Exhibit 10.4

 





NEITHER
THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY 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 AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE
SECURITIES LAWS; OR (Il) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT
REQUIRED UNDER THE 1933 ACT OR; (Ill) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.


CONVERTIBLE
PROMISSORY NOTE


MATURITY
DATE OF DECEMBER 27, 2017 *THE "MATURITY DATE"


$125,000
MARCH '27, 2017 *THE "ISSUANCE DATE"


PRINCIPAL
AMOUNT: $125,000


PURCHASE
PRICE: $118,750


FOR
VALUE RECEIVED Bemax Inc , a Nevada Corporation (the Company') dong business in Dallas, GA, hereby promises to pay to the order
of JSJ Investments Inc., an accredited investor and Texas Corporation, or its assigns (the Holder ' ), the principal amount of
One Hundred and Twenty Five Thousand Dollars ($125,000) Note"), on demand of the Holder at any time on or after December
22, 2017 (the Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of Eight Percent (8%)
per annum (the "Interest Rate ') commencing on the date hereof (the "Issuance Date”).


The Principal
Amount is One Hundred and Twenty Five Thousand Dollars ($125,000) and the consideration paid by the Holder is One Hundred Eighteen
Thousand Seven Hundred and Fifty Dollars ($118,750) (the "Consideration"), there exists an original issue discount of
$6,250 (the "OID")).


1.
Payments of Principal and Interest.


a.
Pre-Payment and Payment of Principal and Interest. The Company may pay this Note in full, together With any and all accrued and
unpaid interest, plus any applicable ore-payment premium set forth herein and subject to the terms of this Section 1 a, at any
time on or prior to the date which occurs 180 days after the Issuance Date hereof (the "Prepayment Date"). In the event
the Note is not prepaid in full on or before the Prepayment Date, it shall be deemed a "Pre-Payment Default" hereunder.
Until the Ninetieth (90th) day after the Issuance Date the Company may pay the principal at a cash redemption premium of 135%,
in addition to outstanding interest, without the Holder's consent; from the 91st day to the One Hundred and Twentieth (120th) day
after the Issuance Date, the Company may pay the principal at a cash redemption premium of 140%, in addition to outstanding interest,
without the Holder's consent, from the 121st day to the Prepayment Date, the Company may pay the principal at a cash redemption
premium of 145%, in addition to outstanding interest, without the Holder's consent. After the Prepayment Date up to the Maturity
Date this Note shall have a cash redemption premium of 150% of the then outstanding principal amount of the Note, plus accrued
interest and Default Interest, if any, which may only be paid by the Company upon Holder's prior written consent. At any time on
or after the Maturity Date, the Company may repay the then outstanding principal plus accrued interest and Default Interest (defined
below), if any, to the Holder.


b
Demand of Repayment. The principal and interest balance of this Note shall be paid to the Holder hereof on demand by the Holder
at any time on or after the Maturity Date. The Default Amount (defined herein), if applicable, shall be paid to Holder hereof on
demand by the Holder at any time such Default Amount becomes due and payable to Holder.


c.
Interest. This Note shall bear interest ("Interest") at the rate of Eight Percent (8%) per annum from the Issuance Date
until the same is paid, or otherwise converted in accordance with Section 2 below, in full and the Holder, at the Holder's sole
discretion, may include any accrued but unpaid Interest in the Conversion Amount. Interest shall commence accruing on the Issuance
Date, shall be computed on the basis of a 365day year and the actual number of days elapsed and shall accrue daily and, after
the Maturity Date, compound quarterly Upon an Event of Default, as defined in Section 10 below, the Interest Rate shall increase
to Eighteen Percent (18%) per annum for so long as the Event of Default is continuing ( Default Interest")


d
General Payment Provisions. This Note shall be paid in lawful money of the United States of America by check or wire transfer to
such account as the Holder may from time to time designate by written notice to the Company in accordance with the provisions of
this Note Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined
below), 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






    	 	1	 



     


    

 


into account
for purposes of determining the amount of interest due on such date. For purposes of this Note,


Business
Day shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Texas are authorized or
required by law or executive order to remain closed.


