Filed by Avantafile.com - The Pulse Beverage Corporation - Exhibit 10.13









NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE
TO THE LENDER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES")
HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
(THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST
OR PARTICIPATION THEREIN MAY
BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR
B) AN
OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER,
THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT; OR (Il) UNLESS SOLD, TRANSFERRED OR ASSIGNED
PURSUANT TO RULE
144 UNDER THE 1933
ACT.



BY ACCEPTING THIS OBLIGATION, THE LENDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED
IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT
ACTING FOR OR ON BEHALF OF A UNITES STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).


SENIOR SECURED REVOLVING
CONVERTIBLE PROMISSORY NOTE

	Issuance Date:  July 31, 2015 	US$900,000


Effective Date:  November 6, 2015

FOR VALUE
RECEIVED, THE PULSE
BEVERAGE CORPORATION, a corporation
incorporated under the laws of the State of Nevada, whose address is 11680 N.
Huron Street, Northglenn, CO 80234 (the “Borrower”), promises to pay to the order of TCA GLOBAL
CREDIT MASTER FUND,
LP (hereinafter, together
with any holder hereof, “Lender”), whose address is 3960
Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169, on or before the twelve (12) month
anniversary of the Effective Date or such later date as agreed upon after the
date hereof in a signed writing by the Lender (the “Revolving Loan
Maturity Date”), the lesser of: (i) Nine Hundred Thousand and No/100
United States Dollars (US$900,000); or (ii) the aggregate principal amount
outstanding under and pursuant to that certain Senior Secured Revolving Credit Facility
Agreement, dated as of July 31, 2015 and effective as of November 6, 2015,
executed by and between the Borrower,
as borrower, and the Lender, as lender (as amended, restated, supplemented or modified
from time to time, the “Credit Agreement”), together
with interest (computed
on the actual number of days elapsed on the basis of a 360 day year) on the aggregate principal
amount of all Revolving Loans outstanding from time
to time, as provided in the Credit
Agreement. Capitalized words and phrases
not otherwise defined herein shall have the meanings
assigned thereto in the Credit
Agreement.




This Revolving Convertible
Promissory Note (the “Note”) evidences
a portion of the aggregate Revolving Loans incurred by Borrower under and pursuant
to the Credit Agreement, to which reference is hereby made for a statement of the
terms and conditions under which the Revolving Loan Maturity Date or any payment
hereon may be accelerated. The holder of this Note is entitled to all of the benefits
and security provided for in the Loan Documents, of even date herewith. All Revolving
Loans shall be repaid by Borrower, or any person liable for the payment of this
Note, on the Revolving Loan Maturity Date, unless payable sooner pursuant to the
provisions of the Credit Agreement.

Principal and interest shall be paid to Lender as set forth in the Credit Agreement, or at
such other place as the holder of this Note shall designate in writing to Borrower. Each Revolving Loan made by Lender, and all payments
on account of the principal
and interest thereof shall be recorded
on the books and records of Lender and the principal balance
as shown on such books and records, or any copy thereof certified
by an officer of Lender,
shall be rebuttable presumptive evidence
of the principal amount owing hereunder.



Except for such notices
as may be required under the terms of the Credit Agreement, the Borrower, or any person liable for the payment of this Note, waives presentment, demand,
notice, protest, and all other demands, or notices, in connection with the delivery,
acceptance, performance, default, or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence.



Borrower shall be solely responsible for the payment
of any and all documentary stamps and other taxes applicable to the full face amount of this Note.



The Revolving
Loan evidenced hereby
has been made and/or issued and this Note has been
delivered at Lender's
main office set forth above. This Note shall be governed and construed in accordance with the laws of the State of Nevada,
in which state it shall be performed, and shall be binding upon Borrower, or any person liable for the
payment of this Note, and its legal representatives, successors, and assigns. Wherever
possible, each provision of the Credit Agreement and this Note shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of the Credit Agreement
or this Note shall be prohibited by or be invalid under such law, such
provision shall be severable, and be ineffective to the extent
of such prohibition or invalidity, without invalidating the remaining provisions of the Credit
Agreement or this Note.



