EXHIBIT 10.2


 





NEITHER THE ISSUANCE NOR SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 


	Principle Basis: $205,082
    	Issue Date: June 30, 2015



 


CONVERTIBLE PROMISSORY NOTE (N6 NOTE)


 


FOR VALUE
RECEIVED, NATIONAL AUTOMATED SERVICES, INC., or it’s surviving entity whether change in name only, a NEVADA
corporation (hereinafter called the “Borrower” or “Company”), hereby promises to pay to the order of Energy
Management Capital, Inc., a Nevada corporation, or registered assigns (the “Holder”) the principle sum of $205,082
(“Maturity Amount” or “Principle Basis” or “Principle”) on January 1, 2016 (the
“Maturity Date”), and to pay interest and fees on the unpaid principle balance hereof at the annual rate of nine
percent (9%) (the “Interest Rate”) from the date hereof (the “Issue Date”) until the same becomes due
and payable, whether at maturity or upon acceleration or by prepayment or otherwise, as set forth by the terms contained
herein (the “Note” or sometimes referred to as “Agreement”).


 


This Note replaces
the previous unpaid principle Note N5 of $159,000 and $10,000 (unpaid fees) dated January 31st, 2015, having matured
on March 31st, 2015, currently earning interest at 22% (“N5”). The Principle Basis includes the unpaid
principle, fees, approximately $21,686 in interest (which includes two additional months of interest coverage till August) on
the unpaid principle and interest, and seven point five five percent (7.55%) of the unpaid principle and interest combined ( equal
to $14,396), as “Additional Consideration” in lieu of the 50% default rate right currently available under N5. Borrower
understands Additional Consideration compensates the Holder for the new terms contained herein and provides considerable benefit
to the Company including curing of previous maturity, lower interest, favorable general terms and specific warranties, lower default
interest, lower default amount, significantly favorable conversion terms for the Borrower, and borrower flexibility. If Holder
and Borrower both agree in writing, and Borrower derives benefit on its financial balance statements; Borrower may extend the
term of this Note (“Right to Extend”) and all of its provisions toa June 30, 2018 (“New Maturity Date”),
provided; the Holder is further provided Additional Consideration of the then combined unpaid Principle and calculated interest
due at the time of such exercise, and such Additional Consideration increases the Principle by no less than 108% of the Principle
Basis at Issue Date. Borrower shall provide written request as provided in this Note using Exhibit B, no sooner than 30 days after
Issue Date, but no later than 90 days after Issue Date.


 



    	 



    	 



    


 


Interest is to
be paid and received quarterly within 5 business days of the close of each calendar quarter no later than 5PM EST. Quarterly
interest is calculated by multiplying the Principle Basis by the Interest Rate (or Default Interest if an Event of Default
exists per the terms of this Note) divided by four. Holder retains the option to waive the interest payment and increase the
Principle Basis by such amount and agrees to give at least a 20 day written notice to the Borrower if this option is
exercised. Accrued and calculated Interest shall be paid either by electronic funds transfer, or by other reasonable means.
This Note may not be prepaid in whole or in part except as otherwise set forth in this Note. Any amount of principal or
interest on this Note which is not paid when due shall bear penalty interest at the rate of eighteen percent (18%) per annum
calculated from the Issue Date and accrue $250 per day from the due date thereof until the same is paid (“Default
Interest”). If Borrower determines an inability to pay Default Interest, (1) and the Event of Default is for payment of
quarterly Interest only, (2) and Holder has either notified or been notified by the Borrower of the Event of Default,
Borrower is to apply a minimum of 10 days Default Interest and increase the Principle Basis by such calculated amount. Holder
agrees that such increase cures that specific Event of Default. Nothing in the preceding prevents a new Event of Default
being triggered after the original Event of Default is cured and additional Default Interest being calculated and due for
each new Event of Default. After curing the Event of Default(s) the original Interest Rate will be reset and calculated
thereafter unless another Event of Default occurs. Interest shall commence accruing on the Issue Date, shall be computed on
the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder in accordance with the terms
hereof shall be made in lawful money of the United States of America. Whenever any amount expressed to be due by the terms of
this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a
business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the
extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due
on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a
day on which commercial banks are authorized or required by law or executive order to remain closed.


  


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 Borrower and will not impose personal liability upon the holder thereof.