2
Conversion of Note. At any time after the Issuance Date, the Conversion Amount (see Paragraph 2(a)(i)) of this Note shall be convertible
into shares of the Company's common stock (the Common Stock") according to the terms and conditions set forth in this Paragraph
2


		a.	Certain Defined Terms. For purposes of
this Note, the following terms shall have the following meanings:



Conversion
Amount' means the sum of (a) the principal amount of this Note to be converted With respect to which this determination is being
made, (b) Interest; and (c) Default Interest, if any, if so included at the Holder's sole discretion.


Conversion Price' means a 40% discount to the average
of the three (3) lowest trades during the previous ten (10) trading days to the date of a Conversion Notice


Person'
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof


Shares'
means the Shares of the Common Stock of the Company into which any balance on this Note may be converted upon submission of a
Conversion Notice' to the Company substantially in the form attached hereto as Exhibit 1 .


		b.	Holder's Conversion Rights. At any time
after the Issuance Date, the Holder shall be entitled to convert all of the outstanding and unpaid principal and accrued interest
of this Note into fully paid and non-assessable shares of Common Stock in accordance with the stated Conversion Price. The Holder
shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common
Stock which would be in excess of the sum of the number of shares of Common Stock issuable upon the conversion of the Note 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 4.99% 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. Subject to the foregoing,
the Holder shall not be limited to aggregate conversions of 4.99% ("Conversion Limitation 1"). The Holder shall have
the authority to determine whether the restriction contained in this Section 2(b) will limit any conversion hereunder, and
accordingly, the Holder may waive the conversion limitation described in this Section 2(b), in whole or in part, upon and
effective after 61 days prior written notice to the Company to increase or decrease such percentage to any other amount as determined
by Holder in its sole discretion ("Conversion Limitation 2").



		c.	Fractional
Shares. The Company shall not issue any fraction of a share of Common Stock upon any conversion, if such issuance would result
in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up
to the nearest whole share except in the event that rounding up would violate the conversion limitation set forth in section 2(b)
above



		d.	Conversion Amount. The Conversion Amount
shall be converted pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) as promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended, into unrestricted shares at the Conversion Price.



 


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


Holder's
Conversion Requirements. To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the
Holder (the Conversion Date"), the Holder shall transmit by email, facsimile or otherwise deliver, for receipt on or prior
to 11 59 p.m., Eastern Time, on such date or on the next business day, a copy of a fully executed notice of conversion in the
form attached hereto as Exhibit 1 to the Company.


Company's
Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event
later than one (1) Business Day after receipt of such Conversion Notice, send, Via email, facsimile or overnight courier, a confirmation
of receipt of such Conversion Notice to such Holder indicating that the Company will process such Conversion Notice in accordance
with the terms herein Within two (2) Business Days after the date the Conversion Notice is delivered, the Company shall have Issued
and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer
the shares electronically, it shall, within two (2) Business Days after the date the Conversion Notice was delivered, have surrendered
to an overnight courier for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered
in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled



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Record
Holder, The person or persons 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 or holders of such shares of Common Stock on the Conversion Date.


Timely
Response by Company. Upon receipt by Company of a Conversion Notice, Company shall respond within one business day to Holder confirming
the details of the Conversion, and provide within two business days the Shares requested in the Conversion Notice


Liquidated
Damages for Delinquent Response. If the Company fails to deliver for whatever reason (including any neglect or failure by, e.g.,
the Company, its counsel or the transfer agent) to Holder the Shares as requested in a Conversion Notice within three (3) business
days of the Conversion Date, the Company shall be deemed in Default of Conversion. Beginning on the fourth (4th ) business
day after the date of the Conversion Notice, after the Company is deemed in Default of Conversion, there shall accrue liquidated
damages (the Conversion Damages") of $2,000 per day for each day after the third business day until delivery of the Shares
IS made, and such penalty will be added to the Note bang converted (under the Company's and Holder's expectation and understanding
that any penalty amounts will tack back to the Issuance Dete of the Note). The Parties agree that, at the time of drafting of
this Note, the Holder's damages as to the delinquent response are incapable or difficult to estimate and that the liquidated damages
called for is a reasonable forecast of just compensation


