Exhibit 10.1


 





NEITHER
THIS NOTE
NOR THE SECURITIES
INTO WHICH THIS
NOTE IS CONVERTIBLE
HAVE BEEN REGISTERED
UNDER THE
SECURITIES
ACT OF 1933, AS
AMENDED
(THE “ACT”)
OR ANY STATE
SECURITIES LAWS AND
NEITHER THIS
NOTE NOR ANY
INTEREST
THEREIN
NOR THE SECURITIES
INTO WHICH THIS NOTE
IS CONVERTIBLE
MAY BE OFFERED,
SOLD, TRANSFERRED,
PLEDGED
OR OTHERWISE
DISPOSED OF EXCEPT
PURSUANT
TO AN EFFECTIVE
REGISTRATION
STATEMENT
UNDER SUCH
ACT AND
SUCH
LAWS OR
AN EXEMPTION FROM
REGISTRATION
UNDER SUCH ACT
AND SUCH LAWS.


 


 


 


CONVERTIBLE
PROMISSORY
NOTE


 





	Principal Amount: $45,000.00	Issue Date: June 2 , 2015
	 	Maturity Date: June 2 , 2016






 


 


 


For
good and
valuable
consideration,
National Automation
Services, Inc.,
a Nevada
corporation
(“Maker”),
hereby
makes
and delivers
this Promissory
Note (this
“Note”)
in favor of
Blackbridge
Capital,
LLC, or
its assigns
(“Holder”),
and hereby
agrees
as follows:


 


ARTICLE
I.


PRINCIPAL
AND INTEREST


 


Section
1.1             For value
received,
Maker
promises
to pay
to Holder
at such
place
as Holder
or its
assigns
may designate
in writing,
in currently
available
funds of
the United States,
the Principal
Amount of Forty-Five
Thousand
Dollars. Maker’s
obligation
under this Note shall accrue
interest
at the rate of five
percent
(5%) per
annum from the date
hereof until
paid in full. Interest
shall be computed
on the basis of a 365-day
year or 366-day
year, as
applicable,
and actual
days lapsed.
Accrual
of interest
shall commence
on the first
business day
to occur
after
the Issue Date
and continue
until payment
in full of the Principal
Amount has been made
or duly provided
for.


 


Section
1.2


 


 


a.        All
payments shall be applied first to interest, then to principal and shall be credited to the Maker's account on the date that such
payment is physically received by the Holder.


 


b.        All
principal and accrued interest then outstanding shall be due and payable by the Maker to the Holder on or before June 2 , 2016
(the “Maturity Date”).


 


c.       Maker
shall have no right to prepay all or any part of the principal under this Note.


 






    1


     

    

 


 


d.        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 Maker
and will
not impose
personal liability
upon the holder thereof.


 


Section
1.3           This  Note  is 
issued 
in  exchange
 solely for 
Holder’s 
surrender
 of  the Convertible
Notes previously
issued
by Maker,
and
subsequently acquired
by Holder,
as specifically
listed on
Schedule
A hereto,
each
of which
represents
amounts
due and owing
by Maker
to the original holder
thereof as
of at least six (6) months
prior to the date of this
Note, and for
no other consideration
from Holder. All obligations
of Maker to Holder,
as represented
in the Convertible
Notes listed
in Schedule
A hereto,
are replaced
and superseded
in their entirety
by the terms
of this Note.


 


THE
PRINCIPAL
SUM
DUE TO HOLDER
SHALL BE PRORATED
BASED ON THE AMOUNT OF
NOTES
PREVIOUSLY ISSUED
BY MAKER, AS
SPECIFICALLY
LISTED ON SCHEDULE
A HERETO,
THAT ARE
ACTUALLY PURCHASED
BY HOLDER, SUCH THAT THE
MAKER IS ONLY REQUIRED


TO REPAY
THAT AMOUNT OF DEBT
PURSUANT
TO THIS
NOTE.


 


ARTICLE
II.


