Exhibit 10.3


 


PROMISSORY
NOTE





	$59,274.59	April 29, 2014




 


1. 
FOR VALUE RECEIVED, Cabinet Grow, Inc., a California corporation (“Maker”)
promises to pay to Matt Lee, an individual (“Payee”), the principal sum of fifty nine thousand two hundred seventy
four 59/100 Dollars ($59,274.59) (“Principal”). The unpaid Principal shall bear interest at the rate of fifteen
percent (15.0%) per year compounded daily.


2. The
Principal and interest on the Principal will be payable as follows: eleven consecutive monthly payments of $1,500.00 each
payable on or before the 15th day of each month (commencing in May 2014 and continuing through March 2015) and a
final balloon payment of $50,382.91 due on April 15, 2015. 


3. 
Interest shall be computed on the basis of a 365-day year. Any payment made on this Note shall
first be applied to the payment of accrued and unpaid interest, and the remaining portion of any such payment shall, be applied
to reduce the Principal.


4. 
At its option, the holder of this Note may accelerate the payment due pursuant to this Note,
making the unpaid balance of the Note (the total of the unpaid Principal and accrued interest) due immediately without presentment
for payment and upon written notice to Maker, if any of the following (an “Event of Default”) occur:


(a) 
Maker fails to pay an amount owed pursuant to this Note within ten (10) days after written
notice that such payment is past due.


(b) 
Maker:


(i)Becomes
insolvent or offers settlement to any creditor;


(ii)Files
a voluntary petition in bankruptcy, or has filed against it an involuntary petition in bankruptcy which is not dismissed within
sixty (60) days;


(iii)Institutes
any proceeding under any bankruptcy or insolvency laws relating to the relief of debtors;


(iv)Gives
notice of any intended bulk sale or completes any bulk sale without providing for the full payment of this Note prior to or concurrently
with the consummation of such bulk sale;


(v)Makes
an assignment for the benefit of creditors;


(vi)Is dissolved;
or


(vii)Merges
into another entity and ceases to exist as a separate legal entity.


(c) 
 Any writ of execution or attachment or any judgment
lien is issued against the Maker and is not discharged or bonded against or released within 30 days after the issuance or attachment
of such writ or lien.


(d) 
A receiver is appointed for Maker.


5. 
All payments under this Note shall be made in lawful currency of the United States at the
address specified below for notices to the Payee or at another location designated by the holder of this Note.


6. 
This Note may be prepaid in full or in part, at any time, without penalty.


7. 
Maker waives diligence, presentment, protest and notice of protest, dishonor and nonpayment
of this Note, and expressly agrees that this Note, or any payment under it, may be extended and any security may be accepted, released
or substituted by the holder of this Note from time to time without in any way affecting the liability of Maker.


8. 
Maker agrees to reimburse Payee (or any subsequent holder of this Note) for all costs of collection
or enforcement of this Note, whether or not suit is filed (including, but not limited to, actual legal fees), incurred by Payee
(or any subsequent holder of this Note).


9. 
Maker, Payee and any subsequent holder of this Note hereby waive
the right to trial by jury in any action arising under or related to this Note. Any dispute
arising under or related to this Note shall be resolved exclusively in State court in Orange County, California. The parties hereby
consent to such exclusive jurisdiction and venue and waive any objections thereto. 


10. 
All notices, requests, demands, reports, statements and other communications to be made pursuant
to this Note shall be in writing and shall be deemed to have been duly given on the date of service if served personally, on the
party to whom notice is to be given, or on the day of actual receipt if mailed to the party to whom notice is to be given, by first
class mail, registered or certified, return receipt requested, postage prepaid, and properly addressed as follows:


 





	If to Maker:	Cabinet Grow, Inc.
	 	Attn:  Mr. Sam May
	 	17801 Main Street, Suite E
	 	Irvine, California 92614
	 	 
	If to Payee:	Mr. Matt Lee
	 	268 Avenida Montalvo #19
	 	San Clemente, CA. 92672







 


Any party may change its
address for purposes of this Note by giving the other party written notice of the new address in the manner set forth above.


11. 
If one or more provisions of this Note are held to be void or unenforceable in whole or in
part, the remaining provisions will continue in full force and effect.


12. 
Payee and any subsequent holder of this Note may assign this Note at its sole discretion.


13. 
This Note shall be governed by and construed in accordance with the laws of the State of California,
regardless of any laws on choice of or conflicts of laws of any jurisdiction.


 





	MAKER:

                                                                                 

	CABINET GROW, INC., a California corporation
	 	 
	 	 
	By:  	/s/ Sam May	 
	 	Sam May, President