 Liquidated Damages for Inability to Issue Shares.
If the Company fails to deliver Shares requested by a Conversion Notice due to an exhaustion of authorized and issuable
common stock such that the Company must increase the number of shares of authorized Common Stock before the Shares requested
may be issued to the Holder, the discount set forth in the Conversion Price will be increased by 5 percentage points (i.e.
40% to 45%) for the Conversion Notice in question and all future Conversion Notices until the outstanding principal and
interest of the Note is converted or paid in full. These liquidated damages shall not render the penalties prescribed by
Paragraph 2(e)(v) void, and shall be applied in conjunction with Paragraph 2(e)(v) unless otherwise agreed to in writing by
the Holder The Parties agree that, at the time of drafting of this Note, the Holder's damages as to the inability to issue
shares are incapable or difficult to estimate and that the liquidated damages called for is a reasonable forecast of just
compensation.


vil.
Rescindment of Conversion Notice. If: (i) the Company fails to respond to Holder within one business day from the date of delivery
of a Conversion Notice confirming the details of the Conversion, (li) the Company fails to provide the Shares requested in the
Conversion Notice within three business days from the date of the delivery of the Conversion Notice, (iii) the Holder is unable
to procure a legal opinion required to have the Shares Issued unrestricted and/or deposited to seIl for any reason related to
the Company's standing with the SEC or FINRA, or any action or inaction by the Company, (iv) the Holder is unable to deposit the
Shares requested in the Conversion Notice for any reason related to the Company's standing with the SEC or FINRA, or any action
or inaction by the Company, (v) if the Holder is informed that the Company does not have the authorized and Issuable Shares available
to satisfy the Conversion, or (vi) if OTC Markets changes the Company's designation to 'Limited Information' (Yield), 'No Information'
(Stop Sign), 'Caveat Emptor' (Skull and Crossbones), or 'OTC', 'Other OTC or 'Grey Market' (Exclamation Mark Sign) on the day
of or any day after the date of the Conversion Notice, the Holder maintains the option and sole discretion to rescind the Conversion
Notice ("Rescindment') by delivering a notice of rescindment to the Company in the same manner that a Conversion Notice is
required to be delivered to the Company pursuant to the terms of this Note


Vill.
Transfer Agent Fees and Legal Fees. The issuance of the certificates shall be without charge or expense to the Holder The Company
shall pay any and all Transfer Agent fees, legal fees, and advisory fees required for execution of this Note and processing of
any Notice of Conversion, including but not limited to the cost of obtaining a legal opinion With regard to the Conversion. The
Holder will deduct $3,000 from the principal payment of the Note solely to cover the cost of obtaining any and all legal opinions
required to obtain the Shares requested in any given Conversion Notice These fees do not make provision for or suffice to defray
any legal fees incurred in collection or enforcement of the Note as described in Paragraph 13.


Conversion
Right Unconditional. If the Holder shall provide a Notice of Conversion as provided herein, the Company's obligations to deliver
Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach
by the Holder of any obligation to the Company


		3	Other Rights of Holder: Reorganization,
Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company's assets to another Person or other transaction which is effected in such a way
that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities, cash or
other assets with respect to or in exchange for Common Stock is referred to herein as Organic Change. Prior to the consummation
of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will
secure from the





    	 	3	 



     


    

Person
purchasing such assets or the successor resulting from such Organic Change (in each case, the Acquiring Entity') a written agreement
(in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the
Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory
to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and
substance reasonably satisfactory to the Holder) to ensure that the Holder will thereafter have the right to acquire and receive
in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable
upon the conversion of the Note, such shares of stock, securities, cash or other assets that would have been Issued or payable
in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable
and receivable upon the conversion of the Note as of the date of such Organic Change (without taking into account any limitations
or restrictions on the convertibility of the Note set forth in Section 2(b) or otherwise). All provisions of this Note must be
included to the satisfaction of Holder in any new Note created pursuant to this section