CONVERSION
RIGHTS;
CONVERSION PRICE


 


Section
2.1             Conversion.
The Holder
or its
assigns
shall
have the
right, from
time to time,
commencing
on the
Issuance
Date
of this Note,
to convert
any part
of the outstanding
interest
or Principal
Amount of this
Note into
fully paid
and non-assessable
shares of Common
Stock
of the Maker
(the “Notice
Shares”)
at the
Conversion Price
determined
as provided
herein.
Promptly
after
delivery
to Maker of
a Notice
of Conversion
of Convertible
Note in the
forms attached
hereto
as Exhibit
1, or
any other
form provided
by the Holder,
properly
completed
and duly
executed
by the
Holder or its assigns
(a “Conversion
Notice”),
the Maker
shall issue and
deliver
to or upon the
order of the
Holder that
number of shares
of Common
Stock for the
that portion of
this Note
to be converted
as shall be determined
in accordance
herewith.


 


No
fraction
of a share
or scrip
representing
a fraction
of a share
will be issued
on conversion, but the
number of
shares issuable
shall
be rounded to the
nearest
whole share. The
date on
which Notice
of Conversion
is given
(the “Conversion
Date”)
shall
be deemed to
be the date
on which
the Holder
faxes,
mails or emails
the Notice of Conversion
duly executed
to the Maker.
 Certificates
representing
Common Stock
upon conversion
will be delivered
to the Holder
within two
(2) trading
days from
the date
the Notice of Conversion
is delivered
to the
Maker. 
Delivery
of shares
upon conversion
shall be made
to the address
specified
by the Holder
or its assigns
in the Notice
of Conversion.


 






    2


     

    

 


Section 2.2.
      Conversion Price. Upon any conversion of this Note, the Conversion Price shall equal to Sixty Percent
(60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall
be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any
conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price.


 


On the date that a Conversion
Notice is delivered to Holder, the Company shall deliver an estimated number of shares (“Estimated Shares”) to Holder’s
brokerage account equal to the Conversion Amount divided by the product of (i)  Sixty Percent (60%) and (ii) the lowest trading
price in the forty trading days prior to the day the Holder requests conversion.


 


The “Valuation Period”
shall mean forty (40) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in
Holder’s brokerage account, as reported by Holder (“Valuation Start Date”). If at any time, one or multiple
times, during the Valuation Period the sum of Estimated Shares and Additional Shares already delivered to Holder is less than
the Notice Shares, the company must immediately deliver enough shares equal to the difference (“Additional Shares”).
A Conversion Amount will not be considered fully converted until the end of the Valuation Period for that Conversion Amount, as
decreases in the Conversion Price would require the issuance of more Additional Shares, and thereby the issuance of more Notice
Shares.


 


“Trading Price”
means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”)
as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg)
or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities
exchange or trading market where such  security is  listed  or  traded.  “Trading  Day”  shall  mean  any day  on
 which  the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities
market on which the Common Stock is then being traded.


 


