EXHIBIT 4.1






 


NEITHER
THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT TO THIS SECURITY, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
SUCH APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL ADDRESSED AND SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	$100,000	Orangeburg,
    NY	March
    13, 2014


 


FOR
VALUE RECEIVED in the amount of $50,000, the undersigned, OSL Holdings, Inc. (“Maker”),
whose address is 60 Dutch Hill Rd, Suite 15, Orangeburg NY 10962, hereby unconditionally
promises to pay to Peter Dene, (“Payee”), the principal sum of $100,000 in lawful
money of the United States of America on March 12, 2015 with interest thereon at 3% per annum
or in stock pursuant to 4. below. As additional consideration Maker will issue Payee 200,000 cashless warrants exercisable
at $0.50.


 


1.Definitions.
The following terms shall have the meanings assigned to them in this Section 1.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which banks are
authorized to be closed under the laws of the State of New York.


 


“Note”
shall refer to and mean this Promissory Note.


 


2.Payment
of Principal. All past-due principal of this Note shall bear interest until paid at the rate of 12% per annum.


 


3.Payment
Date. Should the principal of this Note become due and payable on any day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day. All payments made to Payee by Maker
hereunder shall be applied first to accrued interest and then to principal. Payments received by Payee after 6:00 o’clock
p.m. EST on any Business Day shall be deemed to have been received on the following Business
Day.


 


4.Optional
Prepayment and Conversion. This note may be prepaid without penalty, in whole or in part, at any time. Maker has the right
in its sole discretion to convert this note into shares of its common stock at market value based on a the previous five day weighted
average in the event of, and at any time after, the twenty day weighted average stock price exceeds $0.50.


 




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5.Events
of Default: Acceleration: Recourse. An “Event of Default” shall exist under this Note if any one or more
of the following events shall occur:


 


(a)Maker
shall fail to pay when due any principal of this Note;


 


(b)Maker
shall: (i) apply for or consent to the appointment of a receiver trustee, or intervenor, custodian or liquidator of all or a substantial
part of its assets, (ii) be adjudicated as bankrupt or insolvent or file a voluntary petition
for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (iii) make a general assignment
for the benefit of creditors, (iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take
advantage of any bankruptcy or insolvency laws, (v) file an answer admitting the material
allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization,
or insolvency proceeding, or any action for the purpose of effecting any of the foregoing.


 


6.Notice.
Whenever this Note requires or permits any notice, approval, request or demand from one party to another, the notice, approval,
request or demand must be in writing and shall be deemed to have been given when personally
served or when deposited in the United States mail, registered or certified, return receipt requested, addressed to the
party to be notified at the following address
(or at such other address as may have been designated by written notice):


 


	Maker:	OSL Holdings, Inc.
	 	60 Dutch Hill Rd, Suite 13
	 	Orangeburg, NY 10962
	 	Website:
	 	Phone: (845)
    363-6776
	 	Email: erickotch@gmail.com
	 	 
	Payee:	Peter Dene
	 	603 Normandy Village
	 	Nanvet, NY 10954
	 	(845) 664-4310
	 	peterdene@verizon.net


 


In
the event that the payee hereof shall fail to give notice of default to Maker as provided herein,
the sole and exclusive remedy of Maker for such failure shall be to seek appropriate equitable
relief to enforce this agreement to give such notice and to have any acceleration of the maturity hereof postponed or revoked
and foreclosure proceedings in connection therewith delayed or terminated pending or upon the curing of such default in the manner
and during the period of time hereinbefore set out, and Maker shall have no right to damages or any other type of relief not herein
specifically set out against the payee hereof, all of which damages or other relief are expressly waived by Maker. The foregoing
is not intended and shall not be deemed under any circumstances to require the payee hereof to give notice of any type or nature
to Maker
not expressly required by other provisions of this Note. 


 




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7.Miscellaneous.


 


(a)Governing
Law. This Note is being executed and delivered, and is intended to be performed, in the State of New York Except to the extent
that the laws of the United States may apply to the terms hereof, the substantive laws of the State of New York shall govern the
validity, construction, enforcement and interpretation of this Note. In the event of a dispute involving this Note or any other
instruments executed in connection herewith, the parties irrevocably agree that exclusive venue for such dispute shall lie in
any court of competent jurisdiction in New York, and the parties waive any claim that such forum is inappropriate or inconvenient.


 


(b)Limitations
on Interest. Regardless of any provisions contained in this Note, Payee shall never
be deemed to have contracted for or be entitled to receive, collect or apply as interest on this Note, any amount in excess of
the Maximum Rate, and, in the event Payee ever receives, collects or applies as interest any such excess, such amount that
would be excessive interest shall be applied to the reduction of the unpaid principal balance of this Note, and, if the principal
balance of this Note is paid in full, any remaining excess shall forthwith be paid to Maker. In determining whether or not the
interest paid or payable under any specific contingency exceeds the Maximum Rate, Maker and Payee shall, to the maximum extent
permitted under applicable law, (i) characterize any non-principal payment (other than payments that are expressly designated
as interest payments hereunder) as an expense or fee, rather than as interest, (ii) exclude voluntary prepayments and the effect
thereof, and (iii) spread the total amount of interest throughout the entire contemplated term of this Note so that the interest
rate is uniform throughout such term.


 


(c)Waivers.
Maker agrees to waive presentment and demand for payment, protest, notice of protest, notice of intent to accelerate, notice of
acceleration, and notice of default, and agree that their liability under this Note shall not be affected by any renewal or extension
in the time of payment hereof, or by any increases or indulgences, or by any release or change in any security for the payment
of this Note, and hereby consent to any and all renewals, extensions, increases, indulgences, releases or changes, regardless
of the number of such renewals, extensions, increases, indulgences, releases or changes.


 


(d)Costs
of Collection. If this Note is not paid when due or if an Event of Default occurs, Maker
promises to pay all costs of enforcement and collection, including reasonable attorney’s fees, whether or not any
action or proceeding is brought to enforce the provision hereof.


 


(e)Partial
Invalidity. The unenforceability or invalidity of any provision of this Note shall not
affect the enforceability or validity of any other provision of this Note.


 




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(f)Amendment.
This Note may be amended or modified only by written instrument(s) duly executed by both Maker and Payee.


 


THIS
NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN MAKER AND PAYEE CONCERNING THE MATTERS HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR. CONTEMPORANEOUS. OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


	 	MAKER:
	 	OSL Holdings, Inc.
	 	 	 
	 	By:	/s/
    Eric Kotch
	 	Name:	Eric
    Kotch
	 	Title:	CFO
	 	 	 
	 	PAYEE:
    PETER DENE


 


	By:	 /s/
    Peter Dene	 
	 	Peter Dene	 


 




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