAPITAL PARTNERS LLC. The parties hereby agree that the Payee will cover all
reasonable legal costs associated with the issuance of the Opinion Letter to the Transfer Agent.


 


(ii)       [Intentionally
omitted]


 


(iii)       Whenever
the Set Price is adjusted pursuant to any of Section 4, the Company shall promptly mail to each Holder a notice setting forth the
Set Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


(iv)       If
(A) the Company shall declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a
special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to
all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or
of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Company; then, in each case, the Company shall cause to be filed at each office or agency
maintained for the purpose of conversion of the Notes, and shall cause to be mailed to the Holders at their last addresses as
they shall appear upon the stock books of the Company, at least 20 calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the
Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided, that the failure to mail such notice or any defect therein
or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.
Holders are entitled to convert Notes during the 20-day period commencing the date of such notice to the effective date of
the event triggering such notice. of the corporate action required to be specified in such notice. Holders are entitled to
convert Notes during the 20-day period commencing the date of such notice to the effective date of the event triggering
such notice.


 


 






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(v)       If,
at any time while this Note is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another
Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,
(C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property (in any such case, a "Fundamental Transaction"), then upon any subsequent conversion
of this Note, the Holder shall have the right to receive, for each Underlying Share that would have been issuable upon such conversion
absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to
receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of one share of Common Stock (the "Alternate Consideration"). For purposes of any such conversion, the determination
of the Set Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Set Price
among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate consideration it receives upon any conversion of
this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor
to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new note consistent with the foregoing
provisions and evidencing the Holder's right to convert such note into Alternate Consideration. The terms of any agreement pursuant
to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with
the provisions of this paragraph and insuring that this Note (or any such replacement security) will be similarly adjusted upon
any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change
of Control Transaction, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction,
the Company (or any such successor or surviving entity) will purchase the Note from the Holder for a purchase price, payable in
cash within 5 trading days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the
200% of the remaining unconverted principal amount of this Note on the date of such request, plus all accrued and unpaid interest
thereon, plus all other accrued and unpaid amounts due hereunder.


 


(b)       The
Company covenants that it will at all times; reserve and keep available out of its authorized and unissued shares of Common Stock
solely for the purpose of issuance upon conversion of this Note.


 


(c)       Any
and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, sent by a nationally
recognized overnight courier service, addressed to the Company, at the address set forth or such other address or facsimile
number as the Company may specify for such purposes by notice to the Holders delivered in accordance with this Section. Any
and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and
delivered personally, by facsimile, sent by a nationally recognized overnight courier service addressed to each Holder at the
facsimile telephone number or address of such Holder appearing on the books of the Company, or if no such facsimile telephone
number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 5:30 p.m. (New
York City time), (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile at
the facsimile telephone number specified in this Section later than 5:30 p.m. (New York City time) on any date and earlier
than 11:59 p.m. (New York City time) on such date, (iii) the second Business Day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to
be given.


 


 






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(d)       Notwithstanding
anything to the contrary herein contained, the Holder may not convert this Note to the extent such conversion would result in the
Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules promulgated thereunder) in excess of 10% of the then
issued and outstanding shares of Common Stock, including shares issuable upon such conversion and held by the Holder after application
of this section. The provisions of this section may be waived by the Holder (but only as to itself and not to any other Holder)
upon not less than 61 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.


 


5.       Negative
Covenants. So long as any portion of this Note is outstanding, the Maker will not and will not permit any of its Subsidiaries
to directly or indirectly, unless consented to in writing by the Payee:


 


i. amend its certificate of incorporation,
bylaws or other charter documents so as to adversely affect any rights of the Payee;


 


6.       No
Waiver of Payee's Rights. All payments of principal and interest shall be made without setoff, deduction or counterclaim.
No delay or failure on the part of the Payee in exercising any of its options, powers or rights, nor any partial or single exercise
of its options, powers or rights shall constitute a waiver thereof or of any other option, power or right, and no waiver on the
part of the Payee of any of its options, powers or rights shall constitute a waiver of any other option, power or right. Maker
hereby waives presentment of payment, protest, and all notices or demands in connection with the delivery, acceptance, performance,
default or endorsement of this Note. Acceptance by the Payee of less than the full amount due and payable hereunder shall in no
way limit the right of the Payee to require full payment of all sums due and payable hereunder in accordance with the terms hereof.


 


7.       Modifications.
No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by
the party to be bound thereby.


 


8.       Cumulative
Rights and Remedies; Usury. The rights and
remedies of Payee expressed herein are cumulative and not exclusive of any rights and remedies otherwise available under
this. The election of Payee to avail itself of any one or more remedies shall not be a bar to any other available remedies,
which Maker agrees Payee may take from time to time. If it shall be found that any interest due hereunder shall violate
applicable laws governing usury, the applicable rate of interest due hereunder shall be reduced to the maximum permitted rate
of interest under such law.


 


 






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9.       Use
of Proceeds. Maker shall use the proceeds from this Note hereunder for general working capital purposes.