Section
2.3.          Reorganization,
Reclassification,
Merger,
Consolidation or Disposition of
Assets.  In case
the Maker
shall reorganize
its capital,
reclassify
its capital
stock, consolidate or merge
with or into another corporation
(where the Maker
is not the surviving corporation
or where there
is a change
in or distribution
with respect
to the Common
Stock of the Maker), or
sell, transfer
or otherwise dispose of all or
substantially all its
property, assets or
business to another corporation and, pursuant
to the terms
of such reorganization,
reclassification,
merger, consolidation  or
disposition  of assets,
shares of common
stock of the successor or acquiring corporation,
or any cash, shares
of stock or other securities
or property of any nature whatsoever
(including warrants
or other subscription or
purchase
rights) in addition
to or in lieu
of common
stock of the successor or acquiring corporation (“Other Property”), are
to be received by or
distributed to the holders
of Common Stock of the Maker,
then Holder shall have the right thereafter
to receive,
upon conversion of
this Note, the number of
shares
of common
stock of the successor or acquiring corporation
or of the Maker,
if it is the surviving corporation, and Other Property
receivable upon or as a result of such reorganization,
reclassification,
merger, consolidation
or disposition of assets by
a holder of the number of shares of Common Stock
into which
this Note is convertible immediately prior to such event. In case of any
such reorganization,
reclassification,
merger, consolidation or
disposition of assets, the
successor
or acquiring corporation
(if other than
the Maker) shall expressly assume the due and punctual
observance and
performance of each and every covenant and condition
of this Note to be performed and
observed by the Maker and all
the obligations and liabilities
hereunder,
subject to such modifications as may be
deemed appropriate (as
determined
in good faith by
resolution of the Board
of Directors
of the Maker) in order to
provide for adjustments
of the number of shares
of common stock  into  which  this  Note  is  convertible  which  shall  be  as  nearly equivalent  as
practicable
to the adjustments provided
for in this Section
2.3(a). For purposes
of this Section
2.3(a), “common stock of the successor or acquiring corporation”
shall include stock of such corporation
of any class
which is not preferred as
to dividends or assets
over any
other class of stock
of such corporation and which
is not subject
to redemption and shall also include any evidences
of indebtedness,
shares of stock or other securities
which are convertible
into or exchangeable
for any such stock, either immediately
or upon the arrival
of a specified
date or the
happening
of a specified event
and any
warrants or other rights
to subscribe for or purchase any such
stock. The foregoing
provisions of
this Section
2.3(a) shall similarly apply
to successive reorganizations,
reclassifications,
mergers, consolidations
or disposition of assets.


 






    3


     

    

 


 


Section 2.4.        
 Restrictions on Securities. This Note
has been
issued
by the Maker
pursuant to
the exemption
from registration
under the Securities
Act of 1933,
as amended
(the “Act”).
None of
this Note
or the shares
of Common
Stock issuable
upon conversion
of this Note may
be offered,
sold or otherwise
transferred
unless (i) they
first shall
have been
registered
under the Act
and applicable
state securities
laws or (ii) the Maker
shall have been
furnished with an opinion
of legal
counsel
(in form, substance
and scope reasonably
acceptable
to Maker)
to the effect
that such sale
or transfer
is exempt
from the registration
requirements
 of the  Act.
 Each
certificate
for shares
 of Common
Stock issuable
upon conversion
of this Note that
have not
been so
registered
and that have
not been sold
pursuant
to an exemption
that permits
removal of the applicable
legend,
shall bear
a legend
substantially
in the following
form, as
appropriate:


 


THE SECURITIES
REPRESENTED HEREBY HAVE
NOT BEEN
REGISTERED
 UNDER
THE  SECURITIES
 ACT OF 
1933  (THE
“ACT”). THE SECURITIES
REPRESENTED HEREBY
MAY NOT
BE OFFERED,
SOLD OR
OTHERWISE
TRANSFERRED UNLESS
THEY ARE REGISTERED
UNDER THE ACT
AND APPLICABLE
STATE SECURITIES
LAWS, OR
SUCH OFFERS,
SALES
AND TRANSFERS ARE
MADE PURSUANT
TO AN AVAILABLE
EXEMPTION
FROM THE
REGISTRATION
REQUIREMENTS
OF THOSE
LAWS.


 






    4


     

    

 


 


Upon
the request
of a holder
of a certificate
representing
any shares
of Common
Stock issuable
upon conversion
of this
Note, the
Maker shall
remove the
foregoing
legend
from the certificate
or issue
to such Holder
a new
certificate
free
of any
transfer
legend, if
(a) with such request,
the Maker shall
have received
an opinion
of counsel,
reasonably
satisfactory
to the Maker
in form,
substance
and scope,
to the effect
that any
such
legend
may be removed
from such
certificate
or (b) a
registration
statement
under the
Act covering
such securities
is in effect.


 


Section
2.5.           Reservation
of Common Stock.


