THIS
NOTE AND THE SECURITIES ISSUABLE HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”),
OR THE SECURITIES LAWS OF ANY STATE (“STATE LAWS”) AND MAY NOT BE TRANSFERRED, SOLD. HYPOTHECATED OR OTHERWISE DISPOSED
OF, UNLESS (i) PURSUANT TO A REGISTRATION STATEMENT (AS SUCH TERM IS DEFINED IN THE ACT) WHICH HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION AND HAS BECOME EFFECTIVE, AND PURSUANT TO ANY REGISTRATION OR QUALIFICATION REQUIRED PURSUANT TO ANY APPLICABLE
STATE ACT. OR (ii) AN EXCEPTION FROM REGISTRATION OR QUALIFICATION UNDER THE ACT AND ANY APPLICABLE STATE ACT IS AVAILABLE AND
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE
ACT AND SUCH STATE ACT.


 


CONVERTIBLE
PROMISSORY NOTE


 


	$20,000.00	Dated:
    January 23, 2015


 


FOR
VALUE RECEIVED, the undersigned. House of BODS Fitness. Inc. (the “Company”), a Delaware Corporation, hereby promises
to pay to the order of James M. Beshara. the principal sum of $20.000.00. on the earlier (i) 24 months from the date herein or
the date monies are received from Subscriber/Lender, (ii) the loan shall accrue interest at the annual rate of 20%; however, no
payments of the principal and interest will began until the 24th month.


 


Principal
and interest shall be payable in lawful money of the United States at such address as the Lender may specify by written notice
or as indicated in the Subscription/Lending Agreement.


 


The
loan may be extended beyond twelve (12) months on a month to month basis by the mutual agreement of both parties.


 


The
Company may. at its discretion, prepay all or a portion of the principal and accrued interest of this Note under the terms of
the above mentioned Agreement.


 


No
fractional shares of Common Stock shall be issued upon conversion of this Note, Upon the conversion of all of the principal outstanding
under this Note, in lieu of the Company issuing any fractional shares to the Note Holder, the Company shall round all shares to
the next whole share. Upon conversion of this Note pursuant to this Section, the Note Holder shall surrender this Note, duly endorsed,
at the principal office of the Company. At its expense, the Company shall, as soon as practicable thereafter, issue and deliver
to such Note Holder at such principal office a certificate or certificates for the number of shares of such Common Stock to which
the Note Holder shall be entitled upon such conversion (bearing such legends as are required by the Subscription Agreement and
applicable state and federal securities laws in the opinion of counsel to Company). together with any other securities and property
to which the Note Holder is entitled upon such conversion under the terms of this Note. Upon full conversion of this Note, the
Company shall be forever released from all its obligations and liabilities under this Note.


 



    	 	 	 



    	 	 	 



    

 


The
Company shall at all times, reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the
purpose of effecting the conversion of this Note, such number of its shares of Common Stock as shall from time to time be sufficient
to effect the conversion of this Note; and if at any time the number of authorized but unissued shares of Common Slock shall not
be sufficient to effect the conversion of this Note, the Company will take such corporate action as may. in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.


 


An
Event of Default shall be deemed to have occurred if the Company makes an assignment for the benefit of creditors or admits its
inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Company bankrupt
or insolvent; or the Company applies to any tribunal for the appointment of a trustee, receiver or liquidator of the Company or
of any substantial part of the assets of the Company, or commences any proceedings relating to the Company under any bankruptcy,
reorganization, insolvency, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect: or any such
petition or application is filed or any such proceedings are commenced against the Company and the Company by any act indicates
its approval thereof consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee,
receiver or liquidator or approving the petition in any such proceedings, and such order judgment or decree remains unstayed and
in effect for more than 60 days; or, in any case, commenced under the Bankruptcy Reform Act. as amended (the “Code”),
there is an order for relief (as such phrase is defined in the Code) with respect to the Company; or any involuntary case commenced
under the Code with respect to the Company is not dismissed within 60 days.


 


This
Note is construed under the laws of the State of Florida.


 


	House
    of BODS Fitness, Inc. 	 	By:	/s/
    Tammy Skalko
	 	 	 	Tammy
    Skalko
	 	 	 	Production/CEO



 


	1/23/15	 	By:
    	/s/
    James     M. Beshara
	 	 	(Name)
    James M. Beshara CFO/Sec.
	 	 	Lender


 






    	 	 	 



    	 	 	 



    

 


LOAN
AND SUBSCRIPTION AGREEMENT


 


THE
SECURITIES BEING SOLD HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. AS AMENDED (THE “ACT”) OR THE SECURITIES
LAWS OF FLORIDA AND OTHER STATES IN WHICH INVESTORS RESIDE (THE “STATE LAWS”). AND HAVE NOT BEEN QUALIFIED UNDER THE
SECURITIES LAWS OF ANY OTHER STATE. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED WITHOUT SUCH REGISTRATION OR QUALIFICATION UNLESS
AN EXEMPTION FROM REGISTRATION OR QUALIFICATION IS THEN AVAILABLE. NO STATE OR FEDERAL REGULATORY AGENCY HAS REVIEWED OR OTHERWISE
PASSED UPON THE ACCURACY OR ADEQUACY OF ANY DOCUMENTS BEING DELIVERED TO INVESTORS IN CONNECTION WITH THIS AGREEMENT.