		4	Representations and Warranties of the
Company. In connection With the transactions provided for herein, the Company hereby represents and warrants to the Holder the
following



		a.	Organization, Good Standing and Qualification.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation
and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to
transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse
effect on its business or properties.



		b.	Authorization All corporate action has
been taken on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and
delivery of this Agreement The Company has taken all corporate action required to make all of the obligations of the Company reflected
in the provisions of this Agreement, valid and enforceable obligations The shares of capital stock issuable upon conversion of
the Note have been authorized or will be authorized prior to the issuance of such shares.



		c.	Fiduciary
Obligations. The Company hereby represents that it intends to use the proceeds of the Note primarily for the operations of its
business and not for any personal, family, or household purpose The Company hereby represents that its board of directors, in
the exercise of its fiduciary duty, has approved the execution of this Agreement based upon a reasonable belief that the proceeds
of the Note provided for herein is appropriate for the Company after reasonable inquiry concerning its financial objectives and
financial situation



		d.	Data Request Form. The Company hereby
represents and warrants to Holder that all of the information furnished to Holder pursuant to the data request form C' DRF")
dated March 22, 2017 is true and correct in all material respects as of the date hereof



		5	Issuance of Common Stock Equivalents.
If the Company, at any time after the Issuance Date, shall issue any securities convertible into or exchangeable for, directly
or indirectly, Common Stock C Convertible Securities"), other than the Note, or any rights or warrants or options to purchase
any such Common Stock or Convertible Securities, shall be Issued or sold (collectively, the Common Stock Equivalents") and
the aggregate of the price per share for which additional Shares of Common Stock may be issuable thereafter pursuant to such Common
Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number
of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the Aggregate Per Common Share Price ') shall be less
than the applicable Conversion Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per
share for which additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended
shall make the Aggregate Per Share Common Price be less than the applicable Conversion Price in effect at the time of such amendment
or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be reduced to the lower of: (i)
the Conversion Price, or (ii) a twentyfive percent (25%) discount to the lowest Aggregate Per Common Share Price (whether or not
such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier
of (A) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B)
the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable Conversion Price shall be made under
this Section 6 upon the issuance of any Convertible Security which is outstanding on the day immediately preceding the Issuance
Date.







    	 	4	 



     


    

 


 


		6	Reservation of Shares. The Company shall
at all times, so long as any principal amount of the Note is outstanding, reserve and keep available out of its authorized and
unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Note, eight times the number of shares
of Common Stock as shall at all times be sufficient to effect the conversion of all of the principal amount, plus Interest and
Default Interest, if any, of the Note then outstanding Share Reserve"), unless the Holder stipulates otherwise in the "Irrevocable
Letter of Instructions to the Transfer Agent. So long as this Note is outstanding, upon written request of the Holder or via telephonic
communication, the Company's Transfer Agent shall furnish to the Holder the then-current number of common shares Issued and outstanding,
the then-current number of common shares authorized, the then-current number of unrestricted shares, and the then-current number
of shares reserved for third parties.



		7	Voting Rights. The Holder of this Note
shall have no voting rights as a note holder, except as required by law, however, upon the conversion of any portion of this Note
into Common Stock, Holder shall have the same voting rights as all other Common Stock holders with respect to such shares of Common
Stock then owned by Holder.



8.
Reissuance of Note, In the event of a conversion or redemption pursuant to this Note of less than all of the Conversion Amount
represented by this Note, the Company shall promptly cause to be issued and delivered to the Holder, upon tender by the Holder
of the Note converted or redeemed, a new note of like tenor representing the remaining principal amount of this Note which has
not been so converted or redeemed and which is in substantially the same form as this Note, as set forth above


9Default
and Remedies.


		a.	Event of Default. For purposes of this
Note, an Event of Default shall occur upon:



i.
the Company's default in the payment of the outstanding principal,
Interest or Default Interest of this Note when due, whether at Maturity, acceleration or otherwise,


ii. the
occurrence of a Default of Conversion as set forth in Section 2(e)(v)


iii.
the failure by the Company for ten (10) days after notice to it to comply With any material provision of this Note not
included in this Section 10(a),


iv.
the Company's breach of any covenants, warranties, or representations made by the Company


v.
any of the information in the DRF is false or misleading in any material respect;