Nothing herein contained,
nor in any instrument or transaction relating hereto, shall be construed or so operate
as to require the Borrower, or any person liable for the payment of this Note, to
pay interest in an amount or at a rate greater than the highest rate permissible
under applicable law. By acceptance hereof, Lender hereby warrants and represents
to Borrower that Lender has no intention of charging a usurious rate of interest.
 Should any interest or other charges paid by Borrower, or any parties liable for
the payments made pursuant to this Note result in the computation or earning of
interest in excess of the highest rate permissible under applicable law, any and
all such excess shall be and the same is hereby waived by the holder hereof. Lender
shall make adjustments in the Note or Credit Agreement, as applicable, as necessary
to ensure that Borrower will not be required to pay further interest in excess of
the



amount permitted by applicable law. All such excess shall be automatically credited
against and in reduction of the outstanding principal balance.  Any portion of such
excess which exceeds the outstanding principal balance shall be paid by the holder
hereof to the Lender and any parties liable for the payment of this Note, it being
the intent of the parties hereto that under no circumstances shall Borrower, or
any party liable for the payments hereunder, be required to pay interest in excess
of the highest rate permissible under applicable law.

THE HOLDER IS A
NON-U.S. PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE
CODE. IT IS HEREBY AGREED AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY BE
SOLD OR RESOLD ONLY TO NON­U.S. PERSONS. THE INTEREST PAYABLE HEREUNDER IS
PAYABLE ONLY OUTSIDE THE UNITED STATES. ANY U.S. PERSON WHO HOLDS THIS
OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAW.

At any time and from time to time while this Note is outstanding,
this Note may be, at the sole option of the Lender upon
an Event of Default, convertible into shares of the common stock, par value $0.00001 per share (the “Common Stock”) of Borrower, in accordance
with the terms and conditions set forth below.

(a)               
Voluntary Conversion.  At any time while this Note is outstanding, the Lender may, at its sole option upon an Event of
Default, convert all or any portion of the outstanding principal, accrued and unpaid
interest, and any other sums due and payable hereunder
or under the Credit Agreement (such total amount, the “Conversion Amount”) into shares of Common Stock of the Borrower
(the “Conversion Shares”) in an amount of shares equal to: (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent
(85%) of the lowest daily volume weighted
average price of the
Borrower's Common Stock during the five (5) Business Days immediately prior to
the Conversion Date, which price shall be  indicated in the conversion notice (in the form
attached hereto as Exhibit A, the “Conversion Notice”) (the denominator) (the “Conversion Price”). The Lender
shall submit a Conversion Notice indicating the Conversion Amount,
the number of Conversion
Shares issuable upon such conversion, and where the Conversion Shares should be delivered.

(b)                 
The Lender's Conversion Limitations. The Borrower shall not
affect any conversion of this Note, and the Lender shall not have the right to
convert any portion of this Note, to the extent that after giving effect to the
conversion set forth on the Conversion Notice submitted by the Lender, the
Lender (together with the Lender's Affiliates and any Persons acting as a group
together with the Lender or any of the Lender's Affiliates) would beneficially
own shares of Common Stock in excess of the Beneficial Ownership Limitation (as
defined herein). To ensure compliance with this restriction, prior to delivery
of any Conversion Notice, the Lender shall have the right to request that the
Borrower provide to the Lender a written statement of the percentage ownership
of the Borrower's Common Stock that would be beneficially owned by the Lender
and its Affiliates in the Borrower if the Lender converted such portion of this
Note then intended to be converted by Lender. The Borrower shall, within two
(2) Business Days of such request, provide Lender with the requested
information in a written statement, and the Lender shall be entitled to rely on
such written statement from the Borrower 



in issuing its Conversion Notice and
ensuring that its ownership of the Borrower's Common Stock is not in excess of
the “Beneficial Ownership Limitation”.  The restriction described in this Section
may be waived by Lender, in whole or in part, upon notice from the Lender to
the Borrower to increase such percentage.

For purposes
of this Note, the “Beneficial Ownership Limitation” shall be 4.99%
of the number of shares of Common
Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock issuable upon conversion of this
Note.  The limitations contained in this Section shall apply to a successor
holder of this Note.  For purposes of this
Note, “Person” means an individual, a limited liability
company, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization or a government or any department or agency thereof.



(c)               
  Mechanics of Conversion.  The conversion of this Note shall be conducted
in the following manner:

(1)                 
To convert this Note into shares
of Common Stock on any date set forth in the Conversion Notice by the Lender (the
“Conversion Date”), the Lender
shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of
the fully executed Conversion Notice to the Borrower (or, under certain circumstances
as set forth below, by delivery of the Conversion Notice to the Borrower's transfer
agent).



