Exhibit 10.38


 


PROMISSORY
NOTE


 


	BORROWER:	High
    Performance Beverages Co.
	 	Address:	5137
    E. Armor Street
	 	 	Cave
    Creek, AZ 85331
	 	 	 
	LENDER:	GHS
    Investments, LLC
	 	Address:	200
    Stonehinge Lane, Suite 3
	 	 	Carle
    Place, NY 11514


 


	Principal
    Amount:	$40,000
	Interest
    Rate:	12%
    per annum
	Date
    of Note:	December
    17, 2015
	Payment
    Due Date:	June
    17, 2016
	 	 


 


This
Note is made between the Borrower:


 


	 	High
    Performance Beverages Co.
	 	having
    a mailing address of:	5137
    E. Armor Street
	 	 	Cave
    Creek, AZ 85331


 


Borrower
is referred to herein as the “Company”,


 


AND
the Lender:


 


	 	GHS
    Investments, LLC	 
	 	having
    a mailing address of:	200
    Stonehinge Lane, Suite 3
	 	 	Carle
    Place, NY 11514


 


referred
to as the “Lender”.


 


If
more than one Borrower signs this Note, the word “Company” shall mean the Borrower named above. The word “Lender”
or “Lenders” means the original Lender and anyone else who takes this Note by transfer or assignment.


 


		1.	Background.
                                         Company made and delivered to Lender a Promissory Note (the “Note”) dated
                                         December 17, 2015 for the principal sum of FORTY THOUSAND DOLLARS ($40,000.00).



 


		2.	For
                                         value received, the Borrower promises to pay the Lender, or its registered assigns,
                                         or shall have paid pursuant to the terms hereunder, the principal sum of FORTY THOUSAND
                                         DOLLARS ($40,000) on June 17, 2016 or such earlier date as this Note is required or permitted
                                         to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate
                                         unconverted and then outstanding principal amount of this Note in accordance with the
                                         provisions hereof. The consideration to the Company for this Note is the Lender's commitment
                                         to the Equity Line of Credit.



 




    	 		 



     


    

 


		3.	Borrower’s
                                         Promise to Pay Principal. Company promises to pay FORTY THOUSAND DOLLARS ($40,000.00)
                                         (called “Principal”) to the order of the Lenders in return for a loan the
                                         Company received from the Lender. The Company shall pay interest at a rate of Twelve
                                         percent (12%) per annum from the original date of this Note until the Principal and all
                                         interest is paid in full.



 


		4.	Payments.
                                         Company agrees that all principal and interest, plus any other costs, expenses, or amounts
                                         due under this Promissory Note shall be paid in full no later than June 17, 2016. If
                                         payment is not made by June 17, 2016, Company shall pay back interest in accordance with
                                         Section 2 of this Note. Calculations of interest shall be based upon the actual number
                                         of days elapsed over a year deemed to consist of three hundred sixty-five (365) days.
                                         Company shall pay Lender at Lender’s address shown above or at such other place
                                         as Lender may designate in writing. Unless otherwise agreed or required by applicable
                                         law, payments will be applied first to accrued unpaid interest, then to principal, and
                                         any remaining amount to any unpaid collection costs and late charges.



 


		5.	Early
                                         Payments. Borrower may pay without penalty all or a portion of the amount owed earlier
                                         than it is due. Early portion payments will not, unless agreed to by Lender in writing,
                                         relieve Borrower of Borrower’s obligation to continue to make payments under the
                                         payment schedule. Rather, they will reduce the principal balance due.



 


		6.	Default.
                                         This Note will become due and payable immediately, without presentment or notice,
                                         if Company fails to make a payment of interest or principal within thirty (30) days of
                                         receipt of written notice that the Company is in default of the terms of this Note.



 


		7.	Waivers.
                                         Any waiver by either party hereof of a breach of any provision of this Note shall not
                                         operate as or be construed to be a waiver of any other breach of such provision or of
                                         any breach of any other provision of this Note. The failure of either party to insist
                                         upon strict adherence to any term of this Note on one or more occasions shall not be
                                         considered a waiver or deprive that party of the right thereafter to insist upon strict
                                         adherence to that term or any other term of this Note on any other occasion. Any waiver
                                         by either party must be in writing.






 






    	 	2	 



     


    

 


		8.	Severability.
                                         If any provision of this Note is invalid, illegal or unenforceable, the balance of
                                         this Note shall remain in effect, and if any provision is inapplicable to any Person
                                         or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.
                                         If it shall be found that any interest or other amount deemed interest due hereunder
                                         violates the applicable law governing usury, the applicable rate of interest due hereunder
                                         shall automatically be lowered to equal the maximum rate of interest permitted under
                                         applicable law. The Company covenants (to the extent that it may lawfully do so) that
                                         it shall not at any time insist upon, plead, or in any manner whatsoever claim or take
                                         the benefit or advantage of, any stay, extension or usury law or other law which would
                                         prohibit or forgive the Company from paying all or any portion of the principal of or
                                         interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter
                                         in force, or which may affect the covenants or the performance of this Note, and the
                                         Company (to the extent it may lawfully do so) hereby expressly waives all benefits or
                                         advantage of any such law, and covenants that it will not, by resort to any such law,
                                         hinder, delay or impede the execution of any power herein granted to the Lender, but
                                         will suffer and permit the execution of every such as though no such law has been enacted.



 


		9.	No
                                         Oral Changes. This Note can only be changed by an agreement in writing signed by
                                         the Company and the Lender.



 


		10.	Governing
                                         Law. This Note shall be construed, interpreted, and enforced under the laws of the
                                         State of Nevada. If any legal action is necessary to enforce or collect this Note for
                                         nonpayment at maturity, the prevailing party will be entitled to reasonable attorneys'
                                         fees in addition to any other relief to which the party may be entitled.



 


		11.	Signatures.
                                         Company agrees to the terms of this Note.



 


*********************


 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above
indicated.


 


	High
    Performance Beverages Co.	 
	 	 	 
	By:	 /s/
    Toby McBride	 
	Name:	Toby
    McBride	 
	Title:	CEO	 


 




 


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