 


vi.the
default by the Company in any Other Agreement entered into by and between the Company and Holder, for purposes hereof "Other
Agreement" shall mean, collectively, all agreements and instruments between, among or by: (1) the Company, and, or for the
benefit of, (2) the Holder and any affiliate of the Holder, including without limitation, promissory notes;


 


vii. the cessation
of operations of the Company or a material subsidiary;


 


viii.
the Company pursuant to or within the meaning of any Bankruptcy Law, (a) commences a voluntary case, (b) consents to the entry
of an order for relief against it in an involuntary case, (c) consents to the appointment of a Custodian of it or for all or substantially
all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing that it is generally
unable to pay its debts as the same become due; 


 


ix.
court of competent jurisdiction entering an order or decree under any Bankruptcy Law that: (a) is for relief against the
Company in an involuntary case, (b) appoints a Custodian of the Company or for all or substantially all of its property; or
(c) orders the liquidation of the Company or any subsidiary, and the order or decree remains unstayed and in effect for
thirty (30) days,


 


x.
the Company files a Form 15 with the SEC


 


xi.
the Company's failure to timely file all reports required to be filed by it with the Securities and Exchange Commission;






    	 	5	 



     


    




 


xii. the
Company's failure to timely file all reports required to be filed by it with OTC Markets to remain a  Current Information" designated company, 


 


xiii.
the Company's Common Stock is reported as 'No Inside" by OTC Markets at any time while any principal, Interest or
Default Interest under the Note remains outstanding, 


 


xiv.
the Company's failure to maintain the required Share Reserve
pursuant to the terms of the Irrevocable Letter of Instructions to the Transfer Agent;


 


xv.
the Company directs its transfer agent not to transfer, or delays, impairs, or hinders its transfer agent in transferring or issuing
(electronically or in certificated form) any certificate for Shares of Common Stock to be issued to the Holder upon conversion
of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not
to remove or impairs, delays and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw and stop
transfer instructions) on any certificate for any Shares of Common Stock issued to the Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not
intend to honor its obligations pursuant to a Conversion Notice submitted by the Holder) and any such failure shall continue uncured
for three (3) Business Days after the Conversion Notice has been delivered to the Company by Holder,


 


xvi.
the Company's failure to remain current in its billing obligations with
its transfer agent and such delinquency causes the transfer agent to refuse to issue Shares to Holder pursuant to a Conversion
Notice,


 


xvii. the
Company effectuates a reverse split of its Common Stock and fails to provide twenty (20) days prior written notice to Holder
of its intention to do so; or


 


		XVIII.	OTC Markets changes the Company's designation
to 'No Information' (Stop Sign), 'Caveat Emptor' (Skull and Crossbones), or 'OTC', 'Other OTC' or 'Grey Market' (Exclamation Mark
Sign).



 


		XIX.	Change of Control Transaction" means
the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or "group"
(as described in Rule 13d5(b)(1) promulgated under the Securities Exchange Act of 1934) of effective control (whether through legal
or beneficial ownership of capital stock of the Company, by contract or otherwise) of In excess of 40% of the voting securities
of the Company, (b) the Company merges into or consolidates with any other Person, as that term is defined in the Securities Act
of 1933, as amended, or any Person merges into or consolidates With the Company and, after giving effect to such transaction, the
stockholders of the Company immediately prior to such transaction own less than 60% of the aggregate voting power of the Company
or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another
Person and the stockholders of the Company immediately prior to such transaction own less than 60% of the aggregate voting power
of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more
than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members
of the Board of Directors on the Issuance Date (or by those individuals who are serving as members of the Board of Directors on
any date whose nomination to the Board of Directors was approved by a majority



of
the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement
to which the Company is a party or by which it is bound. 


xx.
Altering the conversion terms of any notes that are currently outstanding


The
Term ' Bankruptcy Law" means Title 11, U.S Code, or any similar Federal or State Law for the relief of debtors. The term Custodian
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.