(2)                     
Upon receipt by the Borrower
of a copy of a Conversion Notice, the Borrower shall as soon as practicable,
but in no event later than two (2) Business Days after receipt of such
Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver)
a confirmation of receipt of such Conversion Notice (the “Conversion
Confirmation”) to the Lender indicating that the Borrower will
process such Conversion Notice in accordance with the terms herein. In the
event the Borrower fails to issue its Conversion Confirmation within said two
(2) Business Day time period, the Lender shall have the absolute and
irrevocable right and authority to deliver the fully executed Conversion Notice
to the Borrower's transfer agent, and pursuant to the terms of the Credit
Agreement, the Borrower's transfer agent shall issue the applicable Conversion
Shares to Lender as hereby provided. Within five (5) Business  Days after the
date of the Conversion Confirmation (or the date of the Conversion Notice, if
the Borrower tails to issue the Conversion Confirmation), provided that the
Borrower's transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer
agent to (or, if for any reason the Borrower fails to instruct or cause its
transfer agent to so act, then pursuant to the Credit Agreement, the Lender may
request and require the Borrower's transfer agent to) electronically transmit
the applicable Conversion Shares to which the Lender shall be entitled by
crediting the account of the Lender's prime broker with DTC through its Deposit
Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery.
In the event that the Borrower's transfer agent is not participating in the DTC
FAST program and is not otherwise DWAC eligible, within five (5) Business Days
after the date of the Conversion Confirmation (or the date of the Conversion
Notice, if the Borrower fails to issue the Conversion Confirmation), the
Borrower shall instruct and cause its transfer agent to (or, if for any reason
the Borrower fails to instruct or cause its transfer agent to so act, then
pursuant to the Credit Agreement, the Lender may request and require the
Borrower's transfer agent to) 



issue and surrender to a nationally recognized
overnight courier for delivery to the address specified in the Conversion
Notice, a certificate, registered in the name of the Lender, or its designees,
for the number of Conversion Shares to which the Lender shall be entitled. To
effect conversions hereunder, the Lender shall not be required to physically
surrender this Note to the Borrower unless the entire principal amount of this
Note, plus all accrued and unpaid interest thereon, has been so converted.
Conversions hereunder shall have the effect of lowering the outstanding principal
amount of this Note in an amount equal to the applicable Conversion Amount. The
Lender and the Borrower shall maintain records showing the principal amount(s)
converted and the date of such conversion(s). The Lender, 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.



(3)                 
The Person(s) entitled to receive the shares of Common
Stock issuable upon a conversion of this Note shall be treated for all purposes
as the record holder(s) of such shares of Common Stock as of the Conversion Date.



(4)              
If in the case of any
Conversion Notice, the certificate or certificates are not delivered to or as
directed by the Lender by the date required hereby, the Lender shall be
entitled to elect by written notice to the Borrower at any time on or before
its receipt of such certificate or certificates, to rescind such Conversion
Notice, in which event the Borrower shall promptly return to the Lender any
original  Note delivered to the Borrower and the Lender shall promptly return
to the Borrower the Common Stock certificates representing the principal amount
of this Note unsuccessfully tendered  for conversion to the Borrower.



(5)                 
The Borrower's obligations to
issue and deliver the Conversion Shares upon conversion of this Note in
accordance with the terms hereof are absolute and unconditional, irrespective
of any action or inaction by the Lender to enforce the same, any waiver or
consent with respect to any provision hereof, the recovery of any judgment
against any person or entity or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or  any breach or alleged
breach by the Lender or any other person or entity of any obligation to  the
Borrower or any violation or alleged violation of law by the Lender or any
other person or entity, and irrespective of any other circumstance which might
otherwise limit such obligation of the Borrower to the Lender in connection
with the issuance of such Conversion Shares; provided, however, that such
delivery shall not operate as a waiver by the Borrower of any such action the Borrower
may have against the Lender. In the event the Lender of this Note shall elect
to convert any or all of the outstanding principal amount hereof and accrued
but unpaid interest thereon in accordance with the terms of this Note, the
Borrower may not refuse conversion based on any claim that the Lender or anyone
associated or affiliated with the Lender has been engaged in any violation of
law, agreement or for any other reason, unless an injunction from a court, on
notice to Lender, restraining and or enjoining conversion of all or part of
this Note shall have been sought and obtained, and the Borrower posts a surety
bond for the benefit of the Lender in the amount of 150% of the outstanding
principal amount of this Note, which is subject to the injunction, which bond
shall remain in effect until the completion of arbitration/litigation of the
underlying dispute and the proceeds of which shall be payable to such Lender to
the extent it obtains judgment.  In the absence of such injunction, the Borrower shall issue Conversion Shares upon a properly noticed
conversion.  If the 