 


(a)
         The Maker
covenants
that during the
period the
Note is outstanding,
it will reserve
from its
authorized
and unissued
Common Stock
a sufficient
number of
shares
to provide for
the issuance
of Common
Stock of
the Maker
upon the
Conversion
of the Note.
 The Maker further
covenants
that its
issuance
of this Note shall
constitute
full authority to
its officers
who are
charged
with the
duty of executing
stock certificates
to execute
and issue
the necessary
certificates
for shares
of Common
Stock of
the Maker
issuable upon the
conversion of this Note. The
Maker
will take
all such
reasonable
action
as may be
necessary
to assure that
such
shares
of Common
Stock may
be issued
as provided
herein
without violation
of any
applicable
law or regulation,
or of
any requirements
of the OTC Bulletin
Board (or
such other principal
market
upon which
the Common Stock of
the Maker may
be listed
or quoted).


 


(b)
        The  Maker 
shall  not  by
 any
 action,
 including,
 without  limitation,
amending its
certificate
of incorporation
or through
any reorganization,
transfer
of assets,
consolidation, merger,
dissolution,
issue or
sale of
securities
or any
other
voluntary
action, avoid
or seek to avoid
the observance
or performance
of any of
the terms of this Note,
but will at
all times
in good
faith
assist
in the carrying
out of all
such terms
and in the
taking of all
such actions
as may
be necessary
or appropriate
to protect
the rights of
Holder against
impairment.
Without limiting
the generality
of the foregoing,
the Maker
will (a)
not increase
the par
value of
any shares
of Common
Stock issuable
upon the conversion
of this Note
above the amount
payable
therefor
upon such
conversion immediately
prior to
such
increase
in par
value,
(b) take all
such action
as may
be necessary
or appropriate
in order
that the
Maker
may validly
and legally
issue fully
paid and
nonassessable
shares
of Common Stock
upon the conversion
of this Note,
and (c) use its
best efforts
to obtain all
such authorizations,
exemptions
or consents
from any
public regulatory
body having
jurisdiction
thereof as
may be
necessary
to enable
the Maker
to perform
its obligations under
this Note.


 


(c)
        Upon the request of Holder, the Maker will
at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the
continuing validity of this Note and the obligations of the Maker hereunder.


 


(d)
         Before
taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the
shares of Common Stock issuable upon conversion of the Notes, the Maker shall take any corporate action which may be necessary
in order that the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted
Conversion Price.


 






    5


     

    

 


 


(e)
          Before
taking  any action  which  would  result  in  an  adjustment  in  the number of shares of Common Stock into which this Note is
convertible or in the Conversion Price, the Maker shall obtain all such authorizations or exemptions thereof, or consents thereto,
as may be necessary from any public regulatory body or bodies having jurisdiction thereof.


 


(f)
           If at any time
the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of
the Note, then the Maker shall call and hold a special meeting of its stockholders within forty-five (45) days of that time for
the sole purpose of increasing the number of authorized shares of Common Stock.


 


Section
2.6.           Maximum
Conversion.


The
Holder shall
not be entitled
to convert
on a Conversion
Date that
amount of
the Notes in
connection
with that number of shares
of Common Stock which
would be in excess
of the sum
of (i) the
number of shares
of Common
Stock beneficially
owned by the Holder
and its
affiliates
on Conversation
Date, and
(ii) the number of shares
of Common Stock issuable
upon the conversion of
the Notes with respect
to which the determination
of this provision
is being made on a Conversion Date,
which would result in beneficial
ownership by the Holder
and its Affiliates
of more than 9.99% of the outstanding
shares of Common
Stock of the Company
on such Conversion Date.
For the purposes
of the provision 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,
and Regulation
13d-3 thereunder.


 


 


 


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


Section
3.1.           The Holder
represents
and warrants
to the Maker:


 


(a)
       The Holder of this Note, by acceptance hereof,
agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this
Note or the Common Stock issuable upon conversion hereof except under circumstances that will not result in a violation of the
Act or any application state securities laws or similar laws relating to the sale of securities;


 


(b)       That
Holder understands that none of this Note or the Common Stock issuable upon conversion hereof have been registered under the Securities
Act of 1933, as amended (the “Act”), in reliance upon the exemptions from the registration provisions of the  Act
 and  any  continued  reliance  on  such  exemption  is  predicated  on  the representations of the Holder set forth herein;


 






    6


     

    

 