 


10.       Collection
Expenses. If Payee shall commence an action or proceeding to enforce this Note, then Maker shall reimburse Payee for its costs
of collection and reasonable attorney's fees incurred with the investigation, preparation and prosecution of such action or proceeding.


 


11.Severability.If
any provision of this Note is declared by a court of competent jurisdiction to be in any way invalid, illegal or unenforceable,
the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount
deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall
automatically be lowered to equal the maximum permitted rate of interest.


 


12.       Successors
and Assigns. This Note shall be binding upon Maker and its successors and shall inure to the benefit of the Payee and its
successors and assigns. The term "Payee" as used herein, shall also include any endorsee, assignee or other holder of
this Note.


 


13.       Lost
or Stolen Promissory Note. If this Note is lost, stolen, mutilated or otherwise destroyed, Maker shall execute and deliver
to the Payee a new promissory note containing the same terms, and in the same form, as this Note. In such event, Maker may require
the Payee to deliver to Maker an affidavit of lost instrument and customary indemnity in respect thereof as a condition to the
delivery of any such new promissory note.


 


14.       Due
Authorization. This Note has been duly authorized, executed and delivered by Maker and is the legal obligation of Maker, enforceable
against Maker in accordance with its terms except as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally. No consent
of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental
authority, bureau or agency is required in connection with the execution, delivery or performance by the Maker, or the validity
or enforceability of this Note other than such as have been met or obtained. The execution, delivery and performance of this Note
and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto or
the securities issuable upon conversion of this Note will not violate any provision of any existing law or regulation or any order
or decree of any court, regulatory body or administrative agency or the certificate of incorporation or by-laws of the Maker or
any mortgage, indenture, contract or other agreement to which the Maker is a party or by which the Maker or any property or assets
of the Maker may be bound.


 


15.       Governing
Law. All questions concerning the construction,
validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal
laws of the State of New York, without regard to the principles of conflicts of law thereof. Each of Maker and Payee agree
that all legal proceedings concerning the interpretations, enforcement and defense of this Note shall be commenced in the state
and federal courts sitting in the City of New York, Borough of Manhattan (the "New York Courts"). Each of Maker
and Payee hereby irrevocably submit to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder
(including with respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is improper. Each of Maker and Payee hereby irrevocably waive personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to the other at the address in effect for notices to it under this Note 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 manner permitted by law. Each of Maker and Payee hereby irrevocably waive, to the
fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Note or the transactions contemplated hereby.


 


 






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16.       Notice.
Any and all notices or other communications or deliveries to be provided by the Payee hereunder, including, without limitation,
any conversion notice, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier
service or sent by certified or registered mail, postage prepaid, addressed to the Maker, or such other address or facsimile number
as the Maker may specify for such purposes by notice to the Payee delivered in accordance with this paragraph. Any and all notices
or other communications or deliveries to be provided by the Maker hereunder shall be in writing and delivered personally, by facsimile,
sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to
the Payee at the address of the Payee appearing on the books of the Maker, or if no such address appears, at the principal place
of business of the Payee. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the
earliest of (i) the date of transmission if delivered by hand or by telecopy that has been confirmed as received by 5:00 p.m. on
a business day, (ii) one business day after being sent by nationally recognized overnight courier or received by telecopy after
5:00 p.m. on any day, or (iii) five business days after being sent by certified or registered mail, postage and charges prepaid,
return receipt requested.


 


17.       Equity
Blocker. The Holder shall not convert this debenture into shares of common stock in an amount greater than 5% (10% if the
Company is not a fully reporting company under the Securities Exchange Act of 1934 ("Non-Reporting") of the total issued
and outstanding shares of common stock of the Company, at any time during the term of this Debenture. Any attempt to do so by
the Holder or Payee shall not be effectuated. The calculation of the Holder's 5% holding shall include any and all shares of common
stock beneficially held by the Holder at such time or within the next 60 days.


 


 


 


 






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Exhibit A


 





NOTICE
OF CONVERSION


 


The undersigned hereby elects to convert
principal under the Original Issue Discount Secured Promissory   Note of FBEC Worldwide, Inc. (the "Company") dated
07/08/2015 into shares of common stock (the "Common Stock") according to the conditions hereof, 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 a reasonable transfer
expense payable with respect thereto. No fee will be charged to the Payee for any conversion, except for such transfer expense,
if any.


 


Conversion calculations:


 


Company Name: FBEC Worldwide, Inc.


Date to Effect Conversion:___/___/___/


 


Conversion
Price: At any time after the Maturity Date until this Note is no longer outstanding, this Note,
including interest and principal, shall be convertible into shares at a 35% discount to the lowest intraday trading
price within the Fifteen (15) trading days prior to a Conversion Notice submitted to the Issuer's Transfer Agent.


 


Principal Amount of Agreement to be converted: $_____________________


 


Interest Amount of Agreement to be converted: $______________________


 


Number of shares of Common Stock to be issued:_____________________


 


Principal to Remain: $_________________________


 


By:___________________________

Name: ROBERT MARINO

Title: MANAGING MEMBER


 


BEAUFORT CAPITAL PARTNERS LLC

660 White Plains Rd, Suite 455


Tarrytown, NY 10591


 




 


 






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