Borrower fails for any reason to deliver to the Lender
such certificate or certificates
representing Conversion Shares pursuant to timing and delivery requirements of this Note, the
Borrower shall pay to such Lender, in cash, as liquidated damages and not as
a penalty, for each $1,000 of principal amount being converted, $1.00 per day for each day after the
date by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit a Lender's right to pursue actual damages
or declare an Event of Default
pursuant to the Credit Agreement,
this Note or any agreement
securing the indebtedness under this Note for the Borrower's failure to deliver
Conversion Shares within the period specified herein and such Lender
shall have the right to pursue all remedies available
to it hereunder, at law or in equity,
including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Lender from seeking to enforce damages
pursuant to any other
Section hereof or under applicable law. Nothing herein shall prevent
the Lender from having the Conversion Shares issued directly
by the Borrower's transfer
agent in accordance with the Credit Agreement,
in the event for any reason
the Borrower fails
to issue or deliver, or cause its transfer agent to issue and
deliver, the Conversion Shares to the Lender upon exercise
of Lender's conversion
rights hereunder.



(6)                  
The issuance of certificates for
shares of the Common Stock on conversion of this Note shall be made without charge
to the Lender hereof for any documentary stamp or similar taxes, or any other issuance
or transfer fees of any nature or kind that may be payable in respect of the issue
or delivery of such certificates, any such taxes or fees, if payable, to be paid
by the Borrower.



(7)                  
Borrower shall take all action
reasonably necessary to at all times have authorized, and reserved for the
purpose of issuance, such number of shares of Common Stock as shall be
necessary to effect the full conversion of the Note in accordance with its
terms (the “Share Reserve”). 
If at any time the Share Reserve is insufficient to effect the full conversion
of the Note then outstanding, Borrower shall increase the Share Reserve
accordingly.  If Borrower does not have sufficient authorized and unissued
shares of Common Stock available to increase the Share Reserve, Borrower shall
call and hold a special meeting of the shareholders within forty-five (45) days
of such occurrence, or take action by the written consent of the holders of a
majority of the outstanding shares of Common Stock, if possible, for the sole
purpose of increasing the number of shares authorized to an amount of shares
equal to three (3) times the Conversion Shares.  Borrower’s management shall
recommend to the shareholders to vote in favor of increasing the number of
shares of Common Stock authorized.



(d)               
  Adjustments to Conversion Price.

(1)                   
If the Borrower, at any time while this Note is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common
Stock on outstanding shares of Common Stock,
(ii) subdivides outstanding shares of Common Stock into a larger
number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock
into a smaller number of shares,
or (iv) issues, in the event of a reclassification of shares of Common Stock, any
shares of capital
stock of the Borrower, then
the Conversion Price
shall be multiplied by a fraction, the numerator of which shall
be the number
of shares of Common Stock
(excluding any treasury 



shares
of the Borrower) outstanding immediately before such event,
and the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made pursuant to this Section
shall become effective immediately after the record
date for the determination of stockholders entitled
to receive such dividend or distribution and shall become
effective immediately after the effective
date in the case
of a subdivision, combination, or re-classification.



(2)                   
If, at any time while this Note is outstanding: (i) the Borrower effects
any merger or consolidation of the Borrower
with or into another Person, (ii) the Borrower
effects any sale of all or substantially all of its assets in one
transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Borrower 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 (iv) the Borrower 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 Lender shall have the right
to receive, for each Conversion
Share that would have been issuable upon such conversion immediately prior to the occurrence
of 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 (1) share of Common
 Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply
to such Alternate
Consideration based on the
amount of Alternate Consideration issuable
in respect of one (1) share of Common
Stock in such Fundamental Transaction, and the Borrower
shall apportion the Conversion 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 Lender 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 Borrower or surviving
entity in such Fundamental Transaction shall issue
to the Lender a new note consistent with the foregoing provisions and evidencing the Lender'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
Section and insuring
that this Note (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.



(3)                  
Whenever the Conversion Price is
adjusted pursuant to any provision
of this Note, the Borrower
shall promptly deliver
to Lender a notice setting forth the Conversion
Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.



(4)                  
If: (A) the Borrower shall
declare a dividend (or any other distribution in whatever form) on the Common
Stock, (B) the Borrower shall declare a special nonrecurring



cash dividend on
or a redemption of the Common Stock, (C) the Borrower shall authorize the
granting to all holders of  the Common Stock of 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 Borrower shall be required
in connection with any reclassification of the Common Stock, any 
consolidation  or merger to which the Borrower is a party, any sale or transfer
of all or substantially all of the assets of the Borrower, of any compulsory
share exchange whereby  the  Common Stock is converted into other securities,
cash or property, or (E) the Borrower shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Borrower, then, in each case, the Borrower shall cause to be filed at each office
or agency maintained for the purpose of conversion of this Note, and shall
cause to be delivered to the Lender at its last address as it shall appear upon
the Borrower's records, at least twenty (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 deliver such notice or any defect therein or in the delivery thereof
shall not affect the validity of the corporate action required to be specified
in such notice. The Lender is entitled to convert this Note during the 10-day
period commencing on the date of such notice through the effective date of the
event triggering such notice.