 


This
LOAN AGREEMENT, dated this 23rd of January, 2015, is entered into by and between House of BODS Fitness. Inc.. (“HOB”)
a Delaware corporation (the “Company”), and James Beshara. Secretary/CFO, the (“Subscriber” or “Lender”).


 


WITNESSETH


 


	A.	WHEREAS,
    the Company desires to borrow $20,000.00 for operating capital to fund expanded operations and various ongoing costs and expenses;
    and
	 	 
	B.	WHEREAS,
    Subscriber/Lender desires to loan to the Company, and the Company desires to borrow from Subscriber/Lender, the sum of
    twenty     thousand dollars and no cents ($20,000.00) upon and subject to the terms and conditions of this Agreement, now
    therefore,


 


AGREEMENT


 


IN
CONSIDERATION of the foregoing and the covenants and conditions set forth in this Agreement, the parties agree as follows:


 


	1.	Term
    of Loan. Subscriber/Lender hereby agrees to loan to the Company, the sum set forth above for a period of twenty-four (24)
    months from the date of receipt of funds by the Company from Subscriber/Lender, or until the Company shall repay the loan
    and accrued interest, whichever shall come first. The Company shall have the right to prepay the note at any time prior to
    the due date without penalty and upon thirty (30) days notice to Subscriber/Lender.
	 	 
	2.	Interest
    Rate. The loan shall accrue simple interest at the rate of 20% per annum; however, no payments of the principal and interest
    shall be made during the first twenty-four (24) month period.
	 	 
	3.	Repayment
    Terms of Loan. The first payment of accrued principal and interest will be on the 24th month.



 



    	 	 	 



    	 	 	 



    

 


	4.	Inducement.
    As an inducement for the Subscriber/Lender to provide the $20,000 loan to the Company and to convert the $20,000, or any
    portion     mutually agreed to by the parties, to the Company’s Common Stock, the Company will advise the
    Subscriber/Lender of how     the $20,000 is used.
	 	 
	5.	Terms
    of The Purchase. At the option of the Subscriber/Lender, until the due date of this loan, the Subscriber/Lender may, upon
    written notice to the Company, elect to convert any portion of the loan to shares of the Company’s Common Stock at the
    price of $0.15 per share.
	 	 
	6.	Loan
    Not Secured. The assets of the Company or its officers and directors shall not secure this Promissory Note.
	 	 
	7.	Representations
    of Subscriber/Lender. Subscriber/Lender hereby represents, warrants and agrees as follows:


 


	 	(a)	Subscriber/Lender
    is an accredited investor by virtue of Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, (i) having an
    individual income of more than $200,000 per year in each of the most recent two years and Subscriber/Lender reasonably expects
    to have an income of at least $200,000 in the current year; OR (ii) Subscriber/Lender and his or her spouse had joint income
    of more than $300,000 in each of the two most recent years and they reasonably expect to have such joint income in excess
    of $300,000 for the current year; OR (iii) Subscriber/Lender has an individual net worth, or a combined net worth with his
    (or her) spouse of at least $1,000,000 (for purposes of this paragraph, “net worth” means the excess of total
    assets at fair market value, excluding the individuals primary residence and less total liabilities).
	 	 	 
	 	(b)	Subscriber/Lender
    understands that the Common Shares are not registered under the Securities Act of 1933, as amended, and that the Company is
    relying upon exemptions contained by Section 4(1), 4(2) and Regulation D of the Act, as not involving any public offering.
	 	 	 
	 	(c)	Subscriber/Lender
    is aware of the high degree of risk this Agreement entails, and that the loan could be at risk in the event the business fails
    to meet its financial projections, in which case the Company may not be able to repay the loan on time or at all, and that
    the entire loan amount might be lost, and further understands that the securities underlying this Agreement (“Securities”)
    are of a highly speculative nature.
	 	 	 
	 	(d)	Subscriber/Lender
    is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the
    Company to reach an informed and knowledgeable decision about entering into this Agreement.



 



    	 	 	 



    	 	 	 



    

 


	 	(e)	Subscriber/Lender
    understands that the Securities have not been registered under the Securities Act of 1933 (“Securities Act”) in
    reliance upon a specific exemption therefrom which exemption depends upon among other things, the bona fide nature of its
    investment, intends as expressed herein. In this respect Subscriber/Lender understands that in the view of the SEC, the statutory
    basis for such exemptions may be unavailable if its representation was predicated solely upon a present intention to hold
    the securities for a minimum capital gain period specified under tax statuses for a deferred sale or until an increase or
    decrease in the market price of the securities, or for a period of one year, or any fixed period in the future.
	 	 	 
