SPCL	 	 	Interest free if paid in full
	 	 	$500,000 PROMISSORY NOTE	 within 3 months



 


FOR
VALUE RECEIVED, Solaris Power Cells, Inc., a Nevada corporation (the “Borrower”) with at least 64,000,000 common
shares issued and outstanding, promises to pay to JMJ Financial, a Nevada sole proprietorship, or its Assignees (the “Lender”)
the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective
only upon execution by both parties and delivery of the first payment of Consideration by the Lender (the “Effective Date”).


 


The
Principal Sum is $500,000 (five hundred thousand) plus accrued and unpaid interest and any other fees. The Consideration is $450,000
(four hundred fifty thousand) payable by wire (there exists a $50,000 original issue discount (the “OID”)). The Lender
shall pay $50,000 of Consideration upon closing of this Note. The Lender may pay additional Consideration to the Borrower in such
amounts and at such dates as Lender may choose in its sole discretion. The Principal
Sum due to Lender shall be prorated based on the Consideration actually paid by Lender (plus an approximate 10% original issue
discount that is prorated based on the Consideration actually paid by the Lender as well as any other interest or fees)
such that the Borrower is only required to repay the amount funded and the Borrower
is not required to repay any unfunded portion of this Note. The Maturity Date is two years from the Effective Date
of each payment (the “Maturity Date”) and is the date upon which the Principal Sum of this Note, as well as any unpaid
interest and other fees, shall be due and payable. The Conversion Price is the lesser of $0.26 or 60% of the lowest trade price
in the 25 trading days previous to the conversion (In the case that conversion shares are not deliverable by DWAC an additional
10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing deposit
an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). Unless otherwise
agreed in writing by both parties, at no time will the Lender convert any amount of the Note into common stock that would result
in the Lender owning more than 4.99% of the common stock outstanding.


 


1.
ZERO Percent Interest for the First Three Months.
The Borrower may repay this Note at any time on or before 90 days from the Effective Date, after which the Borrower may not make
further payments on this Note prior to the Maturity Date without written approval from Lender. If the Borrower repays a payment
of Consideration on or before 90 days from the Effective Date of that payment, the Interest Rate on that payment of Consideration
shall be ZERO PERCENT (0%). If Borrower does not repay a payment of Consideration on or before 90 days from its Effective
Date, a one-time Interest charge of 12% shall be applied to the Principal Sum. Any interest payable is in addition to the OID,
and that OID (or prorated OID, if applicable) remains payable regardless of time and manner of payment by Borrower.


 


2. Conversion.
The Lender has the right, at any time after the Effective Date, at its election, to convert all or part of the outstanding and
unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock
of the Borrower as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount
divided by the Conversion Price. Conversions may be delivered to Borrower by method of Lender’s choice (including but not
limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require
further payment from the Lender. If no objection is delivered from Borrower to Lender regarding any variable or calculation of
the conversion notice within 24 hours of delivery of the conversion notice, the Borrower shall have been thereafter deemed to
have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall
deliver the shares from any conversion to Lender (in any name directed by Lender) within 3 (three) business days of conversion
notice delivery.


 


3. Conversion
Delays. If Borrower fails to deliver shares in accordance with the timeframe stated in Section 2, Lender, at any time prior
to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the
unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned
to the Borrower (under Lender’s and Borrower’s expectations that any returned conversion amounts will tack back to
the original date of the Note). In addition, for each conversion, in the event that shares are not delivered by the fourth business
day (inclusive of the day of conversion), a penalty of $2,000 per day will be assessed for each day after the third business day
(inclusive of the day of the conversion) until share delivery is made; and such penalty will be added to the Principal Sum of
the Note (under Lender’s and Borrower’s expectations that any penalty amounts will tack back to the original date
of the Note).


 


4. Reservation
of Shares. At all times during which this Note is convertible, the Borrower will reserve from its authorized and unissued
Common Stock to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower will at all times
reserve at least 135,000,000 shares of Common Stock for conversion.