    	 	6	 



     


    

 


		b.	Remedies, If an Event of Default occurs,
the Holder may in its sole discretion determine to request immediate repayment of all or any portion of the Note that remains outstanding;
at such time the Company will be required to pay the Holder the Default Amount (defined herein) in cash For purposes hereof, the
Default Amount' shall mean: the product of (A) the then outstanding principal amount of the Note, plus accrued Interest and Default
Interest, divided by (B) the Conversion Price as determined on the Issuance Date, multiplied by (C) the highest price at which
the Common Stock traded at any time between the Issuance Date and the date of the Event of Default If the Company fails to pay
the Default Amount within five (5) Business Days of written notice that such amount is due and payable, then Holder shall have
the right at any time, so long as the Company remains in default (and so long and to the extent there are a sufficient number of
authorized but unissued shares), to require the Company, upon written notice, to immediately issue, in lieu of the Default Amount,
the number of shares of Common Stock of the Company equal to the Default Amount divided by the Conversion Price then in effect.



10.
Vote to Change the Terms of this Note. This Note and any provision hereof may only be amended by an instrument


In
writing signed by the Company and the Holder


11.
Lost or Stolen Note. Upon receipt by the Company of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of
an indemnification undertaking by the Holder to the Company in a form reasonably acceptable to the Company and, in the case of
mutilation, upon surrender and cancellation of the Note, the Company shall execute and deliver a new Note of like tenor and date
and in substantially the same form as this Note; provided, however, the Company shall not be obligated to re-issue a Note if the
Holder contemporaneously requests the Company to convert such remaining principal amount, plus accrued Interest and Default Interest,
if any, into Common Stock


12
Payment of Collection, Enforcement and Other Costs. If: (i) this Note is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding; or (ii) an attorney is retained to represent the Holder of this Note
in any bankruptcy, reorganization, receivership or other proceedings affecting creditors' rights and involving a claim under this
Note, then the Company shall pay to the Holder all reasonable attorneys' fees, costs and expenses incurred in connection therewith,
in addition to all other amounts due hereunder.


		13.	Cancellation. After all principal, accrued
Interest and Default Interest, if any, at any time owed on this Note has been paid in full or otherwise converted in full, this
Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.



 


		14.	Waiver of Notice. To the extent permitted
by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note



 


		15.	Governing Law. This Note shall be construed
and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this
Note shall be governed by, the laws of the State of Texas, without giving effect to provisions thereof regarding conflict of laws.
Each party hereby irrevocably submits to the nonexclusive jurisdiction of the state and federal courts sitting in Texas for the
adjudication of any dispute hereunder or in connection herewith or With any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by sending, through certified mail or overnight courier,
a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.







    	 	7	 



     


    

 


 


		16.	Remedies, Characterizations, Other Obligations,
Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available
under this Note, at law or in equity (including a decree of specific performance and/or other injunctive relief), and no remedy
contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall
limit the Holder's right to pursue actual damages for any failure by the Company to comply with the terms of this Note The Company
covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein.
Amounts set forth or provided for herein With respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to any other
obligation of the Company (or the performance thereof)



		17.	Specific Shall Not Limit General; Construction.
No specific provision contained in this Note shall limit or modify any more general provision contained herein This Note shall
be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter hereof.



 


18
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exerase 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
further exercise thereof or of any other right, power or privilege


		19.	Partial Payment. In the event of partial
payment by the Holder, the principal sum due to the Holder shall be prorated based on the consideration actually paid by the Holder
such that the Company is only required to repay the amount funded and the Company is not required to repay any unfunded portion
of this Note, with the exception of any OID contemplated herein



		20.	Entire Agreement This Agreement constitutes
the full and entire understanding and agreement between the parties with regard to the subjects herein None of the terms of this
Agreement can be waived or modified, except by an express agreement signed by all Parties hereto.