  


The following terms shall apply to this
Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1           Conversion Right. The Holder shall
have the right, after ninety (90) days of the Issue Date, to convert all or part of the outstanding unpaid remaining amounts into
fully paid and non-assessable shares of the Company class A common stock (“Common Stock”), as such Common Stock exists
on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter
be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”).


 


1.2           Conversion Price.


 


(a)           Calculation
of Conversion Price. The conversion price (the “Conversion Price”) shall be the Conversion Price (as defined herein)(subject
to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s
securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary
distributions and similar events). The “Conversion Price” shall be at a fixed price based on the closing price of the
Common Stock as quoted by a Reporting Service (as defined herein) on the Issue Date multiplied by 135% (“Fixed Price”).
Should the closing price of the Common Stock fall greater than thirty-five percent below the Fixed Price, the Conversion Price
shall be calculated using a twenty percent (20%) discount to the lowest trading price recorded in the previous 30 Trading Days
of written notice to convert, but not more than the Fixed Price. “Trading Price” means, Common Stock of the Borrower
as of any date, the lowest trading price on the Over-the-Counter Bulletin Board, (the “OTCQB”), (the “NYSE”),
(the “NYSE MRKTS”), (the “NASDAQ”) or other U.S. national trading market as reported by a reliable reporting
service (“Reporting Service”) mutually acceptable to Borrower and Holder (i.e. Bloomberg, Scottrade, etc.). “Trading
Day” shall mean any day on which the Common Stock is traded for any period on such market, or on the principal securities
exchange or other securities market on which the Common Stock is then being traded. If the Issuer’s Common stock is chilled
for deposit at DTC and/or becomes chilled at any point while this Agreement remains outstanding, an additional eight percent discount
will be attributed to the Conversion Price defined hereof (the “Default Discount”). If during the term of this Note
any Event of Default exists, regardless if cured, and Holder learns of such default without the Borrower providing written notice
to the Holder on nature of the Event of Default, within Ten (10) days, using electronic mail (“Email”) or other acceptable
means as provided herein; the Holder shall retain the right to use the Default Discount as the new Conversion Price and Holder
shall retain the right to make all future conversions, at the Default Discount. If the Borrower is unable to issue any shares under
this provision due to the fact that there is an insufficient number of authorized and unissued shares available, the Holder promises
not to force the Borrower to issue these shares or trigger an Event of Default, provided that Borrower takes immediate steps required
to get the appropriate level of approval from shareholders or the board of directors, where applicable to raise the number of authorized
shares to satisfy the Notice of Conversion, herein as Exhibit A.


 



    	 



    	 



    


 


1.3           Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from
its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, (the “Reserve”)
to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the this Agreement. The Borrower
is required to adjust the “Reserve” at least annually or after any Event of Default. The Borrower (i) acknowledges
that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this
Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged
with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance
with the terms and conditions of this Note.


 


If, at any time the Borrower does not maintain
the Reserve it will be considered an Event of Default under Section 3.2 of the Note.


 


1.4           Method
of Conversion.


 


(a)          Mechanics of
Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time, from time to
time, 90 days after the Issue Date, by: (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable
means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section
1.4.


 


(b)          Surrender of
Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid
principal amount of this Note is so converted or paid in full as provided herein.


  


(c)          Payment of Taxes.
The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery
of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or
in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless
and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the
Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have
established to the satisfaction of the Borrower that such tax has been paid.


  


(d)          Delivery
of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other
reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided herein, the Borrower
shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock
issuable upon such conversion within five (5) business days after such receipt ( but in any event the fifth (5th) business
day being hereinafter referred to as the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal
amount hereof, surrender of the this Note).


  


(e)          Obligation of
Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be
the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued
and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations
under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the
right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder
shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates
for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same,
any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce
the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower,
and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.
The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received
by the Borrower before 6:00 p.m., EST, on such date.


 




    	 



    	 



    

 



1.5           Removed


 


1.6           Effect of Certain Events.


  


(a)          Effect of Merger,
Consolidation, Etc. If at any time hereafter exists, the sale, conveyance or disposition of all or substantially all of the
assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than
50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower
with or into any other Person (as defined below) or Persons when the Borrower is not the survivor, “Effect of Merger”,
then the Holder has right to either: (i) accelerate all interest payments calculated through the Maturity Date of this Agreement,
had the Effect of Merger not occurred, including all remaining unpaid principle balance, and fees, and Default Interest remaining
and unpaid, or; (ii) to consider the Effect of Merger to be an Event of Default (as defined herein) pursuant to which the Borrower
or its successor shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount
equal to the Default Amount (as defined below). “Person” shall mean any individual, corporation, limited liability
company, partnership, association, trust or other entity or organization. Default Amount shall be equal to 138% multiplied by the
combined outstanding unpaid Principle Basis, Default Interest, and fees.


