NEITHER
THE ISSUANCE AND
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
EFFECTNE 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.


 


	Principal
    Amount: $10,000.00	Issue
    Date: July 25,
    2014


 


 


CONVERTIBLE
PROMISSORY NOTE


 


FOR
VALUE RECEIVED, WELL
POWER, INC., a Nevada
corporation (hereinafter called
the "Borrower"),
hereby promises to
pay to the
order of Melvyn Maller,
or registered assigns (the "Holder")
the sum of $10,000.00 together
with any interest as set forth herein,
on July 25, 2015 (the "Maturity Date"),
and to pay interest on the unpaid principal balance hereof at the rate
of eight percent (8%) (the "Interest
Rate") per annum
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. Subject to Section 1.8 below, this Note may be prepaid
in whole or in part at any time. Any amount of principal
or interest on this Note which
is not paid when due shall bear interest at
the lower of the rate of eighteen percent
(18%) per annum or the highest interest rate
permitted by law from the
due date thereof until
the same is paid (the
"Default Interest Rate"). 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 (to the extent not converted into common stock, $0.001 par value per share
(the "Common Stock") in accordance with the
terms hereof) shall be made in lawful
money of the United
States of America. All payments shall
be made at such address as the Holder shall
hereafter give to the Borrower by written notice made
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, 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 in
the city of New York, New York are authorized or required by law or executive order to remain closed. Delivery of this
Note is subject to Holder's execution of Holder's representations set forth as Exhibit
B.


 


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
from time to
time, and at
any time the Note
is still outstanding, to convert
all or any part of the outstanding and unpaid principal and
interest on this Note into fully
paid and non-assessable shares of 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");
provided, however, that in no event shall the Holder be entitled to convert
any portion of this Note in excess of that
portion of this Note upon
conversion of which the
sum of (1) the number of shares
of Common Stock beneficially owned by the Holder and
its affiliates (other than shares of Common Stock which may
be deemed beneficially owned through the ownership of the unconverted portion
of the Note or the unexercised or unconverted portion of
any other security of the Borrower
subject to a limitation on conversion or exercise analogous to
the limitations contained herein) and (2) the
number of shares of Common Stock issuable upon the conversion of the portion
of this Note with respect to
which the determination of this proviso
is being made, would result in beneficial ownership
by the Holder and its affiliates of more
than 4.99% of the outstanding shares of Common Stock. For purposes of the
proviso 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 (the "Exchange
Act"), and Regulations 13D-G thereunder, except
as otherwise provided in
clause (1) of such proviso, provided,
further, however, that the
limitations on conversion may be
waived by the Holder upon, at the
election of the Holder, not less than 61
days' prior notice to
the Borrower, and the provisions of the conversion limitation shall continue
to apply until such 61st day (or
such later date, as determined by the Holder,
as may be specified
in such notice of
waiver). The number of shares of
Common Stock to be
issued upon each conversion of this Note shall be
determined by dividing the Conversion Amount
(as defined below) by the applicable Conversion
Price then in effect on the date
specified in the notice of
conversion, in the form attached
hereto as Exhibit A (the "Notice
of Conversion"), delivered to the Borrower by the Holder
in accordance with Section 1.4 below; provided that
the Notice of Conversion is submitted
by facsimile (or by other means
resulting in, or reasonably expected
to result in, notice)
to the Borrower before 5:00 p.m., New York,
New York time on such
conversion date (the "Conversion Date"). The term "Conversion Amount" means, with respect to any conversion
of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Borrower's
option, accrued and unpaid interest, if any, on
such principal amount at the interest
rates provided in this Note to the Conversion
Date, provided, however, that the
Company shall have the right to pay any
or all interest in cash.


