Exhibit 10.4

THE SECURITIES  REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), AND MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED  UNLESS SUCH SALE,  TRANSFER OR ASSIGNMENT IS COVERED BY
AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT, OR SATISFIES THE
REQUIREMENTS  OF RULE  144 OF THE  SECURITIES  AND  EXCHANGE  COMMISSION,  OR IS
EFFECTED PURSUANT TO AN OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER THAT SUCH
SALE, TRANSFER OR ASSIGNMENT IS EXEMPT FROM SUCH REGISTRATION.

                               U.S. LITHIUM CORP.

                      UNSECURED CONVERTIBLE PROMISSORY NOTE

$20,000                                                         December 1, 2016

     U.S.  Lithium  Corp.,  a Nevada  corporation  (the  "COMPANY"),  for  value
received,  promises  to pay to the  order of  Robert  Seeley,  or its  permitted
assigns (the "HOLDER"),  the principal sum of Twenty Thousand Dollars  ($20,000)
plus  simple  interest at the rate of ten  percent  (10.0%)  per annum,  or such
lesser rate of interest as may be required by  applicable  laws  regulating  the
legal rate of interest,  from the date of this Note until  fully-paid,  or until
converted pursuant to Section 5 hereof.

     1.  MATURITY.   This  Note  shall  mature   automatically  and  the  entire
outstanding  principal  amount,  together  with all interest  accrued under this
Note,  shall  become  due and  payable on the date that is one (1) year from the
date of  issuance  ("MATURITY  DATE"),  unless this Note,  before such date,  is
converted  into shares of capital  stock of the  Company at the  election of the
Holder pursuant to Section 5 hereof.

     2. PAYMENT OF PRINCIPAL AND INTEREST. Payments of principal and any accrued
interest are to be made on or before the Maturity  Date.  All payments are to be
made at the  address of Holder set forth under  Section  9(h) of this Note or at
such other  place in the United  States as Holder  designates  to the Company in
writing.  Interest  under this Note shall be  computed on the basis of a 360-day
year and 30 day month.

     3.  PREPAYMENT.  Subject  to the  Company's  right to convert  pursuant  to
Section  5, this Note may be  prepaid  in whole or in part at any time,  without
penalty.  Any prepayment  shall be first applied  against any accrued and unpaid
interest and then to reduce the amount of principal due under this Note.

     4. WAIVER OF PRESENTMENT.  The Company hereby  expressly  waives demand and
presentment  for  payment,  notice of  nonpayment,  protest,  notice of protest,
notice of dishonor, notice of acceleration or intent to accelerate,  bringing of
suit and diligence in taking any action to collect  amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and
to be owing hereunder,  regardless of and without any notice,  diligence, act or
omission  as or  with  respect  to the  collection  of  any  amount  called  for
hereunder.

     5. CONVERSION OF NOTE.

     (a) Conversion  into Stock.  At the option of the Holder,  at any time, the
outstanding  principal  amount  of this  Note and any  accrued  interest  may be
converted,  in whole or in part, into fully-paid and  non-assessable  restricted
shares of common stock at the Conversion Price (as defined  herein).  The number
of such  shares of common  stock that Holder  shall be entitled to receive,  and
shall receive,  upon such conversion  shall be determined by dividing the amount
of principal and interest  under this Note being so converted by the  Conversion
Price (as  defined  herein).  The  election  of the Holder to  convert  shall be
irrevocable  and the date the Company elects to convert shall be the "CONVERSION
DATE."

     (b)  Conversion  Price.  Subject  to  adjustment  as  provided  below,  the
"CONVERSION PRICE" shall equal $0.030 per share.

     (c) Stock  Certificates.  Upon  conversion  into common stock,  the Company
shall  issue and  deliver to Holder,  or to  Holder's  nominee  or  nominees,  a
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certificate  or  certificates  representing  the number of restricted  shares of
common  stock to which  Holder  shall be entitled as a result of  conversion  as
provided herein. The certificate shall bear the following legend:

     "THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
     REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE
     SECURITIES  LAWS OF ANY STATE  AND MAY NOT BE SOLD,  TRANSFERRED,
     HYPOTHECATED   OR  OTHERWISE   ASSIGNED   EXCEPT  PURSUANT  TO  A
     REGISTRATION  STATEMENT WITH RESPECT TO SUCH SECURITIES  WHICH IS
     EFFECTIVE   UNDER  SUCH  ACT  AND  UNDER  ANY  APPLICABLE   STATE
     SECURITIES  LAWS  UNLESS,  IN THE  OPINION OF COUNSEL  REASONABLY
     SATISFACTORY   TO  THE   CORPORATION,   AN  EXEMPTION   FROM  THE
     REGISTRATION  REQUIREMENTS OF SUCH ACT AND STATE  SECURITIES LAWS
     IS AVAILABLE."

     (d) Adjustment for Stock Splits and  Combinations.  If the Company,  at any
time while this Note is  outstanding:  (A) pays a stock  dividend  or  otherwise
makes a distribution or distributions in shares of its common stock or any other
equity or equity  equivalent  securities  payable in shares of common stock, (B)
subdivides  outstanding  shares of common stock into a larger  number of shares,
(C) combines  (including  by way of reverse stock split)  outstanding  shares of
common stock into a smaller number of shares, or (D) issues by  reclassification
of shares of the common stock any shares of capital  stock of the Company,  then
the  Conversion  Price shall be  multiplied by a fraction of which the numerator
shall be the number of shares of common stock  (excluding  treasury  shares,  if
any)  outstanding  before such event and of which the  denominator  shall be the
number of shares of common stock  outstanding  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.

