EXHIBIT
10.7 


Promissory
Note


 


THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM THE REQUIREMENTS FOR SUCH REGISTRATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED HEREBY OR ANY PORTION THEREOF OR INTEREST THEREIN MAY NOT BE ACCOMPLISHED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE
TO THE ISSUERS TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.


 


$
___________________ __, 20__


 


FOR
VALUE RECEIVED, BlackStar Enterprise Group, Inc., having an office and address for purposes of notices and legal process at
4450 Arapahoe Ave., Suite 100, Boulder, Colorado 80303 (“Borrower”) promises to pay to the order of
_____________ (“Lender”), at ________________________ or at any such other place as may be
designated in writing by Lender, the principal sum of $__________ in lawful money of the United States of America,
together with interest thereon to be computed from ____________ __, 20__ at the Interest Rate (as defined below), and
to be paid in accordance with the terms of this Promissory Note (“Note”).


INTEREST.
Interest at the annual rate of __ % shall be payable on the principal in accordance with the terms set forth immediately
below.


PAYMENT.
On or before _______________ __, 20__, (“Maturity Date”) when any unpaid principle and interest shall
be due in full, the borrower shall pay the entire amount due unless 30-day extension granted by both parties.


APPLICATION
OF PAYMENTS.The Lender shall first apply the payments to interest and, after all interest is paid in full the balance
of any payment shall be applied to the principal amount of the Note.


SECURITY.
The Note shall be secured by good faith of BlackStar Enterprise Group, Inc.


 




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ADDITIONAL
CONSIDERATION FOR LENDER Lender(s) shall receive, as additional consideration, ____________ restrictive shares of BlackStar
Enterprise Group, Inc.


DEFAULT
INTEREST/LATE CHARGES.


If
the indebtedness is not paid in full on the Maturity Date, interest shall continue to accrue until paid in full.


BORROWER
AGREES THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE MAY BE INITIATED AND PROSECUTED IN THE STATE
OR FEDERAL COURTS, AS THE CASE MAY BE, LOCATED IN BOULDER COUNTY, STATE OF COLORADO. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, BORROWER CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY
AND ALL PROCESS UPON HIM AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE BORROWER AT
HIS ADDRESS SET FORTH ABOVE OR TO ANY OTHER ADDRESS AS MAY APPEAR IN THE LENDER’S RECORDS AS THE ADDRESS OF THE BORROWER
(BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW).


PREPAYMENT.
The Borrower shall have the right to prepay the Note, but no prepayment shall entitle the Borrower to reduce the total amount
of principal and interest due hereunder.


NOTICES.
All notices to be given pursuant to this Note shall be in writing and sufficient if given by personal service, by guaranteed overnight
delivery service, or by being mailed postage prepaid, by registered or certified mail, to the address of the parties first hereinabove
set forth or to such other address as either party may request in writing from time to time. Any time period provided in the giving
of any notice hereunder shall commence upon the date of personal service, the date after delivery to the guaranteed overnight
delivery service, or three (3) days after any notices are deposited, postage prepaid, in the United States mail, certified or
registered mail. Notices may be given by a party's attorneys or agents with the same force and effect as though given by such
party.





IN
WITNESS WHEREOF, the undersigned have executed the foregoing instrument as of the date first above written.


 


BORROWER:


BlackStar
Enterprise Group, Inc.


By:
______________________________


Its:
CFO Joseph E Kurczodyna


Authorized
Officer


 



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