 



    	 



    	 



    

 





1.2              
Conversion Price.


 


(a)               
Calculation of Conversion
Price. The conversion
price (the "Conversion
Price") shall
equal the lower of
(i) $.09 or (ii) the Variable
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 "Variable Conversion Price" shall
mean 50% multiplied by the Market Price
(as defined herein)(representing a discount rate
of 50%). "Market Price" means the
lowest individual daily VWAP (as
defined below) for the Common Stock during
the ten (10) Trading Day period ending
one Trading Day prior
to the date the Conversion Notice is received by the Holder
from the Borrower (the "Conversion
Date"). "VWAP" means the
volume weighted average price (the aggregate
sales price of all trades of
Common Stock during a Trading Day
divided by the
total number of
shares of Common Stock traded during such Trading
Day) of the Common Stock during a Trading Day as reported on Bloomberg, L.P.,
Quotestream, or other applicable service.


 


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, to provide for the issuance of Common Stock
upon the full conversion of this Note. The
Borrower is required at all times to have authorized and reserved five times the number
of shares that is actually issuable upon full conversion of the Nate (based on the Conversion
Price of the Nate in effect from time to time) (the "Reserved Amount"). The
Borrower represents that upon issuance, such shares will be duly and
validly issued, fully paid and non-assessable.
In addition, if the Borrower shall
issue any securities or make any change
to its capital structure which would change the number of shares of Common Stock into
which the Note shall be convertible at the then current Conversion Price, the Borrower shall
at the same time make proper
provision so that
thereafter there shall be a sufficient
number of shares
of Common Stock authorized and reserved, free from preemptive rights, for conversion
of the outstanding Note. 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 (in the form attached hereto
as Exhibit C), 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.


 


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 after the
Issue Date, by (A) submitting to
the Borrower a Notice of Conversion
(by facsimile or other reasonable means of communication dispatched
on the Conversion Date prior
to 5:00 p.m., New York, New York time) and
(B) subject to Section 1.4(b), surrendering this
Note at the principal office of the
Borrower.


 


(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. The
Holder and the Borrower shall maintain
records showing the principal amount
so converted and the dates of such conversions or shall use
such other method, reasonably satisfactory
to the Holder and
the Borrower, so as not to require physical
surrender of this Nate upon
each such conversion. In
the event of any
dispute or discrepancy, such records of
the Borrower shall, prima facie, be controlling
and determinative in the absence of manifest error. Notwithstanding the foregoing,
if any portion of this Note is converted as aforesaid, the Holder
may not transfer this Note unless the
Holder first physically surrenders this
Note to the Borrower, whereupon the
Borrower will forthwith issue and deliver upon the
order of the Holder a new Note of like tenor, registered
as the Holder (upon payment by the
Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal
amount of this Note. The Holder
and any assignee, by
acceptance of this Note, acknowledge
and agree that, by reason
of the provisions of this paragraph, following conversion of
a portion of this Note, the unpaid
and unconverted principal amount of this
Note represented by this Note may be less
than the amount stated on the face hereof.


 


(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 other
reasonable means of communication) of a Notice of Conversion meeting
the requirements for conversion as provided in this Section 1.4, 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 three (3)
business days after such receipt (and, solely
in the case of conversion of the entire unpaid
principal amount hereof, surrender of this Note)
(such second business day being hereinafter referred
to as the "Deadline") in accordance
with the terms hereof.


 


(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 5:00 p.m., New York, New
York time, on such date.


 






    	2



    	 



    




 


(f)                    
Delivery of Common
Stock by Electronic Transfer.
In lieu of delivering physical certificates
representing the Common Stock
issuable upon conversion, provided
the Borrower's transfer agent is participating in
the Depository Trust  Company ("DTC")
Fast Automated Securities Transfer ("FAST") program, upon
request of the Holder and its compliance with the provisions contained in Section
1.1 and in this Section
1.4, the Borrower shall use its best efforts
to cause its transfer agent to electronically
transmit the Common Stock issuable upon conversion to
the Holder by crediting the account
of Holder's Prime Broker with DTC through its
Deposit Withdrawal Agent Commission ("DWAC")
system.