 


(c)
         Holder
(i) has
adequate
means of
providing
for his current
needs and
possible contingencies,
(ii) has
no need for
liquidity in this
investment,
(iii) is able
to bear the
substantial
economic risks
of an
investment in
this Note
for an indefinite
period, (iv) at
the present
time, can
afford
a complete
loss of such
investment, and
(v) does not
have an
overall
commitment
to investments
which are
not readily
marketable
that is disproportionate
to Holder’s net
worth, and Holder’s
investment in this Note will not cause
such overall
commitment
to become excessive;


 


(d)
         Holder  is  an  “accredited
 investor” (as  defined  in  Regulation  D promulgated under the Act) and the Holder’s total investment in
this Note does not exceed 10% of the Holder’s net worth; and


 


(e)
      Holder recognizes that an investment in the Maker involves
significant risks and only investors who can afford the loss of their entire investment should consider investing in the Maker
and this Note.


 


 


 


Section
3.2           The Maker
represents
and warrants
to Holder:


 


(a)          Organization
and Qualification.  The Maker and each of its Subsidiaries
(as defined below), if any,
is a corporation
duly organized,
validly existing and in good
standing under
the laws
of the jurisdiction
in which
it is incorporated,
with full power and authority
(corporate and
other) to own, lease,
use and operate
its properties and
to carry
on its business as and where
now owned, leased,
used, operated and conducted.
The Maker and each of its Subsidiaries is
duly qualified as
a foreign corporation
to do business and
is in good
standing in every
jurisdiction
in which its ownership
or use of
property
or the nature
of the business conducted by it
makes such qualification
necessary except
where the failure
to be so qualified
or in good standing
would not have
a Material
Adverse Effect. “Material
Adverse Effect”
means any material adverse effect
on the business, operations, assets,
financial condition
or prospects of
the Maker or its Subsidiaries,
if any,
taken as
a whole, or on the transactions contemplated
hereby
or by the agreements
or instruments to be entered
into in connection
herewith. “Subsidiaries”
means any corporation
or other organization,
whether
incorporated
or unincorporated,
in which the Maker
owns, directly or
indirectly, any equity
or other ownership
interest.


 


(b)        
 Authorization;
Enforcement.  (i) The Maker
has all requisite corporate
power and authority
to enter into and perform
this Note and to consummate the
transactions contemplated
hereby and
thereby and to issue the
Common Stock,
in accordance
with the terms hereof,
(ii) the execution and
delivery
of this Note by the
Maker and the consummation by
it of the transactions contemplated hereby and thereby
(including without limitation,
the issuance
of the Note and the issuance and
reservation for issuance
of the Common Stock issuable
upon conversion or exercise
hereof) have
been duly authorized by the Maker’s Board of Directors and no further consent or authorization
of the Maker,
its Board
of Directors, or
its shareholders
is required,
(iii) this Note has been
duly executed and delivered by
the Maker by its authorized
representative, and such authorized
representative
is the true and
official representative with authority to
sign this
Note and the other
documents executed
in connection herewith and bind the
Maker accordingly, and (iv)
this Note constitutes,
a legal, valid and
binding obligation
of the Maker enforceable against the
Maker in accordance
with its terms.


 






    7


     

    

 


 


(c)         
Issuance
of Shares.
 The
Notice Shares
are duly
authorized
and reserved
for issuance
and, upon conversion
of the Note in accordance
with its respective
terms, will be validly
issued,
fully paid
and non-assessable,
and 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 Maker and
will not impose
personal
liability
upon the holder thereof.


 


(d)          Acknowledgment
of Dilution.  The
Maker understands and
acknowledges
the potentially dilutive effect
to the Common Stock upon the issuance
of the Notice Shares
upon conversion
of this Note.  The Maker
further acknowledges
that its
obligation
to issue Notice Shares
upon conversion
of this Note is absolute and unconditional
regardless
of the dilutive effect
that such issuance
may have
on the ownership
interests
of other shareholders
of the Maker.


 


 


 


ARTICLE
IV.


