EXHIBIT
10.1


 


PROMISSORY
NOTE


 


	$200,000	 	Las
    Vegas, Nevada
	Maturity:
    January 1, 2024	 	December
    29, 2021


 


FOR
VALUE RECEIVED, OWP VENTURES, INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of Dr. Kenneth
Perego, II, M.D. (the “Payee”), with an address at 228 Riverside Lane, Natchez, LA 71456, upon Maturity at January 1, 2024,
the principal sum of TWO HUNDRED THOUSAND DOLLARS ($200,000), together with all interest that has accrued thereon from the date hereof
in accordance with the terms of this Promissory Note (this “Note”).


 


The
outstanding principal amount of this Note shall bear interest at a rate of eight percent (8%) per annum, based on a year of 365 or 366
days, as applicable, for the number of days actually elapsed, until the date on which the last payment of principal and interest under
this Note shall have been paid.


 


This
Note may be prepaid, in whole or in part, at any time or from time to time, without premium or penalty. All payments made on this Note
shall be applied first to interest accrued to the date of the payment, then to other amounts which may then be due hereunder (other than
principal), and then to the outstanding principal amount of this Note.


 


All
payments or prepayments of principal and interest and other sums due pursuant to this Note shall be made by check to Payee at its address
set forth above, or in immediately available funds by wire transfer to Payee’s account at such bank as Payee shall have previously
designated to Borrower.


 


Whenever
any payment to be made hereunder shall be due on a Saturday, Sunday or public holiday under the laws of the State of Nevada, such payment
may be made on the next succeeding business day and such extension of time shall be included in the computation of payment of interest
hereunder.


 




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Borrower
hereby waives presentment, demand for payment, notice of dishonor, protest and notice of protest of this Note. No waiver of any provision
of this Note, or any agreement or instrument evidencing or providing security for this Note, made by agreement of Payee and any other
person or party, shall constitute a waiver of any other terms hereof, or otherwise release or discharge the liability of Borrower under
this Note. No failure to exercise and no delay in exercising, on the part of Payee, any right, power or privilege under this Note shall
operate as a waiver thereof nor shall simple or partial exercise of any right, power or privilege preclude any other or further exercise
thereof, or the exercise of any other power, right or privilege. The rights and remedies herein provided are cumulative and are not exclusive
of any rights or remedies provided by law.


 


Any
provision of this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


This
Note is governed by and to be construed in accordance with the laws of the State of Nevada without regard to its doctrine of conflict
of laws. Borrower, by its execution hereof (i) agrees that any legal suit, action or proceeding arising from or related to this Note
may be instituted in a state or federal court located in the State of Nevada; (ii) waives any objection which it may now or hereafter
have to the laying of venue of any such suit, action or proceeding; and (iii) irrevocably submits to the jurisdiction of any such court
in any such suit, action or proceeding.


 


	 	OWP
    VENTURES, INC.
	 	 
	 	By:	/s/
    Isiah L. Thomas, III
	 	Name:	Isiah
    L. Thomas, III
	 	Title:	Chief
    Executive Officer


 




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