     6. NO RIGHTS AS  STOCKHOLDER.  This Note does not entitle  Holder to voting
rights or any other right as a shareholder  of the Company before the conversion
hereof.

     7. LOSS,  THEFT OR  DESTRUCTION  OF NOTE.  Upon  receipt by the  Company of
evidence  reasonably   satisfactory  to  the  Company  of  the  loss,  theft  or
destruction of this Note and of indemnity or security reasonably satisfactory to
the Company,  the Company shall make and deliver a new Note that shall carry the
same rights to interest  (unpaid  and to accrue)  carried by this Note,  stating
that such Note is issued in  replacement of this Note,  making  reference to the
original date of issuance of this Note (and any  successor  hereto) and dated as
of such cancellation, in lieu of this Note.

     8. SEVERABILITY.  Every provision of this Note is intended to be severable.
If any term or provision hereof is declared by a court of competent jurisdiction
to be  illegal  or  invalid  for  any  reason  whatsoever,  such  illegality  or
invalidity  shall not affect the  balance  of the terms and  provisions  hereof,
which terms and provisions shall remain binding and enforceable.

     9. MISCELLANEOUS.

     (a)  No  Fractional   Units  or  Scrip.  No  fractional   shares  or  scrip
representing  fractional units shall be issued upon the conversion of this Note.
In lieu of any fractional  shares to which Holder  otherwise  would be entitled,
the Company shall round up to the nearest whole share.

     (b) Governing Law. This Note shall  constitute a contract under the laws of
the State of Nevada and for all purposes  shall be construed in accordance  with
and governed by the laws of the State of Nevada, without regard to the conflicts
of laws provisions thereof.

     (c)  Compliance  With Usury Laws.  The Company and Holder  intend to comply
with all applicable  usury laws. In fulfilling  this  intention,  all agreements
between  the  Company  and  Holder are  expressly  limited so that the amount of
interest  paid or  agreed  to be paid to  Holder  for the use,  forbearance,  or
detention  of money  under  this  Note  shall  not  exceed  the  maximum  amount
permissible under applicable law.

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<PAGE>
     If for any reason  payment of any amount  required under this Note shall be
prohibited by law, then the obligation shall be reduced to the maximum allowable
by law.  If for any reason  Holder  receives  as  interest  an amount that would
exceed the highest lawful rate, then the amount which would constitute excessive
interest shall be applied to the reduction of the principal of this Note and not
to the payment of interest.  If any conflict  arises  between this provision and
any provision of any other agreement  between the Company and Holder,  then this
provision shall control.

     (d) Legal Representation.  Holder agrees and represents that such party has
been represented by such party's own legal counsel with regard to all aspects of
this Note, or if such party is acting without legal counsel, that such party has
had  adequate  opportunity  and has been  encouraged  to seek the advice of such
party's own legal counsel prior to the execution of this Agreement.

     (e) Jurisdiction.  Any action  whatsoever  brought upon or relating to this
Note shall be instituted  and  prosecuted  in the state courts  located in Clark
County,  Nevada, or the federal district court therefore,  and each party waives
the right to change the venue.  The  parties  hereto  further  consent to accept
service of process in any such action or  proceeding by certified  mail,  return
receipt requested.

     (f)  Restrictions.  Holder  acknowledges  that all  shares of common  stock
acquired upon the  conversion of this Note shall be subject to  restrictions  on
resale imposed by state and federal securities laws.

     (g)  Assignment.  Subject to  restrictions  on resale  imposed by state and
federal  securities  laws,  Holder  may assign  this Note or any of the  rights,
interests or obligations hereunder,  by operation of law or otherwise,  in whole
or in part, to any person or entity so long as such assignee  agrees to be bound
by the terms and conditions of the Agreement  (including the representations and
warranties  of the Holder  therein).  Effective  upon any such  assignment,  the
person or entity to whom such rights,  interests  and  obligations  are assigned
shall have and  exercise  all of  Holder's  rights,  interests  and  obligations
hereunder as if such person or entity were the original Holder of this Note.



                      [THIS PART INTENTIONALLY LEFT BLANK]

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<PAGE>
     (h)  Notices.  Any  notice,  request  or other  communication  required  or
permitted hereunder shall be given upon personal delivery,  overnight courier or
upon the fifth (5th) day  following  mailing by  registered  mail (or  certified
first class mail if both the  addresser  and addressee are located in the United
States), postage prepaid and addressed to the parties hereto as follows:

     To the Company:     U.S. Lithium Corp.
                         2360 Corporate Circle, Suite 4000
                         Henderson, NV 89074-7722
                         Attention: Gregory Rotelli

     To Holder:          EPS D-2016
                         PO Box 025648
                         Miami, FL 33102-5648
                         Attn: Robert Seeley

     IN  WITNESS   WHEREOF,   U.S.  Lithium  Corp.  has  caused  this  Unsecured
Convertible  Promissory  Note  to be  executed  by its  officer  thereunto  duly
authorized.

                       THE COMPANY

                       U.S. LITHIUM CORP.
                       a Nevada corporation


                       /s/ Gregory Rotelli
                       ------------------------------------------
                       By:  Gregory Rotelli
                       Its: Chief Executive Officer

Accepted and Agreed to:  ROBERT SEELEY


                       /s/ Robert Seeley
                       ------------------------------------------

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