EVENTS OF DEFAULT


 


Section
4.1.      Default.
 The
following events
shall be defaults
under this
Note:


(“Events
of Default”):


 


(a)
        default
in the due
and punctual
payment
of all
or any
part
of any
payment of interest
or the Principal Amount
as and
when such amount
or such part
thereof shall become due
and payable
hereunder;
or


 


(b)
         failure
on the part
of the Maker
duly to observe
or perform
in all
material respects
any of
the covenants
or agreements
on the part
of the
Maker
contained
herein
(other than
those covered
by clause
(a) above)
for a
period of 5
business days
after
the date on
which written
notice
specifying
such
failure,
stating that such
notice is
a “Notice of
Default”
hereunder
and
demanding
that the Maker
remedy the
same, shall
have been
given by
the Holder by
registered
or certified
mail, return
receipt
requested,
to the Maker;
or


 


(c)           any
representation,  warranty
or  statement  of 
fact  made  by
the  Maker herein
when made or
deemed to have been made,
false or misleading
in any
material respect; provided, however,
that such failure
shall not result in an Event of
Default to the extent
it is corrected by
the Maker within a
period of 5 business
days after the date on
which written
notice specifying
such failure,
stating that such notice is
a “Notice of
Default”
hereunder and
demanding that the Maker
remedy same,
shall have been given by the Holder by registered
or certified
mail, return receipt requested;
or


 






    8


     

    

 


 


(d)
         any
of  the 
following actions
 by the 
Maker 
pursuant 
to  or  within
 the meaning
title
11, U.S. Code
or any
similar
federal
or state law
for the relief
of debtors
(collectively,
the “Bankruptcy
Law”):
(A) commencement
of a voluntary
case
or proceeding,
(B)
consent
to the entry
of an
order
for relief
against
it in an
involuntary
case or
proceeding,
(C) consents
to the appointment
of a receiver,
trustee,
assignee,
liquidator or similar
official
under any
Bankruptcy
Law
(each, a “Custodian”),
of it or
for all
or substantially
all of its
property,
(D) a general
assignment
for the benefit of its
creditors,
or (E) admission
in writing
its inability
to pay its
debts as the same become
due; or


 


(e)
         entry
by a
court of
competent
jurisdiction
of an
order
or decree
under any
Bankruptcy
Law
that: (A)
is for relief
against
the Maker
in an
involuntary
case,
(B) appoints
a Custodian of the
Maker or
for all
or substantially
all of the property
of the Maker, or
(C) orders the
liquidation of the Maker,
and such order
or decree remains
unstayed
and in effect
for 60 days.


 


Section
4.2.          Remedies
Upon Default.  Upon the occurrence of an event of default by
Maker under this
Note or at any time before default when
the Holder reasonably feels insecure,
then, in addition
to all other rights and remedies at law or in equity,
Holder may exercise any
one or more of
the following rights and
remedies:


 


a.
       Accelerate
the time
for payment
of all amounts
payable
under this Note
by written
notice
thereof to
Maker,
whereupon
all such
amounts
shall be immediately
due and payable.


 


 


b        Pursue
any
other rights
or remedies
available
to Holder
at law
or in equity.


 


c.       Receive
liquidated
damages
of $500 per
day per
Event of
Default
the Maker is in Default
pursuant to this Note.


 


 


 


Section
4.3.          Payment
of Costs.  The Maker
shall reimburse the Holder, on demand,
for any and all reasonable costs and expenses,
including reasonable attorneys’ fees and
disbursement and court costs, incurred by
the Holder
in collecting
or otherwise enforcing
this Note or in attempting
to collect or enforce
this Note.