(e)               
  Make-Whole Rights. Upon
liquidation by the Lender of Conversion Shares issued pursuant to a Conversion
Notice, provided that the Lender realizes a net amount from such liquidation
equal to less than the Conversion Amount specified in the relevant Conversion
Notice (such net realized amount, the “Realized Amount”), the Company shall issue to the Lender
additional shares of the Company’s Common Stock equal to: (i) the Conversion
Amount specified in the relevant Conversion Notice; minus (ii) the
Realized Amount, as evidenced by a reconciliation statement from the Lender (a
“Sale Reconciliation”) showing
the Realized Amount from the sale of the Conversion Shares; divided by (iii)
the average volume weighted average price of the Company’s Common Stock during
the five (5) Business Days immediately prior to the date upon which the Lender
delivers notice (the “Make-Whole Notice”) to the Company that such additional shares are requested by the Lender
(the “Make-Whole Stock Price”)
(such number of additional shares to be issued, the “Make-Whole
Shares”). Upon receiving the Make-Whole
Notice and Sale Reconciliation evidencing the number of Make-Whole Shares
requested, the Company shall instruct its transfer agent to issue certificates
representing the Make-Whole Shares, which Make-Whole Shares shall be issued and
delivered in the same manner and within the same time frames as set forth
herein. The Make-Whole Shares, when issued, shall be deemed to be validly
issued, fully paid, and non-assessable shares of the Company’s Common Stock.
Following the sale of the Make-Whole Shares by the Lender: (i) in the event
that the Lender receives net proceeds from such sale which, when added to the
Realized Amount from the prior relevant Conversion Notice, is less than the
Conversion Amount specified in the relevant Conversion Notice, the Lender shall
deliver an additional Make-Whole Notice to the Company following the procedures
provided previously in this 



paragraph, and such procedures and the delivery of
Make-Whole Notices and issuance of Make-Whole Shares shall continue until the
Conversion Amount has been fully satisfied; and (ii) in the event that the Lender
received net proceeds from the sale of Make-Whole Shares in excess of the
Conversion Amount specified in the relevant Conversion Notice, such excess
amount shall be applied to satisfy any and all amounts owed hereunder in excess
of the Conversion Amount specified in the relevant Conversion Notice.



[-signature page
follows-]




IN WITNESS WHEREOF, the Borrower has executed this Note as of the date set forth
above.


	 	
THE PULSE
      BEVERAGE CORPORATION

 

By:
        /s/ Robert E Yates

        Name:
   Robert E. Yates

  Title:  Chief
Executive Officer    





	STATE
      OF ________________	 )
	 	) 
      SS.
	COUNTY
      OF ______________	 )


The undersigned, a Notary
Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY
that Robert E. Yates, Chief Executive Officer of The Pulse Beverage Corporation,
a Nevada corporation, who is personally known to me to be the same person whose
name is subscribed to the foregoing, appeared before me this day in person and
acknowledged that he/she signed and delivered the said instrument as his/her
own free and voluntary act and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth.


GIVEN under my hand and
notarial seal this _____ day of ________________, 20____.


                                                            ______________________________________

                                                                                      Notary
Public


                                                                        My
Commission Expires:


                                                            ______________________________________


[Signature Page to Revolving Promissory Note]





EXHIBIT A

NOTICE OF CONVERSION



The
undersigned hereby elects to convert principal and/or interest under the
Revolving Convertible Promissory Note (the “Note”) of The Pulse
Beverage Corporation, a corporation incorporated under the laws of the State of
Nevada (the “Company”), into shares of common stock, par value $0.00001
per share (the “Common Shares”), of the Company in accordance
with the conditions of the Note, as of the date written below.


Based
solely on information provided by the Company to Lender, the undersigned
represents and warrants to the Company that its ownership of the Common Shares
does not exceed the Beneficial Ownership Limitation as specified under the
Note.


	Conversion Calculations 	 
	Effective Date of Conversion: 	_________________________________________
	Principal
Amount and/or Interest to be Converted:	_________________________________________
	Number of Common Shares to be Issued: 	_________________________________________





	 	
[HOLDER] 

      By:                                                           
Name:                                                    
Title:                                                      
 Address:                                                 


                                                                   




 

4818-3390-2631, v.  1