THIS
NOTE HAS NOT
BEEN REGISTERED UNDER
THE SECURITIES ACT
OF 1933, AS AMENDED
(THE "ACT"), OR
UNDER THE SECURITIES
LAWS OF CERTAIN
STATES. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE
AND MAY NOT
BE TRANSFERRED OR
RESOLD EXCEPT AS
PERMITTED UNDER THE
ACT AND THE
APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM.
LENDERS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT
THAT ANY PROPOSED TRANSFER
OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


ADAR
BAYS, LLC


COLLATERALIZED
SECURED PROMISSORY NOTE


BACK
END NOTE


 


 


$35,000.00Miami,
FL


June
24, 2014


		1.	Principal
                                         and Interest



 


FOR
VALUE RECEIVED, Adar
Bays, LLC, a
Florida Limited Liability
Company (the "Company") hereby
absolutely and unconditionally
promises to pay
to Endeavor IP,
Inc (the “Lender"), or
order, the principal
amount of Thirty
Five Thousand Dollars
($35,000) no later
than February 24, 2015, unless the Lender does
not meet the “current information requirements” required under
Rule 144 of
the Securities Act
of 1933, as
amended, in which
case the Company
may declare the offsetting
note issued by
the Lender on
the same date
herewith to be
in Default (as
defined in that note)
and cross cancel
its payment obligations
under this Note
as well as
the Lenders payment obligations
under the offsetting
note. This Full Recourse
Note shall bear
simple interest at
the rate of 8%.


 


		2.	Repayments
                                         and Prepayments;
                                         Security.



 


a.                  
All principal
under this Note
shall be due
and payable no
later than February 24,
2015, unless the
Lender does not
meet the “current
information requirements” required
under Rule 144 of
the Securities Act
of 1933, as
amended, in which
case the Company
may declare the offsetting
note issued by
the Lender on
the same date
herewith to be
in Default (as
defined in that note)
and cross cancel
its payment obligations
under this Note
as well as
the Lenders payment obligations
under the offsetting
note.


 


b.                  
The Company may
pay this Note
at any time.
This note may
not be assigned by
the Lender, except
by operation of
law.


 


c.                  
This Note shall
initially be secured
by the pledge
of the $35,000.00
8% convertible promissory note
issued to the
Company by the
Lender on even
date herewith (the




    	 



    	 



    

 


“Lender
Note”). The Company
may exchange
this collateral for
other collateral with
an appraised value
of at least
$35,000.00, by
providing 3 days
prior written notice
to the Lender.
If the Lender
does not object
to the substitution
of collateral in
that 3 day
period, such substitution of
collateral shall be
deemed to have
been accepted by
the Lender. All
collateral shall be retained
by New Venture
Attorneys, P.C., which
shall act as
the escrow agent
for the collateral for
the benefit of
the Lender. The
Company may not
effect any conversions
under the Lender Note
until it has
made full cash payment
for the portion
of the Lender Note
being converted.


______


Lender
Initials to Acceptance of bolded
section above. 


 


		3.	Events
                                         of Default;
                                         Acceleration.



 


a.                  
The principal amount
of this Note
is subject to
prepayment in whole
or in part
upon the occurrence and
during the continuance
of any of
the following events
(each, an “Event
of Default”): the initiation
of any bankruptcy,
insolvency, moratorium, receivership
or reorganization by or
against the Company,
or a general
assignment of assets
by the Company
for the benefit
of creditors. Upon the
occurrence of any
Event of Default,
the entire unpaid
principal balance of
this Note and all
of the unpaid
interest accrued thereon shall
be immediately due
and payable. The Company
may offset amounts due
to the Lender under this
Note by similar amounts that
may be due to the
Company by the
Lender resulting from
breaches under the
Lender Note.


 


b.                  
No remedy herein
conferred upon the
Lender is intended
to be exclusive
of any other remedy
and each and
every remedy shall
be cumulative and
in addition to
every other remedy hereunder,
now or hereafter
existing at law
or in equity
or otherwise. The
Company accepts and agrees
that this Note
is a full
recourse note and
that the Holder
may exercise any
and all remedies available
to it under
law.


 


		4.	Notices.



 


a.                    
All notices, reports
and other communications
required or permitted
hereunder shall be in
writing and may
be delivered in
person, by telecopy
with written confirmation,
overnight delivery service or U.S.
mail, in which
event it may
be mailed by
first-class, certified or
registered, postage prepaid, addressed (i)
if to a
Lender, at such
Lender’s address as
the Lender shall
have furnished the Company
in writing and
(ii) if to
the Company at
such address as
the Company shall have
furnished the Lender(s)
in writing.


 


b.                  
Each such notice,
report or other
communication shall for
all purposes under
this Note be treated
as effective or
having been given
when delivered if
delivered personally or,
if sent by mail,
at the earlier
of its receipt
or 72 hours
after the same
has been deposited
in a regularly maintained
receptacle for the
deposit of the
United States mail,
addressed and mailed
as aforesaid, or, if
sent by electronic
communication with confirmation,
upon the delivery
of electronic communication.




    	2



    	 



    

  


		5.	Miscellaneous.



 


a.                   Neither this Note
nor any provisions
hereof may be
changed, waived, discharged
or terminated orally, but only
by a signed
statement in writing.


 


b.                  
No failure or
delay by the
Lender to exercise
any right hereunder
shall operate as
a waiver thereof, nor
shall any single
or partial exercise
of any right,
power or privilege
preclude any other right,
power or privilege.
The provisions of
this Note are
severable and if
any one provision hereof
shall be held
invalid or unenforceable
in whole or
in part in
any jurisdiction, such
invalidity or unenforceability shall
affect only such
provision in such
jurisdiction. This Note
expresses the entire understanding
of the parties with
respect to the
transactions contemplated hereby.
The Company and every endorser and guarantor of this Note regardless of the time, order or place of signing hereby waives
presentment, demand, protest and notice
of every kind, and assents to any
extension or postponement of the time for payment or any other indulgence, to any substitution, exchange or release of collateral,
and to the addition or release of any other party or person primarily or secondarily liable.


 


c.                  
If Lender retains
an attorney for collection of this
Note, or if any
suit or proceeding is brought for
the recovery of
all, or any
part of, or
for protection of
the indebtedness respected
by this Note, then
the Company agrees
to pay all
costs and expenses
of the suit
or proceeding, or
any appeal thereof, incurred
by the Lender,
including without limitation,
reasonable attorneys' fees.


 


d.                 
This Note shall
for all purposes
be governed by,
and construed in
accordance with the laws
of the State
of New York
(without reference to
conflict of laws).


 


e.                  
This Note shall
be binding upon
the Company's successors
and assigns, and
shall inure to the
benefit of the
Lender's successors and
assigns.




    	3



    	 



    

  


IN
WITNESS WHEREOF, the
Company has caused
this Note to
be executed by
its duly authorized officer
to take effect
as of the
date first hereinabove
written.


 


 


ADAR
BAYS, LLC


 


By:
/s/ Authorized Signatory


 


Title:


 


APPROVED:


 


 


Endeavor
IP, Inc.


 


By: /s/
Ravinder Dhat


 


Title:
Chief Executive Officer



    	4