  


(b)          Adjustment Due
to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding, there shall be any merger, consolidation,
exchange of shares, recapitalization, reorganization, amendment to its articles of incorporation, or other similar event, as a
result of which shares of Common Stock of the Borrower shall be changed into the same, or a different number of shares of another
class, or classes of stock or securities of the Borrower, or another entity, or in case of any sale or conveyance of all or substantially
all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, “Event Default
Due to Merger Consolidation” then the Holder of this Note shall thereafter have the right “Election of Adjustment Due
to Merger Consolidation” to either i) immediately or within one year thereafter, exchange this Note for a Convertible Note
equal to the Default Amount with a conversion discount no less than, the Default Discount, to the lowest trading price in the previous
30 days to the Event of Default Due to Merger Consolidation (if merger, consolidation, or otherwise is a publicly traded entity)
or ii) to accelerate the total payment of Default Amount due within 5 business days of written notification of Event of Default
Due to Merger Consolidation and Borrower receiving the Election of Adjustment Due to Merger Consolidation. If converted into shares,
the Holder shall immediately be eligible to convert such Note and receive in lieu of the principle, interest, and penalty fees,
and/ or Default Amount in shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets
which the Holder would have been entitled to receive in such transaction had this Note been a convertible instrument converted
in full immediately prior to such transaction without regard to any limitations on conversion.


 


(c)          Ownership Transfer.
The Holder reserves the right to sell, convey, assign, or transfer the Note and all of it’s provisions, rights, and benefits
for any or no consideration the market will support with or without providing notice to the Borrower previous to the transaction.
Reasonable notice will be provided after the transaction describing the nature, date, and person(s) or entities involved in the
transaction hereinafter (“Transaction Notice”). Under such event, the borrower agrees that the ownership of Holder
is transferred and that Holder no longer has claim to the rights contained herein. Borrower agrees to transfer all such rights
and privileges of this Note to the other party listed in the Transaction Notice and provide acknowledgement to the event to the
new owner of the Note within 3 days of receipt of the Transaction Notice.


 




    	 



    	 



    


 


1.7           Prepayment
Option-Notwithstanding anything to the contrary contained in this Note, so long as the Borrower is not currently
in default of this Note and the Event of Default will be cured before or within 5days of the Optional Prepayment Notice, the
Borrower shall have the right, exercisable in five (5) Business Days post written notice to the Holder of the Note to prepay
the outstanding Note based on the Incentive Amount plus interest. Any notice of prepayment herein (Optional Prepayment
Notice) hereunder shall be delivered to the Holder of the Note at its registered address and shall state: (1) that
the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than Five
(5) Business Days from the date of the Optional Prepayment Notice (the Optional Prepayment Date) (3) the calculated interest
and principle due on the Date of the Optional Prepayment Notice, (4) and the title and address of payment per section 8(f)
of this Agreement. If the Borrower exercises its right to prepay the Note before July 31, 2015 under the provision
herein, the Holder will assign an early prepayment incentive discount of $20,000, reducing the Principle Basis on the Note
to $185,082 (the “Incentive Discount”). Should the Borrower exercise this right within 90 days of the
Issue Date, the pre-payment amount shall be the unpaid Principle Basis and unpaid interest due at such notice. Thereafter, if
the Borrower exercises this right the Borrower shall make payment of an amount (the “Incentive Amount”) equal
to 105%, multiplied by the sum of: (A) the then outstanding Principle amount of this Note plus (B) any and all
accrued and unpaid interest on the unpaid Principle amount of this Note to the Optional Prepayment Notice. If the Company
delivers the Optional Prepayment Notice and fails to pay the Optional Prepayment due to the Holder of the Note within five
(5) business days following the Optional Prepayment Date on either the Incentive Discount or the Incentive Amount, the new
incentive amount shall increase to 109% of the Principle Basis, and Conversion Price shall be increased to the
Default Discount at the option of the Holder.