 


Section
4.4.          Powers and Remedies
Cumulative; Delay or Omission Not Waiver of Default.  No right
or remedy
herein conferred
upon or reserved
to the Holder is intended
to be exclusive
of any other right
or remedy available
to Holder under applicable
law, and every
such right and remedy
shall, to the extent
permitted by
law, be cumulative and in addition
to every
other right and remedy given hereunder
or now or hereafter existing at
law or in equity
or otherwise. The assertion
or employment
of any
right or remedy
hereunder,
or otherwise,
shall not prevent
the concurrent assertion or employment
of any other appropriate
right or
remedy.
No delay or
omission of the Holder
to exercise any
right or power
accruing upon any
Default
occurring and continuing as aforesaid
shall impair any
such right
or power or shall be
construed to be a waiver of any such Default
or an acquiescence
therein; and every
power and remedy given by
this Note or by law
may be exercised from
time to time, and as
often as shall be deemed expedient, by the Holder.


 






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Section 4.5.           Waiver
of Past Defaults.  The Holder
may waive
any
past default
or Event
of Default
hereunder
and its
consequences
but no
such waiver
shall extend
to any
subsequent or other default
or Event of Default
or impair
any right
consequent
thereon.


 


Section  4.6.          
Waiver  of  Presentment  etc.  The  Maker
 hereby
waives  presentment,
demand,  notice,
 protest 
and  all
 other demands 
and  notices
 in  connection
 with  the delivery,
acceptance,
performance
and enforcement
of this Note,
except
as specifically
provided herein.


 


ARTICLE
V.


MISCELLANEOUS


 


Section 5.1.           Notices.
Any notice herein required or permitted to be given shall be in writing and may be personally served or delivered by courier or
sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone
line facsimile transmission) or sent by courier or three (3) days after being deposited in the United States mail, certified,
with postage pre-paid and properly addressed, if sent by mail. For the purposes hereof, the address of the Holder shall be 450
7th Ave., Suite 601, New York, NY 10123; and the address of the Maker shall be 8965 S. Eastern Ave., Suite 120E, Las Vegas, NV
89123. Both the Holder or its assigns and the Maker may change the address for service by delivery of written notice to the other
as herein provided.


 


Section
5.2.           Amendment.
This Note and
any
provision
hereof
may be
amended
only by
an instrument
in writing
signed by
the Maker
and the Holder.


 


Section
5.3.           Assignability.
This Note shall
be binding upon
the Maker
and
its successors
and assigns
and shall
inure to be the benefit
of the Holder
and its
successors
and assigns;
provided, however,
that so long as
no Event
of Default
has occurred,
this Note
shall only be transferable
in whole
subject to
the restrictions
contained in
the restrictive
legend on the first
page
of this Note.


 


Section
5.4.           Governing Law.
This Note shall be
governed
by the internal
laws of the State
of New York,
without regard
to conflicts of laws
principles.


 


Section 5.5.
        Replacement of Note. The Maker covenants
that upon receipt by the Maker
of evidence reasonably satisfactory
to it of the loss, theft, destruction
or mutilation
of this Note, and in case of loss,
theft or destruction,
of indemnity or
security
reasonably
satisfactory
to it (which shall
not include the posting of any bond), and upon
surrender
and cancellation
of such Note,
if mutilated,
the Maker
will make and
deliver
a new Note
of like tenor.


 






    10


     

    

 


 


Section 5.6.
         This Note shall not entitle the Holder to any of the rights of a
stockholder of the Maker, including without limitation, the right to vote, to receive dividends and other distributions, or to
receive any notice of, or to attend, meetings of stockholder or any other proceedings  of  the Maker,  unless  and  to  the  extent
 converted  into  shares  of Common Stock in accordance with the terms hereof.


 


Section 5.7.           Severability.
In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired
thereby.


 


Section 5.8.          
Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning of
such section.


 


Section 5.9.          
Counterparts.  This Note may be executed in multiple counterparts, each of which shall be an original, but all of which
shall be deemed to constitute one instrument.


 


 


 


 


 


 


IN
WITNESS
WHEREOF,
with the intent
to be legally
bound hereby,
the Maker
as executed
this Note as of the
date first written
above.


 


National
Automation
Services,
Inc.


 


 


  /s/
Robert Chance


By:
Robert Chance


Its:
CEO


 


Acknowledged
and Agreed:
Blackbridge
Capital, LLC.


 


 


 


  /s/
Alexander Dillon


By:
 Alexander
Dillon


Its:
 Partner




 


 


 


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