	 	(f)	Subscriber/Lender
    is aware of the provisions of Rule 144, promulgated under the Securities Act, which in substance, permits limited public resale
    of “restricted securities” acquired, directly or indirectly, from issuer thereof (or from an affiliate of such
    issuer), in a non-public offering subject to the satisfaction of certain conditions, including, among other things; the availability
    of certain ‘public information about the Company; the resale occurring not less than six (6) months after the party
    has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited “broker’s
    transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange
    Act of 1934) and the amount of securities being sold during any three month period not exceeding the specified limitations
    stated therein.
	 	 	 
	 	(g)	Subscriber/Lender
    further understands that at the time Subscriber/Lender wishes to sell the Securities, there may be no public market upon which
    to make such a sale, and even if such a public market exists, the Company may not be able to satisfy the current public information
    requirements of Rule 144, and that in such event. Subscriber/Lender would be precluded from selling the Securities under Rule
    144, even if the six-(6) month minimum holding period had been satisfied.
	 	 	 
	 	(h)	Subscriber/Lender
    further understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities
    Act. compliance with Regulation A, or some other registration exemption will be required, and that, notwithstanding the fact
    that Rule 144 is not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement
    securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof
    establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective
    brokers who participate in such transactions do so at their own risk.


 


	9.	Representations
    of the Corporation. The Company hereby represents and warrants that:


 


	 	(a)	The
    Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware, and has the
    corporate power to carry on its present business.
	 	 	 
	 	(b)	The
    Shares underlying this agreement have been duly authorized and upon payment therefore in accordance with the terms hereof
    will be validly issued and outstanding, fully paid and non-assessable, and free and clear of liens, claims and encumbrances.



 



    	 	 	 



    	 	 	 



    

 


	 	(c)
    	The
    authorized capital stock of the Company consists of one hundred million (100,000,000) shares of $.0001 par value Common
    Stock     and twenty five million (25,000,000) shares $.0001 par value Preferred Stock, of which no more than 16,040,000
    shares of Common     Stock are currently issued and outstanding, and no Preferred Shares have been issued.


 


	10.	Company’s Rights. The Board of Directors (“Board”) of the Company shall have sole control over any decision
    regarding any offering of the Company’s securities to the general public. If, at any time or from time to time, the
    Company shall determine to register any of its common stock with the SEC, and if the Board and Underwriter of such an offering
    determine that there may be selling shareholders in such offering. Subscriber may join with other selling shareholders on
    a pro-rata basis, as determined by the Board, in the offering of all or a portion of Subscriber’s shares. Subscriber/Lender
    shall have no right to demand a registration of its securities, and shall not have any right to join in a registration of
    the Company’s securities of either the Board or the Underwriter shall determine that there shall not be selling shareholders
    in the registration.
	 	 
	11.	Voting
    Rights. Subscriber/Lender shall have no voting rights in the shares reserved under this Agreement.
	 	 
	12.	Governing
    Law. This Agreement shall be governed by the laws of the State of Florida.
	 	 
	13.	Miscellaneous.


 


	 	(a)	Entire
    Agreement. This Agreement contains the entire agreement between and among the parlies and supersedes any prior written
    or oral agreements between or among the parties concerning the subject matter contained herein. There are no representations,
    agreements, or understandings, oral or written, between or among the parties, relating to the subject matter contained in
    this Agreement, which are not fully expressed herein.
	 	 	 
	 	(b)	Counterparts.
    This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but such counterparts, when
    taken together, shall constitute but one and the same agreement.
	 	 	 
	 	(c)	Notice.
    Any notice, demand or other communication with respect to this Agreement shall be in writing and shall be deemed delivered
    personally to an authorized representative of either party, or if mailed, 48 hours after deposit in the United States mail,
    postage prepaid, certified or registered mail, return receipt requested, addressed to the party at the address set forth below
    the signature hereto. Either party may change the address to which notice shall be given by giving notice to the other party.


 



    	 	 	 



    	 	 	 



    

 


	 	If
    to the Company: 	 	House
    of BODS Fitness, Inc.
	 	 	 	5417
    Napoli Cove 
	 	 	 	Lake
    Mary, FL 32746 
	 	 	 	Tel:
    (407) 221-1294
	 	 	 	 
	 	If
    to the Subscriber/Lender:	 	 
	 	 	 	James
    Beshara 
	 	 	 	3447
    Logan Way 
	 	 	 	Youngstown,
    OH 44505


 


In
witness whereof the parties hereto have caused this Agreement to be executed on the day and year indicated below.


 


	House
    of BODS Fitness, Inc.	James
    Beshara (Sec./CFO)


 


	By:	/s/
    Tammy Skalko	 	By:	/s/
    James Beshara
	 	Tammy
    Skalko	 	 	James
    Beshara
	 	President/CEO	 	 	Subscriber/Lender


 


	Date:	1/23/15	 	Date:	1/23/15