  


ARTICLE II. CERTAIN COVENANTS


 


2.1           Negative
Covenants As long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given prior written
consent, the Borrower shall not, and shall not, directly or indirectly:


 


(a)           amend its charter
documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely
affects any rights of the Holder;


 


(b)           repay, repurchase
or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common Stock
equivalents;


  


(c)           pay cash dividends or distributions on any equity securities
of the Borrower;


  


(d)           sell, lease or otherwise
dispose of any portion of its assets outside the ordinary course of business, other than de minimis sales. Any consent to the disposition
of any assets may be conditioned on a specified use of the proceeds of disposition;


  


(e)           so long as the Borrower
shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give
credit or make advances to any person, firm, joint venture or corporation, with the limitation to, officers, directors, employees,
subsidiaries and affiliates of the Borrower, made in the ordinary course of business;


  


(f)           repay, or prepay
any other indebtedness of the Borrower (excluding it’s subsidiary(s)) without the written approval by the Holder unless it
is in the ordinary course of business, materially improves the shareholder value of the Borrower, and is part of its overall strategic
execution.


  


ARTICLE III. EVENTS OF DEFAULT


 


The
following are events of default (each, an “Event of Default”) and shall result in Default Interest, Default Discount,
and acceleration of payment due:


  


3.1           Failure to Pay
Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at
maturity, upon acceleration, or otherwise.


  


3.2           Conversion
and the Shares. The Borrower fails to issue shares of Common Stock to the Holder upon exercise by the Holder of the
conversion rights of the Holder in accordance with the terms of this Note.


 



    	 



    	 



    



 



3.3           Breach
of Covenants. The Borrower breaches any covenant or term or condition contained in this Note and such breach continues for
a period of ten (10) days after written notice thereof to the Borrower from the Holder;


  


3.4           Breach of Representations
and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given
in writing pursuant hereto or in connection herewith shall be false or misleading in any material respect when made and the breach
of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder;


 


3.5           Bankruptcy, Receiver
or Trustee. The Borrower or any subsidiary of the Borrower shall commence, announce, or there shall be commenced against the
Borrower or any subsidiary of the Borrower under any applicable bankruptcy or insolvency laws as now or hereafter in effect or
any successor thereto, or the Borrower or any subsidiary of the Borrower commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether
now or hereafter in effect relating to the Borrower or any subsidiary of the Borrower or there is commenced against the Borrower
or any subsidiary of the Borrower any such bankruptcy, insolvency or other proceeding which remains undismissed or the Borrower
or any subsidiary of the Borrower makes a general assignment for the benefit of creditors; or the Borrower or any subsidiary of
the Borrower shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they
become due; or the Borrower or any subsidiary of the Borrower shall by any act or failure to act expressly indicate its consent
to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Borrower or any subsidiary
of the Borrower for the purpose of effecting any of the foregoing;


 


3.6           Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or
any of its property or other assets for more than $250,000, and shall remain unvacated, unbonded or unstayed for a period of twenty
(20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld;


 


3.7           Delisting of Common
Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCQB or an equivalent replacement
exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or other Stock Exchange or there
shall be no bid price for the stock for a period of two business days.


 


3.8           Failure to Comply
with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower
shall cease to be subject to the reporting requirements of the Exchange Act.


 


3.9           Liquidation.
Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


  


3.10         Cessation of
Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as
such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”
shall not be an admission that the Borrower cannot pay its debts as they become due.


 


ARTICLE IV. MISCELLANEOUS


 


4.1           Failure or Indulgence
Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and
not exclusive of, any rights or remedies otherwise available.




 



    	 



    	 



    


 


4.2           Notices. All
notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) transmitted by hand delivery, telegram, electronic mail
(“Email”) or facsimile, or by US Mail, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be:


	 	 
	If to the Borrower, to:	If to the Holder:
	NATIONAL AUTOMATED SERVICES, INC.	Energy Management Capital, Inc.
	8965 S. EASTERN #120E 	9380 Central Avenue NE, Suite 340,
    
	LAS VEGAS, NV 89123	Blaine MN, 55434
	Rchance@nasv.biz	Beadle@emcapital.biz
	Attn: Mr. Robert Chance, CEO	Attn: Mr. Beadle, President




 


4.3          Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term
“Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes
issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.


  


4.4          Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and
its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a)
of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with
a bona fide margin account or other lending arrangement.


