Exhibit 10.3


 


PROMISSORY NOTE


 





	$260,000	September 30, 2013



  





FOR VALUE RECEIVED,
the undersigned, PCS Edventures!.Com, Inc.,
an Idaho corporation (hereinafter referred to as “Borrower”), hereby promises to pay to the order of TODD R. HACKETT,
or (his/her/its) successors and assigns, if any (hereinafter referred to as “Lender”), the principal sum of Two Hundred
and Sixty Thousand Dollars ($260,000), together with interest on the unpaid principal amount of this Promissory Note (“Note”)
at the rate of ten percent (10%) per annum in the manner and upon the terms and conditions set forth below.


 


The principal and interest
on the unpaid principal amount of this Note, or any portion thereof, shall be paid in full in cash on or before November 29,
2013. All cash payments on this Note shall be made in lawful currency of the United States at the address of the Lender, or
at such other place as the holder of this Note may designate in writing.


 


The entirety of the
$260,000 in funds provided to Borrower by Lender under this Note will be used solely for payments of the accounts payable and other
corporate purposes of Borrower as specified in a memorandum of use of funds to be approved by Borrower and Lender concurrently
with the execution of this Note.


 


Borrower shall utilize
its reasonable best interests, within the direction provided by its board of directors, to secure external funding in an amount
sufficient to cause the repayment of the principal and interest under this Loan no later than November 29, 2013. In the event Borrower
secures external funding through one or more methods or tranches, providing Borrower with net proceeds in an amount in excess of
$260,000, the entirety of this Note shall be repaid within fourteen days of receipt by Borrower of the applicable net proceeds.


 


This Note is secured
by that certain license agreement and other agreements between Borrower and Kindle Education, now Creya Learning, originally entered
into in 2011, with respect to curriculum access and in-country usage in private educational facilities, together with support and
training on an asset needed basis, as in existence from time to time (“Creya Relationship Agreements”). In connection
with the security in the Creya Relationship Agreements contemplated by the previous sentence, Borrower shall continue to perform
under those agreements, shall provide copies of all Creya Relationship Agreements (together with status updates) on an as-requested
basis, and shall be entitled to receive and use for its corporate purpose all revenues associated with the Creya Relationship Agreements,
provided that upon default or expiration of this Note, Lender shall be deemed to have a security interest in all accounts receivable
under, and all revenue paid received under, the Creya Relationship Agreements. 


 




    	 



    	 



    


The obligations of the
Borrower hereunder may be assigned by the Borrower without consent or prior notice to the Lender.


 


Upon default in the payment
of any amount due pursuant to this Note for more than ten (10) days after the due date, the Lender may, without notice, declare
the entire debt and principal amount then remaining unpaid under this Note immediately due and payable and may, without notice,
in addition to any other remedies, proceed against the Borrower to collect the unpaid principal and any interest due. Presentment
for payment, notice of dishonor, protest and notice of protest are waived by the Borrower and any and all others who may at any
time become liable or obligated for the payment of all or any part of this Note, the principal or interest due.


 


This Note may be amended
only by a written instrument executed by Lender and Borrower.


 


This Note shall be governed
by, and shall be construed and enforced in accordance with, the laws of the State of Idaho. Any legal action to enforce any obligation
of the parties to this Note shall be brought only in the District Court of the Fourth Judicial District of the State of Idaho,
in and for the County of Ada.


 


In the event of any civil
action filed or initiated between the parties to this Note or any other documents accompanying this Note, or arising from the breach
or any provision hereof, the prevailing party shall be entitled to seek from the other party all costs, damages, and expenses,
including reasonable attorney’s and paralegal’s fees, incurred by the prevailing party.


 


Dated the day and year
first above written.


 


PCS
Edventures!.Com, Inc.


 


                                                            


Robert O. Grover, CEO


PCS Edventures, Inc. 


345 Bobwhite Ct. Ste. 200


Boise, ID 83706


(Borrower)


 





                                                            



Todd Hackett


1923 Wildwood Lane


Muscatine, Iowa, 52761


(Lender)