 


(g)                   
Failure to Deliver
Common Stock Prior to
Deadline. Without in
any way limiting the
Holder's right to
pursue other remedies, including
actual damages and/or equitable relief,
the parties agree that if delivery of
the Common Stock issuable upon conversion of
this Note is more
than three (3) business days after the Deadline (other
than a failure due to the circumstances described in Section 1.3
above, which failure shall be governed by such Section)
the Borrower shall pay to the Holder
$100 per day in cash, for each day beyond
the Deadline that the Borrower fails to deliver
such Common Stock. Such cash amount shall be paid to Holder by the fifth day of
the month following the month in
which it has accrued or, at the option of
the Holder (by written notice to
the Borrower by the first day
of the month following the month in which it has
accrued), shall be added to
the principal amount of this Note,
in which event interest shall accrue thereon in accordance with
the terms of this Note and such additional
principal amount shall be convertible into Common Stock in accordance with the
terms of this Note. In addition,
the Conversion Price for the conversion underlying
the delivery of Common Stock that was delayed
more than three
(3) business days after the Deadline shall be adjusted to the lower of
(i) the Conversion Price as of
such Conversion Notice Date and (ii) the
Conversion Price if the Conversion Notice was received on the date
that the Conversion Shares are actually received by the Holder.


 


1.5Concerning
the Shares.  The
shares of Common
Stock issuable upon
conversion of this Note
may not be
sold or transferred
unless (i) such shares are sold pursuant
to an effective registration statement under the Act or (ii)
the Borrower or its transfer agent shall have been furnished with an opinion
of counsel (which opinion shall be in
form, substance and scope customary for
opinions of counsel in comparable transactions)
to the effect that the shares to
be sold or transferred may be sold or transferred
pursuant to an exemption from
such registration or (iii) such
shares are sold or transferred pursuant
to Rule 144 under the Act (or a successor
rule) ("Rule 144") or (iv) such shares
are transferred to an "affiliate" (as defined in Rule 144)
of the Borrower who agrees to
sell or otherwise transfer the shares
only in accordance with this Section 1.5 and who
is an Accredited Investor (as defined
under the Act). Subject to
the removal provisions set forth below, until such time as
the shares of Common Stock issuable
upon conversion of this Note have been
registered under the
Act or otherwise may be
sold pursuant to Rule 144 without any restriction as to
the number of securities as of a
particular date that can then be
immediately sold, each certificate
for shares of
Common Stock issuable upon conversion of this Note that has not
been so included in an effective registration statement or
that has not been sold pursuant to
an effective registration statement
or an exemption that permits removal
of the legend, shall bear a legend substantially
in the following form, as appropriate:


 


"NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
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 ECURED BY THE SECURITIES."


 


The
legend set forth
above shall be
removed and the
Borrower shall issue
to the Holder
a new certificate therefore
free of any
transfer legend if
(i) the Borrower
or its transfer
agent shall have received an opinion of counsel, in form, substance and scope
customary for opinions of counsel in comparable
transactions, to the effect that
a public sale or
transfer of such Common Stock
may be made without registration under
the Act and
the shares are so sold
or transferred, (ii) such
Holder provides the Borrower or
its transfer agent
with reasonable assurances that the
Common Stock issuable upon conversion
of this Note (to
the extent such securities
are deemed to have been acquired
on the same date) can be sold
pursuant to Rule 144 or (iii)
in the case of the Common Stock
issuable upon conversion of this
Note, such security
is registered for
sale by the Holder under an
effective registration statement filed under
the Act or otherwise
may be sold pursuant
to Rule 144 without any restriction as
to the number
of securities as of a particular
date that can then be immediately sold.