 


5. Piggyback
Registration Rights. The Borrower shall include on the next registration statement the Borrower files with SEC (or on the
subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note.
Failure to do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but not less than
$25,000, being immediately due and payable to the Lender at its election in the form of cash payment or addition to the balance
of this Note.


 


6. Terms
of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of
any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security
that was not similarly provided to the Lender in this Note, then the Borrower shall notify the Lender of such additional or more
favorable term and such term, at Lender’s option, shall become a part of the transaction documents with the Lender. The
types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited
to, terms addressing conversion discounts, conversion lookback periods, interest rates, original issue discounts, stock sale price,
private placement price per share, and warrant coverage.


 




    	 



    	 



    



 


7. Default.
The following are events of default under this Note: (i) the Borrower shall fail to pay any principal under the Note when due
and payable (or payable by conversion) thereunder; or (ii) the Borrower shall fail to pay any interest or any other amount under
the Note when due and payable (or payable by conversion) thereunder; or (iii) a receiver, trustee or other similar official shall
be appointed over the Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20)
days or shall not be dismissed or discharged within sixty (60) days; or (iv) the Borrower shall become insolvent or generally
fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if
any; or (v) the Borrower shall make a general assignment for the benefit of creditors; or (vi) the Borrower shall file a petition
for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (vii) an involuntary proceeding shall be
commenced or filed against the Borrower; or (viii) the Borrower shall lose its status as “DTC Eligible” or the borrower’s
shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the
DTC System; or (ix) the Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with
the SEC; or (x) the Borrower shall fail to meet all requirements to satisfy the availability of Rule 144 to the Lender or its
assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with
the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website.


 


8. Remedies.
In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages,
fees and other amounts owing in respect thereof through the date of acceleration, shall become, at the Lender’s election,
immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the
outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other amounts hereon,
divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower
Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever
has a higher VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated
damages, fees and other amounts hereon. Commencing five (5) days after the occurrence of any event of default that results in
the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of
18% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender
need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender
may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other
remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to
payment hereunder and the Lender shall have all rights as a holder of the note until such time, if any, as the Lender receives
full payment pursuant to this Section 8. No such rescission or annulment shall affect any subsequent event of default or impair
any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available to it at
law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Borrower’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required
pursuant to the terms hereof.


 


9. No
Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, Lender will not enter into
or effect “short sales” of the Common Stock or hedging transaction which establishes a net short position with respect
to the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender
immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such
conversion notice would not be considered short sales.


 


10. Assignability.
The Borrower may not assign this Note. This Note will be binding upon the Borrower and its successors and will inure to the benefit
of Lender and its successors and assigns and may be assigned by Lender to anyone without Borrower’s approval.


 


11. Governing
Law. This Note will be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without
regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of Florida or in the federal courts located in Miami-Dade
County, in the State of Florida. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of
such courts.


 


12. Delivery
of Process by Lender to Borrower. In the event of any action or proceeding by Lender against Borrower, and only by Lender
against Borrower, service of copies of summons and/or complaint and/or any other process which may be served in any such action
or proceeding may be made by Lender via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server,
or by mailing or otherwise delivering a copy of such process to the Borrower at its last known attorney as set forth in its most
recent SEC filing.


 


13. Attorney
Fees. In the event any attorney is employed by either party to this Note with regard to any legal or equitable action, arbitration
or other proceeding brought by such party for the enforcement of this Note or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Note, the prevailing party in such proceeding will be entitled
to recover from the other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other
relief to which the prevailing party may be entitled.


 


14. Opinion
of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to
have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by Borrower’s
counsel.


 


15. Notices.
Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent
by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of
transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier
service for delivery.


 




    	 



    	 



    


 


	Borrower:	 	Lender:
	 	 	 
	/s/ Leonard
    Caprino	 	/s/
    JMJ Financial
	Leonard
    Caprino	 	JMJ
    Financial
	Solaris
    Power Cells, Inc.	 	Its
    Principal
	Principal Executive
Officer	 	 
	Secretary
    and President	 	 
	 	 	 
	Date:
    September 2, 2014	 	Date:
    September 3, 2014


 


[Signature
Page to $500,000 Promissory Note]