  


4.5          Cost of Collection.
If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable
attorneys’ fees.


  


4.6          Governing Law.
This Note shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to principles
of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note
shall be brought only in the state courts of Minnesota or in the federal courts located in the state and county of Minnesota. The
parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder
waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and
costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in
connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


4.7          Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for
a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the
Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law
or in equity, and in addition to the penalties assessable herein, and to enforce specifically the terms and provisions thereof,
without the necessity of showing economic loss and without any bond or other security being required.


 



    	 



    	 



    


 




4.8          Severability.  If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and
if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and
circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws
governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate
of interest. The Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would
prohibit or forgive the Borrower from paying all or any portion of the principal of or interest on this Note as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture,
and the Borrower (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder,
but will suffer and permit the execution of every such as though no such law has been enacted.


  


4.9          No trading.
Holder represents and warranties that it has not nor has it engaged any party on behalf of the Holder to sell securities of the
Company’s Common Stock in the open market within 90 days of, after, and including the Issue Date. Holder provides additional
warranty that it will not, nor will it engage other parties on behalf of the Holder to sell Common Stock in the open market within
30 days of exercising its right to convert as a means of reducing its conversion price.


 


(Signature Page Follow)


 


    	 



    	 



    


  



IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this June 30, 2015.





 


	 	 	 
	 	National Automation Services, Inc.
	 	 	 
	 	By:	/s/ Robert Chance
	 	 	President & Chief Executive Officer


 


	 	 	Agreed to:
	 	 	 
	 	 	/s/ Chris Beadle
	 	 	Energy Management Capital, Inc.


 



    	 



    	 



    



 


Exhibit A


  


Notice of Conversion


 


The undersigned hereby elects to
convert $                       of
the principal of the Note N6 (Indicated below) into Shares of Common Stock of NATIONAL AUTOMATED SERVICES, INC., a NEVADA
Corporation (the “Borrower”) according to the conditions of the Convertible Note of the Borrower dated as
of June 1, 2015 (the “Note”). No fee will be charged to the Holder or Holder’s Custodian for any
conversion, except for transfer taxes, if any.


  


Box Checked as to applicable instructions:





	 	 	 	 
	 	[  ]	The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	 	 	 
	 	 	Name of DTC Prime Broker:	 



 


	 	 	 	 
	 	 	Account Number:	 
	 	 	 
	 	[  ]	The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below:
	 	 	 
	 	 	Energy Management Capital, Inc. a Nevada Corporation
	 	 	EIN #: 46-4717146















	 	 	 	 
	Date of Conversion: 	 	 	 
	 	 	 	 
	Conversion Price:	 	 	 
	 	 	 	 
	Shares to Be Delivered:	 	 	 
	 	 	 	 
	Remaining Principal Balance Due	 	 	 
	 	 	 	 
	After This Conversion:	 	 	 
	 	 	 	 
	Signature	 	 	 
	 	 	 	 







 



    	 



    	 



    


 


Exhibit B


  


Right to Extend


 


The undersigned hereby
accepts the Borrower’s request for Right to Extend the Note, with original Principle Basis, $205,082.00 according to the
conditions and terms of the Convertible Note N6 of the Borrower dated as of June 1, 2015 (the “Note”) and extended
to June 1, 2018 (the “New Maturity Date”). Energy Management Capital, Inc., a Nevada Corporation (“Holder”)
understands that it shall receive as Additional Consideration (defined in Note) no less than 108% of the Principle Basis, to be
added to all unpaid amounts of Principle, forming (“New Principle Basis”), in which all interest to be calculated from
the Issue Date to the Maturity Date and /or until paid in full now uses the New Principle Basis. Both Borrower and Holder agree
to all other conditions and terms of the Note with exception to Borrower’s right to prepayment and any right to extend maturity
past the New Maturity Date.


 


This serves
as written acceptance of change in Maturity and change in Principle Basis on the Note only.


  


IN WITNESS WHEREOF, Borrower has caused this Right to Extend
on the Note to be signed in its name by its duly,


 


Authorized Officer


 


below: Request By:


	 	 	 	 
	Authorized Officer Signature of Borrower:	 	 	 
	 	 	 	 
	Print Name:	 	 	 
	 	 	 	 
	Date:	 	 	 
	 	 	 	 
	Acceptance Signature By:	 	 	 
	 	 	 	 
	Holder:	 	 	 
	 	 	 	 
	Date: