Exhibit 10.3


 





THIS SECURITY HAS NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SECURITY IS RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION
OR EXEMPTION OR SAFE HARBOR THEREFROM.


 


US $50,000.00


 


CONSORTEUM HOLDINGS,
INC.


 


PROMISSORY NOTE DUE FEBRUARY 28, 2018


 


THIS Note is a duly authorized issuance of CONSORTEUM HOLDINGS,
INC.. a Nevada corporation (the "Company"), designated as its February 2018 Note.


 


FOR VALUE RECEIVED,
the Company promises to pay to OSCALETA PARTNERS LLC, the registered holder hereof (the "Holder"), the principal
sum of Fifty Thousand and 00/100 Dollars (US $50,000.00), plus interest in the amount of ten percent (10%) per annum on all outstanding
principal on February 28, 2018 (the "Maturity Date"). The Company will pay the outstanding principal amount of this
Note, plus accrued interest, in cash on the Maturity Date to the registered holder of this Note. The wire transfer of such amount
shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note and accrued interest
thereon to the extent of the sum represented by wire transfer.


 


This Note is subject
to the following additional provisions:


 


l.       [RESERVED]


 


2. This Note may be
transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable
state and foreign securities laws.


 


3. No provision of
this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this
Note plus accrued interest, at the time and place herein prescribed. This Note is a direct obligation of the Company.


 


4. Except as set forth
herein, the Company waives presentment, demand and presentation for payment, notice of nonpayment and dishonor, protest and notice
of protest and expressly agrees that this Note or any payment hereunder may be extended from time to time by the Holder without
in any way affecting the liability of the Company.


 


 


 


 


 


 






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5. All provisions herein
made are expressly limited so that in no event whatsoever, whether by reason of advancement of proceeds hereof, acceleration of
maturity of the unpaid balance hereof or otherwise, shall the amount paid or agreed to be paid to Holder for the use of the money
advanced hereunder exceed the maximum rate of interest allowed to be charged under applicable law (the "Maximum Rate"),
regardless of whether or not there has been an acceleration of the payment of principal as set forth herein. If, from any circumstances
whatsoever, the fulfillment of any provision of this Note or any other agreement or instrument now or hereafter evidencing, securing
or in any way relating to the indebtedness evidenced hereby shall involve the payment of interest in excess of the Maximum Rate,
then, ipso facto, the obligation to pay interest hereunder shall be reduced to the Maximum Rate; and if from any circumstance
whatsoever, Holder shall ever receive interest, the amount of which would exceed the amount collectible at the Maximum Rate, such
amount as would be excessive interest shall be applied to the reduction of the principal balance remaining unpaid hereunder and
not to the payment of interest. This provision shall control every other provision in any and all other agreements and instruments
existing or hereafter arising between the Maker and Holder with respect to the indebtedness evidenced hereby.


 


6. This Note shall
be governed by and construed in accordance with the laws of the State of New York. Each of the parties consents to the exclusive
jurisdiction of the federal or the state courts residing in New York County, State of New York in connection with any dispute
arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based
on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. Each of the parties hereby waives the right
to a trial by jury in connection with any dispute arising under this Note.


 


7. The following shall
constitute an "Event of Default":


 


		a.	The Company shall default in the payment of principal and
interest on this Note and same shall continue for a period of five (5) days; or



 


		b.	Any of the representations or warranties made by the Company
herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection
with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or



 


		c.	The Company shall fail to perform or observe, in any material
respect, any other covenant, term, provision, condition, agreement or obligation of this Note and such failure shall continue
uncured for a period of thirty (30) days after written notice from the Holder of such failure; or



 


		d.	[RESERVED]



 


		e.	The Company shall (1) admit in writing its inability to
pay its debts generally as they mature; (2) make an assignment for the benefit of creditors or commence proceedings for its dissolution;
or (3) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property
or business; or



 


 


 


 


 






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		f.	A trustee, liquidator or receiver shall be appointed for
the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty
(60) days after such appointment; or



 


		g.	Any governmental agency or any court of competent jurisdiction
at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties
or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or



 


		h.	Except for judgments currently existing and previously
disclosed to Holder, any money judgment, writ or warrant of attachment, or similar process in excess of One Hundred Thousand ($100,000)
Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain
unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the
date of any proposed sale thereunder; or



 


		i.	Bankruptcy, reorganization, insolvency or liquidation proceedings
or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against
the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the
Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit the material allegations
of, or default in answering a petition filed in any such proceeding; or



 


		j.	The Company shall have its Common Stock suspended or delisted
from an exchange or over-the-counter market from trading for in excess of five trading days.



 


Then, or at any time thereafter, and in
each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not
be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder
may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment,
demand, protest or notice of any other kind, all of which are hereby expressly waived, anything herein or in any note or other
instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holder's rights
and remedies provided herein or any other rights or remedies afforded by law.


 


 


 


 


 


 






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In the event this Note
is placed by Holder in the hands of an attorney for collection, or if Holder incurs any costs incident to the collection of the
indebtedness evidenced hereby, the Company agrees to pay to Holder an amount equal to all such costs, including without limitation
all reasonable attorneys' fees and all court costs.


 


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.


 


 


Dated:
September 22nd, 2017


 


 





	 	CONSORTEUM HOLDINGS, INC.
	 	 
	 	 
	 	By: /s/ Craig A. Fielding                  
	 	Name: Craig A. Fielding
	 	Title: Chief Executive Officer
	 	 



 


 


 


ATTESTOR


 


 


By: ______________________________


      Name:


 


 


 


 


 


 


 








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