 


1.6              
Effect of Certain
Events.


 


(a)                
Effect of Merger,
Consolidation, Etc. At the
option of the Holder,
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 shall either: (i) be
deemed to be an Event
of Default (as defined in Article II) pursuant to which the Borrower 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 in Article II)
or (ii) be treated
pursuant to Section l.6(b) hereof.
"Person" shall mean any individual, corporation, limited
liability company, partnership, association, trust or other entity or organization.


 


(b)                
Adjustment Due to
Merger, Consolidation, Etc.
If, at any
time when this Note
is issued and
outstanding and prior
to conversion of all of the Note, there shall be any merger,
consolidation, exchange of shares, recapitalization, reorganization, 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, then
the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms
and conditions specified herein and in lieu of the 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 converted in
full immediately prior
to such transaction (without regard to
any limitations on conversion set forth
herein), and in any such case appropriate provisions
shall be made with respect to the rights and interests of the Holder of this Note
to the end that the provisions hereof (including, without limitation, provisions for
adjustment of the
Conversion Price and of the number of shares issuable upon conversion of
the Note) shall thereafter be applicable,
as nearly as may be practicable in relation to any securities or assets thereafter
deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in
this Section l.6(b) unless (a) it first
gives, to the extent practicable,
thirty (30) days prior written notice
(but in any event at least fifteen
(15) days prior written notice) of the record
date of the special meeting of shareholders to approve, or if there is no such record
date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,
reorganization or other similar event
or sale of assets (during which time the Holder shall
be entitled to convert this Note) and (b) the resulting successor or acquiring entity
(if not the Borrower) assumes by written
instrument the obligations of this Section l.6(b). The above provisions shall similarly
apply to successive
consolidations, mergers, sales, transfers or
share exchanges.


 



    	3



    	 



    




 


(c)                
Adjustment Due to
Distribution. If the
Borrower shall declare
or make any
distribution of its assets
(or rights to acquire
its assets) to holders of Common
Stock as a dividend, stock repurchase, by way
of return of capital
or otherwise (including any dividend or distribution to the Borrower's shareholders
in cash or shares (or rights to acquire
shares) of capital stock of a subsidiary (i.e., a spin-off)) (a "Distribution"),
then the Holder of this Note shall be entitled, upon any conversion of this Note after
the date of record for determining shareholders entitled to such Distribution,
to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock
issuable upon such conversion had such Holder been the holder of such shares of Common
Stock on the record date for the determination
of shareholders entitled to such Distribution.


 


(d)                
Notice of Adjustments.
Upon the occurrence
of each adjustment
or readjustment of the
Conversion Price as
a result of the events
described in this Section 1.6, the Borrower,
at its expense, shall promptly compute
such adjustment or readjustment and prepare and furnish to the Holder of a
certificate setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Borrower shall, upon the
written request at any time of the Holder,
furnish to such Holder a like certificate setting forth
(i) such adjustment or readjustment,
(ii) the Conversion Price
at the time in effect and (iii) the
number of shares of Common Stock and
the amount, if any, of other securities
or property which at the time would be received upon conversion of the Note.


 


1.7              
Status as Shareholder.
Upon submission of a
Notice of Conversion
by a Holder, (i)
the shares covered
thereby shall be deemed converted
into shares of Common Stock and (ii) the Holder's rights as a Holder
of such converted portion of this
Note shall cease and terminate, excepting only the right to receive certificates
for such shares of Common Stock and to any remedies provided herein or otherwise available
at law or in equity
to such Holder because of a failure by
the Borrower to comply with the terms of
this Note. Notwithstanding the foregoing, if a Holder has not received certificates
for all shares of Common Stock prior to the tenth (10th) business day after the expiration of
the Deadline with respect to a conversion
of any portion of this Note for any
reason, then (unless the Holder otherwise elects to retain its
status as a holder of Common Stock
by so notifying the
Borrower) the Holder shall regain the rights of a
Holder of this Note with respect to
such unconverted portions of this Note
and the Borrower shall, as soon as practicable, return such unconverted Note to the
Holder or, if the Note has not been surrendered, adjust its records
to reflect that such portion of this Note
has not been converted. In all cases,
the Holder shall retain all of its rights
and remedies (including, without limitation, (i) the right to receive Conversion
Default Payments pursuant to Section 1.3
to the extent required thereby for such Conversion
Default and any subsequent Conversion
Default and (ii) the right to have the
Conversion Price with respect
to subsequent conversions
determined in accordance with
Section 1.3) for the Borrower's
failure to convert
this Note.


