Exhibit 10.2


 


NEITHER THE ISSUANCE NOR SALE OF [HE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR TIIE 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 (II) 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: $92,000.00	Issue Date: December 20, 2016







 


CONVERTIBLE PROMISSORY NOTE


 


FOR VALUE RECEIVED,
FBEC WORLDWIDE, INC., a Wyoming corporation (hereinafter called the "Borrower"), hereby
promises to pay to the order of L2 CAPITAL, LLC, a Kansas limited liability company, or registered
assigns (the "Holder") the principal sum of $92,000.00 (the "Principal Amount"),
together with interest at the rate of ten percent (10%) per annum, at maturity or upon acceleration or otherwise, as set forth
herein (the "Note"). The consideration to the Borrower from the Holder for this Note is $60,300.00 (the "Consideration")
in United States currency, due to an original issuance discount of $9,200.00 and a deduction of $22,500.00 for Holder's legal
fees (incurred by Holder in connection with this Note and the equity purchase agreement entered into on or around the Issue Date).
The maturity date shall be six (6) months from the Issue Date (the "Maturity Date"), and is the date upon which the
principal sum, as well as any accrued and unpaid interest and other fees, 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 the lesser of (i) twenty four percent (24%) per annum or (ii)
the maximum amount allowed by law, 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 be due by the terms of 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 he 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.


 


 






    	 	1	 



     


    

 


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 also apply to this Note:


 


ARTICLE 1. CONVERSION RIGHTS


 


1.1       Conversion
Right. The Holder shall have the right at any time on or after an Event of Default (as defined herein) occurs under the
Note, 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 of 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 9.99% 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. The number of
shares of Common Stock to be 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 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 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 (I) 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.


 


 






    	 	2	 



     


    

 


1.2       Conversion Price.


 


(a) Calculation
of Conversion Price. The Conversion Price shall be the Variable Conversion Price (as defined herein) (subject, in each case,
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
60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). "Market Price" means the
lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) 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. www.Nasdaq.com)
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
foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the
Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be 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. If at any time while this Note is outstanding,
an Event of Default (as defined herein) occurs. then an additional discount of five percent (5%) shall be factored into the Variable
Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 35%).


 


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(0(10) transaction, in which any 3rd party has the right to convert
monies owed to that 3d 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 of 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 (currently a twenty (20) Trading Day look back period as described in this Section 1.2(a) applies),
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 (I) business day of an event that
requires any adjustment described in the two immediately preceding sentences. So long as this Note is outstanding, if any security
of the Borrower contains any term more favorable to the holder of such security or with a term in favor of the holder of such
security that was not similarly provided to the Holder in this Note, then the Borrower shall notify the Molder of such additional
or more favorable term and such term, at Holder's option, shall become a part of the transaction documents with the Holder.


 


 


 






    	 	3	 



     


    

 


(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 five 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 be increased from time to time in accordance with the
Borrower's obligations hereunder. The Borrower represents that upon issuance, such shares will he 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 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.


 


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       Method 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 on or after an
Event of Default occurs under the Note, by 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.


 


 


 






    	 	4	 



     


    

 


(a)    
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.


 


(b)    
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.


 


(c)    
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 three (3) 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.


 


(d) 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 be 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 the same, any failure or delay in the enforcement of any other obligation of the
Borrower to 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.


 


 


 






    	 	5	 



     


    

 


(e) 
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.


 


(f)   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 to the Holder $2,000 per day in
cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (unless such failure results from
war, acts of terrorism. an epidemic, or natural disaster). 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.


 


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 arc 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 he 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 are 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 bear a legend substantially in the following form, as appropriate:


 


 






    	 	6	 



     


    

 


"NEITHER THE 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 (II) 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."


 


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.


 


1.5       Trading
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 9.99% 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.


 


 






    	 	7	 



     


    

 


1.6      Status as
Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) 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 Holder
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.


 


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.


 


 


 






    	 	8	 



     


    

 


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 from the time the Borrower
should have known about the breach), 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 three (3) 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 be paid by the Borrower to the Holder within five (5) business days, 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.


 


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 five (5) days after written notice thereof to the Borrower from the Holder or after ten (10) days
after the Borrower should have been aware of the breach.


 


 






    	 	9	 



     


    

 


3.4Breach
of Representations and Warranties.Any representation or warranty or 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 be 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 $300,000, and shall remain unvacated, unbonded or unstayed for a period of ten (10) 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.


 


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
delinquent in its filings), and/or the Borrower shall cease to be 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.


 


 






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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.


 


3.13Reverse Splits. The Borrower effectuates
a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.


 


3.14Replacement 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.