 


21
Additional Representations and Warranties. The Company expressly acknowledges that the Holder, including but not limited to its
officer, directors, employees, agents, and affiliates, have not made any representation or warranty to it outside the terms of
this Agreement. The Company further acknowledges that there have been no representations or warranties about future financing or
subsequent transactions between the parties


		22.	Notices. All notices and other communications
given or made to the Company pursuant hereto shall be in writing (including facsimile or similar electronic transmissions) and
shall be deemed effectively given (i) upon personal delivery, (ii) when sent by electronic mail or facsimile, as deemed received
by the close of business on the date sent, (iii) five (5) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day
delivery. All communications shall be sent either by email, or fax, or to the email address or facsimile number set forth on the
signature page hereto. The physical address, email address, and phone number provided on the signature page hereto shall be considered
valid pursuant to the above stipulations, should the Company's contact information change from that listed on the signature page,
it is incumbent on the Company to inform the Holder.



 


		23.	Severability. If one or more provisions
of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the
rest of the Agreement shall be enforceable in accordance with its terms.



 


24
Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing
usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted
under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage
of any law that would prohibit or forgive the Company from payng all or a portion of the principal, Interest or Default Interest
on this Note.


25.
Successors and Assigns. This Agreement shall be binding upon all successors and assigns hereto


SIGNATURE
PAGE TO FOLLOW






    	 	8	 



     


    

 


 


 


 


IN WITNESS
WHEREOF, the Company has caused this Note to be signed by its CEO, on and as of the Issuance Date.


COMPANY


Signature


		By	






Title


 


 


Address





 


Email:


77


phone





Facsimile


JSJ Investments
Inc.


Signature:


Sameer Hirji,
President


JSJ Investments
Inc.


10830 North
Central Expressway, Suite 152


Dallas TX 75231


		888-503-2599	



 






    	 	9	 



     


    

 


 


Exhibit 1


Conversion Notice


Reference
IS made to the 8% Convertible Note issued by Bemax Inc. (the "Note"), dated March 22, 2017 in the principal amount of
$125,000 with 8% interest This note currently holds a principal balance of $125,000. The features of conversion stipulate a Conversion
Price equal to 40% discount to the average of the three (3) lowest trades during the previous ten (10) trading days to the date
of a Conversion Notice


In
accordance with and pursuant to the Note, the undersigned hereby elects to convert $ ___of
the principal/ interest balance of the Note, indicated below into shares of Common Stock (the "Common Stock"), of the
Company, by tendering the Note specified as of the date specified below.


Date
of Conversion:





Please confirm
the following information:


Conversion
Amount: $ 


Conversion
Price: $ 


Number
of Common Stock to be issued: 


Current Issued/Outstanding:


If the Issuer
is DWAC eligible, please issue the Common Stock into which the Note is being converted in the name of the Holder of the Note and
transfer the shares electronically to:


[BROKER INFORMATION]


Holder Authorization:


JSJ Investments
Inc.


10830 North Central
Expressway, Suite 152Do not send certificates to this address


Dallas, TX
75231


		888-503-2599	



Tax ID 20-2122354


Sameer Hirji,
President


		[DATE]	



[CONTINUED
ON NEXT PAGE]






    	 	10	 



     


    

 


 


PLEASE BE
ADVISED, pursuant to Section 2(e)(ii) of the Note, "Upon receipt by the Company of a copy of the Conversion Notice, the Company
shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, SEND, VIA
EMAIL, FACSIMILE OR OVERNIGHT COURIER, A CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING THAT THE COMPANY
WILL PROCESS SUCH CONVERSION NOTICE in accordance with the terms herein. Within two (2) Business Days after the date of the Conversion
Confirmation, the Company shall have Issued and electronically transferred the shares to the Broker indicated in the Conversion
Notice, should the Company be unable to transfer the shares electronically, they shall, within two (2) Business Days after the
date of the Conversion Confirmation, have surrendered to FedEx for delivery the next day to the address as specified in the Conversion
Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Holder shall
be entitled."


Signature





Taiwo Aimasiko


CEO


Bemax
Inc


11