 


1.8              
Prepayment.  Notwithstanding anything
to the contrary
contained in this
Note, the Borrower shall
have the right,
exercisable on not
less than ten (10)
Trading Days prior written notice to the Holder
of the Note to prepay the outstanding Note (principal and accrued interest),
in full or in part. Notwithstanding the
preceding sentence, the Holder shall have the opportunity to convert the outstanding
principal and interest on the Note pursuant to this Agreement at any time prior to payment by the Borrower on such principal and
interest.


 


ARTICLE
II


EVENTS
OF DEFAULT


 


If
any of the
following events of
default (each, an
"Event of
Default") shall
occur:


 


2.1              
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.


 


2.2              
Conversion and the
Shares. The Borrower
fails to issue
shares of Common Stock
to the Holder (or
announces or threatens in writing
that it will not honor its obligation
to do so) upon exercise by the Holder of the
conversion rights of the Holder in accordance
with the terms of this Note, fails
to transfer or cause its transfer agent
to transfer (issue)(electronically or in certificated form)
any certificate for shares
of Common Stock issued to the Holder
upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower
directs its transfer agent not
to transfer or delays, impairs, and/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 any stop transfer instructions
in respect thereof) 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 the obligations described in this paragraph) and any such
failure shall continue uncured (or any written announcement, statement or threat not
to honor its obligations shall not be rescinded in
writing) for three (3) business
days after the Holder shall have delivered a Notice
of Conversion.


 


2.3              
Breach of Covenants.
The Borrower breaches any material
covenant or other material
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.


 


2.4              
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 with
respect to this
Note.


 


2.5              
Receiver or Trustee.
The Borrower or
any subsidiary of
the Borrower shall make
an assignment for
the benefit of
creditors, or apply for or consent
to the appointment of a receiver or
trustee for it
or for a substantial part of its
property or business, or such a receiver
or trustee shall otherwise be appointed.


 


2.6              
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 $50,000, 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.


 


2.7              
Bankruptcy. Bankruptcy, insolvency,
reorganization or liquidation proceedings
or other proceedings, voluntary
or involuntary, for relief
under any bankruptcy
law or any
law for the relief
of debtors shall be instituted
by or against the Borrower or
any subsidiary of
the Borrower.


 



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2.8              
Delisting of Common
Stock. The Borrower
shall fail to
maintain the listing
of the Common Stock
on at least
one of the
OTCBB or an
equivalent replacement exchange, the Nasdaq
National Market, the Nasdaq SmallCap Market, the New York
Stock Exchange, or the American Stock Exchange.


 


2.9              
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.


 


2.10           
Liquidation. Any dissolution,
liquidation, or winding
up of Borrower
or any substantial portion
of its business.


 


2.11           
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.


 


2.12           
Maintenance of Assets.
The failure by
Borrower to maintain
any material intellectual property rights,
personal, real property or
other assets which are necessary to conduct
its business (whether now or in the
future).


 


2.13           
Financial Statement Restatement.
The restatement of any
financial statements filed by
the Borrower with
the Securities and
Exchange Commission ("SEC")
for any date or period from two years prior to
the Issue Date of this Note and until this
Note is no longer outstanding, if the result of such restatement
would, by comparison to
the unrestated financial statement,
have constituted a material adverse effect
on the rights of the Holder with respect
to this Note.