 


3.15Cross-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 (the
"Other Agreements"), after the passage of all applicable notice and cure or grace periods, shall, at the option of
the Holder, be 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.


 


3.16Inside 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.


 


3.17No bid. At any time while this Note is
outstanding, the lowest Trading Prices 00 the OTCQB or other applicable principal trading market for the Common Stock is
equal to or less than $0.0001.


 


3.18No shop. So long as this Note is
outstanding, the Borrower shall not enter into any transaction or arrangement with any party other than the Holder,
structured in accordance with. based upon, or related or pursuant to, in whole or in part, Section 3(a)(9) of the Securities
Act (a "3(a)(9) Transaction"), without prior written consent of the Holder.


 


 






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3.19Failure to Repay Upon Qualified Offering.
The Borrower fails to repay the Note, in its entirety, pursuant to the terms of the Note, with funds received from its next
completed offering of $2,000,000.00 or more (consummated on or after the Issue Date).


 


UPON THE
OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY
DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, TN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL
TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of
any Event of Default specified in Sections 3.1. 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, 3.16,
and/or 3.17 exercisable through the delivery of written notice to the Borrower by such Holder (the "Default
Notice"), the Note shall become immediately due and payable and the Borrower shall pay to the Holder. in full
satisfaction of its obligations hereunder, an amount equal to I 25°A) 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 arc 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.


 


4.2Notices. All notices, demands, requests,
consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) 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 he 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 be
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:


 


 






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If to the Borrower, to:


 


FBEC WORLDWIDE. INC.


1621 Central Ave.


Cheyenne, WY 82001


e-mail: Intivd@fbecworldwide.com


 


 


If to the Holder:


 


L2 CAPITAL, LLC


8900 State Line Rd., Suite 410


Leawood. KS 66206


e-mail: aciatilltw@capital.com


 


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 Kansas 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 Johnson County, Kansas. 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 forum 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 lees 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 be deemed
modified to conform with such statute or rule of law. Any such provision which may prove invalid 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 fin- 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 he deemed to limit in any way any right to serve process in any other manner permitted by law.


 


 






    	 	13	 



     


    

 


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 be 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.


 


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 this
Note, at any time during the initial 60 day period from the Issue Date, by making a payment to the Holder of an amount in
cash equal to 120% multiplied the amount that the Borrower is prepaying. Notwithstanding anything to the contrary contained
in this Note, the Borrower may prepay any amount outstanding under this Note, at any time on or after the 61st 
day from the Issue Date, by making a payment to the Holder or an amount in cash equal to 130% multiplied the amount that the
Borrower is prepaying. In order to prepay this Note, the Borrower shall provide notice to the Holder ten (10) business days
prior to such respective prepayment date, and the Holder must receive such prepayment within twelve (12) business days of the
Holder's receipt of the respective prepayment notice. but not sooner than ten (10) business days from the date of notice (the
"Prepayment Period"). The Holder may convert the Note in whole or in part at any time during the Prepayment
Period.


 


 


 






    	 	14	 



     


    

 


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 100% 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, an addition to the balance of the
Note, or a combination of both forms of payment. as determined by the Holder.


 


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 30% 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 an addition
to the balance of the Note, or a combination of both forms of payment. as determined by the Holder.


 


4.12Restriction on Section 3(a)(9)
Transactions. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement with
any party other than the Holder, structured in accordance with, based upon, or related or pursuant to, in whole or in part,
Section 3(a)(9) of the Securities Act (a "3(a)(9) Transaction"), without prior written consent of the Holder. In
the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction while
this Note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less
than 515.000, will be assessed and will become immediately due and payable to the Holder at its election in the form of cash
payment or addition to the balance of this Note.


 


4.13Piggyback
Registration Rights. The Borrower shall include on the next registration statement the Borrower files with SEC (or on the
subsequent registration statement if such registration statement is withdrawn), except with respect to the Borrower's next
underwritten public offering, all shares issuable upon conversion of this Note. Failure to do so will result in liquidated
damages of 25% of the outstanding principal balance of this Note, but not less than S 15,000, being immediately due and
payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.


 


 


 


 






    	 	15	 



     


    

 


 


IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name by its duly authorized officer this December 20, 2016.


 


 


FBEC WORLDWIDE,
INC.


 


By: Jeffrey Greene


Name: Jeffrey Greene


Title: Chief
Executive Officer


 




 


 






    	 	16	 



     


    

 


 





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 December 20, 2016 (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:



 


L2 CAPITAL. LLC


8900 State Line Rd., Suite 410


Leawood, KS 66206


e-mail: adamudt@l2capital.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:	_______



 


 




 


 


L2 CAPITAL, LLC


 


By:_______________


Name:_____________


Title:______________


Date:_______________


 






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