 


2.14           
Replacement of Transfer
Agent. In the
event that the
Borrower proposes to replace
its transfer agent,
the Borrower fails to
provide, prior to
the effective date of such replacement,
a fully executed Irrevocable Transfer Agent Instructions in a form attached hereto as Exhibit C (including but not limited to
the provision to irrevocably reserve shares of Common Stock in the Reserved
Amount) signed by the successor
transfer agent to Borrower
and the Borrower.


 


2.15           
Failure to Accept
Opinion of Holder.
Borrower's failure to
accept the opinion of
counsel provided by
the Holder for
no good cause with
respect to the transfer of Securities
pursuant to an exemption from registration, such as Rule 144 or Regulation
S.


 


2.16           
Holder's Rights upon
Event of Default.
Upon the occurrence
and continuance of any
Event of Default,
Holder in its
sole and absolute
discretion shall have the
right to declare all unpaid interest
and principal immediately due
and payable and exercise all
other legal rights in connection therewith,
without presentment, demand, or protest, all
of which are hereby expressly waived.


 


ARTICLE
III


MISCELLANEOUS


 


3.1              
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.


 


3.2              
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) personally served,
(ii) deposited in the
mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable
air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, 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 deemed effective (a) upon hand delivery or delivery
by facsimile, with accurate confirmation generated by
the transmitting facsimile machine, at the address or number designated below
(if delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following
the date of mailing by express
courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications
shall be:


 


If
to
the Borrower,
to: Well Power,
Inc.


Attn:
Dan M. Patience


11111
Katy Freeway, Suite
# 910


Houston,
TX 77079


 


If
to
the Holder:
Melvyn Maller


17402
Citronia Street


Northridge,
CA 91325


 



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3.3              
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 as originally
executed, or if later amended or supplemented,
then as so amended
or supplemented.


 


3.4              
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.


 


3.5              
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.


 


3.6              
Governing Law. This
Note shall be
governed by and
construed in accordance with
the laws of
the State of
California 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 California
or in the federal courts located in the state and county of Los Angeles. 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.


 


3.7              
Certain Amounts. Whenever
pursuant to this
Note the Borrower
is required to pay
an amount in
excess of the
outstanding principal amount (or the portion thereof
required to be paid at that time) plus accrued
and unpaid interest plus in the
case of Default, interest on such interest, the Borrower and the
Holder agree that the actual damages to the
Holder from the receipt of cash payment on this Note may
be difficult to determine and the amount to
be so paid by the Borrower represents
stipulated damages and not a penalty and
is intended to compensate the
Holder in part for loss of the opportunity to
convert this Note and to
earn a return from the sale of
shares of Common Stock acquired upon conversion
of this Note at a price in excess of the price paid for such
shares pursuant to this Note. The Borrower and the Holder
hereby agree that such amount of stipulated damages is not plainly
disproportionate to the possible
loss to the Holder from the receipt of
a cash payment without
the opportunity to convert this Note into shares of Common
Stock.


 


3.8              
Preservation of Personal
Information. To the
extent not in
violation of applicable laws,
Borrower shall take
all reasonable steps to protect the personal information
of Holder (such as Holder's name and address) from publicity and shall refrain from including such information in filings
with the SEC. In any case, Borrower shall inform Holder (or Holder's representative) prior to any required publishing
of Holder's personal information.


 


3.9              
Notice of Corporate
Events. Except as
otherwise provided below,
the Holder of this
Note shall have
no rights as a
Holder of Common Stock unless and only to the extent
that it converts this Note into
Common Stock.


 


3.10           
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, to an injunction or injunctions restraining,
preventing or curing any breach of this
Note 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.


 


(Signature
page immediately follows)


 



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IN
WITNESS WHEREOF, Borrower
has caused this
Note to be
signed in its
name by its duly
authorized officer as
of Issue Date.


 


 


"BORROWER":


 


Well
Power, Inc.


a
Nevada corporation


By:
/s/ Dan Patience


Name:
Dan Patience


Title:
President


 



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